Movie Night [Spidey Month]: Spider-Man 3


Easily Marvel Comics’ most recognisable and popular superhero, unsuspecting teenage nerd Peter Parker was first bitten by a radioactive spider and learned the true meaning of power and responsibility in Amazing Fantasy #15, which was first published in August 1962. Since then, the Amazing Spider-Man has featured in numerous cartoons, live-action movies, videogames, action figures, and countless comic book titles and, in celebration of his debut and his very own day of celebration, I’ve been dedicating every Tuesday of August to talk about everyone’s favourite web-head!


Released: 4 May 2007
Director: Sam Raimi
Distributor: Sony Pictures Releasing
Budget: $258 to 350 million
Stars: Tobey Maguire, Kirsten Dunst, James Franco, Thomas Haden Church, Topher Grace, and Bryce Dallas Howard

The Plot:
Having finally gotten the girl of his dreams, Peter Parker (Maguire) finds his life on the upswing, but an attack by vengeful Harry Osborn (Franco), and the discovery that recently-superpowered thief Flint Marko (Church) killed his beloved uncle see Peter giving in to the power and allure of a mysterious black suit from space.

The Background:
Following his debut issue becoming one of Marvel’s best selling titles at the time, Spider-Man’s popularity saw him become their flagship character. Soon, the wall-crawler fronted numerous team-up comics, videogames, cartoons, and even a live-action series. Although his cinematic debut was constantly delayed by script and legal issues, Sam Raimi and Sony Pictures Entertainment landed a critical and commercial success with Spider-Man (Raimi, 2002) and followed this two years later with Spider-Man 2 (ibid, 2004), which is widely regarded as one of the greatest superhero movies ever made. There was never any question that a third film would follow and Raimi initially planned to explore Peter’s morality, the humanity of his villains, and themes of forgiveness; However, his wish to cast Ben Kingsley as Adrian Toomes/The Vulture was blocked by producer Avi Arad, who insisted that the more popular Eddie Brock/Venom be included instead. Although Raimi was initially hesitant, he acquiesced after relating to the character as a dark mirror of Peter, but soon found his script so bloated that he initially toyed with filming two films back-to-back. Spider-Man 3 upped the ante for its special effects; painstaking hours went into crafting the scene in which the Sandman reconstitutes himself, an amputee stuntman was brought in to bolster Spidey’s fight with the Sandman, and Spidey’s iconic black suit was redesigned to emphasis it corrupting his morals. Although it was the most financially successful of Raimi’s Spider-Man films, Spider-Man 3 divided critics; while reviews praised the action and drama and the mixture of humour and visual spectacle, many felt the film was overstuffed with villains and failed to live up to the expectations set by its predecessors. Though accompanied by a comic book tie-in and videogame adaptation, Spider-Man 3 would mark the end of Raimi’s time with the web-slinger. Although plans for a fourth film got as far as casting and storyboarding, they were ultimately scrapped in favour of a complete reboot, though Tobey Maguire and Thomas Hayden Church would later reprise their roles nearly twenty years later for the multiversal epic Spider-Man: No Way Home (Watts, 2021).

The Review:
These days, with superhero films dominating the box office, many of them involving one or more heroes teaming up and a variety of villains, it’s easy to forget both the impact that Sami Raimi’s first two Spider-Man films had and state of the genre back in 2007. Superhero films were cropping up more and more and they didn’t always stick the landing; often, they struggled with too many villains, a lack of fidelity to the source material, or just being a bit of a tonal and narrative mess as studios tried to cash-in on the success of Raimi’s films and 20th Century Fox’s X-Men movies (Various, 2000 to 2020). Still, anticipation was high for Spider-Man 3; Spider-Man 2 was well-regarded as one of the best superhero movies ever made and it ended with a lot of plot threads to carry over into the third film, primarily the inevitable clash between Peter and Harry and the question of whether Mary-Jane Watson/M. J. (Dunst) was truly ready to accept the responsibility of being Spider-Man’s girlfriend. Unfortunately, little else from Spider-Man 2 directly carries over to Spider-Man 3 and this is made evident right from the opening titles, which barely feature Doctor Otto Octavius/Dr. Octopus (Alfred Molina) or any plot points from the second film beyond those that involve Peter, Harry, and M. J. Regardless, things get off to a decent start; the tension between Peter and Harry is emphasised in the reveal that Harry not only stalks Peter at every opportunity but refuses to listen to his explanations regarding the death of his father, Doctor Norman Osborn/The Green Goblin (Willem Dafoe). Although Peter doesn’t really make that much of effort to absolve himself of Norman’s murder, Harry’s mind is clouded by rage and stubbornness, which directly lead to him subjecting himself to a version of his father’s Goblin formula to give him the power to go toe-to-toe with his former friend.

