NOTE: This interview contains spoilers."Spider-Man 3" opens nationwide on May 4th, and in anticipation of the event, CBR News will be over the coming days presenting a number of new special spider-features. We spoke previously with director Sam Raimi, actor Tobey Maguire, actor Thomas Haden Church, and actor James Franco. In this part of a series of interviews with the cast and crew of "Spider-Man 3," CBR News spoke with actor Topher Grace about the new film, his character, and his feelings about the whole "Spider-Man" experience.

How was San Diego Comic Con? Oh, that was great, man. Are you kidding me? That was the closest I'll get to being a rock star. You never get that kind of tactile involvement with film fans. They used to have it on "70s Show." There was a live audience.

You'd read the "Spider-Man 3" script when you were cast. Thomas said he hadn't read any of it. Thomas was cast earlier than me. I remember feeling jealous when he was cast. I didn't know there was more than one bad guy.

Was Venom a character that was just irresistable for you to play? Yes. On so many levels. One: I'm a huge fan of the first two films. I thought the second was better than the first, which is so rare. It's clear that they have this well-oiled machine and they know exactly what they're doing. Both Sam and the actors. On another level, I was a really big fan of the comic book. Literally, when the character of Venom was being born, I was getting really into comic books and reading a lot of Todd McFarlane, who was this new illustrator and kind of blowing my mind. He was doing "Amazing Spider-Man" and then doing his own "Spider-Man" comic book. So I felt like I had the inside track and no one else should play it. When Sam told me, "I want you to play Venom," I kind of had to bite my tongue and say, "Well… tell me about the character."   You know, because I hadn't negotiated for money yet. [laughs]

A lot of people might assume that because of your previous work, you had to go to a really "dark place " to play Venom in this film. Right. I'm a bad actor to answer this question because I know for my career, I should be like, "Yes. I had to go to such a dark place and really get into that…" But I think it's all the same plane, all that stuff. Happiness, sadness, being mean, being nice. They're all very close to each other. My goal in my career is to do movies that are both. I hate when someone says, "Is it a comedy or a drama?" My favorite movies are both. Just like life is never, like, one day you're not crying all day and the next day you're laughing all day. I like to find characters that have that balance too.

You're the first person we've talked to who really has a comic book background. My favorite thing is when someone gets a role in "Star Wars" or something and is like, "I had never seen the films before. But I rented them once I got the role." [laughs] I don't know. Whatever. Maybe I'm the first. But yeah, I'm the geekiest guy to ever be in a film like this, that's for sure. When we were at Comic Con, they showed that preview where I turned into Venom at the end. I was jumping around back stage. Someone actually came up to me and said, "Hey, man, you gotta cool it. If you're starring in these films you shouldn't be this crazy excited." I figure, screw it. This is why you buy the bus ticket to Hollywood, right?

Did you take any souveniers from the set? No, man, I forgot to. It was a year-long process making the film, so you don't ever know when it's ending, exactly. I think I'm going to try to get the newspaper. The one with me getting fired when they print the retraction. I might try to get a bust of Venom.

Being familiar with Venom, were you able to bring any of that knowledge to your performance in the film? Well, yeah. There are two origins of Eddie Brock. There's one where he's more Peter's peer, which is in "Ultimate Spider-Man." And there's one that'd a little muddled. It's kind of told in a flashback, which is kind of the original origin. What I brought to it was a fear in the beginning that I shared with Sam, which is, "I don't think I'm the right guy to really play this role." In the original comic he's like 40 and really muscle-bound. Even though I had to work out for 6 months, I could never get to where he was in the comic book. But what Sam described to me is that he wanted to take a best of both worlds approach and make Venom this evil twin brother of Peter Parker. They have the same job, they're after the same girl. Even Eddie kind of has the edge. He's a better dresser, clearly has more money and a better flirt. But if they both received the same power and one of those two people didn't have someone like Uncle Ben, like a mentor to say, "you should take responsibility for this power." Even Peter used it for personal gain, originally.

What's great about Eddie, even though he's really slick, he kind of hides a very hollow interior. He has a really great exterior and nothing inside. Whereas Peter's just the opposite. He might not have his whole act together but his core is very strong, that's why he's able to shed this power while Eddie totally embraces it.

What was it like working on the street in New York with people knowing you were filming "Spidey 3?" That was the best part. I have an apartment in New York and I'd been missing living there. Being able to role out of bed and get a cup of coffee and a newspaper and walk over to this blockbuster film set and when I'm finished go out to dinner somewhere. It was great. The extras on the set are chanting " Spider-Man !" And then all the people watching started chanting " Spider-Man !" And then Spider-Man zips in! I'm like, "Where am I?" I'm taking pictures and running up to Spider-Man and interacting with him. I have one of the great New York scenes with him, when all that stuff is falling off that building and I get to run up to him and kind of make fun of him.  

Tobey playing that character, I'm used to that now. I was a fan of the first two films. The first day for me was in LA. We were in the Bugle. Tobey's there and JK's like, "Brock! Get in here!" I've seen this set in the first two films. You know when Universal Studios says, "Come be in the movies" and I'm like, "I'm in it!" It was great and I'm just a big fan of it. It's funny, I was supposed to be mad but I was smiling from ear to ear.

