Few names command as much reverence in cinema as James Cameron. Renowned for iconic films from The Terminator to Aliens to Titanic to Avatar, Cameron's filmography almost included Spider-Man as a major entry. What's more, the film would have starred Leonardo DiCaprio as the web-slinger. But a tangle of rights disputes and legal conflicts prevented what could have been a landmark superhero film.
How it all began
In the early 1990s, James Cameron and his then-wife Catherine Bigelow, the Academy Award-winning director of The Hurt Locker, were in talks with production company Carolco Pictures about making an X-Men film that Bigelow would direct and Cameron would produce. During one meeting that included Stan Lee and Chris Claremont, the legendary X-Men comic book writer, the conversation shifted dramatically.
Stan Lee asked Cameron if he liked Spider-Man. Cameron's eyes lit up. The two talked for about 20 minutes, and everyone in the room could sense the X-Men deal had just evaporated. Cameron was a massive Spider-Man fan, and the prospect of directing a film about the web-slinger was too compelling to pass up.
Cameron's vision
Cameron began writing a scriptment, a hybrid between a screenplay and a narrative story outline. Straying from traditional superhero tropes of mythical cities like Gotham or Metropolis, Cameron envisioned a gritty, realistic New York that mirrored the rawness of the real world.
He wanted this realism reflected in every aspect. In his version, everyone swears, including Spider-Man himself. When writing Peter Parker, Cameron thought deeply about what a real teenager would do if given incredible powers with no one to stop him. Without a strong value system, such a person could become dangerous.
The film's first act hit many of the same beats as later adaptations, but with key differences. There was no Harry Osborn. The laboratory field trip featured genetically enhanced fruit flies rather than spiders. When one fly escapes and gets caught in a spider's web, the mutagen transfers through the spider to Peter when it bites him.
A metaphor for puberty
Cameron's script treated Spider-Man as a metaphor for puberty and the frightening changes of adolescence. When Peter wakes up, he finds himself 80 feet in the air atop a transmission tower with no memory of how he got there. The next morning, he discovers his bed sheets stuck to him, unable to be removed, and notices a sticky white substance covering his body. This was a deliberate metaphor for the physical changes of teenage development.
Cameron included organic webbing rather than mechanical web-shooters, reasoning that no teenager could create devices that would take DARPA labs 20 years to develop. Instead, Peter builds fake web-shooters to hide his biological wrists, so people don't think he's a freak of nature.
The script was mature and explicit, full of swearing, sex, and adult situations that would have earned an R rating. This tone reflected Cameron's view that the story should resonate with older audiences experiencing the universal anxieties of growing up.
The villain and the love story
The primary villain was Carlton Strand, also known as Electro, but this version was radically different from the comics. This Electro used his electrical powers to manipulate computer bank transfers and the stock market, becoming a billionaire. He discovered Spider-Man on television and tried to recruit him into a master race of evolved beings, alongside Sandman.
When Spider-Man refused, Electro bought a TV station from J. Jonah Jameson to wage a media campaign against the web-slinger, trying to make the world so hostile that Spider-Man would turn to him as the only one who understood what it meant to be different.
Peter's relationship with Mary Jane developed through a school biology project on spiders. As they worked together, she grew to like him. After Spider-Man saves her from attackers, they kiss, and Peter takes her to the Brooklyn Bridge where he pins her hands with webbing and the two make love while she remains unaware of his true identity.
The climax and cast
The climax took place atop the World Trade Center, where Electro kidnapped Mary Jane to force a final confrontation. After a spectacular battle, Spider-Man and Electro fell from the tower. Peter saved him before revealing his true identity as a mere teenager, which amused Electro before his death. Peter then showered the city with the money Electro had tried to use as a bribe.
Cameron's cast choices were intriguing. R. Lee Ermey was slated for J. Jonah Jameson, Maggie Smith for Aunt May, and Cameron regulars Lance Henriksen and Michael Biehn for Electro and Sandman respectively. Robin Lively was eyed for Mary Jane, and Arnold Schwarzenegger would have made a quick cameo as Dr. Otto Octavius to set up the sequel.
Why it never happened
The project's downfall began in the 1980s when Menahem Golan, co-owner of Canon Films, purchased the Spider-Man film rights. After several failed attempts to produce a film, Carolco Pictures acquired the rights for Cameron. However, the contract reused Cameron's Terminator 2 deal word for word, giving him approval over every credit on the picture.
Cameron refused to give Golan a producer credit, despite Golan's role in securing the property. When Golan discovered this, he sued Carolco. Other studios also claimed they owned the rights, leading to a tangle of litigation that put the project on indefinite hold.
Cameron went on to make True Lies with Fox and attempted to get Fox to buy the Spider-Man rights, but the studio had no interest in wading into the legal mess. Even after his massive success with Titanic, Cameron remained eager to make Spider-Man, but the rights situation remained impossible to untangle.
A lesson learned
Though it may have been fortunate the film wasn't made in the early 1990s given visual effects limitations at the time, it remains fascinating to imagine how Cameron might have revolutionized CGI technology had he tackled Spider-Man after Titanic's success. Cameron himself called Spider-Man the greatest film he never made.
This experience became an important lesson for Cameron. It pushed him to focus on creating original works rather than trying to adapt existing intellectual property. The failure gave him the impetus to pursue his own ideas, ultimately leading to Avatar and the groundbreaking visual effects revolution that followed.