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Mary Jane: Who are you?
Peter: ...I don't know.
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Spider-Man 3 is the final film in the original Spider-Man Trilogy, released on May 4, 2007. It is the third Spider-Man film overall, and the last one in this particular continuity.

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 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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A sequel was in development, but Creative Differences between Sony and Sam Raimi led to its cancellation. The franchise was rebooted as The Amazing Spider-Man Series, with Marc Webb in the director's chair and Andrew Garfield as Spider-Man.

Tobey Maguire and Thomas Haden Church return as Spider-Man and the Sandman in Spider-Man: No Way Home.


Spider-Man 3 provides examples of:

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    A-H 
  • Aborted Arc: Even though this was a major problem that caused strain on Peter's life and his relationship with Mary Jane in the previous film, it is never explained or shown how Peter managed to balance his life as a civilian and his life as Spider-Man, as his daily schedule in this film is exactly like his daily schedule in the previous film.
  • Accidental Misnaming: 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.
  • Accidental Murder: This happens to be the case with Ben Parker, who fell victim to clumsy gun handling by Flint Marko.
  • Action Survivor: Mary Jane in the final battle, who drops a cinder block on Venom's head.
  • Actor Allusion: When Spider-Man breaks the camera of Eddie Brock (played by Topher Grace) for no reason (at least from Eddie's point of view), the latter calls him out with a "What the hell!?" This was a pretty regular reaction by Eric Foreman (also played by Grace) whenever one of his friends also pulled a seemingly unprovoked dick move.
  • Adaptational Curves: Inverted. Eddie Brock (Topher Grace) is nowhere near as buff as the comics version, who was already a dedicated bodybuilder before he joined with the Venom symbiote. This was to make Eddie more clearly an Evil Counterpart to Peter Parker himself.
  • Adaptation Expansion: 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.
  • Adaptation-Induced Plot Hole: Somehow, Brock/Venom knows everything about Sandman despite having no scenes with him prior to their meeting. Granted, in the comics, the symbiote transfers the thoughts of its host to its next one, but the movie doesn't even bother explaining this at all so those who didn't read the comics would know. The novelization confirms the thought transfer power, while the tie-in comic The Black explains he found Flint Marko's police file in the Stacy's house while stalking Gwen.
    • Venom manages to consistently get the drop/surprise on Peter in the final battle, without triggering his spider sense a single time. This is never explained in the movie, but this is because in the comics, the Venom symbiote doesn't trigger Peter's spider sense since it recognizes it as a friend, not a foe/danger. The novelization states Venom is somehow invisible to the spider-sense.
  • Adaptational Villainy:
    • In the comics, Eddie Brock is a principled Intrepid Reporter and what causes his fall from grace isn't faking news, but instead reporting something from a faulty source. And while movie Brock goes to a church to pray for Peter Parker's death, comic Brock does so to pray for forgiveness due to being Driven to Suicide.
    • As a result this also applies to Venom - in the comics, he started off as an obsessive nemesis toward Spider-Man, willing to do everything in his power to humiliate him over ruining his life, but then slowly got over it and developed into a Noble Demon '90s Anti-Hero, something that even the next film that would feature him would follow with. In this film, Venom outright states that he loves being evil, terrorizing citizens and killing Harry just to fuck with Peter.
  • Adaptation Origin Connection: Sandman is retconned into the man who killed Peter's uncle Ben.
  • Added Alliterative Appeal: 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.
  • Advertised Extra: Venom, though a possible subversion as well. Venom was only in the movie for about ten minutes, but he surprisingly did a lot in ten minutes: 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.
  • Aerial Canyon Chase: 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 Sky Surfing glider sideways (unlike his father's, his is no bigger than a snowboard), but he has a hard time avoiding obstacles and scraping the walls.
  • All There in the Manual: According to the novelization:
    • Peter tried for months after Doc Ock’s defeat to talk to Harry about Norman's death, including at his home and OsCorp, but Harry kept pushing him away. Peter decided to give his friend space until he was ready. After the premiere of MJ's show, Harry wavers when Peter tries to appeal to him, but hardens after seeing another hallucination of Norman in his car window.
    • The symbiote is drawn to the power and energy from Peter's molecular structure after landing on Earth.
    • Flint escaped prison after 18 months by sneaking off during an enforced outing to clean up the local highways when a fight broke out among the convicts.
    • Harry’s flying board is called the Sky Stick.
    • The latter half of Peter and Harry’s brawl takes place in Chinatown.
    • Peter claims Harry was hurt in a hit-and-run in a hospital.
    • Quest Research, related to Quest Aerospace, is conducting the particle accelerator demolecularization test (ostensibly for molecular research, but the scientists suspect they’ll try to weaponize it). Worried about industrial espionage since Green Goblin's attack on their testing grounds, Quest’s upper management chose more remote places for research facilities and conducted experiments at night. The sand at the base of the accelerator gun is to measure molecular bonding.
      • Though their dialogues are swapped from the book, one of the scientists is named Dr. T Alan Chafin, the senior scientist is named Sean O’Sheanote , Chafin's assistant is named Ashley Michelnote , and Donnie Blaswell is another techniciannote .
    • Flint stole a car and drove into a remote area of the New Jersey marshlands. While filling the tank, he was spotted when a police car pulled in for gas, kickstarting the chase for him. Flint's presence at the accelerator site was covered up to protect Quest's experiments.
    • The photo shoot Gwen participates in is for an office supply catalog and takes place at the law firm Miller and Ingersoll, Esq. She only answered the comedy model ad to make some extra money. The brunette Latina model is named J.J. Sachs, the redhead is named Wendy Goldstein, and the photographer is named Ernie Schultz. Gwen gives Wendy relationship advice during the shoot.
    • Peter comes to the key ceremony partly to prove something to Jameson.
    • Mary Jane's replacement is named Helen.
    • Gwen met Eddie at a Starbucks near college. After their second encounter there (which Gwen suspects was deliberate on his part), Eddie walked her home and she impulsively gave him a kiss of thanks.
