[[quoteright:350:http://static.tvtropes.org/pmwiki/pub/images/spiderman3.jpg]]

->''[[{{Tagline}} "The greatest battle lies within."]]''

The final film in the original ''Film/SpiderManTrilogy'', released in 2007. Peter Parker, it seems, is finally living the life he wants -- New York doesn't seem to be gunning for him, he's with the girl of his dreams, and he's managing to balance his normal life with the life of Spider-Man. But his overconfidence leads to tension with MJ when he begins flirting with Gwen Stacy (Bryce Dallas Howard); and Harry Osborn, having discovered that his best friend is Spider-Man, decides to take his [[InTheBlood father's Goblin serum]] and seek vengeance.

Meanwhile, escaped convict Flint Marko is turned into the shapeshifting Sandman (Thomas Haden Church) after entering a particle accelerator, and is revealed to have been involved with the same criminal who killed Peter's Uncle Ben. As well, a mysterious alien organism crashes to Earth and bonds with Peter, enhancing his powers but also influencing his behavior for the worse. When this symbiote is abandoned, it finds refuge in a rival, Eddie Brock, Jr. (Topher Grace), who becomes the maniac Venom.
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!!This film provides examples of:
* ActionSurvivor / HeroicBystander: Mary Jane in the final battle.
* AdvertisedExtra: Venom, though a possible {{subver|tedTrope}}sion as well. Venom was only in the movie for about ten minutes, but he surprisingly did a ''lot'' in ten minutes: [[spoiler: He teamed up with Sandman and kidnapped Mary Jane, which led to Peter and Harry's reconciliation, which led to Harry's death, which led to Peter and Mary Jane's reconciliation. Basically, the plot couldn't have wrapped up without Venom taking action.]]
** This really depends on whether you think of Venom as the combo of Eddie and the symbiote, or just the symbiote. From the idea that Venom is really the symbiote, only needing Eddie as a tool for revenge, then Venom has a lot of scenes, just no dialogue.
* AmnesiacDissonance: Harry.
* AntiVillain: Sandman, who became a criminal in order to steal money to save his sick daughter.
* ArsonMurderAndJaywalking: In MJ's words regarding a possible relationship between Peter and Gwen: "How come you never mentioned her? She's your lab partner, you saved her life, she thinks you're a genius, and ''she had her polished fingernails all over you?''"
* BashBrothers: [[spoiler: Peter and Harry in the climax.]]
* BecameTheirOwnAntithesis: After encountering the symbiote Peter goes through this and recovers once he realizes what it is doing to him and how he affects some others. It is still hinted that his behavior came from an internal desire to act this way.
* BettyAndVeronica: Traditionally Gwen is the Betty and Mary-Jane is the Veronica but Spider-man 3 flips this on its head and Mary Jane is the down to earth "Betty" and Gwen is the rich wealthy vivacious Veronica.
* BigDamnHeroes
* BigShutUp: Harry to Peter after Peter tries to explain that Norman accidentally killed himself. He either thinks he's lying or doesn't care since he always resented Peter.
* BittersweetEnding: Leans more towards the positive side: [[spoiler:Harry is dead but made amends with Peter, and Peter has to come to terms with having acted like a colossal jerk, but he's managed to overcome his dark side, forgiven the man who (accidentally) killed his uncle, and it's implied that his rocky relationship with Mary Jane will heal, and they'll be back together again]].
* CannotSpitItOut
* CardCarryingVillain: Eddie Brock/Venom
--> Eddie: ''I like being bad. It makes me happy.''
* CastingGag: In this film, Mary Jane, a redhead is played by natural blonde KirstenDunst, whereas Gwen Stacy, a blonde, is played by natural redhead Bryce Dallas Howard (daughter of Creator/RonHoward)
* ChekhovsGun: [[spoiler:Peter discovers that amplified sound (i.e. standing next to a ringing church bell) disrupted the symbiote long enough for Peter to remove it. He uses the same tactic during the final battle to separate Eddie Brock from Venom.]]
* ComicBookMoviesDontUseCodenames: Venom is ''never'' named at all. Likewise, Harry's costumed identity was referred to as "New Goblin" in promotional materials, but he's never even called that during the film. However, Peter ''does'' taunt Harry by calling him "Little Goblin Junior" at one point, which is the closest they come. This was barely averted with Flint Marko who gets called "the Sandman" exactly once during a broadcast.
* ContrivedCoincidence: All Raimi movies- and most movies in this genre in general, for that matter- have this problem, but this one takes the cake. Flint Marko just ''happens'' to fall into a scientific experiment that turns him into the Sandman; Harry Osborn just ''happens'' to get amnesia and forget that Peter is Spiderman (and get it back and decide to go from trying to murder Peter to...breaking up him and Mary-Jane), and the symbiote just ''happens'' to land next to Peter Parker and attach itself to his suit. And all of this happens on exactly the same night.
