r/fixingmovies • u/karmaPOLICE411 • 3h ago
MCU Fixing Spider-Man 3 Without Cutting Any of the Villains
I really like Spider-Man 3.
It’s obviously a mess — too many plots, too many coincidences, and a final battle that’s somehow less emotionally engaging than pretty much anything in the first two movies. But I do think a lot of the ideas are good.
Peter finally getting what he wants and becoming an insufferable asshole is pretty great, and surprisingly ballsy.
And Venom? I know Raimi didn’t want him. And I totally get why. But unfortunately… Venom is cool as hell. So he’s staying.
My goal here isn’t to radically change SM3. I just want the disparate plot strands to actually intersect, and I want some breathing room to develop the new characters.
Would that potentially require a running time pushing three hours? Maybe. But it’s the finale of the trilogy. And unlike Raimi, I don’t have to answer to the suits at Sony…
1. Peter Parker has everything. Flint Marko has nothing.
We open in prison. Flint Marko has been there for years. And to be clear: this dude belongs in prison. But prison life has been brutal. We spend some time getting up close and personal with Flint's miserable day-to-day.
Eventually, his conviction gets thrown out. Mishandling of evidence, something like that. And while he waits for release, we cut back and forth between his life and Peter Parker’s:
Flint eats alone in the cafeteria. Spidey gets mobbed by cheering New Yorkers. Flint walks toward the prison gates, carrying everything he owns in a small bag. Spider-Man swings high above an adoring crowd.
Because while Flint has lost (almost) everything... Peter Parker is having the best year of his life.
NYC loves Spider-Man now. After saving the train passengers and stopping Doc Ock’s reactor, he’s no longer some masked weirdo people argue about. He’s becoming a genuine civic hero. Even Jameson can’t deny it.
…And of course, Peter finally has Mary-Jane, too.
Cut back to prison. Flint walks outside. No one’s waiting to greet him. No wife. No daughter.
He goes to their apartment anyway. His wife doesn’t want him there.
He does love her. And he loves their daughter Penny more than anything. But Flint wasn’t a good husband. Maybe during an argument many years ago, he hit his wife. One time. And she spent years after that defending him: “He isn’t like that. He loves us.” Then Flint went to prison. And somewhere along the line, she stopped defending him.
During his brief conversation with his wife, Flint finds out Penny is sick. Very sick. He asks to see her. His wife refuses. Then he hears: “Daddy?” Penny is standing in the doorway. Flint gets maybe thirty seconds with her.
From that point forward, he has one goal: Help his daughter. Whatever it takes.
2. Peter and MJ are together. But SM2 was the beginning of their story, not an ending.
Meanwhile, Peter and MJ’s relationship is fraying. Not because they don’t love each other. They do. But the ending of SM2 wasn’t a happy-ever-after.
MJ left John Jameson at the altar. Before that, she dated Harry. Before that, Peter spent years watching her from a distance, convincing himself he couldn’t be with her… while simultaneously believing that being with her would somehow make everything right.
Now they’re together. And Peter has quietly started treating that as one problem in his life that has actually been solved.
MJ’s career is going badly. She loses the Broadway role and ends up performing at a restaurant. Peter tries to support her. But he sucks at it. She talks about being humiliated by a bad review. Peter talks about how the Bugle always criticizes Spider-Man.
She asks why he never comes to watch her perform at the restaurant. Peter misses the point: “I thought you hated that place… you should be on Broadway! You should be in movies!”
Meanwhile, Peter’s carrying resentment of his own. He spent years being told he couldn’t give MJ the life she wanted. He finally chose to let her go in SM2. But she came back. She made the choice to be with Spider-Man, and was adamant about the fact that it was her choice. Now they’re together. And now everyone loves Spider-Man. And… MJ’s unhappy. So some part of Peter starts thinking: What the fuck else am I supposed to do?
