"Ultimate Spiderman 3" is the third film in the Ultimate Spiderman film series.
Aaron Taylor-Johnson as Peter Parker/Spiderman
Ashley Benson as Gwen Stacy
Molly Quinn as Mary-Jane Watson
Henry Hopper as Harry Osborn/Hobgoblin
Susan Sarandon as May Parker
Joseph Fiennes as Dr. Curt Connors
Hunter Parrish as Eugene "Flash" Thompson
Amanda Seyfried as Liz Allan
Gabriel Iglesias as Kenny "Kong" McFarlane
Maggie Gyllenhaal as Captain Jean DeWolff
Steven Seagal as Hammerhead
Ashley Judd as Dr. Ashley Kafka
Olivia Wilde as Felicia Hardy
John C. McGinley as J. Jonah Jameson
James Earl Jones as Joseph "Robbie" Robertson
Kristen Bell as Betty Brant
Harrison Ford as Ben Urich
Chris Pine as John Jameson
Greg Vaughan as Max Dillon/Electro
Sam Elliott as Dr. Miles Warren
Corey Stoll as Raymond Warren
Brent Spiner as Dr. Mendell Stromm
Robert Redford as Donald Menken
George Wendt as Wilson Fisk/Kingpin
Lisa Arch as Vanessa Fisk
Elijah Wood as Alistair Smythe
Ed Harris as Spencer Smythe
John Cusack as Norman Osborn
Tommy Lee Jones as Walter Hardy
A year after Ultimate Spiderman 2, Peter, Gwen, and their friends are now seniors ready to graduate. One day, while swinging Gwen to school as Spiderman, he spots some armed goons hijacking an armed truck full of chemicals, causing him to drop Gwen off on a rooftop and then swings in to stop the robbery. He manages to easily foil the robbery by webbing up the windshield, causing the van to crash and then webs up the goons when they try to escape. But before the police arrive, they are saved by Hammerhead, who arrives in a limo and drives off with them. He then berates them for messing up the robbery and says that Kingpin ain't gonna like that. He then calls Kingpin a.k.a. Wilson Fisk, who's enjoying breakfast with his wife, Vanessa Fisk. When he finds out that the robbery's been foiled, he angrily smashes a chair and tells Hammerhead to kill these men for their incompetence, which Hammerhead does. Spiderman returns to the rooftop and then swings Gwen to school and drops her off at the front entrance while he lands in an alley to change back. He and Gwen then meet up with Harry, MJ, Liz, Flash, and Kong. But when a news report comes on about Spiderman foiling the robbery, Harry angrily leaves, still blaming Spiderman for his father's death, much to Peter's dismay.
MJ comes after him to comfort him and they share a kiss, where Harry admits his love to her, but MJ instead says, "I bet you do", instead of telling him she loves him. Peter seems upset by Harry's hatred of Spiderman, but Gwen comforts him and when they hear Flash and Kong talk about how they like Spiderman, it cheers Peter up a little bit. The school day begins and the 7 friends attend their science class, which is taught by a new teacher named Raymond Warren. Meanwhile, at Oscorp, an electrician named Maxwell Dillon reports in for work, but is told to report to his boss's office. Once he arrives, his boss tells him about the electrical grid he designed and how much it's helped Oscorp, but then tells him that due to budget cuts, they're gonna have to let him go, causing Max to become furious. The boss though tells him that they own his electrical grid and that he's helped increase Oscorp's business, making Max even more furious that he attacks him until the boss alerts security, who drag and toss him out of Oscorp, but not before the boss strips him of his uniform and ID. An angry Max though swears revenge on Oscorp for stealing what's his. After school, Peter stays after and runs into Raymond and the 2 start talking about genetics. Raymond then recognizes Peter as the son of Richard and Mary Parker and tells him that he worked with his parents at Oscorp years ago. At Oscorp, Harry arrives, where its revealed that after his father died, he inherited the company and now owns it. He reports to a board meeting, but when one of the board of directors mentions how Norman went insane after injecting himself with the Goblin serum, a furious Harry fires him and then orders all of them to leave, which they do. He then cries and prays at a portrait of his father.
