Spider-Man (Tobey Maguire Fan-Redo)

I know that Spider-Man 3, which came out in 2007 from Sony Pictures, got very bad reception and reviews. However, this page will express what I think they could have done with the source material, the script, and the characters, instead of making it one huge mess with thousands of plot holes and plot lines, as well as my ideas for Spider-Man 4, 5, and 6. This is fan-made and I will be doing my own Spider-Man 4, 5, and 6. I love and appreciate the character of Spider-Man and he has always been one of my favorite characters of Marvel Comics. DO NOT EDIT UNLESS WITH THE PERMISSION OF HASAMU JENKINS.

Spider-Man (2002) and Spider-Man 2 (2004) are still one of my favorite comic book movies of all time. I would change a few things though.

Like always, the movies are directed under the brilliant mind of Sam Raimi

Spider-Man (2002)
What I would have changed: Story would be the same, just with Shocker as a side villain and a cool bank robbery scene to come with it.
 * Tobey Maguire as Peter Parker / Spider-Man
 * Kirsten Dunst as Mary Jane Watson
 * William Dafoe as Norman Osborn / Green Goblin
 * J.K. Simmons as J. Jonah Jameson
 * James Franco as Harry Osborn
 * Rosemary Harris as Aunt May
 * Matt Damon as Herman Schultz / Shocker
 * Cliff Robertson as Uncle Ben
 * Elizabeth Banks as Betty Brant

Spider-Man 2 (2004)
What I would have changed: I would have not included John Jameson in this movie. I would keep Mary Jane supportive to Peter and loving him. I would also change the train scene; how people find out Peter is Spider-Man. I would just have a fight between Spider-Man and Doctor Octopus and afterwards, Peter wakes up in Harry's mansion (like how it was originally).
 * Tobey Maguire as Peter Parker / Spider-Man
 * Kirsten Dunst as Mary Jane Watson
 * James Franco as Harry Osborn
 * Alfred Molina as Dr. Otto Octavius / Doctor Octopus
 * J.K. Simmons as J. Jonah Jameson
 * Rosemary Harris as Aunt May
 * Dylan Baker as Curt Connors
 * Elizabeth Banks as Betty Brant

Spider-Man 3 (2007)
What I would have changed: I would have changed so many things with this film; first off, make Mary Jane supportive of Peter and this is the movie where since Peter reveals his identity to Mary Jane in the second film, Mary Jane becomes more and more worried about how being Spider-Man may end up killing him some day (no Gwen Stacy or Captain Stacy, and no "Sandman killed Uncle Ben" bullshit). Have that personal conflict with Peter, as Harry will tell Peter he "forgives" him for "killing" Norman and pretends to Peter that everything is cool between them. Peter would think things are great between him and Harry, but throughout the whole movie, Harry is pulling the strings; he is slowly manipulating Mary Jane to love him and not Peter and slowly convincing her that Peter is not who she thinks he is. While this is happening, Peter faces the Hobgoblin (who is secretly Harry; add the iconic Hobgoblin outfit; the yellow cape with monstrous yellow face and the glider, as well as make Hobgoblin way stronger than Green Goblin ever was) and is overpowered by the Hobgoblin, even when the black symbiote is introduced and bonds with Peter. The second time Peter faces off Hobgoblin with his symbiote suit, he beats Hobgoblin to a pulp and finds out he was beating a man known as Roderick Kingsley; the new business Leibniz of New York and Kingsley is innocent; Peter finds out Kingsley was framed and the real Hobgoblin is still out there. While the symbiote (which in this movie; will be Norman Osborn's legacy) makes Peter angrier and more aggressive, Harry uses this chance to manipulate Mary Jane even more; try to convince her that Peter only cares for himself and not for her. During these strings being pulled and Harry slowly destroying Peter's life by even ruining his reputation as Spider-Man, Eddie Brock and Sandman will still be in this movie as a whole; Eddie Brock will be a photographer at the Daily Bugle (and no Topher Grace; have Jeremy Renner play him, as Renner looks a lot tougher than Maguire and will make Brock look stronger than Peter) and is the representation of everything Peter hates; Eddie stalks Mary Jane, he lies, and cheats just for a better job at the Daily Bugle and a "better life" for himself. Eddie is more of a counterpart of the story. Keep that scene