Spider-Man 3 is the first bonafide disappointment of the summer movie season and it gives me no pleasure in saying so because I'm a huge fan of director Sam Raimi. While the third installment of this highly lucrative franchise isn't a bad movie by any means, it comes up way short of reaching the heights of Spider-Man 2 (a film I maintain is one of the strongest super hero adaptations ever) and isn't even on par with the 2002 original (Spider-Man was decent enough but hardly worthy of the enormous hype).

This time around, your friendly neighborhood Spider-Man turns into your friendly neighborhood Emo-man when a strange bit of alien goo (known as a symbiote) attaches itself to boy scout Peter Parker (Tobey Maguire) and brings out his dark side. For much of the film, Spider-Man and alter ego Parker struggle with this new found personality trait. In the beginning, Parker loves how the symbiote (and his new, jet black suit) makes him feel, but soon, he realizes that perhaps this dark side is detrimental to his heroic way of life.

This evil Spider-Man plot thread could have been interesting in of itself, but Spider-Man 3 would rather bombard you with several storylines. There are three villains this time around (four, if you count bad Peter Parker). We have Flint Marko (Thomas Haden Church), a petty thief who robs folks so that he can make enough money to provide for his sick daughter. When fleeing the police, Marko slips into a pit where he becomes the unfortunate guinea pig in a strange experiment involving the molecular break down of sand (at least I guess that's what the machine does. It's never really explained). Shortly thereafter, Marko became super villain Sandman. Adding to the drama as it turns out, Marko actually has a connection of sorts to Peter Parker.

Then we have Eddie Brock (Topher Grace), one of Parker's photographer rivals at the Daily Bugle. With hate in his tiny little heart, Brock transforms into beloved comic book villain Venom when the same symbiote that nearly destroyed Parker, attaches itself to him.

Finally, we have a returning villain. I'm referring, of course, to Harry Osborn (James Franco), the son of the Green Goblin (who Spider-Man defeated in the first film). Harry still harbors a consuming grudge for Peter Parker and between the last film and this one, he's been honing his villain skills so that he might take out Spidey/Parker once and for all.

In addition to all of this, we are introduced to yet another character, spicy Gwen Stacy (played by the gorgeous Bryce Dallas Howard), the young daughter of the Mayor who develops a crush on Parker/Spider-Man, putting a strain on Mary Jane and Peter's already fragile relationship.

Does this all sound like a little too much ground to cover in a two hour and twenty minute movie? If you answered yes, you'd be correct. Spider-Man 3 has several characters, but ultimately, it has no character. We know Parker, MJ, and Harry, but only because we've gotten to know them through the course of three movies. The onslaught of new characters just sort of appear and disappear throughout the film, and there is no real depth to any of them.

Church exudes sympathy as Flint Marko, but he's never truly explored. Marko isn't even permitted to be bad. Instead, we get the reveal that he has a deathly ill daughter (a plot line I'm told does not appear in the comic). I would have been fine with it if we really would have gotten to know this guy. Instead, he's just sort of there so that the effects department can allow him to morph through a number of cool permutations. As a villain, he's pretty dull. Likewise, Venom could have been a classic, scary as hell villain, but he's reduced to about fifteen minutes of screen time, and he comes across as more of an after thought. As pre villain Eddie Brock, That 70's Show's Topher Grace is simply doing a redux of his TV show role. He isn't so much a character as he is a personality. The only villain scenario that truly works in Spider-Man 3 is the Harry scenario, and that's because Osborn has been explored throughout three films. There's an arc to his madness and we feel as if we know him. James Franco (an actor I'm not terribly fond of) really rises to the occaision here. He's a lot of fun and spends much of the film pissed rather than brooding. He's does this hilarious eyebrow raise on several occasions and I really got a kick out of it. Of the entire cast, Franco appears to be having the most fun, and for the first time, this actor really won me over. His adrenalin pumping cat fight with evil Peter Parker gives the film its best action sequence.

There are returning favorites in Spider-Man 3, and they do their part despite weak dialogue and extremely limited screen time. Rosemary Harris is a class act as Aunt May. When she passes on a family heirloom to Peter, it's enough to break you heart. She takes an extremely sappy moment, and breathes life into it. J.K. Simmons is a riot as blowhard and Daily Bugle Chief Editor Jonah Jameson. He's got a couple of classic moments in the film. Bruce Campbell returns to provide yet another memorable cameo for his buddy Sam Raimi, his cameo as a Maitre Dei in a French restaurant is one of the film's funniest scenes.

As for our returning leads, they're a mixed bag. Tobey Maguire certainly looks to be having a fun time. He's in shape, and I bought him as Spidey. As Parker, he's all over the place. His whole slip into emo-ville didn't work for me at all, and some of his more dramatic moments are overplayed, particularly in the final moments of the film. Kirsten Dunst practically wines through the whole picture, and while that is probably no fault of her own (the writer's should take partial blame), she does nothing to elevate the proceedings.

Not surprisingly, most eyes will be focused on the special effects department's eye popping visuals, and there are certainly scenes to be cherished. One of the best sequences is the birth of Sandman. Shortly after Flint is molecularly disintegrated, he emerges from a mound of sand, desperately trying to re-integrate himself into a recognizable shape. Since his structure is vastly altered, he crumbles right as he's about to take shape. It reminded me of a child taking his first steps. All in all, a breathtaking bit of cinematic magic. The rest of Sandman's bits, however, are of the "been there done that" variety. In one scene, Spider-Man punches Sandman (who happens to be in Flint form) in the chest. On impact, Flint's stomach becomes dirt, and Spidey's fist goes directly through his chest cavity. Very reminiscent of a similar scene in which Arnold Schwarzenegger punches the T-1000 in Terminator 2. In another scene, a colossal Sandman scales the side of a building striking a pose that suggests he were the Stay Puft Marshmallow Man trying out for a role in Ghostbusters 3.

