Spider-Man 3 is a 2007 American superhero film based on the Marvel Comics character Spider-Man. It was directed by Sam Raimi from a screenplay by Raimi, his older brother Ivan and Alvin Sargent. It is the final installment in Raimi's Spider-Man trilogy. The film stars Tobey Maguire as Peter Parker / Spider-Man, alongside Kirsten Dunst, James Franco, Thomas Haden Church, Topher Grace, Bryce Dallas Howard, James Cromwell, Rosemary Harris, and J. K. Simmons. The film also marks the final film appearance of Cliff Robertson before his retirement and death in 2011. Set a year after the events of Spider-Man 2, the story follows Peter Parker as he prepares for his future with Mary Jane Watson, and faces three new villains: Uncle Ben's true killer, Flint Marko, who becomes the Sandman after a freak accident; Harry Osborn, his former friend, who is now aware of Peter's identity and seeks to avenge his father; and Eddie Brock, a rival photographer who becomes Venom. Peter also faces his greatest challenge when he bonds with an extraterrestrial symbiote that augments his abilities but brings out his anger and other negative traits.
Development of Spider-Man 3 began immediately after the successful release of Spider-Man 2 for a 2007 release. During pre-production, Raimi originally wanted another villain to be included along with Sandman. At the request of producer Avi Arad, he 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 over 900 visual effects shots. With an estimated production budget of $258–350 million, it was the most expensive film ever made at the time of its release.
Spider-Man 3 premiered on April 16, 2007, in Tokyo, and was released in the United States in both conventional and IMAX theaters on May 4, 2007. The film grossed $890.9 million worldwide, making it the highest-grossing film of the trilogy, the third-highest-grossing film of 2007 and was the highest-grossing Spider-Man film until it was surpassed by Spider-Man: Far From Home in 2019. Unlike the previous installments, Spider-Man 3 received mixed reviews from critics, which was later attributed to studio interferences and creative differences between Sony, Raimi, and Arad.
A fourth installment, titled Spider-Man 4, was set to be released on May 6, 2011, followed by a Venom spin-off film, but both were canceled due to Raimi's withdrawal over creative differences with the writers and producers. The Spider-Man film series was rebooted twice; first with The Amazing Spider-Man (2012) by Marc Webb and starring Andrew Garfield; and later a new film series set within the Marvel Cinematic Universe, directed by Jon Watts and starring Tom Holland, beginning with Spider-Man: Homecoming (2017). The Venom spin-off was revived in 2016 by Sony and was finally released in 2018 with Venom, set within Sony Pictures Universe of Marvel Characters and directed by Ruben Fleischer and starring Tom Hardy.
Peter Parker plans to propose to Mary Jane Watson, who has just made her Broadway musical debut. While the two stargaze in Central Park, a meteorite lands nearby and an extraterrestrial symbiote follows Peter to his apartment by attaching to his motorbike. Harry Osborn, knowing Peter is Spider-Man, seeks to avenge his father Norman's death. Using his father's performance-enhancing gas and Green Goblin technology, he battles Peter to a stalemate, developing partial amnesia.
Meanwhile, police pursue escaped convict Flint Marko, who visits his wife and sick daughter before fleeing again. Falling into an experimental particle accelerator that fuses his body with the surrounding sand, he gains the ability to control sand and reform his body with it. Marko robs an armored truck, and escapes after easily defeating Spider-Man. NYPD Captain George Stacy, Gwen's father, informs Peter and his aunt May that Marko is uncle Ben's true killer; the initial suspect, the deceased Dennis Carradine, was Marko's accomplice. At his apartment, as Peter sleeps in his Spider-Man suit while waiting for Marko to come out of hiding, the symbiote assimilates the suit. Peter later awakens atop of a building, discovering that the symbiote has colored his suit black and enhanced his powers; however, it also brings out his dark side.
Spider-Man locates and battles Marko in a subway tunnel. Discovering that water is Marko's weakness, he opens a pipe, releasing water that reduces Marko to mud and washes him away. Peter's changed personality alienates Mary Jane, who is struggling in her career because of her show receiving negative reviews from critics. She shares a tender moment with Harry, but leaves in regret. Urged by a hallucination of his father, Harry recovers from his amnesia and forces Mary Jane to break up with Peter. After Mary Jane tells Peter she loves "somebody else," Harry meets with Peter and claims to be that person. Under the influence of the symbiote, Peter later confronts Harry over this and spitefully tells him that his father never loved him. Another battle ensues, with Harry throwing a pumpkin bomb at Peter, who deflects it back, disfiguring Harry's face.