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 about 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 villians yet, Sandman and Venom, gather uparalleled power and a thirst for retribution to threaten Peter and everyone he loves.

  • 2 hr 19 minPG13
  • May 4, 2007
  • Action

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Cast & Crew

  • James Franco

    James FrancoActor

    Known for his breakthrough starring role on Freaks and Geeks (1999), James Franco was born April 19, 1978 in Palo Alto, California, to Betsy Franco, a writer, artist, and actress, and Douglas Eugene "Doug" Franco, who ran a Silicon Valley business. His mother is Jewish and his father was of Portuguese and Swedish descent. Growing up with his two younger brothers, Dave Franco, also an actor, and Tom Franco, James graduated from Palo Alto High School in 1996 and went on to attend UCLA, majoring in English. To overcome his shyness, he got into acting while studying there, which, much to his parents' dismay, he left after only one year. After fifteen months of intensive study at Robert Carnegie's Playhouse West, James began actively pursuing his dream of finding work as an actor in Hollywood. In that short time, he landed himself a starring role on Freaks and Geeks (1999). The show, however, was not a hit to its viewers at the time, and was canceled after its first year. Now, it has become a cult-hit. Prior to joining Freaks and Geeks (1999), Franco starred in the TV miniseries To Serve and Protect (1999). After that, he had a starring role in Whatever It Takes (2000). Although he'd been working steadily, it wasn't until the TNT made-for-television movie, James Dean (2001) that James rose to fan-magazine fame and got to show off his talent. Since then, he has been working non-stop. After losing the lead role to Tobey Maguire, James settled for the part of "Harry Osborne", Spider-Man's best friend in the summer 2002 major hit Spider-Man (2002). He returned to the Osborne role for the next two films in the trilogy. Next was Deuces Wild (2002) and City by the Sea (2002), in which Robert De Niro personally had him cast, after viewing his performance in James Dean (2001). He was seen in David Gordon Green's Pineapple Express (2008) opposite Seth Rogen, in George C. Wolfe's Nights in Rodanthe (2008), starring Richard Gere and Diane Lane and in Paul Haggis' In the Valley of Elah (2007), starring Tommy Lee Jones. Also starring opposite Sean Penn in Gus Van Sant's Milk (2008) in which his performance earned him an Independent Spirit Award for Best Supporting Actor. Definitely growing out of his shyness, James Franco is turning into a legend of his own.
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  • Kirsten Dunst

    Kirsten DunstActor

    Kirsten Caroline Dunst is an American actress, who also holds German citizenship. She was born on April 30, 1982 in Point Pleasant, New Jersey, to parents Inez (née Rupprecht), who owned an art gallery, and Klaus Dunst, a medical services executive. She has a younger brother named Christian Dunst, born in 1987. Her father is German, from Hamburg, and her mother, who is American, is of German and Swedish descent. Her career began at the age of 3 when she started modeling and appearing in commercials. She made her feature film debut with an uncredited role at age 6 in the 'Oedipus Wrecks' segment of Woody Allen's 1989 film New York Stories (1989). She received her first film credit in The Bonfire of the Vanities (1990). Her family moved to Los Angeles in 1993, where her film career took off. In 1994, she made her breakthrough performance in Interview with the Vampire: The Vampire Chronicles (1994), alongside such stars as Brad Pitt and Tom Cruise. Her performance earned her a Golden Globe nomination, the MTV Award for Best Breakthrough Performance and the Saturn Award for Best Young Actress. In 1995, she was named one of People Magazine's 50 Most Beautiful People. Over the next few years, she made a string of hit movies including Little Women (1994), Jumanji (1995) and Small Soldiers (1998). In 2000, she received rave reviews for her role as "Lux Lisbon" in Sofia Coppola's independent film, The Virgin Suicides (1999) and proved her status as a leading actress in the comedy hit, Bring It On (2000). She also graduated from Notre Dame High School in Los Angeles in June of that year. In 2002, she landed one of her best known roles as Peter Parker's love interest, Mary Jane Watson, in Spider-Man (2002). She continued her role in Spider-Man 2 (2004) and Spider-Man 3 (2007). She went on to land roles in such films as Eternal Sunshine of the Spotless Mind (2004), the romantic comedy Wimbledon (2004), and in Cameron Crowe's Elizabethtown (2005). She also played the title character in Sofia Coppola's Marie Antoinette (2006). Dunst won the Best Actress Award at the 2011 Cannes Film Festival for her performance as Justine in Lars von Trier's Melancholia (2011). In 2012, she appeared in Walter Salles' film adaptation of On the Road (2012) and the independent comedy Bachelorette (2012). She also has several films in production, including The Two Faces of January (2014). Her charity work includes designing a necklace to raise funds for the Elizabeth Glaser Pediatric AIDS Foundation as well as supporting various cancer charities.
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  • Tobey Maguire

    Tobey MaguireActor

    Tobias Vincent Maguire was born in Santa Monica, California. His parents were 18 and 20, and not yet married, when he was born. His mother, Wendy (Brown), did advertising, publicity, and acting in Hollywood for years as she coached and managed Tobey. His father, Vincent Maguire, was a cook and sometimes a construction worker. Tobey did not finish high school in order to pursue and focus on acting roles, but he did end up getting his GED. He did several commercials (he was a model dancer for Nordstrom by age six), and he had some roles on various TV shows before landing a starring role on the Fox comedy Great Scott! (1992). That role lasted nine weeks before the show was canceled. Fox-made series were not doing well in general at the time. He avoids drugs and alcohol, and his best friend is Leonardo DiCaprio. Tobey is a vegan and studies yoga. He now has two beautiful children with his wife Jennifer Meyer Maguire. Their names are Ruby Sweetheart and Otis Tobias Maguire. Another little known fact is that his two half-brothers, Jopaul and Weston Epp, were the child actors who handed Tobey (Peter Parker) his mask after the train scene in Spider-Man 2.
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  • Willem Dafoe

