Columbia's Spider-Man 000003

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## Plot

Months after the events of Spider-Man 2, Peter Benjamin Parker (Tobey Maguire) attends the opening night of Marium Jane "Mary-Jane" Watson's (Kirsten Dunst) new Broadway show, Manhattan Memories. Also attending is Harrold Theopolis "Harry" Osborn (James Franco) who recently found out about Peter's secret identity and has accused him of murdering his father, Norman Virgil Osborn (Willem Dafoe), who was also the menacing villain, the Green Goblin.

As Peter leaves the show, he sees Harry, and runs up to him. He asks Harry to hear his side of the story, but Harry rejects him and leaves. Once home, Harry is seen stepping out of a gas chamber, his muscles considerably larger and with a look of confidence on his face. Peter goes backstage and catches up with MJ, before the two go to a park. Peter spins them a hammock with his spider powers, and the two lay in it, stargazing. As the couple leans in for a kiss, behind them a meteor made of a mineral known as "Pemefium-X" falls nearby. Unknown to them, a strange, black sentient extraterrestrial liquid substance known as the "Klyntar Symbiote (or scientifically as the "B252")" crawls out of the meteor, attaching itself to Peter's moped as he and MJ leave.

Meanwhile, Flint Marko (Thomas Haden Church), an escaped convict, climbs through his sick daughter Penny's bedroom window and watches her sleep with machines attached to help her breathe. After a few minutes, he goes into the kitchen to find some food, but is caught by his wife, Emily Marko. He tries to tell her that he was wrongly accused for the apparent murder of a man, but Emma isn't convinced and his daughter opens her bedroom door; she hands Marko a small locket with her picture in it, and Marko promises that he will find the money to make her better again, somehow, but Emma demands he leave.

Peter arrives at his Aunt May Parker's (Rosemary Harris) apartment and tells her that he is planning to propose to MJ. May tells him that he needs to put her before himself, and he convinces himself that he can do it. May then tells him the story of how Peter's Uncle Ben (Cliff Robertson) proposed to her. When she is finished, she tells Peter to make the proposal very special to Mary Jane, and hands him her wedding ring as a gift for MJ.

Driving back to his apartment, Peter is whisked off his moped by a masked figure on some sort of hover board. The masked figure throws Peter into a wall, and then reveals himself as Harry, or the New Goblin. Peter attempts to explain to Harry how he was not responsible for Norman's death but that Norman killed himself by accident, but Harry refuses to listen. Peter and Harry fight through the streets of New York until Peter is able to topple Harry off his hover board, knocking him unconscious. Peter takes him to a hospital and watches as they try and revive Harry.

At the same time, Flint Marko is running from the cops through the marshlands (fenced test facility). He climbs a security fence, and then falls into a concrete pit, landing on a pile of sand at the bottom. The pit is revealed to be a particle accelerator where a group of scientists are testing a radioactive sand experiment (unaware that Flint is in there), and Flint is caught inside it as research tests are begun. the machine mixes Flint into the radioactive sand, transforming him into part of the sand. When the police finally reach the accelerator, Marko is nowhere to be seen amongst the sand - he appears to have deteriorated into the sand.

Peter is told that Harry will be okay, and is led into the ward where Harry lies. Harry has lost his memory, and so he and Peter begin to get along just like the old days. Mary Jane arrives and then she and Peter are asked to leave; Harry tells the nurse that he would give his life for his two best friends.

The pile of sand in the particle accelerator stirs later that morning, and a humanoid shape rises out of the sand. It is Flint Marko, transformed into the Sandman. He sees a small glitter in the sand, and realises that it is the locket that Penny gave him. He picks it up and attempts to stand, willed by his love for his daughter. He regains his human appearance, and starts learning how to walk again.

Back at Peter's apartment, Peter is admiring the ring he is planning to give to MJ when she knocks on his door. He lets her in and she enters, flustered. She reads out a rather negative review of her performance in the play from the previous night; Peter uses his experiences as Spider-Man to try and comfort her, but MJ gets even more upset.

Just when she thinks Peter is about to understand, Peter's illegal police band monitor goes off and reports about an out-of-control crane in midtown. Peter gives MJ a sympathetic look and then changes into his costume, swinging off through the city. MJ pauses as she leaves, startled by a small bang, but dismisses it almost instantly. What she doesn't see is the meteoric black substance crawling down the back of Peter's desk and into the shadows of the closet.

In midtown, across the road from and completely unaware of the out-of-control crane, Peter's lab partner in science, Gwendoline Maxime "Gwen" Stacy (Bryce Dallas Howard), is having a photo-shoot in an office building. A giant steel girder slams through the windows behind her, and then drops down another floor and smashes out the floor supports below. The corner of the building drops, and Gwen slides down to the edge of the building and hangs on with all her might. Just as she falls, Spider-Man swings in and catches her, and sets her down. Spider-Man is approached by Edward "Eddie" Brock (Topher Grace), Gwen's alleged boyfriend and Peter's rival, who tells Spidey that he is the new photographer of Spider-Man at the Bugle. Spider-Man swings off, annoyed with this new photographer, and then goes to the Daily Bugle to deliver the editor some photos of the crane accident. When he arrives, it turns out that Brock has gotten there first, and Jonah J. Jameson (J.K. Simmons) chooses Brock's photo over Peter's.

Brock explains that he would like a staff job, and Jameson tells the two photographers that if either of them wants the staff job then they will have to get a picture of Spider-Man committing a crime. Peter tells Brock that he doesn't have a chance at getting the photo, and Peter goes to Times Square. There, he sees a sign saying Spider-Man is to receive the Key to the City. Peter then goes to take Harry back to his penthouse apartment and the two hang out there. Peter gives Harry his old basketball, and throws it to him in the living room. It knocks into a vase and knocks the vase off and Harry effortlessly catches both the ball and the vase. He marvels at his skill, worrying Peter.

Mary Jane goes to the theatre to attend a rehearsal session, but discovers that after several bad critic reviews she has been fired from the show and replaced. She leaves the theatre, and is startled when she meets a round of applause from the crowd, but is disheartened as Spider-Man swings by and she realises the applause is actually for him. She storms off, frustrated and upset.

The next day, Peter attends the ceremony being held for Spider-Man. He meets MJ, who doesn't tell him about her being fired from the show. She encourages him, and then he walks off. Harry arrives, and he offers to attend her play that night. She tells him that she's been kicked off, and then wonders to herself why she told Harry rather than Peter.

Gwen Stacy introduces Spider-Man as the person who saved her from certain death, and then Spider-Man swings in, performing small stunts on the stage. He drops down and suspends himself at head level with Gwen Stacy, upside down. He tells her to kiss him, for publicity to impress the audience, and she does so in a kiss reminiscent of the one Peter and MJ shared in the alleyway, making both MJ and Eddie jealous.

Suddenly, a cloud of sand flies in, and the ceremony is disrupted. Spider-Man swings off to find out what is going on, and sees the cloud of dust form a person who breaks into an armoured car. Spidey lands in the car and tries to punch the Sandman, but his arm goes straight through his stomach. Sandman punches Spider-Man out of the vehicle, and Spidey swings back in to try and fight off the Sandman. Sandman runs off as Spider-Man realises that the armoured car is about to crash into a large vehicle, and manages to save the two drivers. He jumps out, with Sandman nowhere in sight.

The following night, Peter goes to a fancy French restaurant and gives the Maitre d' the ring for Mary Jane for safekeeping. He sits and waits for MJ, practicing his proposal. As MJ arrives, Gwen Stacy also approaches, and Peter introduces her to MJ as his lab partner. This infuriates MJ, and Gwen quickly leaves. MJ asks Peter if he's trying to push her away, inappropriately kissing another girl with "their" kiss, but leaves when he replies. Peter tries to follow her, but gives up and retrieves the ring.

The following morning, Peter tries to contact Mary Jane, but she deliberately doesn't answer the phone. As he hangs up, the phone rings, and he picks it up. A Detective asks him to go down to the police station, where Peter and Aunt May are informed by Captain George Stacy (Gwen Stacy's father) that the police got the facts wrong surrounding Uncle Ben's death, who was originally theorised to have been killed by Dennis Caradine, and that he was actually murdered by Dennis' accomplice. The cop pulls out a picture of Flint Marko, and Peter instantly recognises him. He storms back home, waiting for any news on Sandman.

MJ arrives while he waits, and tells him she wants to support him through this. He tells her he doesn't need help, and she tries to make him understand that everybody needs help at some point in their lives, even Spider-Man. She leaves, and Peter continues waiting for the police band to give him some news about Sandman... as he waits, still wearing the Spider-Suit, he falls asleep.

Silently, the black meteoric substance approaches him, crawls onto him, and he wakes up hanging upside down in front of a skyscraper window. His Spider-Man suit is now jet black, and has enhanced his powers, making him feel really good. He swings around the city and then visits Professor Curtis C. Connors (Dylan Baker), his science teacher, who agrees to analyse the black substance. Curtis warns him that the substance appears to be a symbiote, in need of a host to bind to; he warns Peter not to get any on him. Peter goes home and finally hears a report about Sandman on the police band. He puts on the black suit and goes to fight Sandman, with his powers enhanced but out of control. Brock turns up to photograph the event, but Spider-Man turns on him, ripping the camera away and smashing it. Spider-Man then goes on to fight and kill Sandman, ruthlessly drowning him in the sewer and thereby transforming him into a pile of wet mud.

