Here’s a true story I think about sometimes. A couple of years ago, I was interviewing Sam Raimi for the launch of Ash vs. Evil Dead. We started talking about Spider-Man, and I told him I liked Spider-Man 3. He looked down at the ground, sighed a heavy sigh, and said, "Yeah. You and my mother."
Well, Sam, it’s still true. I do like Spider-Man 3—and 10 years after its original release, I'm still happy to mount a defense of it. As hot takes go, this one is closer to lukewarm. I’m not making the case that Spider-Man 3 is the best superhero movie of all time, or even that it’s the best Spider-Man movie. It's pretty clearly the worst of the ones Raimi made. But I still think Spider-Man 3 has been unfairly overlooked, and criticized for all the wrong reasons. (Honestly, that dancing-in-the-street sequence is a blast.) Much of the movie is good, and the parts that are bad are still interesting. At the very least, I’ll take a compelling mess like Spider-Man 3 over a by-the-numbers retread like the Amazing Spider-Man franchise any day.
Don't pretend you don't know all the words to "Hero."
Spider-Man 3 begins with an opening credits montage summarizing the plots of the first two movies. It’s a needless gesture—the first two Spider-Man movies grossed an eye-popping $1.5 billion worldwide, so it’s safe to assume most moviegoers were familiar with them—but it does highlight how much Raimi insisted on treating all three of his Spider-Man movies as a single continuous story. This is more unusual that it might sound. The Marvel Cinematic Universe prides itself on being one massive, interconnected story, but it’s still pretty easy to break the movies into discrete parts. (Think about, say, the broader impact the events of Iron Man 2 had on the MCU—if you can even remember the events of Iron Man 2—and you’ll see what I mean.)
Raimi’s densely interwoven approach to Spider-Man also comes with some problems. One of Spider-Man 3’s biggest missteps comes early, when Harry Osborn—who discovered that Peter Parker was Spider-Man, and thus the sort-of killer of his father, in the last movie—briefly develops amnesia and forgets Peter is Spider-Man again. It’s the laziest possible solution to the problem, and a transparent effort to delay the big clash between Peter and Harry for as long as possible. (It’s also, like several of Spider-Man 3’s more eccentric flourishes, a needlessly convoluted solution to a story that might not even be a problem. Isn’t it just as plausible that Harry would delay confronting Peter because he feels kind of, you know, conflicted about murdering his best friend?)
But while Raimi had built up a Rubik’s cube of narratives to develop by Spider-Man 3, he had also developed a world with a density and a history that few standalone superhero franchises can rival. There are moments in Spider-Man 3—like Peter thoughtlessly kissing Gwen Stacy at a pro-Spidey press conference, in an echo of the legendary upside-down kiss from the first Spider-Man, or the climactic return to the graveyard where Norman Osborn was buried at the end of Spider-Man for Harry’s funeral—that trade on powerful images and moments that were cultivated years earlier. Even minor characters—Peter’s landlord and his daughter, Harry Osborn’s butler, and J. Jonah Jameson’s assistant (played by a pre-fame Elizabeth Banks)—are treated generously by Raimi’s fleshed-out world. If Spider-Man 3 sometimes twists itself into knots to make its story hold together, it’s only because it actually took the time to build a universe full of complicated characters and actual consequences.
And it’s too bad that Spider-Man 3 didn’t fully commit to building its narrative on the characters we had already come to love, because it’s when the new guys show up that the movie goes a little off the rails. As Gwen Stacy, Mary Jane’s sort-of rival for Peter Parker, Bryce Dallas Howard gets absolutely nothing interesting to do. And while I don’t think it’s impossible to make a great superhero movie with three villains, it’s striking that no one has managed to do it yet. In its trio of baddies, Spider-Man 3 does include one absolute stinker: Venom. Venom, a fan-favorite whom Raimi was reluctantly goaded into including, takes two forms: a sticky, oily alien symbiote that briefly possesses Peter Parker, and a rival photographer named Eddie Brock, played by the generic-brand Tobey Maguire, Topher Grace. Brock pops in out of nowhere, does nothing interesting, and dies. That’s really everything you need to know about him.
The most frustrating thing about the Venom story is that Peter’s arc would be more interesting without it. As Spider-Man 3 begins, Peter is already a little too self-satisfied about his role as New York City’s beloved protector. He’s starting to buy into his own glowing press clippings. Long before he gets taken over by the Venom symbiote, which completes his transformation into a thoughtless douchebag, he’s ignoring Mary Jane and boasting about becoming "something of an icon" in New York City. And that’s an interesting development in his character! Maguire’s Peter Parker is essentially defined by his sweetness and guilelessness, but the uncritical adoration of an entire city could turn even the gentlest person into a smarmy asshole. Why let him off the hook by pinning the whole thing on an alien symbiote?
