Spider-Man 3 is an alternate version of Sam Raimi`s original film, Spider-Man III taking place after Spider-Man II. This movie totally skips out the original third film and is created by DuttPanda, with a different plot and synopsis, although involving some already introduced points from the original. This takes place in Earth-96283, and is the film that lands the origin of the film, Hulk, and the followup, Heroes For Hire. This film is the longest Spider-Man movie, being 168 minutes. This film holds an average rating of 70% on Rotten Tomatoes, with a critics consensus, reading; "While being overstuffed with too much intersecting plotlines, and overshadowed by less character developments, this film, nonetheless serves as a very thrilling and submersive-violent superhero film that results into the creation of an expanded universe."

Extended Storyline


After the events of Spider-Man II, Peter Parker and Mary Jane Watson have taken their relationship to a new mark. On her broadway debut, Peter decides to propose to her. On the way to the show, Peter discovers that his spider sense has been disrupted and a bomb incarcerates his moped, making him severely susceptible, and he falls under an underground tunnel.

Inside the dark tunnel, he is constantly surprise attacked, with his sixth sense up to no use, however, when he discovers a similar advanced weaponics, a Goblin-Bomb, Peter instantly realizes that Harry reprised his father`s role as the Hobgoblin, with a new armor, suit and engineering. The vendetta-obsessed Harry obtained superhuman strength, durability and agility after undergoing several transformations, using the same performance-enhancing chemical vapor that his father used to metamorphosize. Completely frenzied and attending to insanity, Harry has lunatical hallucinations of his father, to only kill and destroy Spider-Man. Peter has no choice and fights Harry, and discovers that the cause of his Spider-Sense disruption was because of anti-ethyl-chloride mechanism, built in the Goblin Glider. Peter destroys the glider and defeats Harry, who wounds his head, before Harry falls unconscious, he presses a seemingly new button, exploiting that he has unlocked a 'protocol.'


Peter attends to Harry`s injuries and takes him to the hospital. Mary Jane forgives Peter for not being able to attend her show, thinking that Peter skipped it for Harry. When asked about what happened, Peter lied and exclaimed that Harry was already like this, in his mansion. Doctors reveal that Harry has fallen into a deep state of amnesia, forgetting everything between approximately ten months, and may recover within weeks. Harry has forgotten his vengeful plight against Peter, and instead, considers him as his lifelong best friend, who he would die for.

With Harry on injuries, Oscorp is now run by his assistant, Adrian Toomes, seemingly bringing mass profits to the company, after he completes the very profitable project of reverse engineering cross species genetics DNA replication and modifying it into mutantine superhuman serums. However, five days later, the Oscorp Tower is bombed and everyone inside it, is deceased and all valuables and blueprints and experiments surprisingly dissapear and Spider-Man is unable to save the day.

The following day, a doppelganger of Spider-Man hacks an international television channel, and kills three people live, in front of the whole of America. With people believing Spider-Man was always a fraudulent vigilante, an international manhunt on Spider-Man is authorized by General Thunderbolt Ross.

The Protocol

The enraged Peter discovers that Harry`s 'protocol' must have been related with this collateral incident. Harry, in his temporary amnesia, has no clue of what was happening, although some disturbing and triggering blurs in his mind, is making him understand that there is something very pivotal in the means. In a thorough research, Peter discovers that his doppelganger had actually superhuman genetics and symptops, that totally tantalizes him. The following day, Peter as Spider-Man attempts to flash the doppelganger after tracing his location in Hell`s Kitchen, before being attacked by two mysterious criminals, a cat burglar with superhuman reflexes and agility, the Black Cat, a fullbody armed man with taser devices, the Shocker and the doppelganger himself. Peter is nearly beaten to the death, before crushing the Shocker to death by throwing a tank on him. The traumatized Peter exceeds his moral and flees, while the other two criminals return to their homebases as commanded by Wilson Fisk, (the greatest mafia in America by their bluetooths). Peter hears this and escapes.

