Who the hell are you Spider-Man 3 and what have you done with the franchise I loved? After the massive commercial success of first two Spider-Man chapters, my expectations had been raised fairly high. The more time that passes the more I reflect on how disappointing Spider-Man 3 sadly is. Part of my dashed hopes are because the 2004 Spider-Man sequel was a wonderful follow-up to a pretty swell introduction, and I placed that movie in my Top Ten list for the year and consider it one of the best comic book movies of all time. There’s some great popcorn entertainment to be had with Spider-Man 3, but man is this film just beside itself in wasted potential, a lack of focus, and some really poor choices.

Things are going pretty well for Peter Parker (Tobey Maguire). He plans on asking Mary Jane (Kirsten Dunst) to marry him and New York City is planning a parade out of appreciation for Spider-Man. But the good times can’t last long. Harry Osborn (James Franco) has accepted his fate and become a second generation Green Goblin villain, out to avenge his father’s death at the hands of Spider-Man. But Peter also has to be on the lookout for his job at the newspaper. Eddie Brock (Topher Grace) is an unscrupulous photographer out to replace Parker and nab a picture of Spider-Man caught in a bad light. An alien substance has also hitched a ride to Earth via meteorite and sought out Peter Parker. The black goo attaches itself to Peter and forms a black Spidey suit, one that gives him intoxicating power and a slimy menace. The new Peter cavalierly flirts with bouncy lab partner Gwen Stacy (Bryce Dallas Howard), hurts his friends, and loses his do-gooder ways.

Meanwhile Flint Marko (Thomas Haden Church) has escaped from prison. It seems the police got it wrong and now inform Peter that Marko confessed to being the one who killed Peter’s uncle. While on the run Marko happens to tumble into an open pit that is a science experiment and becomes fused at a molecular level with sand. He uses this new power to rob banks in order to save his sick daughter at home. Peter, with the power of the alien suit, hunts the Sandman to get his own slice of sticky vengeance.

The film has way too much on its plate. There are too many characters, too many undeveloped storylines, too many coincidences, too many contrivances (Amnesia? Really? Really?), and too many aborted moments of drama. Spider-Man 3 is an undisciplined mess. The film practically stumbles from one scene to the next and lacks the coherency and intelligence of the earlier entries in the series. The third film tries to do too much and please too many interests, and as a result it may end up pleasing few fans. I had some trepidation when I learned that there was going to be upwards of three villains for this movie, but I swore that it could work since Batman Begins confidently worked around a trio of big bads. Three villains do not work in Spider-Man 3. Let me dissect this rogue’s gallery and where they fall short.

1) The Sandman is kind of a lame idea from the start. His power seems to limit his available locations, and I’m surprised that he wouldn’t stick to beach areas as a means of playing to his sandy strengths. Regardless, the character plays no part in almost anything that happens, and the Sandman is given one note to play. He’s got a sick daughter and he robs to try and pay for her medicine. That’s great on paper but it never really seems to give the character any sense of urgency or frustration. If he got special sand powers why not sneak into banks through cracks in walls instead of forming as a giant sand monster? Church attempts to imbue the character with a sad soul but he just comes across as being wooden. If he was really on the hunt for money to save his daughter then why does he just slouch around all the time? Wouldn’t it be easier to rob a city not patrolled by a web slinging super hero? How can he say he’s a misunderstood victim of luck just minutes after he tried killing Peter? He seems like a dull lunkhead. The Sandman is given a tiny wisp of character detail (sick kid!) and that’s it. He doesn’t get any other characterization and is kept on the run and pops up whenever the film needs him. He becomes a token character until the very end where Church is given 2 minutes to pour his heart out to Peter. Two minutes of character at the start, two minutes at the end, and a gaping center. The Sandman isn’t so much a character as the ideal of some issue that the filmmakers want to have Peter work through.

And what is that issue? Why vengeance and forgiveness. You see, Spider-Man 3 foolishly rewrites its own history and now it was the Sandman hat killed Peter’s Uncle Ben. This revision does not work at all and actually legitimately damages Spider-Man. Just like Bruce Wayne is tackling crime to alleviate his guilt, so too is Spider-Man, who can never shake the fact that he could have prevented his uncle’s death had he done the right thing moments before. By introducing a new killer it means that Peter has no responsibility for his uncle’s death. This completely strips away the character’s guilt and rationale for what compels him to swing from building to building to fight crime.

2) Eddie Brock/Venom is wasted as well. Director Sam Raimi has said before he’s not a fan of Venom and doesn’t get the character, and I feel that his contempt carried over into the film. Venom and the black alien goo are given about the same abysmal care as other half-baked plot points. Eddie Brock has about three total scenes before he gets to transform into Venom thanks to the alien substance, and none of these scenes fully flesh out who the character is or justify his relationship with Peter Parker. When we do see Venom in the finale its all too rushed and hokey. The effects make him look less like alien and more like a wax figurine (I suppose there could be intelligent wax life amongst the stars). For whatever dumb reason the alien suit has to retreat so we can see Grace’s face while he taunts and mocks with bad vampire teeth that are meant to inspire what exactly? The character is rushed and underdeveloped and should have been saved for the next sequel instead of being given lip service in this one. Venom is supposed to be the evil doppelganger to Spider-Man, not some smart-alleck with frosted hair that gets about 15 minutes of screen time. I like Grace, I really like him a lot and envision him as his generation’s Tom Hanks, but he does not work in this movie. He could, but I get the sneaking suspicion that Raimi sabotaged the Venom role on purpose or at least subconsciously. The villain goes out with a whimper and it feels like a giant, foolish wasted opportunity that becomes more maddening the more I discuss it. The presence of Venom feels like a shallow attempt to placate a younger generation of comic fans and to sell more action figures.

