Harry (James Franco) swoops in to aid Spider-Man (Tobey Maguire) against Sandman and Venom. It's fight time!
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New York City is in the throes of Spider-mania, and Peter Parker finally has the girl of his dreams. But just when it seems like things can't get any better, Spider-Man must fight the most terrifying trio of villains he's ever encountered—the deadly Sandman, the New Goblin, and Venom—plus the enemy he discovers within himself. Peter Parker (Tobey Maguire) finally has the girl of his dreams, Mary Jane Watson (Kirsten Dunst), and New York City is in the throes of Spider-mania! But when a strange alien symbiote turns Spider-Man's suit black, his darkest demons come to light changing Spider-Man inside as well as out. Spider-Man is in for the fight of his life against a lethal mix of villains - the deadly Sandman (Thomas Haden Church), Venom (Topher Grace), and the New Goblin (James Franco) - as well as the enemy within himself.