Peter Parker has finally managed to strike a balance between his devotion to his love M.J. and his duties as a superhero. But there is a storm brewing on the horizon. When his suit suddenly changes, turning jet black and enhancing his powers, it transforms Peter as well, bringing out the dark, vengeful side of his personality that he struggles to control. Under the influence of the suit, Peter becomes overconfident and starts to neglect the people who care about him most. Forced to choose between the seductive power of the new suit and the compassionate hero he used to be, Peter must overcome his personal demons as two of the most feared villains yet, Sandman and Venom, gather unparalleled power and a thirst for retribution to threaten Peter and everyone he loves.

MPAA rating: PG-13; for sequences of intense action violence.

Optional dubbed Spanish soundtrack with optional English or Spanish subtitles; closed-captioned; featurettes on disc two have optional subtitles in English, Spanish or Portuguese..

Based on the Marvel Comic book by Stan Lee and Steve Ditko.

Special features: disc one. Commentaries by director and cast or by filmmakers (with optional English or Spanish subtitles), bloopers, music video by Snow Patrol, galleries -- disc two. Trailers; TV spots; featurettes: "Grains of sand: building a Sandman," "Re-imagining the Goblin," "Covered in black: creating Venom," "On location: New York from rooftops to backstreets," "On location: Cleveland - the chase on Euclid Avenue," "Inside the editing room," "Science of sound," "Hanging on: Gwen Stacy and the collapse floor," "Fighting, flying and driving: the stunts," "Wall of water."

Director of photography, Bill Pope ; editor, Bob Murawski ; music, Christopher Young ; visual effects supervisor, Scott Stokdyk ; costume designer, James Acheson ; production designers, J. Michael Riva, Neil Spisak.

Tobey Maguire, Kirsten Dunst, James Franco, Thomas Haden Church, Topher Grace, Bryce Dallas Howard, Rosemary Harris, J.K. Simmons, James Cromwell.

DVD, region 1; Dolby digital surround or 5.1.