[[quoteright:350:http://static.tvtropes.org/pmwiki/pub/images/sm3.jpg]]
[[caption-width-right:350:''[[TagLine How long can any man fight the darkness... before he finds it in himself?]]'']]
->''"The city is safe and sound. Guess I had a little something to do with that. My uncle Ben would be proud. I still go to school. Top of my class. And I'm in love. With the girl of my dreams."''
-->-- '''Peter Parker / Spider-Man''', [[FromBadToWorse having no idea about the later events of the movie.]]

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.

----
!!''Spider-Man 3'' provides examples of:

* AccidentalMisnaming: Jameson misnames Eddie Brock twice in the same scene in his office. Instead of referring to him by his surname of Brock (like he does with Peter), he calls him Bruckner and Bernstein. Eddie corrects him the first time.
* AccidentalMurder: This happens to be the case with [[spoiler:Ben Parker]] who fell victim to clumsy gun handling by [[spoiler:Flint Marko]]
* ActionSurvivor / HeroicBystander: Mary Jane in the final battle, dropping a cinder block on Venom's head.
* AdaptationExpansion: A comic book adaptation of the film's third act from Eddie Brock's perspective, ''Spider-Man 3: The Black'', expands on Eddie's motives and the effect the symbiote has on him.
* AdaptationalVillainy: Eddie Brock is nowhere near as heroic and devoted to saving innocents as he was in the comics.
* AdaptationOriginConnection: Sandman is {{retcon}}ned into the man who killed Peter's uncle Ben.
* AddedAlliterativeAppeal: Two headlines: "Spidey Scores", while Mary-Jane is on her way to dinner with Peter, and "Sorry Spidey, Faker Fired" after Eddie is fired from the Daily Bugle.
* 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.]]
* AerialCanyonChase: During the first fight between Peter Parker and Harry Osborn as "New Goblin", Peter tries to escape by webslinging into a narrow gap between two buildings. Harry manages to follow by turning his SkySurfing glider sideways (unlike his father's, his is no bigger than a snow surf), but he has a hard time avoiding obstacles and scrapping the walls.
* AlliterativeName: Betty Brant, J. Jonah Jameson and Peter Parker.
* AlmostKiss: At one point during the montage sequence, Peter flirts with Betty Brant and it results in one of these, before being interrupted by Jameson and Robbie.
* 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.
* BigBadEnsemble: Between Harry Osborne/New Goblin, Flint Marko/Sandman and Venom.
* BigDamnHeroes: [[spoiler:Harry turning up in the climax at just the right moment to stop Sandman from pummeling Spider-Man to death, and knocking Venom through two walls.]]
* BigShutUp: Harry to Peter, after Peter tries to explain that Norman accidentally killed himself. Of course, Harry doesn't believe him.
* 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]].
* {{Bookends}}: The film starts and ends with a voiceover by Peter. The first is him saying that now things are going really well ion his life. The second is that choices make people who they are, and they can always choose to do the right thing.
* BreakHisHeartToSaveHim: It's implied that Harry forced Mary Jane to break up with Peter by threatening to kill him if she didn't. But mostly because Mary Jane broke Harry's heart the second time.
* BrokenPedestal: Invoked. Thanks to Eddie's fake picture, Spider-Man is seen this way by the people of New York, with one woman even saying: "This is the guy they gave the key to the city to?" Spider-Man is then vindicated when the picture is exposed as a fake and Eddie is fired.
* CannotSpitItOut: A great deal of the movie's conflict could have been avoided if Peter had at least tried to explain Harry what happened with his father. He didn't even need to ignore Norman's final words, all he had to say was that he found his body that way and that the Green Goblin had killed him. Of course, by the time the fight with New Goblin happens, Harry is so consumed by anger that he won't believe Peter's words.
* CardCarryingVillain: Eddie Brock/Venom
--> Eddie: ''I like being bad. It makes me happy.''
* ChekhovsBoomerang: Harry's pumpkin bombs. Peter tries to use one against Harry in their first fight and it results in Harry getting knocked out by Peter's web. Harry throws another one at Peter at the end of their second fight, and Peter throws it back at Harry, disfiguring his face. [[spoiler:Peter uses a third one to destroy the symbiote.]]
* ChekhovsGun: [[spoiler:Peter discovers that amplified sound (i.e. standing next to a ringing church bell) disrupted and weakened 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.
* ChildrenAreInnocent: Sandman's daughter.
* CollapsibleHelmet: New Goblin has a facemask that seems to disappear completely in his costume when opened. Not that he wears it that often.
* 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 Spider-Man (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.
** Not to mention, Eddie Brock just happens to be praying for Peter Parker's death at the exact same time that [[spoiler:Spider-Man is struggling against the symbiote on top of the same church, which ends up with receiving the symbiote and becoming Venom]].
* CrazyPrepared: Eddie Brock had two cameras with him at the scene of the bank robbery. Black Spider-Man smashed his main camera against a wall, so Eddie uses his other camera instead to take snaps.