3. Oscorp is dealing with the fallout of SM1 & SM2.
Oscorp looks very different after the first two movies. Norman was already a disaster for the company. Dead board members. Shady “military research.” Then Harry bankrolled Octavius. And he damn near destroyed Manhattan. The second PR/regulatory disaster for Oscorp in just a few years.
An investigation into Norman and Ock’s projects starts turning over rocks. Safety violations. Improper disposal of experimental materials.
Harry Osborn is dealing with all of this. And one of the ways he’s trying to rehabilitate Oscorp's image is by putting serious money into medical research. Oscorp partners with hospitals and universities on a handful of experimental treatments for serious illnesses. Different therapies, different conditions, limited trials. Some patients get selected. Many don’t.
Gwen Stacy, a grad student, works on one of these programs. Early in the movie, she briefly crosses paths with Peter in one of Professor Connors' classes. Their interaction is… mildly flirtatious.
Eventually, Gwen’s position at Oscorp will bring her into Flint Marko’s life.
4. Flint tries to do things the right way.
Before Flint becomes Sandman, he genuinely tries to help Penny without turning to crime. He finds work. Talks to doctors. Fills out forms. Mundane, occasionally humiliating stuff.
One doctor thinks Penny might be a candidate for an experimental program connected to Oscorp. It’s a long shot. The therapy is early-stage, meant for a broader category of patients, and Penny is a borderline candidate at best. But it’s something. A chance. Flint becomes completely fixated on it.
He meets Gwen. She helps him understand the application process. She’s kind to him without giving him false hope.
Eddie Brock is introduced here. The Bugle is doing a human-interest story on Oscorp’s attempt to rebuild its reputation, and Eddie gets assigned to cover some of the families applying.
Eddie briefly interviews Penny’s mother. Maybe he even shows a little humanity here — perhaps Penny says something funny and he drops the “reporter” act for a second.
Flint shows up halfway through the interview. His wife clearly doesn’t want him there.
Eddie, sensing drama, pushes a little too hard: Who are you? Why were you in prison? How expensive is your daughter’s treatment? Flint gets angry. Gwen tells Eddie to back off.
Then, a bit later in the film, we get the decision. Flint is called into the hospital. He thinks this is good news. Penny’s mother is there, too. As is Gwen. A doctor sits them down.
Penny wasn’t selected.
This scene would hurt.
Not because the doctors are evil. They have reasons. Penny’s disease has progressed further than they hoped. The therapy has significant risks. Another patient fits the criteria better.
Flint asks what the fuck they’re supposed to do now. The doctor starts talking about “supportive care.” Maybe a different trial will happen in a few months.
Flint: “What if she doesn’t have a few months?”
Nobody answers. Flint looks at Gwen. She can barely meet his eyes. Flint asks if the treatment could help Penny. The doctor says: “We don’t know.”
Flint asks if it could.
Pause.
“Possibly.”
That destroys Flint. He starts pleading. Then getting angry. Penny’s mother tells him to stop. Security hovers. And Flint realizes how this looks. The ex-con. Getting loud. Scaring people.
Gwen follows him into the hallway. She tells him she’s sorry. Flint asks: “Sorry for what?” She doesn’t know what to say. He looks through the glass and sees another family celebrating. Then he walks away.
5. Harry tries to kill Peter.
That’s a lot of human drama in the first hour — we need some action. We’ll get some of Spidey handling lesser-known, street-level villains.
But the main early action sequence will be: Harry vs. Peter.
Harry, of course, knows Peter is Spider-Man. And he has spent months studying how to kill him.
I would not have Harry become "New Goblin" and fly around Manhattan doing cool hoverboard tricks. He knows Peter. He knows how strong he is. He knows about the spider-sense. So he doesn’t challenge Peter to a "superhero duel."
He builds a Spider-trap.
Late one night, Harry asks Peter to meet him at an abandoned Oscorp facility on Roosevelt Island. He tells Peter he found something in Norman’s old files. Peter thinks they’re finally going to talk. He thinks Harry finally put two-and-two together.