Peter goes home and argues with the landlord, Mr. Ditkovich, and then slams his door on him. The landlord retreats back to his room, shocked at Peter's sudden outburst. Peter, meanwhile, looks in the mirror and realises that the black suit is altering his personality, and so takes it off. He then visits Aunt May, telling her of Marko's death at the hands of Spider-Man. She is shocked that Spider-Man could act like that, and tells Peter that revenge can take people over, like a poison, and change them.

MJ walks through New York, feeling lonely, and calls up Harry. She visits him, and together they make an omelet, singing and dancing to Chubby Checker's The Twist. After eating, MJ reads from a play that Harry wrote for her, and then the two kiss. Realising that she actually doesn't feel anything for Harry, she leaves, much to the dismay of the equally lonely Harry. He suddenly has flashbacks and remembers Peter's alter-ego; he sees his father in the mirror telling him to attack Peter's heart.

Mary Jane arrives home and hears Peter leaving a message on her answering machine. As he finishes, she is thrown against the wall by the New Goblin, who was lurking in the shadows. With his mask off, he tells MJ there is something she must do for him if she wants Peter to live.

Mary Jane calls Peter and asks him to meet her in Central Park, where she dumps him, claiming to be in love with another man. Peter then meets Harry in a diner, where Harry claims that he is the other man. Peter furiously leaves and puts the black suit on, arriving back at Harry's apartment that night. He furiously attacks Harry, knocking him into a glass shelf and then sneering at Harry that his father had never loved him. Harry throws a bomb at Peter, but Peter snags it with a web and throws it back at him. Peter leaves as the bomb goes off.

The next day, Peter strolls through the streets and sees an article about Spider-Man stealing some money from the bank, photo courtesy of Eddie Brock. He recognises the photo as an altered version (using special effects to make it look black) of one that he took himself years ago. He goes to the Daily Bugle and alerts Jameson to the fraud, who fires Brock from his new position as Daily Bugle staff. The paper has to issue its first retraction in 20 years, which infuriates Jameson.

Peter then struts through the streets with an air of confidence, looking at several girls suggestively and clicking his fingers. As a montage, we see Peter on the phone with Dr. Connors, who tells Peter that the black substance, a symbiote, will amplify the characteristics of its host, especially aggression. Peter brushes it off and then we see him in the Daily Bugle, in a tight embrace with Betty Brant, Jameson's secretary. Jameson walks in and the two break apart; Jameson's assistant, Robbie, picks up some photos of black-suited Spider-Man that Peter placed on Jameson's desk. Jameson offers Peter the usual rate, but Peter says that if he wants the pictures, Jameson has to give him the staff job.

As the last part of the montage, Peter struts into a shop, walking out in a new black jacket and suit, and does a small dance in the middle of the street before finally strutting off.

That evening, some mud falls out of a sewer pipe and into a small pond; it reforms, and Sandman crawls out of the water. Strung around his hand is the locket, and he takes one look at it and then walks off, determined to live up to his promise.

Peter takes Gwen to a jazz club where MJ is now working, in an effort to make MJ jealous. When MJ gets up to sing, Peter jumps up and starts playing the piano with the band, leaving MJ speechless. He suddenly jumps up and launches into a full dance routine throughout the jazz club, ultimately resulting in Gwen realising that he did it all to make MJ jealous. She leaves the jazz club, and Peter attempts to talk to MJ. The bouncer tries to throw Peter out, but Peter loses control and starts viciously beating him up in a fight; when MJ tries to step in, he turns around and smacks her hard on the jaw, sending her flying to the ground. She asks him who he is, and he accepts that he doesn't know. He leaves, MJ still lying on the floor with a look of shock on her face.

realising he is being possessed by the alien symbiote, Peter decides to attempt destroying the suit. Peter dons his full black Spider-Man costume and swings up to the top of a church tower, where he jumps down and begins tearing at the costume by the church bell. The loud bell sound seems to pain the symbiote as a weakness, and it eventually dissolves off clean into a pile of black liquid tentacles, to the sound of the bell.

At the same time, Eddie Brock is sitting in the church praying for God to kill Peter, for revenge of stealing Gwen and getting him fired. He hears the bells ringing and Peter's screaming and goes to investigate, and is caught as the symbiote drips off Peter and lands on him. The symbiote posses Brock (wanting revenge on Peter itself) and transforms him into "Venom", a vicious and monstrously terrifying black alien variation of Spider-Man with huge teeth and claws.

Peter is visited that night by his Aunt May, who tells him that despite everything that he might have done to Mary Jane, he can make things right somehow. He watches as she leaves, feeling comforted.

Venom swings through the streets of Manhattan when he is suddenly stopped by Flint Marko, who mistakes him for Spider-Man. Venom tells Marko that together, they could defeat Spider-Man, and Marko agrees to team-up. Venom gets a taxicab, then drives up to MJ's house and collects her when she flags him down to get to the Jazz Club. He kidnaps her and hangs her high in the taxicab in a web, suspended 80 stories above the ground in an under-construction skyscraper. Peter sees reports of the kidnapping on the news, and then changes into his Spider-Man costume.

He goes to Harry's apartment and asks for help, but Harry rejects him again and turns to show Peter the scar on his face. Peter tries once more to get Harry's help, for Mary Jane's sake, but Harry merely growls at him to get out. Peter leaves, and Harry is confronted by the house butler, Bernard, who tells Harry that he cleaned his father's wound the night he died. He tells Harry that the blade that pierced his father's body came from his own glider.

Spider-Man swings into the construction site and lands on the front of the car; Venom swings in and knocks him through the windshield. He grabs the back of the car and hauls himself up, and Venom knocks him down again. He lands down on the web and then Venom jumps on him. Peter tries to ask Brock to settle the problem some other way, but Venom declines. Peter and Venom topple out of the web and have a midair fight before Peter hits the ground. He is then tripped up as Sandman (who has now mutated into a sand-monster after he joined forces with Venom) appears, more than ten times his normal size and growling like a monster. Spider-Man attempts to escape Sandman, but Venom knocks him onto a steel bar and holds him there with his webbing. Sandman pummels him with his gigantic fist while onlookers begin to weep.

Just before Sandman can finish Spider-Man off, Harry flies in and throws a bomb at Sandman, and helps Peter up. The two fight Sandman and Venom, and Harry eventually knocks Sandman down while Peter gets MJ out of the taxi and into a safer area. Venom then attacks Peter, and traps him with his webbing, but Harry flies in and attempts to stab Venom with some blades protruding out the front of his hover-board. Venom grabs his board and flings him off, knocking several re-bars loose and collapsing to the floor. The clanging sound pains the symbiote, and Peter remembers back to the bell noise in the church.

Venom leaps towards Peter with Harry's board, intending to impale Peter, but Harry runs in between Venom and Peter, and is himself impaled instead. Venom throws him aside and then leaps towards Peter again, who manages to snap his wrists free and smack Venom around the head with a re-bar. Peter circles Venom with the bars, and the clanging sound pains Venom as each one is slammed into the ground. Peter snags Eddie from inside the suit with his webbing and pulls him out; he then throws a bomb from Harry's glider at the symbiote. Eddie rushes towards the symbiote while the bomb flies through the air, and is killed in the resulting explosion.

Sandman approaches Peter and tells him that the killing of Uncle Ben was, in fact, an accident caused by his gun going off. Peter forgives him and Sandman flies off through the buildings while Peter swings down to Harry. He and MJ sit on either side of him, comforting him while he dies. Harry forgives Peter for the death of his father and then dies as the sun rises.

Peter, MJ, Gwen, Aunt May and several others attend Harry's funeral, and then we fade into MJ singing at the jazz club. She stops singing as Peter walks in, and then he steps forwards, his hand outstretched. She takes it and the two embrace, slowly dancing on the spot to the music of the jazz band.

Peter Parker has begun to feel secure in his life and plans to propose to Mary Jane. One night in a park, while Peter and Mary Jane are on a date lying in a huge spiderweb of his, a small meteorite crashes nearby, and an alien symbiote oozes out, attaching itself to Peter's moped. Meanwhile, escaped convict Flint Marko falls into a particle accelerator, which fuses his body with the surrounding sand. The result allows him to shape shift at will, becoming the Sandman. Peter's best friend, Harry Osborn, who seeks vengeance for his father's death, which he believes Peter caused, attacks him. The battle leaves Harry with short-term amnesia, making him forget his vendetta.

Later, during a festival honoring Spider-Man for saving Gwen Stacy's life, Sandman attempts to rob an armored car, and overpowers Spider-Man. Captain Stacy later informs Peter and Aunt May that Marko is the one who killed Ben Parker, and a vengeful Peter waits for Marko to strike again. The symbiote bonds with his costume while he is asleep; Peter discovers that not only has his costume changed, but his powers have been enhanced as well. The black suit also alters Peter's personality, making him more violent and spiteful, exemplified by a near lethal attack on Sandman during a battle underground.

