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One of the most popular comic book superheroes of all time makes his leap to the big screen in Spider-Man, which already has wrapped up a collection of shattered box office records in its web. When student Peter Parker (Tobey McGuire) is bitten by a genetically altered spider, he gains superhuman strength and the ability to cling to any surface. Meanwhile, megalomaniacal businessman Norman Osborn (Willem Dafoe) is undergoing some changes of his own. An experimental formula has gone awry, increasing his intelligence and strength but also driving him insane. He is now the Green Goblin, Spider-Man’s arch-enemy, who will put to the ultimate test young Peter Parker’s vow to use his abilities to fight crime and help innocent people.
Two years have passed, and the mild-mannered Peter Parker faces new challenges as he struggles with "the gift and the curse," desperately trying to balance his dual identities as the web-slinging superhero Spider-Man and his life as a college student. Tormented by his secrets, Peter finds that his relationships with all those he holds dear are in danger of unravelling. His life-long yearning for M.J. (Kirsten Dunst) becomes even stronger as he fights the impulse to reveal his secret life and declare his love. His friendship with Harry Osborn (James Franco) is complicated by the young Osborn`s bitterness over his father`s death and his growing vendetta against Spider-Man. Even Peter`s beloved Aunt May (Rosemary Harris), who has fallen on hard times after the death of Uncle Ben, begins to have doubts about her nephew.
Peter Parker (Tobey Maguire) has finally managed to strike a balance between his devotion to MJ (Kirsten Dunst) and his duties as a superhero. But there is a storm brewing on the horizon. When his suit suddenly changes, turning jet black and enhancing his powers, it transforms Peter as well, bringing out the dark, vengeful side of his personality that he is struggling to control. Under the influence of the suit, Peter becomes over-confident and starts to neglect the people who care about him most. Forced to choose between the seductive power of the new suit and the compassionate hero he used to be, Peter must overcome his personal demons as two of the most feared villains yet, Sandman and Venom (Thomas Haden Church and Topher Grace), gather unparalleled power and a thirst for retribution to threaten Peter and everyone he loves.