In a dark corner of an Atlanta warehouse nestled between an old fish store and a company that buys and sells shipping palletts, two of the biggest media companies in the world are making a movie.

After more than a decade producing and releasing their own Spider-Man films, Sony has partnered with Marvel, the Wall-Crawler’s comic-book publisher for more than 50 years, for Spider-Man: Homecoming, a new franchise with a new version of the classic hero at the very start of his career.

On this hot and sunny day in Atlanta — the 46th of a 74-day shoot — the warehouse serves as the headquarters of the film’s main villain, the Vulture, played by Michael Keaton. Almost 20 journalists have been invited to observe the production — ish. While Keaton’s Vulture confronts Tom Holland’s Spider-Man — dressed not in the high-tech super-suit bestowed upon him by Tony Stark in last summer’s Captain America: Civil War but a homemade costume made out sweatpants and a hoodie — the press are sequestered about a football field’s length away and around a corner, where they can watch (but not hear) the scene in progress. (For the Spider-Man nerds in the audience: Holland’s homemade costume vaguely resembles Ben Reilly’s original Scarlet Spider outfit. For the non-Spidey nerds: Don’t worry about it.)

Off-camera, production assistants provide approximate sound effects (“BOOM! BOOSH!”) as Keaton presses the buttons on a small device in his hand. When the crew turns around to shoot the reverse angle, Holland enters the warehouse, tries to shoot Vulture with a web (or at least mimes the action; the web will presumably be added in post-production), and then strikes a classic Spider-Man pose while the PAs yell “BLAM!”

Even with Keaton occasionally screaming into a walkie talkie, I could only make out a single line of dialogue: “Yeah! YEAH!” It sounded like Vulture called Spider-Man by his real first name, but I’m not sure. Later, Holland would tell us that the scene is “the first time Pete faces off with [the Vulture]” but clearly, there are lots of specifics Sony and Marvel don’t want their visitors to know — like when and why Spider-Man lost his costume and where precisely in this story the scene takes place. (Keaton refused to even tell us what he was throwing at Holland in the scene.) With great power, it seems, comes a responsibility to guard plot details.

During the day I spent in and around the sets of Spider-Man: Homecoming, this sort of dedication to secrecy was rampant. The words “Spider-Man” and “Homecoming” were almost nowhere to be seen. Office signs and production vehicles were all marked instead with a logo for “The Summer of George” — a fake code name inspired by an episode of Seinfeld where George Costanza spends his entire severance from the New York Yankees lying around the house. At Pinewood Studios, home base for the massive production and the site of sets like a replica of the base of the Washington Monument and a massive reproduction of the Staten Island Ferry, boards filled with concept art were missing images in several key places — most notably the one marked for the film’s final scene, labeled only “Press Conference.”

Although Marvel executives and Sony producers are forthcoming with many story points they clam up when the journalists ask about the roles played by certain actors — particularly Donald Glover and Zendaya, the subject of a major rumor that claims that despite her credit as “Michelle” her character is actually a re-imagining of Spidey’s iconic love interest, Mary Jane Watson. No wonder, then, that the warehouse set had a separate garbage can just for disposing of the day’s call sheets, which could provide clues to these unannounced characters. In big black letters, the lid to the garbage read “SEE SOMETHING, SAY SOMETHING,” the slogan originated by the MTA to encourage subway riders to report suspicious behavior among fellow passengers. On the set of Spider-Man, it’s not just the characters who have secret identities.

Despite the air of mystery, and the sometimes cagey answers from the members of the cast and crew who come to speak with the press, the creators of the new Spider-Man were open about some important elements of their work. The picture they painted, incomplete though it may be, made it clear this Spider-Man will be very different than the two that came before him. Here are ten ways Spider-Man: Homecoming will follow a different path than the one carved out by Sam Raimi’s Spider-Man and Marc Webb’s Amazing Spider-Man series:

1. Spidey’s not the only super-hero in town.

Spider-Man Homecoming

Peter Parker faced a lot of bad guys in the past, sometimes as many as three in one film. But he always braved it alone. Not anymore.

“We made five Spider-Man movies. And we needed to do something different,” explains Amy Pascal, former Sony chairperson and producer of Spider-Man: Homecoming. “The thing that we hadn’t done was put him in the Marvel Universe, and put him in a world where there are other superheroes.”