* CringeComedy: A lot of Peter's "emo" phase comes off like this (from intentionally mussing his hair to dancing like a fool in public).
* CrowdSong
* DarkIsEvil: The symbiote, the black Spider-Man suit, and Venom.
* DeathGlare: On her way to dinner with Peter, Mary Jane sees a headline that reads "Spidey Scores" and displays his upside-down kiss with Gwen. As she storms off, she has one of these on her face.
* DeliberatelyMonochrome: Peter's flashbacks and dream of the night that Uncle Ben was killed are shown in black and white, both as he imagines it, and [[OnceMoreWithClarity how it actually happened]].
* 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.
* DidntThinkThisThrough: Implied. Eddie faked the picture of Spider-Man robbing the bank to get the photographer staff job at the Daily Bugle, and seemingly didn't plan for what could happen if the picture was revealed to be a fake and he was found out. When Peter found out and exposed the truth, Eddie quietly told Peter that no paper in the city would hire him if they knew what he did. Peter simply tells him he should have thought of that earlier.
* 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.
* DoesThisRemindYouOfAnything: Peter [[spoiler:and later Eddie]] being affected by the symbiote seems reminiscent of drug addiction and the mood swings that accompany it. [[spoiler:Getting rid of the symbiote could be like trying to get off of drugs.]]
* {{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: The black suit serves as one for Peter, making him more arrogant, aggressive, and hedonistic.
* EvilCounterpart: Eddie serves as one to Peter.
* EvilTastesGood: Harry gets a scene at the diner relating to this.
* ExactWords:
** At the scene of the bank heist, Eddie tells black Spider-Man to "give [him] some of that web action". Spider-Man obliges... by hitting his camera with a web and smashing it.
** Eddie's line to Peter, "You gotta see it as it is." Peter remarks that it's funny he should say that, because he knows Eddie's picture was faked.
* FiveSecondForeshadowing: Eddie's line to Peter, "You gotta see it as it is." A few lines later, his picture of the bank heist is revealed to be a fake.
* {{Foreshadowing}}:
** The symbiote attaches itself to the rear licence plate of Peter's moped after it lands in Central Park. The shape of the symbiote at this point is a V shape. This foreshadows Venom [[spoiler:as the symbiote later bonds to Eddie Brock and he becomes Venom, who Peter has to defeat in the climax.]]
** Emma's line to Flint in their sole scene together, "You maybe even killed a man?", and Flint's response, "It wasn't like that. It wasn't.", [[spoiler:set up how Flint is revealed later to be the real killer of Uncle Ben, but it was a tragic accident and Flint never meant to kill him.]]
** 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 nowhere]] ''[[TookALevelInJerkass near]]'' [[TookALevelInJerkass 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.]]
** When the symbiote first bonds to Peter, its shadow takes the form of a bestial head with a fanged mouth and then a clawed hand.
** Eddie Brock coming across black-suited Spider-Man at the bank heist. Spider-Man smashes his camera, forcing Eddie to use his other camera. One of the pictures Eddie takes is used to make his fake picture during said bank heist to try and expose black Spider-Man as a criminal.
* 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, Spider-Man 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).
* GetOut:
** Jameson gives this to Eddie when his picture is revealed as a fake. It's delivered in a TranquilFury voice: "Pack your things. Get out of my building." You really get a sense of how angry he is when he raises his voice a second later: "You're fired!"
** Harry says this to Peter, when he begged for his help to save Mary Jane.
* 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!"
* 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?''
* GoodScarsEvilScars
* HeelFaceRevolvingDoor: Harry.
* HoverBoard: Adaptation of the Goblin Glider.
* HopelessSuitor: Played with Brock towards Betty Brant with eventually it being played straight,something which he blames on Peter as well.
* 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."
* IJustShotMarvinInTheFace: [[spoiler:Flint Marko accidentally killed Uncle Ben this way.]]
* ItsAllAboutMe: Peter, Mary Jane, Harry, and Eddie Brock all suffer from this. The first three overcome it. Brock... doesn't.
* JerkassHasAPoint: Peter may have been under the symbiote's control, but he definitely is right to report Brock for fabricating photos.
* 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.
* LargeHam: Bruce Campbell totally owns it as the maitre'd of a French restaurant. Not surprising, because after all, ''it's Bruce motherfucking Campbell.''
* LampshadeHanging: After the first battle with The Sandman, Peter blatantly asks out loud, "Where do all these guys come from?"
* LaserGuidedKarma: When Peter finds out that Eddie faked the bank heist picture to get the staff job, he exposes Eddie as a fraud and Eddie gets fired.
* LeftStuckAfterAttack:
** Harry Osborn briefly is stuck in the brick wall. Peter tries to negotiate, but Harry just yells "SHUT UP!!!" and topples part of rhe wall on him.
** Later in the film, Spiderman gets his arm caught in Sandman's chest.
* LittlestCancerPatient: Flint Marko's daughter.