where Peter pushes Eddie to the wall, but since it is Jeremy Renner playing Eddie Brock, it will have more of an effect because Renner looks tougher than Maguire and Peter will be dominating someone who looks tougher than he does. And for Sandman; keep him being a misunderstood criminal who just wants to help his dying daughter. Have a fun robbery scene between him and Spider-Man and how the black-suited Spider-Man is preventing him from helping his poor daughter. At one point in the film and when things are getting tense between Peter and Harry, Peter finds out that Harry has been pulling these strings all along; with framing Roderick Kingsley, an innocent man, manipulating Mary Jane into hating Peter, and ruining his reputation as Spider-Man. Peter finds out that Harry is the real Hobgoblin and goes into a rage; the black suit causes Peter to hit Mary Jane and lose Eddie his job, as well as his life. Peter realizes Harry was probably right about him being too violent to be with Mary Jane; the symbiote has changed his life and made him into a monster. However, Mary Jane goes by herself and tells Peter to stay away from her. The final battle happens; as Harry has been tearing down Peter's life behind the scenes this entire movie, he has been watching Sandman in the news causing havoc and researches his profile; he was charged for a crime he did not do and has a daughter dying, as well as a wife who does not love him. He also finds out that Spider-Man has ruined Sandman's life by preventing him from robbing a stock exchange just to help his daughter. Harry finds Sandman and pays him loads of money to work with him to kill Spider-Man. Harry kidnaps Aunt May as Hobgoblin, which gives Aunt May flashbacks of when Green Goblin hurt her in the first film of the trilogy. Peter has the final showdown with Harry and Sandman with the black suit and Mary Jane is watching, as well as the whole city. Jameson is there, Eddie is there, watching the one who ruined his life. Peter beats Sandman to a pulp and there is a moment between Spider-Man and Sandman; Sandman pleads to Spider-Man that he just wants to help his dying daughter, but Peter with the black suit just leaves Sandman there without saying a thing. Peter tries to convince Harry to let Aunt May go and Harry tells Peter that he will kill Aunt May for revenge of Peter killing Harry's parental figure. Peter and Harry's final showdown happens and Mary Jane watches, as well as Sandman. Peter overpowers Harry with the help of the symbiote and almost kills Harry. Peter realizes his wrong and that the symbiote is changing him. There is a moment between Peter, Harry, and Mary Jane; Harry realized his wrong as well; he is trying to kill Aunt May, who has always been supportive of Harry and treated him like her own son and he is hurting Mary Jane. Peter then reveals the truth; he was not the one who killed Norman; Norman killed himself. Harry comes to realize that Peter is not the villain; he is. Harry then takes a bomb, as Aunt May and Mary Jane run to a safe distance and kills himself. Peter then screams and is left with agony and depression. Sandman tells Peter about his daughter and Sandman ends up fleeing the city to get off the radar to prevent himself from causing anymore havoc. Peter goes to the church to take off the black suit and is angry; he wants to out of his body, but the symbiote fights its hardest to keep itself on Peter's body. Eddie is there, praying to God to fix his life (but not crying). Eddie hears Peter in the church trying to take the suit off and finds out Peter and Spider-Man are the same person. The symbiote latches onto Eddie and keep the transformation violent; the symbiote is angry at Peter for abandoning it and seeks another host to feed emotions off of and that host is Eddie Brock. Eddie Brock becomes Venom and the screen cuts to black, as the movie ends there... There would be one after credits scene of Mary Jane singing in that nightclub and singing a slow dance song. Peter comes in and Mary Jane sees him and cries. Mary Jane and Peter dance together and Peter apologizes for everything he has done and tells MJ he is responsible for Harry's death. Mary Jane denies that and tells Peter that they will never forget Harry; the Goblin legacy changed Harry for the worst, but Harry is in a better place now...
