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Spider-Man 3

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Spider-Man 3
Spider-Man 3 Poster 2.jpg
"Revenge is like a poison. It can take you over and, before you know it, it can turn you into something ugly." - May Parker
Genre: Superhero
Directed By: Sam Raimi
Produced By: Laura Ziskin
Avi Arad
Grant Curtis
Written By: Sam Raimi
Ivan Raimi
Based On: Spider-Man
by Stan Lee and Steve Ditko
Starring: Tobey Maguire
Kirsten Dunst
James Franco
Thomas Haden Church
Topher Grace
Bryce Dallas Howard
James Cromwell
Rosemary Harris
J. K. Simmons
Cinematography: Bill Pope
Distributed By: Columbia Pictures
Release Date: April 16, 2007 (Roppongi Hills Mori Tower)
May 4, 2007 (United States)
Runtime: 139 minutes
Country: United States
Language: English
Budget: $258-350 million
Box Office: $894.9 million
Franchise: Spider-Man
Prequel: Spider-Man 2
Sequel: Spider-Man 4 (cancelled)
Spider-Man: No Way Home (soft-sequel)

Spider-Man 3 is a 2007 American superhero film and is the third and final film in Raimi's Spider-Man trilogy. It starred Tobey Maguire, Kirsten Dunst, James Franco, Thomas Haden Church, Topher Grace, J.K. Simmons, Bryce Dallas Howard, James Cromwell and Rosemary Harris.

It's later established that the universe this movie (along with the rest of the trilogy) takes place in is Earth-96283.


A few months after the events of Spider-Man 2, Peter Parker prepares for his future with Mary Jane Watson and faces off against three new villains: Flint Marko, who is transformed into "The Sandman" after a freak accident involving a particle accelerator; Harry Osborn, his former friend who is now aware of Peter's identity and seeks to avenge his deceased father; and Eddie Brock, a rival photographer who becomes corrupted by an extraterrestrial symbiote known as "Venom".


The circumstances behind the film's development are so infamous that it caused Sam Raimi to bow out of production of a planned fourth installment just before it went into production. The details behind this film's sordid history have been covered in multiple works, including the Spider-Man 3 Chronicles book, numerous interviews and a feature-length documentary by YouTube creator Midnight's Edge.

The troubles started soon after Spider-Man 2's release. Just after the film's debut, Sony immediately initiated production of a third installment, with Sam and Ivan Raimi spending two months crafting a treatment that would see Peter Parker growing as a character (and coming to realize that even criminals have humanity), the Green Goblin storyline being closed off, and Spider-Man facing off against the Sandman (and later, the Vulture, who was intended to be played by Ben Kingsley, with the latter being in negotiations for the role). Producer Avi Arad ordered Raimi to include fan-favorite character Venom in the film, despite his objections.

Rumors after the film's release (and mention in the retrospective by Midnight's Edge) suggest that Raimi hired Topher Grace to play Eddie Brock out of spite towards Arad, while the latter reportedly wanted Venom in the film in order to setup a spinoff (he would get his wish, in a roundabout way, more than a decade later with the release of the standalone Venom (2018), which is set in a different continuity). In addition, Arad and the producers pressured Raimi to shoehorn in the Gwen Stacy character, and there was so much material on the drawing board that scriptwriter Alvin Sargent planned out scripts for an additional film after 3 in order to resolve all the subplots. Years later, Raimi would say in interviews that it was his fault for not keeping the various subplots trimmed down and in focus, and that he didn't believe in all the characters.

Bryce Dallas Howard (who played Gwen) learned that she was pregnant while filming the stunt scenes (which she decided to perform herself) during production... just before she was injured on-set when a desk hit her as she was shooting a scene where she falls out of the window of a building. Thankfully, neither she nor her baby were injured. Conversely, Thomas Haden Church (Flint Marko/Sandman) broke three knuckles when he punched a real brick during filming of the fight scene with Spider-Man in the New York subway system.

The film was intended to be much darker than what was released, but numerous sequences and subplots were removed from the final product. Chief among them were scenes showing Peter being tempted by the Black Suit (and foreshadowing that it was sentient by having it breathe as Peter looked on at it), along with a scene where he looks into a mirror and sees a nightmarish vision of himself as a monster. Another excised subplot had to do with Flint's daughter, who he would visit in a park in the shape of a sandcastle. Flint would learn during the finale that his daughter's illness is terminal and she begs him to spare Spider-Man, as she wants to die knowing that her father is a good man. Multiple participants in the production confirmed that the script was tweaked numerous times throughout filming.

