Ben 10 Fan Fiction Wiki
Ben 10 Fan Fiction Wiki
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Spidermonkey 3 is a movie that takes place in the main timeline of the Galactic Protectors series.


Carter Spainhower plans a first date with Meredith Caveleri, who has just made her Broadway musical debut. Meanwhile, a small meteorite crashes near the two in an Indiana park, and an extraterrestrial symbiote attaches itself to Carter's bike. Elsewhere, police pursue escaped prisoner Flint Marko. He breaks into the site of an experimental particle accelerator, which fuses his body with the surrounding sand and allows him to shapeshift at will as the Sandman.

Carter's best friend, Luke Fillenworth, who knows Carter is Spidermonkey and believes that Carter is responsible for his father Norman Fillenworth's death, attacks Carter using new weapons based on his father's Green Goblin technology. Luke injures his head on a pipe and suffers from partial amnesia, making him forget his revenge and that Carter is Spidermonkey.

During a festival honoring Spidermonkey, Marko robs an armored car. NYPD Captain George Sorley-Spencer, Summer's father, tells Carter and Grandma Bonnie that Marko was Jim Spainhower's killer, and the deceased Dennis Carradine only an accomplice. While a vengeance-obsessed Carter sleeps as Spidermonkey, the symbiote bonds with him. Carter wakes up hanging from a skyscraper and discovers his color scheme has changed and his powers have been enhanced. But the symbiote brings out Carter's dark side. Wearing the new black omnitrix, Spidermonkey locates Marko and fights him in a subway tunnel. He discovers water is Marko's weakness and uses a water pipe to reduce the Sandman to mud.

Carter's changed personality alienates Meredith, whose career is floundering, and she finds solace with Luke. Luke recovers from his amnesia and, urged on by a hallucination of his dead father, compels Meredith to break up with Carter. After Meredith tells Carter she loves somebody else, Luke meets with Carter and claims to be "the other guy". Later, Carter, wearing the black omnitrix, confronts Luke and after a brutal fight, spitefully tells him his father never loved him. Luke throws a pumpkin bomb at Carter, who deflects it back, disfiguring Luke's face.

Under the symbiote's influence, Carter exposes Alex James, a rival photographer at the Daily Journal, for submitting doctored photographs showing Spidermonkey as a criminal. Furious at having to print a retraction, Will Harangue fires Alex. Meanwhile, the Sandman recovers from his injuries.

To make Meredith jealous, Carter brings Summer to the nightclub where Meredith works. Summer catches on and storms out. Carter gets into a fight with the bouncers and after accidentally hitting Meredith, he realizes the symbiote is changing him. Retreating to a church bell tower, he finds he cannot remove the symbiote. But the alien weakens as the church bells ring. Carter tears the symbiote off and it falls to the lower tower, landing on Alex, who is praying for Carter's death. The symbiote attaches to him and Alex, transformed into Venom, finds the Sandman and offers to join forces.

Alex hijacks Meredith's taxi cab and hangs it from a web hundreds of feet above a sand-filled construction site. Carter seeks Luke's help, to no avail. Luke later learns the truth about his father's death and decides to help Carter. Luke temporarily subdues a gigantic incarnation of the Sandman while Alex tries to impale Carter with Luke's glider. Luke jumps in the way and is stabbed instead. Fighting the symbiote, Carter recalls how the church bells weakened it. He grabs pipes and creates a ring around the symbiote, creating a wall of sonic vibrations. The alien releases Alex, and Carter uses his webbing to pull Alex from the creature. However, the symbiote, having gained more than enough power from Carter and Alex, is capable to live on its own without a host. Carter throws a pumpkin bomb at the symbiote, but Alex jumps in to rebond with it, and both are destroyed by the blast.

Marko tells Carter he never intended to kill his grandfather, but only wanted his car and shot him by accident when Dennis grabbed his arm. He claims Jim's death has haunted him since. Carter forgives Marko, who dissipates and floats away. Carter and Luke forgive each other, and Luke shows Meredith and Carter he survived the impalement with his newly discovered Osmosian powers. Days later, Carter visits the jazz bar where Meredith is singing, and they dance.


  • Carter Spainhower / Spidermonkey
  • Meredith Caveleri
  • Luke Fillenworth / New Goblin
  • Bonnie Spainhower
  • Will Harangue
  • Dr. Todd Croy
  • Joseph "Robbie" Robertson
  • Betty Brant
  • Jim Spainhower
  • Ursula Ditkovich
  • Summer Sorley-Spencer
  • Captain George Sorley-Spencer


  • Luke Fillenworth / New Goblin
  • Norman Fillenworht / Green Goblin
  • Dennis Carradine
  • Flint Marko / Sandman
  • Alexander "Alex" James / Venom

Aliens Used[]

By Carter[]

  • Spidermonkey
  • Spidermonkey (Symbiote form)

By Alex[]

  • Spidermonkey (Symbiote form)


  • This movie is the final movie in the Spidermonkey trilogy
  • Though unshown, the omnitrix scanned the symbiote's DNA when it bonded to Spidermonkey.

See Also[]

Iron Stone

The Incredable Four Arms

Iron Stone 2

Alien X (film)

Captain Anodite: The First Protector

The Protectors

Spidermonkey (film)

Spidermonkey 2

The Amazing Spidermonkey (film)