The shift in Peter's personality alienates Mary Jane, whose stage career is floundering, and she finds solace with Harry. Harry recovers from his amnesia, and, urged on by an apparition of his dead father, forces MJ to break up with Peter. After Mary Jane leaves Peter, stating she is in love with another man, Harry meets him at a restaurant and claims to be the other man. Later, Peter finds him at the Osborn mansion. With the help of the black suit, Peter is victorious in a brutal fight, which leaves Harry's face disfigured. Influenced by the suit, Peter exposes and humiliates Eddie Brock, a rival freelance photographer, who has sold fake pictures to the Daily Bugle supposedly showing Spider-Man to be a criminal.

In an effort to make MJ jealous, Peter brings Gwen to the nightclub where Mary Jane works. Peter gets into a fight with the club's bouncers and knocks MJ to the floor. Peter realizes the symbiotic-suit is changing him for the worse. He runs out of the nightclub and goes to a church bell tower to get rid of it. Initially he is unable to pull the suit off, but the sound of the church bell weakens the symbiotic, enabling Peter to break free. Eddie Brock is at the same church praying for Peter's death when the symbiotic falls from the tower and takes over his body. The newly-empowered Eddie finds Sandman and suggests that they join forces to destroy Spider-Man.

The pair use Mary Jane as bait to force Spider-Man to confront them. Peter approaches Harry for help, but is turned down. However, Harry learns the truth about his father's death from his butler Bernard, and arrives in time to rescue Peter, teaming up against Brock and Sandman. As the fight progresses, Brock attempts to impale Peter with the glider, but Harry sacrifices himself and is fatally wounded. Peter recalls how the church bell's toll weakened the symbiotic, and frees Eddie from it by clanging several pipes together. Peter throws a pumpkin bomb at the symbiotic just as Eddie attempts to rebond with it, killing him and destroying the symbiotic.

After the battle, Marko tells Peter that he had no intention of killing Ben Parker, and that it was an accident born out of a desperate attempt to save his daughter's life. Peter forgives Marko, who dissipates and floats away. Peter and Harry forgive each other, before Harry dies with Mary Jane and Peter at his side. After Harry's funeral, Peter and Mary Jane begin to mend their relationship.

Peter Parker is beginning to relax in his life. Spider-Man has become a cultural phenomenon, his studies are excelling, and his girlfriend, Mary Jane, has performed her first real major act in a Broadway show (with both him and Harry in the audience). Peter is up for a job at the Bugle, as long as he can get a picture of Spider-Man committing a crime before Eddie Brock does.

While Peter and Mary Jane make out in the woods, a meteor lands nearby without the couple noticing. An alien symbiote oozes from the meteorite and hitches a ride on Peter's motorized yellow scooter as they depart.

At Aunt May's apartment, Peter reveals that he's planning on proposing to Mary Jane. Aunt May gives Peter the ring Uncle Ben gave her, and Peter gratefully accepts. As Peter rides home on his scooter, he is suddenly attacked by Harry Osborn in a new goblin suit. They fight, and Harry is defeated when Peter makes an invisible web line across two walls, causing him to hit his head on a bar and send him toppling into the ground. Worried about his friend's condition, Peter takes Harry to the hospital. Due to the bump on the head, Harry loses most of his memory and forgets that Peter is Spider-Man, and his enemy.

Across town, Flint Marko escapes from prison and goes to his old apartment, where his wife and daughter still live. Penny, his daughter, gives him a pendant with her own picture on it before he is kicked out since he's on the run from the police.

When Peter Parker arrives back at his crusty apartment, Mary Jane comes in and shows him the review from her first major act. The critics said her voice was too small, so she is devastated (and later replaced). Due to the success of Spider-Man's career and Peter being so happy, MJ starts to become a bit jealous, especially when she watches Spider-Man kiss another girl at Spider-Man's Key to the City ceremony.

Flint Marko is still being chased by the police and ends up in an "Active Particle Testing Facility" where he accidentally falls into the middle of an experiment. Thinking he's just one or two birds, the scientists continue with the test, and he is turned into living sand, becoming the Sandman. Even through this ordeal, Marko's intentions are to steal enough money for Penny to have the operation she needs. Spotting a bank car and using his powers, he attempts to steal the cash inside. Spider-Man manages to foil his plan, but Marko escapes. In the fight, a building is partially crushed, causing Gwen Stacy, daughter of the police commissioner (and the girl he kissed at the ceremony), to fall out of it. Spider-Man saves her life.

About a day later, Peter and Aunt May visit the police station where they are told that Uncle Ben's real killer was Flint Marko and that the original killer was merely an accomplice. Recognizing the mugshot of Marko as the Sandman, Peter swears revenge.

In his sleep, Peter has a nightmare about how Uncle Ben died while the symbiote, which is now in his apartment room, bonds with him when it senses his intense emotions. Peter awakes to find that he's wearing a new suit, and the next day, visits his science professor, Curt Connors to find out what it is made of. Dr. Connors tells him that it is a symbiote, which needs to bond to a host to survive, and warns Peter to avoid it, since it can have negative effects on the host.

Ignoring this advice, Peter finds Marko on the street, and they end up fighting. The brawl advances to the point that Peter breaks a water pipe, turning Sandman into mud while sweeping him out to sea, seemingly killing him.

Back at home, Harry Osborn begins to remember his vendetta with Spider-Man, which triggers problems in his mind that cause him to hear his father's voice saying, "Strike at the heart!" He does so by forcing MJ to break up with Peter.

Bad news turns to worse as Eddie Brock is getting rewarded with the job for taking a picture of Spider-Man committing a crime. Peter points out how it is a Photoshop fake, and Eddie is kicked out of the Daily Bugle.

Peter figures out that Harry set up Mary Jane and fights Harry while enraged. The fight ends with Harry's own pumpkin bomb blowing up in his face.

Peter gets even more dark when he takes Gwen Stacy on a date to smite Mary Jane. Eddie is furious with Peter for first causing him to lose a job, and second taking his girlfriend Gwen on a date. He goes to the local church where he prays for God to kill Peter Parker. Coincidentally, Peter figures out that the suit is causing him to have horrible emotions and goes to the Church's bell tower in an attempt to rip the Symbiote off of himself. Accidentally banging on the tower's bell makes the symbiote fall apart, and a small piece falls down the tower onto Eddie Brock making him Venom, and causing the discovery that Peter is Spider-Man.

Upset about how he has been acting, Peter decides to return the ring to Aunt May saying that he is not ready to marry Mary Jane. Meanwhile, Venom finds the Sandman who is on the loose again, and they join forces to kill Spider-Man. They set up a trap for him using Mary Jane in a taxi dangling from a construction site. Peter sees the crisis on television and goes to try to convince Harry to help him save MJ since he loved her once too. Harry, now with horrible scars on his face, refuses and sends Peter away. Harry's butler then reveals to him that his father had killed himself accidentally with his own glider.

At the construction site, Sandman comes up from the ground as a giant taunting the spectators and keeping the police away. Alongside Venom, the two beat Spider-Man into submission. Just as they are about to kill him, a single pumpkin bomb explodes inside Sandman, and Harry has come to the rescue. Spider-Man and Harry win the fight at the cost of Harry's life, saving Peter's at the same time. Peter then remembers that the Symbiote is sensitive to sound and uses pipes to pull Eddie out of it, destroying it with a pumpkin bomb just as Eddie jumps back in, seemingly killing him.

Marko reveals that he never intended to kill Ben; he only wanted his car and accidentally shot him when Dennis grabbed his arm. Ben's death has haunted him ever since. Peter forgives Marko, who dissolves into sand and floats away. Peter and Harry forgive each other before Harry dies with Mary Jane and Peter at his side. Peter later visits the jazz club where Mary Jane is singing, and they begin mending their relationship.

A year after Otto Octavius' sacrifice, Peter Parker plans to propose to Mary Jane Watson, who has made her Broadway musical debut. In Central Park, a meteorite lands near the two, and an extraterrestrial symbiote follows Peter to his apartment by attaching to his motorbike. Harry Osborn, knowing Peter is Spider-Man, seeks to avenge his father Norman's death. Using Norman's performance-enhancing gas and Green Goblin technology, he battles Peter to an eventual stalemate, developing partial amnesia. Meanwhile, police pursue escaped convict Flint Marko, who visits his wife and sick daughter before fleeing. Falling into an experimental particle accelerator that fuses his body with the surrounding sand, he gains the ability to control and reform his body with sand, becoming Sandman.

During a festival honoring Spider-Man for saving Gwen Stacy's life, Peter kisses her to please the crowd, angering Mary Jane. Marko then robs an armored truck and escapes after defeating Spider-Man. NYPD Captain George Stacy, Gwen's father, informs Peter and his aunt May that Marko is uncle Ben's true killer; the deceased Dennis Carradine was Marko's accomplice. At the apartment, the symbiote assimilates the Spider-Man suit as Peter sleeps in it while waiting for Marko to come out of hiding. Peter awakens on top of a building, discovering that the symbiote has colored his suit black and enhanced his powers; however, it also brings out aggressive traits of his personality.

