There are a lot of things I like and appreciate about “Spider-Man 3”, but as a whole this is easily the weakest Sam Raimi Spider-Man movie. “Spider-Man” and “Spider-Man 2” had two different styles of pacing but they both had a very strong idea of what sort of movies they wanted to be and a strong focus. “Spider-Man 3” has way too many characters and subplots constantly rotating and competing against each other for screen-time, which results in a bloated, overly-convoluted and unfocused script. You’ve got Peter looking to propose, MJ losing her job, Peter getting a swelled head, Harry and Gwen putting a strain on Peter and Mary Jane’s relationship, Harry’s vendetta against Peter for ‘killing’ his father, Sandman trying to get money for his sick daughter, Peter’s vendetta against Sandman for killing his uncle, the alien symbiote latching onto Peter and trying to corrupt him, Eddie and Gwen’s brief spark, Eddie and Peter’s rivalry that leads to him becoming Venom. It is way too much. It’s a testament to how overstuffed with characters this movie is that despite being set up early on, the symbiote doesn’t actually make a move until we’re an hour in, and Peter’s character arc doesn’t advance beyond Peter growing conceited until we’re an hour in as well, despite him being the main character.

“Spider-Man 3” also contains a few soap opera style plot twists that exist largely to advance the plot and feel really forced, like Peter thinking it’s a good idea to kiss Gwen Stacy right in front of Mary Jane, or Harry threatening Mary Jane to break up with Peter and MJ at no point trying to tip Peter off that there’s something’s wrong like most people would (especially since she knows by now he can handle himself), or Harry getting some freaking plot-convenient amnesia. It’s frustrating, because Peter, Mary Jane and Harry are good characters and they’ve come so far, but they all have one moment in this movie where they seem to regress as characters or do something stupid for the sake of the plot. With that much having been said, “Spider-Man 3” does redeem itself a lot in the last act, which is not only a great climax to the film but also feels like a fitting finale for the Raimi trilogy as a whole, tying up a lot of plot threads and character arcs while also leaving just enough aspects open-ended. Peter, Mary Jane and Harry (the core three) finally team up to try to survive Sandman and Venom, Venom is killed, Peter finally gets some closure for the Uncle Ben angst he’s been carrying around for three movies, Harry dies in his friends’ arms, and Peter and Mary Jane still have each other. It’s a bittersweet ending, but it’s a good place for this franchise to end.

Something I appreciate about the way Peter is written in this film is that he’s far more confident than we’ve ever seen him be before. Part of that ties into the arc of Peter growing conceited in his newfound fame, which is not a good thing, but most of it has to do with the fact that Peter has been in the superhero business for several years now; he’s taken care of countless criminals and at least two super-villains, so he’s gained a lot of experience. Case in point, Harry manages to ambush him while he’s in his civilian clothes and lead him on a good chase across the city, but Peter still manages to nip that in the bud in about five minutes. After two movies of being life’s punching bag, it’s good to see Peter become a more seasoned and assertive hero (and I look forward to seeing Tom Holland’s Peter undergo a similar transformation as he ages). Stoked about his new, sweet relationship, Peter is all set to rush into a serious commitment with Mary Jane when neither of them are mature enough for such a long-term thing yet, especially with Peter starting to become a bit of a twat, but their relationship troubles are interrupted when Peter meets the Sandman – later revealed to be the guy who shot his Uncle Ben – and a manipulative alien symbiote latches onto him. I actually don’t mind that Uncle Ben’s death from the first movie is retconned here, because I like that that pivotal night plays a role in all three movies and forms a loose arc for Peter. In the first film, Uncle Ben’s memory became Peter’s drive and inspiration; in the second film, Peter had to confess his festering guilt to his Aunt May; and in the last film, Peter has to face all the rage, wrath and regret he’s been burying for a while and deal with his demons. Peter, Mary Jane and Harry all have father issues and a major thread throughout the trilogy is the trio wrestling with them.

