<P> Raimi wanted another villain, and Ben Kingsley was involved in negotiations to play the Vulture before the character was cut . Producer Avi Arad convinced Raimi to include Venom, a character whose perceived "lack of humanity" had initially been criticized by Sam Raimi . Venom's alter - ego, Eddie Brock, already had a minor role in the script . Arad told the director that Venom had a strong fan base, so Raimi included the character to please them, and even began to appreciate the character himself . The film's version of the character is an amalgamation of Venom stories . Eddie Brock, Jr., the human part of Venom, serves as a mirror to Peter Parker, with both characters having similar jobs and romantic interests . Brock's actions as a journalist in Spider - Man 3 also represent contemporary themes of paparazzi and tabloid journalism . The producers also suggested adding rival love interest Gwen Stacy, filling in an "other girl" type that Raimi already created . With so many additions, Sargent soon found his script so complex that he considered splitting it into two films, but abandoned the idea when he could not create a successful intermediate climax . </P> <P> Camera crews spent 2 weeks from November 5--18, 2005 to film sequences that would involve intense visual effects so Sony Pictures Imageworks could begin work on the shots early in the project . The same steps had been taken for Spider - Man 2 to begin producing visual effects early for sequences involving the villain Doctor Octopus . </P> <P> Principal photography for Spider - Man 3 began on January 16, 2006 and wrapped in July 2006 after over 100 days of filming . The team filmed in Los Angeles until May 19, 2006 . In spring 2006, film location manager Peter Martorano brought camera crews to Cleveland due to the Greater Cleveland Film Commission offering production space at the city's convention center at no cost . In Cleveland, they shot the battle between Spider - Man and Sandman in the armored car . Afterwards, the team moved to Manhattan, where filming took place at various locations, including One Chase Manhattan Plaza, from May 26, 2006 until July 1, 2006 . Shooting placed a strain on Raimi, who often had to move between several units to complete the picture . Shooting was also difficult for cinematographer Bill Pope, as the symbiote Spider - Man, Venom, and the New Goblin were costumed in black during fight scenes taking place at night . </P> <P> After August, pick - ups were conducted as Raimi sought to film more action scenes . The film then wrapped in October, although additional special effects shots were taken to finalize the production a month later . In early 2007, there were further pick - up shots regarding the resolution of Sandman's story, amounting to four different versions . </P>

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