Your friendly neighborhood web-slinger is back, only this time his sunny outlook has become partially overcast in the third chapter of director Sam Raimi's Spider-Man saga.

Tobey Maguire, Kirsten Dunst, and James Franco return to reprise their roles from the previous two installments, with Thomas Haden Church, Topher Grace, and Bryce Dallas Howard making their first appearances in the series as Flint Marko (aka Sandman), Eddie Brock (aka Venom), and Gwen Stacy, respectively. Peter Parker (Maguire) has finally leaned to walk the middle ground between being the superhero that his city needs, and the man that Mary Jane (Dunst) loves. All is well in New York City until one night, as Peter and M.J. set gazing at the stars, a falling comet streams across the sky and crashes into the ground close by. But this isn't any ordinary shooting star, and upon impact the mysterious space rock is split open to reveal a shape-shifting symbiote with the power to overtake anything that it comes into contact with.

Later, as Harry Osborn acquires his late father's flying board, engineers a powerful new Goblin outfit, and takes to the sky to avenge dad's death, the mysterious space sludge infects both Peter's Spider-Man suit and ambitious street photographer Eddie Brock (Grace). His strange new suit giving him a newfound sense of power as it gradually overpowers his personality, Peter discovers that escaped convict Flint Marko was in fact the man responsible for the death of Uncle Ben (Cliff Robertson). Unfortunately for Peter, Marko has recently acquired the power to morph at will and quickly completes his transformation into the dreaded Sandman. As the Sandman gives in to his darkest criminal instincts and the slithering space symbiote transforms Eddie Brock into the nightmarish fanged villain known as Venom, the citizens of New York City must once again call on Spider-Man to fend off destructive forces that are far too powerful for the likes of mortal man.

Special Features:
Bloopers
Photo galleries
Snow Patrol music video
Audio commentary with director Sam Raimi and cast members Tobey Maguire, Kirsten Dunst, James Franco, Thomas Haden Church, Topher Grace, and Bryce Dallas Howard
Audio commentary with producers Laura Ziskin, Avi Arad and Grant Curtis, editor Bob Murawski and special effects supervisor Scott Stokdyk
Grains of Sand - Building Sandman - Details the challenges Sony Pictures Imageworks faced in creating the iconic villain
Re-Imagining the Goblin - Explores the changes in the New Goblin character from page to screen
Covered in Black ?Creating Venom - Follows the cinematic creation of Spider-Man's archrival
Hanging On?Gwen Stacy and the Collapsing Floor - Where stunt coordinator Scott Rogers explores the logistics of the dangerous stunt performed by Bryce Dallas Howard
Fighting, Flying Driving ?The Stunts - Wherein Stunt Coordinator/2nd Unit Director Dan Bradley and Stunt Coordinator Scott Rogers provide a behind-the-scenes peek at the various gags in the film
Tangled Web: The Love Triangles of Spider-Man 3
Wall Of Water - where the viewer is taken into the creation of one of the biggest stunts in the film
On Location Cleveland ?The Chase on Euclid Avenue
On Location New York ?From Rooftops to Backstreets
The Science of Sound
Inside The Editing Room
Theatrical TV Spots From around the World

Soundtrack CD available