Spider-Man 3

Two years after the death of Otto Octavius , Peter Parker plans to propose to Mary Jane Watson , who has made her Broadway musical debut. While Peter is on a date with Mary Jane in Central Park , an extraterrestrial symbiote oozes out of a fallen meteorite and attaches to his motorbike. Harry Osborn , knowing Peter is Spider-Man, seeks to avenge the death of his father, Norman . He uses his father's performance-enhancing gas and Green Goblin technology to battle Peter, but falls from his glider and develops partial amnesia.

Meanwhile, police pursue the escaped convict Flint Marko , who visits his wife and sick daughter before fleeing. He falls into a particle accelerator which fuses his body with sand, turning him into Sandman and granting him the ability to reform his body at will. During a festival honoring Spider-Man, Peter kisses Gwen Stacy to please the crowd, which angers Mary Jane. Soon after, Marko robs an armored truck and fights Spider-Man, then flees.

Police captain George Stacy , Gwen's father, informs Peter and Aunt May that Marko is Uncle Ben 's true killer; the initial suspect was simply Marko's accomplice. When Peter falls asleep in his Spider-Man suit, the symbiote integrates into the suit. Peter awakens atop a building, discovering that the symbiote has turned his suit black, enhanced his powers, and heightened his aggression. Peter battles Marko in a subway station.

Realizing that water weakens him, Peter opens a pipe, which turns Marko into mud and washes him away. Peter's new arrogant attitude alienates Mary Jane, who kisses Harry before quickly regretting it. A hallucination of his father prompts Harry to recover from amnesia, and he forces Mary Jane to break up with Peter. Harry tells Peter that he is dating Mary Jane, which leads Peter to fight him while under the symbiote's influence.

During the fight, Harry's face is disfigured by one of his own pumpkin bombs . At the Daily Bugle , Peter exposes rival photographer Eddie Brock , whose fake photos incriminate Spider-Man. Publisher J. Jonah Jameson , outraged at Brock's false photo and having to print a retraction, fires Brock and promotes Peter to staff photographer.

Later, Peter brings Gwen to a jazz club where Mary Jane now works, hoping to make her jealous. Upon realizing Peter's true intentions, Gwen apologizes to Mary Jane and leaves. After assaulting the bouncers and accidentally hitting Mary Jane, Peter realizes that the symbiote is corrupting him. Retreating to a church bell tower and discovering that the sound of clanging metal weakens the creature, Peter removes the symbiote.

Seeing the event from the pews below, Brock becomes the symbiote's new host and turns into Venom . Brock locates a still-living Marko and convinces him to join forces to kill Spider-Man. Brock kidnaps Mary Jane and holds her hostage from a web at a construction site, intending to kill her in revenge for Peter ruining him, while Marko keeps the police at bay. After a now-scarred Harry declines to help Peter, Harry's butler reveals that Norman's death was not Spider-Man's fault.

While Brock and Marko nearly kill Peter, Harry arrives to help Peter and rescue Mary Jane. Peter and Harry subdue Marko, but Brock overpowers both. Brock attempts to impale Peter with Harry's glider, but Harry jumps in and is impaled instead. Remembering the symbiote's weakness, Peter assembles a perimeter of metal pipes to create a sonic attack, weakening it and allowing Peter to separate Brock from the symbiote.

Peter activates a pumpkin bomb and throws it at the hostless symbiote. Having become addicted to its influence, Brock tries to save the symbiote, but both are killed. Marko explains that Ben's death was an accident that has haunted him and that everything he has done was to help his daughter. Peter forgives Marko, allowing him to escape.

Harry reconciles with Peter before he dies from his injuries. After Harry's funeral, Peter visits Mary Jane at the jazz club, where they reconcile and share a dance.