Spider-Man 3

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, 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, Jr., 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 symbiote-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 symbiote, enabling Peter to break free. Eddie Brock is at the same church praying for Peter's death when the symbiote 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 symbiote, and frees Eddie from it by clanging several pipes together. Peter throws a pumpkin bomb at the symbiote just as Eddie attempts to rebond with it, killing him and destroying the symbiote.

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.

Cast and characters

• 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 Parker in this film.^[3]
• 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,^[3] losing her job because of bad reviews and getting dumped by her boyfriend when the symbiote takes over.
• James Franco as Harry Osborn / New Goblin: The son of Norman Osborn and Peter Parker's former best friend, who believes Spider-Man murdered his father. After learning Peter is Spider-Man and that Norman was the Green Goblin, Harry becomes the New Goblin to battle his former friend directly.
• 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 aggressive chief of the Daily Bugle. He has particular dislike towards Spider-Man, whom he considers a criminal.
• Dylan Baker as Dr. Curt Connors: A college physics professor under whom Peter Parker studies. He examines a piece of the symbiote and tells Peter it increases aggression.
• Willem Dafoe as Norman Osborn: The hallucination of Harry Osborn's late wicked father returns to encourage his son to destroy Spider-Man.
• Cliff Robertson as Ben Parker: Peter Parker's deceased uncle.
• Bill Nunn as Joseph "Robbie" Robertson: A longtime employee at the Daily Bugle.
• Michael Papajohn as Dennis Carradine: The carjacker who was believed to have murdered Uncle Ben.

In addition to these reprisals, Spider-Man 3 introduces:

Amputee boxer Baxter Humby,
as Spider-Man,
throws a computer-generated
punch through the chest of Sandman,
portrayed by Thomas Haden Church

• Thomas Haden Church as Flint Marko / Sandman: A small-time thug who has a 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 true 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 in his portrayals of misunderstood creatures, as well as Frankenstein's monster, the Golem, and Andy Serkis's portrayals of Gollum and King Kong. Church worked out for 16 months to improve his physique for the role, gaining twenty-eight pounds of muscle and losing ten pounds of fat.

• 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 the 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 twenty-four 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: Peter's lab partner. He asks her out to embarrass Mary Jane when 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 strived to create a sense that Gwen could potentially be a future girlfriend for him, and that, "I was not acting like some kind of man-stealing tart." Howard performed many of her stunts, unaware of the fact she was pregnant.

• James Cromwell as Captain George Stacy: Gwen's father and a New York City Police Captain.

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 rude 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.