Marc Webb has a soft spot for SXSW, the music/tech/film festival behemoth. In the halcyon late-'90s and early Aughts, back when he was helming music videos for a plethora of screamo acts like AFI and My Chemical Romance, he’d make pilgrimages down to Austin, Texas, to check out music. Then, in 2009, his debut feature film, (500) Days of Summer, premiered there to massive plaudits on its way to becoming an indie hit.

This year’s a horse of a different color. Webb is now an A-list Hollywood filmmaker, thanks to his blockbuster reboot The Amazing Spider-Man and the upcoming sequel, The Amazing Spider-Man 2, and as such, he’s down South to deliver a keynote speech about his climb up the Hollywood food chain.

The 39-year-old director still looks like that 20-something band aide. We’re manning a pair of cushiony chairs in the back of a dive bar and Webb’s rocking a getup of dirty jeans, Converses, a bomber jacket, and a pulled-down Yankees cap—a far cry from the sartorial formalness favored by most men and women of his stature.

Over a few drinks, we discussed his journey from editing and cranking out music videos to his emergence as a directorial power player, as well as many of the secrets behind his upcoming Spidey flick, in theaters May 2.

Much of the success of your first Spider-Man film hinged on the chemistry between Andrew Garfield and Emma Stone, who are now a real-life couple. How did you know they’d pop onscreen?

With Andrew and Emma, we screen tested them together, and it was obvious. There was a sense of vibe and chemistry. Emma’s great power, and I think why she’s so beloved, is because she’s accessible, and that comes from being very aware and present in a scene. Emma had this great experience with comedy, and Andrew had such emotional depth from drama, and they complemented each other perfectly. It’s just magic.

In Raimi’s second Spider-Man flick, the toll becomes too much and Peter Parker quits being Spidey. Where’s your Parker’s head at in The Amazing Spider-Man 2?

He knows he has to be Spider-Man and he’s contemplating the sacrifices Peter Parker has to make. His relationship with Gwen is the central engine of the film, but just from a dramaturgical standpoint, you’ve got to come up with villains and obstacles bigger than any he’s had to face, and he’s learning things about OsCorp that are more dangerous than anything he could’ve imagined. It’s just about throwing crazy shit in front of your hero and seeing how that changes him, and how he evolves.

And it looks like you’re throwing plenty of crazy shit at Spider-Man in this one. How did you land on Electro and Rhino as the villains?

Electro’s really the main villain in the movie. Rhino makes a brief appearance. With Electro, he has enormous cinematic potential—the way he looks is cool—and how do you stop that guy? I thought it was a worthy adversary for Peter Parker, and it was always something I was fascinated by in the comic books, about how you’d render that visually. But I thought there was enormous potential in exploring the character of Max Dillon before he becomes Electro, and enormous pathos. You feel for this guy who’s been pushed into the shadows and whom no one listens to. He’s humiliated and feels shame and emerges, through his transformation, in a darker and more destructive way. Feelings of shame and unworthiness are universal precursors to one of two things: an act of destruction and an act of heroism. Heroes and villains have so much in common. Peter caused the death of his uncle and has been abandoned by his parents, but he approaches that in a positive, more constructive way.

I imagine one of the toughest tasks was rendering Electro’s powers. The images I have in my head of people shooting bolts of energy are pretty cheesy from an effects standpoint—The Emperor in Jedi or even the ridiculous Opera Man in The Running Man.

Yeah, lightning bolts! We knew that was one of the tricky things. We did a lot of R&D, and came up with a cool, plasma-like energy field that shot out of his hands. It has a St. Elmo’s Fire-y, colorful texture to it and looks pretty great in 3-D. For Electro, we had to build 3-D models of that character and apply it to every single shot. There’s a nervous system—many, many layers of tissue, veins, and electrodes on his head which come to fruition in 3-D—as well as how he moves, shoots, and walks. We shot Jamie on set performing and merged those elements in.

I just spoke with Shailene Woodley recently for Divergent. She’s been bugged a lot about this by the press, but I was curious why you decided to cut her out of The Amazing Spider-Man 2?

