Spider-Man 3 is a 2007 American superhero film written and directed by Sam Raimi, with a screenplay by ivan Raimi and Alvin Sargent. It is the third film in the Spider-Man film franchise based on the Fiction Marvel Comics character Spider Man. The film stars Tobey Maguire, Kirsten Dunst, James Franko, Tomas Haden Cruch and Topher grace

The film begins with Peter Parker basking in his success as Spider-Man, while Mary Jane Watson begins her Broadway career. Harry Osborn still seeks vengeance for his father's death, and an escaped convict, Flint Marko, falls into a particle accelerator and is transformed into a shape-shifting sand manipulator. An alien symbiote crashes to Earth and bonds with Peter, influencing his behavior for the worse. When the symbiote is abandoned, it finds refuge in Eddie Brock Jr., a rival photographer, causing Peter to face his greatest challenge.

Spider-Man 3 was commercially released in multiple countries on May 1, 2007, and released in the United States in both conventional and IMAX theaters on May 4, 2007. Although the film received generally mixed reviews from critics, in contrast to the previous two films' highly positive reviews, it broke most of the opening weekend records, both in the United States and in foreign markets, including records held in IMAX theaters.

Peter Parker has begun to feel secure in his life and plans to propose to Mary Jane. One night in a park, while Peter and Mary Jane are on a date, a small meteorite crashes nearby, and an alien symbiote oozes out, attaching itself to Peter's moped. Meanwhile, escaped convict Flint Marko falls into a particle accelerator, which fuses his body with the surrounding sand. The result allows him to shape shift at will, becoming the Sandman. Peter's best friend, Harry Osborn, who seeks vengeance for his father's death, which he believes Peter caused, attacks him. The battle leaves Harry with short-term amnesia, making him forget his vendetta.

Later, during a festival honoring Spider-Man for saving Gwen Stacy's life, Sandman attempts to rob an armored car, and overpowers Spider-Man. Captain Stacy later informs Peter and Aunt May that Marko is the one who killed Ben Parker, and a vengeful Peter waits for Marko to strike again. The symbiote bonds with his costume while he is asleep; Peter discovers that not only has his costume changed, but his powers have been enhanced as well. The black suit also alters Peter's personality, making him more violent, exemplified by a near lethal attack on Sandman during a battle underground.

The shift in Peter's personality alienates Mary Jane, whose stage career is floundering, and she finds solace with Harry. Harry recovers from his amnesia, and, urged on by an apparition of his dead father, forces MJ to break up with Peter. After Mary Jane leaves Peter, stating she is in love with another man, Harry meets him at a restaurant and claims to be the other man. Later, Peter finds him at the Osborn mansion. With the help of the black suit, Peter is victorious in a brutal fight, which leaves Harry's face disfigured. Influenced by the suit, Peter exposes and humiliates Eddie Brock, Jr., a rival freelance photographer, who has sold fake pictures to the Daily Bugle supposedly showing Spider-Man to be a criminal.

In an effort to make MJ jealous, Peter brings Gwen to the nightclub where Mary Jane works. Peter gets into a fight with the club's bouncers and knocks MJ to the floor. Peter realizes the symbiote-suit is changing him for the worse. He runs out of the nightclub and goes to a church bell tower to be rid of it. Initially he is unable to pull the suit off, but the sound of the church bell weakens the symbiote, enabling Peter to break free. Eddie Brock is at the same church praying for Peter's death when the symbiote falls from the tower and takes over his body. The newly-empowered Eddie finds Sandman and suggests that they join forces to destroy Spider-Man.

The pair use Mary Jane as bait to force Spider-Man to confront them. Peter approaches Harry for help, but is turned down. However, Harry learns the truth about his father's death from his butler Bernard, and arrives in time to rescue Peter, teaming up against Brock and Sandman. As the fight progresses, Brock attempts to impale Peter with the glider, but Harry sacrifices himself and is fatally wounded. Peter recalls how the church bell's toll weakened the symbiote, and frees Eddie from it by clanging several pipes together. Peter throws a pumpkin bomb at the symbiote just as Eddie attempts to rebond with it, killing him and destroying the symbiote.