Peter locates and battles Marko in a subway tunnel. Discovering that water is his weakness, he opens a pipe, releasing water that reduces Marko to mud and washes him away in a sewer. Peter's changed demeanor alienates Mary Jane, who also receives negative reviews from critics. She shares a tender moment with Harry but leaves in regret. Urged by a hallucination of his father, Harry recovers from his amnesia and forces Mary Jane to break up with Peter. Harry later meets up with Peter and tells him that Mary Jane loves him. Under the symbiote's influence, Peter confronts Harry and spitefully says his father never loved him. As Peter leaves after an ensuing fight, Harry throws a pumpkin bomb at him, but the former deflects it back, scorching the latter's face.

At the *Daily Bugle*, Peter exposes rival photographer Eddie Brock, whose fake photos incriminate Spider-Man. Publisher J. Jonah Jameson fires Brock and promotes Peter to staff photographer. Later, Peter brings Gwen to a jazz club where Mary Jane now works. In an attempt to make her jealous, Peter interrupts Mary Jane's performance and dances with Gwen in front of her. Upon realizing Peter's true intentions, Gwen apologizes to Mary Jane and leaves. After assaulting the bouncers and accidentally hitting Mary Jane, Peter realizes that the symbiote is corrupting him. Retreating to a church's bell tower and discovering that the sounds of clanging metal weaken the creature, Peter removes the symbiote. Brock is at the same church and becomes the symbiote's new host.

As Venom, Brock locates a still-living Marko and convinces him to join forces to kill Spider-Man. Brock abducts Mary Jane and holds her captive from a web at a construction site, intending to kill her in revenge for Peter ruining him, while Marko keeps the police at bay. After Harry declines to help Peter, Harry's butler reveals that Norman's death was not Spider-Man's fault. While Brock and Marko pin Peter down, Harry arrives to help Peter and save Mary Jane. Brock attempts to impale Peter with Harry's glider, but Harry jumps in and is impaled instead. While remembering the symbiote's weakness, Peter assembles a perimeter of metal pipes to create a sonic attack, weakening it and allowing Peter to separate Brock from the symbiote.

Peter activates a pumpkin bomb and throws it at the hostless symbiote. Having become addicted to its influence, Brock attempts to save the symbiote, and both are vaporized. Marko explains that Ben's death was an accident that has haunted him and that everything he has done was to help his daughter; Peter forgives Marko, allowing him to escape. Peter and Harry reconcile before the latter dies from his injuries. Sometime after Harry's funeral, Peter visits Mary Jane at the jazz club, where they embrace and share a dance.

## Cast

* Tobey Maguire as Spider-Man / Peter Parker
* Kirsten Dunst as Mary Jane Watson
* James Franco as New Goblin / Harry Osborn
* Thomas Haden Church as Sandman / Flint Marko
* Topher Grace as Venom / Eddie Brock
* Bryce Dallas Howard as Gwen Stacy
* Rosemary Harris as May Parker
* J. K. Simmons as J. Jonah Jameson
* James Cromwell as Captain Stacy
* Theresa Russell as Emma Marko
* Dylan Baker as Dr. Curt Connors
* Bill Nunn as Joseph 'Robbie' Robertson
* Elizabeth Banks as Betty Brant
* Ted Raimi as Hoffman
* Perla Haney-Jardine as Penny Marko
* Willem Dafoe as Norman Osborn
* Cliff Robertson as Ben Parker
* Elya Baskin as Mr. Ditkovich
* Mageina Tovah as Ursula Ditkovich
* John Paxton as Bernard Houseman
* Becky Ann Baker as Mrs. Stacy
* Michael Papajohn as Dennis Carradine
* Joe Manganiello as Flash Thompson
* Hal Fishman as Anchorman
* Lucy Gordon as Jennifer Dugan
* Bruce Campbell as Maître d'
	+ Campbell made a cameo appearance in each of the three *Spider-Man* film - the one here, a wrestling ring announcer in *Spider-Man*, and as the snooty usher at Mary Jane's play in *Spider-Man 2*.
* Stan Lee makes a cameo appearance as the man who has a short conversation with Peter in Times Square.

* Tobey Maguire as Peter Parker/Spider-Man
* Kirsten Dunst as Mary Jane Watson
* James Franco as Harry Osborn/New Goblin
* Topher Grace as Edward "Eddie" Brock, Jr./Venom
* Thomas Haden Church as Flint Marko/Sandman
* Rosemary Harris as May Parker
* J. K. Simmons as J. Jonah Jameson
* Dylan Baker as Dr. Curt Connors
* Bryce Dallas Howard as Gwen Stacy
* Willem Dafoe as Norman Osborn/Green Goblin
* James Cromwell as Captain George Stacy
* Cliff Robertson as Ben Parker
* Bill Nunn as Joseph "Robbie" Robertson
* Ted Raimi as Ted Hoffman
* Elizabeth Banks as Betty Brant
* Bruce Campbell as Maître d'
* Elya Baskin as Mr. Ditkovich
* Mageina Tovah as Ursula Ditkovich
* John Paxton as Bernard Houseman
* Becky Ann Baker as Mrs. Stacy
* Hal Fishman as himself
* Lucy Gordon as Jennifer Dugan
* Michael Papajohn as Dennis Carradine
* Dean Edwards as News stand Patron
* Theresa Russell as Emma Marko
* Perla Haney-Jardine as Penny Marko
* Joe Manganiello as Flash Thompson

* Tobey Maguire as Peter Parker / Spider-Man: A superhero, a brilliant physics student at Columbia University, and photographer for the *Daily Bugle*. As he grows arrogant with the city starting to embrace him for the first time in his career, an alien symbiote attaches itself to Peter's costume and influences his behavior for the worse. Maguire said he relished the opportunity to play a less timid Peter in this film.
* Kirsten Dunst as Mary Jane Watson: Peter Parker's girlfriend and a Broadway actress, whom he has loved since childhood. Mary Jane has a string of bad luck in the film, reminiscent of Peter's misfortune in *Spider-Man 2*, struggling in her career because of negative reviews and losing her friend when the symbiote takes him over. Mary Jane was not originally planned to be kidnapped during the climax by the villains as Raimi felt this became repetitive throughout the entire trilogy; this decision was changed late in production.
* James Franco as Harry Osborn / New Goblin: The son of Norman Osborn, and Peter Parker's best friend, who believes Spider-Man killed his father. After learning Peter is Spider-Man and that Norman was the Green Goblin, Harry picks up where his father left and becomes the New Goblin to battle his former friend directly.
* Thomas Haden Church as Flint Marko / Sandman: A small-time thug who has an ex-wife and sick daughter, for whom he steals money to help get the treatment to cure her. He transforms into the Sandman following a freak accident and incurs Peter's wrath when Peter learns he was his Uncle Ben's killer. Church was approached for Sandman because of his award-winning performance in the film *Sideways*, and accepted the role despite the lack of a script at the time. The film's Sandman possesses sympathy similarly exhibited by Lon Chaney Jr. in his portrayals of misunderstood creatures, as well as Frankenstein's monster, the Golem, and Andy Serkis' portrayals of Gollum and King Kong. Church worked out for 16 months to improve his physique for the role, gaining 28 pounds of muscle and losing 10 pounds of fat. On his performance, Church expressed that "[villains] with a conscience have this sad realization of who they are, and the monster they've become — there's a sense of regret. So at the end of these movies there's a dramatic resonance that really stays with the audience."
* Topher Grace as Edward "Eddie" Brock Jr. / Venom: Peter's rival at the *Daily Bugle*. He is exposed by Peter for creating a fake incriminating image of Spider-Man, and leaps at the opportunity to exact his revenge when he bonds with an extraterrestrial symbiote. Grace had impressed the producers with his performance in the film *In Good Company*. A big comic book fan who read the first Venom stories as a boy, Grace spent six months working out to prepare for the role, gaining 24 pounds of muscle. He approached the character as someone under the influence, similar to an alcoholic or drug addict, and interpreted him as having a bad childhood, which is the key difference between him and Peter. Grace found his costume unpleasant, as it had to be constantly smeared to give a liquid-like feel. The costume took an hour to put on, though prosthetics took four hours to apply. Grace also wore fangs, which bruised his gums.
* Bryce Dallas Howard as Gwen Stacy: A model and Peter's lab partner of whom Brock is attracted to. Peter asks her out to embarrass Mary Jane while possessed by the symbiote. Howard said the challenge of playing the role was in reminding many fans of the good-natured character who was Peter's first love in the comics, yet was "the other woman" in the film. Howard strove to create a sense that Gwen could potentially be a future girlfriend for him and that she "was not acting like some kind of man-stealing tart." Howard performed many of her stunts, unaware of the fact she was several months pregnant.
* James Cromwell as Captain George Stacy: Gwen's father and a New York City Police Department captain.
* Rosemary Harris as May Parker: The aunt of Peter Parker and the widow of Ben Parker, Peter's uncle. She gives Peter her engagement ring so he can propose to Mary Jane and gives him lessons in forgiveness.
* J. K. Simmons as J. Jonah Jameson: The leader of the *Daily Bugle*. He has a particular dislike towards Spider-Man, whom he considers a criminal and he tries with every way to discredit him.

