Peter Parker has finally managed to strike a balance between his devotion to M.J. and his duties as a superhero. But there is a storm brewing on the horizon. When his suit suddenly changes, turning jet-black and enhancing his powers, it transforms Peter as well, bringing out the dark, vengeful side of his personality that he is struggling to control. Under the influence of the suit, Peter becomes overconfident and starts to neglect the people who care for him most. Forced to choose between the seductive power of the new suit and the compassionate hero he used to be, Peter must overcome his personal demons as two of the most-feared villains yet, Sandman and Venom, gather unparalleled power and a thirst for retribution to threaten Peter and everyone he loves
Tobey Maguire ... Spider-Man/Peter Parker Kirsten Dunst ... Mary Jane Watson James Franco ... New Goblin/Harry Osborn Thomas Haden Church ... Sandman/Flint Marko Topher Grace ... Venom/Eddie Brock Bryce Dallas Howard ... Gwen Stacy Rosemary Harris ... May Parker J.K. Simmons ... J. Jonah Jameson James Cromwell ... Captain Stacy Theresa Russell ... Emma Marko Dylan Baker ... Dr. Curt Connors Bill Nunn ... Joseph 'Robbie' Robertson Bruce Campbell ... Maître d’ Elizabeth Banks ... Miss Brant Cliff Robertson ... Uncle Ben Parker