 * Tobey Maguire as Peter Parker / Spider-Man
 * James Franco as Harry Osborn / Hobgoblin
 * Kirsten Dunst as Mary Jane Watson
 * Jeremy Renner as Eddie Brock Jr.
 * Thomas Haden Church as Flint Marko / Sandman
 * J.K. Simmons as J. Jonah Jameson
 * Robert Downey Jr. as Roderick Kingsley
 * Rosemary Harris as Aunt May
 * Dylan Baker as Curt Connors
 * Elizabeth Banks as Betty Brant

Spider-Man 4 (2011)
What I would do with this movie: Have the film take place 2 years after Harry's death; Peter is now a grown adult and out of college (but still interacting with Dr. Connors), being married with Mary Jane (having a flashback scene with Peter proposing to Mary Jane prior to the events of Spider-Man 3) and giving birth to a child who they name May Parker. The story would revolve around Peter being a more experienced Spider-Man, however; the city is still in shock of Spider-Man's violent actions during his time with the black suit. Spider-Man works on tying loose ends together and redeeming himself, but is distracted when he has been seeing Venom around the city; a monstrous symbiotic figure who comes to haunt Peter's life and his past with the symbiote, reminding him of all the mistakes he made; with wronging Sandman and causing Harry to kill himself, Peter tries to bury his past with the symbiote. Peter tries to track down Venom, but finds out it is Eddie Brock, coming back to try to make Peter's life hell by means of infecting innocent people with the symbiote and causing a city-wide evacuation because of how Peter tore down Eddie's life in Spider-Man 3. Spider-Man and Venom go toe-to-toe, while Spider-Man does a good job from keeping Eddie unaware of Mary Jane's existence. Spider-Man is on the race against time to save the city from being fully infected by the symbiote and with the help of Dr. Connors and new world-renown scientist, Miles Warren, Peter believes he can save the city once again. This movie would be close to a horror film; Peter is forced to face the dark reflection of himself; Venom, who is basically his dark past coming back to haunt him. Add Mysterio as a side villain in the beginning before all this city chaos goes on; Bruce Campbell cameod as a wrestler announcer in the first movie, a chauffeur in the second movie, and a French restaurant waiter in the third movie; he is revealed to be Quetin Beck, a master magician who created multiple identities for himself in hopes to steal Spider-Man's fame; now DON'T give him a backstory; he's just a creepy dude who wants to steal Spider-Man's fame. Spider-Man easily defeats him in the beginning of the movie and Spider-Man, along with the police laugh it off afterwards. And add Ashley Kafka as Eddie's girlfriend who Eddie infects. The whole movie is Peter going through a dark-infected New York City and must once again hide his beloved Mary Jane and child from Venom. At the end of the film, Spider-Man is left with Connors losing his last arm and Venom managing to infect half of New York's population. However, Spider-Man and Warren has worked on a machine to project over Manhattan in order to wipe out the infected without killing their hosts. Spider-Man faces down Venom in the final showdown and loses. Peter is hopeless, but begs the symbiote to come in contact with him once more and Peter has an internal face-off; he sees Uncle Ben and Harry both. These two major deaths in his life motivated him as Spider-Man. They both tell him to not give up and not give in to the symbiote again as a last resort to defeat Venom; use his heart. Spider-Man manages to defeat Venom and gets the symbiote off of Eddie, but Eddie wants more; Eddie tells Peter the symbiote loves him, but Peter tries to go and convince Eddie that the symbiote is evil and only wants a pawn to do its dirty work for it. Peter destroys the symbiote, but Eddie jumps in and kills himself when Peter throws a bomb in. The film ends with the device Spider-Man and Warren created disconnecting the symbiote from all the infected citizens. The city, including even Jameson, thank Spider-Man for his service to the city once more; Ashley Kafka goes to Stryker's Island, Peter comes home to Mary Jane who he managed to keep safe throughout the movie (as Eddie almost found out about Mary Jane), and Connors is nowhere to be seen until the end of the movie; he is in his office under the request of the NYPD and he injects the animal-human hybrid serum he has been working on to cure his arm, so he injects it in both lost arms and the screen cuts to black when his eyes turn into that of a lizard's...