    • Flint gives himself the moniker Sandman during his first robbery after his Freak Lab Accident.
    • Peter briefly fears that George Stacy will find out he’s Spider-Man after seeing him at Constellation.
    • Before the subway fight, Spider-Man takes off his mask and reveals his identity to Flint while demanding to know why he killed Ben. Brock tries to take pictures of Spider-Man and Sandman’s fight down the grate. Peter has more trouble taking off the suit when he arrives home.
    • Harry regains his memories after his phone call with MJ. He initially resists his hallucination of Norman urging him to continue doing his father's bidding until after MJ leaves.
    • Gwen and George are initially humiliated for rewarding Spider-Man with the key to the city when he is framed as a criminal.
    • Connors exposed a lab mouse to a tiny portion of the symbiote, causing it to brutally kill another mouse.
    • MJ was too scared to tell Peter that Harry threatened her into breaking up with him because she was warned Harry was keeping an eye on her, along with her scrambled emotional state. After Peter knocks her down at the Jazz Room, she spots his black suit and realizes it's controlling him. When Peter leaves, MJ prays for him to find help and come back to her.
    • The Jazz Room’s manager is named Paul.
    • Peter built a containment for the symbiote once he recovered from removing it, but couldn’t find the organism in the church by the time he returned.
    • The sandcastle Flint creates for Penny is in reference to a castle snow globe he gave her as a 5th birthday present.
    • Gwen is among those present at Spider-Man's battle with Venom and Sandman along with her father, having come after seeing MJ on the news, and blames herself for these events after discovering Eddie is Venom.
    • In order for Peter to be allowed at the Jazz Room again, MJ had to claim that his behavior was due to clashing prescription drugs.
  • Almost Kiss: 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.
  • Amnesiac Dissonance: Harry.
  • Anti-Villain: Sandman, who became a criminal in order to steal money to get his sick daughter medical treatment.
  • Arc Welding: It's revealed a quarter into the film that Sandman was actually the one who (accidentally) killed Uncle Ben, not Dennis Carradine.
  • Arson, Murder, and Jaywalking: 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?"
  • Artistic License – Gun Safety: Invoked. Flint Marko shot Uncle Ben by accident when he was startled by Carradine, because he had his finger on his gun’s trigger while pointing it at Ben’s chest. He feels horrible about it and it’s implied that he’s the one that called the ambulance.
  • Back for the Finale: Flash Thompson has a cameo right at the end of the movie as one of the guests attending Harry's funeral. Likewise, Dennis Carradine in Flint Marko's flashbacks.
  • Background Music: Lampshaded when Peter starts dancing to it in the middle of the street. He gets lots of odd looks from passerbys.
  • Bash Brothers: Peter and Harry in the climax.
  • Became Their Own Antithesis: 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.
  • Berserk Button: We see Jameson at his most furious when Peter reveals Eddie photoshopped an image of Spidey to incriminate him in a bank robbery. Jameson's always an angry Jerkass most of the time, but when you do something that amounts to deception to him and his paper, he gets pissed.
    Jameson: *slams files on desk whilst looking angrily at Eddie* Pack your things. Get out of my building.
    Eddie: I was just tryin—
    Jameson: You're fired!
  • Betty and Veronica: 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.
  • Big Bad Ensemble: Between Harry Osborn/New Goblin, Flint Marko/Sandman and Venom. By the time the climax is set up, this becomes a Big Bad Duumvirate between Sandman and Venom, and when all is said and done, the ultimate Big Bad is Venom, with Sandman just being muscle that had been persuaded to join him.
  • Big Damn Heroes: 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.
  • Big "NO!": Eddie in the climax when Peter throws a pumpkin bomb at the symbiote. Eddie tries to re-bond with the symbiote, and gets blown up.
  • Big "SHUT UP!": Harry screams this to Peter when the latter tries to explain that Norman accidentally killed himself. Of course, Harry doesn't believe him.
  • Bittersweet Ending: Leans more towards the positive side: 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 (the last bit is ultimately confirmed in Spider-Man: No Way Home).
    • The last scene is perfectly symbolic for the imperfect life a superhero leads. Peter walks into the club Mary Jane is singing at, and Mary Jane then stops singing, ironically at the line "care for no one", the moment she spots Peter, the person she cares about the most. When she stops singing to step down and dance with him, that is her choosing to sacrifice her dream to sing on Broadway in order to be with Peter through his life as a superhero. Mary Jane doesn’t have her career on Broadway but she has Peter. Peter doesn’t get to have a normal life, but he has Mary Jane. The sacrifices they have to make are unfair, but nothing is as miserable as not having the love of their life with them. Peter has lost a lot throughout these films, but this ending where he reconciles with Mary Jane just shows that they're willing to stick it out together forever, just them against the world. The ending still tells us there is not a single force that can tear these two apart, as their story finally ends.
  • Bond One-Liner: After a massive flood of water disintegrates Marko and washes him away, Spider-Man quips, "Good riddance."
  • Bookends: The film starts and ends with a voiceover by Peter. The first is him saying that now things are going really well in his life. The second is that choices make people who they are, and they can always choose to do the right thing.
    • The first movie ends with Norman dying by being impaled by his glider, and Peter and MJ attend his funeral (with Harry). This movie ends with Harry dying by being impaled by his glider, and Peter and MJ attend his funeral.
  • Break His Heart to Save Him: 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.
  • Broken Pedestal: Invoked. Thanks to Eddie's fake picture, Spider-Man is seen this way by the people of New York, with one woman even asking, "This is the guy they gave the key to the city to?" Fortunately, Spider-Man is quickly vindicated when the picture is exposed as a fake and Eddie is fired.
  • Bullying a Dragon: Harry does everything he can to goad Peter into a fight. It doesn't seem to occur to him that antagonizing someone with years more super-powered combat experience than he has might be a bad idea, the resulting brawl doesn't end well for him.
