Spider-Man 3SPIDER-MAN 3

Spider-Man 3 runs nearly 140 minutes, but it would be difficult to argue that it doesn't require that length. In Sam Raimi's third installment of the comic-book franchise, our crime-fighting web-slinger (Tobey Maguire) has not one, not two, but three über-villains to contend with: the hulking, misunderstood Sandman (Thomas Haden Church); the globular space infestation Venom (played, in human form, by Topher Grace); and former best friend Harry Osborn (James Franco), son of original Spider-Man nemesis the Green Goblin, who's now eager to take on the family business.

But even without these antagonists, Spidey's experiences as Peter Parker would feature enough drama to fill a movie or two. His ego having grown proportionally with his fame, Peter is in danger of losing girlfriend Mary Jane Watson (Kirsten Dunst), especially once platinum-blond Gwen Stacy (Bryce Dallas Howard) enters the picture; snide photographer Eddie Brock (a pre-globular Grace) is threatening to steal Peter's Daily Bugle job; Peter learns that the true killer of his Uncle Ben is still at large; and, oh yeah, that vicious space goo has, without our hero's knowledge, taken up residence in his apartment.

Regardless of length, that's a lot to shoehorn into any movie. But it turns out that Spider-Man 3 needs all the entanglements and plot diversions it can get; it's only the occasional inspirations that keep you from bolting from the auditorium during the hellishly bad ones.

Don't get me wrong: The great moments are legitimately great, and occur early enough to have you expecting an overall marvelous time. An action set piece involving a crane run amok is spectacularly exciting - the sustained silence as a girder prepares to take out a skyscraper's entire floor provides a giggly rush - as is Spider-Man's first battle with Sandman, whose combination of brutishness and suggestive beauty (he wafts through the air like the physical embodiment of a twister) is comic-book perfection. Nearly every sequence involving Sandman is a miracle of special effects, none more so than Church's early transformation into a purely granular creature; for a few minutes, Raimi achieves a mixture of comedy, horror, and wonder that outdoes anything in his previous Spider-Man entries.

In the opening reels, there are also plenty of human touches to fill you with hope. A scene of Peter and Mary Jane happily reclining in an oversize web above Central Park has a true romantic pull, and the welcome reappearance of several supporting characters - Rosemary Harris' touching Aunt May, J.K. Simmons' hysterically dyspeptic J. Jonah Jameson, Elizabeth Banks' snippy secretary Miss Grant, Mageina Tovah's sweetly loopy Ursula - makes you grin. Plus, with Dunst (as ever) lending her role more gravity and emotionalism than it deserves, Mary Jane's travails as a struggling Broadway performer are surprisingly moving, though the character's firing from her first musical would be more poignant if we hadn't heard Dunst sing; based on the evidence, she deserves to be let go. (Perhaps realizing the actress' vocal inadequacy, Raimi, later in the film, wisely has Peter interrupt Mary Jane before she does damage to Peggy Lee's "Fever," though we still have to endure her rendition of "I'm Through with Love.")

The series' villainous newcomers, too, more than carry their weight. We discover that, before acquiring his atomic powers, Church's convict resorted to burglary to raise money for his sick daughter, Penny (after all, a Penny saved ... ), and the actor's solid, heartfelt work in his introductory scenes reverberates even after the character has been thoroughly CGI-ed; Church easily gives Spider-Man 3's standout performance. And Grace's quick-witted smarminess proves positively essential to the proceedings - he's a hissable nemesis you love.

Despite all this, though, you may find yourself feeling a mild discomfort - a foreboding - during the film's first hour. (This feeling actually starts during the opening-credits sequence, a schizophrenically edited assemblage of Spider-Man 1 and 2 clips so distracting that you can't read who's responsible for the film ... which might just be intentional.) With a script credited to Raimi, his brother Ivan, and Alvin Sargent, the dialogue is as clunky as it was in the previous Spider-Mans, but the plotting is even more so; the means by which Sandman acquires his powers and that space infestation finds its way to Peter would be lazy even in a Spider-Man comic from the '60s. (What, exactly, was the point of the atomic testing in that enormous sandbox?) The character of Gwen pops up with annoyingly convenient regularity and makes little sense to boot - so she's a model, Peter's lab partner, and the police captain's daughter, and she previously dated Eddie? - and Harry's rehabilitation as a nice guy finds Franco stuck in meandering scenes in which we're just waiting for his inevitable return to Goblinhood. Even the token cameo by Marvel Comics founder Stan Lee is a fizzle; he shows up just long enough to say "'Nuff said" and kill the movie's momentum.

Yet nothing will quite prepare you for the staggering embarrassment to come. After being exposed to the space goo, Spider-Man's latent hostility is awakened, and he transforms into a dark-suited avenger. Peter, however, transforms into a doppelgänger of Eddie Murphy's Buddy Love in The Nutty Professor. Narcissism in full throttle, he struts around and, in general, makes an alpha-male spectacle of himself, yet the film can't decide if this new Peter is meant to be dangerous sexy or just dorky; women laugh as he passes them on the street, yet Gwen, Miss Banks, and a jazz-club hostess all swoon. This extended Staying Alive parody is then followed by a horrifically staged sequence in which Peter - now a hipster pianist/dancer (!) - makes a fool out of Mary Jane in her workplace, and Raimi hits such awkward notes that you don't know where the movie went; it feels as if the director suddenly abdicated his duties, leaving Keenen Ivory Wayans to take over.

Sequences this unremittingly terrible not only make you question the fun you had previously - you want to ask, "Was the whole movie this awful?" - but also ruin your enjoyment of the rest of the film. Questions that might've been ignored in waves of brilliant effects and earned sentiment become all too pertinent: How did Venom learn of Sandman's ailing daughter? Why does Sandman join Venom's quest to kill Spider-Man - wouldn't he just want to take the money and get home? Why is the action suddenly interrupted for an extended, unfunny bit between Jameson and a grade-school extortionist? And while Spider-Man's final confrontation with Sandman is suitably epic, why does the sequence climax on an astonishingly maudlin note? (It feels like the first cinematic battle royale that could conceivably end in a hug.)

The film's best scene might just be a throwaway one, when Raimi regular Bruce Campbell - bless his rascally heart - shows up as a persnickety French maître d', performs some enjoyably silly shtick, and quietly and wittily strolls off with the picture. And therein lies the fundamental problem with Spider-Man 3. Campbell takes his joke role and turns it into a deeply imaginative comedic portrayal. Raimi takes his deeply imagined - and, by this point, deeply loved - comic-book universe and turns it into a joke. 'Nuff said.

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