Peter’s attempts to propose are interrupted by his inflated ego and the influence of his black suit.

For Peter, life is pretty good; he’s finally found a balance between his dual identities, or at least feels less conflicted now that he has M. J.’s full support. It’s not made clear how much time has passed between the two films (honestly, given how well the actors have aged and the way Peter and Harry treat each other, it feels like it could only be a few weeks) but Peter’s so at peace with himself and the world that he plans to propose to M. J., despite him still living in a crummy apartment and being stiffed on his wages by the cantankerous J. Jonah Jameson (J. K. Simmons). After receiving his Aunt May’s (Rosemary Harris) blessing, Peter heads out to seal the deal, only to be suddenly attacked by Harry, how sporting sleek, Goblin-inspired armour and weapons of his own. Peter battles this…*sigh*…“New Goblin” through the city skies but is both horrified and relieved when Harry takes a nasty bump to the head and recovers with no memory of Spider-Man’s true identity. This brings even more joy to Peter’s life as he rekindles his brotherly relationship with Harry and basks in the adulation of the city as Spider-Man. In fact, Peter’s so blinded by his own success and happiness that he fails to notice that he’s being a bit self-absorbed and that M. J. is having her own issues, faults that cause him to make the bone-headed mistake of kissing Gwen Stacy (Howard) in front of an adoring crowd and completely disregarding M. J.’s struggles to make it as a successful Broadway actress.

Peter’s relationships suffer because of his actions, leading to a brutal brawl with his former best friend.

Despite the fact that she made it into the cast, to the point where she received top billing, M. J.’s producers aren’t happy with the reviews about her performance and summarily drop her from the play, rattling her confidence and digging up bad memories of her childhood under her abusive father. Although she tries to confide in Peter and understand that his superhero commitments make him very busy, a rift forms between them when Peter fails to recognise how upset she is and keeps focusing on his own success. This scuppers Peter’s carefully-planned proposal dinner and drives M. J. to seek comfort from Harry, who’s only too happy to make time for her now that he’s rediscovered his carefree personality. They grow so close that they even share a brief kiss, though M. J. quickly comes to her senses and leaves before anything else can happen. This humiliation is enough for Harry’s mind to snap once more; visions of his dead father restore his memories and he resumes his vendetta against Spider-Man. He targets M. J. and blackmails her into breaking up with Peter, breaking his heart, and then twists the knife in further by insinuating that he and M. J. are having a love affair. Although Harry plays this conniving, manipulative role well, he can’t resist revelling in Peter’s anguish, meaning Peter immediately figures out that Harry has been using M. J. against him but, by that point, Peter is not only consumed by rage and ego but also fuelled by the negative impulses of his black suit. When Peter confronts Harry in the Osborn home, a brutal fight to the death breaks out between them; previously, Peter simply tried to avoid and quell Harry’s rage but, this time, he unleashes the full extent of his power and easily manhandles his former friend. Stubborn to the last, Harry attempts to blow Peter up with a pumpkin bomb, only to have the explosive tossed back in his face, permanently scarring him and leaving him an embittered recluse.

The Sandman might do bad things with good intentions but his mistakes raise Spidey’s ire.

