• Director: Sam Raimi
• Writer: Sam Raimi, Ivan Raimi, Alvin Sargent, Stan Lee, Steve Ditko
• Release Date: 30 April 2007 (USA)
• MPAA Rating: Rated PG-13 for sequences of intense action violence.
• Parents Guide: View content advisory for parents
• Genre: Action | Drama | Fantasy | Thriller
• Runtime: 139 min
• Box Office #s: Here

Cast Highligts
• Tobey Maguire
• James Franco
• Topher Grace
• Bryce Dallas Howard
• Rosemary Harris

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.

From the Gallery



  • The release date for the film was set before Spider-Man 2 (2004) was even released.
  • John Dykstra, who won an Oscar for his work as visual effects supervisor on Spider-Man 2 (2004), had declined to work on the third film. Instead, Dykstra chose to work on Hot Wheels. Scott Stokdyk took over as visual effects supervisor.
  • Originally, director Sam Raimi vehemently opposed having Venom as a villain in the film, claiming he hated Venom’s “lack of humanity,” but Marvel producer Avi Arad convinced him to include the character, explaining that Venom had a strong worldwide following. Raimi eventually came to appreciate the character, based on writer Alvin Sargent’s script and actor Topher Grace’s performance. However, to keep Venom’s appearance a secret, he claimed during the film’s casting and production that he hated the character, and had no intention of including the character in this film or any subsequent sequels. To make amends, he then treated the audience at the 22 July 2006 San Diego Comic-Con to the first public images of Venom in the film, albeit with unfinished special effects.
  • Ground corn was used as sand because it reflected well on camera.
  • Producer Grant Curtis appears as one of the two security guards in the truck that got hijacked by Sandman.
  • On May 4th, 2007, while promoting the film on “The tonight show med Jay Leno” (1992), Thomas Haden Church revealed that he broke three knuckles during the subway scene where he swings to punch Spider-Man and ends up punching a chunk of the wall away. Church said that the effects crew had told him that the brick in the middle was fake while the upper and lower ones were real. Unfortunately, the foam brick had not actually been put in place yet, and when Sam Raimi yelled ‘action’, Church spun around and punched the real brick on the first take.
  • Kirsten Dunst, a natural blonde, plays redhead Mary Jane, while Bryce Dallas Howard, a natural redhead, plays blonde Gwen Stacy.
  • The name of the character who replaces MJ in the play is Andrea Rubin; Sam Raimi’s sister is named Andrea.
  • All of the screams Kirsten Dunst had for this film were recycled from Spider-Man 2 (2004).
  • Elisha Cuthbert and Scarlett Johansson were each considered for the role of Gwen Stacy.
  • It was delivered to UK cinemas under the code name “Back for more”.
  • The photograph of Mary Jane next to Peter’s police scanner is the picture he took of her at the science exhibit in Spider-Man (2002).
  • Prints were delivered to some theaters under the codename “Let’s Dance Again”.
  • Cameo: [Stan Lee] the man who tells Peter how great Spider-Man is.
  • It took three years to create the visual effects required to portray the Sandman’s powers. To understand the dynamics of sand, various experiments were conducted with sand (launching sand at stunt men, splashing the stuff around and pouring it over ledges). Sand sculptors were also consulted for advice.
  • While Topher Grace was a big comic book fan and had read the first Venom stories as a boy, he found the suit he had to wear as Venom extremely unpleasant. It took an hour to put on (and four hours to apply the prosthetics); and it had to be constantly smeared with goo to give it a liquid organic feel. Grace also had to wear fangs, which bruised his gums.
  • In Harry’s lab, his father’s Green Goblin mask is seen as well as a gold “Hobgoblin” mask from the comics.
  • The movie had the best per-theater average ($34,807) ever among wide releases.
  • Opened in 4,252 theaters, more than any other movie before, beating out the former record-holder Shrek 2 (2004) which opened in 4,223 theaters. The record was then beaten by Pirates of the Caribbean – Ved verdens ende (2007), which opened in 4,362 theaters in the US.
  • Cameo: [Christopher Young] the conductor and the guy standing next to the piano player at Mary Jane Watson’s rehearsal scene.
  • When the symbiote attaches to Peter’s motorcycle license plate, it takes on the shape of a V (for Venom).
  • The font of Venom’s web message is the same font used for the title of the comic, Sensational Spider-Man.
  • Release prints were delivered to theaters in three parts, each with a fake title. Reels 1, 3, 5, “Two Timing Friend”. Reels 2 and 4, “Back for More”. Reels 6 and 7, “Listening Heart”.
  • Composer Danny Elfman does not return to provide the musical score for this film, citing creative differences with director Sam Raimi over the previous film. Instead, Christopher Young composes the film’s score. In December 2006, however, producer Grant Curtis announced that Elfman had begun collaborating with Young on the film’s score music. Interestingly, Elfman turned down this film for Charlottes tryllespind (2006), which is about a spider who uses her talents to do good.
    Link this trivia
    Topher Grace left “Dengang i 70’erne” (1998) to star in this movie.
  • The over 600 latex “web” balloons in the celebration scene had to be hand-painted with a Sharpie marker.
  • Both Topher Grace and Thomas Haden Church confessed that when they were unceremoniously invited to meetings at Sony, they had no idea they would be auditioning for this film.
  • Thomas Haden Church worked out for 16 months to build up his physique to portray the Sandman, and Topher Grace worked out for six months to prepare for his role as Venom.
  • To prepare for his role as the Sandman, Thomas Haden Church worked out for 16 months, losing ten pounds of fat and gaining 28 pounds of muscle. He based his performance on misunderstood monsters, like Gollum, Frankenstein (1931)’s monster and King Kong (1933).