Peter has always been portrayed as a very fallible hero in these films, and that reaches it’s peak in this movie. With the alien symbiote amplifying his rage and aggression, whispering seductive thoughts into his head and tapping into his buried issues, Peter becomes a much more violent, vicious and remorseless Spider-Man addicted to the suit. He tries to kill Flint Marko, he’s brutal to Harry the next time Harry tries to kill him, and he humiliates Mary Jane. As a strange side-effect, Peter also starts to go emo. You see, Tobey Maguire’s Peter is such a repressed nerd that even when he’s starting to turn evil with greater confidence, he’s still not cool or genuinely edgy. Depending on who you ask, tryhard emo Peter is either so cringy that he’s embarrassing to watch or he’s hilarious precisely because he’s so cringy and phony. I fall into the latter camp. There are quite a few things that are frustrating or annoying about this movie, but emo Peter is one of the more fun aspects because he’s so much more funny and savage than regular Peter. He finally gives Harry a well-deserved ass-kicking, he gets the world’s most annoying version of Eddie Brock fired and strong-arms Jameson for a proper job at last; he also makes a complete fool of himself in a jazz club. One of the only things emo Peter does that isn’t funny or enjoyable is shoving down Mary Jane when he mistakes her for some dude in a bar fight, which finally gets him to snap out of it and realize his new suit is turning him evil. After ripping his new duds off him and breaking up with them, Peter, like all addicts, has to deal with the consequences of his little ‘fun’. Namely that he’s jacked up Harry’s face, his relationship with Mary Jane is in tatters, and Sandman and Venom want him dead. Having seen the worst of himself, Peter has to be at his best in the finale to fix his mistakes and be the hero everyone needs him to be once more.

Peter and Mary Jane’s relationship is cute as always, as they still enjoy each other’s company and seem to be going strong from the end of the last movie. After two movies of dancing around the secret, it’s refreshing that MJ is in the know about Peter’s activities as Spider-Man and gets to be a part of that aspect of his life, though it’s not long before some new difficulty arises. Being Spider-Man, Peter still isn’t around that much, and with all the adoration he’s been receiving from the city lately he’s starting to get too big for his britches. Compounding this, Mary Jane gets fired from her Broadway gig, and is too proud to come clean to Peter right away, though secretly she feels like a loser since her self-consciousness is still her primary character flaw. The straw-breaking moment is when Peter kisses Gwen right in front of MJ, which leads to a fight later. This is probably the most tedious scene in the movie, because they’re both twats here. Peter is an insensitive idiot, and Mary Jane is a hypocrite. Considering every film in this trilogy has involved her heart straying from her current boyfriend (like kissing Spidey while she’s still seeing Harry, or dumping John for Peter, or kissing Harry later in this exact same movie), MJ is the last person who should be rushing to accuse someone of infidelity. Still, Mary Jane is pretty sympathetic throughout the movie. Peter and Mary Jane bonded over their dreams at the start of the trilogy, and in a bittersweet, true to life sort of way, I like that there’s never a straightforward path to achieving them. We saw Peter hit a roadblock in the last movie with his life sort of falling apart, and now it’s MJ’s turn. I imagine if “Spider-Man 4” had ever been made, we would have seen her build herself back up eventually. Thanks to some wounded egos and an evil alien symbiote, Peter and Mary Jane’s relationship falls apart halfway through the movie, but they pick up the pieces by the end. It’s left open-ended where they’ll go from here, especially with Harry dead, but the audience knows that as long as they have each other’s love and support, they’ll be alright.

At the start of “Spider-Man 3”, I find it ironic that Harry is still furious that papa Osborn was ‘killed’, but apparently has zero problems with Norman being a terrorist who tried to kill everyone else in the city, including him and MJ that one time. I feel like that says a lot about Harry. I think the writers wrote themselves into a corner at the end of the last movie. Harry discovered Peter’s secret and his father’s performance enhancers, and he had built a large part of his identity around trying to fill Norman’s shoes, which naturally meant he would go after Peter. But they couldn’t have Harry try to kill Peter throughout this entire movie, because then there wouldn’t be time for soap opera angst, so they gave him some amnesia so they could put his arc on hold until it was convenient for the plot (which feels more than a bit contrived). Harry’s amnesiac stint reminds the audience of what good friends Peter and Harry used to be before Spider-Man came between them, something that’s vital to this movie, and he becomes something of a ticking time bomb as the viewers know for sure that this Goblin reprieve is only temporary. Considering Harry’s turn to villainy has been set up throughout the entire trilogy, it feels like he should have more to do in this last movie than he actually does, but when he does get to play the villain James Franco delivers his best performance yet as a vicious, deranged Harry. I love how much of an insincere bastard he is when he’s rubbing Peter and MJ’s ‘break-up’ in Peter’s face in the cafe, and how relentless he is in his two attempts to kill Peter. Harry, who was never wholly evil, finds some measure of redemption in the last act when he and Peter team up to save MJ one last time (Spidey and Gobby team-up, baby), and they manage to repair their friendship just in time for Harry to be killed. It’s actually surprising how touching Harry’s death scene is, considering he’s never been that likable of a character in these films, but you can feel Peter and MJ’s loss in this moment and at least he died a hero.

