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In 1993, James Cameron was hired to rewrite an existing draft for "Spider-Man" for Carolco Pictures. The script was going to feature Liz Allen as Peter Parker's love interest instead of Mary Jane Watson, and the villain was Doctor Otto Octavius/Doctor Octopus. Unlike the comics, Octavius was a professor who would be a mentor to college senior Peter Parker, and Otto called himself Professor Octopus after his four mechanical arms become accidentally fused to his body. During an accident, Octavius turns into Professor Ock when he is bitten in the back of the neck by the same radioactive spider that turns Peter into Spider-Man. To make the film more kid-friendly, the company had Doc Ock constantly use the phrase "Okey! Dokey!" and Ock had an assistant named Weiner that later kills Peter's Uncle Ben Parker instead of a burglar that Spider-Man lets escape. Arnold Schwarzenegger was Cameron's first choice for Doctor Octopus and Edward Furlong was considered for Peter Parker.Cameron wrote a new draft several years later that featured Peter Parker as a high school senior in love with Mary Jane Watson, and Spider-Man would fight two villains, Electro and Sandman. However, Electro was changed from electrical lineman Max Dillon to billionaire businessman Carlton Strand (who could absorb data from computers), while Sandman was changed from crook Flint Marko to Strand's hired henchman, Boyd. In this version, the spider bite gave Peter organic web-shooters in his wrists, instead of him having to make them himself. The script was much less family-friendly, containing R-rated profanity and even a sex scene between Peter and Mary-Jane on the Brooklyn Bridge, but it had the blessing of Spider-Man creator Stan Lee. Cameron had intended to cast Lance Henriksen as Strand, and Michael Biehn as Peter Parker (foreshadowed in earlier Cameron movies Terminator (1984), Aliens - Scontro finale (1986), and The Abyss (1989) where Biehn's character always gets bitten in the hand, like Peter Parker is by the spider), but later considered Leonardo DiCaprio as Peter, and Biehn as Boyd. However, the director couldn't make his Spider-Man movie when it turned out that Carolco never had the sole movie adaptation rights (they were shared by several companies). Carolco went bankrupt soon afterwards, leading to a long battle over the legal rights that caused the project to go into limbo for several years. When Sony finally got the rights, the screenplay was heavily re-written by several authors, and despite retaining many elements from Cameron's treatment, only David Koepp was credited. Cameron later commented that this lack of acknowledgment made him feel "slighted, but not injured".

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