Later, Peter visits Dr. Curt Connors, who tells him that he's quit his job at Oscorp after what happened and that he's taken a job at Empire State University, much to Peter's joy. At an apartment, a girl named Felicia Hardy wakes up and finds a note from her father, telling her that he's away on business and should be back in a few days. Felicia just shrugs it off since this happens a lot and continues on with her day. Meanwhile, Walter Hardy walks into a museum where he takes out the guards with knockout gas and then successfully retrieves the Statue of Ramses until more guards arrive, forcing him to make a hasty escape, but during his escape, he accidentally chips off the statue. Later, at his hotel room, he waits for the buyer of the statue. The buyer, Kingpin, then arrives along with Hammerhead where he tries to sell him the statue. At first, Kingpin's impressed until he notices its chipped and angrily berates Walter for damaging a priceless artifact. Walter though tells him that he got him the artifact and demands his money. Kingpin then asks him where the other statue, the statue of Cleopatra, is at, but Walter tells him he's hidden it away until he gets back to New York so he can sell it to him. Kingpin though angrily yells at him for not delivering him the statue and for damaging the other statue, but Walter says that he fulfilled his part of the deal and demands his money. Kingpin though has Hammerhead viciously beat him and then Kingpin chokes him to death with his huge hands. Kingpin then orders Hammerhead and some men to return to New York and find the Cleopatra statue while he orders some more men to dispose of Walter's body. He then walks outside and hops in a limo with his wife, who wants to go shopping.
At New York, Hammerhead and his men break into Felicia's apartment to search for the Cleopatra statue. A frightened Felicia fights back and tries to take them on, but Hammerhead easily disarms her. She screams for help. Outside, Peter and Gwen walk by her apartment building when they hear her cries. Peter tries to tell Gwen he's gotta go, but she understands and kisses him for luck. He then changes into Spiderman and leaps through the window and saves Felicia by taking out the 2 men, but when taking on Hammerhead, he finds him tougher, where it's revealed that Hammerhead has a metal plate in his head, making his head as hard as steel. Hammerhead then gains the upper hand until Spiderman attacks him from a distance and webs him up. Hammerhead though manages to escape and retreats alone. Spiderman asks Felicia who they were and what they wanted, but Felicia doesn't know and says that they said they were looking for something. Later, when the police arrive, Spiderman tells Captain Jean DeWolff about his attacker with a steel head, causing her to recognize him as Hammerhead and that he works for a crime lord named Kingpin, who's been ruling the criminal underworld for years. He asks for more info on him and she hands him a file on Kingpin, but it doesn't have a lot of info, nor does Hammerhead's file. The next day, at the Daily Bugle, Peter asks J. Jonah Jameson and Robbie Robertson about Kingpin, who are a bit uneasy and tell him that he's a criminal that's been plaguing the city for years, but they tell him that if he wants to learn more, he should talk to Ben Urich, a reporter that's been working to take down Kingpin for years. He then goes over to Ben's desk and introduces himself and asks him about the Kingpin. Ben tells him he's actually Wilson Fisk and was associated with the Maggia crime family, where Hammerhead's family were powerful. He then reveals that he tried to overthrow Maggia, but when they found out, he went into hiding for a few years before he returned and started a violent gang war, overthrowing the Maggia and putting him in power and spared only Hammerhead, who he hired as his right-hand man. Ben though tells him that some of the crime families of the Maggia are in hiding, plotting revenge on Kingpin. But before Peter can ask more, he gets called by Betty Brant, who needs his help with the internet. While helping her out, Betty flirts with him, much to Peter's discomfort.
Meanwhile, at Oscorp, Max Dillon sneaks in by entering the front entrance and shows them his guest pass. He then sneaks through the ventilation shafts until he reaches the electrical grid lab. He tries to sabotage it by cutting a few wires and ripping out a few circuits, but when he cuts a few more wires, it electrocutes him, causing him to fall and land on the generator, which severely electrocutes him. Later, Peter returns home and finds his Aunt May changing in a Nurse uniform. She tells him that in order to help her move on with her life and to help provide for them, she's taken a course at medical school to learn how to be a nurse. Peter is happy for her, but is a bit worried about not having her around, but she assures him she'll always be there for him. At Osborn Manor, Harry and MJ hang out until Harry confronts her for not telling him she loves him, but MJ tries to calm him down. Harry though asks her if she loves him or not, but when she doesn't answer, Harry angrily storms off and demands she leave. Back at Oscorp, 2 guards find the unconscious Max, sizzling with electricity. But when Max wakes up, the guards order him to his feet, but Max angrily fires a blast of electricity, killing them. Max is shocked at his new power and terrified, but when more guards arrive, he causes the whole room to sizzle with electricity, killing them all. He then instantly grows fond of his new power and leaves.