Several actors reprise their roles from the previous films. Dylan Baker portrays Dr. Curt Connors, a college physics professor under whom Peter Parker studies, while Willem Dafoe portrays Norman Osborn / Green Goblin, Harry's late father, who returns as a hallucination to encourage his son to destroy Spider-Man, and Cliff Robertson appears as Ben Parker, Peter's deceased uncle in his final acting appearance before his retirement and death in 2011. Bill Nunn, Ted Raimi, Michael Papajohn, John Paxton, and Elizabeth Banks return as Joseph "Robbie" Robertson, a longtime employee at the *Daily Bugle*; Ted Hoffman, also a longtime employee of the *Daily Bugle*; Dennis "Spike" Carradine, the carjacker who was believed to have murdered Uncle Ben; Bernard Houseman, butler to the Osborn family; and Betty Brant, the receptionist at the *Daily Bugle* for J. Jonah Jameson, respectively. Elya Baskin additionally reprises his role as Mr. Ditkovitch, Peter's landlord while Mageina Tovah reprises her role as his daughter Ursula. Joe Manganiello reprises his role as Flash Thompson from the first film in a cameo appearance. Becky Ann Baker appears as Mrs. Stacy. Theresa Russell and Perla Haney-Jardine appear as Emma and Penny Marko, Sandman's wife and daughter respectively.

Spider-Man co-creator Stan Lee has a cameo in *Spider-Man 3*, as he did in the previous Spider-Man films, which he referred to as his "best cameo". Actor Bruce Campbell, who had cameo roles as a wrestling ring announcer in *Spider-Man* and as a snooty usher in *Spider-Man 2*, returns in *Spider-Man 3* with a new cameo as a French maître d'. Originally his character, who helps Peter try to propose, was much more antagonistic. Composer Christopher Young appears in the film as a pianist at Mary Jane's theater when she is fired, while producer Grant Curtis cameoed as the driver of an armored car that Sandman attacks. Comedian Dean Edwards played one of the newspaper readers who badmouth Spider-Man. 75-year-old newscaster Hal Fishman appears as himself anchoring the saga of Mary Jane's kidnapping by Venom; he died just fourteen weeks after the movie opened. Actress Lucy Gordon appeared as newscaster Jennifer Dugan.

## Continuity and References to the Spider-Man Universe

* Peter Parker/Spider-Man appears.
* Mary Jane Watson appears.
* Harry Osborn appears.
* May Parker appears.
* J. Jonah Jameson appears.
* Robbie Robertson appears.
* Betty Brant appears.
* Ted Hoffman appears.
* Norman Osborn/Green Goblin appears.
* Dr. Curt Connors appears.
* Ursula Ditkovich appears.
* Mr. Ditkovich appears.
* Ben Parker appears in a flashback.
* Dennis Carradine appears in a flaskback.
* Flint Marko/Sandman is introduced.
* Edward "Eddie" Brock, Jr./Venom is introduced.
* Gwen Stacy is introduced.
* Captain George Stacy is introduced.
* Emma Marko is introduced.
* Penny Marko is introduced.
* The events from *Spider-Man* and *Spider-Man 2* are mentioned.

## Taglines

* The battle within.
* Next summer, the greatest battle lies... within.
* One man will fight to find the hero within
* How long can any man fight the darkness... before he finds it in himself?

## Production

The film was shot in Chicago, Illinois, New York City, New York Cleveland, Ohio and Los Angeles, California.

## Reception

Before the release of *The Avengers*, *Spider-Man 3* was Marvel's biggest box office success. It grossed over $890,871,626 worldwide. The film is currently the highest-grossing Spider-Man ever made. The film received postive reviews from critics and mixed reviews from fans, in major contrast to the critical acclaim of the first two films. The film received critical success for its action, visuals, music, and James Franco's performance. But, it received criticism for its jam-packed story, the lack of screentime for Venom, the unreleased score, the length, some acting (mostly Kirsten Dunst and Topher Grace) and not living up to its expectations. The film is often called the worst Spider-Man film to date. The film has made it on many internet blogs as one of the most dissapointing movies in movie history. TIME magazine listed it as one of the worst superhero films of the 2000's. It is currently the 27th highest-grossing film worldwide, the highest-grossing Sony film, and the 4th highest-grossing comic book film, under *The Dark Knight*, *The Dark Knight Rises*, and *The Avengers*. It is also the highest-grossing superhero not to make $1,000,000,000 worldwide.

## Production

### Development

> "The most important thing Peter right now has to learn is that this whole concept of him as the avenger or him as the hero, he wears this red and blue outfit, with each criminal he brings to justice he's trying to pay down this debt of guilt he feels about the death of Uncle Ben. He considers himself a hero and a sinless person versus these villains that he nabs. We felt it would be a great thing for him to learn a little less black and white view of life and that he's not above these people."
>
>

In March 2004, with *Spider-Man 2* being released the coming June, Sony announced that *Spider-Man 3* was already in development for a release in summer 2007. By the release of *Spider-Man 2*, a release date for *Spider-Man 3* had been set for May 2, 2007 before production on the sequel had begun. The date was later changed to May 4, 2007. In January 2005, Sony Pictures completed a seven-figure deal with screenwriter Alvin Sargent, who had penned *Spider-Man 2*, to script *Spider-Man 3* with an option to script a fourth film.

Immediately after *Spider-Man 2*'s release, Ivan Raimi wrote a treatment over two months, with Sam Raimi deciding to use the film to explore Peter learning that he is not a sinless vigilante, and that there also can be humanity in those he considers criminals. Harry Osborn was brought back because Raimi wanted to conclude his story line. Raimi felt that Harry would not follow his father's legacy, but be instead "somewhere between." Sandman was introduced as an antagonist, as Raimi found him a visually fascinating character. While Sandman is a petty criminal in the comics, the screenwriters created a background of the character being Uncle Ben's killer to increase Peter's guilt over his death and challenge his simplistic perception of the event. Overall, Raimi described the film as being about Peter, Mary Jane, Harry, and the Sandman, with Peter's journey being one of forgiveness.

Raimi wanted another villain, and Ben Kingsley was involved in negotiations to play the Vulture before the character was cut. Vulture was considered to be an accomplice of Flint Marko in the script. Producer Avi Arad convinced Raimi to include Venom, a character whose perceived "lack of humanity" had initially been criticized by Sam Raimi. Venom's alter-ego, Eddie Brock, already had a minor role in the script. Arad felt the series had relied too much on Raimi's personal favorite Spider-Man villains, not characters that modern fans were actually interested in, so Raimi included Venom to please them, and even began to appreciate the character himself. The film's version of the character is an amalgamation of Venom stories. Eddie Brock, Jr., the human part of Venom, serves as a mirror to Peter Parker, with both characters having similar jobs and romantic interests. Brock's actions as a journalist in *Spider-Man 3* also represent contemporary themes of paparazzi and tabloid journalism. The producers also suggested adding rival love interest Gwen Stacy, filling in an "other girl" type that Raimi had already created. With so many additions, Sargent soon found his script so complex that he considered splitting it into two films, but abandoned the idea when he could not create a successful intermediate climax.

### Filming

Camera crews spent 2 weeks from November 5–18, 2005 to film sequences that would involve intense visual effects so Sony Pictures Imageworks could begin work on the shots early in the project. The same steps had been taken for *Spider-Man 2* to begin producing visual effects early for sequences involving the villain Doctor Octopus.

Principal photography for *Spider-Man 3* began on January 16, 2006 and wrapped in July 2006 after over 100 days of filming. The team filmed in Los Angeles until May 19, 2006. In spring 2006, film location manager Peter Martorano brought camera crews to Cleveland, Ohio, due to the Greater Cleveland Film Commission offering production space at the city's convention center at no cost. In Cleveland, they shot the battle between Spider-Man and Sandman in the armored car. Afterwards, the team moved to Manhattan, where filming took place at various locations, including One Chase Manhattan Plaza, from May 26, 2006, until July 1, 2006. Shooting placed a strain on Raimi, who often had to move between several units to complete the picture. Shooting was also difficult for cinematographer Bill Pope, as the symbiote Spider-Man, Venom, and the New Goblin were costumed in black during fight scenes taking place at night.

After August, pick-ups were conducted as Raimi sought to film more action scenes. The film then wrapped in October, although additional special effects shots were taken to finalize the production a month later. In early 2007, there were further pick-up shots regarding the resolution of Sandman's story, amounting to four different versions.

### Visual effects

 File:Spider-Man punching Sandman in Spider-Man 3.jpg  John Dykstra, who won the Academy Award for Best Visual Effects for his work on *Spider-Man 2*, declined to work on the third film as visual effects supervisor. Dykstra's colleague, Scott Stokdyk, took his place as supervisor, leading two hundred programmers at Sony Pictures Imageworks. This group designed specific computer programs that did not exist when *Spider-Man 3* began production, creating nine hundred visual effects shots.