Shailene is fantastic but it was a really simple thing: It was really clear that the movie was about Peter and Gwen, and to introduce any other elements that people knew had a romantic possibility, it felt wrong. But it wasn’t a love triangle. It was just Peter seeing Mary Jane once or twice next door. Shai was only there for a couple of days and it was a very minor part. But I love Shai. She was fantastic in The Spectacular Now, which was a script I was attached to direct for a long to. She was really cool about it and understood it, and actually suggested it in some ways.

What role does Felicity Jones play? I heard she’s playing a villain. Excellent actress.

She plays somebody who works in OsCorp… and that’s all I’m going to say about that!

You got Bridesmaids director Paul Feig to write some jokes for the first one. Did you employ anyone else to lend a helping hand in No. 2?

We did a comedy table and got a bunch of comedians to talk out joke suggestions, because Spider-Man is known for his quips. I’m not allowed to say who it was, but really wonderful comedians. We wanted that wit and humor to come across.

Dane DeHaan’s an impressive young talent. How does his Harry Osborne differentiate from Franco’s?

I wanted him to be as smart as Peter Parker. James Franco is a very intelligent man, but his Harry Osborne was a little bit dopey. This Harry Osborne is incredibly sharp. Harry and Peter are bound by the loss of their fathers and their abandonment issues. In Raimi’s film, Harry is trying to protect Peter from getting bullied or whatever, and in this one, they’re more like brothers.

And we’re going to see your Harry go all Green Goblin, right?

Yeah. There will be some "creature of the night" popping up.

Do you want to see more cross-pollination between Spidey and the other characters in the Marvel universe, like The Avengers?

We’re building out a more complicated Spider-Man universe with characters that people haven’t seen in other Spider-Man movies—The Sinister Six, Venom, and more. We’d all love to overlap with other studios, but it’s beyond my pay grade.

And you’re signed on to direct the third Amazing Spider-Man as well. Will that be it for you?

I’d like to be involved as a consultant, and I’ve already talked to these guys about it, but in terms of directing it, that will close out my tenure. I’ve had so much fun doing it, but after the third movie, it’ll be the time to find something else.

Let’s backtrack to the beginning of your career. How does an English major like yourself get into filmmaking?

I went to Sundance and met a guy, Doug Pray, who was from Wisconsin, where I was from, who was working on a documentary film there called Hype. We had mutual friends and I moved to Los Angeles after I graduated and ended up working for him. I did musical clearances for him, and he showed me how to use Avid, and taught me how to edit. For a while, editing was my source of income. I didn’t go to film school, so I had a lot of time to breakdown and edit music videos. I didn’t grow up with MTV, so it was a period for me to deconstruct them.

What sort of stuff were you editing?

I did a lot of press kits and behind-the-scenes stuff, some commercials. A lot of it was for A&M Records, for the most part. I did a behind-the-scenes thing for No Doubt and went on tour with them for six months. A lot of little things, but very documentary-oriented.

And then you started directing music videos. What was the first one you did?

The very first video I did was for a band called The Shame Idols in Birmingham, Alabama, and I paid for it on a credit card and my mom loaned me about $500 to finish it. It was actually about a superhero—a Catwoman-y type of thing. This woman who sewed the costume together, and we shot it on 16mm film. You can’t see it anywhere and it’s not on YouTube—and I’m glad it’s not. The first video that got shown was a Blues Traveler video called “Canadian Rose,” but I just did the concept stuff for it. And then I couldn’t get work for a few years, so it was back to behind-the-scenes stuff. When I was about 25, I signed with a production company, DNA. It was very small but run by this guy, David Naylor, who’s sort of this godfather of music videos. It was Francis Larwence, who’s now directing The Hunger Games, myself, and this woman named Liz Friedlander. I was the baby of the group and learned a lot. At DNA, no one was a music critic. You just wanted to work. So I directed over 100 music videos because I just wanted to create.

And that’s really like directing 100 short films. Your Gladwellian 10,000 hours of training.