In the next scene, Peter realizes the connection between the tantalizing superhumans and the protocol. Wanting to be sure, he infiltrates Wilson Fisk`s mafia database and obtains information; Harry struck a deal with Wilson Fisk before the beginning of the movie, explaining his vengeful desire to kill Spider-Man to Wilson, they create a secondary plan, if Harry fails to do so, the mafia will attempt to eliminate Parker with their most dangerous squadron. When Harry sucuumbs to injuries, the mafia follow the secondary backup plan, but they overrule their original contract, by bombing and stealing all Oscorp Tower projects, blueprints and biometrics, taking advantage of Harry`s memory loss. With burglarizing the superhuman serum engineered by Adrian Toomes, they experiment on four members; Felicia Hardy, MacDonald Gargan, Daniel Rand (who has escaped) and Luke Cage (escaped).

Enter The Kingpin!

Peter fights the bloody and maddened Wilson, and on a duel, he defeats him as Spider-Man. As a last resort, MacDonald escapes the scene and so does Peter before Felicia Hardy accidently spreads the superhuman serum virus inside the area, ceasing everyone to death, including her. MacDonald, now as Scorpion, is dead set on killing Spider-Man. With his superhuman powers, scorpion sting, sixth sense, poisonous genetics and camoflouging capabilities, he is creating a strategy to wipe out Spider-Man (aka Peter Parker) and murder all of his relatives.

A leaked video shows the events, and becomes viral all over the internet, mistaking Spider-Man as a straight up criminal. Mary Jane is astonished and decides to flash all news about the vigilante`s identity to General Thunderbolt Ross. Peter attempts to explain to Mary Jane that it was a frameup, before both are surprisingly attacked by Harry Osborn in his Hobgoblin armor, who after seeing that leaked video, regained his memories back. Peter and Mary Jane make the run and escape from Harry, and go into hideout.

Death of Aunt May

Harry is frustrated and allies with MacDonald and emotionally blackmails Peter, sending him a message to bravely interwene them, or suffer from the death of his beloved aunt. Peter hesitates, desperate, he immediately abandons Mary Jane leaving her to safety, and comes to the aid of her aunt in a chemical factory as Spider-Man. The factory is crowded by audiences and the military evacuates the crowd and threatens to use their weapons on them if they do not leave the lady alone. Spider-Man pleads Harry but the lunatical Hobgoblin disobeys and throws aunt May to her death.

Final Battle

The military uses their machine guns on the three vigilantes. The extremely maddened Peter subconsciously battles the military tanks, destroying them and proceeds to battle his two enemies. He exposes MacGargan to sonic and heat, the typical scorpion defuncts and boils him to death after throwing him in a running chemical substance. He and Harry share one last word before they fight as friends; not enemies even though it was a battle to the death. At the end, Peter subsequently stabbed Harry and impaled him. Waking up from his subconscious thought and looking around the place for three minutes, staring at the massacre, the crying Peter, screams out "OSBORN!" in agony and misery, realizing that it was he who lost, not Norman Osborn. The movie ends just like that, with Spider-Man`s tale ending in agony.

Post Credits Scene

In a post credits scene, General Thunderbolt Ross and Emil Blonsky are shown to collect augmentations and extracts of the superhuman serum from the Wilson Fisk slaughter scene, revealing their plans for a superhuman human experimentation, and the possible origins of the Incredible Hulk.


  • Tobey Maguire as Peter Parker/Spider-Man (retirement)
    • Max Charles as young Peter Parker (flashback; cameo)
  • Kirsten Dunst as Mary Jane Watson
  • James Franco as Harry Osborn/Hobgoblin (death)
  • Jenson Ackles as MacDonald Gargan/Doppelganger Spider-Man/Scorpion (death)
  • Sam Worthington as Herman Schultz/The Shocker (death)
  • Rosemarry Harris as May Parker (death)
  • Stephen Marcus as Wilson Fisk/Kingpin (death)
  • Anne Hathaway as Felicia Hardy/Black Cat (death)
  • William Hurt as General Thunderbolt Ross
  • Cliff Robertson as Ben Parker (already deceased)
  • Stan Lee as mafia goon (cameo; death)
  • Tim Roth as Emily Blonsky (cameo; post credits scene)
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