In which Spider-Man receives help from an unlikely ally!
5) Spider-Man and New Goblin vs Sandman and Venom
The Fighters:
- Spider-Man, aka Peter Parker. Back in his red & blue outfit. Played by Tobey Maguire.
- The New Goblin, aka Harry Osborn. About half his pretty face got burned real ugly in the last confrontation, but considering the size of the explosion he was lucky that’s all he got. Playing the hero this time. Played by James Franco.
- Armed with: His full bag of tricks.
- Sandman, aka Flint Marko. He’s using the excessive amount of dirt in the vicinity to make himself bigger and denser than ever. Played by Thomas Haden Church.
- Venom (he’s never called that in the movie), aka Eddie Brock, Peter’s sleazy rival. Brock’s role here is roughly the same as in the comic– disgraced journalist blames Peter Parker & Spider-Man for his troubles, even though they’re really his own fault– but the character has been subtly tweaked to be a “dark,” conscience-free version of Peter even before his transformation (the casting of Grace enhances this, considering the comic Brock has a physique much closer to, well, Thomas Haden Church’s). After Peter expelled the symbiote suit from his body, it bonded with the nearby Eddie*, creating a monster with every reason to hate Spider-Man. As Venom, Brock sports an altered version of the black Spidey costume, and boasts physical strength and black webbing that are superior to Spider-Man’s. Missing from the comic book is how the symbiote allows Venom to bypass Peter’s spider sense, and the unnerving way Venom, being two personalities in one body, refers to himself as “we.” Played by Topher Grace.
Kirsten Dunst’s Mary Jane is along as the bait yet AGAIN. She helps out a smidgen this time, but mostly her role in this consists of falling through the sky over & over. Oddly, the movie never addresses the fact that the big obstacle between her and Peter in the first two movies is how her being close to Spider-Man could make her a target, and yep, that’s exactly what happens here. Speaking of which, how come nobody else in New York ever asks why this lady keeps getting held hostage by supervillains looking to rumble with Spider-Man? The first and third kidnappings were quite public, and the police at least knew about her abduction at Doc Ock’s lair in part 2.
[*Eddie was nearby because, in an amazing coincidence, he just happened to be downstairs in the church while Peter was ridding himself of the symbiote. Everything creepy & weird about Brock is encapsulated in how he a) went to that church to pray for God to murder Peter Parker for him, and b) he addresses Jesus as "sir."]
The Setup: Fairly involved. Having worn the suit for too long, Peter eventually hit rock bottom and accidentally hit Mary Jane after an evening spent emotionally humiliating her. Knowing that the suit is enabling his behavior, he tries to take it off, but it resists, having bonded too closely. Only the ringing of a nearby church bell seems to stun it long enough to him to escape its grasp. (This is actually straight from the source material.) The suit desperately heads for the nearest replacement host, who happens to be Eddie Brock.
Soon enough, the suited Venom finds Sandman (… somehow) and offers an alliance, seeing as they have a mutual interest in stopping Spider-Man. One would think that Marko would have every reason to stay faaaaaaar away from Spider-Man, actually, but instead this noble victim of tragic circumstance immediately agrees to team up with psychopathic alien monster so they can murder a hero together. Makes perfect sense.
Rather than opting for something sensible like sneaking into his house at night and stabbing him, the two abduct Mary Jane and dangle her from an enormous web structure atop a construction site. Yes, a superhero fight at a construction site, sorry to blow your mind. When the news cameras show up, the villains ensure their invitation is suitably blunt.

