The James Cameron Spider-Man Movie We Never Saw

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James Cameron’s Spider-Man. Kind of has a nice ring to it, don’t you think? Well, unlike the fictional James Cameron’s Aquaman–of which only a few fleeting seconds exist in the universe of the long-defunct HBO series Entourage–a Spider-Man movie written and directed by the legendary filmmaker almost came to pass in the early 1990s.

But like so many superhero and comics-based projects during that time–a relative Dark Ages for the genre–Cameron’s vision for the webslinging high school student never swung into theaters.

Almost all of it was down to legal issues surrounding the rights to Spider-Man, which kept him off the screen for years. But a glance through the “scriptment” that Cameron worked up–a detailed treatment outlining the story, characters, and even passages of dialogue–indicates that Cameron’s conception of the character and his mythos was very faithful in its own way. He did, however, incorporate a few bold changes to both Spider-Man himself and some iconic villains that would’ve divided fans. Some of those changes ultimately still did divide them, even if Cameron never got to be the one to implement them on the big screen.

“I wanted to make something that had a kind of gritty reality to it,” Cameron told Screencrush in a recent interview. “Superheroes in general always came off as kind of fanciful to me, and I wanted to do something that would have been more in the vein of Terminator and Aliens, that you buy into the reality [of it] right away…I wanted to ground it in reality and ground it in universal human experience. I think it would have been a fun film to make.”

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Here is the story of James Cameron’s Spider-Man and why we never saw it. 

The Cannon Films Era

With the exception of Tim Burton’s two Batman films, the ‘80s and early ‘90s were bleak for superhero cinema. The once-celebrated Superman series starring Christopher Reeve had crashed and burned with both Superman III (1983) and the unwatchable Superman IV: The Quest for Peace, and little else was happening. Two cheapo attempts at Marvel movies–Captain America (1991) and Fantastic Four (1994)–were never even released, while movies revolving around characters outside of DC and Marvel, like The Rocketeer (1991) and The Shadow (1994), quickly vanished at the box office.

Although legendary B-movie producer Roger Corman had briefly held the film option for Spider-Man, it was picked up in 1985 by Cannon Films–the exploitation factory that had actually bankrolled Superman IV. Why did Marvel sell the rights to Cannon? According to the book Stan Lee and the Rise and Fall of the American Comic Book by Jordan Raphael and Tom Spurgeon (via Gizmodo), Marvel’s film agent at the time, Don Kopaloff, couldn’t sell Spider-Man anywhere else. “I would never have gone to [Cannon] as a first choice,” he recalled. “I went to them after I couldn’t get Captain America or Spider-Man sold.”

Nevertheless, Cannon heads Menahem Golan and Yoram Globus set about developing a Spider-Man movie over the next five years. The problem was, Golan and Globus apparently mistook Spider-Man for something along the lines of a monster, and the first script they commissioned–by The Outer Limits creator Leslie Stevens–had a scientist turning Peter Parker into literally a human spider and asking him to join a new race of human mutants.

Director Joseph Zito, one of the first filmmakers picked for the project by the producers, told the Los Angeles Times in 2002 that “Golan and Globus didn’t really know what Spider-Man was. They thought it was like the Wolfman.” Apparently they really did think they were making a horror movie since another potential directing choice was Texas Chain Saw Massacre creator Tobe Hooper.

Even so, the producers budgeted the picture at $20 million–a huge cost at the time for any studio, let alone a quickie shop like Cannon–and began burning through a succession of screenplays by writers like Ted Newsom and John A. Brancato (the latter went on to co-write The Game), Barney Cohen (Sabrina the Teenage Witch), and Frank LaLoggia (Lady in White), with the budget shrinking at each pass. As the money available to finance the picture diminished, Zito left the project, with directors like Albert Pyun and Stephen Herek in the mix at one point or another.

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By 1991, however, Cannon was in financial freefall. As per their deal with Marvel, the company lost the rights to Spider-Man since no film had been produced within the five-year option period. Golan then sold the rights to Carolco Pictures, which was about to explode with Terminator 2: Judgment Day.

Enter James Cameron

Carolco immediately offered Spider-Man to Cameron, who was about to bounce back from 1989’s financially disappointing The Abyss with the already-buzzing and groundbreaking Terminator 2. Although Carolco received all the previous Spider-Man scripts that Cannon had commissioned when it picked up the rights, Cameron reportedly did not even look at one of them. He instead decided to start from scratch.