 File:Venom concept art for Spider-Man 3.jpg  In addition to the innovative visual effects for the film, Stokdyk created a miniature of a skyscraper section at 1:16 scale with New Deal Studios' Ian Hunter and David Sanger. Stokdyk chose to design the miniature instead of using computer-generated imagery so damage done to the building could be portrayed realistically and timely without guesswork involving computer models. In addition to Sony Pictures Imageworks, Cafe FX provided visual effects for the crane disaster scene when Spider-Man rescues Gwen Stacy, as well as shots in the climactic battle. To understand the effects of sand for the Sandman, experiments were done with twelve types of sand, such as splashing, launching it at stuntmen, and pouring it over ledges. The results were mimicked on the computer to create the visual effects for Sandman. For scenes involving visual effects, Thomas Haden Church was super-imposed onto the screen, where computer-generated imagery was then applied. With sand as a possible hazard in scenes that buried actors, ground-up corn-cobs were used as a substitute instead. Because of its resemblance to the substance, sand from Arizona was used as the model for the CGI sand. In a fight where Spider-Man punches through Sandman's chest, amputee martial arts expert Baxter Humby took Tobey Maguire's place in filming the scene. Humby, whose right hand was amputated at birth, helped deliver the intended effect of punching through Sandman's chest. Producer Laura Ziskin said the visual effects budget alone was approximately 30% more than the previous film.

Whereas the symbiote suit worn in the comics by Spider-Man was a plain black affair with a large white spider on the front and back, the design was changed for the film to become a black version of Spider-Man's traditional costume, complete with webbing motif. As a consequence of this, the suit Topher Grace wore as Venom also bore the webbing motif; as producer Grant Curtis noted, "it's the Spider-Man suit, but twisted and mangled in its own right." Additionally, the motif gave a sense of life to the symbiote, giving it the appearance of gripping onto the character's body. When animating the symbiote, Raimi did not want it to resemble a spider or an octopus, and to give it a sense of character. The CGI model is made of many separate strands. When animating Venom himself, animators observed footage of big cats such as lions and cheetahs for the character's agile movements.

### Deleted scenes

When interviewed at the film's Tokyo premiere on April 16, 2007, Topher Grace said to Access Hollywood that despite liking how the film turned out, he expressed interest in having the rest of his scenes as both Eddie Brock and Venom being restored someday; later adding, "You know what? Spider-Man 3.5, or however they release it. You know, with the extra scenes". Following the release of the film, fan research compiled deleted scenes and archival footage, showing Adrian Lester in the role of Dr. Wallace, a molecular biologist working on a cure for Marko's daughter, and an alternate death scene for Venom attempting to reattach itself to Parker, who in turn would have destroyed the symbiote by yanking down a sling of steel rods and creating a sonic attack (although this was depicted in the film's novelization).

## Music

Main article: Spider-Man 3 (soundtrack)

Danny Elfman, the composer for the previous installments, chose not to return for the third installment of *Spider-Man* because of difficulties with director Sam Raimi. Elfman said that he had a "miserable experience" working with Raimi on *Spider-Man 2* and could not comfortably adapt his music. Christopher Young was then announced to score *Spider-Man 3* in Elfman's absence. Instead, Elfman chose to work with the 2006 reboot of *Charlotte's Web*. A few years later, he reunited with Raimi to compose the score for *Oz the Great and Powerful* (2013).

According to Young, Sandman's theme uses "two contrabass saxophones, two contrabass clarinets, two contrabass bassoons and eight very low French horns" in order to sound "low, aggressive and heavy". Young described Venom's theme as "Vicious, my instructions on that one were that he's the devil personified. His theme is much more demonic sounding." Venom's theme uses eight French horns. Raimi approved the new themes during their first performance, but rejected the initial music to the birth of Sandman, finding it too monstrous and not tragic enough. Young had to recompose much of his score at a later stage, as the producers felt there were not enough themes from the previous films. Ultimately, new themes for the love story, Aunt May, and Mary Jane were dropped.

## Marketing

Further information: Spider-Man 3 (video game)

On June 28, 2006, the first *Spider-Man 3* teaser trailer premiered in theaters with *Superman Returns*. The first trailer was released in theaters on November 17, 2006 with the debut of *Casino Royale* and *Happy Feet*. This was followed by a second trailer, which was unveiled on March 9, 2007, being attached to the screenings of *300*. The home video releases of *Click* and *Monster House* also contained trailers for *Spider-Man 3*. In New York City, the hometown of Spider-Man's fictional universe, tourist attractions arranged events and exhibits on April 30, 2007 to lead up to the release of *Spider-Man 3*. The unique campaign included a spider exhibit at the American Museum of Natural History, workshops on baby spider plants at the New York Botanical Garden, a Green Goblin mask-making workshop at the Children's Museum of Manhattan, and a scavenger hunt and bug show at Central Park Zoo.

Promotional tie-in partners include Burger King, 7-Eleven, General Mills, Kraft Foods, and Comcast. Hasbro, which holds the license for Marvel characters, released several toys to tie-in with the film. They include a deluxe spinning web blaster, along with several lines of action figures aimed at both children and collectors. Toys of the Green Goblin and Doctor Octopus from the first two films have been rereleased to match the smaller scale of the new figures, as have been toys of the Lizard, the Scorpion, Kraven the Hunter, and Rhino in a style reminiscent of the films. Techno Source created interactive toys, including a "hand-held Battle Tronics device that straps to the inside of a player's wrist and mimics Spidey's web-slinging motions". Japanese Medicom Toy Corporation produced collectables, which Sideshow Collectibles distributed in the U.S. A prequel comic was released in June, 2007 and another comic called *Spider-Man 3: The Black*, which expands the birth of Venom, was released in November, 2007.

## Release

### Theatrical

 File:Tobey Maguire greets fans at Spiderman 3 by David Shankbone.jpg  *Spider-Man 3* had its world premiere at Toho Cinemas Roppongi Hills in Tokyo on April 16, 2007. The film held its UK premiere on April 23, 2007 at the Odeon Leicester Square, and the U.S. premiere took place at the Tribeca Film Festival in Queens on April 30, 2007.

*Spider-Man 3* was commercially released in sixteen territories on May 1, 2007. The film was released in Japan on May 1, 2007, three days prior to the American commercial release, to coincide with Japan's Golden Week. *Spider-Man 3* was also released in China on May 3, 2007 to circumvent market growth of unlicensed copies of the film. The studio's release of a film in China before its domestic release was a first for Sony Pictures Releasing International. By May 6, 2007, *Spider-Man 3* had opened in 107 countries around the world.

The film was commercially released in the United States on May 4, 2007 in a North American record total of 4,253 theaters, including fifty-three IMAX theaters. The record number of theaters was later beaten by *Pirates of the Caribbean: At World's End*, which was released in 4,362 theaters in the United States—109 more than *Spider-Man 3*. It was the ninth film to play in more than 4,000 theaters upon opening, just after *Shrek 2*, *Spider-Man 2*, *Shark Tale*, *Madagascar*, *Mission: Impossible III*, *Over the Hedge*, *Superman Returns* and *Pirates of the Caribbean: Dead Man's Chest*. Tracking data a month before the U.S. release reflected over 90% awareness and over 20% first choice among moviegoers, statistics that estimated an opening weekend of over $100 million for *Spider-Man 3*. Online tickets for *Spider-Man 3* were reported on April 23, 2007 to have been purchased at a faster rate—three times at Movietickets.com and four times at Fandango—than online ticket sales for *Spider-Man 2*. On May 2, 2007, Fandango reported the sales rate as six times greater than the rate for *Spider-Man 2*. The strong ticket sales caused theaters to add 3:00 AM showings following the May 4, 2007 midnight showing to accommodate the demand.

The FX channel signed a five-year deal for the television rights to *Spider-Man 3*, which they began airing in 2009. The price was based on the film's box office performance, with an option for three opportunities for Sony to sell the rights to one or more other broadcast networks.

### Home media

*Spider-Man 3* was released on Region 4 DVD (anamorphic widescreen) in Australia on September 18, 2007. For Region 2 in the United Kingdom, the film was released on October 15, 2007. *Spider-Man 3* was released on DVD in Region 1 territories on October 30, 2007. The film is available in one-disc and two-disc editions, on both standard and Blu-ray formats, as well as packages with the previous films and a PSP release. Sam Raimi, Tobey Maguire, Kirsten Dunst, James Franco, Thomas Haden Church, Topher Grace, Bryce Dallas Howard, Laura Ziskin, Avi Arad, and Grant Curtis are among those who contributed to the audio commentaries.

Sony announced plans to create "one of the largest" marketing campaigns in Hollywood for the October 30, 2007 release of the DVD. Beginning with a partnership with Papa John's, Sony printed close to 8.5 billion impressions for pizza boxes, television, radio, and online ads. Sony also worked with Pringles Potato Crisp, Blu Tack, Jolly Time Pop Corn, and Nutella. Sony's Vice President of Marketing, Jennifer Anderson, stated the studio spent approximately 15% to 25% of its marketing budget on digital ad campaigns; from this, Papa John's sent text messages to mobile phones with ads. Anderson stated that there would be three sweepstakes held for consumers, where they would be able to win prizes from Sony and its promotional partners.

In the United States, the film grossed more than $125 million on DVD sales. It also grossed more than $43.76 million on DVD/Home Video Rentals in 11 weeks. However, the DVD sales results of this film did not meet industry expectations. It was ranked in third place on the sales chart, behind *I Now Pronounce You Chuck & Larry* and *Ratatouille*. The film's DVD sales were limited due to Sony's decision to bundle the Blu-ray version of the film with its new PlayStation 3 game console and Blu-ray player. *Spider-Man 3* was included in *The Spider-Man Legacy Collection* which includes five major *Spider-Man* films in a 4K UHD Blu-Ray collection which was released on October 17, 2017.

