The seemingly invincible Spider-Man goes up against an all-new crop of villains—including the shape-shifting Sandman. While Spider-Man’s superpowers are altered by an alien organism, his alter ego, Peter Parker, deals with nemesis Eddie Brock and also gets caught up in a love triangle.

• Laura Ziskin Productions
• Marvel Studios
• Tobey Maguire
• Kirsten Dunst
• James Franco
• Thomas Haden Church
• Topher Grace
• Bryce Dallas Howard
• Rosemary Harris
• J.K. Simmons