  • To prepare for his role as Venom, Topher Grace worked out for six months, gaining 24 pounds of muscle. He based his performance on alcoholics and drug addicts.
  • In a fight scene where Spider-Man punches through Sandman’s chest, congenital amputee boxer Baxter Humby took Tobey Maguire’s place in filming the scene. Humby, who was born without his right hand, helped deliver the intended effect of punching through Sandman’s chest.
  • The film’s visual effects designer, Scott Stokdyk, created a miniature of a skyscraper section at 1/16th scale, instead of using CGI, to save time and costs, and so that damage done to the building could be portrayed realistically.
  • The film’s translation in Russia is “Spider-Man 3: Enemy in the Reflection”
  • The character of Eddie Brock/Venom, as portrayed in this film, is an amalgamation of his “Amazing Spider-Man” (an obsessive journalist) and “Ultimate” (a skinny young man with a crush on Gwen Stacy) versions. This was done to present Eddie Brock as a shadowy reflection of Peter Parker (which shows that Peter Parker, when affected by the symbiote, starts to act like Eddie).
  • Real sand was used in the scenes with Sandman, except where there were characters being buried/covered in sand. Real sand being possibly hazardous for such scenes, ground up corncobs were used as a substitute. It provided marvelous snacks for the cast and crew afterwards…
  • Partial scenes, where Spider-Man is hanging from the back of an armored car, were filmed in downtown Cleveland, Ohio, due to high shooting costs in New York City.
  • Sam Raimi and Tobey Maguire were the driving forces that got Sandman into this film. During press interviews for the first two Spider-Man films, Raimi and Maguire repeatedly mentioned Sandman as a villain they would like to see in a future sequel.
  • According to Grant Curtis, in early production the Vulture was originally going to be in the movie, and Ben Kingsley was involved in negotiations to play him before the character’s story line was replaced by Venom.
  • Eddie’s line – “My spider-sense is tingling… if you know what I’m talking about!” – when referring to MJ, was Topher Grace’s idea.
  • The font used for the posters of the play Mary Jane appears in, was originally designed for the first Fantastic Four logo.
  • Series Trademark: [song] During the celebration scene the band plays an alternate rendition of the “Spider-Man” (1967) TV show theme while Spider-Man ascends to the stage. However, the song is absent from the closing credits for the first time in this series.
  • During Stan Lee’s cameo in the film, he uses the catch phrase “’nuff said”, which he used frequently in the comics to end short editor’s notes inside the panels.
  • Spider-Man 3 (2007) combines all three Raimi brothers. Sam Raimi as the director, Ivan Raimi as one of the writers and Ted Raimi as an actor in the role of Hoffman.
  • While being in the Venom costume, Topher Grace didn’t drink any water during his breaks because he couldn’t use the bathroom with his costume on.
  • The name of the character Mr. Ditkovitch clearly recalls the name of the co-creator of Spiderman, Steve Ditko.
  • After Peter tells Mr. Ditkovitch that he’ll get his rent when he fixes the door, and goes to the window, on the bookcase next to the window is a book “Jekyll and Hyde” (The Strange Case of Dr Jekyll and Mr Hyde by Robert Louis Stevenson), a story of man’s duality, much like Peter Parker in this movie.
  • Cameo: [Emma Raimi] The girl who sells her camera to J. Jonah Jameson for $100 is Sam Raimi’s daughter.
  • The demanding shoot in Cleveland meant that a section in downtown was closed down. The pavements had to be repainted to resemble those in NY. Traffic signs and electricity poles were removed for stunts. The shooting schedule also overlapped with the start of the MLB season for the Indians as well as the NBA playoffs for the Cavaliers and the heavier-than-usual traffic had to be re-routed. Despite all this, it is reported that the people of Cleveland welcomed the crew and didn’t complain about the disruption the shoot caused.
  • At 00:37:29, in the background, you can see a Charles Manson news article for the daily bugle framed and hanging on the wall.
  • During one of the scenes in Jameson’s office, a newspaper in the background says “Doc Ock Still at Large”.
  • The alien symbiont’s main weakness is that it is susceptible to high ultra-sonic sounds. This weakness is also shared by Daredevil, another Marvel Comics character.
  • In the comics, the symbiote was a flowing sentient liquid ooze. Sam Raimi was very clear on the film’s portrayal of the symbiote: he wanted it to have character, but not to resemble a spider or octopus. As portrayed in the film, it possesses a webbing form (it was composed of many separate CGI threads) that gives it a sense of life and an appearance of gripping onto someone’s body.
  • According to composer Christopher Young, the Sandman’s theme was composed with two contrabass saxophones, two contrabass clarinets, two contrabrass bassoons and eight (very low) French horns to describe Sandman as “heavy and aggressive.” Venom’s theme was meant to make him sound “vicious and demonic” and used eight French horns.
  • The animators at Sony Pictures Imageworks based Venom’s movements on big cats like tigers, panthers and cheetahs.
  • As of 2008, this is the most successful film domestically in the U.S. not to be nominated for an Academy Award.
  • Sam Raimi stated in an interview that he has no interest of seeing Carnage in a live action movie, as he said that about Venom. However, he said that Toxin would make a cameo in future Spider-Man movies, without Carnage.
  • According to James Franco, they had to go back and do some re-shoots just prior to the release, because test audiences felt that there was not enough action in the film.
  • The film’s IMAX screenings reached $20 million in 30 days, faster than any other 2D film remastered in the format.