In Homecoming, Spider-Man is fresh off his adventure with the Avengers in Captain America: Civil War, and Robert Downey Jr.’s Tony Stark remains actively involved in Peter’s life as a mentor — which also means Downey has a significant supporting role in the film. (Jon Favreau will reprise his role as Stark bodyguard and confidant Happy Hogan as well). For director Jon Watts, the chance to relocate Spidey to the center of the MCU was a big part of the appeal.

“I was really excited about that,” Watts says, “because the other movies have shown what I described as the ‘penthouse level’ of the Marvel world — what it’s like to be Thor, Iron Man. But what’s great about Spider-Man is that he’s a regular kid. So by showing his story you also get to show what the ground level is like in a world where the Avengers exist.”

That juxtaposition will be visible right from the start of Homecoming, which opens in the ruins of Grand Central Station following the events of the first Avengers, with the MCU’s literal penthouse — Stark Tower — looming in the background. And you can expect to see more connections to the wider world of Marvel movies. The Vulture’s crew makes a living scavenging superhero fights for technology, so there will be cameos from some familiar pieces of Marvel weaponry. The Vulture’s henchman the Shocker uses gauntlets that previously belonged to Crossbones in Civil War.

2. This Spider-Man stays in high school — and acts like it.


When Spider-Man opened in theaters in 2002, Tobey Maguire was 27. When The Amazing Spider-Man debuted, Andrew Garfield was already 29. When I visited the set of Homecoming, Tom Holland couldn’t even legally drink in the United States.

He’s called Spider-Man, but this Spidey is very much still a kid. And while both of the previous Spider-Man franchises quickly pushed their Peter Parker into college or marginalized his education (and human supporting cast), the plan right now is for Holland’s Peter to stay in high school for a while.

“One of the themes of the movie,” Watts says, “is what would a 15-year-old boy do with super-powers?” But that approach created problems of its own: Holland might be younger than either of the previous Spider-Men, but as a longtime actor, he’s never spent time in high school, in America or otherwise. And so Watts sent him undercover to a school in the Bronx for three days.

“It was a science school, and I am in no way a science student,” Holland says with a laugh. “Some of the teachers would call me up in front of the class and try to get me to do science equations and stuff – it was so embarrassing. But it was actually really informative because schools in London are so different. I would go to school every day in a suit and tie, with just boys. To be in a school where you can be free and let loose, and be with girls, it was so different. Like so different. But yeah, it was a really great experience.”

For Watts’ the high school component was another huge part of the appeal of making a new Spider-Man. “When you’re in high school,” he added, “everything seems like the most important thing and everything bad seems like the end of the world. So if you have a zit or a girl doesn’t like you or you have to fight a super-villain, those things when you’re 15 are all at 11.” To further immerse his young cast in the vibe he wanted to hit, he made them watch John Hughes movies, and even put some homages to Hughes in Homecoming. One chase scene, the filmmakers told us, is heavily inspired by the end of Ferris Bueller’s Day Off.

3. The emphasis on youth extends to the supporting cast.

Alberto E. Rodriguez, Getty Images
Alberto E. Rodriguez, Getty Images

Spider-Man’s younger Peter Parker has a younger Aunt May too, played by Marisa Tomei. Eric Carroll, Marvel’s Director of Development, says their relationship is different than past Peter and Mays. “Instead of this grand matronly aunt who for some reason is twice the age of Peter’s parents,” he explains, “it’s almost like the big sister. They’ve lived together for so long. It’s not like she’s totally uncomfortable being a parent or anything, it’s more like she isn’t his parent. She’s a little older than him, of course, but they’re just different people. She’s a little more rock ’n roll and he’s a little more home robotics club.”

Carroll also notes that the rest of Peter’s high school classmates are young too “These are actual kids. We tried to cast young. We don’t have anybody in their early-30s or late-20s attending this high school.”

Holland notes that his Peter’s age is how people are going to be able to differentiate his Spider-Man from Tobey Maguire’s and Andrew Garfield’s. “[Tobey and Andrew] both had such great versions of the character,” he told me. “For me it’s just making sure I feel like a kid on set, and really be the kid that everyone wants to be, and just have fun with it, and see a superhero really enjoy having his powers.”