What were some of the more annoying aspects of shooting this film?

Well, clearly I didn't enjoy the working out. It was really strenuous. Then there's the one hour it takes to get on the suit. Then four hours to attach the prosthetic makeup. I couldn't even read a newspaper because they were all connected to my neck. Then they'd put on the fangs. Then they'd lift me up in wires, so I'm a couple stories up. It's a process. By the way at that point I'm ready to go home and I haven't even started acting yet! That's why Sam is the greatest director alive. That guy would come up to me at just the right time and say, "Hey, buddy, let me show you something." He'd bring up the portable monitor and show me the shot and I'd go, "That's the coolest shot. If I weren't in this, that would be the coolest shot I've ever seen in my life." And I'm the dude in it ! So he was a good motivator.

Thomas characterized Eddie and all of the villains as tragic figures. I was curious to know what you thought about that. Is Eddie tragic, or is he just an asshole? [laughs] Sam likes to find the humanity in everyone, no matter how dark the story is. And clearly Eddie is the darkest of anyone who's ever been in a "Spider-Man" movie. You know, he's in a really bad way. Revenge and jealousy just consumes him. I really admire Sam, because I think this is better than what happens in the comic book. Once Eddie's Venom it's a lot of fun, but beforehand Sam really wanted to find the humanity in the character, and that was a hard thing to do. Watching the film and seeing people's reactions, there's a moment – even if you don't agree with what Eddie's doing, you understand why he's doing it, which is more than I can say for most bad guys. I actually think that makes for scarier bad guys because it connects them to you. It's not like they fell into a vat of acid and want to take over the world or something. You kind of understand their motivations and wonder if you'd have the same restraint Peter has.

In the comics, Venom goes off to become his own anti-hero, as you probably know. As far as I'm concerned, the book's not closed on Venom at the end of this film. The symbiote has a habit of surviving. Yeah. It's funny, someone was telling me about how people who died in the first movie have been in the second two. In terms of playing Venom again… you know, whatever, can you recite what every single actor says when you ask them that question? What do I say?

"If it's a good script. If Sam signs on and Tobey's still involved…" [laughs] Oh, I'd hardcore do it at that point but yeah. [laughs]

What about a Venom solo movie? Those haven't worked really very well, have they? No, probably not. I'm not looking for my "Elektra," you know what I mean? [laughs]

Did you go to Tokyo for the premiere? Yeah, first time I saw [the movie]. I'd never been to Asia, so to be in Tokyo for the first time… the fan reaction was intense. Walking on the red carpet was crazy. It's the closest I'll be to being in 'Nsync or one of those things, -- which is probably okay. The best was because Tobey hadn't seen it either. To sit next to Tobey Maguire and watch "Spider-Man 3…" we're dueling on screen while we're high-fiving. I mean what kind of amazing experience is this? It was just great.

Those press conferences in front of hundreds of Japanese journalists must have been a very unique experience for you as well. It was, yeah. They're huge Spider-Man fans. And I also think Sam is a huge fan of what they've done with anime, so he was talking about how he's pulled from a lot of that for what he's done. It's a symbiotic relationship.

What's your favorite part of the movie? I'm going to give you a couple, because it's going to seem self-centered. But that scene where I turn into Venom kind of   blew my mind. When you're doing it, it's like Sam with a bullhorn saying, "Now it's on your left shoulder!" I mean you really feel stupid. I think even some of the crew was laughing. It's weird. It's not even like acting. It's like you're five years old. It's literally pretending. You have to go to a place of such deep imagination in front of a green screen. So seeing that done was incredible. With the score and camera angles. It was pretty incredible.

I like that Sandman thing where you think it's boulders and that shot goes all the way around and he's trying to get up and he falls through himself. Also when he sees the locket. I love what Sam does visually. I also think my favorite part of the film is when you realize Tobey's going to put the suit on again and he knows he shouldn't, when all that stuff's going wrong in his life. You can feel his need to put that suit on without any words. I don't know if it's Alvin Sergent or Sam Raimi, I think it's both, but they got you to an emotional place where you understand his need to put on the suit. Because it's really about substance abuse, this suit. It's kind of like alcohol or cocaine. Something that will numb your demons or make you feel stronger. But then once you take it off you're like, "What have I just done? What did I do last night?" [laughs]

How do you feel about the way the film ended for Venom? I felt pretty strongly that it should be that way. We had a lot of conversations about that. I think out of all the Spider-Man villains, he needs to be punished. The movie's about choices and he made bad choices. I thought it was very important to the film, especially because Sandman's on a very different journey and it highlights how different those two journeys are.

Related:

Talking (Spider) Sense with "Spider-Man 3" Director Sam Raimi

Talking (Spider) Sense with "Spider Man 3" Actor Tobey Maguire

Talking (Spider) Sense with Thomas Haden Church

Talking (Spider) Sense with James FrancoNow discuss this story in CBR's TV/Film forum.