A young man (Tobey Maguire) who's just graduating from high school, is bitten by a genetically designed super-spider and the combination of their DNA enables him to spin webs, he becomes super strong and has heightened senses. At the same time, a super-villain, the Green Goblin, shows up and he will do whatever it takes to advance the finances of his civilian alter ego. Based on the Marvel Comics characters. Also with Willem Dafoe, Kirsten Dunst, James Franco and J.K. Simmons. [2:01]

SEX/NUDITY 3 - Spider-Man and a young woman kiss passionately, a young man and woman kiss, and a young man tries to kiss a young woman's cheek. Photographs of women in bikini bottoms with their arms covering their bare breasts hang on a man's office wall. We see a young man bare-chested a couple of times and another man is bare-chested. A young woman's top gets soaked and we can see the outline of her nipples. Four women are shown in bikini tops and shorts exposing cleavage, the sides of their breasts, bare midriffs, backs and legs. A young woman is shown in outfits that expose her cleavage, bare abdomen and legs (mini-skirts, tight tops and hip huggers). A young man and woman flirt in a couple of scenes. There is some sexual innuendo: a young man flexes in front of a mirror, looks down and says "big change," a man remarks about teenagers' "raging hormones," women are interviewed and make remarks about Spider-Man's physique.

VIOLENCE/GORE 6 - A man is killed by being impaled and pinned to a wall (we see his mouth full of blood). Gas fills a tank where a man is strapped to a table; the man convulses, his eyes go white, he screams and eventually appears to die (there is a quick, loud flashback to this scene). Spider-Man and the Green Goblin have several encounters: The Green Goblin holds a dangling gondola (filled with children) by the cable, and a young woman by the throat, over the side of a bridge and drops them both. He then threatens Spider-Man (by flying his glider back and forth around him) who dangles from a web trying to save them all. Spider-Man hits the Green Goblin sending him sailing through a large balloon, the Green Goblin grabs Spider-Man by the back of the head, slams him into a wall repeatedly and throws him to the ground. The Green Goblin punches Spider-Man in the face and throws many bladed weapons at him (one cuts Spider-Man's arm). A large explosion knocks a woman to the floor of her house and the Green Goblin hovers over her (we see a bloody cut on her cheek). A glider with blades flies toward Spider-Man, and Spider-Man is threatened with a pointed weapon. A bomb explodes near Spider-Man and we see him thrown back from the blast. The Green Goblin punches Spider-Man repeatedly (we see a bit of blood on his face) and throws him through and into a few brick walls, and Spider-Man punches the Green Goblin in the head repeatedly and pulls a brick wall down on top of him. The Green Goblin flies a glider toward a parade, he fires rockets at a balcony where many people are gathered, he throws another explosive device that makes a group of people disintegrate (we see their skeletons turn to dust), and the balcony and part of the building begin to crumble and fall to the street below; a boy is nearly crushed by falling rubble, and a young woman falls from the balcony toward the street. Spider-Man fights with a man, slamming him into a door and breaking some glass with his head, the man pulls a knife and throws it at Spider-Man, and then he holds a gun to Spider-Man's head; Spider-Man twists and breaks the man's arm (we hear a crunch and see the twisted limb) and the man stumbles back through a window and falls to the ground below (we see his body). A man in a flying "exoskeleton" suit is shot out of the air. Spider-Man goes into a burning building that explodes. The Green Goblin blows a large window out of a man's office and grabs him by the throat, threatening him. Spider-Man chases a man in a car, jumps on the roof, and punches through it while the man shoots at him through the roof; Spider-Man jumps on the hood and punches through the windshield breaking it and causing the car to crash into a gate. Spider-Man is sprayed by a gas and falls from a building unconscious. Spider-Man fights a number of people at one time in a couple of scenes; he pounces, punches, kicks and throws some crashing into windows. Also, Spider-Man foils many attempted robberies by projecting spider webs, punching and pouncing on the perpetrators; we see some dangling from the webs, and some are wrapped in webs. A man is grabbed by the throat, thrown through a window and crashes into a table (we hear later that he was murdered). A man pulls a gun on another man, hits him in the head and we see a bloody gash on the victim's forehead. We watch a man die from a gunshot wound, and a dead man is placed on a sofa. A young woman is chased into an alley by four men who surround her and pull a knife on her. A young man fights a man inside a cage during a match: He leaps back and forth out of the way, he is hit with a chair repeatedly, and he is slammed into the cage bars; then the other man is kicked, sent sailing into the cage bars and lands hard on the mat unconscious. We see a wrestling match where a man is slammed to the mat and jumped on by another man, and another man is thrown out of the ring and crashes into a table. A young man punches a locker, denting it, punches at a young man's face repeatedly (missing); the young man being punched at dodges the punches and then twists the other young man's arm and punches him, sending him through a hallway where he crashes into a man who spills his food tray on his head. A spider climbs onto a young man and bites him on the hand (we see the spider and its two pincers in a close-up) leaving two red spots; then a large lump develops and the young man becomes ill, getting sweaty and fainting. We see a close-up of a young man's thumb as tiny spikes sprout. Spider-Man hangs from a ceiling and drops of blood land on the floor below. A young man has drops of blood on his shirt after being hit in the head with a falling rock. A group of people gathered on a bridge throws things (pipes, stones, etc.) at the Green Goblin. A wounded man on a stretcher says "I can't feel my legs." The young man who will become Spider-Man tests his spider powers by climbing sheer walls, spraying webs, jumping and swinging across rooftops -- one big swing sends him crashing into a wall; he also knocks things around (a lamp, a model, etc.) breaking them while testing his web in his room. A young man is tripped on a school bus and falls hard to the floor, a young man is smacked on the back of the head with a tray full of food, and a young woman slips and nearly falls. A young woman is verbally abused by her father on several occasions. A young man is teased and called names.

LANGUAGE 3 - There are 3 words that could be muffled F-words during unintelligible shouting (it's very unclear), 3 anatomical terms, 4 mild obscenities, 8 religious exclamations and some insults.

SUBSTANCE USE - A man is shown drinking alcohol.

DISCUSSION TOPICS - Super heroes and super villains, genetic design, jealousy, madness, hearing voices, split personalities, slander and libel.

MESSAGE - With great power comes great responsibility.