* MeaningfulBackgroundEvent
* MyGodWhatHaveIDone: Peter has one after hitting Mary Jane and knocking her to the floor in his symbiote-induced rage. It causes him to realize the symbiote is changing him for the worse.
** [[spoiler:Flint Marko has one in flashback when he accidentally shoots Uncle Ben, and it was so bad for him, it's haunted him ever since.]]
* MythologyGag:
** The lizard skeleton in Curt Connors' lab when he calls Peter about the symbiote.
** The scene where Spider-Man awakens from a nightmare to find himself hanging upside-down in front of a reflective window while wearing the Black Suit is taken from ''WesternAnimation/SpiderManTheAnimatedSeries''. There was also to be a scene where Peter sees a reflection of himself as Venom while looking in a reflective mirror, similar to a scene in the 1990's animated series, but it was cut out.
** The lettering that Eddie issues his challenge to Spider-Man in heavily resembles the font used for the title of the 1990's animated series.
* 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.
* OhCrap:
** Peter at the end of his first fight with Harry after he knocks Harry out.
** Spidey gets one after he puts his fist through Flint's stomach. He can't pull it out again, prompting an "Uh-oh" from him. Flint promptly knocks him flying.
** Flint himself gets one during the subway fight after seeing his arm having turned to damp sand.
** Eddie gets one when Peter finds out that his picture of Spider-Man during the bank heist is a fake.
** [[spoiler:Peter during the climax when he realizes Venom is Eddie.]]
* OnceMoreWithClairty: The flashbacks to the night that Uncle Ben was killed. [[spoiler:As Peter imagines it, Flint Marko ordered Uncle Ben out of the car and forced him to the ground. Dennis Carradine ran out of the bank, got into the car and yelled at Flint to get in, but Flint ordered him and shot Uncle Ben in cold blood, leaving Carradine to drive away alone. At the end of the film, Flint reveals the truth: he did get Uncle Ben out of the car, but Uncle Ben tried to talk him down. Carradine ran over and shook Flint's arm, causing him to shoot Uncle Ben by accident.]]
* PeekABangs: After giving in to the symbiote, Peter combs his bangs over his eyes.
* 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.
* PoliceAreUseless: [[spoiler:Peter implies this when he learns that Flint Marko is Uncle Ben's real killer, and is understandably furious when he learns that information about his death (namely, the real killer's identity and the fact that ''there were witnesses'') has been kept from him and Aunt May for two years.]]
* 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.]]
* RecycledSoundtrack: In addition to Christopher Young's score using Music/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.)
* {{Retcon}}: [[spoiler:Whoops, turns out the guy that died 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.]]]]
* 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: Peter has one [[spoiler:after freeing himself from the symbiote in the bell tower.]]
* SmugSnake: Eddie Brock is, at least initially, a slimy, unctuous creep who sucks up to Jameson to advance his own career prospects, is quite condescending towards Peter, flirts with Betty Brant while still with Gwen, is a bit too creepy-stalkerish with Gwen Stacy, the 'girl he intends to marry' (although Gwen is quick to point out that they've only ever been out for a coffee once) and ends up manufacturing a photo of Spider-Man robbing a bank to frame the superhero and secure a staff job at the ''Bugle''. Then Peter exposes his fake, he loses his job, and Gwen breaks up with him [[spoiler:and then he meets the Venom symbiote]]...
* SparedByTheAdaptation: [[spoiler:Gwen Stacy.]]
%%* SpiderLimbs
* SpinningPaper: At the start of the montage sequence, the Daily Bugle spins into shot, with the headline "Sorry Spidey, Faker Fired". It then spins out of shot and cuts to Peter with Ursula.
* SteppingStonesInTheSky: Spider-Man uses falling debris as platforms when saving Gwen.
* TakeItToTheBridge: Mary Jane [[BreakHisHeartToSaveHim telling Peter she's in love with someone else]] takes place on a bridge in Central Park.
* 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, it's 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.
* TooDumbToLive: [[spoiler:Eddie Brock tries to rebond with the symbiote after Peter separates him from it, even though he'd just seen Peter throw one of Harry's pumpkin bombs at it. Predictably, he gets blown up.]]
* TookALevelInJerkass: Peter under the influence of the symbote. [[spoiler:He gets over it.]]
* TranquilFury: Jameson when he fires Eddie for faking the picture that got him the staff job. He only raises his voice to tell Eddie he's fired.
%%* TransformationTrauma
* UnflinchingWalk: Peter under the symbiote's influence just turns around and walk away after tossing back one of his grenade to Harry, which explodes in his face.
* 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 jazz-bar 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. Exactly what sort of 200-pound bird the scientists were thinking of is anyone's guess.
* WomenAreWiser: Inverted. Sandman's wife fills the typically male role of being stern and dimwitted.
* WoobieDestroyerOfWorlds: The Sandman, who simply wants to provide for his family.
----