The alien goo suit is supposed to tempt Peter and bring out his wicked wild side. So what does he do? He acts like he’s auditioning for the lead in The Mask. This embarrassing sequence is painfully goofy and will make you cringe and shield your eyes. Peter flirts with girls and dances at a jazz club, and this is supposed to be the dark side of Spider-Man? What the hell? I acknowledge that Peter has always been an unpopular dork and would be a dork even if he ventured to the dark side, but how does this square with the more serious and edgier tone the film is grasping for? Evil Peter seems more like a broody emo kid, with shocks of black hair in his eyes and traces of eyeliner. The dark side of Spider-Man, much like the rest of the film, is given little time or thought. Peter’s trials with the symbiotic suit last about a reel or two and then it’s abruptly finished.

3) Harry should have been the main focus of this sequel and it?s a shame the filmmakers had to cram so much crap into a story already heavy with plot leftovers. Harry has the most obvious arc through the three movies and deserves better than to be knocked out of commission by amnesia. The conflict between Peter and Harry is where the film finds its emotional core and it would have been wise to expand this section and eliminate one of the other underutilized villains (my vote: both Venom and Sandman). Harry’s vow to avenge his father is far more interesting than what the other two villains have as motivation, and plus Harry requires no extra time-consuming setup to slow the pacing down. I’m glad the final battle encouraged Harry to come out and play; the film finally gives Franco the screen time he deserves, but it should have been more. The worst plot device in the film involves Harry’s all-knowing butler who has some vital information he most certainly should have shared years ago. So much time is spent on storylines that go absolutely nowhere, and the musical chairs of villains, that the film resorts to having a freakin’ butler tap someone on the shoulder and say, “Excuse me sir,” just to tie things up in the most awkwardly shrift way possible. And even if what the man says is true, how does his perspective add any clarity to the situation? Think about it. I have.

The romance between Peter and Mary Jane feels awfully trite and meandering. Spider-Man 3 lacks the tight focus of the second film. It throws contrivances to place a wedge in their relationship, like the fact that Mary Jane is fired from her Broadway gig but doesn’t tell Peter, or the fact that they never seem to answer the phone on time when the other person is apologetic. Gwen Stacy is less a character than simply a dimwitted blond tool to make Mary Jane jealous and sulk. The ups and downs in this relationship feel pretty forced and some moments defy all human understanding. At one point Mary Jane is forced by Harry to break up with Peter to spare both their lives. So she breaks the news in a park, and Peter is devastated, but why in the world does she never say anything again? Why would she not clear things up after time had passed to explain her actions? Spider-Man 2 ended with Peter finally getting the girl but also on a hint of doubt, and it was marvelous. Spider-Man 3 just sort of ends with everyone presumably in the same place they started.

Spider-Man 2 really succeeded on how focused it was and how it related its action with character. Spider-Man 3 has to resort to cheap and lazy devices to cover its storytelling pitfalls. Don’t even get me started on the fact that the film has to resort to a newscaster narrating our final battle where he actually asks, “Is this the end of Spider-Man?” This might be the end of the quality associated with Spider-Man.

After having spent a whole slew of words detailing in length where the film goes wrong, allow me to illustrate some of what the film does right. Whenever it sticks to action, that’s when Spider-Man 3 works, and Raimi has cooked up some wonderful whiplash-inducing action sequences. The first battle between Peter and Harry is intense and sets the film on the right path, but the action as a whole isn’t as closely tied to Peter’s domestic life and emotional troubles as it was in the other films. A high-rise rescue from a crumbling office building will stir some 9/11 memories but it is awesome to behold. The effects have improved and the swinging shots through New York look the best they ever have. The greatest moment in the film is perhaps the birth of the Sandman as he rises grain by grain from a pile of sand and attempts to reform himself. Aided by some lovely music, the moment takes on a beautiful and unexpected poignancy. This is where Raimi and the CGI wizards hit it out of the park. Nothing rivals the train sequence in Spider-Man 2, though.

It might be dangerous to say, but I feel jilted from this film and either new blood needs to be brought in or the filmmakers need more time and control to make a Spider-Man sequel worthy of its name. This is the gold standard for super hero movies and its been tarnished and sullied. Spider-Man 3 has moments to dazzle and excite but it also feels battle fatigued from carrying the dead weight of extraneous characters and half-baked storylines. There are too many balls in the air for Raimi to juggle. This Spidey chapter squeezes too many ideas in too short a space. After obliterating box-office records, Sony has stated that they plan on three more Spider-Man sequels. If this film is the tipping point, then I’m afraid of what will be swinging down the pipe in years to come.

Nate’s Grade: C+