Sara Vilkomerson
July 12, 2013 AT 04:00 AM EDT

”You can feel it on the set,” says director Marc Webb. ”People aren’t scared.”

In 2010, when Sony announced that it was rebooting the Spider-Man franchise, Spi-hards were understandably uneasy. But the revamp turned out to be surprisingly sly fun and made more than $750 million worldwide — and there’s nothing that calms Hollywood’s nerves like money and positivity, preferably in that order.

Now it’s day 87 on The Amazing Spider-Man 2, which will hit theaters on May 2, 2014. The production sprawls over several blocks of Manhattan’s Chinatown. At the moment, Webb is in between scenes, as well as in between bites of some soup dumplings, and he’s talking about the new confidence percolating among the cast and crew. ”With the first one I felt it was important to retell that origin story,” says the director. ”But that was kind of brutal because people were so familiar with it. Now that the origin story is done? We’re off to the races. It’s incredibly liberating.”

Webb remembers that when he was this close to wrapping the first film, he was so exhausted that he was about ready to collapse. Not so this time. ”It’s exhilarating,” he says. ”It’s been incredibly satisfying to dig into other elements that the audience hasn’t seen before.”

At the expense of contradicting Webb, a lot of people on the set are scared — but they’re extras, and they’re paid to be.

One June evening, nearly 200 background actors wait patiently for their cue to break into a panicked run down a narrow street. Judging from the sirens, helicopter lights, and ambient smoke, the city is in crisis. But in the middle of the action is a familiar masked face: your friendly neighborhood Spider-Man. He’s having what appears to be a lovers’ spat with his girlfriend, Gwen Stacy: He’s got to go save the city, and she wants to come with. Their dialogue is rat-a-tat fast, funny, and fizzy. Spidey effectively ends the argument by webbing Gwen to the hood of a car and Spidey-ing off. Webb calls ”Cut!” and approaches Emma Stone, who plays Gwen. They exchange a few whispered sentences before she takes her place in front of Spider-Man, played by her real-life boyfriend, Andrew Garfield.

”Don’t worry. We’re just cutting you out of the loop,” she teases Garfield before cameras roll again. After a moment’s pause, she adds quietly, ”You look like a dork.”

”I’m wearing spandex,” Garfield says.

Stone smiles at him. Webb calls ”Action!” and they begin again.

The fact that Spider-Man wears spandex is just about all the filmmakers want you to know about the plot of their movie. But the cast and crew will be doing some (very careful) publicity at Comic-Con next week, so here’s a little more info to whet your appetite without ruining it: Spider-Man’s main foe will be Electro (Jamie Foxx), a terrifying blue fiend who can manipulate electricity after a fateful accident at Oscorp (the same place Peter Parker had his momentous encounter with a spider). Parker will also be grappling with the mystery of his parents’ death as well as his complicated and close relationship with Oscorp founder Norman Osborn (Chris Cooper) and his son, Harry (Dane DeHaan) — memorably played by Willem Dafoe and James Franco in previous films. The always inventive Paul Giamatti turns up as thug-for-hire Rhino.

Just don’t expect an updated version of Kirsten Dunst’s girl-next-door Mary Jane Watson — at least not yet. As production on Spider-Man 2 wrapped last month, EW learned that Shailene Woodley, who spent three days in March shooting scenes as Mary Jane, would not be appearing in the movie after all. Cutting Woodley wasn’t an easy decision, the filmmakers insist, and they offer nothing but praise for the actress. ”There was just too much story,” says producer Avi Arad. But since Sony had just announced plans for a third and fourth film in the franchise — already scheduled for 2016 and 2018 — they felt it would be better to introduce Mary Jane in the next film and keep the focus in The Amazing Spider-Man 2 on the Parker-Stacy romance. ”The relationship between Peter and Gwen on screen felt so authentic that complicating it didn’t feel like the right decision,” says Webb. Will Woodley still be playing Mary Jane when it comes time for the third installment? Nobody’s saying. The actress’ dance card is spectacularly full as it is. And producer Matt Tolmach claims it’s too soon to make any decisions about the role: ”We just finished! We need to go lie down for five minutes.”

