1.         Spider-Man find himself facing his most dangerous foe yet: The Orkin Man!

2.         Venom learns Spider-Man's true identity by hacking his MySpace page.

3.         "Hello, my name ees New Goblin. You keeled my father. Prepare to diee."

4.         Things were already weird enough when Tobey Maguire and Topher Grace were in the same scene, but once Elijah Wood showed up, matter and anti-matter collided and the movie ends in the destruction of the universe.

5.         Kirsten Dunst portrays a terribly untalented actress -- and *still* can't pull it off.

6.         Peter Parker picks a peck of pickled peppers. Previously, Peter partied with Parker Posey and Piper Perabo, then puked.

7.         The Green Goblin shows his softer side with puppy-filled pumpkin bombs.

8.         Peter smiles from ear to ear when Gwen Stacy tells him she likes to be tied up during sex.

9.         After they finally make love, Mary Jane bites off Peter's head.

10.     New below-the-belt web-spinning technique almost got the movie an NC-17 rating.

11.     Spider-Man is reduced to tears by a scathing answering machine message from Alecbaldwin-Man.

12.     The Sandman is 98 percent beach sand and two percent discarded condoms.

13.     Spidey finally enters the 21st century by discovering that great power can be had with no responsibility whatsoever.

14.     A new villain is born when J. Jonah Jameson is bitten by a radioactive dung beetle.

15.     The Sandman's plan to destroy Spider-Man involves a 10-foot wad of Charmin and a really, really big toilet.

and the Number 1 Surprises in Spider-Man 3...

16.     Peter Parker lives up to his name when he falls asleep mid-coitus with Mary Jane.