Marvel's Spider-Man III  is a 2010 Marvel Comics film directed by Sam Raimi, co-produced by Kevin Feige, Amy Pascal and Marvel Studios, with a screenplay penned by Alvin Sargent & Edgar Wright. Spider-Man III is the sequel to 2006's Spider-Man, and 2008's Spider-Man II and is the third installation in Marvel's Spider-Man shared universe franchise. This film was critically acclaimed by critics and is considered one of the best films, if not, the best film of the franchise (basically Spider-Man 2 by Sam Raimi :3 )

The film stars Logan Lerman, Alfred Molina, Julianne Hough, Alex Pettyfer, Jason Isaacs, Lily Collins, Marisa Tomei & JK Simmons. This film follows the aftermath of the viral outbreak in Manhattan. New York mourns the loss of the thousands lost during the Lizard's Invasion, Peter's relationship with Gwen comes to a dead end, Oscorp is facing charges and is on the face of bankruptcy, Harry Osborn falls into substance abuse, the threat known as the Doctor Octopus arises, and Peter Parker loses his powers. The move is 140 minutes long.


The film opens up with multiple surveilance footage of Norman Osborn being interrogated by the Federal Bureau of Investigation about his involvement with Curtis Connors. He is told that his assets will be seized, and moreover, to add salt to the wound, his clients are turning on his back. Infuriated, Norman Osborn says that he will return stronger than ever.

Peter, Gwen & MJ get closer together as friends, and despite their love for each other, both Peter and Gwen hesitate to get back together. They try to get Harry out of his bedroom, as the Osborn Mansion has fallen into a tumultous state. They sneak into their mansion to see Harry in a horrible condition, with tears on his face, and an angry, compulsive Norman shouting at the top of his lungs at his executives in his private office room. They go to Harry's room to see weed and marijuana. Harry says that he has suffered the negligence of his father throughout his life and has grown up in a solitary lifestyle, and has had no mother in his childhood and that these were his only coping mechanism all these years. He rushes out of his house. Peter, MJ and Gwen decide to be by Harry's side. As the final year of high school closes by, Peter and May's household is struggling to keep up with finances, as he discovers that he and Aunt May are facing eviction. At the same time, New York is considering him as a fugitive because of being a superhuman similar to the Lizard and his boss J. Jonah Jameson isn't helping him out either. Harry misses Peter's birthday to get some drugs. Peter also gets slack from a band of New York citizens after stopping a truck containing weapons. He finds himself suffering temporary, but reoccurring losses of his powers, often in life-threatening situations because of these situations. So he decides to take a short break on Spider-Man, unsure, if this job will really take an overwhelming toll on his personal life, and study for the finals. Around this time, Gwen gets closer with Peter, and a relationship between the two seem to have a tiny shred of hope for the future.

To get back on losses, Norman takes a risk by sponsoring a fusion power project by nuclear scientist Otto Octavius', who has had a less-than average success rate despite his intelligence. Otto befriends and mentors Peter, who is a big fan of him. While handling hazardous materials, Octavius wears a harness of powerful robotic tentacle arms with artificial intelligence. During a public demonstration that Peter, Harry and Norman attend, a power spike causes the fusion reactor to destabilize. Octavius refuses to shut down the reactor, which goes critical — killing his wife and burning the inhibitor chip blocking the arms from his nervous system. Peter shuts the experiment down, destroying it in the process.

At a hospital, doctors prepare to surgically remove Octavius' harness. However, without the inhibitor chip the arms have developed sentience and attack them. Upon regaining consciousness and seeing the carnage, Octavius escapes and takes refuge at a harbor. Becoming increasingly influenced by the arms' AI, he robs a bank in order to fund a second experiment. Peter and May coincidentally are there, and Octavius takes May hostage. Peter rescues her, but Octavius flees with stolen money. Aunt May's leg gets broken during the rescue procedure, and Peter becomes terrified and due to fate itself, I guess, Peter, despite not meaning it, behaves badly with Gwen and marches out in a storm when he is trying to be given solace. The Daily Bugle subsequently dubs the scientist Doctor Octopus.

Gwen starts dating Harry. Everyone in high school starts to hate Peter, except for MJ who gives him solace and shows that she truly cares for him. Peter suffers an emotional breakdown over his inability to balance his life, resulting in him losing his powers. He abandons his Spider-Man identity, returns to his normal life, and attempts to reconcile with Gwen. A garbageman brings Peter's Spider-Man costume to Jameson, who takes credit for driving Spider-Man into hiding. Peter tells May the truth behind his Uncle Ben's death and how he is responsible. May forgives him, but the rise in New York City crime rate worries Peter.