 * Tobey Maguire as Peter Parker / Spider-Man
 * Kirsten Dunst as Mary Jane Watson
 * Jeremy Renner as Eddie Brock Jr. / Venom
 * J.K. Simmons as J. Jonah Jameson
 * Rosemary Harris as Aunt May
 * Dylan Baker as Curt Connors
 * Michael Keaton as Dr. Miles Warren
 * Keira Christina Knightley as Ashley Kafka / She-Venom
 * Elizabeth Banks as Betty Brant
 * Bruce Campbell as Quetin Beck / Mysterio

Spider-Man 5 (2013)
What I would do with this movie: Takes place two years after the fourth film, where Peter is now 24 years old and his daughter is 4 years old and a little more grown than before. Peter officially quits his staff job, telling Jameson it has "been a good run" and that he will always cherish working at the Daily Bugle and remember working for Jameson. Jameson, although he always joked about firing Peter throughout the years, admits he will miss Peter. As this happens, Jameson already found a replacement for Peter's staff position; a professional photographer and public speaker known as Ned Leeds, who Peter befriends and becomes close to throughout the movie, even eventually introducing Rudd to Mary Jane and his daughter. With quitting the Bugle, Peter goes to work for Dr. Miles Warren, who offers him a job after Curt Connors has gone missing ever since the horrific New York epidemic with the black symbiote. Peter grows worried for Connors and at first, Peter goes out to try an find where Connors is, as the case is so big that the NYPD has become involved with the case and introduces Spider-Man to Jean DeWolffe, a detective at the NYPD who befriends and forms a partnership with Spider-Man to help Spider-Man in finding Connors. Spider-Man eventually finds Connors holed up in an underground laboratory, where Connors has gone completely insane; he has conducted multiple experiments on himself and plans on conducting experiment on the disabled as he believes his lizard-human hybrid serum will save lives. Spider-Man goes after Connors, who dons the Lizard vendetta and causes rampage in the city. The movie will be a physical and mental conflict between Spider-Man and the Lizard; physical being obviously that the Lizard is much stronger than Spider-Man, but mental because of how the serum has changed Connors for the worst. Introduce Connors' son, Billy Connors, and how Spider-Man could use Connors' son to help take down the Lizard and bring back the Connors who was once his trustworthy companion and former college professor. In the movie, Peter will be dealing with protecting his wife and daughter and fighting to his limit to protect his daughter and even Mary Jane at all means necessary. Spider-Man eventually finds out that the Lizard has an underground population where he has been conducting experiments on innocents and Connors, manipulated by the serum, believes that the symbiote made the hosts crazy and violent; however, the lizard-human hybrid serum makes the hosts open their minds and heal from their wounds and disabled consciences. Have a final battle between Spider-Man and the Lizard and Spider-Man trying to convert the normal Connors back to his true-self, with DeWolffe and her unit protecting the whole city from the Lizard's "army". Spider-Man, with the help of Warren, who has been helping Spider-Man and Peter (not being aware of the two being the same people) throughout the movie, creates an anti-serum, which cures Connors and could cure Connors's secret lizard population. Afterwards, Connors is not the same person he was before injecting the serum; he is crazy and needs help. He gets taken to Stryker's Island where he would be physiologically taken in for evaluation and with his son in despair of losing a father figure, Spider-Man relates and takes Billy under his wing and adopts him for Mary Jane and him to continue raising. The film ends with Peter and Mary Jane playing with both Billy and May...
