Tobey Maguire as Spider-Man / Peter Parker

Willem Dafoe as Green Goblin / Norman Osborn

Kirsten Dunst as Mary Jane Watson

James Franco as Harry Osborn

Cliff Robertson as Ben Parker

Rosemary Harris as May Parker

J.K. Simmons as J. Jonah Jameson

Joe Manganiello as Flash Thompson

Gerry Becker as Maximilian Fargas

Bill Nunn as Joseph 'Robbie' Robertson

Jack Betts as Henry Balkan

Stanley Anderson as General Slocum

Ron Perkins as Dr. Mendel Stromm

Michael Papajohn as Carjacker

K.K. Dodds as Simkins

Ted Raimi as Hoffman

Bruce Campbell as Ring Announcer

Elizabeth Banks as Miss Brant

John Paxton as Houseman

Tim DeZarn as Philip Watson

Taylor Gilbert as Madeline Watson

Randy Poffo as Bone Saw McGraw

Larry Joshua as Wrestling Promoter

Timothy Patrick Quill as Wrestling Arena Guard

Lisa Danielle as Bone-ette

Natalie T. Yeo as Bone-ette

Erica D. Porter as Bone-ette

Kristen Davidson as Bone-ette

Jason Padgett as Flash's Crony

Shan Omar Huey as Teacher

Sally Levi as Girl on Bus

Evan Arnold as Doctor

Jill Sayre as Nurse

Jim Ward as Project Coordinator

David Holcomb as Test Pilot

Octavia Spencer as Check-In Girl

Brad Grunberg as Heckler

Shane Habberstad as Little Billy

Deborah Wakeham as Billy's Mom

Rachael Bruce as Times Square Child

Mackenzie Bryce as Times Square Child

Julia Barrie as Times Square Child

Macy Gray as Macy Gray

Myk Watford as Cop at Fire

Bill Calvert as Fireman

Sylva Kelegian as Mother at Fire

Kristen Marie Holly as Young Lady at Fire

Ajay Mehta as Cabbie

Peter Appel as Cabbie

Scott Spiegel as Marine Cop

Matt Smith as Cop at Carjacking

Sara Ramirez as Cop at Carjacking

Lucy Lawless as Punk Rock Girl

Jayce Bartok as Subway Guitarist

Maribel González as Lady Dogwalker

Amy Bouril as Office Lady

Joseph D'Onofrio as Opinionated Cop

Jim Norton as Surly Truck Driver

Corey Mendell Parker as Chaperone in Tram

Ashley Edner as Girl in Tram

William Joseph Firth as Boy in Tram

Alex Black as Boy in Tram

Laura Gray as Tram Group Mother

Joe Virzi as New Yorker on Bridge

Michael Edward Thomas as New Yorker on Bridge

Jeanie Fox as New Yorker on Bridge

Robert Kerman as Tugboat Captain

Stan Lee as Man in Fair (uncredited)

Una Damon as Lab Tour Guide (uncredited)

Rick Avery as Cop (uncredited)

Peter Aylward as Colonel (uncredited)

Jillian Clare as Crying Girl in Tram (uncredited)

Chris Coppola as Kyle (uncredited)

Jesse Heiman as Spectator at School Fight (uncredited)

Leroy Patterson as World Unity Festival Attendant (uncredited)

Benny Urquidez as Mugger (uncredited)

Scott L. Schwartz as Screaming Wrestler (uncredited)

Jophery C. Brown as Chef (uncredited)

Brian J. Williams as Young Thug #2 (uncredited)

Mark De Alessandro as Cop (uncredited)

Tia Dionne Hodge as Uptown Woman (uncredited)

Loren Janes as Board of Directors Member (uncredited)

Andray Johnson as Balkan's Aide (uncredited)

Martin Pfefferkorn as Thug on 8x10 (uncredited)

Tammi Sutton as Street Vendor (uncredited)

Lindsay Thompson as Mary Jane's Friend (uncredited)

Sean Valla as Boat Light Man (uncredited)

Pete Macnamara as Pentagon Officer (uncredited)

Al Goto as Cop (uncredited)

Joni Avery as Cop (uncredited)

Sam Raimi as Popcorn Thrower (uncredited)

Craig 'Radio Man' Castaldo as Man with Bike (uncredited)

Lou Torres as Enrique