Another weird thing about Eddie Brock was that he took the COMPLETE wrong lesson away from reading Charlotte’s Web
Between the two of them, no police are able to get close enough to effect a rescue, and apparently the city’s National Guard unit was on field maneuvers or something.
Meanwhile, Peter correctly figures this is too much for him to handle alone and goes to Harry to ask for help. Harry lays on the guilt trip again, but rather than apologizing or quite reasonably pleading self-defense, Peter offers a simple “she needs us.” Harry waves him off, but later on his elderly butler strolls in and offers his unsolicited medical opinion on how Norman’s wounds were clearly caused by his own glider, so maybe Harry should get over himself already.
Still, Spider-Man shows up alone, though the gathered crowds still cheer him and he takes a second to pause before Old Glory one last time. He makes his way to where MJ’s being held in a taxi suspended high up and tries to comfort her, but Venom ambushes him shortly after.
The Fight: With his advanced speed & strength, Venom shuts Spider-Man down pretty quick, and pins him to a bed of webbing dozens of feet below Mary Jane’s taxi. Revealing his face, Eddie taunts his rival for a bit, urging him to remember the humiliation he put Eddie through. Ever lacking in his comic counterpart’s verbal dexterity, Peter just sits there silently, rather than reminding Eddie that he only “humiliated” the guy in response to false & defamatory pictures Eddie made of him. Oh, and also while under the influence of the very same suit Eddie’s wearing now. But whatever. Not like he’s persuadable by logic at this point.
All this monologue-ing gives Mary Jane plenty of time to retrieve a loose brick and drop it on the back of Venom’s head just before he delivers the killing blow. While Venom shrieks, Spidey breaks free from the webbing and fights back, causing both to lose their footing. As they tumble through the air, they have a silly but fun mini-battle, slugging it out and launching web projectiles at each other in free-fall. Spider-Man tries valiantly but the villain largely gets the better of him here, finally restraining the hero once again. Peter eventually frees himself but doesn’t web away in time to entirely negate the impact of his fall… in a pile of sand. Ruh roh.
Soon enough the ground itself starts moving, and Sandman emerges, bigger than ever.
Our hero avoids Marko’s lumbering swings for a while, then heads back up to rescue Mary Jane, who’s started to fall through the webbing. This leads him wide open to getting blindsided by Venon again (priorities!), and the villain pins him on a girder, then hops down and holds him in place from behind via webbing around the neck.
Sandman repeatedly brings his huge fist down on Spider-Man, slowly pounding the life out of him as the crowd (and one particularly overwrought newscaster) watches in dismay. But just before Marko rears back for the final blow, a small projectile lodges in his neck from off-screen. As the background music fades to hear its rapid beeping and the camera zooms in, we see it’s one of those damned pumpkin bombs.
Hooray! Harry showed up after all. It’s the most predictable Marvel Team-Up ever, but Raimi juices it up with the expert timing of the grenade reveal. As Sandman reels in pain from his half-exploded head, the New Goblin flies by and knocks Venom down for good measure. Raimi continues his directoral swagger by having the inspirational hero music play up as Harry rises dramatically on his glider and offers his friend a hand.
Back to back, the two get to work immediately. Harry first uses the momentum from his board to spin Spidey into a perfectly timed kick at a leaping Venom, then he turns his jets directly onto Sandman, super-heating a good chunk of him into glass.
They fly up together and Peter gets dropped off to save their mutual ex-girlfriend, who had started falling down again. They have a bit of a tender/awkward moment as he drops her off higher in the same building (not down below with the police to keep her safe or anything, that would be crazy) and returns to help Osborn deal with Sandzilla, which only gets him punched and knocked down into a half-finished building.
Apparently tiring of this, the Goblin gets sufficient distance from Marko, and fires two missiles at him. Both hit their target with sufficient force to make him topple and break.
Meanwhile, Spider-Man is left alone in a half-finished building, searching for the elusive Venom. After creeping the hero out by making noise from unseen places, he soon reveals himself and smacks the hero down effortlessly, then webs him up once more.

Maybe James Cameron’s infamous “web bondage” script wasn’t so crazy after all
Eddie draws out Peter’s execution again, and Peter tries to talk him out of it, telling him he knows all too well the rush of evil power the suit can provide. In a line that perfectly straddles ridiculous and brilliant, Eddie calmly says “I like being bad. It makes me happy.”
Before he can skewer his nemesis with a length of jagged steel, he’s disarmed by two of Harry’s pumpkin blades. The Goblin himself flies in soon after, attempting to stab Venom with the blades in his own glider. Venom dodges and uses his webbing to seize the glider for himself. As Harry falls, he knocks over a few steel bars on the way down, the clattering of which has a brief but noticeable effect on the villain.
Venom leaps over to stab the still-trapped Peter with the glider, but Harry, taking one for the team one last time, leaps into Venom’s path and takes the blades instead, dying the same way his father dead but for the exact opposite reason. Bummer.
His friend’s sacrifice gives Peter enough strength to break free. He hits Venom pretty hard, and keeps him down by using the nearby metal poles to create a constant cacophony– boy genius Peter Parker has been able to deduce that the symbiote is weak against extremely loud noises. Spider-Man wastes little time exploiting this and, in one continuous CGI shot, shoves several poles into the ground around Venom and keeps clanging them together, effectively creating a “cage” of sound. It’s nifty.

Good thing it’s not a JOHN Cage of sound, as that would have accomplished very little
The symbiote roils in ever-escalating pain, and when it contorts itself loosely enough, Peter uses his webbing to pull Brock out of it. Meanwhile it becomes a big ugly mess, towering into an even more monstrous form. Spider-Man shrinks it back down with one more clang, and flings one of Harry’s spare pumpkin bombs into the writhing mass. Conveniently, Eddie tries to jump back in to save it, and dies in the same explosion that also destroys the suit.
Oh, and afterward, Harry dies in Mary Jane’s arms, and Marko shows up again in more human form but he and Peter just talk it out. Yawn.
This fight scene is basically Spider-Man 3 in miniature: it’s epic, overstuffed, convoluted, clever, and occasionally awesome. The setting is the very definition of generic, but it’s used well enough. You get the real sense of Spider-Man being overmatched by either of the villains separately, let alone together, thus making Harry’s arrival even more welcome– cheesy as it may be. The two friends make a good team, fighting not just alongside each other but cooperatively at a few key points.
But all the creative thinking on display contrasts pretty starkly with just how repetitive and uninspired the staging frequently is. For instance, it’s easy to lose track of how often Venom HAD his nemesis dead-to-rights only to delay giving the final blow juuuuuust long enough for some outside interference to give Spidey a break. After the third or fourth time that happens, the suspense dries out pretty quickly. Similarly, Mary Jane repeatedly finds herself nearly falling to her death– not to mention this whole setup of her as the hostage/bait to kick off the climax was done in each of the previous two films. And Harry’s sacrificial death is the least surprising thing this side of a Scooby Doo episode.
It’s flawed and ambitious, but big enough to make a fitting end to Raimi’s Spider trilogy.
Grade: B+
Coming Attractions: Let’s get mental.
Tagged: melee, Spider-Man 3, superheroes