4. Expect a lighter Spider-Man too.

Spider-Man Homecoming

Spider-Man is known for his wisecracks, but when he takes off the mask, Peter Parker tends to be a moper, always fretting about bills or girls. Everyone involved in Spider-Man: Homecoming says it will be a less melodramatic, less depressed Spider-Man. As Eric Carroll puts it: “If you’re 15 and you get Spider-Man’s powers, you don’t go straight down to the power of responsibility. You don’t go straight down the heavy-is-the-head type thing. This would be fun. This would be amazing. This would be better than going home to ride a dirt bike.”

That also means you won’t see Peter or Aunt May dwelling too much on the death of Uncle Ben, whose murder was a central part of both Spider-Man and The Amazing Spider-Man. Carroll said there was an “acknowledgement” of Ben in the movie, but he also noted that “to keep this fun, light tone, as soon as [Peter and May] have their ‘Let’s remember our dearly departed father figure’ — it derails that a little.” Don’t plan on seeing Holland’s Peter say “with great power comes great responsibility” either. “That’s Tobey’s line, not my line.” Holland reveals.

5. There’s a new focus on diversity.

Spider-Man cast
Getty Images for Disney

Previous Spider-Man casts were very white. (In fairness, so were the Spider-Man comics they were based on.) At the urging of Watts, Spider-Man: Homecoming shifts in a different direction.

“The very first thing I made was a look book of what I wanted the world to look like and what the kids should look like and the high school should look like,” Watts explains. “I lived in New York for 13 years, and it should look like a school in New York. It shouldn’t look like a school in the Midwest in the ’50s. So I pulled a bunch of pictures of kids and documentary photos of kids in schools, and that was part of my pitch.”

“I don’t want to sound like we were trying to be politically correct, because that would be a drag,” Pascal added. “But ... it was really important. Because it’s the world that we live in. And we don’t live in that other world anymore. And we needed to catch up with the way the world really is and people who go to the movies.” Peter’s best friend Ned is played by Filipino-American actor Jacob Batalon, and the cast also includes Laura Harrier as Liz Allen, Tony Revolori as Flash Thompson, and Zendaya as Michelle.

6. This Spider-Man is still learning how to be Spider-Man.


We may have seen Tobey Maguire and Andrew Garfield’s Spider-Man origins, but their characters quickly evolved into full-fledged superheroes. Homecoming doesn’t retell Spidey’s origin, but Holland’s Peter is going to be a bit more tentative as a crimefighter.

Homecoming is set a few months after the events of Civil War, and according to Carroll, this Spider-Man has been on the job for “less than a year.” And while he’s not irrationally phobic of heights, he’s not quite as fearless about them as the last couple guys we’ve seen wearing the webs.

“He has the fear of heights I think all well-balanced people do,” Carroll explains, “that when you’re standing over a fourth story, looking down knowing there’s nothing to stop you from falling, you probably tense up a little.” As Carroll puts it, Holland’s Peter is “going to work up to being the Spider-Man we know he’ll become someday.” He won’t be swinging down 5th Avenue 40 stories above the street without a care in the world.

You won’t see a lot of epic, swooping camera moves either. “This is the camera coming down to the ground level and staying there for a while with Peter,” Watts notes. While it’s been true of most Spider-Man movies, Homecoming is a real coming-of-age story, and as Watts tells it, Holland is still trying to figure out “which part of me is Peter and which part of me is Spider-Man and which part of me is both.”

7. Manhattan is less of a location than a goal.


The penthouse/ground level view of the Marvel Universe carries over to the film’s setting. Though Peter always lives in Queens in these movies, he tends to do most of his web-slinging in Manhattan, another element that Spider-Man: Homecoming will look to change.

If you think of New York, you usually think of Manhattan,” says production designer Oliver Scholl. “It’s a very conscious choice to say he is not in Manhattan. Manhattan stands for the big guys. It’s always across the river. That’s what he aspires to. That’s where the Avengers Tower is across the river, looming in the sunset. But he’s not there yet.” This Peter seems to take more than a few cues from John Travolta’s struggling disco dancer in Saturday Night Fever, who dreams of escaping his mundane life in Bay Ridge for excitement and success across the East River. (As described, Homecoming sounds more than a little bit like Spider-Man Night Fever.)