At the Daily Bugle, Peter is working on a software update when a man in a military uniform arrives, causing Jonah to excitedly greet him and then hugs him. He then introduces the man as his son, John Jameson, an astronaut, who's about to go on an expedition to the moon to collect rock samples for NASA and came by to see his dad before he leaves for his trip in 2 months. Peter introduces himself to John, who instantly takes a liking to him and jokingly asks him how much his father's paying him. The next day, at school, Peter forgets his textbook in the class and leaves Gwen, Harry, and MJ and heads back to Warren's class. While there, he runs into Warren and the 2 continue to talk about genetics. Raymond then says his brother, Miles, is a professor at Empire State University and invites him to come with him tomorrow. Peter asks if he can bring his friends along, which Raymond agrees. Later, at the university, Peter, Gwen, Harry, MJ, Flash, Liz, and Kong met Dr. Miles Warren, who immediately develops a crush on Gwen, and shows them around his lab and his upcoming project to create a real human clone, which Peter and the others find fascinating. Afterwards, the gang head to the mall, but during that, MJ pulls Harry aside and talks to him about earlier. She admits that she has some feelings for him, but isn't sure if it's love, and breaks up with him, which leaves Harry heartbroken. Also, along the way, Kong pulls Peter aside and reveals that he knows his secret identity and promises to keep it a secret and even says that he'd like to help him out, which Peter refuses because he doesn't want Kong to get hurt.
Meanwhile, Max ends up wandering around the city until he accidentally bumps into a man, who rudely tells him to watch where he's going and shoves him, angering Max, causing him to reveal his powers as he electrocutes the man. Peter and his friends spot him and he nods to Gwen as he slips away and changes into his costume. He then tries to calm Electro down and even has Captain DeWolff and her team stand down, but one of her officers gets cocky and opens fire on him, angering him enough to launch a huge electrical attack that nearly causes a blackout. Spiderman continues battling him, but has a hard time, due to his webbing not being able to touch him. He ultimately manages to defeat him by using his anger to his advantage and then webs up under a lamppost and opening up 2 fire hydrants that short-circuit him. Later, the police manage to detain Electro and take him to Ravencroft. Meanwhile, at his base, Kingpin is watching a news report about his battle with Electro and orders Hammerhead and his men to bring to him Dr. Spencer Smythe, a retired robotics scientist. At his home, Hammerhead and his men break in and attack and capture Dr. Smythe and take him to Kingpin. Kingpin orders him to build him a weapon to kill Spiderman, but Spencer says that he's too old and weak for such a project, but then accidentally mentions his son, Alistair, who works at Oscorp, causing Kingpin to get an evil smile as he orders Hammerhead to lock Spencer up.
At Ravencroft, Electro is kept in a containment suit to contain all of his electricity and is in a therapy session with Dr. Ashley Kafka. She asks him why he's here, but Electro just says that he's hear because Oscorp stole his electrical grid design and that he was in an accident and this was just to cover it up and angrily curses Osborn's name. Dr. Kafka remembers how her former patient Dr. Connors blamed Osborn for his imprisonment and begins to get suspicious and leaves, deciding to investigate this connection. At the university, Peter and Gwen visit Dr. Warren, who decides to show them something about DNA and asks for a sample of their DNA and takes a lock of hair from Gwen and shows it to them under a microscope. After they leave, Miles strokes the hair and puts it in a plastic bag, which he plans to use for further experiments. A few days later, Peter, Gwen, Harry, MJ, Flash, Kong, and Liz graduate from high school. After the ceremony, Liz comforts Harry over his breakup with MJ, which leads to them kissing. Gwen and MJ congratulate each other and share a hug while MJ congratulates Peter and the 2 share a moment. Later, the gang all head to the club to celebrate. A depressed Harry goes outside and Liz follows him and the 2 talk, where Liz admits that she has some feelings for him, which Harry reciprocates and the 2 end up kissing. Harry then decides to take her to his home and spend some time together. At the mansion, Harry shows Liz around the mansion and they end up making out until they end up making love in Harry's room. The next morning, Liz leaves, with her and Harry now officially a couple. Harry then goes into his dad's study and talks to him about him graduating and while swearing vengeance on Spiderman, he stumbles upon Norman's secret lair behind the bookcase, which contains the Goblin serum, Goblin glider, Goblin costume, and other equipment. Harry ends up taking the formula, thinking it'll help him have his revenge.
