Film guide · 2007

Spider-Man 3 (2007, Tobey Maguire): The Full Story, Scene by Scene

The whole film, start to finish, told scene by scene in words. Read this and you'll know everything that happens.

Contains every spoiler, up to the ending.

Part 1: Good times

The city's hero

Spider-Man is now New York's favorite hero. Peter is doing well in school and with MJ, and plans to propose.

A falling star

As the couple stargaze in the park, a meteorite lands nearby. A black substance crawls out and clings to Peter's scooter.

MJ's troubles

MJ is fired from her Broadway lead and feels low, but Peter keeps talking about himself.

Part 2: Harry and Sandman

Harry attacks

Using his father's glider and weapons, Harry attacks Peter. In the fight, he hits his head and loses his memory of the last few years.

The escaped convict

Escaped convict Flint Marko needs money for his sick daughter.

The man of sand

On the run, Marko falls into a particle test site, and his body fuses with sand. Sandman is born.

Uncle Ben's killer

Police tell Peter and Aunt May that Marko was the one who actually shot Uncle Ben. Peter is consumed by anger.

Part 3: The black suit

A black Spider-Man

While Peter sleeps, the substance covers him. He wakes in a black suit, stronger than ever.

Fighting Sandman

In the black suit, Peter washes Sandman away in the tunnels and believes him dead.

Eddie Brock

At the Bugle, photographer Eddie Brock is Peter's rival. He fakes a photo of Spider-Man, and Peter exposes it, costing Eddie his job.

Harry remembers

His memory back, Harry forces MJ to break up with Peter.

Peter changes

Under the suit's influence, Peter becomes cocky and cruel. At a jazz club, he dances with Gwen to hurt MJ, and then strikes her.

Part 4: The bell

The church bell

Horrified at himself, Peter tries to tear off the suit in a church bell tower. The ringing bell forces the creature off.

Venom is born

Below, Eddie Brock is praying. The creature bonds with him, and Venom is born.

Two enemies

Venom teams up with Sandman, who survived, and they kidnap MJ.

Part 5: The final battle

Harry's decision

Peter asks Harry for help and is refused. But after his butler tells him the truth about Norman's death, Harry flies to Peter's aid.

Battle on the skyscraper

On a building under construction, Peter and Harry battle Venom and Sandman.

Harry's sacrifice

Harry is badly wounded shielding Peter.

Venom's end

Peter uses the clang of metal pipes to separate Eddie from the creature. Eddie leaps after it into an explosion and dies.

Sandman's confession

Sandman admits he never meant to shoot Uncle Ben. Peter forgives him, and Sandman drifts away as sand.

Goodbye, Harry

Harry dies with Peter and MJ by his side.

Part 6: Afterward

Harry's funeral

Peter and MJ stand together at Harry's funeral.

One more dance

Peter visits MJ at the jazz club where she sings, and they quietly dance.