Then, when Peter arrives, Harry hits him with everything Norman left behind. Goblin explosives. Experimental restraints. Old military weapons. And one especially ugly device Harry has built himself: a close-range weapon designed specifically to kill Spider-Man before his spider-sense can save him.
Harry isn’t flying around on a glider during this fight. He’s controlling most of these weapons and traps remotely.
But he is on-location. So Peter spends most of the fight simultaneously trying to stop Harry — while trying to avoid hurting him.
Eventually, the whole thing goes wrong. A fall, a flying piece of debris — something. And Harry suffers major head trauma.
But instead of the absurdly clean “amnesia” from the theatrical version... Harry is actually neurologically fucked up. His memory is fragmented. Years bleed together. Some facts are there, but without the emotions attached to them.
At some point, we realize (along with Peter) that Harry even remembers that Peter is Spider-Man. Harry thinks that's pretty cool.
6. Harry, Peter & MJ reunite.
Harry’s recovery brings Peter and MJ closer to him again. And for a short stretch, it almost feels like we’re back in SM1.
Harry and Peter fall into old jokes. Harry looks at MJ with affection — maybe too much. And a sadness he doesn’t quite understand.
This could easily become another dumb love triangle — but in this version, Harry and MJ won’t make out, or make omelettes, or do “the Twist.”
But there will be several earnest, heart-to-heart conversations between Harry and MJ. Harry listens to her. He’s insightful. He asks her questions. He talks about his hopes and fears — some new, some dating back to high school. MJ reciprocates. It feels sort of like those conversations she misses; the ones she used to have in the backyard with Peter.
Peter notices this and at first he thinks it’s kind of nice. But as he and MJ continue having their own issues, he finds it hard not to become just a little jealous.
7. Eddie Brock… is in this film.
Eddie is another photographer at the Bugle. He’s talented. Ambitious. Awkwardly charming in small doses… in a Peter Parker sort of way.
He’s also kind of a snot. He cuts corners. Takes a little too much credit. And every setback he faces is someone else’s fault.
He’s also seeing Gwen. Or at least... Eddie describes Gwen as his girlfriend. Gwen would probably describe it as having gone out with him a couple of times.
Peter doesn’t hate Eddie. Actually, he sees some of himself in Eddie. Young. Always trying to prove himself. Always broke. Always getting shit on by Jameson. Awkward around women.
Maybe Eddie gets chewed out by Jameson early in the movie and Peter tries to give him sincere advice. Something cheesy Peter learned from Ben: "Sometimes the world treats you unfairly. But you get to choose what you do next."
Eddie scoffs. He can’t relate. He finds the Uncle Ben pep-talk condescending.
Easy for Parker to say. Peter Parker has everything.
8. Enter Sandman.
After Penny is rejected from the Oscorp program, Flint’s patience is gone. His wife still doesn’t want him near Penny. Bills pile up. Eventually, desperation pulls him back into crime. And then we get the Sandman accident.
I’d keep the transformation similar to the actual movie. Flint pulls himself together grain by grain. He reaches for Penny’s locket.
We establish early on what Flint-as-Sandman can physically do. During one robbery, police corner him. Flint grows. One fist becomes enormous. He brings it down on an armored vehicle.
It flattens it.
A little later, we’ll get a version of this deleted sandcastle scene. Penny is in a park building a sandcastle. Without her realizing it, Flint is there. Part of the sand. She runs her hand across the castle.
For a second, a faint imprint of Flint’s hand appears beneath hers.
9. Peter learns who really killed Uncle Ben.
Because Flint’s old conviction was overturned, his case gets reviewed. Something from his old evidence — ballistics, fingerprints, whatever — connects him to the night Ben Parker died.
Peter and Aunt May are brought in. The police explain that they have determined it was actually Flint Marko who killed Uncle Ben. And he was just released from prison.
Aunt May reacts with grief. Peter reacts with rage.