After the battle, Marko tells Peter that he had no intention of killing Ben Parker, and that it was an accident born out of a desperate attempt to save his daughter's life. Peter forgives Marko, who dissipates and floats away. Peter and Harry forgive each other, before Harry dies with Mary Jane and Peter at his side. After Harry's funeral, Peter and Mary Jane begin to mend their relationship.

In March 2004, with Spider-Man 2 being released the coming June, Marvel Studios had begun developing Spider-Man 3 for a release in 2007.^[15] By the release of Spider-Man 2, a release date for Spider-Man 3 had been set for May 2, 2007 before production on the sequel had begun.^[16] The date was later changed to May 4, 2007. In January 2005, Sony Pictures Entertainment completed a seven-figure deal with screenwriter Alvin Sargent, who had penned Spider-Man 2, to work on Spider-Man 3 with an option to write a fourth film.^[17]

Immediately after Spider-Man 2's release, Ivan Raimi wrote a treatment over two months,^[2] with Sam Raimi deciding to use the film to explore Peter learning that he is not a sinless vigilante, and that there also can be humanity in those he considers criminals.^[18] Harry Osborn was brought back as Raimi wanted to conclude his storyline,^[18] but Raimi felt that Harry would not follow his father's legacy, but be instead "somewhere between".^[19] Sandman was introduced as an antagonist, as Raimi found him a visually fascinating character.^[18] While Sandman is a petty criminal in the comics, the screenwriters created a background of the character being Uncle Ben's killer to increase Peter's guilt over his death^[20] and challenge his simplistic perception of the event.^[18] Overall, Raimi described the film as being about Peter, Mary Jane, Harry and the Sandman,^[21] with Peter's journey being one of forgiveness.^[9]

Raimi wanted another villain, and Ben Kingsley was involved in negotiations to play the Vulture before the character was cut.^[2] Producer Avi Arad convinced Raimi to include Venom, a character whose perceived "lack of humanity" had initially been criticized by Sam Raimi.^[10] Venom's alter-ego, Eddie Brock, already had a minor role in the script.^[22] Arad told the director that Venom had a strong fan base, so Raimi included the character to please them,^[21] and even began to appreciate the character himself.^[10] The film's version of the character is an amalgamation of Venom stories. Eddie Brock, Jr., the human part of Venom, serves as a mirror to Peter Parker, with both characters having similar jobs and romantic interests.^[10] Brock's actions as a journalist in Spider-Man 3 also represent contemporary themes of paparazzi and tabloid journalism.^[3] The producers also suggested adding rival love interest Gwen Stacy, filling in an "other girl" type that Raimi already created.^[21] With so many additions, Sargent soon found his script so complex that he considered splitting it into two films, but abandoned the idea when he could not create a successful intermediate climax.^[2]

Camera crews spent ten days from November 5, 2005 to November 18, 2005, to film sequences that would involve intense visual effects so Sony Pictures Imageworks could begin work on the shots early in the project. The same steps had been taken for Spider-Man 2 to begin producing visual effects early for sequences involving the villain Doctor Octopus.^[23]

Principal photography for Spider-Man 3 began on January 16, 2006 and wrapped in July 2006 after over a hundred days of filming. The team filmed in Los Angeles until May 19, 2006.^[23] In spring 2006, film location manager Peter Martorano brought camera crews to Cleveland,^[24] due to the Cleveland Film Commission offering production space at the city's convention center at no cost.^[25] In Cleveland, they shot the battle between Spider-Man and Sandman in the armored car.^[2] Afterwards, the team moved to Manhattan, where filming took place from May 26, 2006 until July 1, 2006.^[23] Shooting placed a strain on Raimi, who often had to move between several units to complete the picture.^[2] Shooting was also difficult for cinematographer Bill Pope, as the Symbiote Spider-Man, Venom and the New Goblin were costumed in black during fight scenes taking place at night.^[26]

After August, pick-ups were conducted as Raimi sought to film more action scenes.^[27] The film then wrapped in October, although in the following month, additional special effects shots were taken to finalize the production.^[28] At the start of 2007, there were further pick-up shots regarding the resolution of Sandman's story, amounting to four different versions.^[5]

