Spider-Man 3 is an alternate version of the infamous 2007 Spider-Man film by Sam Raimi. This exists in an alternate universe of our own, where the movie actually turned out to be good. Or, well... I hope you think it's good...


  • Tobey Maguire as Peter Parker/Spider-Man
  • Kirsten Dunst as Mary Jane Watson-Parker
  • Rosemary Harris as May Parker
  • J.K. Simmons as J. Jonah Jameson
  • Elizabeth Banks as Betty Brant
  • Bill Nunn as Joseph "Robbie" Robertson
  • Jensen Ackles as Eddie Brock
  • Ted Raimi as Ted Hoffman
  • Daniel Gillies as John Jameson
  • Dylan Baker as Dr. Curt Connors
  • Stephen Lang as Officer George Stacy
  • Cliff Robertson as Ben Parker (flashback)
  • James Franco as Harry Osborn/Hobgoblin
  • Willem Dafoe as Norman Osborn (hallucination)
  • Richard Armitage as Dmitri Smerdyakov/Chameleon
  • Bruce Campbell as Wedding Minister (cameo)
  • Stan Lee as Wedding guest (cameo)
  • Alfred Molina as Otto Octavius/Doctor Octopus (flashback)

Plot Synopsis

Peter Parker and Mary Jane Watson are engaged to get married, and their relationship is going great. Peter has graduated from Empire State University, and has a degree in biology. Meanwhile, a mysterious new villain attacks the town using the Green Goblin's weapons.

Spider-Man confronts the new villain, "Hobgoblin", during an attempted bank robbery. However, the Hobgoblin gets away. Peter tries to sell some pictures of the Hobgoblin battle to the Daily Bugle, but after Jameson dismisses the pictures as terrible, Peter decides to finally quit and pursue a career as a scientist. Later that night, Jameson is walking back to his car, when he is mugged by an unseen stranger.

The next day, Daily Bugle reported Eddie Brock catches Jameson going through the archives, and Eddie asks him what he's doing. Jameson threatens to fire Eddie, and so Eddie just backs away. After finding what he needs, Jameson goes back to his desk and looks at the article, which is on the death of Norman Osborn. At Oscorp, Harry has become the new CEO, and is speaking at a press conference.

In the audience, J. Jonah Jameson mysteriously leaves. As Harry steps off the stage, he is attacked by a suspicious looking man. Peter, who is at the conference, flees the scene, and returns as Spider-Man to save Harry. As Harry gets away, Spider-Man accidentally knocks the attacker's mask off, revealing that underneath he is the mysterious villain known as the Chameleon. The Chameleon blasts Spidey with his laser gun and takes off. Spidey gets up, and pursues the Chameleon, only to be ambushed by the Hobgoblin. Weakened from the laser blast, Spidey is defeated by the Hobgoblin, and nearly killed until the authorities arrive, led by George Stacy. They shoot at the Hobgoblin, and so the villain is forced to make a quick getaway.

At Peter and MJ's new house, the two are making plans for the wedding, but it is interrupted when Peter sees on the news that the police have found the Chameleon's hideout, and he has a hostage... J. Jonah Jameson, whom he disguised himself as after mugging and abducting him. Peter takes off to save his old boss, leaving MJ to work on the wedding plans by herself.

At the Chameleon's hideout, Spidey arrives, and enters the house to confront the villain. Spidey finds Jameson, tied up in a chair. Jameson yells at him, but Spidey just ignores it and unties him, carrying out to the police. Out of nowhere, a helicopter crashes through the roof of the building, piloted by the Chameleon. Spidey gives chase to the villain, and manages to pull him out of the helicopter. Leaving Chameleon webbed to the side of the Empire State Building, Spidey makes a giant web between two buildings to catch the helicopter before it crashes to the ground.

After being interrogated by police, Chameleon reveals that he is really Dmitri Smerdyakov, a Russian spy and master of disguise, and that the reason his face looks like it does is because he had plastic surgery so his face could be a blank slate for him to change and cover up whenever he needs to. He was hired by foreign science corporations to assassinate the CEO of Oscorp. As Peter and MJ arrive at a big party at Harry Osborn's mansion, Peter finds some secret files on the Goblin formula and technology, and realizes that Harry has been using his father's old tech.

That night, the Hobgoblin attacks Ryker's Island and breaks out Chameleon, telling him that he will pay him to lure Spider-Man into a trap. At Peter and MJ's house, Peter tells MJ that Harry is actually the Hobgoblin, and MJ tells him that he needs to do something about it, even though she's not quite sure what that is. The next day, Harry is plotting his trap for Spider-Man, when Peter comes over. Peter tries to talk to Harry about his father's death and what really happened, but Harry becomes enraged and tells him to leave.

Later that day, the Chameleon attacks Ellis Island with an army of guns for hire. Spider-Man arrives, and takes down Chameleon's henchmen. Spider-Man battles Chameleon, and after disarming him, manages to knock him out with one last punch to the face. Suddenly, Peter's spider-sense goes off, and he turns around to see the Hobgoblin swooping down right at him. Peter dodges out of the way, and turns around. He shoots a web at him, and pulls him off his Glider. Peter and Harry fight, but Harry gets the best of him. Peter manages to turn the tables on Harry and throw him into the water. Harry swims back up and throws a Pumpkin Bomb at Peter, who webs away before it hits him.

Peter looks back, only to see Harry is gone. Peter realizes he has to reveal Harry's secret to the world, before Harry does so to him. Back at the Osborn mansion, Harry has a hallucination of his father, verbally abusing him and calling him a "failure". Harry snaps, and has a mental breakdown.


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