The Amazing Spider-Man 3

"His greatest battle continues."

- Tagline for the film

The Amazing Spider-Man 3 (released as The Amazing Spider-Man 3: The Octopus Chronicles in some markets) is a film that will be released in 2016. It stars Andrew Garfield as Peter Parker/Spider-Man.

Synopsis
Peter Parker is still trying to be Spider-Man, but he is still grieving over Gwen's death and cannot find himself to keep being the superhero. He's trying to leave Spider-Man behind, but five villains are rising, and there is no one to stop them. Peter must find a way to return to being Spider-Man, but all of his spider powers except for his Web Shooters are gone. With only the help of his friend, Mary Jane Watson, will he be able to regain his power, or will the villains overcome him?

Plot
Immediately after the second film, Spider-Man battles the Rhino. He immediately grows weak, and is defeated by the Rhino. The Rhino attempts to unmask Spider-Man, but Peter quickly swings away on his web. He then visits Gwen's grave once more, and then throws his Spider-Man suit into a trash can.

Two years later at Oscorp, Dr. Otto Octavius successfully builds a harness that gives the user four extra tentacle-like robotic arms. He tries to impress a girl named Mary Alice Anders, but a scientist accidentally creates an explosion. Octavius does not survive the explosion, but the mechanical arms fuse to his body and connect with his brain. The arms allow him to stay alive. He can now communicate telepathically with the arms, and he gives the ends of the tentacles the ability to change into different weapons.

With Spider-Man gone, the police department is having bad luck catching criminals, and Peter can barely remember his life as Spider-Man. Now in college, Peter has befriended a girl named Mary Jane Watson, a girl who dreams of being an actress. He has a part-time job at the Daily Bugle, but he seems to be on thin ice and must get a picture quickly. J. Jonah Jameson, the publisher at the Daily Bugle, finds Spider-Man's suit after crashing into a junkyard, and runs back to the Daily Bugle to report the news immediately.

Peter keeps trying to find something interesting to take a picture of, but soon discovers that his Aunt May is having problems at the bank. Peter tries to help her, but Dr. Otto Octavius breaks into the bank and attempts to rob it. Peter finds his Web Shooters in his pockets and tries to attack Otto, but his cover is almost blown. He does, however, successfully take a picture of the robbery. When he gives the picture to Jameson, Jameson realizes that he is Dr. Otto Octavius, or as the fellow scientists at Oscorp called him, "Doctor Octopus."

Peter goes to the basement to try to learn more about his father and discovers a video. He sees two children playing around at a picnic, one of those children being himself. The video then shows some of his family and another family as well. Aunt May comes down and tells him that the other child is Eddie Brock, and that his father worked with Richard Parker. Peter finds Eddie at a nearby college and asks him some questions. Eddie then shows him something that their fathers discovered, "The Inheritance." Peter asks if he can look at it, and Eddie says yes.

After he is finished studying "The Inheritance," he goes back to return it at the college. However, one drop of it falls onto Peter and bonds with him, turning him into a monstrous version of Spider-Man. Peter bangs the monster's head against a bell and successfully gets "The Inheritance" off himself and back into the container. Watching all of this on security footage, Eddie steals "The Inheritance" because he wants to be like Spider-Man, but it turns him into an extremely evil version of the monster instead.

Peter decides to return to being Spider-Man after his incident with "The Inheritance." However, his powers are weak, and he has to make a new costume. He sees the Rhino in the streets and makes a web around him. That gives Peter time to defeat him, but the Rhino eventually breaks out. Peter then attempts to catapult a car at him using webs, but the car is too heavy. The Rhino then uses the web catapult to catapult Spider-Man, but he fails and accidentally catapults Spider-Man at himself. Spider-Man shoots webs around the Rhino's helmet, then grabs the ends of the web, jumps into a building, and pulls. He almost falls off the building, but he successfully pulls off the Rhino's headgear. He then pulls Aleksei out of the super suit and Aleksei is jailed once again.

Quentin Beck is a magician, but his act is replaced by a show starring Mary Jane, and he wants revenge on her. He finds out that Peter Parker is her friend, and due to a misunderstanding, thinks they are in love with each other. He tries to attack Peter, and Harry finds him in the process. Harry decides to hire Quentin at Oscorp because Harry wants revenge on Peter and Quentin wants revenge on Mary Jane, and he does that by trying to attack Peter.

