The superhero battles a space sludge, which causes his suit to turn black and enhances his powers, but also begins to take over his personality; meanwhile, the man who caused his uncle's death becomes Sandman; and the New Goblin is out to avenge his father's death.


Tobey Maguire Peter Parker/Spider-Man
Kirsten Dunst Mary Jane Watson
James Franco Harry Osborn/New Goblin
Thomas Haden Church Flint Marko/Sandman
Topher Grace Eddie Brock/Venom
Rosemary Harris Aunt May Parker
J.K. Simmons J. Jonah Jameson
James Cromwell Captain Stacy
Dylan Baker Dr. Curt Connors
Elizabeth Banks Betty Brant
Bruce Campbell Maitre d'
Emma Raimi Girl with Camera
Lorne Raimi Boy at the Final Battle No. 1
Henry Raimi Boy at the Final Battle No. 2
Samantha Ressler Girl at the Final Battle
Alan Cohn Jazz Club Musician
Dan Callahan Jazz Club Musician
Carol Chaikin Jazz Club Musician
Dan Cummings Jazz Club Musician
Vance Hammond Jazz Club Musician
Bill Nunn Joseph `Robbie' Robertson
Marc Vann Play Producer
Joe Bays Jazz Club Manager
Gregg Daniel Precinct Detective
Rogelio T. Ramos Emergency Room Doctor
Bill E. Rogers New Jersey State Policeman No. 1
Mike Alexander New Jersey State Policeman No. 2
April Parker Test Site Technician No. 1
Andre B. Blake Crane Disaster Radio Policeman
Derrick Thomas Cop at Crane Disaster
Jessi Collins Mary Jane's Replacement
Michael McLaughlin Boy at Key to the City Ceremony
Keith Woulard Policeman at Sand Truck No. 2
Jim Coope Newsstand Patron No. 1
Dean Edwards Newsstand Patron No. 2
Margaret Laney Newsstand Patron No. 3
Toni Wynne Congratulatory Woman at Daily Bugle
Aimee Miles Coffee Shop Waitress
Tanya Sinovec Jazz Club Waitress
Christina Cindrich Test Site Technician No. 5
Emilio Rivera Policeman at Sand Truck No. 1
Ron King Jazz Club Musician
Stan Lee Man in Times Square
Michael Papajohn Dennis Carradine/Carjacker
Joe Manganiello Flash Thompson
Nasir Stewart Kid in Times Square
Kathryn Bryding Woman Outside Theater
Joe Virzi Police Detective
Edward Padilla Test Site Technician No. 2
Robert Curtis-Brown Test Site Technician No. 3
Terrell Clayton Test Site Technician No. 4
Carolyn Neff Test Site Technician No. 5
Elya Baskin Mr. Ditkovitch
Steve Valentine Photographer
Mark Kubr Jazz Club Bouncer
Lucy Gordon Jennifer Dugan