Spider-Man 3 is a 2007 American superhero film produced by Marvel Entertainment and Laura Ziskin Productions, and distributed by Columbia Pictures based on the fictional Marvel Comics character Spider-Man. It was directed by Sam Raimi and scripted by Sam and Ivan Raimi and Alvin Sargent. It is the final film in the Sam Raimi Spider-Man trilogy. The film stars Tobey Maguire, Kirsten Dunst, James Franco, Thomas Haden Church, Topher Grace, Bryce Dallas Howard, Rosemary Harris, J. K. Simmons, James Cromwell and Cliff Robertson in his final film appearance.
Set months after the events of Spider-Man 2, Peter Parker has become a cultural phenomenon as Spider-Man, while Mary Jane Watson continues her Broadway career. Harry Osborn still seeks vengeance for his father's death, and an escaped Flint Marko falls into a particle accelerator and is transformed into a shape-shifting sand manipulator. An extraterrestrial symbiote crashes to Earth and bonds with Peter, influencing his behavior for the worse. When Peter abandons the symbiote, it finds refuge in Eddie Brock, a rival photographer, causing Peter to face his greatest challenge.
Development of Spider-Man 3 began immediately after the release of Spider-Man 2 for a 2007 release. During pre-production, Raimi originally wanted another villain to be included along with Sandman, but at the request of producer Avi Arad, the director added Venom and the producers also requested the addition of Gwen Stacy. Principal photography for the film began in January 2006, and took place in Los Angeles and Cleveland, before moving to New York City from May until July 2006. Additional pick-up shots were made after August and the film wrapped in October 2006. During post-production, Sony Pictures Imageworks created 900 visual effects shots.
Spider-Man 3 premiered on April 16, 2007 in Tokyo, and released in the United States in both conventional and IMAX theaters on May 4, 2007. Although the film received mixed to positive reviews from critics, in contrast to the highly positive reviews of its predecessors, it stands as the most financially successful film in the series worldwide, Marvel's third most financially successful film after The Avengers and Iron Man 3, and Sony Pictures Entertainment's second highest-grossing film behind Skyfall. After the success of Spider-Man 3, Raimi was scheduled to direct the unproduced Spider-Man 4. However, disagreements between Sony and Raimi forced the director to leave the project, and Sony cancelled the film as a result. A reboot of the trilogy was released five years later.
Peter Parker plans to propose to Mary Jane Watson, who has just made her Broadway musical debut. A meteorite crashes near the two in Central Park, and an extraterrestrial symbiote attaches itself to Peter's moped. While fleeing police, escaped prisoner Flint Marko falls into a particle accelerator that fuses his body with surrounding sand, allowing him to shapeshift at will as the Sandman. Peter's best friend, Harry Osborn, who knows Peter is Spider-Man and blames him for his father's death, attacks Peter using weapons based on his father's Green Goblin technology. Harry injures his head and suffers partial amnesia, forgetting that Peter is Spider-Man and his desire for revenge. During a festival honoring Spider-Man, Marko robs an armored car. NYPD Captain George Stacy tells Peter and Aunt May that Marko was Uncle Ben's killer, and Dennis Carradine was only an accomplice. While a vengeful Peter sleeps, the symbiote bonds with him. Peter wakes up hanging from a skyscraper. His costume has changed and his powers have been enhanced, but the symbiote brings out Peter's dark side. Wearing the new black suit, Spider-Man locates Marko and fights him in a subway tunnel, reducing him to mud using water.
Peter's changed personality alienates Mary Jane, whose career is floundering, and she finds solace with Harry. Urged on by a hallucination of his father, Harry regains his memory and compels Mary Jane to break up with Peter, threatening Peter's life. After Mary Jane tells Peter she is in love with another man (under Harry's direction), Harry meets with Peter and claims to be "the other guy". Later, Peter, wearing the black suit, confronts Harry and fights him. Harry throws a pumpkin bomb at Peter, who deflects it back, disfiguring Harry's face.
Under the symbiote's influence, Peter exposes Eddie Brock, a rival photographer at the Daily Bugle, by submitting doctored photographs showing Spider-Man as a criminal. Furious at having to print a retraction, J. Jonah Jameson fires Eddie. Meanwhile, the Sandman recovers from his injuries.
To make Mary Jane jealous, Peter brings Gwen Stacy, a woman Brock believes is his girlfriend, to the nightclub where Mary Jane works; Brock secretly sees them and assumes they are dating. Gwen catches on and storms out. Peter brawls with the bouncers and, after accidentally hitting Mary Jane, realizes the symbiote is changing him. He retreats to a church bell tower. While trying to remove the symbiote costume he hits the church's bell, weakening the alien and making it easier to remove. Peter tears the symbiote off and it falls to the lower tower, landing on Brock, who is praying for Peter's death. The symbiote transforms Brock into Venom. Venom finds the Sandman and offers to join forces.
Mary Jane hails a taxicab but Brock hijacks it and hangs it from a web hundreds of feet above a sand-filled construction site. Peter seeks Harry's help but is turned down. A crowd of people watch as Peter clashes with Brock. Harry learns the truth about his father's death from his butler and goes to help Peter. Harry temporarily subdues a gigantic incarnation of the Sandman, breaking him apart. Brock webs Harry's glider, causing it to bump into some pipes, making sonic vibrations that weaken the symbiote. Peter recalls the church bells weakening it previously. Brock tries impaling Peter with Harry's glider, but Harry jumps in the way. Peter forms a ring of pipes around Venom, creating a wall of sonic vibrations. The alien releases Brock, and Peter pulls Brock away from the creature. Peter throws a pumpkin bomb from Harry's glider at the symbiote, but Brock moves to re-bond with it and both are destroyed by the blast.
Marko reveals that he never intended to kill Ben, but only wanted his car and accidentally shot him when Dennis grabbed his arm, and says that Ben's death has haunted him 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. Days later, Peter visits the jazz bar where Mary Jane is singing, and they begin mending their relationship.
- Tobey Maguire as Spider-Man/Peter Parker
- Kirsten Dunst as Mary Jane Watson
- James Franco as The New Goblin/Harry Osborn
- Thomas Haden Church as The Sandman/Flint Marko
- Topher Grace as Venom/Eddie Brock
- Rosemary Harris as Aunt May
- Cliff Robertson as Uncle Ben
- J.K. Simmons as J. Jonah Jameson
- Bill Nunn as Joseph "Robbie" Robertson
- Elizabeth Banks as Betty Brant
- Willem Dafoe as The Green Goblin/Norman Osborn
- Bryce Dallas Howard as Gwen Stacy
- James Cromwell as Captain George Stacy
- Dylan Baker as Dr. Curt Connors
- Mageina Tovah as Ursula Ditkovich
- Elya Baskin as Mr. Ditkovich
- Michael Papajohn as Dennis Carradine