* CrowdSong
* DeusExMachina: [[spoiler:The butler suddenly revealing the true nature of Norman's death to Harry. WordOfGod states that he was supposed to be a hallucination, representing Harry's good side, but he's seen interacting with Harry in Peter's presence, who doesn't act as if anything's wrong. Perhaps you can make sense of it by assuming the butler does exist (and he is in fact in the previous movies, though practically just an extra with more than one scene), but Harry hallucinated [[AFormYouAreComfortableWith his realization in the form of said butler.]]]]
* Determinator: Flint is able to pull himself together (literally)through sheer force of will by thinking about his daughter.
* DisproportionateRetribution: Harry clearly knew what led to his father's end -- specifically, that he was the Green Goblin -- from the conclusion of the [[Film/SpiderMan2 second film]] on, yet needed the majority of this film to forgive Peter for stopping a homicidal maniac... multiple rounds of EasyAmnesia helped this along.
** Also Eddie Brock. Peter exposed Eddie's fraud against Spider-Man (which in itself was the result of Peter in the Venom Suit wrecking a camera that contained a legitimate picture of Venom Suit Spider-Man). Eddie's response? To go into a church and pray to God for Him to kill Peter. Then he got [[FromNobodyToNightmare the Venom suit...]] Guess God doesn't like Spider-Man either. Which explains a lot, to be honest.
* {{Eagleland}}: Type 1. There was no sense whatsoever in Spider-Man landing in front of the American flag right before the final battle besides a patriotic money shot.
* EasyAmnesia
* EvilCostumeSwitch
* EvilCounterpart: Eddie serves as one to Peter.
* EvilTastesGood: Harry gets a scene at the diner relating to this.
* {{Foreshadowing}}[=/=]CallBack: In their earlier chase/battle, when Peter throws one of Harry's bombs back at him, he's not trying to hit Harry, but merely wants to distract him long enough to knock Harry off his glider and get away. Their fight later on in the movie ends with Peter doing the same thing, and thanks to the symbiote Peter's wearing, [[TookALevelInJerkass he's not nearly as nice about it]].
** Early in the film, an amnesiac Harry says he would give his life for his friends Peter and Mary Jane. [[TakingTheBullet Guess how he ends up dying.]]
* FourLinesAllWaiting: One of the more common complaints about the movie was the fact that the presence of three major villains, each of whom has their own plot, as well as the romance plot, left the movie rather crowded. Keep in mind that, in both comics and cartoons, Spiderman fights multiple villains all the time with little narrative clutter- the problem was how the villains were handled, not the fact that there was three of them (other films, like ''Film/BatmanBegins'' or ''Film/TheDarkKnight'', had even more villains, but were still successes).
* GettingCrapPastTheRadar: After Harry tells Peter that [[spoiler: he's "the other guy"]]:
-->Waitress: ''How's the pie?''
-->Harry: ''So goood.''
** "Miss Brant! That's not the position I hired you for!"
* GoodScarsEvilScars
* HeelFaceRevolvingDoor: Harry.
* HoverBoard: Adaptation of the Goblin Glider.
* ImADoctorNotAPlaceholder: Dr. Connors: "I'm a physicist, not a biologist."
* InformedFlaw: Mary Jane's singing. Kirsten Dunst is a good singer and delivers a good performance in the third movie but her character is critically panned in-universe for her broadway performance. In part justified because we're sitting in the front row with Peter who is meant to be oblivious to MJ's professional problems and one of the reviews remarked "her voice hardly carries past the first row."
** [[FridgeLogic If MJ's problem is projection, one wonders why the directors didn't notice it during rehearsals.]]
*** [[FridgeBrilliance Maybe he was sitting in the front row.]]
* ItsAllAboutMe: Peter, Mary Jane, Harry, and Eddie Brock all suffer from this. The first three overcome it. Brock... doesn't.
* JerkWithAHeartOfGold: Mr. Ditkovich, so much. Justified in that landlords of such rundown tenements have to be callous and sometimes ruthless--but that doesn't mean they're heartless.
* JumpingOffTheSlipperySlope: Didn't take much for Harry Osborn to turn evil when he learns that his father was Green Goblin.
* LampshadeHanging: After the first battle with The Sandman, Peter blatantly asks out loud, "Where do these guys come from?"
* LittlestCancerPatient: Flint Marko's daughter.
* MeaningfulBackgroundEvent
* MythologyGag: The lizard skeleton in Curt Connors' lab when he calls Peter about the symbiote.
* NeverTrustATrailer: The trailers and posters gave the impression it was much DarkerAndEdgier. However, Peter's experience with the symbiote was played more for laughs than anything.
* NiceGirl: Gwen Stacy.
* NighInvulnerability: Sandman.
* NotMyDriver: Eddie Brock picks up Mary Jane in a taxicab. Probably even killed a driver to get the car.
* OutsideContextVillain / GiantSpaceFleaFromNowhere: The Venom symbiote's arrival is only not spoken of because of the fame of the character and because you expected it, but still, ''why does nobody ask where it came from in the movie?''
* PeekABangs
* PapaWolf: Sandman was willing to do ''anything'' to ensure his daughter is cured of her illness, even if it means having to go through a life of crime to do so. That says a lot.
* PowerHigh: When Peter gets the symbiote, he says, "I feel... wow... this feels good!"
