Although Spiderman 3 is the weakest of the trilogy, it's still good enough to be a member of the club.

Man... where to start on a review of a movie like this? Spider-Man 3 has been one of the most wildly anticipated movies coming out this year, so could it possibly live up to expectations? (By the way, this review is spoiler-free.)

My answer would have to be: Almost.

While the story of Spiderman 3 fits very nicely into an overall three-movie arc, there are problems with it that keep it from being as satisfying as it might have been. In the first film we meet Peter Parker as the geeky, picked-on teenager and watch him acquire his newfound powers, experiencing with him the initial giddiness and then the weight of responsibility that comes with those powers. In the second film we meet a character who has come to terms with who he is, but struggles with the amount of responsibility, difficulty and loneliness that comes with his new life.

In this third film, things have finally come around for both Peter Parker and his alter ego Spider-Man: He's got the girl, he has fame, is beloved by the city he's protecting, and is even doing extremely well in college. Of course, we know this can't last. The flip side of all this is that Peter is starting to get a bit full of himself and is getting a dose of "Hollywood Ego Disease", where he is beginning to get caught up in all the fame and adoration.

Maguire and Dunst in Spider-Man 3

Mary Jane, on the other hand is having a hard time: She gets fired from her latest play and is struggling within, feeling once again like she did when she lived with her father due to the bad reviews of her performance and her being fired. Peter tries to console her, but although he can relate to what she's going through, he's so on top of the world right now that his cheery, "get back on the horse" advice rings hollow for her. The combination of her life heading downward and his heading up puts a strain on their relationship.

Then we have Flint Marko, a convict who has escaped and is on the run, breaking into his ex-wife's apartment in order to see his sick daughter. The only thing that matters to him is curing her of whatever disease she has by finding the money to pay for it. By his own words he's a good guy who's just had some bad luck. Flint stumbles into a disintegration chamber just in time for an experiment to begin and is turned into the classic Spidey villain: The Sandman, who can morph into different shapes built from sand, and can also look like his old self. Peter discovers somehting about Flint Marko that puts him on a mission to track Marko down.

There's also Eddie Brock, a new and aggressive photographer who shows up to try and usurp Peter as the premiere photographer of Spider-Man, and he happens to be dating yet another classic Spiderman comic book character: Gwen Stacey. Oh, and did I mention that Harry Osborn is in there, too?

If this sounds like a lot going on (and I haven't even mentioned Venom yet!), well, it is. It's one of the things that hurt this movie... there are just too many characters/stories to cover in one movie. You get the sense that they were all jammed in there because at the time they thought this would be the final film and that they wanted to please the fans by sticking in all these reference characters from the comic book. It's a noble thought, but there's just too much going on and it ends up marginalizing the very characters they wanted to highlight.

Topher Grace as Venom in Spider-Man 3

Let me say that I certainly didn't hate Spider-Man 3 or even think it was awful, but there were some things that kept it from being great. The first problem is what I mentioned above: there are just way too many main characters in the film. The reason for Eddie Brock's presence is of course, Venom (and I'll get to that aspect shortly), but Gwen Stacey and her dad could have been left out of this film very easily. I don't know if Gwen was in the script from day one, but I know that Sam Raimi added Venom to the story at the request of producer Avi Arad because the character is such a comic book fan favorite. I believe the original story was meant to have only Harry Osborn as the new Green Goblin and Sandman as villains.

The problem with adding Venom to the story is that if he's going to be in there, he needs to really be in there, and that's one of the complaints from fans of the character: the full-blown Venom character appears in the film very briefly towards the end. Sam Raimi has stated he was never a fan of the character, and it's kind of obvious from the way Venom was used in the film. It's ironic, because the dark/evil mood enhancing aspect of the character actually really fits the story and helped move it forward. The problem is that they probably should have done an Empire Strikes Back sort of ending where the big confrontation would be in Spider-Man 4. Instead, this felt like a typical Sci-Fi TV show episode where a huge problem has been created during the first 55 minutes of the show, you think "Wow, this must be a two-parter", and it ends up being resolved in the final five minutes of the episode.

Other things that bothered me during the film included the transformation scene where Marko becomes Sandman: The scientists were supposedly doing a "dematerialization experiment" and Marko got caught in it. There was nothing but sand in the pit, were they trying to dematerialize sand? If so, it didn't seem to work, because the sand was still sand. Point being what would have been the result of the experiment of Marko hadn't been there? Very plot-devicey in my opinion. Another Sandman-related thing that really bothered me a lot was how he moved through the city: giant flying sand cloud. I didn't realize that sand could, um... fly.

Then there's Venom. I stopped reading Spider-Man comics around the time Spidey first got the suit so I'm not attached to the character at all. What bugged me however was that he happened to land from outer space just a few feet away from Peter Parker. Talk about your huge honkin' coincidences! Again, I think this was due to the juggling of so many plot points: if they had limited things to fewer characters they would have had time to expand on this more. Venom should have found it's way to Peter after perhaps inhabiting a number of non-super-powered human hosts, or heck, maybe even a dog or something. Having it land right next to Peter was a bit much.

Spider-Man standing atop a taxi surrounded by webs in Spider-Man 3.

Ah, now to the biggie: Mary Jane singing. Man oh man, what was Raimi thinking? I actually cringed at the opening of this movie with her song number. I suppose the point of it was that she was not a good singer and that's why she was fired, but man, couldn't they have come up with something different? And then there's the scene where she's dancing with Harry Osborne in his kitchen... oy. I'd love a director's cut of this film where any scenes in which M.J. is singing or dancing is removed. That would add at least half a star to my rating for this movie.

Ok, enough about that... of course this movie will still make a gazillion dollars (they're already talking about Spider-Man 4) and the reason why is that if you subtract out the stuff above it was still a fun, action-packed movie. Watching Peter Parker go from surprised and happy at how well his life is going to dark bad-boy mode was extremely fun to watch (until he got too "bad"). Seeing a strutting, disco-dancing Peter Parker was almost worth the price of admission. There were lots of fun bits in the movie, including a scene with Miss Brant and J. Jonah Jameson that left me in stitches and Bruce Campbell's cameo as a French maitre'd was priceless. Then there were the action/fight sequences which were plentiful, long and amazing to watch, especially on a giant IMAX screen. Folks, for big action movies like this, I highly recommend you go out of your way to catch them in IMAX. The size of the picture and the clarity make you feel like you're in the movie, even if you're sitting in the back row.

Although I'd seen the majority of the Goblin/Parker fight online ahead of time, it did not compare to the way it looked on a giant IMAX screen. It was like watching it for the first time all over again. The effects work on Sandman were particularly good, especially in closeups where you could actually make out the individual grains of sand forming expressions on his face. When it came to Venom at the end of the movie however, I have to agree with a lot of the fans' comments online: I thought it was kind of weak and especially in the face, way too CGI-ish. It didn't look organic to me at all, instead looking very video-gamish.

In the final analysis, sure, there were things that annoyed me and even made me cringe, but overall I have to cut Spider-Man 3 some slack and say it was pretty good overall. Not great, but good and well worth seeing.