  • This film was reportedly the most expensive film ever made in U.S. dollars, with a green-lit budget of $250 million. However, with the ground-up development of revolutionary CGI, the astronomical costs of shooting on location in New York (reportedly at $1 million per day) and extensive re-shoots which over-ran the production schedule an additional 8 months, have led many industry insiders to speculate a final tab of $350 Million or more in production costs alone. If this figure is true, then only Pirates of the Caribbean – Ved verdens ende (2007) comes in second with a final budget of $300 million.
  • During breaks in filming, ‘James Franco’ read works by William Shakespeare, Geoffrey Chaucer and John Milton.
  • Bryce Dallas Howard performed her own stunts during the crane accident scene, unaware that she was pregnant at the time of filming.
  • According to Bryce Dallas Howard on the DVD commentary, the actor who plays the photographer during the crane accident scene performed magic for her at a birthday party when she was in the second grade.
  • Phil Saunders, one of the art crew members, says that production designer Neil Spisak was let go just a few weeks into principal photography. J. Michael Riva was subsequently hired for the remainder of principal filming and re-shoots. However, both Spisak and Riva are credited in the main titles sequence.
  • Venom is never referred to as Venom. Sandman is only called Sandman once – during a newscast sequence near the film’s climax. New Goblin is never called New Goblin – the closest this comes to happen is Peter calling him “Goblin Jr.”
  • Director Trademark: [Sam Raimi] [Campbell] Bruce Campbell, who appears in most Raimi films, plays the French waiter.
  • The most successful of the Sam Raimi Spider-Man movies, Marvel’s most commercially successful film and the highest grossing film for Sony Pictures Entertainment to date.
  • Thomas Haden Church was offered the role of Sandman on the strength of his performance in Sideways (2004). He accepted the part despite the fact that there was no script.
  • Alvin Sargent secured a seven figure deal to rewrite Spider-Man 2 (2004) and work on Spider-Man 3 (2007).
  • Over 1000 people worked on the film, some of them putting in the 8000 hours needed to construct the 40 Spider-Man suits and others writing complicated CGI software.
  • At 140 minutes, this is the longest of the original three Sam Raimi Spider-Man movies.
  • Sam Raimi is the first director to helm all three installments in a superhero franchise. Bryan Singer made 2 X-Men movies and Tim Burton only did two Batman movies. This will change in 2012 when Christopher Nolan completes his Dark Knight trilogy.
  • When production started, the computer programs to render the Sandman and his capabilities had not been developed. As production progressed, these programs were completed but the amount of man-hours put in to meet the deadlines were astronomical.
  • The jazz bar scene took approximately 2 weeks to film.
  • The song that Kirsten Dunst at the beginning of the film is from Annie Get Your Gun (1950).
  • Sam Raimi was already familiar with Thomas Haden Church as he very nearly cast the actor in _The Gift_.
  • The hospital set was the one used on the then just canceled TV series “Strong Medicine” (2000).
  • The first shot of the Sandman forming took roughly 6 months to create.
  • In total, the film took 2 years and 10 months to make.
  • One of the sounds used for Venom is of a Tasmanian Devil.
  • SPOILER: Immediately after Spider-Man 2 (2004) released, Ivan Raimi wrote a plot for the third film in two months. According to Sam Raimi, the film initially dealt with the concept of heroes with a dark side, and villains with a sympathetic side. As well as dealing with the “triangle” between Peter, Mary Jane and Harry, the Sandman was made the film’s official “villain”; the screenwriters made his character, merely a petty criminal in the comics, the real killer of Ben Parker to further Peter’s guilt over his uncle’s death. Raimi wanted another villain in the film, and eventually settled on the popular villain Venom to please the fans. There was also the addition of a rival love interest, Gwen Stacy, to complicate personal matters. However, with all these additions, the story became so complex that Alvin Sargent considered cutting it into two films, before realizing he could not create a successful intermediate climax for the third film to lead into the fourth.
  • SPOILER: The scene where Spider-Man throws an exploding pumpkin back at Harry, and it explodes in his face, recalls a similar scene in Spider-Man (2002). Green Goblin throws a pumpkin at Spider-Man, whose reactions are the same, blowing off half of his Spider-Man mask.
  • SPOILER: Originally, Dylan Baker was meant to mutate into the Lizard and become the main villain for this film. There is a lizard skeleton in Dr. Connors’ laboratory that foreshadows this metamorphosis. Another hint is the fact that his right arm is missing: in the comics he tried to restore it using reptile DNA, which led to his transformation.
  • SPOILER: You can see Flash Thompson in the background at Harry Osborn’s funeral.
  • SPOILER: In the comics, Reed Richards of the Fantastic Four is the one who discovered that the black and white Spiderman costume is an alien symbiote. However, because the Fantastic Four (2005) characters are owned by 20th Century Fox, it was changed to Dr. Curt Connors making the discovery.
  • SPOILER: In the comics, Harry Osborn dies because the Goblin formula he ingested was fatally unstable, and was slowly poisoning him. Sam Raimi changed Harry’s death to parallel his father’s death in Spider-Man (2002). However, in Harry’s final scenes, his pale look could be a sign of the Goblin formula’s effects.
  • SPOILER: This is the only film of the trilogy not to feature Spider-Man swinging through the city at the end.
  • SPOILER: The first Spider-Man film in which a main villain, Sandman, survives at the end of the film.
  • SPOILER: Originally it wasn’t supposed to be Mary Jane in the taxi at the end of the film during the climactic fight. This was changed during the middle of shooting.


