Hiding out from the law at a beachside nuclear testing ground, William Baker (aka Flint Marko) discovers that his radiation-bombarded body has fused with the sand particles, allowing him to change his form from human to sand-monster.

Powers: Can shape-shift at will, as well as change his size; able to harden the sand in his body to make himself impervious to attacks and dish out major punishment.

Weaknesses: Water and/or ice.

Threat level: He's not particularly dangerous if you're fighting him in the middle of winter by an ocean, but on a summer day in midtown Manhattan, he's a formidable opponent.

A bad guy created for the movies, Harry Osborn blames Spider-Man for the death of his father Norman aka the Green Goblin, and takes up his daddy's mantle.

Powers: In addition to all of his dad's equipment, including the goblin glider and pumpkin bombs, Harry's got some fresh tricks up his sleeve.

Weaknesses: Daddy issues.

Threat level: This whiny papa's boy has too many internal demons to be much of a threat.

Blaming Spider-Man for his downfall, disgraced journalist Eddie Brock willingly bonds himself to a powerful alien symbiote that shares his hatred for Spidey.

Powers: Venom is basically a more powerful version of Spider-Man -- which is exactly what makes him so dangerous.

Weaknesses: Sonic noises and fire.

Threat level: Other Spidey villains have more depth, but few can dish out as much punishment as Venom.

FUTURE VILLAINS

Lizard (Played by Dylan Baker -- as already seen in Spider-Man and Spider-Man 2)

While trying to develop a serum to regenerate his missing arm, scientist Curt Connors winds up transforming himself into a violence-prone human/lizard hybrid.

Powers: Possesses exceptional strength and agility along with a nifty healing factor, a la Wolverine.

Weaknesses: Lizards don't much care for cold. Also, Connors has a soft spot for his estranged wife and young son.

Threat level: When he's in the grip of one of his reptile rages, this Lizard can cause some major damage. But Spidey is often able to calm him down by appealing to Connors' rational, scientific side.

Hobgoblin (Played by David Morse)

Contrary to popular belief, the Hobby isn't a direct descendent of the Green Goblin. Several people have donned his orange hood over the years, beginning with ruthless business tycoon Roderick Kingsley, who swiped the original Goblin technology after discovering one of Norman Osborn's secret hideouts.

Powers: Super-strength and lots of Goblin gadgets.

Weaknesses: Not the sanest guy on the block.

Threat level: Although he can put Spidey through his paces, when it comes to Goblins, it's best not to accept any substitutes.

Carnage (Played by Ashton Kutcher)

During one of Eddie Brock's numerous jail stays, he bunked with fellow criminal Cletus Kasady, who wound up inheriting a bit of the alien symbiote and transformed himself into a super-powered psycho killer.

Powers: Possess all of Venom's abilities and can also create sharp blades along with his version of webbing.

Weaknesses: Sonics and fire.

Threat level: Carnage is just as powerful -- if not more so -- than his "daddy."

The Vulture (Played by Patrick Stewart)

After learning his business partner had been siphoning away his share of their profits, engineer Adrain Toomes dons his specially created electromagnetic flying harness and embarks on a second career as a winged thief.

Powers: Can soar through the air with the greatest of ease and can lift up to 700 pounds when wearing the harness.

Weaknesses: Toomes isn't exactly a young man; when he's out of costume, he's just another cranky old dude.

Threat level: The Vulture has outsmarted Spider-Man a few times, but in hand-to-hand combat, the wall-crawler has the edge.

Electro (Played by Matt Damon)

A freak encounter with a bolt of lightning leaves electrician Max Dillon with some -- wait for it -- shocking new abilities.

Powers: Able to shoot lightning bolts out of his fingers and mentally command all electrical devices.

Weaknesses: What doesn't mix well with electricity? Water!

Threat level: Spider-Man is a great brawler, but Electro's deadly energy blasts means its tough for him to get in close.

Kraven the Hunter (Played By The Rock)

Already a renowned hunter, former Russian nobleman Sergei Kravinoff became something much more after consuming some special potions prepared for him by a jungle witch doctor.

Powers: In addition to being experiencing with all manner of hunting weaponry, Kraven also possesses the strength and speed of any wild animal.

Weaknesses: Too proud for his own good.

Threat level: How good a hunter is Kraven? So good, he actually captured Spider-Man and buried him alive!

A total party girl when they first met, this knockout red-head (who earns a big paycheck as a model and actress) has since become a more sober and serious person.

Comic status: Happily married to Peter; not-so-happily-married to Spider-Man

Played by: Kirsten Dunst

True love?: Considering all that they've been through, Peter and Mary-Jane must really love each other to remain husband and wife.

Gwen is beautiful, blonde, intelligent, kind ... all around, she sounds like a perfect girlfriend.

Comic status: Killed by the Green Goblin.

Played by: Bryce Dallas Howard.

True love?: It was, but sadly it wasn't meant to last.

BETTY BRANT

A good workplace friend who briefly became something more

Comic status: Betty continues to work at the Daily Bugle as an investigative reporter.

Played by: Elizabeth Banks

True love?: More of a brief fling.

LIZ ALLAN

One of Peter's chief tormenters back in high school, this mean girl eventually developed a big crush on the skinny dork. Later on, she married Harry Osborn and give birth to his son ... and potential future Goblin.

Comic status: Taking care of Norman Jr.

Played by: The movies pointedly never included this character, but if they had, Brittany Murphy would have fit the part.

True love?: Nah, she's just a high-school crush.

BLACK CAT

This adventure seeking vigilante and cat-burglar prowls the town after-hours in a skintight outfit.

Comic status: Cat most recently joined the new Heroes for Hire team.

Played by: Black Cat has yet to grace the silver screen, but when she does, may we suggest Jessica Alba?

True love?: Petey was head over heels for her, but she was more attracted to Spider-Man than Peter Parker.