Production was so strained that at one point, Raimi was helming multiple units himself, while cinematographer Bill Pope had trouble lighting scenes at night correctly because of the number of characters wearing black costumes or armor. Not helping matters was an incomplete trailer that leaked midway through production from promotional company Ant Farm, and showed off Venom for the first time after Sony had taken pains to keep the character's identity a secret.

Danny Elfman originally had no intent on returning to the franchise due to difficulties working with Raimi during production of the previous film. Christopher Young (who contributed themes for 2) was brought in to create the entire soundtrack, but this was changed after Young reportedly wrote a love theme that the producers didn't like, forcing the latter to bring Elfman back into the fold to aid with development of the score. This, in addition to musicians John Debney and Deborah Lurie being brought in to reportedly rewrite Young's love theme, led to a schizophrenic tone in the film's music.

Good Qualities

  1. It's nice to see that Peter Parker has finally managed to find a balance between having a normal life and fighting crime as Spider-Man (even though we don't know how BQ #7). He's happy in his relationship with Mary Jane Watson while also receiving the praise he deserves as New York's masked crime-fighter.
  2. Kirsten Dunst's portrayal as Mary Jane finally has some progression as it shows her struggles with trying to get into show business.
  3. The Venom symbiote is well-designed, even if it looks more like Carnage.
  4. There are some good funny moments here and there like the walking montage with Bully Maguire.
    1. The infamous scene where Peter dances is well done, despite being cringeworthy.
  5. While Peter being an arrogant jerk because of the black suit is heartbreaking, it is quite satisfying to watch him stand up to those who gave him such a hard time.
  6. The action scenes and special effects are decent, especially for the final battle and the fight between Harry and Peter at Harry's house which is one of the highlights of the film.
  7. Great special effects for its time especially the Birth of Sandman which still looks great today.
  8. The plot twist of what actually happened to Uncle Ben was nicely handled.
  9. The symbiote in this film is a nice metaphor for alcoholism or drugs as Peter progressively becomes more and more obsessed with the suit because it makes him "feel good".
  10. Topher Grace’s Eddie Brock is basically an anti-Peter Parker and the opposite of the Peter Parker from the first film. Making him a great choice to play this version of Eddie Brock. Although the handling on his character is a different story (BQ #5).
  11. Revenge and forgiveness are the two major themes the movie tackles well, as the former is the one driving the conflicts between Peter and the three villains.
    • Harry Osborn chases Peter in the city attempting to kill him to avenge the death of his father. They reconcile when Harry learned the truth that his dad didn't exactly die because of his friend.
    • It turns out Flint Marko was Uncle Ben's killer. Peter is furious when he learned this, but the former is forgiven after he explains himself.
    • After being humiliated and losing his job at the Bugle, Eddie Brock wants Peter dead. It's also when he became Venom, and the hostility towards Peter is the reason why he convinced Flint to team up with him.
  12. The acting is still great especially J.K. Simmons and Tobey Maguire.
  13. Peter and Mary Jane have a better, more mature chemistry here than the previous films, as the latter begins to wonder if her relationship with Peter is the best thing for her.
  14. Christopher Young's score is still passable, with tons of suspense, darker, and almost like horror-style music, making the almost the darkest Spider-Man movie than the first two movies, especially the original theme composed by Danny Elfman. The alternate score on the Editor's Cut and the 4K Ultra HD is also enjoyable.
  15. Despite Gwen being pointless, she feels more like Mary Jane than the one we actually got in the Raimi films.
  16. The Sandman is a decent villain that has a lot of touching moments and has a sympathetic motivation. That being that he became a criminal for his sick daughter to get medical treatment. Thomas Haden Church was a great choice for him and portrayed him pretty well.
  17. Even though it has 7 subplots, this movie does connect its subplots in a more or less decent way.
  18. Much like the first two movies, there are some funny and memorable lines:
    • "You'll get your rent when you fix this damn door!"
    • "Stings, doesn't it?"
    • "See ya, chump."
    • "I come before you today, humbled and humiliated, to ask you for one thing. I want you to kill Peter Parker."
    • "I'm gonna put some dirt in your eye."
    • "You want forgiveness? Get religion."
    • "Never wound, what you can't kill."
    • "Look at little Goblin Jr, gonna cry?"
  19. It is interesting to see the evolution of Harry Osborn as a character: starting in the first film as a great friend of Peter, but who wants revenge against Spider-Man in the second film after the death of Norman Osborn, which motivates him to follow in his father's footsteps in this third film.
  20. The editor’s cut improved upon certain aspects of the theatrical cut.
    • Peter sees a haunting glimpse of the symbiote as he looks in the mirror.
    • Sandman transforms himself into a sandcastle so his daughter can play with him.
    • Some scenes were rearranged to make the tone and pacing feel better.
    • Instead of seeing the butler, Harry makes the decision to help Peter by himself.
  21. Harry Osborn's death is emotional and heartbreaking to watch.
  22. While it isn't executed the best, all of the main loose ends from this trilogy are tied together well.
  23. The cameos of Stan Lee and Bruce Campbell are a very nice touch.

