Spider-Man 3 is a 2007 superhero film written and directed by Sam Raimi. It is the third film in the Spider-Man film franchise, based on the fictional Marvel Comics character Spider-Man. It stars Tobey Maguire, Kirsten Dunst, James Franco, Rosemary Harris, J.K. Simmons, Bryce Dallas Howard and with Thomas Haden Church as the anti heroic villain, Sandman and Topher Grace as Venom, the film's primary antagonist.