Cover of Blu-Ray edition
|Released||May 4, 2007|
|Produced by||Avi Arad|
Thomas Haden Church
|Running Time||139 min.|
This article is about the movie. For the video game based on this movie, see Spider-Man 3 (game)
Peter Parker loves Mary Jane Watson and plans to propose to her. While at Central Park, a symbiote meteor crashes without Peter or Mary Jane noticing and attaches to Peter's moped.
Somewhere else near Manhattan, Flint Marko is escaping from the police but falls into a particle accelerator and is turned to sand.
After visiting Aunt May's house, Peter is ambushed by Harry Osborn who believes that Peter killed his father. Peter knocks Harry out, giving him short-term amnesia and doesn't remember Peter being Spider-Man. Spider-Man saves Gwen Stacy, who had fall down a building due to a malfunctioning crane. Mary Jane finds out that she is fired from the play she performed two nights ago and exits the theatre to find a celebration on Spider-Man saving Gwen's life. Spider-Man gives Gwen a kiss upside-down, something similar he had done to Mary Jane in the first movie. Meanwhile, Sandman tries to steal from an armoured car and while Spider-Man attempted to stop him, Sandman gets away with the money.
Captain Stacy tells Aunt May and Peter that it was Flint Marko who had actually killed Ben Parker and not the Burglar. Peter becomes angry, wanting to face Flint again. That night, the symbiote merges with Peter's Spider-Man costume and Peter suddenly finds himself hanging upside-down next to a building. The suit makes Peter more violent and selfish, but also enhances his superpowers. Sandman and Spider-Man start to fight in an underground subway/sewer tunnel and this time, Spider-Man wins by washing away Sandman using a water pipe, turning Sandman into mud. Harry recovers from the amnesia and is ordered by an apparition of Norman Osborn to make Mary Jane break up with Peter. Mary Jane does as instructed, telling Peter that she loves another man and a meeting between Peter and Harry at a cafe confirms that Harry is the other man. Later, at Harry's mansion, Peter (wearing the black suit) and Harry fight, leaving one half of Harry's face to become disfigured. Afterwards, Peter proves at The Daily Bugle that a picture Eddie Brock took of Spider-Man as a criminal was a hoax, getting Eddie fired. Still wearing the black suit, Peter takes Gwen to a nightclub where Mary Jane works. He starts a fight between him and the nightclub's bouncers, resulting in Mary Jane getting hurt. Realizing what he had done, he attempts to take off the black suit, but fails. Once Peter hits the bells, the symbiote become weakened, and Peter successfully takes off the symbiote and it lands on a vengeful Eddie, turning him into Venom. Venom recruits Sandman to help kill Spider-Man. Eddie, posing as a taxi driver, kidnaps Mary Jane and takes her to a construction site, leaving her at the top in a large spider-like web. Peter tries to get Harry to help, but Harry, angry at Peter, declines. Peter sets off to the construction site and is nearly killed by Sandman and Venom. Harry learns the truth of how his father died from Bernard, his butler, and helps Peter in the battle. During the battle, Venom nearly impales Peter, but Harry sacrifices himself to save Peter. Peter escapes Venom's clutches and remembers the symbiote's weakness, loud sounds. He uses long, hollow, metallic pipes to weaken Venom and manages to separate Eddie from the symbiote. Spider-Man throws one of the pumpkins bombs from Harry's Goblin Glider at the symbiote at the same time Eddie attempts to rebond, killing them both. Afterwards, Flint tells Peter he didn't want to kill Uncle Ben and that it was an accident. Peter forgives Marko as he floats away in a large sandstorm. Peter and Harry forgive each other as well, before Harry dies. A funeral is held for him while Peter and Mary Jane become friends again.