Bad Qualities

  1. Comparing to the first two films, this film has a somewhat inconsistent tone, with the film trying to be much darker than the first two, while trying to be campy like the first two.
  2. The entire film is overstuffed, with 7 different plotlines taking place. According to Thomas Haden Church, who played Sandman, Raimi has stated that the film “tried to shove 10 pounds of story into a 5-pound bag.”[1]
  3. Executive meddling:
    • Kirsten Dunst only agreed to reprise her role in the third film on the condition that Mary Jane would not end up as the damsel in distress. Executives agreed. MJ was originally going to have a more proactive role in the film's climax (Gwen was going to be the damsel while MJ would be the one to talk Harry into helping and forgiving Peter; her lines from this scene remained in the trailer). When the plans changed, they made sure MJ was a survivor during this particular distress as means of making it up to an upset Dunst. Throwing a cinderblock at Venom was thrown in, they let her jump and swing on hanging webs herself before needing to ultimately get saved, and any of MJ's screams during the scene (Peter's too, for that matter) were recycled audio. On the audio commentary, Raimi tells a rough story of coming to the process that in order to finish the movie on time, they had to put MJ in danger, which not only angered himself for reneging on his promise to Dunst before production started that he wouldn't, but that summoning the courage to tell her was one of the hardest things he's ever done in his long time in the business.
    • Sam Raimi originally didn't want to use Venom in the film, but the studio ended up mandating his inclusion in the plot. Originally, Sam wanted The Vulture as the main villain, but due to some studio complications, Vulture was changed to Sandman, which thankfully, Sam was OK with it because he likes that character just as much. He also didn’t want Harry to become New Goblin, as he felt that would’ve been repetitive, but that decision was made for him.
  4. Weak villains that need more development and time:
    • Harry Osborn is not a strong antagonist. One reason is that he conveniently gets amnesia after the first fight from being to the head by a pipe. Not only does this not progress the character in any way, but it also just drags things on.
    • The Sandman is intertwined in the forced recon of Uncle Ben's death and is absent from the movie after the sewer fight for quite a long time.
    • Venom is underdeveloped and unnecessary. He also only becomes a villain in the last 36 minutes and is only there for 22 minutes of it. Even when he does appear, his face is peeled back most of the time.
  5. Venom/Eddie Brock is also somewhat inaccurate to his comic counterpart.
    • For one, Venom looks more like Carnage and not big, musclebound, and bulky like he's supposed to. Eddie himself is also meant to be somewhat buff to rival that of Peter.
    • He refers to himself as "I" instead of "we", which is what the character uses in the comics to symbolize the duality of Brock and the symbiote. Speaking of which, none of this duality is present as Brock appears to be the dominant personality.
    • Speaking of which, Venom doesn't talk, and is portrayed as a mindless monstrosity who only screeches and roars. Eddie also talks in his voice while masked instead of the symbiote.
  6. Certain scenes drag on, particularly the scenes between Harry and Mary Jane.
  7. Even though this was a major problem that caused strain on Peter's life and his relationship with Mary Jane in the previous film, it is never explained or shown how Peter managed to balance his life as a civilian and his life as Spider-Man, as his daily schedule in this film is exactly like his daily schedule in the previous film.
  8. The characters do some dumb things or in situations that can easily be solved.
    • The betrayal of Harry to Peter so he could follow his father's footsteps as well as blaming Peter for his father's death. It just shows Harry to be a jerk since he doesn't let Peter explain himself.
    • Peter and Mary Jane once again have bad chemistry as Mary Jane breaks up with Peter again because Harry forces her to, which makes no sense as Mary Jane could have just warned Peter about Harry instead.
  9. As with its predecessors, Mary-Jane serves as a damsel-in-distress.