The next day, a woman dressed in black confronts Peter with the nickname "Black Cat." She tells Peter all about Harry's plan. Peter asks Black Cat why she is telling him this, and she claims she knows that he is Spider-Man. Peter runs away, but Black Cat catches him. Venom then starts attacking the city, and Black Cat lets Peter go to put his suit on. Venom almost kills Peter, but Black Cat scratches him, making Venom move to her instead. Venom knocks Black Cat down and she screeches, making Venom run away, but not before Peter gets a picture of the battle and gives the picture to J. Jonah Jameson.

Adrian Toomes is an electronics engineer. He works for Gregory Bestman. One day, he goes to work and discovers that Bestman isn't there. A police officer tells him that Bestman has been embezzling funds, so Toomes therefore loses his job. Adrian gets mad and goes to Oscorp, stealing a suit that allows him to fly and gives him super strength. He then attacks the NYPD. Spider-Man arrives at the scene and swings the Vulture into a jail cell. The Vulture swears revenge on Spider-Man.

Peter is getting stronger again, but he is constantly reminded of Gwen. When he goes to school the next day, he finds that Mary Jane isn't there. He assumes that she is just sick until he finds a poster that says she is missing. He puts on his suit and confronts Harry at the top of the Oscorp building. He repeatedly asks where Mary Jane is, but Harry keeps replying that he doesn't know. He then disappears and is replaced by Mysterio who is holding Mary Jane at the edge of Oscorp Tower.

In an alley, Doctor Octopus is trying to hide from the police. He glances at Oscorp Tower and sees Spider-Man. His arms tell him to destroy him. Doc Ock climbs up the building and grabs Spider-Man. Him and Mysterio have an argument over who gets to destroy him. Harry is watching all of this from a security camera, and he decides to go up to the top of the tower himself.

Aleksei breaks out of prison once again and equips a new Rhino suit that is even more powerful and bigger than the first one. He runs into Oscorp Tower, shaking it. Both Mysterio and Mary Jane fall off the building. Peter escapes from Dr. Octopus, but he's too late. Mysterio and Mary Jane already hit the ground. Peter cries and seeks vengeance on Harry. First, he battles Doctor Octopus.

Doctor Octopus' arms all turn into flamethrowers and almost burn Peter. Peter uses his webs to pull off the harness and throws it to the ground, destroying it. Dr. Otto Octavius, now without his four extra limbs, is dying as he didn't survive the explosion. Peter rushes to the hospital to save him, but when he gets there, he is immediately interrupted by the Rhino. Peter battles the Rhino with Doctor Octopus in his hands.

Peter gets stronger again and this time, he successfully launches the car at the Rhino. The car damages half the suit, but the Rhino still gets up. Aleksei's face is now visible, and he rams into Peter. Peter dodges the attack with his spider sense, but drops Otto accidentally. The Rhino does not kill Otto, but hurts him badly, leaving a scar on his forehead.

Suddenly, Mysterio appears, saying he survived the fall. He gives Otto his harness back, saving him, but also turning him evil again. Peter asks how it wasn't destroyed, and Mysterio reveals that he used special effects to make it seem like the harness was destroyed, but it really wasn't. Spider-Man swings himself at Mysterio and knocks him into the Rhino. They both fall to the ground, but Doctor Octopus picks them up with his arms. Suddenly, Peter hears a loud noise, and Venom jumps on top of him. Peter kicks him off, but is now surrounded by everyone.

The Vulture escapes from prison using his super strength. He flies around the NYPD and dodges the bullets that the police officers are shooting at him. He flies right out the door and then goes up. At the top of New Yorl city, he sees that all the attention is at the hospital. He flies over there and sees Spider-Man. He swoops down, grabs Spider-Man, then drops him. Luckily, Peter swings onto the hospital before he hits the ground. The Vulture grabs him and puts him back in the middle. He flies above so Peter cannot go anywhere.