John Dykstra, who won the Academy Award for Visual Effects for his work on Spider-Man 2, declined to work on the third film as visual effects supervisor. Dykstra's colleague, Scott Stokdyk, took his place as supervisor,^[29] leading two hundred programmers at Sony Pictures Imageworks. This group designed specific computer programs that did not exist when Spider-Man 3 began production, creating nine hundred visual effects shots.^[30] In addition to the innovative visual effects for the film, Stokdyk created a miniature of a skyscraper section at 1:16 scale with New Deal Studios' Ian Hunter and David Sanger. Stokdyk chose to design the miniature instead of using computer-generated imagery so damage done to the building could be portrayed realistically and timely without guesswork involving computer models.^[31] In addition, to Sony Imageworks, CafeFX provided visual effects for the crane disaster scene when Spider-Man rescues Gwen Stacy, as well as shots in the climactic battle.^[32]

To understand the effects of sand for the Sandman, experiments were done with twelve types of sand, such as splashing, launching at stuntmen, and poured over ledges. The results were mimicked on the computer to create the visual effects for Sandman.^[30] For scenes involving visual effects, Thomas Haden Church was super-imposed onto the screen, where computer-generated imagery was then applied.^[4] With sand as a possible hazard in scenes that buried actors, ground-up corncobs were used as a substitute instead.^[33] Because of its resemblance to the substance, sand from Arizona was used as the model for the CG sand.^[30] In a fight where Spider-Man punches through Sandman's chest, amputee martial arts expert Baxter Humby took Tobey Maguire's place in filming the scene. Humby, whose right hand was amputated at birth, helped deliver the intended effect of punching through Sandman's chest.^[34]

Whereas the symbiote suit worn in the comics by Spider-Man was a plain black affair with a large white spider on the front and back, the design was changed for the film to become a black version of Spider-Man's traditional costume, complete with webbing motif. As a consequence of this, the suit Topher Grace wore as Venom also bore the webbing motif; as producer Grant Curtis noted, "it’s the Spider-Man suit, but twisted and mangled in its own right."^[35] Additionally, the motif gave a sense of life to the symbiote, giving it the appearance of gripping onto the character's body.^[36] When animating the symbiote, Raimi did not want it to resemble a spider or an octopus, and to give it a sense of character. The CG model is made of many separate strands.^[37] When animating Venom himself, animators observed footage of big cats such as lions and cheetahs for the character's agile movements.^[38]

Originally, Danny Elfman, the composer for the previous installments, did not plan to return for the third installment of Spider-Man because of difficulties with director Sam Raimi. Elfman said that he had a "miserable experience" working with Raimi on Spider-Man 2 and could not comfortably adapt his music.^[39] Christopher Young was then announced to score Spider-Man 3 in Elfman's absence.^[40] In December 2006, however, producer Grant Curtis announced that Elfman had begun collaborating with Christopher Young on the music for Spider-Man 3.^[41]

Young, who had composed some of the score for the second film, kept the themes for Spider-Man and the Green Goblin, and he composed new themes for Sandman, Venom, and the love story.^[42] Sandman's theme uses "two contrabass saxophones, two contrabass clarinets, two contrabrass bassoons and eight very low French horns" to sound "low, aggressive and heavy". Young described Venom's theme as "vicious. My instructions on that one were that he’s the devil personified. His theme is much more demonic sounding."^[43] Venom's theme uses eight French horns.^[44] Raimi approved the new themes during their first performance, but rejected the initial music to the birth of Sandman, finding it too monstrous and not tragic enough. Young had to recompose much of his score at a later stage, as the producers felt there weren't enough themes from the previous films.^[43] Ultimately, new themes for the love story, Aunt May and Mary Jane were dropped.^[44]

Spider-Man 3 had its world premiere in Tokyo on April 16, 2007,^[45] which garnered positive reaction from Japanese viewers.^[46] The film held its UK premiere on April 23, 2007 at the Odeon Leicester Square,^[47] and the U.S. premiere took place at the Tribeca Film Festival in Queens on April 30, 2007.^[48]

