Next summer, the greatest battle lies... within...Spiderman 3 (2007) !!!

Tobey Maguire ... Spider-Man/Peter Parker
Kirsten Dunst ... Mary Jane Watson
James Franco ... New Goblin/Harry Osborn
Thomas Haden Church ... Sandman/Flint Marko
Topher Grace ... Venom/Eddie Brock
Bryce Dallas Howard ... Gwen Stacy
Rosemary Harris ... May Parker
J.K. Simmons ... J. Jonah Jameson
James Cromwell ... Captain Stacy
Theresa Russell ... Emma Marko
Dylan Baker ... Dr. Curt Connors
Bill Nunn ... Joseph 'Robbie' Robertson
Bruce Campbell ... Maître d’
Elizabeth Banks ... Miss Brant
Cliff Robertson ... Uncle Ben Parker
Ted Raimi ... Hoffman
Perla Haney-Jardine ... Penny Marko
Elya Baskin ... Mr. Ditkovitch
Mageina Tovah ... Ursula
John Paxton ... Houseman
Becky Ann Baker ... Mrs. Stacy
Stan Lee ... Man in Times Square
Michael Papajohn ... Dennis Carradine/Carjacker
Joe Manganiello ... Flash Thompson
Hal Fishman ... Anchorman
Lucy Gordon ... Jennifer Dugan
Steve Valentine ... Photographer
Tim Maculan ... Play Director
Marc Vann ... Play Producer
Joe Bays ... Jazz Club Manager
Gregg Daniel ... Detective Neil Garrett
Rogelio T. Ramos ... Emergency Room Doctor
Timothy Patrick Quill ... Crane Operator
Menachem Mendel Boymelgreen ... Kid in Times Square
Nasir Stewart ... Kid in Times Square
Austin Hendrickson ... Kid in Times Square
Taylor Hemhauser ... Kid in Times Square
Kathryn Bryding ... Woman Outside Theater
Joe Virzi ... Police Detective
Bill E. Rogers ... New Jersey State Policeman #1
Michael Alexander ... New Jersey State Policeman #2 (as Mike Alexander)
April Parker ... Test Site Technician #1
Edward Padilla ... Test Site Technician #2
Robert Curtis-Brown ... Test Site Technician #3
Paul Terrell Clayton ... Test Site Technician #4 (as Terrell Clayton)
Carolyn Neff ... Test Site Technician #5
Christina Cindrich ... Test Site Technician #6
Sonya Maddox ... ICU Nurse
Andre B. Blake ... Crane Disaster Radio Policeman
Derrick 'Phoenix' Thomas ... Cop at Crane Disaster (as Derrick Thomas) Jessi Collins ... Mary Jane’s Replacement Michael McLaughlin ... Boy at Keys to the City Ceremony Anne Gartland ... Councilwoman
Emilio Rivera ... Policeman at Sand Truck #1
Keith Woulard ... Policeman at Sand Truck #2
Reynaldo Gallegos ... Armored Car Driver
Jim Coope ... Newsstand Patron #1
Dean Edwards ... Newsstand Patron #2
Margaret Laney ... Newsstand Patron #3
Toni Wynne ... Congratulatory Woman at Daily Bugle
Aimee Miles ... Coffee Shop Waitress
Tanya Sinovec ... Jazz Club Waitress
Mark Kubr ... Jazz Club Bouncer
Emma Raimi ... Girl with Camera
Lorne Raimi ... Boy at the Final Battle #1
Henry Raimi ... Boy at the Final Battle #2
Samantha Ressler ... Girl at the Final Battle
Alan Cohn ... Jazz Club Musician
Dan Callahan ... Jazz Club Musician
Ron King ... Jazz Club Musician
Carol Chaikin ... Jazz Club Musician
Dan Cummings ... Jazz Club Musician
Vance Hammond ... Jazz Club Musician

Peter Parker has finally found the balance he's longed for between his love for Mary Jane Watson and his responsibilities as Spider-Man. The city of New York and it's citizens are at last coming around and appreciating everything he has done as his crime-fighting alter ego, and Peter is in the running for a staff job at the Daily Bugle. However, everything Peter has worked for is about to unravel. Flint Marko, while fleeing prison, is caught in an accident that displaces molecules and is transformed into the Sandman, a new super villain who is able to change his body into any shape of sand he sees fit. When Peter learns of a connection between The Sandman and the murder of his Uncle Ben, he will stop at nothing as Spider-Man to capture him. But before Peter can do so he discovers a mysterious black substance has turned his suit black, and has brought forth a darker side of Parker and Spidey nobody has seen before. Peter begins to give into this new dark personality, starts to abandon the ones he loves the most and in turn his best friend Harry Osborn takes up his late father's mantle as The New Goblin. Quickly Parker begins a new romance with his lab partner, the beautiful Gwen Stacy but in doing so Peter sets off a rival Bugle photographer, a troubled young man by the name of Eddie Brock who is obsessed with Stacy. Little does Peter know the black substance has its sights set on Eddie else as well. Brock is turned into Venom, a arch-foe that mirrors everything Spider-Man can do. Peter is forced to become the strong-willed hero he has forgotten about if he hopes to defeat his greatest threat yet.

Peter Parker has finally managed to piece together the once-broken parts of his life, maintaining a balance between his relationship with Mary-Jane and his responsibility as Spider-Man. But more challenges arise for our young hero. Peter's old friend Harry Obsourne has set out for revenge against Peter; taking up the mantle of his late father's persona as The New Goblin, and Peter must also capture Uncle Ben's real killer, Flint Marko, who has been transformed into his toughest foe yet, the Sandman. All hope seems lost when suddenly Peter's suit turns jet-black and greatly amplifies his powers. But it also begins to greatly amplify the much darker qualities of Peter's personality that he begins to lose himself to. Peter has to reach deep inside himself to free the compassionate hero he used to be if he is to ever conquer the darkness within and face not only his greatest enemies, but also...himself.