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Spider-Man 3 (2007) Director - Sam Raimi; Starring - Tobey Maguire, Kirsten Dunst, James Franco, Thomas Haden Church, Topher Grace, Bryce Dallas Howard, Rosemary Harris, J.K. Simmons, James Cromwell; Screenplay- Sam Raimi, Ivan Raimi & Alvin Sargent; rated PG-13 for intense action violence; trailer here.

What is it they say? "Bad things come in threes." Hmm...

Godfather III. The Matrix: Revolutions. Superman III. X-Men: The Last Stand. Jaws III: in 3-D (shudder). Rocky III. Alien 3. Teenage Mutant Ninja Turtles III. Ok, I admit I dug deep in the garbage for that last one. But the others provide strong argument that third films in trilogies are doomed to mediocrity or worse.

Yet there are some strong cinematic offerings that illustrate the third movie in a series can be solid. Indiana Jones and the Last Crusade. The Return of the King went on far too long, but was a very solid film in its own right, if not the best in the series. Return of the Jedi is respectable if George Lucas could be persuaded to use his digital wizardry to remove the Ewoks. The quantity of films supporting the third leg of a trilogy isn't as extensive, but it has quality and merit.

So where does that leave Spider-Man 3? That's not an easy question to answer.

When last we left Peter Parker/Spider-Man (Tobey Maguire), he'd just saved his fair lady Mary Jane Watson (Kirsten Dunst) and the city of New York from oblivion. Now Peter finds himself living out most people's ideal life. Virtually everyone in the city adores him. His girlfriend is a successful actress. He's upholding the memory of his Uncle Ben by using his powers to good ends.

Peter finds his web torn asunder in short order, however. His former friend Harry Osborn (James Franco) has refined some of his father's Green Goblin technology to his own personal style. Harry's goal is to kill Peter, who Harry holds responsible for his father's death. The fact that Harry was once in love with Mary Jane only makes the potential for vengeance sweeter.

Peter now finds himself driven to exact revenge on Marko for the loss of his uncle, even as he attempts to avoid Harry killing him for the same perceived crime. Complicating things further, Marko stumbles into an accident at a scientific facility that transforms him into The Sandman, a being with an infinite malleability of form made entirely of sand. Then to make matters worse, a strange meteorite bearing a mysterious black substance crashes near Peter in quiet moment with Mary Jane. That substance holds the key to untold power for Spider-Man, but at a horrific price.

One of the problems I had with the film lies in the unending string of coincidences that fall into place just so to tie the action together. Such coincidences are the lifeblood of comic books, and have to be expected to some degree in films based off of that media. Yet the ones listed above are only a fraction of the many more that unfold as the story moves along, stretching all reasonable suspension of disbelief from all but the most rabid comic geeks.

And it's not just that they're convenient coincidences. It's that they're cliché coincidences. At the risk of dropping a minor spoiler, I felt the script lost all credibility the moment Harry develops amnesia that makes his sworn vengeance a thing of the past. I mean, really? This is how we're doing this? Going to a well that bad soap operas don't even draw water from anymore?

Seriously?

Setting aside the Regarding Harry aspects, the black space goo convenience leads to the introduction of what is arguably the most controversial story element in this film: the introduction of Venom. Hardcore comic geeks clamored for the introduction of Venom almost from the moment the first Spider-Man was greenlit. The goo is a symbiotic organism that taps into Peter's abilities as Spider-Man and augments them by several orders of magnitude. However, it also augments the darker side of Peter's personality, a sort of id 2.0, turning not just Spider-Man's costume black.

Director Sam Raimi had made it clear from the moment he helmed the first film that Venom was not a villain he found terribly compelling, and deliberately avoided including in the first two films. With the third entry, the ultimate in fanbase servicing should be the single most spectacular thing we've ever seen. The potential is there for the Venom aspect of Spider-Man to be the most frightening special effect ever put to screen.

Yet instead Raimi treats the audience to a protracted comedic sequence inspired by Saturday Night Fever that gives us the emo version of Peter Parker in all his...glory? The sequence on its own merits is very much in the vein of Raimi's Evil Dead films, putting his absurd sense of humor on display. It is cheese of the highest order, and Maguire hams it up admirably.

It also sucked out 90% of my enthusiasm for the movie in killing any momentum built up to that point. Some will compare it to the "Raindrops Keep Falling on My Head" sequence from the second film, and it's similar in spirit. But this one runs way too long, and adds next to nothing to the movie.

Furthermore, the reality of what Venom is and the potential it holds is frequently told to us, but never shown to us. Peter talks about feeling the huge rush of power from what the suit gives him. Nothing he does while wearing it shows that power off in any way we've not seen before in the other movies. If anything, Venom becomes less impressive because of that.