Upon drinking it, he starts hallucinating and then passes out, but is woken up by his butler. He then hallucinates his father standing in front of him, who tells him to make him proud and kill Spiderman and have his revenge, which overwhelms Harry as he just shrugs it off. Meanwhile, Peter and Gwen are out on a date, where Gwen talks about attending Empire State University with Peter, until she mentions she got accepted into Stanford, but she chooses to pass it up to be with Peter. Peter though refuses to let her throw away this opportunity and insists she accept it and assures her that they'll always be together. At the university, Dr. Connors ends up finding Dr. Warren's bag of Gwen's hair, but he insists its for research and quickly orders Dr. Connors to leave his lab. A suspicious Dr. Connors though calls Raymond and tells him about his brother. At Oscorp, Harry goes to his office and begins showing signs of going insane. He orders Dr. Mendell Stromm, one of the scientists that helped Norman create the Goblin serum, to see him. Once he arrives, Harry asks him about the project, but Mendell is reluctant because of the money Norman gave him, but Harry angrily grabs him by the throat and demands he tell him about the project. A horrified Mendell realizes he drank the serum and tells him that it has severe psychological side effects, but a furious Harry ends up tossing him out a window, where he falls to his death. His personal assistant, Donald Menken walks in and is horrified when he sees the shattered window. Harry tells him to cancel all of his appointments and he heads home. Once home, he begins having hallucinations of his father again, causing him to smash his mirror in anger and confusion. At the university, an angry Raymond confronts Miles about his bag of Gwen's hair, but Miles claims it's for research. Raymond though doesn't believe him, so Miles admits that he loves her and he plans on creating a clone that he'll make his own, which disgusts Raymond and is about to leave to report him, but Miles stops him and kills him by choking him with his tie. He then disposes of his brother's body in a dumpster and talks to the lock of Gwen's hair, promising that they'll be together soon.
At Ravencroft, Dr. Kafka tries to investigate the cause of her patients' "accidents" at Oscorp, but is unable to get into their network, making her even more suspicious. Meanwhile, Electro is locked up without a spark or charge, until a janitor walks by, listening to a boombox, which provides enough energy for him to escape. He then kills all of the security guards and escapes. The next day, Liz visits Harry and notices that he's acting weird, but he tells her he just needs some sleep and then assures her he's fine and walks her to the door. Donald Menken though visits him as well and confronts him about his strange behavior. Harry though just brushes him off and turns on the TV, but it flips to a new report about Spiderman, causing an angry Harry to smash his TV. He then hallucinates his father again, who tells him that Spiderman murdered him and that he needs him to avenge his death and make him pay, which finally pushes Harry over the edge. A horrified Donald runs off to get help, but Harry catches him and beats him with a fire poker, beating him until he's unconscious and wounded. He then heads to his father's study and checks out the Goblin lair. He finds his father's Green Goblin costume and modifies it to look more demonic and suits up and calls himself the Hobgoblin. He then sees a news report about Electro's escape and gets an idea. He confronts Electro on the other side of town and reveals his identity to him and offers that they team up to take down Spiderman, since they both want him dead. He also promises to get him more power than he could ever imagine, which Electro agrees to. Meanwhile, Peter, Gwen, MJ, Flash, Kong, and Liz hang out at Times Square when Electro arrives and absorbs all of the energy in Times Square, turning his skin blue and into a more electrified form and starts attacking people. Flash tries to stop him, but Electro blasts him, putting him in a state of shock, which angers Kong. Peter though promises to get him back for that and then leaves to go change. He changes into Spiderman and confronts Electro, who just taunts him and tells him that if he wants him, he should come and get him and then escapes through the electrical wires. Spiderman realizes he's heading to Oscorp and is about to leave, when Gwen confronts him and tells him to not go.