Flint Marko, later dubbed the Sandman, is the most well-written of the three new characters, and one of my personal favorite characters in the movie. I think it helps that he’s also the antagonist that’s utilized the most out of the three, compared to Harry, who isn’t given a lot to do, and Eddie, who’s completely useless until the last thirty minutes. Thanks in part to a quaintly dated canon design and an overall rough demeanor, Flint Marko is the picture-perfect image of a 1960’s wanted criminal. He’s a burly thug, an escaped convict, and most importantly a concerned father with a sick daughter. For all that he’s a tough brusier who rarely speaks (Thomas Haden Church was a good fit for the role), his heart melts when it comes to the small child he left behind when he was imprisoned, and he would like to be a family man. Sandman’s motivation throughout the movie, and the reason he was imprisoned in the first place, is trying to steal enough money to have his impoverished daughter operated on for her cancer. Flint’s attempts wind up finally getting him in too deep and nearly killing him, causing him to get mutated into a creature of living sand. The Raimi trilogy has done tragic monsters and sympathetic villains before, and Sandman is no different; he’s arguably the quintessential example in this trilogy. In one of the film’s best scenes, that contains no dialogue and is conveyed entirely through computer graphics and the score, Flint survives his mutation and initially thinks his life is over and that he’s a failure and a monster, until he realizes nothing has really changed. He can use his new curse to aid his quest for his daughter and accomplish much more now than he ever could before. However, Flint’s shady past keeps coming back to haunt him, in more ways than one.

Sandman’s semi-sympathetic portrayal in this movie is fascinating, and there is precedent for it in the source material. Compared to some of the top tier villains in Spidey’s rogues gallery (like Green Goblin and Doc Ock), Sandman has always been written as a petty crook with sand powers who admittedly has layers and is potentially redeemable. He once tried to renounce crime and use his powers for good, which lasted about twenty years in real-world time before Marvel reset the status quo. Adding to film-Flint’s complications, he was also an accomplice to the mugger from the first film and is responsible for killing Peter’s uncle, something he’s not exactly proud of. With Spider-Man on his tail, Flint has to set aside any lingering guilt on his previous act of old-man murder to prevent Spidey from getting in his way. A symbiote-crazed Peter tries to kill him, which he survives and is pretty miffed about afterwards (I will never not laugh at how literally the first thing Flint does when he reforms is linger around alleyways, waiting for Spider-Man to show up so he can ambush him for payback. The dude was pissed). Teaming up with Venom in the last act, the two of them try to lure Spider-Man out into the open so they can get rid of him, though that doesn’t go the way either of them hoped. With no point in fighting anymore, Flint finally comes clean to Peter about what happened the night he shot Uncle Ben, which wasn’t a deliberate act, and they bond a bit over how they’re both dicks. Thanks to the power of character development, Peter finds it in him to forgive the obviously guilt-ridden man and find some closure himself at last. The two go their separate ways, the touched Sandman presumably going to try to give up the life of a criminal like his comic counterpart so he can just be there for his daughter in her final days, in a beautifully opened-ended ending.

Unlike Green Goblin and Doc Ock, who would have surfaced with or without Spider-Man’s interference, Peter creates his own villain in this film who despises him, since “Spider-Man 3” is partly an adaption of the black suit saga. Sam Raimi’s portrayal of Eddie Brock / Venom noticeably draws as much inspiration from the 90’s Spider-Man cartoon as it does from the comics, what with the alien symbiote actively trying to turn Peter evil and Peter personally getting Brock fired by exposing him as a fraud, which is a nice touch. The alien symbiote itself is adapted well, in that it’s patient, manipulative, vicious and wrathful, and it likes to butter up it’s hosts and indulge their worst tendencies to get them hooked onto it like a drug. I can’t say picking Topher Grace as Eddie Brock, the symbiote’s ultimate host, was an inspired bit of casting though. Topher’s Eddie is quite frankly a flat and annoying character. He’s a sleazy, whiny, weaselly, conniving kiss-up who never once shuts up and worst of all contributes almost nothing to this movie until the last act. It’s not until the last thirty minutes, when Eddie goes evil, that Topher gets interesting and starts chewing some scenery as a deliciously twisted, merciless and relentless villain who goes at Spider-Man with everything he has. He also gets an exciting and satisfying defeat, when Peter traps him in a cage of sound and gets a glimpse at the symbiote’s true form.