New York will also get recast as a more naturalistic city, toned down from the Big Apple of older Spidey movies where roving gangs of muggers seem to lurk around every corner. “I lived 12 years in New York, and I never once got robbed in an alley, and I walked through a couple.” Carroll notes, before adding that the more realistic setting should help “tell a more realistic story.” This Spider-Man will find a more down-to-earth danger in alleys: Garbage collectors, who take the dumpsters where he hides his street clothes. “And Aunt May is like, ‘What is it with you and backpacks?’ laughs Carroll.

8. Spidey’s getting some cool new gadgets.


Civil War viewers already know one big Homecoming deviation from Spider-Man history: In the Marvel Cinematic Universe, Spider-Man gets his iconic costume from Tony Stark rather than designing it himself. And Stark’s version is full of cool new gadgets Peter’s never used onscreen before.

While he’s testing the suit, Peter discovers something that Stark calls the “training wheels protocol.” Unlocking it gives Peter even more abilities. If you’ve seen the latest trailers for Spider-Man: Homecoming you already got a glimpse of a few, including glider wings (reminiscent of the armpit webs that were drawn into the Spidey suit by classic artists like Steve Ditko and John Romita) and the chest symbol that can turn into a drone. But during our conversation Eric Carroll revealed a few more that haven’t been shown in any of the advertising to date. The suit also has a heater, airbags, a parachute, and a JARVIS-style talking A.I. It can also shoot all kinds of webs, including one that can tase people, and one that shoots multiple strands at the same time in different directions.

9. There’s a new love interest as well.

Laura Harrier
Getty Images for Dior Beauty

All the speculation around Zendaya and whether she’s playing Mary Jane or “Michelle” misses the larger point: Whoever she’s playing, she’s not the object of Peter Parker’s affections in Spider-Man: Homecoming. That would be Liz Allan, played by Laura Harrier. Liz is one of the oldest characters in the Spider-Man mythos, first appearing by name in the pages of 1963’s Amazing Spider-Man #4. A classmate of Peter’s and a girlfriend of bully Flash Thompson, comic-book Liz eventually becomes friends with Peter, and even married Harry Osborn. Obviously this Liz will be a distinct one from the character created by Stan Lee and Steve Ditko.

If you’re still more interested in Michelle anyway, Watts compared her to Ally Sheedy in The Breakfast Club and Linda Cardellini in Freaks and Geeks. Here’s what Tom Holland had to say about her:

Michelle is a very interesting character. She’s very quiet, and she’s always reading these crazy books, like how to murder someone with no one knowing [laughter] – Jon has picked the strangest books for her to read. Yeah, we’ll be doing a scene with all of the other cast members, and then she’ll sort of pitch in and we’ll be like, ‘That was a strange thing to say,’ and then we’ll continue on with our dialogue. It’s a very fun character, and Z has really brought a lot of herself to the character. It’s been really fun working with her on set.

10. Whenever possible, you’re not going to see the old Spider-Man characters you know.

Michael Keaton
Chuck Zlotnick

No Norman Osborn. No Harry Osborn. No Gwen Stacy. No Daily Bugle staff. No Mary Jane (probably). The Spider-Man: Homecoming supporting cast doesn’t look like any of the previous ones.

“Here’s the thing,” Pascal explains when the subject comes up during our press roundtable. “We’ve recycled a lot. I think there are certain characters I don't think there’s anything more to say about them right this minute ... I don’t know how many more times we can do  at least for now  I don’t know how many more times we can do the Green Goblin.”

Instead, Holland faces off with Michael Keaton’s Vulture, whose traditional costume of a green spandex suit with wings has been modernized. Eric Carroll called it “more of a vehicle than a costume,” and compared it to the size of a small plane. Rather than a backpack with wings popping out, “It’s a thing that rests on a gantry that he has to step and clip into, and it is massive and super cool.” There’s no spandex, but the furry collar on Keaton’s bomber jacket evokes the similar one on the comic-book Vulture’s suit.

Unlike so many Marvel villains with grand designs of world domination, Keaton’s Adrian Toomes is just a guy trying to get by. He has a family to support; the filmmakers call him a “blue-collar villain.” Keaton himself went further, calling him “a victim. He takes things in that he feels like a victim, and some of it is justified actually. He believes that there's an upper echelon of society of people who are getting away with a lot and have everything. And there’s a whole lot of folks who are working hard and don’t have much. Does that sound familiar to anybody, given the political climate?”

It does, and so do some other elements of Spider-Man: Homecoming. But there are also a lot of ways this film can and should deliver a fresh new take on one of pop culture’s most enduring heroes.

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