She tells him to not go because he'll die, but he tells her he has to. She then starts crying and begs him to not leave, but he just takes his mask off and kisses her goodbye before heading off. Along the way, he runs into Captain Jean DeWolff and uses the engine of her car to make his webbing electrically-resistant and then tells her that Electro plans on attacking Oscorp and has her men provide backup. Meanwhile, Gwen and Kong decide to go anyway to help Peter while Liz heads to Oscorp out of fear that Harry might get hurt, while MJ stays with the paramedics to help save Flash, praying that wherever Peter is, she hopes he's safe. At Oscorp, Spiderman confronts Electro, who just blasts him toward the electrical plant. Electro then follows him and absorbs all of the energy, making him even more powerful. Spiderman takes him on, but Electro just blasts him with over 1,000 volts of electricity. He then brags to Spiderman that he now controls all of the electricity in New York and that he now rules them like a god and then continues to attack him. Spiderman though tries to dodge them and attack him, but can't get close enough to hurt him. Captain DeWolff sees the fight from Oscorp and heads off there on her own to help Spiderman. Meanwhile, Gwen and Kong arrive as well and watch as Spiderman continues to battle Electro. Spiderman yells at them to get out of here and even covers them in webbing to protect them, but Gwen and Kong manage to escape and make their way to the generator. Electro then fires another blast at Spiderman, causing him to crash into some power conductors. DeWolff though arrives and sees Electro about to kill Spiderman and shoots Electro in the chest, weakening him long enough for Spiderman to recover, but Electro fires a huge electrical blast at her, killing her. Spiderman swings to her side and watches as she dies, but not before she tells him that he needs to protect this city no matter what. A furious Spiderman then angrily attacks Electro, but Electro just blasts him away.
Meanwhile, Hobgoblin watches the fight from his glider and is pleased that Electro is defeating him. He then spots Gwen and Kong heading for the generator and flies toward them to stop them, but Kong stops him and takes him on while Gwen starts getting to work on the generator. Kong puts up a good fight, but Hobgoblin attacks him with his superhuman strength and explosives. Kong though manages to rip his mask off and finds out he's Harry, much to his shock. He confronts Harry for working with Electro to kill Spiderman, who's actually his best friend, Peter. Hobgoblin though refuses to believe that Peter is Spiderman and tells him he's avenging his father's death. He then gets ready to kill Kong by tossing an explosive. Kong though ducks, and only gets severely injured instead. Meanwhile, Spiderman continues to battle Electro until Gwen yells to him to get Electro to the main electrical towers. Spiderman then manages to get Electro to the towers, where Gwen overloads the generator with more than 100,000 volts of electricity, which Electro absorbs, but it proves to be too much for him and his powers end up getting shorted out and he ends up unconscious. Spiderman then swings over to Gwen and swings her around, furious that she endangered her life to help him, but happy and relieved she's alive and grateful for the help. They then find the unconscious Kong and Spiderman is about to take him to the hospital when suddenly, the Hobgoblin appears and attacks Spiderman. He then knocks him down and walks over to his unconscious body and rips his mask off and finds out that Kong was right, Peter is Spiderman. Harry takes his mask off and angrily confronts Peter about killing his father. Peter realizes that Harry must've taken the Goblin serum and tells him that his father killed himself by setting off all of his explosives, but Harry refuses to believe him and decides to take what he loves and flies off with Gwen.