When Peter sheds the symbiote, it latches onto Eddie Brock (Topher Grace, in a pretty throw-away role). Brock is a rival photographer at the Daily Bugle, competing with Peter for a permanent position at the paper. When emo-Peter shows up Brock and costs Brock his job, Brock also conveniently has reason to hate Peter. So his taking on the symbiote is a foregone conclusion and again leaves the door open for Venom to be something spectacular. Again, the potential is never fully realized. There are a few quick shots late in the film in the concluding action sequence, but nothing with an "Oh wow!" effect to it. It begs the question: why include it if there's not going to be full on fan service with the creature?

There's a running theme of missed opportunities spread all throughout the film. Church is a good solid character actor. His Marko/Sandman rarely gets to do anything except brood, with a few key exceptions to be mentioned later. Dallas Bryce Howard plays Gwen Stacy, the Police Captain's daughter, and Peter's lab partner at college. In the comics, she was Peter's girlfriend before Mary Jane and a plotline involving her death redefined the character in the print format. Raimi reduces her to a plot device where she gets to scream and get danced around during the Saturday Night Fever sequence.

What is the point of putting an actor of James Cromwell's stature and ability in a role that's a throwaway and plays no major importance in the story? When did Rosemary Harris's portrayal of Aunt May get reduced from the grieving widow and anchor for Peter in the first film to the female version of Wilson from "Home Improvement"? J.K. Simmons as J. Jonah Jameson may be the only actor in the film who actually gets to do everything he or she could potentially do with what he's given, and actually makes the most of that opportunity.

Even two of the primary leads seem to regress a fair bit from the previous films. Dunst's Mary Jane has been reduced to an emotionally needy whiner. There's no way a woman with the fragile ego she's given here could have made it through one audition trying to make it on Broadway. There came a point where I wanted Peter to ditch her for Stacy simply because Stacy annoyed me less. That's a bad feeling to have for one of the three lead characters.

Maguire's Peter also shows no signs of maturation or evolution. He should be at least two or three years into college the way the films have set up their own internal history. Yet he still speaks as though he's a slightly older Timmy on "Lassie." The dialogue from all characters in the previous two films was always more than a bit hackneyed and campy. For me I found that to be part of their charm, what grounded them as authentic comic-book movies. Here it sounds almost like a spoof of the previous films. It may be too much to expect of a comic book series, but at some point these people have to grow up, and sound like grown-ups.

James Franco as Harry Osborn is trying like hell to make the most of what he can from the role. He hits a lot of the right notes in his hatred of Peter, coming off as a smarmy, cocksure version of Willem Dafoe's Norman Osborn from the first film. It is easy to believe in Harry as Norman's son.

But when there's a significant shift in his character in the last quarter of the film, his character is forced to spout some schmaltzy dialogue that made the audience I saw the film with guffaw in laughter during what is supposed to be a somber exchange. It was the exact same reaction I heard and saw when I saw The Matrix: Revolutions when a key character died in that film. Again, it is seemingly contrary to whatever reaction Raimi was shooting for in the film.

Despite my numerous gripes, there are things that still resonated with me. The first appearance of Sandman is one of those moments in 21^st Century filmmaking that epitomizes everything great about digital technology. It may seem hyperbole to say so, but watching Sandman try and make his way forward and find his form evoked thoughts of Boris Karloff as Frankenstein taking his first steps off the table. It's awe inspiring, frightening, and more than a little sad.

Church actually has almost all the best moments in the film. When Marko is given moments to provide expository dialogue, Church wrings as much drama as he possibly can from them, and they're the moments that hit most effectively. It makes me hate when the effects work comes in, overwhelms his presence and makes him look like surplus CG left over from The Mummy Returns.

The action sequences have lost a little of their polish, perhaps a side effect from visual effects supervisor John Dykstra leaving after the second film. This film is the one out of the trilogy that looks most like a video game in the way the action is staged. Despite that, the fight scenes still have good energy going for them. The thing that delighted me most in the previous films was how much thought it seemed was given to the physics of Spider-Man's powers and the way his nemeses would have to counter them. That continuity is still present, perhaps even more impressive given the malleability of Sandman's physical form.

There are also a lot of little details that I caught that were nice touches that gave the movie some charm and depth. The spider on Peter's chest in the Venom suit seemed to get larger the further he went into his darker persona. Harry's tweaks to the glider, making it look more like a snowboard, which not only feels like someone his age would be more comfortable on, but gave the glider some flexibility in flight you didn't see with the old glider. And Raimi veteran Bruce Campbell has the best cameo appearance he's put in in any of the three films. It's one of those Raimi humorous flairs that work in the context of the film flawlessly.

When the final tally is done, though, I find as many things flawed with the film as there are things that work in its favor. Spider-Man 3 in so many respects feels like a step backwards from the second film. It looks good, has exciting moments, but like Sandman himself, has trouble holding it all together and proving less substantial than even a typical summer sequel. That ultimately isn't a reason to not watch it. I just hoped for something more.

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