There are several action sequences in the film to speak of including the much talked about bout between Harry and Peter Parker, and a hair raising sequence that takes place atop a massive sky scraper (Raimi's own Darkman from over fifteen years ago, pulled off a similar sequence to much more effective fashion). The problem is, most of this stuff, including the numerous shots of Spidey swinging through the city, look synthetic. Spider-Man 2 did a great job of making the impossible look possible. Sure, we know we're watching special effects, but the drama of it all allows us to suspend disbelief. Spider-Man 3 as a whole is simply too cartoonish. It's like playing a video game. Of course, a lot of that falls on the shoulders of the screenplay. Perhaps had the drama been more solid, the effects would have just been the icing on the cake. Instead, Spider-Man 3 becomes an effects show.

Clearly, the biggest flaws in Spider-Man 3, come courtesy of the screenplay by Sam Raimi and Ivan Raimi (with a polish by Alvin Sargent). There are enough characters here to fill five movies, and Spider-Man 3 is but a single film. Too many characters and not enough character. What's more, there is no real rhythm here. The movie segues from one scene to the next in a clunky, almost random manner. The plot lacks the organic rhythm that made Spider-Man 2 so effective. Take for instance a scene in which Dylan Baker delivers a bit of dialogue explaining what a symbiote is (as if he has some vast, monumental knowledge of this particular unknown alien life form) or how about the key moment in which Sandman and Venom meet for the first time and decide that rather than being enemies for no apparent reason, they should join forces and gang up on Spider-Man. This particular scene lasts in the neighborhood of sixty seconds. Like I said; clunky and mechanical. Many might argue that I'm knitpicking. That may be, but Raimi raised the bar with the second film, and this third entry pales by comparison.

There is plenty of drama to be found in Spider-Man 3, but much of it is trivial and childish, most notably the contention that brews between Peter and MJ. Furthermore, Parker's descent into the dark side is played mostly for laughs. I felt for Parker's plight in the last film. Should he give up the suit and live for himself? It was played as real drama. Here, Parker's dilemma is less riveting. It's like listening to a really bad emo record. Laughable. As for the misplaced humor and Parker's dorky behavior, I suppose it could be argued that this is a dorky character to begin with, and when a dork goes bad, he's still just a dork. He just has a little more attitude. Still, the shtick as played in this film is way over the top.

Sam Raimi the director is a bundle of unlimited energy to be sure. I never found Spider-Man 3 boring. It moves at a relatively quick clip, and there's always a lot of motion, but the drama is stilted and the meshing of tones jarring. Raimi's instincts as a director are, at times, misguided. Like his decision to throw in a couple of song and dance numbers. The worst being a sequence in which a conniving Peter takes a date to MJ's work in an attempt to embarrass and humiliate his ex-girlfriend. It's a completely out of place scene and a virtual rip off of The Mask to boot. In fact, there's a lot of out of place humor to be found in Spider-Man 3. From Toby Maguire's over the top pelvic thrust dance moves, to the way he brushes his dark bangs in front of his face when he's about to do something bad. This stuff doesn't work at all. What should be played straight, is played for broad, unwelcome laughs.

Part 3's are tough, particularly when their respective part 2's are so damn memorable. Indiana Jones and the Last Crusade pulled it off as did Return of the King (granted the third Lord of the Rings chapter was part of one massive epic), but I'd be hard pressed to come up with another part 3 I felt was as good or better than part 2. And in fact, Spider-Man 3 has a couple of things in common with a couple of other disappointing part's 3's; Superman 3 and Karate Kid 3. Both of those films (in addition to being laughably silly) took their protagonists and had them duke it out with their dark sides. While Spider-Man 3 never sinks to the depths of those ill conceived sequels, it sure shares eerie similarities.

Weather or not Spider-Man 3 will grow on me with repeated viewings (as was the case with Superman Returns) remains to be seen, but at the moment, I don't feel compelled to run out and see it again.

Is Spider-Man 3 a bad movie? Certainly not. Is it a disappointing entry in an extremely popular franchise? Most definitely. Had Raimi stepped back and taken a couple of years off between part 2 and part 3, perhaps he might have looked at things a little more objectively. Instead, he jumped right in and the pressure of delivering must have been beyond description. (In fact while talking with Dunst at Showest she made it sound like the film all but killed him.) This terrific film maker was so hell bent on giving audiences more bang for their buck, that something was clearly lost in translation. I'll always be an enormous fan of Raimi, but in my humble opinion, Spider-Man 3 is his most disappointing work (at the risk of alienating fellow Raimi fans, I even thought The Gift, Crimewave, The Quick and the Dead, and For Love of the Game were better movies). Again, this isn't to suggest that Spider-Man 3 is a waste of time. It is energetic, and made with a loving touch, but ultimately, it's a muddled, ramshackle beast of a movie.

It's been speculated that Sam Raimi is going to take much needed time off before plunging into another cinematic endeavor. I'd like to see him turn over the Spider-Man reigns to someone else. Peter Jackson perhaps. After all, if Raimi decides to take on The Hobbit (a rumor that's been rampant for the past few months), it seems all too fitting that Jackson be involved in a new Peter Parker adventure. Whatever the case may be, I look forward to seeing what Sam Raimi does next.