  • Cannot Spit It Out: A great deal of the movie's conflict could have been avoided if Peter had at least tried 1-2 films earlier to explain to 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.
  • Card-Carrying Villain: Eddie Brock/Venom.
    Eddie: I like being bad. It makes me happy.
  • Casting Gag: In this film, Mary Jane, a redhead, is played by natural blonde Kirsten Dunst, whereas Gwen Stacy, a blonde, is played by natural redhead Bryce Dallas Howard (daughter of Ron Howard).
  • Censor Shadow: As Peter rips off the symbiote in the bell tower, it's shown he's not wearing anything underneath. After he successfully removes it and it crawls down onto Eddie, we see Peter crouching on the floor bare from the waist up, with the rest covered by shadows.
  • Central Theme: Choosing between revenge or forgiveness, as the former is the one driving the conflicts between Peter and the three villains.
    • Harry Osborn chases Peter in the city attempting to kill him to avenge the death of his father. They reconcile when Harry learned the truth that his dad didn't exactly die because of his friend.
    • It turns out Flint Marko was Uncle Ben's killer. Peter is furious when he learned this, but the former is Easily Forgiven in the end after learning of the circumstances.
    • After being humiliated and losing his job at the Bugle, Eddie Brock wants Peter dead. It's also when he became Venom, and the hostility towards Peter is the reason why he convinced Flint to team up with him.
  • Changed My Mind, Kid: Harry in the climax.
  • Chekhov's Boomerang: 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. Peter uses a third one to destroy the symbiote.
  • Chekhov's Gun: 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.
  • Comic-Book Movies Don't Use Codenames:
    • 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.
  • Children Are Innocent: Sandman's sweet daughter Penny. She loves her father despite knowing all about his criminal activities.
  • Collapsible Helmet: New Goblin has a facemask that seems to disappear completely in his costume when opened. Not that he wears it that often.
  • Continuity Nod: When Harry attacks Peter with Razor Bats in their first battle, Peter cringes, remembering his first encounter with them.
    • Peter's final battle with the Green Goblin also got a Call-Back in his second and final fight against Harry: At the start of his battle with the Goblin, Peter took a Pumpkin Bomb point-blank to the face. In 3, after completely mopping the floor with Harry, Harry attempts to nail Peter from behind with a Pumpkin Bomb in a last ditch effort to kill him. Peter causally dodges it, and sends it flying back right into Harry's face as it explodes.
    • Overlapping with Freeze-Frame Bonus, but when Eddie gets incinerated by the pumpkin bomb while in the symbiote, for a fraction of a second he can be seen being Stripped to the Bone — much like the Oscorp directors from the first movie.
  • Conflicting Loyalty: Harry's story arc in the movie as he wavers between trusting Peter or fulfilling (what he believes are) his father's wishes. Complicating the decision further is his knowledge of Peter and Norman's actions as Spider-Man and Green Goblin.
  • Contrived Coincidence: 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 that his Dad was the Green Goblin, 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 Spider-Man is struggling against the symbiote on top of the same church, which ends with Eddie receiving the symbiote and becoming Venom.
  • Crazy-Prepared: 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.
  • Create Your Own Villain: Black Spider-Man, under the symbiote's influence and without much provocation, smashed Eddie's camera when he asked for portrait and 'web action', then left him. Because of this, Eddie resorted to using digital camera and created fake photo as a workaround, then Peter exposed him, leading Eddie to become Venom.
  • Creator Cameo:
    • Stan Lee, as usual, when Peter learns of Spider-Man being awarded for saving Gwen Stacy. Especially notable as he leaves Peter with some parting words.
    Old Man: You know, I guess one person can make a difference. 'Nuff said.
    • In the novelization, the officer who informs Captain Stacy about the crane is Tom Defalco.
  • Cringe Comedy: A lot of Peter's "emo" phase comes off like this (from intentionally mussing his hair to dancing like a fool in public).
  • Crucial Cross: The second act ends when the Web-Slinger realize that he's fallen into pride and cruelty, only for the shot to move up to put a giant Cross into focus. The camera then pans down to Spider-Man, who's ready to suffer for his evil and do away with it.
  • Curb Stomp Cushion:
    • During the fight with a symbiote-fueled Peter, Harry gets a few good hits, but in the end is unceremoniously beaten bloody and almost killed by his own bomb with Peter having barely a scratch.
    • Before that, Sandman does pretty well against symbiote-fueled Spider Man and is able to use his strength to throw him around, until Peter gets pissed off and pummels him.
  • Cut Lex Luthor a Check: Played Straight with The Sandman's motivation of robbing banks to pay for his daughter's hospital bills. Considering his embodiment of sand, he could create an islandnote  or just supply sand for construction, which would earn him far more money legally than robbing banks could. If building is boring and he wants to hurt people instead, he could threaten war onto America in exchange for money and family health care. Or he could even join the military (benefits include your family getting free health care)! Heck, this was still the height of The War on Terror, Sandman would be unstoppable in the deserts of Iraq and Afghanistan. Then again, Sandman was never one of Spidey's more intelligent foes.
  • Darker and Edgier: Downplayed, but compared to 2, the movie is darker and a bit more violent and bloody. The movie explores the heroes having a dark side, with Peter embracing his, becoming a violent, vengeful Blood Knight who tries to kill Sandman and even after (briefly) discarding the symbiote suit, rather proudly tells Aunt May that Spider-Man has killed the killer of Uncle Ben. His next fight against Harry is also very violent with Peter intentionally beating him up and cruelly mocking him before disfiguring him, something Peter wouldn't have done in the previous movies. And with two villains ganging up and beating the ever loving shit out of him in the climax with the entire city watching, the stakes get pretty high. The movie ends with a character we have known for three whole movies dying, as opposed to one that is introduced in this very movie. The ending doesn't even have Spider-Man triumphantly swinging through New York City, but Peter and MJ slowly dancing with each other wordlessly forgiving each other and (possibly) giving their relationship another chance. That being said, it is nowhere as dark as the trailers made you believe it would be.
