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Hired early in January 2006, Howard just about had time to dye her hair blond and join the filming. Things kicked off Jan. 16 on Sony's L.A. soundstages. The enormous production was in residence there for four months while also branching out to locations ardently surveilled by Internet fanboys. Camera crews hit Cleveland in April, where it was easier and cheaper to stage an armored-car chase between Spidey and Sandman than in L.A. or Manhattan. The company moved to New York City during May and June. Fight-scene addenda would slog on back in L.A. into the fall, and then the post-production CG phase — really more like full-blown production, continued — would get intense.

For Dunst, having Howard around was a godsend. ''We could both complain about harnesses,'' Dunst says. ''Just putting one on makes you tired. I think it's just the weird tightness.'' For a big crane-smashes-into-a-skyscraper-office scene, Howard was attached to a zip line and hoisted five stories aloft. She didn't mind at the time but freaked when she discovered, soon after wrapping in June 2006, that she'd been pregnant — ''[I had] no clue,'' she says — for a couple of months. She and her fiancé, actor Seth Gabel, got married June 17, and on her honeymoon in Turkey, she became terribly nauseated. That's when she figured it out. ''Oh, my God, doing those stunts and I had a baby inside of me?'' she exclaims. ''I'm really grateful he came out with five fingers on each hand and five toes on each foot.''

For Topher Grace, the toughest physical challenge had nothing to do with harnesses — though he dealt with those — but dentures. The chompers he wore to play Venom hurt so badly he couldn't keep them in long, a very ''Method'' aid in getting ornery. ''They made me kind of mean,'' he says. Then there was the day, as part of Brock's transformation scene into Venom, where they strung him up, attached so-called ''monofilaments'' to his face that pulled his features into misshapen folds of flesh, and dumped black tar over him. ''I was like, This better result in the best shot I've ever seen,'' he remembers.

NEXT PAGE: ''We're making Spider-Man 4. Our hope, dream, and intention is to do it with Sam.... But I don't have a crystal ball.''

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