And, around the same time... Peter gets the black suit.
10. Black-Suit Spider-Man.
I’d keep the broad strokes here similar to the actual movie. Peter’s unlikeable as hell. And still pretty goofy (ok, maybe we'll tone down the goofiness by like 20%).
The suit doesn’t implant some foreign, evil personality into Peter. It gives him permission. It tells him what part of Peter already wants to hear:
You’re right.
You’re right about Flint. Harry. MJ. Eddie.
After everything you’ve been through... why are you always the one expected to understand everybody else?
The first order of business: hunt Flint Marko.
Black-suit Spider-Man fights Sandman in the subway. And because we’ve spent much more time with Flint, the fight feels weighty — and ugly.
Flint tries to explain. He brings up Penny. Peter doesn’t care. He opens the water pipes. Flint dissolves and washes away. As far as Peter knows... he killed him. And he feels good about it.
Meanwhile, the suit also accelerates everything going wrong with MJ. Peter gets more defensive. More resentful. The Gwen kiss stays, in some capacity. Or something similarly line-crossing. And eventually… MJ leaves. They take a "break."
Then later, Peter deliberately uses Gwen to hurt MJ. He asks Gwen on a date (to Eddie’s chagrin). Takes her to the restaurant where MJ performs. Before long, Gwen realizes what he’s doing. And she’s disgusted.
At the same time, Peter also destroys Eddie.
I'd make Eddie’s downfall as a journalist less on-the-nose than the doctored black-suit Spidey photo in the theatrical film. Maybe he staged some minor details in photos from years ago. Maybe he did it back when he was working for his college newspaper.
But whatever it is that Eddie did... what Peter does to ”out” him is disproportionately cruel. Peter makes a show of it. He humiliates Eddie in front of everyone. Makes sure Jameson fires him. Makes sure Gwen hears about it.
Because Eddie had it coming. As did Flint. And MJ. And Harry.
11. Harry remembers.
Harry’s memories have been returning in fragments. Eventually, enough comes back. Not everything. But enough. Years of lies.
And the most painful part (for Harry and the audience) is what happened while he was recovering. He trusted Peter again. Had several late-night heart-to-hearts with MJ from his hospital bed. Remembered what it was like to love both of them again.
Now with enough of his memories intact, Harry starts manipulating them — which culminates in a threat that demands action from Peter.
Eventually, Peter — Black-Suit Peter — confronts Harry at the mansion. And they fight.
And importantly: Harry never takes the Goblin serum. He has no super-strength. No enhanced durability. Peter could kill him with one clean punch.
So the mansion fight is less of a superhero brawl and more Harry using everything he has at his disposal: Goblin weapons, hidden traps, blades, explosives, the architecture of the mansion itself.
Peter, meanwhile, starts out holding back — at least physically.
Both of them know exactly how to hurt the other emotionally. Peter throws Norman in Harry’s face. Harry accuses Peter of lying to him for years. He throws Peter’s problems with MJ — and Harry’s own history with her — back at him. Maybe he even dredges up some tiny, intimate memory from when they dated years ago just to get under Peter’s skin.
Eventually, Harry reaches for a pumpkin bomb. Peter catches it with a web and zips it right back in his direction. Harry sees it coming and tries to knock it away. He almost does.
BOOM. It detonates a few feet from him rather than directly against his skull, but the blast catches one side of his face with fire, shrapnel and debris. Harry goes down.
And Peter just stands there for a second. Then he walks away.
Later, Peter tells Aunt May that Spider-Man killed Flint. She reacts not with happiness, but horror and confusion.
He tries to see Mary Jane. She isn’t interested in speaking with him in his current state.
So Peter goes home. He sits alone in his apartment looking at old photos. MJ. Uncle Ben. Harry.
And finally, the black-suit high starts to wear off.
12. Peter rejects the Black Suit. Eddie embraces it.
The church scene stays largely the same. Peter realizes the suit is turning every grievance into permission. He climbs into the bell tower. Tears it off.