    • Also, unlike the first two movies and much like the next one, most of the fight scenes are set in the night time, giving a slightly eery feel to them, especially the ones where Peter is wearing the black suit.
  • Dark Is Evil: The symbiote, the black Spider-Man suit, and Venom.
  • Death Glare: 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.
  • Deliberately Monochrome: 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 how it actually happened.
  • Deus ex Machina: The butler suddenly revealing the true nature of Norman's death to Harry. Word Of God 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 his realization in the form of said butler.
  • Deuteragonist: Harry Osborn/New Goblin is this of the movie.
  • Determinator: Flint is able to pull himself together (literally) through sheer force of will by thinking about his daughter.
  • Diabolus ex Nihilo: 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?
  • Didn't Think This Through: 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. It also didn't occur to Eddie that as Peter is the only other person in New York who photographs Spider-Man, the photo he faked was originally Peter's, so of course Peter would recognize the photo as being one of his own. When Peter found out and exposed the truth, Eddie quietly tells Peter that no paper in the city would hire him again if they knew what he did. Peter simply tells him he should have thought of that earlier.
  • Disproportionate Retribution:
    • Peter under the influence of the symbiote lashes out at anyone he feels has wronged him in some way or the other. While his actions against Harry and Eddie could be justified, he takes it too far with Mary Jane by showing up at her workplace on a date with Gwen as revenge for her breaking up with him (also taking Harry's word for what happened without getting MJ's side of the story). After this fails and Peter knocks MJ down when she tries to break up a fight he starts, he finally realizes what he's become.
    • 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 the Venom suit… Guess God doesn't like Spider-Man either. Which explains a lot, to be honest.
  • Does This Remind You of Anything?: Peter and later Eddie being affected by the symbiote seems reminiscent of drug addiction and the mood swings that accompany it. Getting rid of the symbiote could be like trying to get off of drugs.
  • Dull Surprise: The English TV news reporter has a pretty bad case of this when she's reporting on the film's final battle.
  • 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.
  • Easy Amnesia: Harry conveniently forgets about Spider-Man's involvement with his father's death and his identity as Peter Parker after smashing his head while chasing Spider-Man, but it's not long before his memory returns. The fast recovery at least may have been caused by the Goblin serum.
  • Everyone Has Standards: Jameson may hate Spider-Man with a passion and repeatedly throw wild accusations of wrongdoing at him but even he draws the line at faking evidence of criminal activity.
  • Evil Costume Switch: The black suit serves as one for Peter, making him more arrogant, aggressive, and hedonistic.
  • Evil Counterpart: Eddie serves as one to Peter.
  • Evil Feels Good: Both Peter and Eddie get Drunk with Power under the symbiote's influence and enjoy being bad. The difference is that Peter realizes what he's become and actively fights it before breaking free while Eddie fully embraces his new dark side.
  • Evil Tastes Good: Harry gets a scene at the diner relating to this.
  • Exact Words:
    • 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 against a wall.
    • 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.
  • Expository Hairstyle Change: When Peter is being affected by the symbiote, he pulls his bangs down over part of his forehead.
  • Fallen-on-Hard-Times Job: MJ begins working as a singing waitress at the Jazz Room after being fired from her Broadway role.
  • Five-Second Foreshadowing:
    • 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.
    • As Peter is tearing off the black suit, some of the symbiote falls onto Eddie's shoulder. Eddie tears off his jumper and throws it away, but more of the symbiote bonds to him moments later.
  • Foreshadowing:
    • The symbiote attaches itself to the rear license 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 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.", 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, he's nowhere near as nice about it.
    • Early in the film, an amnesiac Harry says he would give his life for his friends Peter and Mary Jane. 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.
    • At the beginning, MJ tells Peter that she dreams of singing in the stage with him in the front row. The final shot of the trilogy is MJ singing in the lounge while Peter approaches her and then they hug.
  • Failed Dramatic Exit: Peter's crummy apartment has a broken door that won't open properly; at one point it foils Mary Jane's attempt at a dramatic exit.
  • Firing Day: Peter exposes Brock's picture as a fake, resulting in Jameson firing him.
  • Four Lines, All Waiting: 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 Batman Begins or The Dark Knight, had even more villains, but were still successes).
  • Flag Drop: Immediately before Spidey springs into action to save New York from Venom and Sandman, he takes a moment to stand impressively in front of a ridiculously large American flag lit by an unknown source of light in the middle of the night.
  • Freeze-Frame Bonus:
    • Any time Venom shoots a web onscreen, it’s a wide shot making it difficult to tell, but he shoots his webbing from the back of his hand with a clenched fist, just like in the comics.
    • Eddie's fate at the end of the film; because of a pumpkin bomb going off, for a split-second Eddie can be seen Stripped to the Bone. Here you go.
  • Funny Background Event: During the scene where Peter casually sits on Jonah's couch and puts his legs on Jonah's desk, Betty is watching him while talking on the phone and laughing at his audacity.
  • G-Rated Drug: According to Topher Grace, his portrayal of Venom emphasizes the symbiote as an addictive drug. In the novelization, Eddie outright describes absorbing the symbiote's power as being like mainlining a narcotic.
  • Get Out!:
    • Jameson gives this to Eddie when his picture is revealed as a fake. It's delivered in a Tranquil Fury 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. Accentuated by him stepping into the light to reveal his disfigured face (which Peter had caused) before saying it.
  • Good Scars, Evil Scars
  • Grand Finale: Of the Sam Raimi trilogy that started back in 2002, as the next film is a Continuity Reboot.
  • Hammerspace: New Goblin produces several pumpkin bombs from his glider. Said glider clearly has no room for such amount of bombs. Also, his mask disappears behind his head when retracted.
  • Happy Dance: Played with. Peter infamously did this during the height of the symbiote's influence, but he's instead presented as an overconfident douche.