 * Tobey Maguire as Peter Parker / Spider-Man
 * Kirsten Dunst as Mary Jane Watson
 * Michael Keaton as Dr. Miles Warren
 * Dylan Baker as Curt Connors / The Lizard
 * Paul Rudd as Ned Leeds
 * Angelina Jolie as Detective Jean DeWolffe
 * J.K. Simmons as J. Jonah Jameson
 * Mia Talerico as May Parker
 * Elizabeth Banks as Betty Brant
 * Cameron Boyce as Billy Connors
 * Rosemary Harris as Aunt May

Spider-Man 6 (2016)
What I would do with this movie: Five years after Curt Connors is put in a special holding in Stryker's Island, Peter has softly retired as Spider-Man; he only comes to be Spider-Man if a major villain arises and since him and DeWolffe have a newfound trust, he leaves the work to DeWolffe and the rest of the NYPD; Peter spends more time raising May and the adopted Billy Connors, who has grown up since the last movie and has come to terms with his father being the Lizard, as well as hang out with his best friend, Ned Leeds. Peter and Mary Jane, after finding a house for sale at the end of the last film, live on the suburbs in Queens, visiting Aunt May frequently, as Aunt May has Alzheimer's and is getting older each day, causing Peter to be heartbroken, but still lives his life as Peter Parker the way he wishes and takes care of his aunt. In the opening of the movie, there will be a sequence of Kraven, a famous Russian big-game hunter, who is revealed to have watch Spider-Man's every moves for years (dating all the way back to when Spider-Man was facing Green Goblin). Kraven hijacks a train in Russia to get supplies such as weapons, his famous hunting rifle, and his iconic suit straight from the comics. Kraven kills all the people in the train and this scene would show how brutal and strong Kraven is; he is more than a human; he is a ruthless hunter with no remorse whatsoever. Kraven has one plan; an attack on New York with the help of his Russian army and one prize; Spider-Man, who he wants as his last trophy and last hunt. In the movie, while Peter is enjoying his life with his children and Mary Jane in Queens, DeWolffe and her unit is tracking down a Russian cartel, who has appeared in New York all of a sudden, even after five years of no major gang activity in New York. DeWolffe goes after a case that ties to the Russian cartel; a cat burglar who calls herself the Black Cat has been stealing from many homes, especially the wealthy of New York, including Roderick Kingsley, the victim of Hobgoblin from the third film. Kingsley reports to DeWolffe and DeWolffe comes to the conclusion that Black Cat has been stealing from home and the Russian cartel is led by Aleksei Sytesevich, a master criminal. Peter dons his suit once more to aid DeWolffe and goes after both Black Cat and the Russian cartel, but Black Cat seems flirtatious with Spider-Man, trying to get close to him, which Mary Jane does not approve of. Spider-Man also goes after the Russian cartel, but in the behind the scenes; Kraven has blackmailed Black Cat and given her a grand amount of money (and this is where it is revealed that Black Cat is actually Felicia Hardy, one of New York's most wealthy suitors, who has past ties to several gangs in New York) to rob all of Kingsley's money (so that Kraven can get more supplies and resources to completely tear down New York because of Spider-Man and how the city is too corrupt to be alive). However, Spider-Man and Black Cat suddenly team up, as Black Cat tells Spider-Man that Kraven has blackmailed her and when things start to get heated up in the movie; Kraven's army has already arrived in New York. Spider-Man and Black Cat realize that they are overpowered, so they go to DeWolffe to send the SWAT and Special Forces in to deal with the Russians, while Spider-Man and Black Cat try to track down one individual who will probably lead them to Kraven; Aleksei Sytesevich. Spider-Man and Black Cat confront Sytesevich, but Sytesevich reveals that the Russians have special tech known as the RHINO. Sytesevich uses the Rhino tech and tries to kill Spider-Man and Black Cat, but fails. Spider-Man puts down Rhino