The problem with Spider-Man 3 isn’t that it has too many villains; it’s that those villains aren’t woven organically into the narrative. Spider-Man was originally going to include Doctor Octopus; Spider-Man 2 was originally going to include Lizard and Black Cat. In both cases, Raimi correctly intuited that the movie would be better if he zeroed in on a single villain with a close relationship to Peter Parker. Spider-Man 3 tries for something similar with Sandman (Thomas Haden Church), who it turns out—in a very polarizing retcon—was the actual killer of Peter’s uncle Ben. And while this revelation undercuts the essential origin of Spider-Man’s heroism—remember, his uncle only died because he let the killer get away—it provides for a genuinely moving moment of catharsis, when Peter forgives Sandman for the (accidental) killing of his uncle, and lets him float off into the sunset.
There’s the germ of a good story in Sandman, and Church is a good enough actor that he almost sells it. But there’s too much else going on for the Sandman story to have the intended impact. Even at a generous two hours and 20 minutes, Spider-Man 3 feels overstuffed and frantically paced—in large part because it has the burden of introducing two brand-new villains. (It was once rumored that Spider-Man 3 was going to be split into two movies, which probably would have served the material a lot better.) It’s all the more irritating because Spider-Man 3 also has an ideal villain hanging around on the margins of the narrative: Pour one out for poor Dylan Baker, who spent two whole movies playing Dr. Curt Connors—the character who eventually becomes the Spider-Man baddie The Lizard—without ever actually getting to make that climactic transformation.
But let’s talk about what does work about the movie: the climax of the franchise-defining love triangle between Peter Parker, Mary Jane, and Harry Osborn. Cut the amnesia, and you’re left with the story that serves as the logical culmination of the Spider-Man trilogy, as the childhood friends clash over both the human and the superheroic conflicts that have built up since the original Spider-Man. There’s a genuine emotional journey here. Franco’s performance is delightfully strange—just watch that notorious diner scene again—but he also finds the turmoil of a man torn between his friends and his overbearing father, and brings Harry's arc to a fitting close.
And then there’s Mary Jane, who gets her own compellingly human-sized story. After her Broadway debut flops, Mary Jane glumly writes off her dreams and takes a job as a singing waitress at a jazz club. (After reading one barbed newspaper review, she comments that the critic’s voice sounds just like her father’s—another callback, building on the emotional power the Spider-Man franchise had accrued, to the abuse she endured as a high schooler in the first Spider-Man.) Along the way, there’s a scene that highlights Raimi’s masterful ability to juggle tones—a dinner, at which Peter plans to propose to Mary Jane, that juggles the emotional reality of the relationship with some laugh-out-loud farce via Bruce Campbell’s cartoonish maitre d’:
And when Peter fails to prioritize (or even notice) her struggles, Mary Jane briefly falls in with Harry, who offers the warmth and support she needs. This is the rare superhero movie that’s genuinely interested in exploring what it might be like to be in love with a superhero—but Mary Jane is also an independent character, with her own dreams and her own narrative arc. It’s a real relationship story in the midst of a big, bombastic blockbuster, and it features franchise-best work from both Tobey Maguire—invariably most interesting when he’s out of the suit—and Kirsten Dunst. Every other superhero franchise could learn something from it.
And that’s why my biggest knock against Spider-Man 3 is that it ultimately lets Mary Jane down. When Mary Jane dumps Peter, it’s only because she’s being blackmailed by Harry—but just like the Venom suit, Spider-Man 3 is building up needless complications around the natural evolution of the story. There’s a very good case to be made that Mary Jane shouldn’t be with Peter anymore, on her own terms.
The skeleton of the story is all there—the conflict between Peter, Mary Jane, and Harry is so plausible and natural that it’s frustrating to watch the movie get diverted from it. Watching Spider-Man 3 again, it's striking how unfinished this story still feels. In an unconvincing epilogue, Peter shows up at the bar while Mary Jane is working, and the two wordlessly reconcile. Roll credits.
Though no one intended it at the time, that’s the end of Raimi’s Spider-Man; the character was rebooted a few years later with a new origin story in The Amazing Spider-Man, and then re-rebooted into the Marvel Cinematic Universe in Captain America: Civil War, with his own standalone movie slated for July.
Ten years later, I still wish this weren’t the final word on Raimi’s Spider-Man, which deserved a more graceful and definitive conclusion than it got. In a perfect world, I’d still love to see Sony get Raimi, Maguire, Dunst, and the rest of the band get back together for a belated Spider-Man 4. The superhero genre has changed a lot over the past decade, and one last one-off for Hollywood’s very first Spider-Man could—like The Dark Knight Rises or Logan—offer audiences the sense of resolution that this particular take on Spider-Man deserves.
Instead, we’re getting another Venom movie.