Norman faces losses once again and his military research developers threaten to abandon his projects. Norman breaks down and ventilates his frustration and anger at Harry, before going somewhere, as he always does, at the evening time (he has also done this in the previous two films, and it'll be revealed why in the next one). Harry has had enough of it, and goes off to a nightclub, where a person offers him cocaine. He accepts begrudingly, and becomes obsessed with it overnight, almost having an overdose. When he wakes up, he is ashamed of himself, but finds himself drawn to the substance even more, incapable of living without it anymore.

Requiring the isotope tritium to fuel his reactor, Octavius visits Norman to demand it. Norman agrees in exchange for a cut from his bank robberies. He tells Octavius to seek Peter, who is supposedly friends with Spider-Man, but requests Octavius not harm him , revealing that Norman does care a bit for Harry and his friends. Peter, Gwen & MJ rush to the hospital after they hear from Norman's butler that Harry has overdosed on cocaine. They are even more shocked and enraged that Norman does not show sympathy towards him, because of which MJ slaps the man. Octavius locates Peter, tells him to find Spider-Man, and captures Gwen. Her endangerment leads to Peter's powers resurfacing. Just as Jameson admits he was wrong about Spider-Man, Peter steals his costume back from the Bugle and goes after Octavius.

As Peter battles Octavius, they fall onto a New York City subway train. Octavius sabotages the controls and leaves Peter to save the passengers, which he does at a great physical toll. When he faints from exhaustion, the grateful passengers save him from falling and bring him into the train, seeing his unmasked face but promising to keep their knowledge hidden. In vain, they try to protect him when Octavius returns to capture Peter, whom Octavius delivers to Norman in his masked, Spider-Man costume as per his request. As Norman is about to unmask him, Peter wakes up and frees himself, and webs him up to his rooftop, aggressively expressing his feelings of hatred because of his negligence of Harry. He forces Osborn to tell where Otto's lair is.

As Spider-Man, he arrives at the doctor's waterfront laboratory and attempts to rescue Gwen discreetly. Octavius discovers him and they fight once again as the nuclear reaction swells. Peter ultimately subdues Octavius, reveals his identity, and persuades Octavius to let his dream go for the greater good. Octavius finally commands the tentacles to obey him, and gives his life to destroy the experiment. Peter explains yet again why they can't be together. Peter returns Gwen to the authorities, and leaves. Time passes by, the final exams are over, May moves into a cheaper but convenient apartment around the neighborhood, and Peter passes, with an average grade of C, despite his intelligence.

Harry is sent to rehabilitation forcefully, and proclaims to Gwen that he hates her for doing this to him and not letting him be released. Gwen apologizes, but Harry's violent nature doesn't accept it. Norman is yet again, in the face of bankruptcy, and says that he won't spare anyone who tries to cross his paths now, and vows to release Harry soon enough. On graduation day, MJ gives Peter advice once again to chase what he truly believes he wants to do, and Peter finally decides to go after Gwen. However, instead of getting back together immediately, they engage in a slow, romantic conversation and walk through through a garden. When they hear police sirens, Gwen tells him to go, and Peter suits up as Spider-Man, and swings through the cities, while a happy yet doubtful Gwen looks on, thinking that 'everything is going to be fine.'


  • Logan Lerman as Peter Parker/Spider-Man
  • Alfred Molina as Otto Octavius/Doctor Octopus
  • Jason Isaacs as Norman Osborn
  • Alex Pettyfer as Harry Osborn
  • Julianne Hough as Gwen Stacy
  • Marisa Tomei as May Parker
  • Lily Collins as Mary Jane Watson
  • JK Simmons as J. Jonah Jameson
  • Zooey Deschanel as Betty Brant
  • Bill Nunn as Robbie Robertson
  • Stan Lee as wise old man (cameo)


  • Cinematic continunity plot points are used here more definitively. Harry's usage of substance had been hinted in the first film when Peter found a pack of ciggarettes in his room, and Harry's response, "You wouldn't know what else I do. You are too absorbed it.. whatever you do, Pete. I don't care if you care. I don't care. Living in a family like this isn't all about money or shit people think. I know you don't think that, Pete.. but.. whatever, man. Lay off."
    • The other plot point, is that whenever, there is that Norman Osborn is never available in six o clock. In the first film, Norman said that he had to go out at six o'clock to someplace, and Harry mentions, "like you always do." In the second film, during the dinner between the Stacy's, Parkers and the Osborns and Connors, Norman, despite being the host of the dinner, takes an early leave at six o'clock. At this film, while Harry is confronting Norman and gets slammed at, Norman leaves the mansion. This is when people noted an obvious connection that could build up to a later thing, which it does at Spider-Man IV, the conclusion to the tetralogy.
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