    Willem DafoeActor

    Having made over one hundred films in his legendary career, Willem Dafoe is internationally respected for bringing versatility, boldness, and dare to some of the most iconic films of our time. His artistic curiosity in exploring the human condition leads him to projects all over the world, large and small, Hollywood films as well as Independent cinema. In 1979, he was given a role in Michael's Cimino's Heaven's Gate, from which he was fired. Since then, he has collaborated with directors who represent a virtual encyclopedia of modern cinema: Kathryn Bigelow, Sam Raimi, Alan Parker, Walter Hill, Mary Harron, Wim Wenders, Anton Corbijn, Zhang Yimou, Wes Anderson, Martin Scorsese, David Lynch, Oliver Stone, William Friedkin, Werner Herzog, Lars Von Trier, Abel Ferrara, Spike Lee, Julian Schnabel, David Cronenberg, Paul Schrader, Anthony Minghella, Scott Cooper, Theo Angelopoulos, Christian Carion, Robert Rodriguez, Phillip Noyce, Hector Babenco, John Milius, Roger Donaldson, Paul McGuigan, Lee Tamahori, Roger Spottiswoode, Paul Weitz, Daniel Nettheim, The Spierig Brothers, Andrew Stanton, and Josh Boone. Dafoe has been recognized with four Academy Award nominations: Best Actor in a Supporting Role for Platoon, Best Actor in a Supporting Role for Shadow Of The Vampire, for which he also received Golden Globe and Screen Actors Guild nominations, Best Actor in a Supporting Role for The Florida Project, for which he also received Golden Globe and Screen Actors Guild nominations, and most recently, Best Leading Actor for At Eternity's Gate, for which he also received a Golden Globe nomination. Among his other nominations and awards, he has received two Los Angeles Film Critics Awards, a New York Film Critics Circle Award, a National Board of Review Award, an Independent Spirit Award, Venice Film Festival Volpi Cup, as well as a Berlinale Honorary Golden Bear for Lifetime Achievement. Willem was born in Appleton, Wisconsin, to Muriel Isabel (Sprissler), a nurse, and William Alfred Dafoe, a surgeon. He is of mostly German, Irish, Scottish, and English descent. He and his wife, director Giada Colagrande, have made three films together: Padre, A Woman, and Before It Had A Name. His natural adventurousness is evident in roles as diverse as the elite assassin who is mentor to Keanu Reeves in the neo-noir John Wick, in his voice work as Gil the Moorish Idol in Finding Nemo and as Ryuk the Death God in Death Note, and as the obsessed FBI agent in the cult classic The Boondock Saints, Sean Baker's The Florida Project and Kenneth Branagh's Murder on the Orient Express. That adventurous spirit continues with upcoming films including James Wan's Aquaman, Robert Eggers's The Lighthouse, Edward Norton's Motherless Brooklyn and Julian Schnabel's At Eternity's Gate in which he stars as Vincent Van Gogh. Dafoe is one of the founding members of The Wooster Group, the New York based experimental theatre collective. He created and performed in all of the group's work from 1977 thru 2005, both in the U.S. and internationally. Since then, he worked with Richard Foreman in Idiot Savant at The Public Theatre (NYC) and most recently two international productions with Robert Wilson: The Life & Death of Marina Abramovic and The Old Woman opposite Mikhail Baryshnikov. He is developing a new theatre piece, directed by Romeo Castellucci, based on Nathaniel Hawthorne's The Minister's Black Veil.
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  • Topher Grace

    Topher GraceActor

    Topher Grace was born Christopher John Grace in New York City, New York, to Pat, a schoolmaster's assistant, and John Grace, an executive. He was raised in Darien, Connecticut. He attended boarding school in New Hampshire for two years, where he began his acting career in such musicals as "Joseph and the Amazing Technicolor Dreamcoat" and "The Pirates of Penzance." He also tried his first shot at directing with a choose-your-own-adventure-style movie starring his classmates. He hated being called Chris in school, so he changed it to Topher as time went on. He attended New Hampshire's Brewster Academy and the University of Southern California. Grace dropped out of USC to start his show business career in That '70s Show (1998) at age 20. He was cast in that show because the show's creators, Bonnie Turner and Terry Turner, saw him act in a high-school play--their daughter attended same high school. Apart from school plays, Grace had absolutely no acting experience before landing the role of Eric Forman.
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  • STAN LEE

    STAN LEEActor

    Stan Lee was an American comic-book writer, editor, and publisher, who was executive vice president and publisher of Marvel Comics. Stan was born in New York City, to Celia (Solomon) and Jack Lieber, a dress cutter. His parents were Romanian Jewish immigrants. Lee co-created Spider-Man, the Hulk, Doctor Strange, the Fantastic Four, Iron Man, Daredevil, Thor, the X-Men, and many other fictional characters, introducing a thoroughly shared universe into superhero comic books. In addition, he challenged the comics' industry's censorship organization, the Comics Code Authority, indirectly leading to it updating its policies. Lee subsequently led the expansion of Marvel Comics from a small division of a publishing house to a large multimedia corporation. He had cameo appearances in many Marvel film and television projects, with many yet to come, posthumously. A few of these appearances are self-aware and sometimes reference Lee's involvement in the creation of certain characters. On 16 July 2017, Lee was named a Disney Legend, a hall of fame program that recognizes individuals who have made an extraordinary and integral contribution to The Walt Disney Company. Stan was married to Joan Lee for almost 70 years, until her death. The couple had two children. Joan died on July 6, 2017. Stan died on November 12, 2018, in LA.
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Cast & Crew photos provided by TMDb.