The Amazing Spider-Man 2 is now in theaters, and it seems that Spidey’s second outing in his rebooted universe is shaping up to be this year’s Man of Steel; from the debate about the profits to the divisive love/hate split between fan opinion, there are more than a few parallels between the current cinematic versions of the Web-Slinger and Last Son of Krypton.

But while critics and viewers are all buzzing about how much they do or do not like the new Spider-Man movie, the one story that remains of interest to us (and we’re sure other movie fans) is how director Marc Webb approached his second crack at a Spider-Man blockbuster.

We were able to attend an Amazing Spider-Man 2 preview event where Marc Webb was in attendance, and he was kind enough to speak with journalists about everything from what he learned between the first and second films; that unique soundtrack by Hans Zimmer and his “Magnificent Six”; and why, exactly, this sequel needed Electro (Jamie Foxx), Green Goblin (Dane DeHaan) AND the Rhino (Paul Giamatti) as villains.

READ: Our Amazing Spider-Man 2 Review

Q: What is it about Spider-Man in particular, as a solo hero, that you think warrants multiple villains? That makes that work for him? 

MW: Well, you’re always trying to think of ways to challenge across the map. And different parts of the character are challenged by different villains. Different adversaries. Villain is sort of a simple word. One of the great things about the Marvel universe is the complexity of the villains. And like, there’s a sort of—often there’s a preexisting domestic relationship, as the case is with Harry Osborn, that makes those conflicts more emotional and deeper. And that was something [loud squeaking makes speech inaudible] at this point.

Q: What did you learn on the first film that you brought to bear on this one? 

MW: Well, I think the learning curve on the first one was huge, I mean just in terms of the scope of visual effects. I had never carried something through with that scope And the—particularly the animation of Spider-Man and The Lizard,  like trying to create a kind of realism out of that was tricky and I didn’t know how it was going to finish. I just hadn’t had that kind of experience before. But now, having gone through that, I was able to anticipate, you know, think about how all those eventualities and obstacles and things that complicate your way.

I mean, there’s other things, obvious things like the suit for example. The first movie, I was really committed to thinking about how does this kid make this suit? That’s why the eyes were made out of glasses. And in some ways that was a mistake because I think people, hardcore fans, have such a connection to the specificity of the suit, and I sensed that and I was like, I’m going to go back to the iconic version of the suit, which is a little bit more like the Ultimate than the Amazing Spider-Man, so that’s just a couple of things—scope and just the degree of the visual effects.

And then, you know, I learned about what Andrew and Emma were capable of. We know each other very well now. I think we really, when we developing the script, thought about how just funny Andrew is. And how good at delivering that stuff he can be. And how committed he is to that. That was great. And how wonderful an actor Emma is. She not just funny, she’s really has a lot a of depth and that was something that we really exploited this time around.

Q: You just touched on this idea of fan expectations and Electro is always a bit of a second banana among Spider-Man adversaries. I’m wondering if that liberated you to do more with him creatively and how you decided to take him in this direction.

MW: Yeah, I thought Electro—the original version of Electro had this star on his face and the green, yellow. But the cinematic possibilities of that character, I thought were just extraordinary. And I thought I have to be able to explore that, because there was something just really fun about playing with that. But in thinking about his character and what is the nature of this villain? Well, you kind of think about how to make him explosive and interesting visually, but emotionally as well. Like there was an actual quality about him that is bright and it is huge, and so this idea of a character that wants to be seen—and where does that come from?

The beginning of that character, Max Dillon. In order to understand Electro, you have to understand Max Dillon. And Jamie sort of invented this version of Max which I think is extraordinary. And he walks the line between felling this intense pathos for the character, but there’s also a madness there, too. There’s a seed of like, this guy’s psychotic, he’s dangerous. But he was an outcast, he was ignored by the people that should’ve loved him. Which is the same story as Peter Parker. And I think that builds or often foils a character. And so it’s just how they react to their situations that defines their character. And for Electro, you sort of backed into that story a little bit.

Q: It looks like you had a slight change in your philosophy between these two films. I know in the first one, it tried to be a bit more grounded, more real world-ish. And this time it’s been said you’re trying to embrace the spectacular a little more. Was there something specific that inspired you to change your philosophy for the sequel? 

MW: I just felt there were so many visual possibilities. And I remember the feeling of reading the comic book. And when you’re walking into a Spider-Man universe, you’re walking into a dream world. I mean, there’s creatures that come out from the bed, there’s people that are made of electricity, there’s figments of the subconscious that are just jumping out and it’s magnificent. And I didn’t want to be bound. There’s certain things I wanted to try. I mean, just moving the camera around. You haven’t seen it but in the power pant sequence at the end, there’s this—I mean, we spent, we just unhooked the camera and we let it rip. And it was so much fun. It’s what I wanted to do. And it’s very important to keep the emotions grounded, to keep the characters in some real place. And Andrew and Emma are just so good at that side, Dane is so good at that, and Jamie is really good at that. So that was taken care of.