Peter’s good mood is shattered when he and Aunt May are randomly called into the office of police captain George Stacy (James Cromwell) and told that they’ve been sitting on evidence for the last few years that proves thief Dennis Carradine (Michael Papajohn) didn’t killed Peter’s beloved Uncle Ben (Cliff Robertson). Instead, Carradine is retroactively revealed to have been working with a partner, Flint Marko, who recently (somehow…) escaped from jail. Peter had already had a run-in with Marko not long before this, but by that point the crook had already conveniently fallen into a random particle accelerator and been molecularly altered into a living man of sand. Now able to shift and alter his appearance at will, becoming almost intangible and rock-hard, the Sandman easily robs armoured cars to steal the cash he needs to help his critically ill daughter, Penny (Perla Haney-Jardine), as well as fend off Spider-Man when he inevitably arrives to stop him. Now armed with the knowledge that the Sandman killed his uncle, Peter seethes and obsesses over tracking down the thug and make him pay out of a combination of guilt over the death of both Uncle Ben and Dennis Carradine and the aggression encouraged by his mysterious black suit. Although generally a sympathetic and reluctant villain in the comics, the Sandman is reconfigured into a tragic figure here; he’s painted as a good man driven to crime and hampered by poor choices, and carrying a sense of guilt and responsibility over the evils he’s done and his love for his sick daughter. However, Peter has little time for the Sandman’s sob story and willingly succumbs to the black suit’s influence when they fight in the New York subway. Spider-Man angrily confronts the Sandman over his murderous actions and attacks without quarter, eventually dissolving him into a gloopy, muddy mess with a dismissive “Good riddance!” As if this battle didn’t hammer it home enough, Peter’s discussion with Aunt May reveals that he fully intended to kill the Sandman to make him pay for what he’d done. However, despite being heartbroken by Ben’s loss, May makes it clear that revenge is never the answer and lays the groundwork for Peter finding the courage to forgive the Sandman for his misguided actions.

Peter’s personality is corrupted by the symbiote, which finds a willing host in demented Eddie Brock.

That takes a bit of time, though, as Peter is under the poisonous influence of a mysterious alien goo that randomly (and conveniently) crashed to Earth right by his scooter. Latching on to him in the midst of a terrible nightmare, the viscous substance (later identified by Doctor Curt Connors (Dylan Baker) as a “symbiote”) turns Peter’s colourful costume a deep black and enhances his abilities considerably, granting him a strength and sense of exhilaration beyond his usual web-slinging. However, it also feeds and enhances his negative emotions; anger, fear, and aggression are all heightened by the creature, but Peter is so captivated by the allure of the black suit that he can’t deny himself its power when he gets a lead on the Sandman. Like an addict who doesn’t know when to quit, Peter wears the black suit under his clothes, caressing and stroking it, and even alters his appearance to match the sense of confidence and power the suit inspires in him. After his confrontations with Harry and the Sandman, Peter fully gives in to this rush, parading himself down the street like a dork and believing he’s God’s gift to the world. He all-but-demands a permanent position at the Daily Bugle, takes Gwen to a jazz bar and performs an elaborate dance number to make M. J. jealous, and angrily confronts rival photographer Edward “Eddie” Brock Jr. (Grace) over his doctored pictures of Spider-Man. However, after lashing out at M. J. in a rage, Peter finally sees that the suit is turning him into a literal and metaphorical monster. Fleeing to a church, he tries to remove the suit and is shocked to find that it truly is a living organism. Although the symbiote desperately tries to defend itself, it’s driven off Peter’s body by the ringing of the church bell, leaving him guilt-ridden and despondent over his recent actions, but the creature finds itself a new host when it latches onto Eddie. A snivelling little creep of a man, Eddie is driven to begging the All-Mighty to avenge his recent slights after failing to win Gwen’s heart or cheat his way into a full-time job. This bitterness and borderline psychopathy is all the symbiote needs to birth the film’s third villain, a “strange black-suited figure” (because he’s never referred to as “Venom” onscreen), and immediately set about making Peter pay for his actions.