Spider-Man 3 was commercially released in sixteen territories on May 1, 2007.^[49] The film was released in Japan on May 1, 2007, three days prior to the American commercial release, to coincide with Japan's Golden Week.^[45] Spider-Man 3 was also released in China on May 3, 2007 to circumvent market growth of pirated copies of the film. The studio's release of a film in China before its domestic release was a first for Sony Pictures Releasing International.^[50] By May 6, 2007, Spider-Man 3 opened in one-hundred-and-seven countries around the world.^[49]

The film was commercially released in the United States on May 4, 2007 in a North American record total of 4,253 theaters,^[51] including fifty-three IMAX theaters.^[52] The record number of theaters was later beaten by Pirates of the Caribbean: At World's End, which was released in 4,362 theaters in the United States, one-hundred-and-ten more than Spider-Man 3.^[53] Tracking data a month before the U.S. release reflected over 90% awareness and over 20% first choice among moviegoers, statistics that estimated an opening weekend of over $100 million for Spider-Man 3.^[54] Online tickets for Spider-Man 3 were reported on April 23, 2007 to have been purchased at a faster rate -- three times at Movietickets.com and four times at Fandango -- than online ticket sales for Spider-Man 2.^[55] On May 2, 2007, Fandango reported the sales rate as six times greater than the rate for Spider-Man 2. The strong ticket sales caused theaters to add 3:00 AM showings following the May 4, 2007 midnight showing to accommodate the demand.^[56]

The FX channel signed a five-year deal for the television rights to Spider-Man 3, which they plan to start airing at the beginning of 2009. The price will be based on the film's box office performance, with an option for three opportunities for Sony to sell the rights to one or more other broadcast networks.^[57]

In New York City, the hometown of Spider-Man's fictional universe, tourist attractions arranged events and exhibits on April 30, 2007 to lead up to the release of Spider-Man 3. The unique campaign include a spider exhibit at the American Museum of Natural History, workshops on baby spider plants at the New York Botanical Garden, Green Goblin mask-making workshop at the Children's Museum of Manhattan, and a scavenger hunt and a bug show at Central Park Zoo.^[58]

Hasbro, which holds the license for Marvel characters, has released several toys to tie-in with the film. They include a deluxe spinning web blaster, along with several lines of action figures aimed at both children and collectors.^[59] Toys of the Green Goblin and Doctor Octopus from the first two films have been re-released to match the smaller scale of the new figures, as have been toys of the Lizard, the Scorpion, Kraven the Hunter, and the Rhino in a style reminiscent of the films.^[60][61] Techno Source created interactive toys, including a "hand-held Battle Tronics device that straps to the inside of a player’s wrist and mimics Spidey’s web-slinging motions".^[62] Japanese Medicom Toy Corporation produced collectibles, which Sideshow Collectibles distributed in the US.^[63]

Spider-Man 3 was released on Region 4 DVD in Australia on September 18, 2007.^[64] For Region 2 in the United Kingdom, the film was released on October 15, 2007.^[65] Spider-Man 3 was released on DVD in Region 1 territories on October 30, 2007. The film is available in one-disc and two-disc editions, on both standard and Blu-ray formats, as well as packages with the previous films and a PSP release.^[66] Sam Raimi, Tobey Maguire, Kirsten Dunst, James Franco, Thomas Haden Church, Topher Grace, Bryce Dallas Howard, Laura Ziskin, Avi Arad and Grant Curtis are among those who contributed to the audio commentaries.

Sony has announced plans to create "one of the largest" marketing campaigns in Hollywood for the October 30, 2007 release of the DVD. Beginning with a partnership with Papa Johns, Sony will print close to 8.5 billion impressions for pizza boxes, television, radio and online ads. Sony will also be working with Pringles Potato Crisp, Blu-Tack, Jolly Time Pop Corn, and Nutella. Sony's Vice President of marketing, Jennifer Anderson, stated the studio would be spending approximately 15% to 25% of its marketing budget on digital ad campaigns; from this, Papa Johns will be sending text messages to mobile phones with ads. Anderson stated that there will be three sweepstakes held for consumers, where they will be able to win prizes from Sony and its promotional partners.^[67]