nd his responsibility as Spider-Man. But more challenges arise for our young hero. Peter's old friend Harry Obsourne has set out for revenge against Peter; taking up the mantle of his late father's persona as The New Goblin, and Peter must also capture Uncle Ben's real killer, Flint Marko, who has been transformed into his toughest foe yet, the Sandman. All hope seems lost when suddenly Peter's suit turns jet-black and greatly amplifies his powers. But it also begins to greatly amplify the much darker qualities of Peter's personality that he begins to lose himself to. Peter has to reach deep inside himself to free the compassionate hero he used to be if he is to ever conquer the darkness within and face not only his greatest enemies, but also...himself.

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a lovable, quirky, neurotic NY native, living in LA with his beautiful girlfriend, Sammy(Kristen Ruhlin). A girl he knows how lucky he is to have in his life, since she was previously married to John: a, tall, fit, gorgeous, extremely successful Harvard med school graduate, who she's remained cordial with. Before Sammy, Sam hasn't had much success, romantically. He's an emerging filmmaker with one feature film under his belt that nobody's heard of. And she's an aspiring actress, inching for her big break, which may never come, unless Sam offers her the female lead in his next project, which he does... the night before one of the hottest, most in demand actresses working today, Kim Powers(Hilary Duff), expresses interest in playing the role. Sam wears his heart on his sleeve and has always been honest with Sammy, but now he's caught in a pickle...

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