Things are good as Sam Raimi's Spider-Man 3 begins—Peter Parker (Tobey Maguire) has finally learned how to balance his personal life and the responsibility of being Spider-Man. He's actually about to propose to Mary Jane (Kirsten Dunst)—who herself has finally landed a starring role on Broadway—when Harry Osborn (James Franco) attacks. As New Golbin, Harry attempts to avenge his father's death once more, using equipment he has found in his father's house. After a blow to the head erases Harry's recent memory, the two become friends once more. More conflict arises however, with not one, but two more villains—an alien symbiote called Venom leeches onto Peter and makes him stronger while an escaped convict (and Uncle Ben's actual killer), Flint Marko (Thomas Haden Church) gets caught in a particle accelerator and becomes The Sandman. Marko goes on a crime-spree, attempting to get money for his daughter's medical treatments, and Spidey turns black as Venom turns him vain and vengeful. Eddie Brock (Topher Grace) and Gwen Stacy (Bryce Dallas Howard) join the adventure; he, a rival photojournalist and she, a new love interest to Peter. After mistakenly striking Mary Jane, Peter realizes that with the extra power Venom gives him, comes extra responsibility. He ditches the new suit, but Venom soon finds Eddie and transforms him into a super-villain. Meanwhile, Norman (Willem Dafoe) appears to Harry and urges him to remember what Spider-Man did to him. Will Spider-Man be able to face off against all three at the same time?
Sam Raimi's sequel picks up two years after the first ended with Peter Parker (Tobey Maguire) trying to balance his everyday life with the great responsibility he has as Spider-Man. His childhood crush—Mary Jane Watson (Kirsten Dunst)—has a starring role on Broadway, his best friend—Harry Osborn (James Franco)—is convinced Spider-Man is responsible for his father's death and after the death of Peter's uncle, his Aunt May (Rosemary Harris) faces foreclosure. Meanwhile, one of Oscorp's nuclear scientists, Otto Octavius (Alfred Molina), suffers a terrible accident causing intelligent robotic arms to weld themselves onto his back and into his mind. Dubbed "Doc Ock" by the vociferous Daily Bugle editor, J. Jonah Jameson (J.K. Simmons), Spider-Man has a new enemy who threatens to destroy the city with a huge fusion reactor. Parker's powers falter and after a visit with a two-armed doctor, he believes the reason his powers aren't working is due to the stress of protecting the city. And so, he decides to be Spider-Man, no more. Doc Ock needs Harry's help with his reactor so Harry asks Ock to bring him Spider-Man to avenge his father's death. MJ gets kidnapped, Peter has to become Spider-Man once more and try to save the city and himself.