Woodley’s departure has fueled conspiracy theories that The Amazing Spider-Man 2 could be fateful for Gwen Stacy. (Warning! Forty-year-old spoiler ahead!) When paparazzi photos surfaced of Stone wearing a pale blue coat, a purple skirt, and tall boots, fans quickly noted the similarity to the outfit Gwen dons in the 1973 comic The Amazing Spider-Man #121, otherwise known as ”The Night Gwen Stacy Died.” But Webb is quick to caution, ”You don’t want to make those kinds of assumptions. We’re honoring the canon in a lot of ways, and in some ways we diverge from it.” As for all the blogs and pictures and speculation floating about, he just sighs: ”It’s a bummer, but we expected it. But we do want to maintain some mystery. Whatever you think is going to happen, you’re going to be surprised.”

A few hours after Spidey webbed her to a car, Stone sits down with EW, still wearing the outfit in question. ”I’ve been given a laundry list of what I’m not allowed to talk about,” says the actress, 24. ”Which is, basically, everything.” However, she’s sympathetic to a journalist’s plight. ”This sucks for you. I want to help you — what’s the one question you wish you could ask?”

Okay! Does Gwen Stacy die in this movie?

Stone bursts out laughing. ”Can you imagine if I told you the answer? Imagine if I just told you, like, the whole plot of this movie.” She laughs harder. ”Would they fire me?”

That same evening, Andrew Garfield is out of costume and chilling on a park bench near the East River. The local kids have caught wind that Spider-Man is here and have started to gather with comic books for signing and smartphones for pictures. Garfield is unfailingly friendly, and so relaxed that when it’s time to end the impromptu autograph session, his fans drift away smiling. He can relate. He was also nuts about Spider-Man growing up. ”There are certain days that I wish that someone else was doing this job so that I could just enjoy the movies,” says the actor, 29. ”But then you have interactions like these, and that’s the stuff you take home with you.”

Garfield’s one of the folks Marc Webb was talking about when he said people on the set aren’t scared this time around. The actor is palpably at ease in his role now, though he’s reluctant to use the word confident because, as he puts it with a smile, ”that means we know what we’re doing!” He adds: ”One of the big struggles we had on the first one was to reinvent this already perfect character. This time we have this very, very good script that makes a lot of sense.”

When Garfield first heard the story for part 2, by screenwriters Alex Kurtzman, Roberto Orci, and Jeff Pinkner, he was impressed by the careful balance it struck between Spider-Man’s trickster humor and Peter Parker’s emotional depth. ”I almost cried,” he says. ”Because I was like, ‘This is what we’ve needed and this is what we were missing a little bit on the first one.’ I just felt this warm rain of reassurance rushing through my soul. I was like, ‘Okay, we’re fine.’ If we mess up, it’s my fault now.”

Garfield can speak at length about his love of comic books, and how open the Spider-Man universe is for interpretation. He points out that in the most recent comics, Peter Parker is half African-American and half Hispanic — and that when Spidey’s suited up, he’s the only major superhero who doesn’t show any skin color at all. Interesting, right? And just last night, Garfield says, he had a philosophical chat with producer Tolmach about Mary Jane, or M.J. to fans. ”I was kind of joking, but kind of not joking, about M.J.,” he says. ”And I was like, ‘What if M.J. is a dude?’ Why can’t we discover that Peter is exploring his sexuality? It’s hardly even groundbreaking!… So why can’t he be gay? Why can’t he be into boys?” Garfield even has an answer for what actor he’d like to see playing opposite him. ”I’ve been obsessed with Michael B. Jordan since The Wire. He’s so charismatic and talented. It’d be even better — we’d have interracial bisexuality!”

EW later mentions Garfield’s bisexual idea to Webb. ”Michael B. Jordan, I know,” he says. Oh, so he’s heard this too? ”Uh, are you kidding?”

Day 95 of production takes us to Oscorp’s power plant, situated on a Long Island soundstage. (Nearby, there’s a mind-bogglingly detailed reconstruction of Times Square, complete with gum stains and prop trash.) It’s Jamie Foxx’s last day on set, and members of the crew wear the T-shirts the actor has given as gifts, emblazoned with nicknames such as Sneaky Pete and Wreck.

During this scene, Foxx is in full Electro splendor — the blue makeup is chilling even without CG enhancements — and he’s lowered his voice into an unrecognizable guttural growl. ”Itsy-bitsy spider crawled up the waterspout,” he snarls into the camera. ”Down came Electro…and wiped the Spider out.”

