Winnie the Pooh Meets Spider-Man 3

Winnie the Pooh Meets Spider-Man 3 is another upcoming sequel to be made by CarltonHeroes. It will appear on YouTube in a near future.

Plot
Peter Parker plans to propose to Mary Jane Watson, who had just made her Broadway musical debut. A meteorite crashes near the two in Central Park, and an extraterrestrial symbiote attaches itself to Peter's moped. While fleeing police, escaped prisoner Flint Marko falls into a particle accelerator that fuses his body with surrounding sand, allowing him to shapeshift at will as the Sandman. Peter's best friend, Harry Osborn, who knows Peter is Spider-Man and blames him for his father's death, attacks Peter using weapons based on his father's Green Goblin technology. Harry injures his head and suffers partial amnesia, forgetting that Peter is Spider-Man and his desire for revenge. During a festival honoring Spider-Man, Marko robs an armored car. NYPD Captain George Stacy tells Peter and Aunt May that Marko was Uncle Ben's killer, and Dennis Carradine was only an accomplice. While a vengeful Peter sleeps, the symbiote bonds with him. Peter wakes up hanging from a skyscraper. His costume changes and his powers enhance, but the symbiote brings out Peter's dark side. Wearing the new black suit, Spider-Man locates Marko and battles him in a subway tunnel, reducing him to mud using water.

Mary Jane, whose career is floundering, is humiliated by Peter's changed personality and she finds solace with Harry. Urged on by a hallucination of his father, Harry regains his memory and blackmails Mary Jane to break up with Peter, threatening Peter's life. After Mary Jane tells Peter she is in love with another man (under Harry's direction), Harry meets with Peter and claims to be "the other guy". Later, Peter, wearing the black suit, confronts Harry and battles him. Harry throws a pumpkin bomb at Peter, who deflects it back, disfiguring Harry's face.

Under the symbiote's influence, Peter exposes Eddie Brock, a rival photographer at the Daily Bugle, by submitting doctored photographs showing Spider-Man as a criminal. Furious at having to print a retraction, J. Jonah Jameson dismisses Eddie. Meanwhile, the Sandman recovers from his injuries.

To make Mary Jane jealous, Peter brings Gwen Stacy, a woman Brock believes is his girlfriend, to the nightclub where Mary Jane works; Brock secretly sees them and assumes they are dating. Gwen catches on and storms out. Peter brawls with the bouncers and, after mistakenly hitting Mary Jane, realizes the symbiote is changing him. He retreats to a church bell tower. While trying to remove the symbiote costume, he hits the church's bell, weakening the alien and making it easier to remove. Peter tears the symbiote off and it falls to the lower tower, landing on Brock, who is praying for Peter's death. The symbiote transforms Brock into Venom, and while initially horrified, he gleefully accepts his new form. Venom finds the Sandman and offers to join forces, to which the Sandman agrees.

Mary Jane hails a taxicab but Brock hijacks it and hangs it and a dump truck from a web hundreds of feet above a sand-filled construction site. Peter seeks Harry's help but is rejected. A crowd of people watch as Peter battles Brock. Harry learns the truth about his father's death from his butler and goes to help Peter. Peter is eventually overwhelmed by the villains and is on the brink of being killed when Harry appears. Harry temporarily subdues a gigantic incarnation of the Sandman, breaking him apart. Brock webs Harry's glider, causing it to bump into some pipes, making sonic vibrations that weaken the symbiote. Peter recalls the church bells weakening it previously. Brock tries impaling Peter with Harry's glider, but Harry sacrifices himself by jumping in the way and getting himself fatally injured. Peter forms a ring of pipes around Venom, creating a wall of sonic vibrations. The alien releases Brock, and Peter pulls Brock away from the creature, which can now live on its own. Peter throws a pumpkin bomb from Harry's glider at the symbiote, but Brock, not wanting to lose his only chance of getting revenge, jumps into the symbiote and attempts to throw the bomb away and both are killed by the blast.

Marko reveals that he never intended to kill Ben, but only wanted his car and accidentally shot him when Dennis grabbed his arm, and says that Ben's death has haunted him since. Peter forgives Marko, who dissolves into sand and floats away. Peter and Harry forgive each other before Harry dies with Mary Jane and Peter at his side. Days later, Peter visits the jazz club where Mary Jane is singing, and they begin mending their relationship.