Venom’s marginal screentime in this movie is because he’s more of a metaphor than a character. Revenge and forgiveness are the two main themes of “Spider-Man 3”. Unlike Peter, Mary Jane, Harry and Flint, Eddie is the only one who never relinquishes his hatred towards someone who ‘wronged’ him and refuses to repent, which is why he gets fully corrupted into a deranged monster and gets blown-up (I might have smirked at that outcome). People who hate this film often cite Venom being underused as one of the big reasons why, and that’s entirely fair. Venom is one of the most interesting characters in Spidey’s rogues gallery. Unlike some of the other baddies, who either know they’re evil or have no interest in human morality, Venom sees himself as the put-down hero of his own story and Spider-Man as the villain. He’s also the ultimate stalker. He doesn’t have to eat, he doesn’t sleep, he never tires, he knows all about Peter’s life and he has his powers. There’s a whole lot of psychological horror that can mined out of this creepy, invasive character which “Spider-Man 3” doesn’t take much advantage of, because it’s already stuffed full of other things. If you ever want to see how interesting and frightening of an antagonist Venom can be with enough time to flesh out his character, I suggest checking out “Spider-Man: The Animated Series” or “The Spectacular Spider-Man” at some point.

I think the single most annoying character in this movie though is Gwen Stacy. Eddie at least goes evil in the last act and provides a thrilling climax. Gwen Stacy contributes absolutely nothing of value for this entire movie and feels shoehorned in. The only reason why she exists is to act as a plot device to stir up drama between Peter and Mary Jane, and considering the precedent set in the last two movies, they clearly don’t need her for that. No offense to Bryce Dallas Howard, but if I were to trim the fat in this movie, her character would be the first to go. Rosemary Harris is a delight as always as Aunt May, and I always enjoy her mother / son relationship with Peter, particularly when she’s divulging stories about her early years with Uncle Ben. It’s easy to overlook with so many other things going on in this movie, but karma starts to catch up to J. Jonah Jameson, Peter’s cheapskate boss, for the last two films: Betty and Ted drive him crazy, Eddie makes a fool out of him, Peter strong-arms him for a proper job, and he gets hustled by a little girl. So that’s fun to watch. Peter’s snarky Russian landlord, Mr. Ditkovich, and his daughter, Ursula, get a few scenes as well, and while I always like the rent running gag I’m glad we get to see more of Mr. Ditkovich’s personality beyond worrying about money. He’s actually really concerned when Peter starts acting out-of-character and tries to get involved in his love life. I also still really like Ursula. She clearly has a crush on Peter but she knows he’s with MJ, so she just tries to be a good friend to him.

Thematically, “Spider-Man 3” is the darkest of the Raimi trilogy, so the color scheme reflects that. While the first two films were mostly bright and open, “Spider-Man 3” has a dark blue, subdued color scheme and a steely, silver aesthetic for much of the movie. The direction from Sam Raimi is as inspired and elaborate as ever, with a number of tightly-cut, invigorating sequences like Harry chasing Peter through the city, Spider-Man saving Gwen from falling to her death as time practically stops around them, Peter and Flint’s showdown in the sewers, and the entire, dizzying climax of Peter trying to save MJ from Venom’s web. As always, the way the Raimi trilogy blends practical effects and practical stunts with CGI is very visually impressive (though the third installment seems to rely more on green screen than the previous two), and many of the action sequences still hold up well after a decade. Since Danny Elfman opted not to return for the third film, Christopher Young scores the last movie. Presumably Young didn’t have the deal Elfman had with Sony Records, since his score for the movie was never released, which I’ve always felt was a shame since he easily turned in the same standard of work as his predecessor (particularly the frenetic cue for Harry’s first attack on Peter). Young writes two themes for the Sandman, a rumbling, menacing and unmovable prime leitmotif, and a quiet, tender piano theme for the character’s strained relationship with his daughter. He pens a dark, daring and untamed theme for black suit Spider-Man, and a corrupted, perverted version of it for Venom. Interestingly, while Chris spins numerous variations on Danny’s Spider-Man theme, the personal theme for Peter Parker is absent from the main title suite for once, and is also absent for most of the movie’s score. It finally turns up twice in the last act, implying that Peter had been missing his heart and humility for most of the movie until he recovers it near the end.