Foxx does a few more takes before an announcement is made: ”That’s a picture wrap on Jamie Foxx.” The actor, a popular figure among the crew, receives a long round of applause.

After taking off his makeup and trading Electro’s armored suit for sweatpants, Foxx relaxes in a nearby trailer. Playing a supporting role in a superhero movie doesn’t necessarily seem like the next logical step for an Oscar winner, but Foxx says he ”leapt” at the chance. ”To get to be the villain and get to say all the cool stuff? Of course!”

When the production was shooting in Times Square last winter, he typically chatted with bystanders in between takes instead of retreating to the warmth of his trailer. ”Oh, you have to,” he explains. ”It’s a blessed life, you know. This is acting — it’s not manual labor.” He pauses. ”It really was freezing, though.”

Five shooting days after Foxx’s final bow, production wraps on The Amazing Spider-Man 2. Despite all the online speculation, webheads will have to wait another 10 months to discover what transpires for Peter Parker. And that’s exactly how Webb wants it. ”There are so many moments — beautiful, earth-shattering, and thrilling moments,” he promises. ”I just want you to see for yourself.”

This is the way a director should always sound: proud, confident, and, best of all, not the least bit scared.

Spidey’s Swingin’ New Suit
With great power comes great responsibility…and a brand-new suit. When some fans grumbled that the suit in 2012’s The Amazing Spider-Man strayed too far from the look of the original comics, the filmmakers listened. ”The truth is we heard the world,” says producer Avi Arad. Director Marc Webb worked closely with costume designer Deborah L. Scott and a team of nearly 20 people to update Spidey’s look. Scott estimates she made 45 different suits for the 100-day production. ”It’s not cheap,” she says with a laugh. Here’s a breakdown of the major changes.

THE EYES ”We’ve got the best eyes of any suit,” says Webb. ”Really big, very warm white eyes.” Unlike the eyes in the last suit, which were smaller and yellow, these are as large as possible given the size of Andrew Garfield’s head. ”They’re very expressive in their own way,” Scott says.

THE WEB SYMBOL Traditionally, the Spidey suit has a weblike graphic on the chest. This time, costumers took ”an extremely mathematical and precise” approach, says Scott, plotting out the design on a computer in 3-D form. The little-red-brick pattern is intended as an homage to the Tobey Maguire-era suit. ”You don’t want it flat,” she says. ”That wouldn’t be interesting.”

THE COLOR One of the biggest challenges was determining the exact shades of red and blue for Spider-Man’s suit. Scott chose hues that are much darker than the last suit’s, she says, with richer tones.

THE BELT Sharp-eyed viewers of the 2012 film noticed that Spider-Man didn’t wear a belt. ”It’s there in the source material, so this one does,” says Scott. Why exactly does Spidey need a belt? ”I don’t know,” she says. ”He just always has. There are rules to comic-book characters.”

WEB SHOOTERS When redesigning the apparatus that Spidey uses to shoot webbing, there were practical questions to consider. ”We wanted ours to have an MP3 player in it,” says Scott. ”You’ll see early on in the film that he can turn music on that he’s listening to inside the costume through his web shooter.”

Know Your Villains!
First Appearance: The Amazing Spider-Man #9, February 1964
Played by Jamie Foxx

Backstory Maxwell Dillon, a would-be engineer, is struck by lightning while working on a power line and ends up with dangerous new abilities to manipulate electricity. He’s long been a favorite of comic-book fans. In 1991, James Cameron even wrote a treatment for a Spider-Man film with Electro as a villain.
Working Blue For Foxx, the character’s motivation was complicated in an interesting way. ”What’s good about the Spider-Man franchise is that the villain doesn’t always turn out to be just pure evil,” he says. ”It comes from being hurt or shunned.”

First Appearance: The Amazing Spider-Man #41, October 1966
Played by Paul Giamatti

Backstory Aleksei Sytsevich, a member of the Russian Mafia, volunteers for an experiment that makes him very strong and fast, with armor modeled on a rhinoceros hide.
Rhino-Mite In 2011, Giamatti went on Conan O’Brien’s late-night show and rhapsodized about the character. So casting the Oscar-nominated actor was a no-brainer for director Marc Webb. ”Paul Giamatti is unbelievable,” says Webb. ”Truth be told, he’s not in the movie all that much. But the moments he’s in it he owns in such a magnificent way.”

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