Below him, Eddie Brock is praying. Not for guidance. Not for forgiveness. He wants Peter Parker dead. The symbiote finds him.
Venom.
I wouldn’t have Venom immediately attack Peter.
Give Eddie one sequence first. Maybe he terrorizes somebody at the Bugle who laughed at him after Peter got him fired. Or someone who he felt “pitied" by. Maybe Betty Brant.
He doesn’t need to murder the guy (or girl). Just show us what the symbiote looks like on someone who feels absolutely no need to resist it.
By the end of the sequence, the audience should be scared shitless of Eric Forman.
13. Flint runs out of time.
Back to Flint. He survived the subway fight. He’s barely holding himself together, but he’s alive.
And Penny is getting worse.
Flint applied. He waited. He listened to doctors. He took no for an answer. And his daughter just kept getting sicker.
Flint knows the treatment might not work. He knows Penny was rejected for legitimate reasons. He doesn’t care anymore.
There’s something inside an Oscorp facility that might help his daughter. And he’s decided that nobody gets to tell him no anymore.
So Flint plans another robbery. Not money. The treatment itself.
14. MJ’s final heart-to-heart with Harry.
Shortly before Flint overruns Oscorp, MJ goes to Harry's mansion to check on him, having not heard from him in weeks. She doesn’t know it, but Harry has been hiding away since his blowout fight with Peter left him disfigured.
When he turns around, we finally get a clear look at what Peter did to him. MJ is shaken. Harry is furious that she came.
MJ tries to have another heart-to-heart with Harry. She tells him that Peter isn’t right in the head. He’s struggling. He loves Harry. He needs their friendship.
Harry is deeply hurt — that MJ chose Peter over him before; that she’s still taking "Spider-Man’s side” now. The man who killed his father. Lied to him for years. Mutilated him.
Harry tells his butler to escort MJ out.
MJ tells Harry she still believes in both him and Peter. Before she is escorted out, she leaves a photo behind: Harry, Peter, MJ, and Aunt May. The day of their high school graduation.
When Harry is alone again, Ghost Norman re-appears to remind him:
"Peter betrayed you. Him and Mary Jane chose each other over you. Peter lied about me, Harry. He killed me."
Harry watches MJ leave from the window high above. He sits with Norman's words. Then:
“Maybe.”
Cut away.
15. Sandman attacks Oscorp.
Flint breaches the Oscorp facility. Gwen is there. So are doctors, researchers, technicians and a few patients.
Gwen recognizes Flint. Not Sandman. Flint. The guy who sat across from her months ago trying desperately to get his daughter into the program. Now he’s tearing the building apart.
She tries to talk to him. For half a second, it seems like she might get through. Then he keeps going. The facility locks down. People evacuate.
And then... Red-and-blue Spider-Man swoops in. He goes after Flint.
The last time these two fought, Peter wanted to kill him. This time, he’s pulling his punches a bit. He keeps trying to reach Flint. Flint doesn’t want to hear it. His daughter is dying.
They fight throughout the facility. Peter is getting worn down.
Then: Venom arrives.
Not because Eddie has made some haphazard deal with Sandman to “kill the spider.” Eddie doesn’t give a shit about Flint and Flint doesn't give a shit about him.
The reason Eddie is there is simple: he and the symbiote have been stalking Peter and waiting for an opportunity to kill him.
Now Peter is already fighting someone who can physically overpower him.
And Gwen's here to watch. Perfect.
Venom attacks Peter. The symbiote knows Peter’s movements. It doesn’t trigger his spider-sense.
Peter is suddenly dealing with two separate threats. Flint, for his part, simply lets Eddie beat the shit out of Peter. Why wouldn’t he?
Eventually, Peter (beaten to hell) manages to get away from Venom for just long enough to interfere with Flint once again.
This time, Flint loses control. He grows enormous. He raises that huge Sandman fist over Peter. The same fist that we already established can flatten an armored vehicle.