Gwen Stacy: I mean who gets kissed by Spider-Man, right?
Mary Jane Watson: I can’t imagine.

Mary Jane Watson: Do you want to push me away?
Peter Parker: Push you away? Why would I want to push you away… I love you!

Mary Jane Watson: [Peter jumps up to save Mary Jane] Peter. They’re gonna kill us both.
Spider-Man: I’m gonna get you out of this.

Mary Jane Watson: Who are you?
Peter Parker: I don’t know…

Mary Jane Watson: That was OUR kiss!

Mary Jane Watson: Tell me you love me?
Peter Parker: I love you… I love you so much. I always have.

Mary Jane Watson: Let me ask you something. When you kissed her, who was kissing her? Spider-man, or Peter?

Mary Jane Watson: You know what? I’d like to sing on stage for the rest of my life… with you in the first row.
Peter Parker: I’ll be there.

Harry Osborn: It’s a funny feeling, not knowing who you are. I get a bump on the head and I’m free as a bird.
Mary Jane Watson: Can you bump me on the head?
Harry Osborn: [taps MJ on the head] Bop!
Mary Jane Watson: [reacts to tap by throwing head back and laughing]

Mary Jane Watson: We’ve all done terrible things to each other, but we have to forgive each other. Or everything we ever were will mean nothing.

Peter Parker: I don’t need your help.
Mary Jane Watson: Everybody needs help sometimes, Peter. Even Spider-Man.

Mary Jane Watson: Tell me again. Was I really good? I was so nervous. My knees were shaking.
Peter Parker: Your knees were fine.
Mary Jane Watson: The applause wasn’t very loud.
Peter Parker: Yes, it was. Well, it’s the acoustics. It’s all about diffusion. It keeps the sound waves from grouping. You see when the sound waves, they propogate, then it’s like an…
Mary Jane Watson: You are such a nerd.