All the villains run at Spider-Man, but Harry yells, "STOP!" and Mysterio claps. Suddenly, everyone stays still except for Harry and Peter. Harry has a large knife in his hands, and tells Peter that it is time to end everything. Peter takes off his Web Shooters. Peter dodges Harry's knife attacks, but he is eventually cornered. Harry is about to kill him when Peter hears a voice. Gwen runs up to Peter and tells him that this isn't how it ends. Peter then says "thank you," and Harry turns around because he didn't know who Peter was talking to. He says that no one is there, revealing that Peter was just imagining her.

This gives Peter some time to attack Harry, who then yells "GO!" Mysterio claps again, but all the villains run at each other. All the villains get hurt badly, but mostly Mysterio. Mary Jane runs up to Peter and tells her that Mysterio used special effects to fake his and her death. The Rhino grabs Mary Jane and attempts to escape, but the suit breaks down, killing Aleksei, but Mary Jane is still alive. Doctor Octopus grabs Mary Jane and runs. Peter chases after him. Doc Ock turns his "tentacles" into rockets, making him run faster. Nonetheless, Peter takes a different way and eventually gets to Doc Ock. They battle for a while, but Peter uses his webs to pull off all the tentacles. He throws Mary Jane to the Vulture.

The Vulture flies through the air with Mary Jane, Spider-Man swinging behind him. However, he soon discovers it is difficult to fly while holding Mary Jane, and drops her. Peter saves her, and catches up to the Vulture. He jumps on top of the Vulture and starts punching him. The Vulture then decides to commit suicide and stops flying, thinking that will kill Peter and Mary Jane as well. However, Peter jumps off in time but finds that he has nothing to swing on and swings on the Vulture. The Vulture drops down but starts flying again, saving himself.

Black Cat snatches Mary Jane and runs. Peter asks for Black Cat to give Mary Jane back to him, but she reveals that she was actually working for Harry. Peter tells Black Cat to watch out because a car is about to hit her, but she jumps on top of the car, and starts jumping from car to car. Spider-Man does the same, and eventually pulls Black Cat to him and takes off her mask, discovering she is actually Harry's assistant, Felicia Hardy. She scratches Spider-Man, making him fall off the car, but accidentally drops Mary Jane off the car in the process. Luckily, Venom catches her.

Venom runs extremely fast, and Peter remembers how the screeching and the bell made Venom stop. Peter swings to a bell tower, confusing Venom, and hits the bell repeatedly. "The Inheritance" jumps off of Eddie, but is still in the form of Venom. Peter takes Eddie to safety, but "The Inheritance" quickly picks up Mary Jane and runs. "The Inheritance" stops at Oscorp Tower, but takes Mary Jane to the top and then somehow bonds with the tower itself. Spider-Man realizes that he would need an extremely high-pitched noise to get "The Inheritance" off the tower, but instead goes inside the tower.

Inside, Peter breaks all the windows open to stall Venom, but he keeps running. Venom follows him inside and tries to break up into other Venoms to attack Spider-Man. Eventually, one of them attacks Spider-Man, but Peter eventually gets up and destroys that Venom by using a bell ringtone on his phone. He keeps running up, but still can't find anything that makes a high-pitched noise. At the top of the tower, he finds Mary Jane tied with black webs. He tries to run to her, but "The Inheritance" tries to bond with him again, and it's starting to bond with Mary Jane. Spider-Man jumps on top of the tower and broadcasts an extremely loud, high-pitched noise that makes Venom leave both Mary Jane and the building. Peter then uses his webs to put Venom in the container that the rest of "The Inheritance" is inside of.

All the villains are arrested except for Harry who claims that Spider-Man attacked him, making the NYPD think that Spider-Man is evil again, and the Vulture, who no one can find. Peter gets a text message saying to meet him at his former high school that night. He leaves, but Mary Jane is curious and follows him. When he gets there, Harry sneaks up behind him, kidnaps him, and takes him to the clock tower. Harry puts a bomb in the clock tower, and locks all the exits. He says, "if it has to end with both of us dying, then that's how it's going to end!" Peter tries to fight Harry, but he has so many bad memories at the clock tower that he's completely powerless.