In April 2021, Disney and Sony Pictures reached a multi-year deal to let Sony's titles, including past *Spider-Man* franchises and SSU content to stream on Hulu and Disney+. A significant number of Sony titles began streaming on Hulu starting in June 2021. It includes films from 2022 onwards. While the deal only concerns the United States, titles from Sony Pictures begun to also be added to Disney+ in regions outside of the U.S., as early as June 2022, starting with the majority of the Spider-Man films.

Raimi's *Spider-Man* trilogy was released on Disney+ on April 21, 2023.

#### *Spider-Man 3: Editor's Cut* (2017)

In 2017, Sony released an "editor's cut" of *Spider-Man 3* that coincided with the film's 10th anniversary, which is included with the *Spider-Man Limited Edition* Blu-ray collection on June 13, 2017. The film features unused music from Christopher Young and is two minutes shorter than the theatrical cut. Some scenes are shifted around or have been completely removed, and the film includes 3 new scenes, 3 alternate climax sequences, and 1 extended scene. *Spider-Man 3: Editor's Cut* was later re-released with the *Spider-Man Legacy Collection* 4K Blu-ray Box Set.

## Reception

### Box office

*Spider-Man 3* earned $336.5 million in North America and $558.4 million in other countries for a worldwide total of $894.9 million. Worldwide, it is the third-highest-grossing film of 2007, the highest-grossing film of Sam Raimi's *Spider-Man* trilogy, and was the highest-grossing film distributed by Sony/Columbia until 2012's *Skyfall*. The film set a worldwide single-day record ($104 million) on its first Friday and broke its own record again on Saturday ($117.6 million). It also set a worldwide opening-weekend record with $381.7 million, beating *Star Wars: Episode III – Revenge of the Sith*. *Spider-Man 3* would hold that record until *Harry Potter and the Half-Blood Prince* took it in 2009. The film's IMAX screenings reached $20 million in 30 days, faster than any other 2D film remastered in the format.

In North America, *Spider-Man 3* is the 58th-highest-grossing film, the third-highest-grossing film of the *Spider-Man* series, the third-highest-grossing film distributed by Sony/Columbia, and the highest-grossing 2007 film. The film sold an estimated 48,914,300 tickets. It was released in 4,252 theaters (about 10,300 screens) on Friday, May 4, 2007. This broke the previous record held by *Shrek 2* for having the largest number of screenings. It set an opening- and single-day record with $59.8 million (both were first surpassed by *The Dark Knight*). This included $10 million from midnight showings. *Spider-Man 3* then set an opening-weekend record with $151.1 million (first surpassed by *The Dark Knight*), a record for the weekend per-theater average with $35,540 per theater (first surpassed by *Hannah Montana & Miley Cyrus: Best of Both Worlds Concert*), and an IMAX opening-weekend record with $4.8 million (first surpassed by *The Dark Knight*). It would hold the record for having the highest opening weekend for any film featuring Spider-Man until it was surpassed by *Captain America: Civil War* less than a decade later in 2016. Then in 2022, *Doctor Strange in the Multiverse of Madness* dethroned *Spider-Man 3* for having the largest opening weekend for a Sam Raimi film. The film set record Friday and Sunday grosses and achieved the largest cumulative gross through its second, third, and fourth day of release (all were first surpassed by *The Dark Knight*). It also set a record Saturday gross (surpassed by *Marvel's The Avengers*). When the film was released, it was ranked in first place at the box office, just ahead of *Disturbia*. It would also dominate films that were released during the 2007 spring season, such as *Meet the Robinsons*, *Fracture* and *Blades of Glory*. When *Shrek the Third* opened two weeks later, *Spider-Man 3* dropped into second place.

Outside North America, it is the 23rd-highest-grossing film, the highest-grossing film of Sam Raimi's *Spider-Man* trilogy, and the third-highest-grossing film distributed by Sony/Columbia. On its opening day (Tuesday, May 1, 2007), *Spider-Man 3* grossed $29.2 million from 16 territories, an 86% increase from the intake of *Spider-Man 2* on its first day of release. In 10 of the 16 territories, *Spider-Man 3* set new opening-day records. These territories are Japan, South Korea, Hong Kong, Thailand, Malaysia, Singapore, Taiwan, the Philippines, France, and Italy. In Germany, the film surpassed the opening day gross of *Spider-Man 2*. It also crushed *Harry Potter and the Goblet of Fire*'s record for scoring the biggest opening day in France, earning $6.8 million. *Spider-Man 3* had the third-highest opening of any film in Austria, after *The Lord of the Rings: The Two Towers* and *The Lord of the Rings: The Return of the King*. Its Japanese opening generated a total of $3.7 million, making it the country's highest Tuesday gross of any film, breaking the former record held by *Harry Potter and the Sorcerer's Stone*. Meanwhile, in the UK, the film had the third-highest opening of any film in the country, trailing only behind *Harry Potter and the Goblet of Fire* and *Pirates of the Caribbean: Dead Man's Chest*. During its six-day opening weekend (through its first Sunday), the film earned $230.5 million from 107 markets, finishing #1 in all of them. *Spider-Man 3* set opening-weekend records in 29 markets including Italy, China, South Korea (the latter was first surpassed by *Pirates of the Caribbean: At World's End*), India, Singapore, Philippines, Hong Kong, Thailand, Malaysia, Taiwan, Indonesia, Mexico, Brazil, Argentina, Colombia, and Peru. However, many of these records were achieved thanks to its six-day opening, while previous record-holders in some countries opened over the traditional three-day weekend (traditional two-, four-, or five-day weekend in other countries). In India, it grossed $16.4 million and was the seventh-highest-grossing film of 2007 there. Russia and Ukraine both earned $7.4 million from 671 screens, dethroning *The Da Vinci Code*. Moreover, five Asian countries had overturned a ten-year record that was held by *The Lost World: Jurassic Park*. As for South Korea, *Spider-Man 3* crossed over *The Matrix Reloaded* for a local currency mark for a Hollywood release, as well as surpassing *The Host*. In Japan, it earned a total of $26.5 million, kicking the previous record held by *The Matrix Reloaded*. It was ranked in first place at the box office outside North America for three consecutive weekends.

### Critical response

On review aggregator Rotten Tomatoes, *Spider-Man 3* holds a 63% approval rating based on 261 reviews, with an average rating of 6.2/10. The website's critics consensus reads, "Though there are more characters and plotlines, and the action sequences still dazzle, *Spider-Man 3* nonetheless isn't quite as refined as the first two." Metacritic, which uses a weighted average, assigned the film a score of 59 out of 100 based on 40 critics, indicating "mixed or average reviews". Audiences polled by CinemaScore gave the film an average grade of "B+" on an A+ to F scale.

Manohla Dargis of *The New York Times* deplored the film's pacing as "mostly just plods" and said it lacked humor. Richard Roeper of the *Chicago Sun-Times* gave the film a two out of four stars, feeling, "for every slam-bang action sequence, there are far too many sluggish scenes". David Edelstein of *New York* magazine misses the "centrifugal threat" of Alfred Molina's character, adding that "the three villains here don't add up to one Doc Ock" (referring to Molina's portrayal of the character in *Spider-Man 2*). James Berardinelli felt director Sam Raimi "overreached his grasp" by allowing so many villains, specifically saying, "Venom is one bad guy too many". Roger Ebert, who gave *Spider-Man 2* a glowing review, gave the sequel two out of four stars and thought Church never expressed how Sandman felt about his new powers, something Molina, as Doc Ock in *Spider-Man 2*, did "with a vengeance"; he said the film was "a mess," with too many villains, subplots, romantic misunderstandings, conversations and "street crowds looking high into the air and shouting 'oooh!' this way, then swiveling and shouting 'aaah!' that way". *The New Yorker*'s Anthony Lane, who gave *Spider-Man 2* a favorable review, gave the film a negative review, characterizing the film as a "shambles" which "makes the rules up as it goes along".

Roger Friedman of Fox News called the film a "4-star opera", noting that while long, there was plenty of humor and action. Andy Khouri of Comic Book Resources praised the film as "easily the most complex and deftly orchestrated superhero epic ever filmed ... despite the enormous amount of characters, action and sci-fi superhero plot going on in this film, *Spider-Man 3* never feels weighted down, tedious or boring". Jonathan Ross, a big fan of the comic books, felt the film was the best of the trilogy. Richard Corliss of *Time* commended the filmmakers for their ability to "dramatize feelings of angst and personal betrayal worthy of an Ingmar Bergman film, and then to dress them up in gaudy comic-book colors". Wesley Morris of *The Boston Globe*, who gave the film 4 out of 5 stars, wrote that it was a well-made, fresh film, but would leave the viewer "overfulfilled". Jonathan Dean of *Total Film* felt the film's complex plot helped the film's pacing, in that, "it rarely feels disjointed or loose ... Spider-Man cements its shelf-life". *IGN* critic Todd Gilchrist felt that the film served as a satisfying conclusion to the series, and ultimately rated it with eight stars out of ten. *Entertainment Weekly* named the Sandman as the eighth best computer-generated film character.

