We take you inside your first look at the film!

Movieweb.com was recenly fortunate enough to attend a preview of the upcoming film, Spider-Man 3 - which included the first look at the real Sandman - on the Sony lot in Culver City, California. On hand was Avi Arad, executive producer of the film and director, Sam Raimi, as well as some of the other special effects artists.

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We walked into the Cary Grant theater, sat down, and got an introduction to the film by Sam; he explained to us we'll be seeing a 'scenelit' of the final project. In fact, he couldn't even stay to chat afterwards because he was busy editing the film; he was also waiting for Stan Lee to get in the ADR booth to do his voice over work - of course, he has a cameo in the film.

But Sam wanted a select number of people to come out to see the footage on the big screen before watching it on television or on the internet. "We just want to give you the flavor; we're not showing you things in order, but it's a sampling. There's a lot more to come, and there's plenty of surprises coming your way with this movie; the movie's almost done, but I better hurry cause it's opening in eight weeks."

The lights went down and we took in the first glimpse of Spider-Man 3!

Your First Look at Spider-Man 3

The first scene was with Peter Parker (Tobey Maguire) and Mary Jane Watson (Kirsten Dunst) laying on top of the city - in the middle of a spider web; there was a great camera pan to show you what they were laying on. Both Peter and MJ declared their love for each other.

The second scene we saw Peter at Aunt May's (Rosemary Harris) apartment; he told her he's going to ask MJ to marry him. Aunt May then tells Peter how his Uncle Ben proposed to her; she gave Peter her engagement ring to give to Mary Jane.

Then the real fun began - a great final scene was a fight/chase sequence between Peter and Harry Osborn (James Franco); only, Harry was becoming a little more advanced to just be 'Harry' if you know what I mean. As Peter rode on his scooter, he was swept up by Harry riding a flying skateboard - think Back To The Future 2, but way freakin' cooler! The first time we see Harry, the buzz from his board resonated in the theater; you could feel the impact of the sound quality.

Decked out in all green and black, it could only mean one thing - Harry will be turning into the Green Goblin. The top half of his outfit had a retractable facial gear, a pair of green goggles, a green mouthpiece, and wicked arm blades! However, neither Sam nor Avi would say anything of the sort. "Call him Harry; he will be named later," Avi pointed out.

Peter tries once again to explain to Harry that he did not kill his father, but he won't hear any of it. Harry's quickly learning the 'special powers' he's been given - punching through walls, near ultimate strength. Peter and Harry battle it out in the air through the alley ways of New York; mostly, it's Harry taking out Peter smacking him on the sides of buildings or just kicking the snot out of him.

At one point in their fight, Harry throws Peter through a building full of glass windows; it's a slow-motion shot following him from his first impact of hitting the glass, going through the building, and out the other side crashing through the other set of windows. In the process, the engagement ring falls out of Peter's pocket; still the slo-mo, the ring and Peter seem to float in the middle of the air. With only seconds to spare, Peter shoots out his web and shoots down to grab the ring - and that's also when Peter takes the upper hand.

Your First Look at Spider-Man 3

As they battle through a small alley, Harry flying his skateboard and Peter using his web to move. Harry throws these bug-like weapons at Peter; that's when you see Spidey's humor come out, uttering the phrase, 'I hate those things.'

Peter catches one of them and throws it back at Harry, which catches him off-guard. Harry loses his balance on his board, hits his head on a pipe, landing on a garbage dumpster and rolling to the ground. Peter rushes to save him - but is it too late? We'll just have to wait and see.

Finally, the last thing we saw was a short snipit of the trailer, which showed a gigantic image of Sandman rising up in the city. Seeing that, got me pretty excited for what's to come in the final film. The lights went up - but not for long cause we took it all in again.

Avi Arad then spoke briefly about what we can expect for the film. As the new villains, Sandman and Venom make their presence felt, "Peter has to deal with the dark side," he said. "That's the theme of the film; it's the most complex of the series yet. Beating up Peter Parker harder, seeing how much he can take - this is the biggest of them all. There are parts of Peter that are trouble, but we want to make clear it is the same guy."

With everyone returning in the crew and cast, Avi mentioned, "We're able to dig deeper into CGI and imagination. We always ask how can we get better - and you can see, we're getting better."

When talking about Sandman, "[He's] a fascinating villain for us; Sam made him far more fascinating than the books. We pride ourselves in connecting our villains to our hero; we gave Sandman an interesting story. When we look at someone like Sandman, what an opportunity to dress this character in this role."

As for more adventures of the 'webbed one,' Avi definitely relayed there is more to come. "There's never a conclusion; this story is going to go on for a long time and continue going. Peter Parker's story will continue forever." David Koepp has been rumored to be the front runner for writing the fourth installment of the series. "It'd be great if he does, but it's too early to be thinking about that," Avi said.

Your First Look at Spider-Man 3

From the footage we saw, we're in for a wild ride! Spider-Man 3 flies into theaters May 4th.