View source for Spider-Woman 3 (2007 film) (gender swap)

== Plot ==
One year after Dr. Olivia Octavius's sacrifice, Petra Parker plans to propose to Marius John Watson, who has made his Broadway musical debut. In Central Park, a meteorite lands nearby during their date, from which an extraterrestrial symbiote oozes out and follows Petra to her apartment by attaching to her motorbike. Harriet Osborn, knowing Petra is Spider-Woman, seeks to avenge her mother's death. Using Nora's performance-enhancing gas and Green Goblin technology, she battles Petra to an eventual stalemate, developing partial amnesia after falling from her glider. Meanwhile, police pursue escaped convict Felicity Marko, who visits her husband and sick son before fleeing. She falls into an experimental particle accelerator that fuses her body with the surrounding sand, and gains the ability to control and reform her body with sand, becoming Sandwoman.

During a festival honoring Spider-Woman for saving Gwain Stacy's life, Petra kisses him to please the crowd, angering Marius John. Marko then robs an armored truck and escapes after a duel with Spider-Woman. NYPD Captain Georgie Stacy, Gwain's mother, informs Petra and her uncle Marc that Marko is aunt Benita's true killer; the initial suspect was simply Marko's accomplice. While waiting for Marko to emerge from hiding, the symbiote assimilates Petra's suit as she sleeps in it. Petra awakens on top of a building, discovering that the symbiote has turned her suit black and enhanced her powers, but it also heightens her aggression.

Petra battles Marko in a subway. Finding that water weakens her, Petra opens a pipe, turning Marko into mud and washing her away. Petra's new attitude alienates Marius John, who kisses Harriet and departs regretfully. A hallucination of her mother prompts Harriet to recover from amnesia and force Marius John to break up with Petra. Later, Harriet tells Petra Marius John is dating her. Under the symbiote's influence, Petra fights Harriet, spitefully claiming her mother never loved her. As Petra leaves, Harriet throws a pumpkin bomb, which Petra deflects, disfiguring Harriet's face.

At the ''Daily Bugle'', Petra exposes rival photographer Ellie Brock, whose fake photos incriminate Spider-Woman. Publisher J. Jona Jameson, outraged at Brock's false photo and having to print a retraction, fires Brock and promotes Petra to staff photographer. Later, Petra brings Gwain to a jazz club where Marius John now works, in an attempt to make him jealous. Upon realizing Petra's true intentions, Gwain apologizes to Marius John and leaves. After assaulting the bouncers and accidentally hitting Marius John, Petra realizes that the symbiote is corrupting her. Retreating to a church's bell tower and discovering that the sounds of clanging metal weaken the creature, Petra removes the symbiote. Seeing the event from the pews below, Brock becomes the symbiote's new host and turns into Venom.

Brock locates a still-living Marko and convinces her to join forces to kill Spider-Woman. Brock abducts Marius John and holds him captive from a web at a construction site, intending to kill him in revenge for Petra ruining her, while Marko keeps the police at bay. After a now scarred Harriet declines to help Petra, Harriet's butler reveals that Nora's death was not Spider-Woman's fault. While Brock and Marko pin Petra down, Harriet arrives to help Petra and save Marius John. Brock attempts to impale Petra with Harriet's glider, but Harriet jumps in and is impaled instead. While remembering the symbiote's weakness, Petra assembles a perimeter of metal pipes to create a sonic attack, weakening it and allowing Petra to separate Brock from the symbiote.

Petra activates a pumpkin bomb and throws it at the hostless symbiote. Having become addicted to its influence, Brock tries saving the symbiote, but both are vaporized. Marko explains that Benita's death was an accident that has haunted her, and that everything she has done was to help her son. Petra forgives Marko, allowing her to escape. Petra and Harriet reconcile before the latter dies from her injuries. Some time after Harriet's funeral, Petra visits Marius John at the jazz club, where they embrace and share a dance.

== Cast ==

* Amanda Leighton as Petra Parker / Spider-Woman
* Hayes Grier as Marius John Watson
* Rosabell Laurenti Sellers as Harriet Osborn / New Goblin
* Tom Selleck as Marc Parker
* Kirsten Wiig as J. Jona Jameson
* Claudia Black as Dr. Clarice Connors
* Lena Headey as Nora Osborn / Green Goblin
* Ann-Margret as Benita Parker
* Yvette Nicole Brown as Josephina "Robin" Robertson
* Courtney Act as Demi Carradine / The Carjacker 
* Dylan Sprouse as Beck Brant
* Betsy Brandt as Felicity Marko / Sandwoman
* Poppy Drayton as Ellie Brock / Venom
* Alex Høgh Andersen as Gwain Stacy
* Frances Conroy as Captain Georgie Stacy