John Hartl of MSNBC gave *Spider-Man 3* a positive review, but stated that it has some flaws such as having "too many storylines". His opinion is echoed by *Houston Chronicle*'s Amy Biancolli who complained that "the script is busy with so many supporting characters and plot detours that the series' charming idiosyncrasy is sometimes lost in the noise". Jack Matthews of *Daily News* thought the film was too devoted to the "quiet conversations" of Peter and Mary Jane, but that fans would not be disappointed by the action. Finally, Sean Burns of *Philadelphia Weekly* felt that the director "substituted scope and scale for the warmth and wit that made those two previous pictures so memorable".

### Legacy

Raimi himself would later call the film "awful" during a 2014 interview. In 2018, Avi Arad accepted responsibility for pushing Raimi to include Venom in the film, and how the end result had disappointed many fans of the character, saying "I think we learned that Venom is not a sideshow. In all fairness, I'll take the guilt because of what Sam Raimi used to say in all of these interviews feeling guilty that I forced him into it". In 2021, Raimi acknowledged that the negative internet reaction to *Spider-Man 3* at the time felt "awful" and had been difficult for him to take, but when his agent told him that he was being considered by Marvel Studios to direct *Doctor Strange in the Multiverse of Madness* (2022), he wondered if he could do another superhero film but ultimately decided to direct the film.

Following its initial mixed reception, *Spider-Man 3* has gained widespread meme popularity on social media, becoming the subject of some fan reappraisal as well. Peter Parker's corrupted personality under the Venom symbiote has been nicknamed "Bully Maguire" or "Emo Peter Parker" and has helped increase the popularity of the film. The character's strutting the streets during the film's montage scene was used as an option content on *Destiny 2*.

*Screen Rant* cited Sandman (along with Doctor Octopus), as the best villain of the trilogy, while *The Washington Post* ranked him the sixth best villain of all the live-action Spider-Man films. Em Casalena of *Screen Rant* reassessed it as the fifth most underrated superhero film ever made. *MovieWeb* cited it the best film that Sam Raimi directed, while *Paste Magazine* ranked it the 63rd best superhero movie of all time.

### Accolades

Main article: List of accolades received by the 2002–2007 Spider-Man film series

Both the 35th Annie Awards and 61st British Academy Film Awards gave this movie one nomination, the former for Best Animated Effects and the latter for Best Special Visual Effects. *Spider-Man 3* did not win any of the four Visual Effects Society Awards nominations it received. Dunst's and Maguire's performances earned them each one nomination from the National Movie Awards. She also received another nomination for Favorite Movie Actress from the 2008 Kids' Choice Awards ceremony. The movie fared better at the Teen Choice Awards, amounting a total of seven nominations, varying from Choice Movie Villain (for Grace) to Choice Movie Dance (for Maguire) and Choice Movie Liplock (shared between Maguire and Dunst).

## Future

### Cancelled sequels

In 2007, *Spider-Man 4* entered development, with Raimi attached to direct and Maguire, Dunst and other cast members set to reprise their roles. Both a fourth and a fifth film were planned and at one time the idea of shooting the two sequels concurrently was under consideration. Raimi said in March 2009 that only the fourth film was in development at that time and that if there were fifth and sixth films, those two films would actually be a continuation of each other. James Vanderbilt was hired in October 2007 to pen the screenplay after initial reports in January 2007 that Sony Pictures was in contact with David Koepp, who wrote the first *Spider-Man* film. The script was subsequently rewritten by Pulitzer-winning playwright David Lindsay-Abaire in November 2008 and rewritten again by Gary Ross in October 2009. Sony also engaged Vanderbilt to write scripts for *Spider-Man 5* and *Spider-Man 6*. A spin-off featuring *Spider-Man 3*'s version of the Venom character was also planned; this never materialized, though a *Venom* film featuring a different version of the character was eventually produced and released in 2018.

In 2007, Raimi expressed interest in portraying the transformation of Dr. Curt Connors into his villainous alter-ego, the Lizard, a villain which had been teased since *Spider-Man 2*; the character's actor Dylan Baker and producer Grant Curtis were also enthusiastic about the idea. By December 2009, John Malkovich was in negotiations to play Vulture and Anne Hathaway would play Felicia Hardy, though she would not have transformed into the Black Cat as in the comics but a new superpowered figure, the Vulturess. Raimi later clarified in a 2013 interview that Hathaway would have portrayed Black Cat if *Spider-Man 4* had been made.

Sony Pictures announced in January 2010 that plans for *Spider-Man 4* had been canceled due to Raimi's withdrawal from the project. Raimi reportedly ended his participation due to his doubt that he could meet the planned May 6, 2011 release date while at the same time upholding the film creatively. Raimi purportedly went through four iterations of the script with different screenwriters and still "hated it".

Following the appearance of Tobey Maguire's Peter Parker in *Spider-Man: No Way Home*, a fan campaign has been trending on Twitter under the name #MakeRaimiSpiderMan4, calling for Sony to make a fourth film in the *Spider-Man* series directed by Sam Raimi with Tobey Maguire and Kirsten Dunst. Raimi later expressed interest in doing so in April 2022, noting that another sequel to his Spider-Man trilogy was possible after the introduction of the Multiverse in *Spider-Man: No Way Home* and his MCU film *Doctor Strange in the Multiverse of Madness* (2022). He stated the next month that he had no plans to direct *Spider-Man 4*, but would do so if offered the opportunity to direct a story he approved of.

### Reboot and unproduced films

Main articles: The Amazing Spider-Man (film) and The Amazing Spider-Man 2

A reboot of the series titled *The Amazing Spider-Man* was released on July 4, 2012, with Andrew Garfield as Peter Parker. A sequel, *The Amazing Spider-Man 2*, was released on May 2, 2014.

Following the 2014 Sony Pictures hack, leaked information from the hack indicated that prior to the cancellation of future *The Amazing Spider-Man* films, Sony was in talks with Sam Raimi about having him direct *Spider-Man vs. The Amazing Spider-Man*, a multiversal crossover film featuring Garfield's Spider-Man encounter Tobey Maguire's Spider-Man (with Maguire reprising his role), as well as a new film trilogy starring Maguire (following Garfield's firing) as a middle-aged Spider-Man years after the events of *Spider-Man 3*; these plans were ultimately scrapped in favor of a Marvel Studios-produced reboot set in the Marvel Cinematic Universe (MCU), beginning with *Captain America: Civil War* (2016), with Tom Holland cast as Spider-Man.

Sam Raimi directed the Marvel Studios film *Doctor Strange in the Multiverse of Madness* (2022) which sparked interest into making his unproduced *Spider-Man 4* a reality. However, details and confirmations of this reprisal currently remains unknown.

### Marvel Cinematic Universe

Main articles: Spider-Man: Homecoming, Spider-Man: Far From Home, and Spider-Man: No Way Home

Following the underwhelming critical and commercial reception of *The Amazing Spider-Man 2*, Sony and Marvel Studios announced in February 2015 that a new iteration of Spider-Man would appear in the Marvel Cinematic Universe, with the character appearing in *Captain America: Civil War*. As part of the agreement, Sony Pictures continued to finance, distribute, own and have final creative control of the *Spider-Man* films. Marvel Studios and Sony will explore opportunities to integrate other characters of the MCU into future *Spider-Man* films. Sony released a standalone film titled *Spider-Man: Homecoming*, produced by Kevin Feige and Amy Pascal, on July 7, 2017 with Tom Holland starring as the new Spider-Man.

*Spider-Man: No Way Home* (2021) continues the story arc of the MCU's iteration of Spider-Man in addition to using the multiverse to link the Marvel Studios films with Sony Pictures' preceding *Spider-Man* film franchises from Sam Raimi and Marc Webb. Maguire, Dafoe and Church all reprised their respective roles as Peter Parker / Spider-Man, Norman Osborn / Green Goblin and Flint Marko / Sandman from *Spider-Man 3*, appearing in supporting roles alongside other actors from previous films based on the characters outside the MCU's cast, including the Sam Raimi trilogy's version of Otto Octavius / Doctor Octopus from *Spider-Man 2*, reprised by Alfred Molina. They are joined by Andrew Garfield, Jamie Foxx and Rhys Ifans, who reprise their respective roles as Peter Parker / Spider-Man, Maxwell Dillon / Electro and Curt Connors / Lizard from Webb's *The Amazing Spider-Man* films.

### Posters

See more posters at Spider-Man 3/Gallery.

Spider man3.jpgTeaser PosterSpider-man-3poster1.jpgTeaser Poster of Spider-Man's suitSpider-man-3-poster2.jpgTeaser Poster depicting the black suitSpider-Man 3 Disney+ Poster.png
### Trailers

See more videos at **Spider-Man 3/Gallery**.

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## External links

* Official site
* IMDb
* International release dates
* Official premiere website
* *Spider-Man 3* Official Movie Blog
* Wikipedia
* TVTropes

* Spider-Man 3 on IMDB.com
* Spider-Man 3 on AllMovie.com
* Spider-Man 3 on Marvel Movies wiki
* Spider-Man 3 on Spider-Man Films wiki
* Marvel Films
* Spider-Man 3 on Wikipedia