  • Heel–Face Revolving Door: Harry. He starts off trying to kill Peter due to blaming the latter over his father's death, and then lose his memory and goes back to being Peter's friend, before regaining his memories and swearing vengeance, but later teams up with Peter in the finale...
  • Hoist by His Own Petard: Almost- Harry tries to kill Peter with a grenade only for Peter to throw it back at him. It goes off in his face, leaving him disfigured.
  • Horrible Housing: Just like in the previous film, Peter Parker's apartment. The maintenance leaves something to be desired.
  • Hover Board: The Skystick, an adaptation of the first movie's Goblin Glider.
  • Hopeless Suitor: Played with Brock towards Gwen, with it eventually being played straight, something which he blames on Peter as well. Gwen herself is one to Peter.

    I-Z 
  • I'm a Doctor, Not a Placeholder: Dr. Connors: "I'm a physicist, not a biologist."
  • Informed Flaw: Mary Jane's singing. Kirsten Dunst is a good singer and delivers a lovely performance in the third movie whenever she sings 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 that "her voice hardly carries past the first row."
    • The novelization seems to support the critics, as Peter wonders if the theater's sound system is making MJ’s voice sound reedy and thin, and isn't convinced by his acoustics explanation for the lukewarm applause she garners. However, it's implied MJ is improving through her singing at the jazz bar, where she starts to get better reviews by the end.
  • Intimate Open Shirt: The Editor's Cut adds in an extra scene where Peter is seen with an unbuttoned shirt after storing the black suit away again.
  • I Just Shot Marvin in the Face: Flint Marko accidentally killed Uncle Ben this way.
  • It's All About Me: Peter, Mary Jane, Harry, and Eddie Brock all suffer from this. The first three overcome it. Brock... doesn't.
  • Jerkass Has a Point: Peter may have been under the symbiote's control, but he definitely had an ethical obligation to report Brock for fabricating photos, and he has a right to be furious at Brock for copying his photos in order to secure a job they had both been competing for.
  • Jerk with a Heart of Gold:
    • 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.
    • J. Jonah Jameson is callous and abrasive towards everyone, but he cares deeply about journalistic integrity and honesty, furious when he learns that Brock duped him and they have to print their first retraction in twenty years.
  • Jumping Off the Slippery Slope: It didn't take much for Harry Osborn to turn evil when he learns that his father was Green Goblin.
  • Juxtaposed Reflection Poster: The poster shows a black-suited Spider-Man corrupted by the Symbiote against a skyscraper window reflection showing his good red-and-blue outfit.
  • Kick the Son of a Bitch: While Peter gets Eddie fired from the Bugle under the symbiote's influence, the fact that Eddie committed fraud by altering Peter's own photo to do so means the audience's sympathy in the scene still goes to Peter.
  • Lack of Empathy: Venom clearly does not care in the slightest about Harry's Heroic Sacrifice, and just tosses him out of the battlefield letting out a spiteful laugh.
  • Lampshade Hanging: After the first battle with The Sandman, Peter blatantly asks out loud, "Where do all these guys come from?"
  • Lap Pillow: Mary Jane puts Harry's head on her lap after he's been brutally injured.
  • Large Ham: Bruce Campbell totally owns it as the Maitre'd of a French restaurant. Not surprising, because after all, Campbell has a knack for hamming it up.
  • Laser-Guided Karma: 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.
  • Last Note Nightmare: Towards the end of Mary Jane singing "They Say It's Wonderful", the song suddenly starts to take on a more sinister tone as the camera pans away from Peter and up towards a balcony where Harry can be seen watching the performance.
  • Laugh of Love:
    • Ursula giggles briefly when she's feeding Peter cookies while he's talking to Dr. Connors over the phone.
    • Later, Betty Brant laughs nervously when Peter, who's under the symbiote's influence, starts hitting on her at the Daily Bugle.
  • Left Stuck After Attack:
    • Harry Osborn briefly is stuck in the brick wall. Peter tries to negotiate, but Harry just yells "SHUT UP!!!" and topples part of the wall on him.
    • Later in the film, Spider-Man gets his arm caught in Sandman's chest.
  • Littlest Cancer Patient: Flint Marko's daughter and her unnamed and possibly terminal illness.
  • Losing a Shoe in the Struggle: Mary Jane loses her shoes during the final battle.
  • Loss of Inhibitions: The symbiote in this film enhances id-based emotions such as anger and libido. When bonded with Peter, it makes him more aggressive, hedonistic, and arrogant. When bonded to Eddie, the latter embraces his inner evil.
  • Manly Tears:
    • Harry during Bernard's reveal that Norman Osborn did indeed kill himself.
    • Peter as Harry is dying from being stabbed by Venom while protecting the former.
  • Maybe Magic, Maybe Mundane: Harry's hallucination of Norman. He repeats lines from the first film that Harry has no way of having heard, implying that it is indeed Norman's ghost (or even the Goblin personality wearing Norman's face) pushing his son to destroy Peter.
  • Misplaced Retribution: Harry still thinks that Spider-Man killed his father, became the New Goblin and tried to kill his best friend Peter Parker after finding out about his identity as Spider-Man. All of this was futile since his father was killed by his own glider and Peter had nothing to do with it.
  • Mood Whiplash: A particularly strong case occurs immediately after Peter's infamous dance in the jazz club, when he inadvertently hits Mary Jane and then sits on the roof of a church in horror at what he's done, while in his black Spider-Man outfit.
  • My God, What Have I Done?:
    • 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.
      • He has another one when he asks Harry to help save MJ from Venom and sees the horrible scarring Harry was left with after Peter threw a pumpkin bomb in his face.
    • Flint Marko has one in flashback when he accidentally shoots Uncle Ben, and it's haunted him ever since, especially when he realized the kind old man tried to talk him down.
  • Mythology Gag:
    • A gold version of the Green Goblin mask from the first movie is seen in Harry's armory. The color scheme is a reference to the Hobgoblin from the comics.
    • Many aspects of Venom were taken from Spider-Man: The Animated Series:
      • 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. 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 symbiote also arrives on Earth the same way it does in that series.
