The Spider-Man franchise is one of the first super-hero films to feature it’s entire series with the singular vision of a specific director.  Raimi did a good job with the first one and a spectacular job with the second film.  It still stands as a high watermark for the superhero film genre.  Three is a bit more…complicated.  There is a Spider-Man comic for Marvel to publish.  The Complicated Spider-Man.

We open with Peter telling us just how awesome his life is.  He has a hot girlfriend who is successfully performing plays, school is going excellently, he has money.  It is here where we get our introduction to Gwen Stacy (Bryce Dallas Howard), who is apparently doing pretty well in school herself.  Peter runs into Harry at MJ’s play.  Peter is contemplating proposal, especially after a night of star watching with MJ.  It is a fun use of powers in the scene as they lie next to each other in a giant web.  Unknown to Peter, a meteor crashes near by and a black goo crawls out…it appears to have some sentience, as it leaps onto Peter’s scooter.

We get introduced to Flint Marko, played by the talented Thomas Haden Church.  He has escaped prison and snuck into his home.  In a nice bit of back-story, he has a daughter whom he loves very much, and the crimes he committed were to try and help her.  Raimi was very good at finding human connections for the villains in all three films.  You could sympathize with their motivations.  On the other hand, There is Harry Osbourne…who is becoming a cartoonish revenged obsessed guy.  I get that they want us to see him as a tragic figure…becoming his father, whom he always wanted to please.  But it seems he is suddenly a technology genius he never was in the previous films.

Meanwhile, Peter declares his intentions to propose to Aunt May.  As usual, Rosemary Harris hits it out of the park, reminiscing about when Uncle Ben proposed to her.  Peter leaves feeling hopeful-only to be hit by a flying snow border.  Yes.  You heard me.  Just like the terrible Green Goblin costume, the the Hobgoblin costume is terrible, only worse.  This is rather stunning to me, because for all the efforts to visual fidelity by Raimi?  Both Goblins look as distant from the comics as you can get.   Great actor choices (both Defoe and Franco) and terrible outfits.  They have a elaborate fight, that actually looks pretty good, and shows Peter has become quite skilled in his role.  He manages to take down Harry-but almost kills him in the process.  When he wakes up in the hospital, he has no memory of anything…that Peter is Spider-Man, how his father died, or that he was angry with Peter.

Meanwhile, Marko is on the run from the cops.   He slips into a field used by a testing facility and falls into a pit.  Suddenly, he hears something starting up.  We then meet the worst scientists in the world.  They notice a change in the mass, but shrug it off as a bird who will fly away.  So, then they just continue the experiment.  Marko is horrified as he seems to dissolve into dust, when the cops reach the pit, there is nothing there.  This results in him coming back to life as living sand.

And so on and so on.  The film goes through great effort to introduce character after character.

Peter is struggling to keep his relationship with MJ afloat, while getting a swelled head from all the love the public is giving him.  Not to mention her concern that he never mentioned lab partner Gwen Stacy.

The film does the comic book trope of Retconning.  This is where a story introduces some knew historical fact that we never knew about.  Here it turns out that Flint Marko was the actual killer of Uncle Ben.  This fills Peter with anger and thanks to the alien symbiote that has attached itself to him.

In a great moment, Peter thinks he has killed Marko and visits his Aunt May to tell her Marko is dead.  But her reaction is confusing for Peter.  She is not happy.  And when he tells her that Spider-Man did it, she is confounded…because she knows Spider-Man is no killer.  She was not seeking revenge, it is a dangerous path.

Peter becomes more and more selfish, mocking his friends, using other people.  And in showing this, we are witness to one of the worst sequences of the entire franchise.  Peter walks down the street, chest puffed out.  Women are looking at him with desire.    He then sees pics of Spider-Man robbing a bank.  Peter goes to the Bugle.  He shows proof that Brock doctored the photo.  He get’s Brock fired.  Peter is unmerciful, telling Brock if he wants forgiveness?  “Go get religion.”  This is last part actually a good moment…but it is surrounded by Peter acting cocky to seventies funk music.  He buys a slick new suit, steps into the street with pelvic thrusts.

Now, it is meant to show us that the suit is changing Peter…making him more confident and aggressive.  An alpha predator.  But instead, most of it is totally goofy.  We even get an embarrassing dance sequence.  In the end, Peter realizes the suit is causing him to change and decides it is time to be free of it.  Once he does, the symbiote finds the already angry Eddie Brock…the end result is Venom.  This film has three villains, between Hobgoblin, Sandman and Venom.  While Peter takes Harry out mid way through the film, it is to late to avoid the bloat.

The first thing that stands out to me in this film?  It is pretty obvious that Venom was forced on Raimi.   Venom is shoehorned in at the end, almost as if it was an obligation and frankly in a pretty clunky fashion at that.  In the comics, Eddie was Peter’s opposite.  He was a massive musclebound guy.  The film opted more for a funhouse mirror image approach.  Topher Grace is small and skinny, not unlike Peter.  He is really Parker without the ethics.  It works pretty well, for all it’s briefness, Grace makes Brock come off as the guy continuously reaping what he sows-but seeing himself as a victim of life.  It is all about how other people ruined his life.  Topher plays Brock as pretty creepy by the end…at one point, he is holding onto MJ, and says to Peter, “My Spider Sense is tingling…if you know what I mean.” and is motioning towards his crotch.  Grace works with what he has.

As the Sandman?  Church is perfectly cast.  He looks like he walked off the page.  He really is the Sandman, and is pretty sympathetic, while being a credible threat.  And the Sandman effects are terrific.  It is clear Raimi really wanted to use the Sandman, and his love of the character is obvious.  They really show off the possibilities of such a power.  The effects in general are great.  Lots of fun Spider-Action.

The supporting cast is solid as usual.  The regulars, such as J.K Simmons, Bill Nunn, Elizabeth Banks and Dylan Baker are there.  We also have James Cromwell and Bryce Dallas Howard.   As usual?  Simmons hits it out of the park and gives some of the film’s funniest moments.

As for the Stacys, Cromwell gets almost no time, so there is no real sense of what Stacy is about.  We know he is Gwen’s father, but he has almost no relationship to Peter or Spider-Man.  Gwen is used in a criminal fashion.  While Gwen moons over Peter Parker, she lacks a solid identity.  The writers use her as a mere plot point to interfere in Peter and MJ’s relationship.  I am a little surprised Raimi went along with this, but it really is disappointing.  Bryce Dallas Howard looks terrific as Gwen, but she is barely a character.  And she just disappears from the film.

Also disappointing?  The black suit is just the Spider-Man costume painted black.  It would have been nice to have at least seen the big white spider on the chest.

But what really hurts this film?  It is just ridiculously over populated.  We have three villains, separate motives and stories.  You practically have two or three films worth of stuff.  Really, it would have been better to give the the symbiote the story of Spider-Man 3 and make Venom the villain in number four.  And it is unfortunate that they tried to cram in so much that no story point really gets to be dealt with in a satisfying way.  It is so much, every story gets cheated.

Raimi ends his trilogy with a “Meh” instead of a “Hooray”…and that is unfortunate.  After the heights of number 2, this film just feels so…messy and the result is it feels a bit mediocre.  Oh, it has it’s moments, but nothing ever comes together.