  10. False Advertising: Even though it was marketed over the black symbiote suit as the main highlight of the movie (especially in the posters), the movie has very few scenes with the black suit and much more with the classic red/blue Spider-Man suit. In fact, the only scenes in which Peter wears the black suit are: When he wakes up with it hanging from a skyscraper, when he fights Sandman in the subway (the only fight scene with it), when he rips it off in the church, and when he fights Harry at his house (although this latter doesn't count too much since he wears it under his clothes and not complete).
  11. Peter Parker is extremely out-of-character in this film, as goes behind MJ's back and kisses Gwen Stacy on-stage (using the same upside-down kiss method he had done with MJ for bonus points) and is often shown to be an insensitive jerk even before getting affected by the symbiote.
  12. Bully Maguire is pure cringe not only because of him suddenly changing his hair to a more emo style, but because of his arrogance and "bad boy" attitude. However, it does kind of makes sense that Peter would become an arrogant jerk when the suit gives him confidence, considering how he was a loser nerd in the first film.
  13. Rather than display Gwen Stacy's intelligence and relationship to Peter, she is barely involved in the plot and only serves as a rival to Mary-Jane, making her even more unnecessary. What's worse is that she feels more like Mary Jane than Mary Jane herself.
  14. This film in some capacity is the both the reason and not the reason for killing the Raimi Spider-Man franchise. It made a huge profit so the franchise was going to continue afterward, but the whole reason Raimi left the proposed Spider-Man 4 (which, in turn, ended up getting it cancelled) was because he didn't feel as though he could make that film not like this one within the given amount of time, as Sony would've lost the Spider-Man film rights to Marvel if they didn't put out a movie within a certain number of years.
  15. Plot Holes:
    • If Bernard knew Harry's father killed himself why did he not tell him sooner instead of letting him go on a tirade of trying to kill Spider-Man?
    • Somehow, Brock/Venom knows everything about Sandman despite having no scenes with him prior to their meeting. Granted, in the comics, the symbiote transfers the thoughts of its host to its next one, but the movie doesn't even bother explaining this at all so those who didn't read the comics would know.
    • Venom manages to consistently get the drop/surprise on Peter in the final battle, without triggering his spider sense a single time. This is never explained in the movie, but this is because in the comics, the Venom symbiote doesn't trigger Peter's spider sense since it recognizes it as a friend, not a foe/danger.
    • How did Eddie Brock know to kidnap Mary Jane to lure Peter? In the comics the symbiote tells him Peter is Spider-Man, but there's no indication the symbiote is more than a simple parasite. Maybe Sandman put two and two together and figured out Ben Parker was related to Peter?
  16. Deus ex Machina: The butler suddenly revealing the true nature of Norman's death to Harry. Raimi states that he was supposed to be a hallucination, representing Harry's good side, but he's seen interacting with Harry in Peter's presence, who doesn't act as if anything's wrong. Perhaps you can make sense of it by assuming the butler does exist (and he is in fact in the previous movies, though practically just an extra with more than one scene), but Harry hallucinated his realization in the form of said butler.
  17. In addition to Christopher Young's score using Danny Elfman's themes (Elfman didn't return for this one due to his treatment on Spider-Man 2), several scenes used tracked-in Elfman cues from the first two films as part of music-centric executive meddling. (It's worth noting that Young's score is the only one of the series to be unreleased on disc.)


Critical reception

Spider-Man 3 received mixed reviews from critics, audiences and fans of the previous entries. The film holds a 63% "Fresh" rating on Rotten Tomatoes, based on 262 reviews, and a critic consensus that reads "Though there are more characters and plotlines, and the action sequences still dazzle, Spider-Man 3 nonetheless isn't quite as refined as the first two." On Metacritic, the film has a score of 59/100 based on 40 reviews, indicating "mixed or average reviews." Roger Ebert of The Chicago Sun-Times gave the film two stars out of possible four and said in his review that there were "Too many villains, too many pale plot strands, too many romantic misunderstandings, too many conversations, too many street crowds looking high into the air and shouting "oooh!" this way, then swiveling and shouting "aaah!" that way."

