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.