Or did he? Confusingly, one of the last scripts of the Cannon era–which was submitted to Columbia Pictures, back when the studio had a deal in place to distribute any Cannon-produced Spider-Man movie–named the authors as “James Cameron, John Brancato, Ted Newsom, Barry Cohen and Joseph Goldmari.” The latter two were misspellings of Barney Cohen’s name and Menahem Golan’s own pseudonym, Joseph Goldman… Still, there was Cameron’s name right at the top!

Unlike the first script by Leslie Stevens, succeeding versions had gone back to the comics, incorporating Doctor Octopus as the main villain and returning Peter Parker to a more traditional origin story. The script also had Doc Ock going on an insane rampage after his research was shut down by corporate investors–oddly enough, not a million miles away from what eventually became Spider-Man and Spider-Man 2 (other versions reportedly swapped out Doc Ock for a Morbius-type vampire scientist and the Lizard).

It’s not clear whether Cameron actually did work on this script, despite his name being on it, but what is known, and what has become kind of legendary in its own way, is that he later wrote a nearly 60-page document, labeled a “scriptment,” which laid out his own vision for Spider-Man. David Koepp, who wrote the 2002 movie Spider-Man, told IGN about Cameron’s work, “It took Peter seriously as a character and it took a superhero movie seriously as a genre. And you hadn’t seen that before.”

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Cameron’s Electrifying ‘Scriptment’

According to David Hughes’ The Greatest Sci-Fi Movies Never Made, no less an authority than Stan Lee said this about Cameron’s involvement with Spider-Man: “There is no doubt that Jim is the best man on Earth to do the Spider-Man movie. He wants to do it, and I want him to do it.”

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While Cameron, indeed, seemed to take Spider-Man seriously, he certainly didn’t feel the need to stay rigorously faithful to the comics in the story he concocted (which you can read here). Nonetheless, the 17-year-old Peter Parker in Cameron’s scriptment is one we all know well. He’s socially awkward yet intellectually gifted; he’s bullied by high school jocks; he has an unrequited crush on popular classmate Mary Jane Watson; and he’s an orphan living with his Aunt May and Uncle Ben.

Although the spider that bites him is not radioactive and has instead been genetically altered by its own ingestion of an experimentally re-coded fruit fly, the effects on Peter are the same: he develops acute senses, super strength and agility, and finds he can climb walls. He has strange dreams of insects and other bizarre manifestations, awakening from one of them to find himself on top of a tower in nothing but his skivvies.

And, in a change that would have been as divisive in 1993 as it was when Sam Raimi borrowed the idea for the 2002 Spider-Man movie that eventually did come out, Peter discovers that he can shoot organic webs from under his wrists. The pubescent metaphor is even more direct in Cameron’s vision than Raimi’s, with Peter awakening after a weird dream to find his body covered in white fluid and the sheets sticking to his skin.

Cameron told Screencrush that he saw Peter Parker’s transformation as a “metaphor for puberty and all the changes to your body,” which is why he changed the web-shooters from tech that Peter invented to an organic mutation in Peter himself: “Going with the biological web-shooters as being part of his biological adaptation to the radioactive spider bite made sense to me.”

From there the story goes through a number of familiar paces: Peter starts doing stunts in disguise on the streets of New York, gaining attention for himself in his Spider Man (no hyphen) persona, and even earning a little cash. But all that comes to an end when his Uncle Ben is murdered, leading Peter to pivot to a life of fighting crime with his newfound powers. That draws the attention of the police and a local TV reporter named J. Jonah Jameson, who turns the public against the masked vigilante , as well as a corrupt billionaire named Carlton Strand.

Strand, an original creation by Cameron, is the filmmaker’s loose version of Electro, the character known as Max Dillon in the comics (and played by Jamie Foxx in 2014’s The Amazing Spider-Man 2 and 2021’s Spider-Man: No Way Home). Strand can control electricity after surviving a lightning strike, using his powers to build himself a criminal empire that he’d like to recruit Spider Man for. His right-hand man is Boyd, who can shapeshift his body into any form by turning into sand–in other words, Cameron’s take on another classic Spidey villain, the Sandman (whose name in the comics is Flint Marko and who was played by Thomas Haden Church in Spider-Man 3).