      • The lettering that Eddie issues his challenge to Spider-Man in the news heavily resembles the font used for the title of the animated series.
      • Venom taunts Spider-Man by using MJ's Affectionate Nickname for him ("tiger"), much like he did in the series.
    • One early Green Goblin story from the 60s had Norman go through amnesia after an injury in a fight with Spider-Man, only to later regain his memories during a nervous breakdown. Harry goes through a similar arc here.
    • Unlike the comics, Spider-Man successfully saves Gwen Stacy from falling to her death.
    • The lizard skeleton in Curt Connors' lab when he calls Peter about the symbiote is a clear reference to his supervillain alias, the Lizard. The novelization even has Peter wondering if Connors is planning to use his research on lizards to regrow his missing arm, before dismissing the notion.
    • Peter hits on Betty during the height of the symbiote's influence. Betty is Peter's original Love Interest in the comics.
    • "Flint Marko" was an alias used by the 616 Sandman in the comics, where his real name is William Baker. Here, the former name is his real one, as it was in Ultimate Spider-Man. The novelization also mentions William Marko and William Baker as Flint's aliases.
    • In the novelization:
      • In the prologue, Peter considers setting Harry up with Gwen Stacy, a nod to their relationship in the comics before she met Peter.
      • At the key ceremony for Spider-Man, Peter sees a boy with a homemade web shooter and can't imagine how he himself would build such a device if he didn't have organic spinnerets. This is a nod to the comics, where most iterations of Peter use mechanical webshooters they designed, which was the original plan for the Raimi films.
      • While first using his symbiote suit, Peter describes his boosted Spider-Sense "as if invisible weblines radiated in every direction, and he was at their center.". This is how the power is drawn in the comics.
  • Named in the Sequel: The burglar's name isn't heard in the first two films. His name is revealed to be Dennis Carradine in this film.
  • Nice Job Breaking It, Hero: Upset with Peter kissing Gwen (as Spider-Man) and pushing her away to focus on Uncle Ben's murderer, Mary Jane goes to see amnesiac Harry, who still has feelings for her (and presumably no memory of their break-up). In the heat of the moment, the two briefly kiss. But immediately, Mary Jane realizes her mistake and leaves. Leaving Harry to sooth in anger from (once again) being spurned by her, which leads to him regaining his memory and being goaded by his hallucination of Norman to use her to destroy Peter.
  • Nice Job Fixing It, Villain: Venom/Eddie Brock does this when he bonds with the symbiote and gains all of Spider-Man's powers. You'd think he'll catch Peter unaware, or at least if he wanted an ally he'd go to Harry who still hates Spider-Man for supposedly killing his father. But no, instead he asks Sandman/Flint Marko and kidnaps Mary Jane, leading to Peter's Big Damn Heroes moment and Harry's Heel–Face Turn, resulting in Brock's demise.
  • Nigh-Invulnerability: Sandman.
  • Not My Driver: Eddie Brock picks up Mary Jane in a taxicab. Probably even killed a driver to get the carnote .
  • Oh, Crap!:
    • Peter at the end of his first fight with Harry after he knocks Harry out. He has another one when he realises Harry isn't breathing.
    • 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.
    • Peter gets a brief one during his second fight with Harry when he realises Harry has stabbed him. As does Harry when Peter throws his own grenade back at him shortly afterward.
    • Eddie gets one when Peter finds out that his picture of Spider-Man during the bank heist is a fake.
    • Peter during the climax when he realizes Venom is Eddie.
  • Once More, with Clarity!: The flashbacks to the night that Uncle Ben was killed. 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 ignored 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.
  • O.O.C. Is Serious Business: Peter's dodged rent before, but he's never shouted at Mr. Ditkovich and him doing so tips Ditkovich off that Peter must be in some kind of trouble.
  • Out-Gambitted: Spider-Man is framed for robbing the bank courtesy of a fake photo submitted by Eddie Brock. It turns out there was never a bank robbery earlier that day, and Brock's plan to get the staff job would have worked if Peter didn't recognize the photo from an original one and exposed him. Plus, Peter has a reason to be 100% sure that Spider-Man did not rob any bank.
  • Peek-a-Bangs: After giving in to the symbiote, Peter combs his bangs over his eyes.
  • Papa Wolf: 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.
  • Platonic Declaration of Love: Bernard to Harry near the end. Bernard says that he loved Harry's father as he loves Harry. As Harry's friends love him. This inspires Harry to help Peter save Mary Jane.
  • Plot Hole:
    • How did Peter manage to balance out his super hero life and his real life? The film never shows how Peter was able to balance his life out, and everything he does part of his daily schedule in this film is exactly like his daily schedule in the previous film.
    • How did Eddie Brock know to kidnap Mary Jane to lure Peter? In the comics the symbiote tells him Peter is Spider-Man, but there's no indication the symbiote is more than a simple parasite. Maybe Sandman put two and two together and figured out Ben Parker was related to Peter?
    • How in the hell does Eddie know anything at all about Sandman?! Much less about how Spider-Man won't let him help his sick daughter?! Readers of the comic may know the symbiote bestows information about Peter to Eddie, giving a reasonable explanation about how he knows about Sandman. Not quite so much about the daughter, though. However, this is not outright stated in the film so newcomers may still be in the dark.
    • The above two issues are clarified in the film's novelization and prequel comic, Spider-Man 3: The Black. As Venom, Eddie gained access to Peter's memories while bonded with the symbiote and learned about Mary Jane after breaking into Peter's apartment. He learned about Sandman's connection to Peter after breaking into Gwen Stacy's house and approached Flint after his sandcastle visit to Penny.
  • Police Are Useless: 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.
  • Poke the Poodle: While Peter wasn't exactly evil under the symbiote's influence, he still committed ridiculous things like using Gwen to make Mary Jane jealous and hitting Mary Jane during a fight with guys at the bar.
