Peter Parker is portrayed by Tobey Maguire. He has become accustomed to his powers as Spider-Man and is planning to marry his love Mary Jane.
Spider-Man's abilities come from a radioactive spider bite. He has the speed, strength and reflexes of a spider. Parker's abilities include sticking to surfaces and a sense of oncoming dangers.
Eddie Brock is played by Topher Grace. Brock is a rival of Parker as they compete for a job at the Daily Bugle. Brock uses a trick to win the job but is exposed by Parker.
Brock receives his superpowers through an alien symboite and becomes Venom. Due to being initially attached to Peter Parker, Venom has enhanced abilities to match Spider-Man.
The alien suit infects both Peter Parker and Eddie Brock. In the final battle Parker uses sound vibrations to remove the suit from Brock. He throws a pumpkin bomb at the suit, but Eddie jumps in close just as the explosion starts, supposedly destroying them both.