Harry then notices that Mary Jane followed them inside the clock tower. Harry reveals that he was in love with Mary Jane, and that they went to boarding school together. He lets Mary Jane leave, and Peter escapes as well. Peter tells Harry to come out, but Harry refuses, and Peter screams. He runs into the clock tower to save Harry, but Harry pushes him out and closes and locks the exit again, his final words being "Save yourself, Spider-Man!" Mary Jane grabs Peter and runs. The clock tower then explodes.

Mary Jane then asks Peter if he is really Spider-Man, and he says that he is. Peter then realizes that he is in love with Mary Jane and his powers are completely restored now. Mary Jane tries to kiss Peter, but he says that he can't be with her and tells her what happened to Gwen. Peter tells Mary Jane to say safe and never tell anybody who Spider-Man really is.

The next day, Peter, Mary Jane, and Aunt May arrive at Harry's funeral. Peter visits his grave after that, but he is sad to find that his grave is right next to Gwen's. However, he imagines Gwen again, who this time tells him that it's too late for her, but he can still be with Mary Jane. Peter runs to Mary Jane's house, but realizes he is late for the Daily Bugle. He drops by, quickly gives him a picture of what happened at the hospital, then rushes back to Mary Jane. He finds that the house is empty, and learns that she is at her show.

Peter watches the show, and Mary Jane spots him in the audience. After it is over, Mary Jane walks to Peter and asks Peter one more time if they can be together. Peter declines once again, but the next day, when Mary Jane wakes up, she looks out her window and sees a web with letters inside of it spelling the word "yes." The film then ends.

In a post-credits scene, Gustav Fiers/The Gentleman from the previous films goes into Eddie's college. Lightning strikes, and both Gustav and "The Inheritance" are gone.

Cast
Stan Lee will also make a cameo in this film as a hospital worker who walks outside the hospital after the battle when all the villains are gone saying, "Do I have to clean all this up?" Other scenes of Emma Stone as Gwen Stacy from the first two movies will also appear.
 * Andrew Garfield as Peter Parker/Spider-Man, the main protagonist of the film who gained the powers of a spider in the first movie, but is loosing his powers.
 * Holland Roden as Mary Jane Watson, Peter's friend and love interest near the end of the film.
 * Mads Mikkelsen as Dr. Otto Octavius/Doctor Octopus, the main antagonist who works at Oscorp and built a harness that gave the person wearing it four robotic tentacle-like arms. However, when he was trying to impress a girl named Mary Alice Anders, he was wearing the harness, and there was an accidental explosion. The harness fused with him, turning him evil.
 * Drew Van Acker as Eddie Brock/Venom, the secondary antagonist who was Peter's friend a long time ago and discovered that Peter was Spider-Man after giving Peter something both of their fathers discovered called "The Inheritance." It bonded with Peter and almost turned him into a Spider-Man-like monster. When Eddie saw this on security footage, he decided to try "The Inheritance" himself, which made him actually turn into an even worse monster. He has a part-time job at Oscorp.
 * Paul Giamatti as Aleksei Sytsevich/The Rhino, the tertiary antagonist who has equipped a super suit from Oscorp. He wants revenge on Spider-Man from the second film.
 * Sally Field as May Parker, Peter's aunt.
 * Dane DeHaan as Harry Osborn, the owner of Oscorp who wants revenge on Peter/Spider-Man; he is not the Green Goblin in this film.
 * Felicity Jones as Felicia Hardy/Black Cat, a mysterious vigilante who gives information to Spider-Man and knows his secret identity. She is also undercover as Harry's assistant.
 * Bruce Willis as Adrian Toomes/The Vulture, a former electronics engineer who worked for Gregory Bestman; when he found out that Gregory Bestman was embezzling funds, he lost his job and stole a suit from Oscorp that gave him super strength and the ability to fly. Spider-Man puts him in a jail cell, causing the Vulture to swear revenge on him.
 * Matt Cohen as Quentin Beck/Mysterio, a former magician who lost his job because of Mary Jane. He attacks Peter instead from a misunderstanding, and Harry hires him if he can defeat Parker.
 * Emma Stone as Gwen Stacy, Peter's former love interest who is now deceased, but Peter still imagines her.

Sequel
The Amazing Spider-Man 4 is the sequel to this film.