Ultimate Spider-Man 3 is a 2018 American superhero film based upon the Spider-Man comic book character.


Shortly after Otto Octavius' sacrifice, Peter Parker (Nick Palatas) plans to propose to Mary Jane Watson (Miley Cyrus), who has just made her Broadway musical debut. Later, a meteorite lands at Central Park, and an extraterrestrial symbiote follows Peter to his apartment. Harry Osborn (Robbie Amell), seeking vengeance after his father's death, attacks Peter with weapons based on his father's Green Goblin technology. The battle ends in a stalemate with Harry crashing out and developing amnesia, wiping out his memory of Peter as Spider-Man. Meanwhile, police pursue escaped convict Flint Marko (Skeet Ulrich), who visits his wife and dying daughter before fleeing again. While being chased by the police, he falls into an experimental particle accelerator that fuses his DNA with the surrounding sand, transforming him into the Sandman with powers to control sand and to deform at will.

During a public festival honoring Spider-Man for saving Gwen Stacy (Emma Roberts)'s life, he kisses her, infuriating Mary Jane. Meanwhile, Marko robs an armored car, easily subduing Spider-Man while escaping. NYPD Captain George Stacy, Gwen's father, informs Peter and Aunt May that Marko was Uncle Ben's true killer; the deceased Dennis Carradine was Marko's accomplice. Peter waits in his apartment for his police scanner to inform him of Marko and falls asleep in his Spider-Man suit. The symbiote assimilates his suit, and Peter later awakens on top of a building, discovering his costume changed and his powers enhanced; however, the symbiote also brings out Peter's dark side. Wearing the new suit, Spider-Man locates Marko and battles him in a subway tunnel. Discovering that water is Marko's weakness, Spider-Man breaks a water pipe, causing its water to reduce Marko to mud and wash him away.

Peter's changed personality alienates Mary Jane, whose career is floundering. She shares a tender moment with Harry, but leaves soon after in regret. Harry recovers from his amnesia and, urged by a hallucination of his father, blackmails Mary Jane into breaking up with Peter. After Mary Jane tells Peter that she loves "somebody else", Harry meets with Peter and claims to be "the other guy". Peter confronts Harry about forcing Mary Jane to end her relationship with him and spitefully tells Harry that his father never loved him. Another fight ensues, with Harry throwing a pumpkin bomb at Peter, who deflects it back, disfiguring Harry's face.

At the Daily Bugle, Peter exposes rival photographer Eddie Brock (Nick Tortorella), who created photos depicting black-suit Spider-Man as a criminal to get the staff photographer job. Peter proves that Brock has doctored the photograph, which results in their boss, J. Jonah Jameson, firing Brock and giving the job to Peter. Later, to make Mary Jane jealous, Peter brings Gwen to a nightclub, where Mary Jane now works. Realizing this, Gwen leaves the nightclub, as Peter attacks a couple of bouncers and accidentally hits Mary Jane. Peter now realizes the symbiote is corrupting him and retreats to the bell tower of a church, where he removes the symbiote, not before realising that the sound from the bell weakens it. The symbiote bonds with Brock, who is praying for Peter's death, transforming into Venom. Brock locates Marko (who survived from being washed away) and convinces him to join forces to defeat Spider-Man.

Posing as a taxi driver, Brock kidnaps Mary Jane, and holds her as bait from a web high above the girders of a construction site, while Marko keeps the cops at bay. Peter asks for help from Harry, who initially rebukes him but has a change of heart once he learns the truth about his father's death from his butler. While Spider-Man battles Brock and Marko, Harry arrives to help him with his Green Goblin technology. In the ensuing battle, Brock attempts to impale Peter with Harry's glider, but Harry jumps in the way and is impaled himself. Remembering the symbiote's weakness, Peter assembles a perimeter of metal pipes to create a sonic attack, weakening it, and allowing Peter to separate Brock from the symbiote. He activates a pumpkin grenade from Harry's glider and throws it at the symbiote, but Brock dives in and dies along with the symbiote.

Afterwards, Marko explains that Uncle Ben's death was an accident, and that his uncle was trying to help him. Uncle Ben's death has haunted Marko, but Peter forgives him, and he turns into a cloud of sand and peacefully flies away. Peter and Mary Jane accompany Harry, who dies peacefully. Later, Peter and Mary Jane reconcile and share a dance.

Cast and Characters

Nick Palatas as Peter Parker/Spider-Man: A physics student at Columbia University and freelance photographer for the Daily Bugle, who gets spider-like abilities from a genetically-modified spider and uses them to take up the persona of a spider-based vigilante protecting New York City from its criminal underworld.

Miley Cyrus as Mary Jane Watson: A Broadway actress, and Peter's girlfriend.

Robbie Amell as Harry Osborn/New Goblin: The vengeful son of the late Norman Osborn and Peter's estranged best friend, who believes Spider-Man murdered his father, but after learning Peter is Spider-Man and his father was the Green Goblin, he tends to battle Peter directly as a psychopathic assassin armed with the same equipment as his father.

Skeet Ulrich as Flint Marko/Sandman: A small-time thug with an estranged wife and sick daughter, whose struggle to rob for money to get his daughter treatment lures him into a freak accident that alters him into a master sand manipulator hunted by Spider-Man since he was Ben Parker's true killer.

Nico Tortorella as Eddie Brock/Venom: A rivalry former Daily Bugle journalist who is exposed by Peter for creating a fake Spider-Man image and later ready for revenge when he bonds with the symbiote, which turns him into monstrous being with the same spider-like powers.

Emma Roberts as Gwen Stacy: Peter's lab partner and good friend, who is saved by Spider-Man from falling to her death. She is also Brock's love interest.

Alexondra Lee as Aunt May Parker: Peter's aunt, who gives her nephew her engagement ring so he can propose to Mary Jane, and teaches him forgiveness.

J.K. Simmons as J. Jonah Jameson.

Owen Wilson as Dr. Curt Connors

Jennifer Love Hewitt as Betty Brant

Jeremy London as Mr. Ditkovitch

Kate Melton as Ursula Ditkovitch

Zac Efron as Flash Thompson, he is seen attending Harry Osborn's funeral.

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