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The early ‘90s, pre-internet, was a time when filmmakers could make some fairly extensive changes to characters and their origins without incurring the wrath of online fandom (see the way Tim Burton reimagined Joker, Penguin, and Catwoman in his two Batman movies). Canonically, altering the backstories of two of the best-known villains from Spider-Man’s rogues gallery is probably the furthest afield that Cameron goes.

But his Peter Parker is also rougher around the edges than Stan Lee and Steve Ditko’s introverted but well-meaning superhero (or the more outgoing version that was later popularized by author John Romita Sr.). By contrast, Cameron’s interpretation briefly seems to take pleasure in hurting people. He also curses vigorously (as do others in Cameron’s tale), and he and Mary Jane–who falls in love with Spider Man without knowing it’s her school friend Peter behind the mask–even have sex atop the Brooklyn Bridge in one sequence while MJ keeps her eyes closed.

It all ends in a furious battle at the top of the World Trade Center, with Spider Man rescuing Mary Jane from Strand and revealing his true identity to her in the process. Stan Lee loved the scriptment: “What Jim managed to do was do Spider-Man exactly the way Spider-Man should be,” he told Premiere magazine (via Hughes). “The same personality, the same gestalt. And yet, it all seems fresh and different, something we have never seen before.”

Cameron himself kept suggesting that Spider-Man would be his next film after wrapping production on True Lies in 1993. “I’m doing the origin story and then going way beyond that and delving into the whole story of teenage angst,” he told Platinum magazine (via Hughes). “What if you were 17 years old and could do whatever the fuck you wanted, anytime you wanted?” His choice to star in his “deeply philosophical” take on the character, Leonardo DiCaprio, was already known in Hollywood for several excellent performances but was still a few years away from reaching superstardom via Cameron’s Titanic.

Wait…Titanic? We thought Cameron was doing Spider-Man after finishing True Lies?! Well, he was…until the story got complicated.

Oh, What A Tangled Web

Soon after Cameron was done with True Lies and presumably ready to turn his full attention to Spider-Man, Carolco went bankrupt, the result of several massive box office failures like Cutthroat Island. Although 20th Century Fox had offered to buy the Spider-Man rights, Carolco held onto them for dear life. Or at least until the company lost them anyway when all its assets were picked up by MGM in a fire sale.

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Well, not all the assets. While Carolco had the Spidey film rights, Sony had home video, and Viacom had won the broadcast rights. After MGM picked up the film rights, both Sony and Viacom claimed to have, as a result of their contracts, the right to make a Spider-Man feature film. At the same time, a financially strapped Marvel Comics sued to get the rights back, on the basis that Carolco had failed to make a film before its option expired. Even Menahem Golan came out of the woodwork, suing everyone else and claiming he still had a piece of the action.

According to the Los Angeles Times, the nearly four years of litigation over the rights to Spider-Man involved “four bankruptcy cases and five lawsuits involving 18 separate written agreements.” Nearly every studio in Hollywood, along with other entities, got involved in the legal wrangling. As the suit boiled down to a pissing match between MGM and Sony, even the James Bond franchise got caught in the middle since both studios were planning competing 007 films due to a rights issue. One of the conditions of the eventual settlement–which awarded the Spider-Man film rights to Sony in 1999–was that the latter company gave up any effort to make a James Bond movie.

When the smoke finally cleared, and Sony emerged victorious with Spider-Man rights in hand, the path seemed finally clear to make a movie about the wallcrawler. But by then, Cameron, who went home with an armful of Oscars for Titanic, including Best Picture and Best Director, had moved on. Even though Stan Lee and then-Sony head John Calley still wanted to see Cameron behind the camera, the director was no longer interested in adapting someone else’s material.

“With the amount of time and energy that I put into a film,” Cameron told Premiere, “it shouldn’t be somebody else’s superhero.” Of course Sony eventually recruited Sam Raimi to direct the first major film adaptation of the character. And the screenplay for 2002’s Spider-Man by David Koepp (with revisions by others, including most notably Alvin Sargent) did use elements of the James Cameron scriptment, including the organic web-shooters. So James Cameron’s Spider-Man does exist in some form in the real world. Which is more than “his” Aquaman can say.

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