The Nitty-Gritty:
There’s a lot happening in Spider-Man 3; so much so that it’s difficult to watch and not think about how easy it would’ve been to streamline things. I get that Sam Raimi was basically forced to include Venom in the film and I can see how that might’ve clashed with his ideas for the final entry, but just doing another couple of script rewrites really would’ve helped tighten things up because, as is, there’s just too much crammed in here. This is one of the few times where I would’ve been happy to see the film split into two parts to actually do Venom justice, but a far easier solution would’ve been to omit Eddie Brock entirely and just have the symbiote attach itself to Harry. Yes, it goes against the comic lore, but I think it would’ve tied in perfectly with the film’s themes of obsession, revenge, and forgiveness. Plus, it’s not like the Venom mantle hasn’t been assumed by others before. I also think the Sandman should’ve either stayed dead after his fight with Symbiote Spider-Man or been revealed to be alive in a post-credits scene (either using him emerging from the sewer as seen in the film or by repurposing a cut scene with his daughter), which not only would’ve made the final fight between Spider-Man and Venom/Harry less of a cluttered mess but also would’ve shown that the symbiote’s influence had real consequences for Peter as he would’ve had to live with the guilt of killing another man (or, at least, assuming he had).

Some odd decisions, cringe-worthy scenes, and pointless retcons bog down an already bloated film.

However, there is a decent film in here somewhere, it’s just buried beneath odd decisions, bizarre sequences, and a whole mess of characters. Did we really need Gwen Stacy in this when she barely has any relevance to the plot, for example? She’s nothing like her comic book counterpart and is literally there to emphasise what a creep Eddie is. She doesn’t even have a rivalry with M. J. or factor into the climax, so it feels like she was shoe-horned in as fan service more than anything. Peter’s cornball demeanour once he gives into the black suit is also extremely cringey; many have come to defend this decision, claiming that Peter is living out his idea of what it means to be “cool” and I totally get that he would have this dorky perception of what’s “hip” and such. But it’s surreal to see him strutting down the street and then doing this cartoonish dance number in the jazz club that’s immediately juxtaposed with him smacking M. J. and being so wracked by guilt that he goes and broods in the rain on a church! Spider-Man 3 also commits the cardinal sin of retconning the character’s origin to awkwardly wedge Flint Marko in as the man who killed Uncle Ben. Just…why? People moaned to high heaven when this happened in Batman (Burton, 1989) and it just confuses things here. Spider-Man 3 has the perfect means to tell its story of forgiveness in the Peter and Harry story. It didn’t need to complicate matters by forcing a link between him and the Sandman, especially as Marko already had a perfectly understandable and relatable tragic motivation that’s barely touched upon no matter how many times he stares at that damn locket. And then there’s the weird side plot of Harry’s amnesia. Again, I get it, they wanted to show how deep the bond between Harry and Peter is and explore their relationship as brothers, but it just leads to more goofball scenes and unnecessary drama between Peter and M. J. I feel like a similar outcome could’ve been achieved by just having Harry play mind games with Peter throughout the movie, especially if he adopted some of Eddie’s comic book antics and used his knowledge of Peter’s identity against him. And don’t even get me started on this “New Goblin” crap. Just make him the damn Hobgoblin! They even made a damn mask!

Unfortunately, all the impressive visuals and action sequences can’t counterbalance the muddled plot.

Luckily, amidst all of this negativity, Spider-Man 3 has some of the best action sequences and special effects of the entire trilogy. The mid-air fight between Peter and Harry may suffer from a little too much obvious green screen, but it’s far more versatile and fluid compared to the battles between Spidey and the Green Goblin, which were a bit clunky and grounded at times. While I have little love for the Sandman and could take or leave his inclusion, he does allow for some more visually interesting fight scenes. Seeing Spidey punch right through Marko, blast him into particles, and be smashed by his rock-hard appendages makes for some fun sequences. Unfortunately, all this goodwill is undone in the climax where any personality and nuance the Sandman has is completely washed away as he adopts a gigantic, mindless, rampaging sand monster form that, while intimidating and a suitable escalation of his threat, pales in comparison to the surprising emotional depth he shows beforehand, particularly in the admittedly beautiful and heart-breaking scene where Marko first pulls himself together after his accident. As ever, the Spidey suit looks great but it looks even better in black. While I prefer the classic white logo for the symbiote suit, saving it for Venom was a great idea to help him stand out more (even if it doesn’t make much sense for him to randomly have a big-ass symbol) and I loved the twisted, torn webbing and claws used on Venom. Indeed, the fact that Venom barely appears in the film and only for the finale is a massive disservice to both the character and his look in the film. Venom may lack the bulk and plural identifiers, but he looks fantastic when he’s got his claws out and is adopting his ironic, drooling, fang-filled visage. As much as I rag on the film, I do enjoy the visuals of the climax; seeing the construction site covered in Venom’s twisted webbing, the monstrous Sandman looming, and Venom screeching and attacking from the shadows makes for a very different and intense finale. It’s just a shame it’s intercut with cringe-inducing performances from tertiary characters.

