Peter Parker (Tobey Maguire) is transformed when an alien substance from outer-space bonds to his Spiderman suit and turns it jet-black. This new suit enhances Spiderman's powers and gives him the feeling of confidence and a new attitude. The only problem is that the new suit feeds on evil thoughts and brings out the dark side of Spiderman and makes him aggressive and feel conceited about how great he is as a superhero. Spiderman begins to neglect Mary Jane Watson (Kirsten Dunst) and other friends, and he must choose between the enticing evil power of the suit or the good old Spiderman. Peter must overcome this internal conflict while fighting the Sandman (Thomas Haden Church) and Venom (Topher Grace) with super powers that match Spiderman's unique powers.