Spiderman swings off after him and tries to snap him to his senses and save Gwen. Hobgoblin though tosses some explosives at him, knocking him onto the Oscorp roof. Inside, Liz hears the noise and is scared that Harry might've died and rushes to the roof. Spiderman continues to battle Hobgoblin when Liz arrives and is horrified to see Gwen captured by Hobgoblin. Hobgoblin spots her and snaps to his senses for a moment and takes off his mask, revealing his identity to her, further horrifying her. She tries to calm him down and tells him she loves him, but Harry just tells her that he's doing this for her and his father because Spiderman killed him and that he's taking away his love. She tries to talk him out of it by telling him that she could get him help and support him and even reveals that she's pregnant with his child, which shocks Harry. He then snaps back to his mania and tells her that he has to complete his father's revenge and puts his mask back on. Spiderman then demands him to drop Gwen, which he does over the side of the building. Spiderman dives after her, but Hobgoblin flies after him and tries to stop him from saving her. Spiderman though angrily beats him and sabotages his glider, causing him to crash into the roof, severely injuring him. Spiderman then continues after Gwen, and fires a web-line at her, but is too late as when the web stops her, the whiplash causes her neck to snap against the ground, killing her. Spiderman goes down there and tries to wake her up, but to no avail and is horrified when he realizes that she's dead and takes off his mask and starts crying and sobbing while craddling and kissing her body. He then puts his mask back on and swings back to the top with her body and leaves her in the care of Liz and angrily beats and pummels Hobgoblin and is about to kill him, when he realizes what he's about to do and instead leaves him. An injured Harry though gets up and tells him that one of them must die and for him to get back here. Spiderman though tells him that he's sorry, that he's always been a brother to him and still sees him as one, causing Harry to start crying and gets on his glider and flies toward him, ready to kill him, but due to the sabotage, it crashes, impaling Harry on the top point of the skyscraper. Spiderman though jumps off right as it explodes and Peter and Liz rush to Harry's side. Harry starts crying and apologizes to Peter and Liz and that he is like his father and admits his love to Liz and for her to take care of their child and admits to Peter that he's his best friend and brother forever. Harry then succumbs to his wounds and dies, leaving a sobbing Liz to hold his lifeless body while Peter craddles Gwen's body and the 2 wallow in their grief.
2 days later, a funeral is held for Dr. Mendell Stromm, Raymond Warren, Captain Jean DeWolff, Gwen Stacy, and Harry Osborn, which is attended by Peter, MJ, Liz, Kong, Flash, Miles Warren, Dr. Connors, Aunt May, Donald Menken, J. Jonah Jameson, John Jameson, Robbie Robertson, Betty Brant, Ben Urich, Felicia Hardy, Dr. Kafka, even Wilson Fisk, his wife, and Hammerhead, much to Ben's disgust. After the service, Peter and MJ stay behind, both crying and hugging and comforting each other over Gwen's death. MJ even admits that Gwen was her best friend and that she loved her as a sister. Liz stays behind at Harry's grave and cries in her grief. Peter even admits that he feels guilty for Jean's death and that she was the best partner he could have and appreciated all that she's done for this city. Later, Miles apologizes to his brother's grave for killing him, but he had to because he got too close and didn't understand and then promises Gwen that he'll avenge her death and have them be together and then admits his love for her. Meanwhile, at home, an angry and sad Peter, feeling guilty for Uncle Ben, Captain Stacy & DeWolff, Norman and Harry Osborn, and Gwen's deaths, tears up his Spiderman costume and smashes his web-shooters and vows to never don the costume again. Later, in a limo, Kingpin watches a news report about Spiderman's battle with the Hobgoblin and Electro and realizes he's a more powerful threat than he thought. In an Oscorp parking lot, Dr. Alistair Smythe walks to his car when Hammerhead confronts him and greets him. He then asks for his help with a small project of his and leads him into the limo. Once in there, Kingpin asks for his help to build weapons capable of killing Spiderman. Alistair refuses at first, but then Kingpin shows him a video of his father, Spencer Smythe in a containment cell and threatens to kill him if he doesn't do what he says, causing Alistair to agree to help him kill Spiderman.
In a post-credits scene, at Ravencroft, Dr. Kafka locks Electro up in a new cell, with an upgraded containment suit. But as soon as she leaves, Kingpin and Hammerhead step out of the shadows and tell him that they're part of a higher power, working to kill Spiderman, so they can rule the city. They then tell him they're assembling a team of villains to take revenge on Spiderman and rule the city alongside them. They then offer Electro a chance to join this team and tell him they've already got a few recruits, which Electro accepts. He then joins them in the shadows as they disappear.