Through the sacrifice of his friend and letting go of his hate, Peter earns a bittersweet ending.

After shedding the symbiote, Peter is left trying to pick up the pieces of his fractured life; M. J. has rejected him and is ready to leave town, he’s tried to kill his best friend, and his reputation has been sullied somewhat by his poor decisions. Thankfully, Eddie easily tracks down the Sandman and convinces him to forge a partnership, one primarily based on Eddie avenging himself on Peter by humiliating him and taking away his true love. Unlike Peter, who realised the damaging influence of the symbiote, Eddie is only too happy to give into it’s power (“I like being bad. It makes me happy!”) and refuses to listen to reason since he’s so consumed by hatred and a twisted sense of injustice. Ultimately, he’s unable to resist the power and temptation offered by the symbiote and perishes (quite violently) in a grenade blast, a disappointingly weak ending for a disappointingly weak version of Venom. However, Eddie does leave a lasting impression on Peter by delivering a fatal blow to Harry, who heroically sacrifices his life to save his best friend. Unfortunately, as cool as it is to see Peter and Harry team up for the finale (and it really is an awesome feel-good moment with some great team-up attacks from the two), it comes after Harry’s entire philosophy and vendetta is reversed thanks to a pep talk by his family butler, Bernard Houseman (John Paxton), who decided to wait until the last minute to be honest. Although the result is seeing Harry and Peter set aside their differences and finally make peace as Harry dies in his friends’ arms, this random revelation really detracts from it and takes all the agency out of Harry’s character. The Sandman is equally rattled by all the death; he regrets his actions and tries to justify them, and it’s clear that a massive weight lifts from his shoulders when Peter forgives him (why he let him get away is beyond me, though). Unlike the last two Spider-Man films, Spider-Man 3 ends on an emotional note with Peter having learned valuable lessons about forgiveness and him and M. J. sharing an emotional embrace, apparently ready to start over, rather than ending on a high with the traditional final swing.

The Summary: 
Spider-Man 3 just can’t help but be a disappointment. There’s just way too much happening in it, too many missteps and odd decisions, and too much of that goodwill tossed aside to rate it much higher. It’s such a shame, too, as it could’ve been an emotional and intense finale to Sam Raimi’s trilogy if only another attempt had been taken at the script to tidy things up. I just can’t help but think it would’ve been so much better to drop Eddie Brock and have Harry become Venom as a nice compromise between the filmmakers because the desperation to do everything and please everyone just results in a disappointing effort. It’s doubly disappointing for me as I’m a huge Venom fan and Venom did look really fantastic for the few minutes he was onscreen, but they really deserved their own dedicated movie or to be incorporated better to justify including them. Although I didn’t really like the forced drama between Peter and the Sandman, I did enjoy how human and relatable Flint Marko was. Ultimately, though, he feels like a bit of an afterthought and the only reason you remember him is because they made an unnecessary retcon to the first film. The drama between Harry and Peter was honestly strong enough to carry the entire film but it’s lost between all the other moving parts and has its legs completely cut out from under it by the amnesia side plot and that damn butler! Sadly, all the effects and impressive visuals in the world can’t salvage this film, which will forever go down as one of the genre’s biggest missed opportunities no matter how hard people try and defend it.

My Rating:

Rating: 2 out of 5.

Could Be Better

Are you a fan of Spider-Man 3? Where does it rank for you against the many other Spider-Man movies? What did you think to Peter’s struggles with the temptation of the black suit? Were you also disappointed by the execution and screen time of Venom? What did you think to Harry’s character arc and were you sad to see him die a hero in the end? What changes would you have made to the film to try and salvage it? Whatever your opinion on Spider-Man 3, leave a comment and be sure to check out my other Spider-Man content.