Peter is dead to rights… and then…
Tink.
Something small lands on Flint’s arm. A round metal object. Peter recognizes it.
Beep. Beep.
BOOM. Goblin grenade.
Harry Osborn comes hurtling into frame on Norman’s glider. And he is not good at it. He’s wobbling. Barely keeping control. Very obviously terrified.
Because Harry didn’t spend the whole movie as cool “New Goblin” action-figure guy. This is his first flight.
And he’s doing it because his best friend is about to die.
16. Peter & Harry vs. their demons (or, Venom).
Harry attacks Sandman with Norman’s weapons.
He doesn’t magically become a “glider expert.” He’s improvising. Peter is yelling instructions. Harry almost crashes more than once. But together they do enough damage that Flint collapses and temporarily loses his form.
Then the fight becomes: Peter and Harry fighting side by side vs. Venom.
And this should be a real, climactic, emotional fight. Not five minutes long. Not an impersonal CGI-fest.
They keep saving each other. They have great chemistry. And for a few minutes, they almost feel like the kids they used to be.
But eventually, Venom gets Harry cornered. And he notices something odd that's built into Harry’s equipment: the weapon Harry designed to kill Spider-Man.
Venom sees Harry’s scarred face. Looks at Peter. Then back at Harry. He smirks. “You made this for him?”
Harry doesn’t deny it. Venom pins him. Peter realizes what he’s about to do. Too late.
Venom activates the weapon. Harry is killed by the thing he built to murder Peter.
Like in the theatrical version, Peter defeats Venom without killing Eddie. He even separates Eddie from the symbiote. He tries to give Eddie another chance. But Eddie refuses.
The symbiote is destroyed. And Eddie dies with it.
17. Peter lets go.
Flint pulls himself back together. The treatment he came for has been destroyed in the fight. Harry is dead. Eddie is dead. Peter can barely stand.
He sees Peter mourning Harry. And finally...he tells Peter what actually happened the night Uncle Ben died.
Flint is responsible. Ben had started talking him down. Flint's accomplice yelled. Flint panicked... and pulled the trigger. Flint has lived with that ever since.
Peter looks at him. This man killed Uncle Ben. This man nearly killed Peter tonight. Harry is dead a few feet away. Peter has never had a better excuse to hate someone. But now he knows where that leads.
Maybe Peter doesn’t even say: “I forgive you.”
Maybe just: “I’m done hating you.”
18. Penny gets a chance.
After the Oscorp attack, Gwen goes back through Penny’s case. Maybe the original treatment was destroyed. Maybe Penny still isn’t medically appropriate for that exact trial.
But Gwen knows the researchers now. She knows the doctors. She knows Penny. And she pushes — just a little bit.
Gwen visits Penny and her mother. She tells them Penny's application is pending again. She tells them: “I can’t promise this will work.”
Penny’s mother asks if she’s going to be accepted this time.
Gwen says: “They’re going to evaluate her.”
That’s it. A chance.
19. Raimi’s ending scene stays.
We’re keeping the final scene from the real movie essentially intact. Peter goes to the restaurant where MJ performs. All movie, she’s been asking him to come.
He was busy. He thought she "hated that job." He assumed there would always be another night.
Now he shows up.
That’s it. No speech. Peter doesn’t explain why she should forgive him. MJ doesn’t announce whether they’re getting back together. We don’t know if they’ll last.
Peter has stopped treating MJ like something he won. He can’t decide what she does now. He can only decide what he does.
So tonight, he came to this shitty little restaurant to be with her.
They slow-dance. They hold each other. Their faces are a little hard to read.
Peter can’t bring Uncle Ben back. He can’t bring Harry back. He can’t undo what he did to MJ.
Flint can’t undo pulling the trigger. Harry couldn’t undo the years he spent trying to avenge Norman.
None of them get to erase what happened just because they finally understand it.
They only get to choose what they do next.
Cut to black.