Steve Daly
April 20, 2007 AT 04:00 AM EDT

Spider-Man 3 introduces two new bad guys, each of whom gets a sizable backstory and a big transformation scene. It also adds a flame for Peter Parker to make M.J. jealous. No wonder it clocks in at 140 minutes, a quarter-hour longer than part 1 or 2. A character crib sheet:

Gwen Stacy
(Bryce Dallas Howard) After Spider-Man saves her from a calamity, she gets a crush on the webslinger — bad news for Eddie Brock, who believes he’s her boyfriend.

Eddie Brock
(Topher Grace) He’s got blond highlights, wears too much cologne, and becomes the evil Venom when black alien goo bonds with his twisted, hate-filled little soul.

Flint Marko
(Thomas Haden Church) A fugitive turned granular monster Sandman, Marko gets motivation he didn’t have in the comics: an ailing daughter who needs pricey medicine.

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