But I wanted that spectacle. There’s the 12 year-old kid in me that just gets up in the morning and is like, “what did I do right in a past life? This is awesome, what can I do to have fun?” And I just wanted to embrace that. I didn’t want to shy away from that. There was a park—I told the story where, like, in the first movie where you know I used that term grounded—which is true emotionally, and I’m committed to that—but like where a lizard is chasing a man in a skin-tight suit down a high school hallway, that’s not really the right word to use. (laughter) I need to open up my aperture.

Q: I want to ask you about villains. Obviously they’re bigger, they’re bolder. You’ve got spectacular actors, you’ve got Jamie Foxx, you’ve got Paul Giamatti. What was it about these guys that you wanted to cast them? What do they bring to the characters? 

MW: Well, Jamie is just a brilliant actor. He is somebody that can do Ray and win an Academy Award for that, and has this ability to create real emotional depth, which I’ve talked about before. But he’s also in In Living Color, he’s a comedian. He’s super funny. And he can dance between them, and I wanted a big, theatrical villain. I wanted someone who’s fun and interesting, who’d embrace that. And Jamie’s perfect in that regard. And Paul Giamatti…you know, again, we have a very careful plan about how these things unfold and emerge, and it’s sometimes hard because I want to show everybody the movie but it’s like, you’ve got to protect that theatrical experience.

But Paul—I told this story before—Paul I saw on Conan O’Brien saying he was a big fan of the Rhino and I was like, that’s brilliant, he’d be a great version of that. So when we were concocting the script we sort of worked that in in a subtle way. I think these kinds of movies, these big scope movies, are great because you can get a caliber of actor interested and they have a blast. It’s really fun for everybody involved. But you also have cover to find new and interesting actor like Dane that haven’t been around for a while. And Andrew was that way. He was sort of a newbie. And that’s been a really fun journey, the cast is a blast.

Q: As a female fan of action movies, I feel as though there’s great an emphasis on the female characters in this movie. That being said, is that deliberate on your part? Were you inspired by any women in your own life?

MW: We’re surrounded by really wonderful women in our group. But you know, honestly, the first movie, it’s a very sad thing, but Laura Ziskin was our producer and she was sort of the mother of the group, and she was really, she always had a female perspective. Spider-Man has always been known for Gwen Stacy and Mary Jane, they’re very strong female characters. Gwen Stacy in particular I’m a fan of because she’s so smart. You know what I mean? She’s really scientific, she a firecracker, and that’s really important, it’s just important for the universe. And Sally serves—when you see the movie, you’ll see just how important a role she plays, especially in the film. It’s a crucial part of Peter’s life and it’s a part that is…I think there are really strong female characters in superhero movies. There’s a lot of great female superheroes.

Again, people like Emma and people like Sally, when you have them working with you, you have to give them some opportunity to really play. It’s always impressive to me how great they are. To me it’s not something special, it’s not something we focus on, it’s just part of the Spider-Man universe. In particular Spider-Man.

Q: Aside from Times Square, where in New York did you shoot, and by any chance did you shoot on Long Island?

MW: We did shoot on Long Island. We built a massive version of Times Square on Long Island in a parking lot. And so we shot part of that in Times Square and we a lot of that stuff on Long Island. We shot the stages on Long Island. We shot in Brooklyn, we shot…Harry Osborn’s house was down on Wall Street. We converted an old bank. We shot all over. Everything was shot in New York state. The car chase we shot in Rochester.

Q: Do you know what studio on Long Island you used? 

MW: Grumman.

Q: So at SXSW you did that whole thing with the music, and this is the most music I think we’ve seen in a superhero movie. Can you talk a little bit about what that process was like?

MW: Sure. This time I wanted to use Hans Zimmer because I wanted to use Hans and a contemporary artist. And then bring them together to create music and incorporated that into the world because I wanted it to feel contemporary, I wanted people to walk outside the theatre and feel like this world mattered, or the cultures were rich. And Hans, in the way that only Hans can, called up Pharrell and was like, hey, come in and start collaborating. And it was awesome. But then Johnny Marr comes in and, you know in my first movie, (500) Days of Summer, The Smiths played a rather large part with that movie. (laughs) I remember we all had dinner, it was Pharrell, Hans, Junkie XL, and Johnny Marr and I went to screen the movie for them after dinner and he was riding in the back of my Volkswagen and I was like sweating the entire time because I was like, Johnny Marr is in my car, this is awesome. (laughter)

But They are incredible collaborators, and really committed to understanding the process of scoring a film, which is very different than writing pop music. But what Hans did in order to get he most out of that was have everybody come in for a week, 10 days, and they just jammed, and basically wrote a record. And then they put the chord progressions and the themes of that record, Hans had arranged them into the different pieces. For example, the love theme came from a song that Pharrell wrote. Which I think will be on the record. So it was a different kind of process for writing a score.