after a hard battle, with Spider-Man realizing that he has lost his touch from softly retiring. Black Cat warns Spider-Man of Kraven and that since Spider-Man left the "city to rot", he has lost his touch and is not ready for the real fight just yet. Spider-Man takes this for granted and gives Sytesevich in, who horrifically tells Spider-Man, Black Cat, and DeWolffe of what Kraven will do to the city; Spider-Man will be killed and the city will be destroyed. Spider-Man, out of a blind rage, pummel Sytesevich, which DeWolffe does not approve of and tells him to calm down and that DeWolffe has not heard from the Special Forces or the SWAT ever since sending them out after the Russians. DeWolffe finds out the cold-hard truth; half of the men she sent in are now dead; Kraven is already in New York. Spider-Man and Black Cat swing to his whereabouts and go after the Russians, who are more advanced and skilled than any regular gang member in New York. The two end up defeating the Russians and meanwhile, Ned and Mary Jane both become very worried about where Peter is and Mary Jane, keeping her promise to Peter, does not reveal to Ned of Peter's identity as Spider-Man. Spider-Man and Black Cat see Kraven alone in the underground and Spider-Man goes in, but Black Cat locks Spider-Man in and Spider-Man tries to get out and asks her why she locked him in and is leaving him; Black Cat tells Spider-Man, "I'm leaving you, as you left New York all these years". Kraven approaches Spider-Man and beats the shit out of him. Spider-Man puts up a good fight at first, but realizes Black Cat was right; he has lost his touch all these years. Kraven tells Spider-Man that killing Spider-Man will be his final prize and as Spider-Man tells Kraven he will not get to the city, Kraven proves him wrong by telling Spider-Man that the Russians are already in the under-barriers of New York and are already compromising the city; Spider-Man is defeated by Kraven and left broken and a Russian soldier is about to unmask Spider-Man, but Kraven tells the Russian soldier to leave it be. Spider-Man gets up and is weaker than ever and tries to fight Kraven, but Kraven breaks his spine and as Spider-Man tries to webshoot out of the undergrounds, Kraven grabs him and stabs him in the chest, making it hard for Spider-Man to breathe. Kraven tells Spider-Man that he will burn the city and with Spider-Man dead, he will do his deed; in Kraven's eyes, he is doing New York good; throughout the years and with all the villains and evils that have raided New York (Kraven would namedrop villains like Green Goblin, Doctor Octopus, Hobgoblin, the Lizard, and Venom), New York deserves to be in the ashes, with Spider-Man buried underneath. Spider-Man is left for dead and Kraven then says, "See you later... Peter Parker". Kraven knows who Spider-Man is, as he has been watching Spider-Man for years and eventually came to catch on Peter was Spider-Man. Kraven escorts Black Cat and Black Cat watches in horror as Kraven drops all the rubble onto Spider-Man. The city is attacked by Kraven and the Russians. Kraven plots his first move; to kill all of New York's finest and richest. Kraven does that and people like DeWolffe, Miles Warren, J. Jonah Jameson, Mary Jane, and Ned are left wondering where Spider-Man is. Mary Jane cries and tells Billy and May that everything will be okay, but struggles keeping the secret from Ned, who tries to contact Peter multiple times. DeWolffe is depressed because of Spider-Man's disappearance and a lot of men in her unit being murdered by the Russians, but continues onwards. DeWolffe encounters Black Cat, who she does not trust because she knows Black Cat is working with Kraven just for the money, but Black Cat admit she made a mistake; DeWolffe and Black Cat team up to find Kingsley since he is next on Kraven's list of New York's finest. Kraven and his Russian army total up to a population of 3,000. DeWolffe and Black Cat find Kingsley and protect him from Kraven, which infuriates him. Throughout the movie, Peter will be kept alive by Russians and