Kirsten Dunst as Mary Jane Watson in Spider-Man 2.

Raimi held off on starting the Spider-Man 3 script until after Spider-Man 2 was in the can. "I just sat down with my brother Ivan [with whom he collaborated on the first two movies], and said, 'Where are our characters now? And what is it that they still have to learn about life?' " The brothers picked up on the final image of Spider-Man 2, a close-up of Mary Jane (Kirsten Dunst) looking worried as she watches Spidey, who she now knows is Peter, taking to the air to battle crime with a boyishly triumphant yell. "She's an insecure girl who made a bold decision to be with the man she loves despite everything that it could cost her," Raimi says. As for Peter, "The poor guy is ready to go on this prideful journey; he thinks he's got it all figured out, but he's just a dumb kid."

The third installment begins with Spider-Man no longer getting bad press — he's become a beloved hero. "It's a pretty classic story line," says producer Laura Ziskin. "Now you've got power, everything's kind of okay, you've got the girl and people like you. And [now] what temptations are you subject to? He loses his way and he has to find his way back."

In a turn of events that will make shrinks and comic-book fans alike drool, Raimi revises Spider-Man history to create a painfully complex knot in Peter's psyche. It turns out that the shooting death of his Uncle Ben in the first movie, which he thought was his fault because he didn't stop the thief when he had the chance, was really the work of the thief's partner, Flint Marko, who jumped out of the getaway car unnoticed. So when Spidey cornered the thief and let him fall through a window to his death, he was punishing the wrong guy. (Go ahead, look back at that scene in Spider-Man, and you'll see that the change is viable, if a bit of a stretch.)

Kirsten Dunst and Tobey Maguire in Spider-Man 3.

"When [Peter] finds out that he's fallible for this murder, he's so prideful, he just focuses on destroying the man who really killed Ben," Raimi says. "He's unwilling to face the sins of his past. Mary Jane can't stomach this. She was ready to take on villains and the risks, but not his ego." It doesn't help that Mary Jane's acting career hits the skids while Peter is beating his red-and-blue breast.

"Peter's in a different place, and his journey's different," says Maguire, who appreciates that Raimi shook things up for his character. "I don't want to see the same things. I don't want to see him in four scenes haggling with [Daily Bugle editor] J.J. Jameson over the price of a picture."

At the newspaper, Peter will encounter new competition in Eddie Brock (Topher Grace), a slick photographer who gets good shots of Spider-Man and who will eventually develop the alter ego of Venom, a villain with some arachnid powers not unlike Spidey's. "What if someone who's very similar to Peter didn't have as great a father figure as Uncle Ben?" asks Grace about Brock. "What would have happened if that kind of power fell into the wrong hands?"

And then there's Gwen Stacy (Bryce Dallas Howard), whom Spider-Man saves in the movie's first action sequence. Gwen is a fan favorite; in fact, Raimi considered making her Peter's main object of affection in the first Spider-Man. "But upon further examination we realized the only potent thing about Gwen, if you read the books, is her death and the aftermath on Peter," Raimi says. (In the comics, she dies in the bridge fight that was a highlight of the first movie.) "If you really look at her as a living character, she was a little vacuous compared to Mary Jane. But for Spider-Man 3, it was time to introduce more of the Spider-Man family."