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Peter Parker (Tobey Maguire) finally has the girl of his dreams Mary Jane Watson (Kirsten Dunst) and New York City is in the throes of Spider-mania! But when a strange alien symbiote turns Spider-Man s suit black his darkest demons come to light changing Spider-Man inside as well as out. Spider-Man is in for the fight of his life against a lethal mix of villains the deadly Sandman (Thomas Haden Church) Venom (Topher Grace) and the New Goblin (James Franco) as well as the enemy within himself.