finds out that the Russians have been planning this attack for years; when Kraven first saw Spider-Man and Green Goblin's fight on the bridge, Kraven knew immediately that Spider-Man was a special kind of species; he was a talent to be reckoned with. In result, Kraven has been training for years to kill Spider-Man and claim him as his trophy. Peter is tortured by the Russians and in climax to the falling action of the movie, Peter has been kept alive and poorly fed for two months, as Kraven has been rigging buildings with explosives and New York has been a warzone between the NYPD and the Russians, with civilians in hiding in either their homes or killing themselves. Mary Jane worries for Peter, but knows he is out there somewhere with her children becoming more than worried. There would be an emotional scene where Ned calls Peter and asks where he is and Ned tells Peter that Ned misses Peter dearly and that his wife misses him and hopes for the best that Peter is okay. Mary Jane fears that since Kraven has been entering random homes and holding innocents hostage, Kraven will go after Mary Jane. In the movie, DeWolffe and Black Cat will be trying to find the buildings rigged with explosives. DeWolffe and Black Cat eventually find one and have one epic scene, where DeWolffe, Roderick Kingsley, and Black Cat encounter a rigged Empire State Building where over 30 hostages are held, including that of Miles Warren and a couple other Bugle employees like Ned and Jameson. The three would free all the hostages, but Kraven rigs the explosive and they have to escape by going through dangerous, life-threatening obstacles. They would eventually escape and it would be cool to see all the Spider-Man supporting characters uniting to fight for their lives. Jameson and Ned would go to the Bugle, where Kraven is hitting next and Warren would act suspiciously odd throughout the movie (which I will explain later). DeWolffe and Kingsley would find the location of Spider-Man. When they sneak in past the Russians, DeWolffe and Kingsley are surprised to find Spider-Man not there. Peter has successfully snuck out and found his costume. Kingsley and DeWolffe would see a shadow of Spider-Man, but is shot at by Russians. Spider-Man tells them to escape and Spider-Man, after two months of pain and suffering, would defeat the Russians. He would escape and tell DeWolffe that he misses her, as well as her missing Spider-Man, but Spider-Man warns DeWolffe of one more rigged location; the Statue of Liberty, where Aleksei Sytesevich is holed up and is probably prepared with his Rhino mech. Meanwhile, Jameson and Ned would arrive at the Bugle, where Kraven points his gun at Jameson, but Ned gets in front of Jameson and when Kraven is about to shoot Ned in the head, Black Cat jams his gun with one of her gadgets and there is a giant fight between Black Cat and Kraven, with Black Cat remarking that Kraven played her and that she was stupid for falling into his service. Kraven is in a challenge with Black Cat, but threatens her by saying Kraven will go after her. Black Cat tells Kraven that Spider-Man is not dead and that Spider-Man will come after Kraven. Kraven almost kills Black Cat with a knife, but Ned takes Kraven's gun and shoots his knife and hands, causing Kraven's hand to be injured. Black Cat takes Jameson, Ned, and the rest of the Bugle workers out of the building while Kraven is weak. After they escape, Kraven is furious and remembers that Peter has children; Kraven goes after Mary Jane and the Russians reveal that Mary Jane is living somewhere in Queens.
 * Tobey Maguire as Peter Parker / Spider-Man
 * Paul Rudd as Ned Leeds
 * Gerald Butler as Sergei Kravinoff / Kraven
 * Kirsten Dunst as Mary Jane Watson
 * Anne Hathaway as Felicia Hardy / Black Cat
 * Angelina Jolie as Captain Jean DeWolffe
 * Micheal Keaton as Dr. Miles Warren
 * Colin Firth as Aleksei Sytsevich / Rhino
 * Robert Downey Jr. as Roderick Kingsley
 * Mia Talerico as May Parker
 * J.K. Simmons as J. Jonah Jameson
 * Cameron Boyce as Billy Connors
 * Rosemary Harris as Aunt May