“Spider-Man 3” starts strong and ends strong, but the middle act can be a slog to get through, with the section where Harry breaks Peter and MJ up being the absolute nadir of the film. It would probably get a lower grade if the last act wasn’t as strong as it was. As a whole, through it’s ups and downs, I feel like the Raimi trilogy tells a pretty satisfying complete story about what it means to be a hero and what it takes to get through life.

Rating: 7.5/10.

Side-Notes:

* The cumulative opening recap, barreling through footage from the last two movies and backed by Christopher Young’s main titles overture, really puts into perspective that this is the climax and finale of the Raimi trilogy. It’s been quite a ride.

* Grow up guys, you’re college students, not high schoolers.

* I’m surprised that Kirsten Dunst actually performed her songs in this movie. She’s a good singer.

* “I’m not a bad person. I’ve just had bad luck”.

* Aww.

* And that’s how Harry died. Seriously though, Harry bangs his head a lot in this movie.

* Oh my sides, Flint just straight up sucker-punched that dog! I feel like if a man ever tried to sucker-punch a dog, it probably wouldn’t end well for him.

* Honestly though Sandy, this is kind of what you get for shooting Uncle Ben.

* “You have lovely friends” “My best friends. I’d give my life for them” Real subtle, movie.

* “Peter, this isn’t about you. This is about me” That sounds pretty bad out of context.

* “Try to understand how I feel” And he’s got nothing. Peter, boy, you really need to work on your empathy.

* “What’s she doing up there?” Captain Stacy, you are being way too calm about watching your daughter potentially fall to her death.

* It’s kind of mean, but I always love that Mary Jane briefly thinks the people outside the theater are cheering for her only to realize they’re actually cheering for Spider-Man across the street. Burn, girl.

* Ironically, I wouldn’t say the singer they replaced MJ with was an improvement.

* “Kiss her! Kiss her!” Why would you even want that, you perverts? How do you know he’s not in a relationship? How do you know she’s not in a relationship? That small boy is the only one who was the right idea (“No Spider-Man, no!”).

* “Where do all these guys come from?” Heh, never change, Peter.

* Along with Eddie Brock, I’ve always considered Sandman to be one of the more handsome members of Spider-Man’s rogues gallery (partly because of the scruffiness), and pleasantly that’s still the case here (also fitting, since his partner, Carradine, was just as hot in the first film).

* “Good riddance” Edgy.

* “You’ll get your rent when you fix this damn door!” Super edgy.

* “I loved your Uncle Ben fiercely, but he wouldn’t want us living one second with revenge in our hearts. It’s like a poison. It can take you over, and before you know it, turn us into something ugly”.

* “A guest? You mean like a guest guest?”

* “How’s the pie?” “So good” Why do I get the feeling he’s not imagining pie?

* “Look at little Goblin Jr. You gonna cry?” Savage. Also, that’s a pretty ironic taunt to be getting from Tobey Maguire’s Peter, who spent a good chunk of these movies bursting into tears.

* “If you want the shots it’ll cost you. I want the staff job. Double the money” At least one good thing came out of this symbiote business. By the end of this trilogy, Peter is finally financially secure.

* “Now dig on this!” Dear god, my sides.

* What Gwen Stacy contributed in “Spider-Man 3”.

* “You start by doing the hardest thing, you forgive yourself” Rosemary Harris’ line reading feels a bit odd there (possibly flubbed?).

* How does Eddie already know about Flint’s daughter? The symbiote can transfer Peter’s memories as well as his powers because it thoroughly scanned his physiology, but Peter didn’t know jack about Flint to pass on.

* “I love you Harry, as your father loved you, and as your friends love you”.

* I was so pleased when MJ dropped that cinder block on Eddie’s head.

* Fun fact, in one early draft of the script, Sandman’s wife, and more importantly his young daughter, turned up again in the climax to try to talk him down from attacking Spider-Man. It was as cute as it sounds. That version of the climax still exists in the novelization. The novelization in general is really good and arguably does a better job of juggling the movie’s convoluted plot threads than the movie does.

* “Never wound what you can’t kill” Topher’s eyebrows!

* It’s ironic that the guy who shot Peter’s uncle is the only antagonist to survive this trilogy, but it feels earned.

* Christopher Young’s somber score for Harry’s death scene is so good, so beautiful, it still makes me wish Young’s work had gotten a proper release.

* In all three Raimi films, the last scene is always devoted to Peter and Mary Jane’s relationship, and this coda in the jazz club was such a lovely note to close the series on.

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