Yeah, in a way. And I had to explore different techniques—an ultimate-arm, crane-shots—just to keep things interesting. We didn’t have huge budgets, which inspired creativity. I worked a lot and it gave me confidence.

Do you think that’s why so many great directors these days—Spike Jonze, David Fincher, etc.—started out in music videos? Because they spent so much time exploring different techniques and creating mini-stories?

You get so much practice and spend so much time on sets messing around. Also Jonathan Dayton and Valerie Ferris, great commercial music video directors who did Little Miss Sunshine. It’s visual storytelling. If you can do a narrative in a music video, it naturally lends itself to a cinematic experience that people are after.

And your debut feature, (500) Days of Summer, really struck me as a pop confection of sorts.

Yeah, it was. It was very musical in nature. The script, my Michael Weber and Scott Neustadter, wasn’t about words and lines, but was about creating a cinematic experience—whether it’s the reality/expectations sequence, the dance sequence, or karaoke. Who’s better at karaoke—Zooey Deschanel or Joseph Gordon-Levitt?

Zooey has such a beautiful voice and such a command of it. They’re very different. Joe is more of a rocker, but he has pipes, too. I love them both equally. With Joe and Zooey, I’d seen them in a movie together called Manic, like an early version of Short Term 12, and they really clicked. Even though we hired Zooey first, I remember talking to Joe beforehand and he had a look in his eye when he was talking about Zooey. We didn’t screen test them. I just had a sense.

I viewed the Zooey character as the colder one, and more culpable.

Certainly there’s something jaded about her. I’ve always thought of her as a closet romantic. But she was always honest with him. The thing about it is that it’s told from his point of view, so you only got to see her from his eyes. Hopefully, over the course of the movie, you understand her a little bit better, and I think he does, too. I think Tom was naïve. He chose to believe what he wanted to believe, and wasn’t listening or aware of her, and it’s something that he had to get over. She never lied to him or was dishonest to him, and we were very careful to point that out in the movie, but Tom needed to grow up. It’s really a coming of age story masquerading as a romantic comedy. I felt protective of Summer, in a way, but I knew that it was important to tell the story from his point of view and withhold the internal life of Summer’s character, since that’s how the story was built.

How does one go from (500) Days of Summer to a blockbuster like The Amazing Spider-Man?

I had met with the people at Sony and Matt Tolmach, who eventually became a producer on the movie, was a president at the studio. We talked about it in abstract terms. I wanted to dig in to his high school life, re-tell the origin story—which was controversial—but I wanted to rebuild the story from the ground-up. Because it was so close to the last one, I felt we needed to rebuild the story from the ground-up. To me, the nucleus of Peter Parker is him being left behind by his parents. That’s the definitive moment in his life and everything emerges from that—even the spider bite.

Similar to Bruce Wayne’s traumatic childhood moment of seeing his parents gunned down.

It’s a pivotal moment in most superhero mythologies, but it goes back before that—Dickens, Oedipus, Moses—how many orphans are there? I don’t know why that is, exactly, but if you’re a kid and that happens to you, it’s going to be the definitive moments of your life. It heightens your importance of finding your place in the world, and those tough years of enduring adolescence.

Maybe it’s because, as an orphan, you’re purely shaped by the world around you. Since his or her parents aren’t there to help shape them, they become a pure byproduct of society. But with your Spider-Man, did you have reservations because there was a monster trilogy already in your rearview?

Yes, it was intimidating. Yes. But my love of Spider-Man and my pure, unadulterated curiosity of what that experience was going to be like overwhelmed that. It just seemed like fun. I seemed to have hit it off with the studio and the producers, and I felt encourage, and enabled. But we were interested in connecting to the internal life of the character. Just from a narrative standpoint, exploring the storyline of the parents was important, and I wanted it to be more “grounded,” and during the post-production process of the first movie, I thought, “I don’t know if ‘grounded’ is the right thing for Spider-Man,” but there’s a bombastic thrill and a spectacle which I wanted to chase. The first movie is terrestrial, but with this one I was like fuck it, I want to go for a ride.