  • Poor Communication Kills: See also Idiot Plot. A lot of problems could have been solved if some of the people involved simply talked to each other. Mary Jane in particular is quite guilty of this.
    • Judging by the conversation between Peter and Harry at the beginning of the film, Peter has made almost no effort to actually sit Harry down and tell him everything that happened the night of Norman's death. Granted, it's entirely possible Harry wouldn't have believed him anyway, but Peter could still have put forth more effortnote .
    • A lot of the tension between MJ and Peter could have been dealt with if MJ had just told Peter that her part in the play was recast. Whenever Peter brings up the bad review, MJ just smiles awkwardly and doesn't say anything, so one could chalk it up to her being too ashamed to say anything, but she tells Harry with absolutely no issue whatsoever. In her defense, she likely didn't want to bring down Peter's mood during the key-to-the-city ceremony, and is interrupted by circumstances afterwards.
    • Some of the tension could also have been cut if MJ had just talked to Peter about how he was letting his fame as Spider-Man go to his head a bit.
    • MJ also never mentions to Peter that Harry has a.) gotten his memory back and b.) threatened to hurt Peter if she didn't break up with him. Given that Harry was nowhere close enough to them to overhear their conversation, she could have easily whispered it to him or found another covert way to convey the message.
  • Power High: When Peter gets the symbiote, he says, "I feel... wow... this feels good!"
  • Previously on…: The opening credits involve flying through a spider web with sections of the web showing scenes that recap events from the first two films before the current story begins.
  • Promotion to Opening Titles: After being in the trilogy since the very beginning, Elizabeth Banks (Betty Brant) and Ted Raimi (Ted Hoffman) are finally included in the opening credits for the Grand Finale.
  • Punch! Punch! Punch! Uh Oh...: In his first encounter with Sandman, Spider-Man tries to punch him only to have his hand stuck in Sandman's gut and says "uh oh" before Sandman delivers a Megaton Punch.
  • Re-Cut: A slightly alternate cut of the film, called Spider-Man 3: Editor's Cut, was released in June of 2017, on a bonus disc for a Blu-ray collection of the trilogy. The cut (which, as its title would suggest, was supervised by the film's editor, Bob Murawski) omits certain scenes note  while adding in some new ones that were deleted from the theatrical cut, including one scene that had been long-requested by fans, where Flint disguises himself as a sandcastle to watch over Penny in a park. In addition to the scene removals/additions, the cut also rearranges the order of a few scenes note  and restores many of Christopher Young's original compositions for the film (that were replaced with recycled music in the theatrical cut). The Editor's Cut of the film is 2 minutes shorter than the theatrical cut, a rather huge difference from the Spider-Man 2.1 cut of the second film, which added an extra 8 minutes onto the movie.
  • Reckless Gun Usage: How Flint killed Uncle Ben. He was startled when Dennis Carradine came running over.
  • Recycled Soundtrack: In addition to Christopher Young's score using Danny Elfman'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 Executive Meddling. (It's worth noting that Young's score is the only one of the series to be unreleased on disc.) invoked
  • Relationship-Salvaging Disaster: Peter and Mary Jane's relationship was falling apart for most of the film..until the climax when Peter has a Big Damn Heroes moment rescuing her from Sandman and Venom.
  • Retcon: 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.
  • Revenge Myopia: 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 reveals that Green Goblin was killed by his own hover-board.
  • Rival Turned Evil: Both Harry and Eddie.
  • Running Gag: How many times can the scenery hit Harry in the forehead?
  • Saved by the Church Bell: The movie adapts Peter's removal of the symbiote from Web of Spider-Man #1 with extra focus on the religious context. The scene comes immediately after Peter reaches his moral low point by hitting Mary-Jane and begins with him standing atop a church, with a Crucial Cross in frame, as church bells call him to the bell tower. As the ringing increases, he rips the symbiote off bit by bit as he turns his back on the selfishness he indulged throughout the movie.
  • Say My Name: Peter does this a few times after Harry is knocked out in their first fight.
  • Seeking Sanctuary: After realizing things have gotten out of control, Peter goes to a church tower where he tries to free himself from the black symbiote. He later learns the ringing bells generate the loud noises that are the symbiote's weakness, freeing him. This is more or less how it happened in the comics.
  • Self-Plagiarism: The climax takes place at a construction site, very reminiscent of Sam Raimi's Darkman.
  • Series Finale: 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; a reboot came instead)
  • Shipper on Deck: She may like Peter herself, but Ursula is still all for him and MJ.
  • Shout-Out:
    • In the trailer, Sandman is given Godzilla's roar.
    • Mary Jane Watson’s performance in Manhattan Memories has her singing “They Say It’s Wonderful” from Annie Get Your Gun. In the end at the jazz club, she sings “I'm Through With Love”, first sung by Marilyn Monroe.
    • Connors compares the symbiote's chemistry to chondritic meteorites from the 70s. The novelization explains he is referring to the Jilin meteorite shower of 1976 when the single most largest known chondritic meteorite, at 1,770 kg, was found in China.
    • In the novelization:
      • Peter claims there are now three Billboard Top 100 songs about Spider-Man.
      • Manhattan Memories has classic musical tunes like those by Cole Porter and the Gershwins.
      • Peter compares MJ’s smiling performance to Helen of Troy's face.
      • While falling through the air after being attacked by New Goblin, Peter experiences gravity "More by degrees, like with the coyote in those cartoons.”
      • Harry likens his hallucinations of Norman to Hamlet, which is also a Call-Back to the previous film.
      • When sneaking into his apartment, Flint Marko recalls how entire buildings of New Yorkers once failed to intervene when a young woman was murdered, referencing Kitty Genovese's deathnote .
      • During his and Harry's skirmish in Chinatown, Peter remembers Woody Allen's quote "I’m astounded by people who want to 'know' the universe when it’s hard enough to find your way around Chinatown."
      • The police liken the particle accelerator site to a James Bond film.
      • Flint compares his new powers to Frankenstein's Monster.