* RaimiVision
* RecklessGunUsage: [[spoiler:How Flint killed Uncle Ben. He was startled when Dennis Carradine came running over.]]
* {{Retcon}} / HijackedByGanon: [[spoiler:Whoops, turns out the guy Spidey killed in the first movie didn't kill Uncle Ben after all, Sandman did! We never see Uncle Ben getting shot in the original, but it still gives no indication that there was more than one robber involved.]]
* RevengeMyopia: Harry has this as his motivation. He wants to kill Peter because Peter killed his father, the Green Goblin, for always being his dad's favorite, and for "stealing" MJ. However, just before the movie's climax, Harry's butler [[TheReveal reveals]] that [[spoiler:[[HoistByHisOwnPetard Green Goblin was killed by his own hover-board.]]]]
* RecycledSoundtrack: In addition to Christopher Young's score using DannyElfman's themes (Elfman didn't return for this one due to his treatment on ''Spider-Man 2''), several scenes used tracked-in Elfman cues from the first two films as part of music-centric ExecutiveMeddling. (It's worth noting that Young's score is the only one of the series to be unreleased on disc.)
* RivalTurnedEvil: Both Harry and Eddie.
* RunningGag: How many times can the scenery hit Harry in the forehead?
* SeekingSanctuary
* SeriesFinale: During development, the filmmakers weren't sure if there was going to be a ''Spider-Man 4'', so they designed movie 3 to act as a series finale if need be. In retrospect, it seems to have been a wise choice (Sony wanted a movie as quick as possible, but Raimi couldn't give a script that fully satisfied him in time; [[Film/TheAmazingSpiderMan a reboot came instead]])
* ShipperOnDeck: She may like Peter herself, but Ursula is still all for him and MJ.
* ShoutOut: In the trailer, Sandman is given Godzilla's roar.
* ShowerOfAngst
* SparedByTheAdaptation: [[spoiler:Gwen Stacy.]]
* SpiderLimbs
* SteppingStonesInTheSky: Spider-Man uses falling debris as platforms when saving Gwen.
* TakeItToTheBridge
* TakingTheBullet: Harry dives between his own glider when Venom tries to impale Peter with it.
* TemporarilyAVillain: While he doesn't quite become a full-blown villain so to speak, Peter shows a semi-evil side when the symbiote he has on his suit results in a major increase in vengefulness and aggressiveness. He doesn't switch sides; he's fighting against the same enemies as he was immediately before; but the symbiote's influence has him doing things he severely regrets and that the series portrays as very clearly wrong.
** Harry tries to murder Peter in the opening act before succumbing to EasyAmnesia and turning good again; he recovers but downgrades his villainy from "try to kill Peter Parker" to "ruin his relationship with Mary-Jane"; later, when he and Symbiote-Peter clash, its more a battle of two {{Jerkass}}es rather than a fight between a hero and a villain. In the finale, Harry ultimately becomes an AntiHero.
* TheShadowKnows: Just before it latches onto Peter, the symbiote's shadow appears as a snarling face and as a grasping, clawed hand.
* TransformationTrauma
* UnflinchingWalk
* VehicleVanish: Harry pulls a particularly goofy one on Peter; Peter is looking through the diner window at Harry, who is sitting, smiling at him before vanishing in such a way that it simply looks like he threw himself to the floor.
* WellDoneSonGuy: Harry clearly still has daddy issues, and Peter takes advantage of this to get one seriously devastating dig at him.
* WellIntentionedExtremist: Sandman genuinely wants to do good by helping his daughter out of her illness. Unfortunately, he has to steal money from various places as well as commit AccidentalMurder of [[spoiler:Peter Parker's uncle]] in order to do so.
* WhatTheHellHero: Gwen gives this to Peter in the restaurant scene, when she realizes he's only romancing her to humiliate Mary Jane. She even apologizes to MJ before storming off.
** MJ delivers a significant one shortly after, when Peter shoves her to the ground while she's trying to break up a scuffle between him and the restaurant's bouncers. [[MyGodWhatHaveIDone It finally gets him to see what the symbiote suit is doing to him.]]
** Eddie Brock actually calls out "What the hell?!'" when black Spider-Man breaks his camera. He improvises: he takes out his digital camera and snapping some quick photos of the carnage as the police arrive, then downloads the images to his computer, takes one of Peter's Bugle images of Spider-Man in Times Square, Photoshops Spider-Man into one of Brock's own images, and recolors him black. This comes back to bite him when Peter exposes him, forcing J. Jonah Jameson to fire him.
*** Possible actor allusion, as Grace's character in ''That 70's Show'' frequently yells this line when his friends mess with him.
* WithinParameters: The scientists running an experiment involving a particle accelerator and sand notice that the weight of the sand is greater than expected. They write it off as a bird that will fly away once the experiment starts. The "bird" is actually Flint Marko, about to be turned into The Sandman. I want to know exactly what sort of 200-pound bird the scientists were thinking of.
** Brilliantly parodied in [[http://www.youtube.com/watch?v=HoNgMVFQNBI this video]]. For brevity's sake, just jump to about 1:50.
* WoobieDestroyerOfWorlds: The Sandman, who simply wants to provide for his family.
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