After defeating eight-armed cyborg Doctor Octopus, Spider-Man (Tobey Maguire) faces off against a new crop of villains, including the shape-shifting Sandman (Thomas Haden Church), in the third adventure of the comic book series. While Spidey's superpowers are altered by an alien organism, his alter ego, Peter Parker, deals with nemesis Eddie Brock (Topher Grace) and gets caught up in a love triangle. Kirsten Dunst and James Franco co-star.