      • While taking photos of the crane disaster, Eddie references Nick Ut's famous photo of a naked Vietnamese girl fleeing her burning village during the Vietnam War.
      • Eddie compares Gwen’s expression when screaming to the iconic Munch painting, The Scream.
      • Eddie tries flirting with Betty Brant using the lyrics of "Betty My Love" and "The Name Game".
      • At the Osborn townhouse, Peter feels as if Norman’s gaze is following him around the room, referencing The Mona Lisa.
      • After being fired, Mary Jane bitterly says, “Home is other people.” A passerby replies that “Hell is other people”, according to Jean-Paul Sartre.
      • In their first encounter, Sandman compares Spider-Man’s demeanor to Bugs Bunny.
      • When pondering the symbiote’s origin, Peter remembers Sherlock Holmes' Catchphrase: "Whenever you eliminate the impossible, whatever remains—however improbable—must be the truth.”
      • Peter struts like John Travolta in Saturday Night Fever. He also tries to channel Elvis Presley and Chuck Berry at the Jazz Room.
      • MJ’s deduction on the black Spider-Man suit controlling Peter is likened to Hercule Poirot.
      • As Peter leaves the club, the other patrons part "like the Red Sea before Moses".
      • Before the church scene, the narration mentions Voltaire’s philosophy that “God is a comedian playing to an audience too afraid to laugh.”
  • Shower of Angst: Peter has one after freeing himself from the symbiote in the bell tower.
  • Silence Is Golden: The birth of Sandman, as a sandified Flint Marko struggles to reform himself for Penny. Three minutes, no words, but the audience understands it all perfectly.
  • Smug Snake: 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 — and then he meets the Venom symbiote...
  • Spared by the Adaptation: Gwen Stacy.
  • Spinning Paper: 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.
  • Stepping Stones in the Sky: Spider-Man uses falling debris as platforms when saving Gwen.
  • Surprisingly Realistic Outcome:
    • While he is under the symbiote's influence, Peter is right to point out that Eddie Brock is a sleaze by fabricating a photo, and J. Jonah Jameson fires Brock on the spot because faking a photograph is considered outright reprehensible in the news media.
    • Despite having advanced technology for his weapons, Harry has far less experience in combat than Peter. He ultimately gets his ass handed to him every time they fight.
  • Symbolic Baptism: After freeing himself from the symbiote at the church, Peter takes a long hot shower, marking that he's let go of the symbiote and all the negativity it represented.
  • Take It to the Bridge: Mary Jane telling Peter she's in love with someone else takes place on a bridge in Central Park.
  • Taking the Bullet: Harry dives between his own glider when Venom tries to impale Peter with it.
  • Targeted to Hurt the Hero: Venom targets Mary Jane, kidnapping her to lure Spider-Man out with the intention of killing them both.
  • Temporarily a Villain:
    • 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 Easy Amnesia 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 Jerkasses rather than a fight between a hero and a villain. In the finale, Harry ultimately becomes an Anti-Hero.
  • The Shadow Knows: Just before it latches onto Peter, the symbiote's shadow appears as a snarling face and as a grasping, clawed hand.
  • Throwback Threads: Around 1/3 into the movie, Peter Parker suddenly has a new black version of his Spider-Man costume, courtesy of the symbiote. It makes him stronger, but also more emotionally driven and makes him act less and less reserved, eventually ending with him making Mary Jane angry and humiliating himself in front of people. He then decided to take the suit off (by bashing himself onto a church's bell), but some time later, MJ gets kidnapped by Sandman and a mysterious villain; he goes to wear his old costume and storms out to save her.
  • Too Dumb to Live: 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.
  • Took a Level in Jerkass: Peter under the influence of the symbote. He gets over it.
  • Tranquil Fury: 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, to show that he means it.
  • Unflinching Walk: Peter under the symbiote's influence just turns around and walks away after tossing back one of his grenade to Harry, which explodes in his face.
  • Vehicle Vanish: 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.
  • Villain Team-Up: Sandman and Venom in the climax.
  • Weirdness Magnet: Acknowledged by Peter after encountering Sandman for the first time.
    "Where do all these guys come from?"
  • "Well Done, Son" Guy: Harry clearly still has daddy issues, and Peter takes advantage of this to get one seriously devastating dig at him.
  • Well-Intentioned Extremist: Sandman genuinely wants to do good by getting the money needed to pay his dying daughter's treatment. Unfortunately, he has to steal from various places as well as commit the Accidental Murder of Peter Parker's uncle in order to do so.
  • We Will Not Use Photoshop in the Future: Played with. Eddie fakes a photo of Spider-Man robbing the bank and manages to fool the entire staff of the Daily Bugle. If you look closely, you can tell that the photo is actually a different one taken from the paper's rival, the photographic department. Peter exposes Eddie's scam and Jameson fires Eddie, angered at the paper having to print its first retraction in twenty years.
  • What Happened to the Mouse?: Peter finally understood that Uncle Ben's murder was a genuine accident (as neither Marko nor Carradine had any intention of killing him in the first place), but one can't help but wonder whether Aunt May will learn the truth as well.
    • The symbiote sample Dr. Connors had been studying is only seen for a few scenes and is not seen again, leading the viewer to interpret its fate - it either might have died off without a host, got destroyed by Connors or lived on.
  • What the Hell, Hero?:
    • 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. It finally gets him to see what the symbiote suit is doing to him.
    • Eddie Brock actually calls out "What the hell?!" when symbiote 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 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.
  • Within Parameters: The scientists running an experiment involving a particle accelerator and sand notice that the mass 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.
  • Women Are Wiser: Inverted. Flint Marko's wife fills the typically male role of being stern and stubborn.
  • Woobie, Destroyer of Worlds: The Sandman, who simply wants to provide for his family.
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Spider-Man vs Sandman

Under the influence of the Symbiote and tempted by his murder of Ben Parker, Peter Parker confronts Flint Marko in the subway tunnels, hellbent on avenging his uncle.

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