Richard Roeper gave the film two stars as well and said "It's as if director Sam Raimi felt he had to give us more of everything, and in the process lost sight of what made the first two films so enjoyable." Kenneth Turan of The Los Angeles Times said "[Spider-Man 3 has] an ungainly, cumbersome feeling, as if its plot elements were the product of competing contractors who never saw the need to cooperate on a coherent final product." Common Sense Media critic Sandie Angulo Chen said in her review "Kids will be dazzled, but the story falls short of No. 2."

Despite its mixed reception from critics, audiences, and fans, Spider-Man 3 is popularly considered to be an underrated film, as it has now received positive reviews from people all over the internet and also holds an 83% approval rating on Google. In fact, due to Sony's executive meddling with Raimi, a trend titled #ReleaseTheRaimiCut (a trend with people telling Sony to release Raimi's original version of Spider-Man 3) has been going around Twitter, YouTube, and other Social Media platforms.

Box office

Despite the mixed reviews, Spider-Man 3 strongly excelled at the box office, grossing $336.5 million in North America and $558.4 million in other countries for a worldwide total of $894.9 million against a budget of $258-350 million. It is the third-highest grossing film of 2007, and is also the highest grossing film of the Spider-Man trilogy. It was also the highest grossing film by Sony and Columbia until it was taken over by Skyfall in 2012. It also set a single-day opening record of $59.8 million and a single day opening weekend record of $151.1 million.


  • Sam Raimi, the director of the previous films, admitted that he was unhappy with the film, and he later disowned it.
  • According to Grant Curtis, in early production, The Vulture was originally going to be in the movie as the third villain, and Sir Ben Kingsley was involved in negotiations to play the role before the character's story was replaced by Venom. Kingsley later appeared in Iron Man 3 as Trevor Slattery, an actor who played the fake version of another classic Marvel villain, The Mandarin. Vulture would finally hit the big screen ten years later in Spider-Man: Homecoming, as played by Michael Keaton.
  • The prosthetic teeth for Venom bruised Topher Grace's gums, and he could not use the bathroom in his Venom costume.
  • In 2017, in anticipation for Spider-Man: Homecoming, Sony released an "Editor's Cut" of Spider-Man 3, which featured unused music from Christopher Young, alternate edits of scenes, a restructured story and scenes both added and removed throughout. As a result, the Editor's Cut was two minutes shorter than the theatrical cut. This version was also released as a Blu-ray bundled with the Spider-Man: Legacy Collection 4K Ultra HD box set.
  • The scene where "Emo Peter" dances is mocked in Spider-Man: Into the Spider-Verse by Earth-1610-esque Peter, who does that, but doesn't want to talk about the dance.
  • There were plans for Spider-Man 4 to be released in the early 2010s, but it was cancelled after Sam Raimi quit over creative differences with the writers and producers. As a result of this, all future Spider-Man films were put on hold until the series was rebooted with The Amazing Spider-Man, which was released in 2012, but starred a different cast and was directed by Marc Webb, and it received a 2014 sequel titled The Amazing Spider-Man 2, before hitting the reset button again by introducing Spider-Man into the Marvel Cinematic Universe with Captain America: Civil War in 2016, before getting his own movie with Spider-Man: Homecoming in 2017.
  • Due to the cancellation of Spider-Man 4, a YouTuber named High Mountain Studios decided to start a fan film project of it based on leaked plot details. The film has yet to be released.
  • In 2018, a month before Venom was released, Avi Arad admitted his mistake of pushing Sam Raimi to include Venom in the movie.
  • It inspired the Latin-American YouTuber Axl Kss to write an alternative version of the film in which he technically repairs the story and makes it work, respecting the structure but with a different argument and most importantly: telling an entertaining story. Watch it here.
  • It spawned the "Bully Maguire" meme.
  • The movie was originally in Awful Movies Wiki, Until it was deleted from said Wiki in 2018 due to the Good Qualities, But it's also not going to change that it received mixed reviews.




Recreating the movie


External links


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