Facing the darkness: face replacement and digital body doubles take actors to new heights in Spider-Man 3.(Character Modeling/Animation)(Sony Pictures Imageworks)

So begins the long-foreshadowed confrontation between Harry Osborn (James Franco) and Peter Parker (Tobey Maguire). The pivotal plot turn, simmering over the course of the last two films, unfolds not in a typical face-to-face exchange--as such scenes are wont to do--but in a thrilling nighttime aerial battle through the upper climbs of New York City's rooftops. With Harry in pursuit aboard his glider and Peter casting weblines in retreat, the two careen around tenement buildings and crash through the glass windows of office high-rises. When Peter's webline is clipped, he's sent into a vertiginous free fall before Harry spears him into a brick wall.

Surprisingly, as their bodies collide like rag dolls against brick, steel, and concrete, the audience is almost always watching the real faces of Tobey Maguire and James Franco, thus maintaining all the tension and intimacy of two actors squaring off nose-to-nose. Thanks to a revolutionary fusion of live action and CGI developed by Sony Pictures Imageworks and director Sam Raimi, the same holds true for scenes involving Topher Grace as Venom and Thomas Haden Church as The Sandman. In fact, digital faces rarely usurp the actors' performances in Spider-Man 3. So, how is this possible, given the fact that stuntmen and digital doubles are obviously behind the superhuman action? The answer lies in face replacement and some of the most horrendously complicated matchmoves ever attempted by a major effects studio.

As the first Spider-Man film set the visual effects standard for the new wave of superhero movies, so too has the third installment raised the bar for those that follow, by using CGI to maintain, rather than to replace, the actors' connection to the audience throughout all the superhuman fight scenes and acrobatics. It's fitting that Raimi, a visual virtuoso who has in recent years become more of a minimalist focused on character and performance, would lead superhero CGI toward the goal of broadening, rather than limiting, the actor's stage.

"Right from the outset, Sam [Raimi] and I agreed that CGI has advanced to the point where it's so commonplace that it can become boring, even disconcerting, for an audience. So our goal was to use as much live-action photography as possible," says visual effects supervisor Scott Stokdyk. With that goal, almost every effects shot became a tangled web of CGI, face replacement, matchmoving, and elaborate stunt work courtesy of Go Stunts, resulting in spectacular action sequences that far surpass anything audiences have seen in terms of scope, realism, and intensity.

As the film opens, Peter is finally mastering the rhythm of his hectic life. Honored by the city for his crime fighting, in the running for a staff position at the Daily Bugle, and his romance with Mary Jane (Kirsten Dunst) in full bloom, his thoughts soon turn to marriage. But his hopes of nuptial bliss are threatened when a meteorite, carrying a malevolent alien goo, crash-lands in a field nearby. The intelligent symbiont hitches a ride on Peter's bike and clings to his costume, amplifying his physical powers and negative emotions. Peter is suddenly consumed by anger, aggression, and vengeance, especially for an escaped convict named Flint Marko, the thief who killed his uncle, Ben Parker. Meanwhile, fleeing from the police through a New Jersey field, Marko stumbles into a massive sand-filled atomization bowl being used for a physics particle experiment. As a giant mechanical arm--called the atomizer--spins faster and faster around him, the sand particles transpose with his own molecules, turning him into The Sandman.

Under the influence of the alien goo, Peter also starts a new romance with his beautiful lab partner, Gwen Stacy, enraging rival Bugle photographer Eddie Brock, a troubled young man who is obsessed with Stacy. If Sandman and Harry (as the new Goblin) weren't enough for Spider-Man to wrangle with, the black goo soon finds a new host in Brock, turning him into Venom, a fearsome foe who mirrors Peter's egomaniacal side. After alienating MJ and the city's inhabitants, Peter must choose between the aggression-induced power of the black costume and accepting his responsibilities as a superhero. Ultimately, Peter chooses rightly, reuniting with Harry to fight The Sandman and Venom in a climactic battle sequence. "Raimi envisioned it in the spirit and scale of those Avengers comic book covers, where a bunch of superheroes would be flying around with giant monsters in the background," says Stokdyk.

Virtual Venom