Spider-Man 3 features two new villains, Sandman and Venom, who arrive in New York City with overpowering abilities.
After finally being able to find a balance between being Spider-Man, and spending time with Mary Jane Watson, Peter Parker begins to feel secure in his life.
However, he is soon attacked by a vengeful Harry Osborn, who has powered himself up with Oz formula and taken his father's Green Goblin weaponry for the purpose of destroying Peter.
A clash in New York City leaves Harry with short-term amnesia, and he no longer feels anger towards Peter.
One night, a tiny meteor crash lands in a park where Peter and Mary Jane are on a date. Unknown to Peter, the meteor contains a black, symbiotic substance, which hitches a ride home with Peter and eventually bonding with his Spider-Man costume. Peter finds his costume has changed; it is now black, with the ability to enhance his powers.
Meanwhile, Captain Stacy of the New York Police Department informs Peter and Aunt May that the man who was apprehended on the night of the shooting of Parker was not Ben's real killer; instead, an investigation revealed that he was merely an accomplice of Flint Marko, an escaped convict from Ryker's.
The NYPD pursue Marko, and Marko accidentally falls into a particle accelerator filled with sand, which bonds to his body and turns him into the Sandman. The black suit brings out Spider-Man's more violent and vengeful side, and he seemingly kills Marko after a battle in a disused subway tunnel by turning Marko into mud and allowing him to wash into the sewer system.
The darker side of the suit begins to transform Peter's personality as well, causing him to expose a new photographer at the Daily Bugle, Eddie Brock, Jr., as a fraud, while stealing his girlfriend, Gwen Stacy. His behavior causes him to push Mary Jane away, and she finds solace in Harry Osborn.
However, Harry soon recovers from his amnesia and lures Peter into his penthouse to kill him. Peter defeats Harry and throws a Goblin bomb back at him; the explosion scars him badly on one side of his face.
Peter tries to humiliate Mary Jane by openly dating Gwen Stacy in front of her. However, Peter accidentally assaults Mary Jane during a brief struggle at a jazz club. Completely ashamed of his recent actions, Peter goes to a church tower and rips the black suit off; as the symbiote is sensitive to noise, the ringing of the church bell causes it to weaken.
Coincidentally, Eddie Brock is at the same church, and notices Peter struggling at the top of the tower. A piece of the alien substance lands on Eddie, and it bonds with him to become Venom. Venom approaches Flint Marko and claims that the two are united by a common desire to destroy Spider-Man. Flint agrees to help him.
Eddie and Flint capture Mary Jane and dangle her 80 stories above the New York streets at a construction site. Peter approaches Harry for help, saying he cannot fight both villains at once, but Harry refuses. Spider-Man arrives on the scene and is brutally beaten by the Sandman until Harry, who has just learned that his father did indeed die by his own hand, flies to Peter and Mary Jane's aid.
Peter rescues Mary Jane and he and Harry battle Venom and the Sandman together. As the fight progresses, Venom grabs hold of Harry's glider and throws it at Peter; Harry jumps in front of Peter and the glider impales him instead.
Peter attempts to free Eddie of the black symbiote, clanging pipes together to weaken it. However, Eddie has grown too attached to the power it provides, and attempts to save the symbiote just as Peter throws a Goblin bomb at it; Eddie dies in the explosion.
Flint tells Peter that he had no intention of killing Ben Parker that fateful night, but that it was an accident caused by fear and desperation. Peter forgives Flint, and the Sandman disappears. Harry does not survive his wounds and dies with Mary Jane and Peter by his side.
Peter and Mary Jane revive their relationship.
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