Claim: Spider-Man 3 included at least three characters.

Spider-Man 3 is a 2007 American superhero film produced by Marvel Studios , and distributed by Columbia Pictures based on the fictional Marvel Comics character Spider-Man . It was directed by Sam Raimi and scripted by Sam Raimi , Ivan Raimi and Alvin Sargent . It is the final film in Raimi 's Spider-Man film trilogy and the sequel to Spider-Man -LRB- 2002 -RRB- and Spider-Man 2 -LRB- 2004 -RRB- . The film stars Tobey Maguire , Kirsten Dunst , James Franco , Thomas Haden Church , Topher Grace , Bryce Dallas Howard , Rosemary Harris , J. K. Simmons , James Cromwell and Cliff Robertson in his final acting appearance before his death in 2011 . Following the events of Spider-Man 2 , Peter Parker has become a cultural phenomenon as Spider-Man , while Mary Jane Watson continues her Broadway career . Harry Osborn still seeks vengeance for his father 's death , and an escaped Flint Marko falls into a particle accelerator and is transformed into a shape-shifting sand manipulator . An extraterrestrial symbiote crashes to Earth and bonds with Peter , influencing his behavior for the worse .   Development of Spider-Man 3 began immediately after the release of Spider-Man 2 for a 2007 release . During pre-production , Raimi originally wanted another villain to be included along with Sandman , but at the request of producer Avi Arad he added Venom , and the producers also requested the addition of Gwen Stacy . Principal photography for the film began in January 2006 , and took place in Los Angeles and Cleveland , before moving to New York City from May until July 2006 . Additional pick-up shots were made after August and the film wrapped in October 2006 . During post-production , Sony Pictures Imageworks created 900 visual effects shots .   Spider-Man 3 premiered on April 16 , 2007 in Tokyo , and was released in the United States in both conventional and IMAX theaters on May 4 , 2007 . The film grossed $ 890.9 million worldwide , making it the most successful film of the trilogy financially and the second film in the franchise that was released on IMAX . A fourth film titled Spider-Man 4 was set to be released on May 6 , 2011 , but was canceled in favor of a reboot , The Amazing Spider-Man , released in 2012 .