In "Spider-Man 3," based on the legendary Marvel Comics series, Peter Parker has finally managed to strike a balance between his devotion to M.J. and his duties as a superhero. But there is a storm brewing on the horizon. As Spider-Man basks in the public's adulation for his accomplishments and he is pursued by Gwen Stacy (Bryce Dallas Howard), who rivals M.J. for his affections, Peter becomes overconfident and starts to neglect the people who care about him most. His newfound self-assuredness is jeopardized when he faces the battle of his life against two of the most feared villains ever (Thomas Haden Church, Topher Grace), whose unparalleled power and thirst for retribution threaten Peter and everyone he loves. (from MovieWeb.com)

Sam Raimi has himself in a tough spot even before going into a movie like Spider-Man 3. 2004's Spider-Man 2 was such a well-orchestrated piece of action filmmaking that it would be near impossible to top it. However, the premise of Spider-Man 3 - introducing the black suit, Sandman, and most intriguingly, such an adversary as Venom, raises expectations to unreachable heights, and despite all hopes and Raimi's established working formula, those heights are ultimately unattainable.

Spider-Man 3 picks up shortly after where Spider-Man 2 left off, and the pacing is the signature feel that the others thrived on. But as the story chugs forward and picks up speed, the Spidey locomotive starts sliding off track, particularly when Peter gets attached to the black suit. With his hair combed forward and donning mostly black (not that there's anything wrong with that), the film takes a sinister tone with a goofy approach - somehow scat and disco become the themes for Peter's bitter side. We, the audience, know bitterness doesn't look good on our hero Peter, but Raimi & Co. want you to see that in a literal sense. To see Tobey Maguire wearing "guyliner" and looking more like a goth dancing in the streets, showing off to predominently beautiful women passing by him, and making pelvic thrust guestures along to the music apparently in his head, you have to wonder what on Earth Raimi was thinking. Perhaps it's to contrast the "Raindrops Keep Falling On My Head" montage from Spidey 2, but while that sequence was genius, this one seemed more appropriate for an SNL spoof than a major blockbuster. It's amusing, but definitely over the top.

The other problem is there's at least one too many villains in 3. The attempt to flesh out Sandman in a similar way to Doc Ock is a tall task when they're also trying to build up Eddie Brock, Peter and the black suit, the romantic tension between Peter and MJ, the added sexual tension with Gwen Stacy, and the continuing drama between Peter and Harry. The film may have had more focus just centering on the romantic angles and the rivalry of Eddie and Peter (and ultimately Spidey and Venom). It's understandable why Sandman would come into play, but the less is more approach of the first two films is what made their outcomes so strong.

While the initial battle between Harry and Peter is exciting and in-line with the previous films, when Peter is under the influence of the symbiote, his characteristics are exaggerated in such a way that seem too extreme to the point of pulling any kind of believability or relativism to his character from the story, making a later confrontation between the friends seem more surreal than anything. What's been so successful with the Spider-Man films is Peter's humanity and his struggle with doing what he's called to do and doing what he wants to do. Raimi treats these two Parkers ("evil" and selfish black-suited Parker, and the good Parker) as sort of a Jekyll and Hyde and less like it's the same person just acting different and making bad decisions. The visible differences between the two versions of Peter take a bit away from the impact of it being the same man. And to keep the movie from being truly as dark as it should be given its subject matter (in the kind of serious-toned and tragic Star Wars: Episode III sort of way), Raimi inserts too much campy humor into the dark side of Peter's persona and it's slightly jarring. When we finally get to a sequence where Peter is dancing with Gwen in a jazz club, it feels more like something you'd see Ron Burgundy do in Anchorman than any character in a Spider-Man film. It's all intended to show how distasteful revenge and spite are, as well as the damage it can cause, and I suppose Raimi thought it was best approached from a somewhat comedic angle.

In the action sequences, Raimi opts for more grandeur than creativity, taking the problematic route and assumption that bigger is better that sequels like Ghostbusters 2 or The Mummy Returns haphazardly went for. The special effects range from breathtaking to somewhat cheesy, but it's moments like witnessing the birth of Marko as the Sandman that are especially amazing. And when Brock dons the Venom display, the effects are wonderfully creepy and well realized. It's just sad to watch the Sandman's character turn into a gigantic hulk-like creature in the climax, to the point of dumbing down the kind of character he is intended to be -- but in a way, it's also used to symbolize how lost in himself the troubled Flint Marko has become. Some of the film's brawls are fun to watch - as well as when Spidey rescues people from a large crane accident, but it seems later on that we predominently just see our hero get whipped around, thrown around, and pummelled more than he gets to shine with his classic web action. At times, it's also tempting to wonder just where did his "Spidey sense" go?

All nitpicks aside, the third installment actually gels pretty well with its two predecessors. 3 resolves every storyline that was established in the series and brings them to a satisfying conclusion, even if it's somewhat surreal in its execution. Maguire is still fantastic as Spidey and Parker, and it's tough to imagine anyone else in the role. It's also interesting to watch Parker's luck turn around a bit with Spider-Man's popularity having risen in New York City and to see MJ's usually successful career fall on harder times. And although they aren't given a whole lot to work with while all having to share ample screentime, Thomas Haden Church was an inspired choice for Sandman, while Topher Grace is a perfect blend of both snotty and pathetic as Eddie Brock, and Bryce Dallas Howard shines as Gwen Stacy. James Franco has a lot more screentime as Harry this time around, especially when it comes to action sequences, but still offers some of the weakest acting moments (although his ability to change moods rather convincingly a few times is noteworthy). Some of the scenes involving Harry weigh heavily on corniness, but it's mostly forgivable. Finally, the third consecutive cameo by Bruce Campbell is the best yet, with the actor given a bigger role and earning what just might be the film's biggest laughs.

It's important to note that this installment is pretty brutally violent at times. When Parker is affected by the black suit, he fights a lot dirtier, with one of the bloodiest fights in a Spidey film resulting from it. And while there isn't much profanity at all, it's a little jarring to hear Parker utter a "d*mn" and latter a possible "g*dd*mnit" in anger, as well as say and do other uncharacteristically and therefore unexpectedly cruel things. Raimi's injection of humor and camp into these moments is probably so we don't take this "new" and unlikable Peter too seriously, and ultimately so we can continue to feel for and root for him, but it makes the scenes a bit awkward and seemingly out of place from the mood of the rest of the series.

The struggle between wanting revenge when being wronged and coming to the humbling place of forgiveness is a strong theme of Spidey 3, and something that isn't foreign to many of us. The film places a strong importance on forgiveness that carries a lot of weight and is the story's most redeemable quality. We can understand certain choices Peter makes, especially out of selfishness, including the fleeting satisfaction of revenge. And it's especially meaningful and satisfying when Peter inevitably begins doing the right thing. We can also see through the examples of a few other characters what happens when unforgiveness and bitterness take hold in life.

As a fan of the franchise, I was expecting too much from the third film with high hopes for it to be the best. Spider-Man 3 may be a bit flawed or even seen as overzealous at times, but the potentially final installment in a truly great film series wraps things up quite nicely. It's darker, campier, more violent, and more grandiose, but most likely isn't the best of the trilogy. It's not one for the whole family either (Venom will be particularly frightening to younger viewers), but older fans will most likely enjoy it. I myself was still entertained, but if you have soaring expectations, you may want to lower them a bit before watching. - John DiBiase (reviewed: 5/4/07)