Q: On the topic of music and transposing the music like Hans did for Electro with a virtual orchestra, where you’re basically getting inside his head – is that indicative of how the villains will have an emotional overstory, maybe more so than in the first one?

MW: Interesting. Yes, well, we were very specific. There’s a story behind that voice inside his head. So Pharrell came in and I showed him the movie, and we were trying to enhance the balance between Max Dillon’s psychosis and his pathos. So Pharrell was trying to figure out how to make that happen, how to hit that mark, and he came up with the idea of this voice inside his head. There was a part in Times Square where I needed to have Electro switch against Spider-Man. And those voices became sort of dominant, like a cause of that. I think it helped signal that in a way.

But the voices start much earlier in the film. Pharrell spent hours writing down all these little lyrics that go on and on. It was like the notebooks in Seven. And we sped them up—a guy name Dom did the recording of those. It was an interesting thing because the music became part of the character.  And that’s something that happened, I mean literally a part of the character. Those voices are a way to connect the audience to the thought process of the character. And that was something that helped me with the narrative later on.

Q: A lot of recent superhero movies don’t focus that much on the secret identities, especially of the villains. But that seem to be something that’s important to you in both these films. Why is that such a focus for you?

MW: I don’t know, that’s a good question. I’ll have to ask my therapist about that. (laughter) I mean, listen, secrets—I think about that in terms of Peter Parker. In the first movie, there was a lot of people who were like, when I was developing it, I feel like he should tell Gwen. If I were a seventeen year-old trying to impress a girl, of course I would tell her, to try to impress her, and build some confidence between the two of them. There was an issue because people said you’re going to lose all the dramatic opportunities of concealing an identity, which is a fun thing to play in a scene. But it didn’t feel real to me to hide that. Because he hasn’t really learned why he has to keep the secret. In this movie he’s going to realize why he has to keep the secret. Villains have the same thing.

Q: Why is the civilian focus for the villain so important though? 

MW: What do you mean the civilian?

Q: Well, like introducing Max Dillon as Max Dillon—

MW: Well Max transforms, so he doesn’t really have a secret identity. Just he starts one way and he transforms, so he doesn’t go back and forth. So there are various subtleties to it, but I’ll leave that for you to see later.

Webb on set with Dane DeHaan

Q: What is your favorite part of directing The Amazing Spider-Man 2?

MW: I love that question, thank you. (laughter) I think working on the music is really fun. It’s something I’ve always enjoyed doing. It’s a small space with a lot of really creative people and I get to work with people that are way more talented and smarter than I am and that’s always enjoyable because eventually I get to take credit for it. (laughter) That was something that’s very pure and intuitive for a lot of people. I really admire the musicians in particular. That’s really fun. And working with the actors, working with production designers, working with the creative people who surround the process is really fun, it’s really inspiring and I take great pleasure in working with them. That’s what’s most fun about directing.

Q: The voices in Max’s head, are they related in any way to Man in the Shadows at the end of the first movie? 

MW: Wow. Great question…No. (laughter) I could also just as easily say yes now! That’s such a great idea.

Q: The effects in this movie, just from what we’ve seen here, it’s clearly moved beyond what you did in the previous one, and several increments beyond what’s in the Sam Rami movie. And the thing that you most want to see is the physicality and the technicality of Spider-Man himself and how he moves. I’m curious how you mapped out those effects. Did you actually have certain goals and sort of pushing visual people, did you have them come to you with ideas of what you could do? 

MW: Yeah, we have a team of animators that are across the country. Most of them are in Vancouver, some of them are in Los Angeles. Our lead animator is a guy named Dave, who does most of the Spider-Man work. I worked with him on the first move. We developed a short hand. And Andrew moves a certain way, and we tried to incorporate through motion capture just observation how to make that work. And because we’re so far along in the leaning curve after the first movie, we made mistakes that sometimes that sometimes I’m like, oooh. This time I handed off the sequences earlier because I had more confidence in what they were going to be. So could have the visual effects people working on them longer so we had more time to complete them.

Animating Spider-Man is an incredibly difficult task. It involves many, many layers. It took 16 days to render out the suit flapping on his back. It was a tiny detail that made it look real. And up until that point it was just like, what the fuck? This isn’t looking right. I’m sorry I sweared. (laughter) Swearing may be my favorite part. The fact that I don’t get yelled at for swearing is actually my favorite part. (laughter)

But those little details really help that character come alive and makes it feel a little more tactile, a little more real. It’s just having the time to do that. And the animators have huge walls filled with Spider-Man comic books with all his poses so we know which—to convert an illustration into live-action is very difficult, because the illustrations are often exaggerated and are not exactly realistic, but they contain  spirit and a description of his agility. And whenever we could we would glom on to a certain kind of pose, and one of the animators would have an idea and we would figure out how to back into that.

The Amazing Spider-Man 2 is now in theaters. Click the tag below for more of our interviews with the cast and crew.