Spider-Man 3

Born in the turbulent 1960s, Spider-Man has become a 21st-century phenomenon. The first theatrical movie version broke all opening-weekend box-office records in 2002. The 2004 sequel did almost as well commercially, while earning stronger reviews.

"Spider-Man 3," which according to some reports is the most expensive movie ever made, has its problems — most of them to do with trying to draw together too many story lines — but it's expected to have a huge worldwide success as well.

Stan Lee's durable Marvel Comic character has also had an impact off the screen. Julie Taymor is now planning to direct a Broadway musical version of "Spidey," with songs by U2's Bono. In Alan Rickman and Katharine Viner's play about a young, doomed Palestinian sympathizer, "My Name Is Rachel Corrie," Corrie's diaries mention not Superman or Batman but Spider-Man as a favorite fantasy figure.

He may be for all ages, but he's clearly a young person's superhero. Despite the semisuccessful "Superman Returns" and "Batman Begins," there's just something so middle-aged about comic-book heroes created during the Depression. Spidey (aka Peter Parker), especially as played by Tobey Maguire in these three movies, is a complicated boy-man, refreshingly ambivalent about his powers.

He also brings speedy justice. Whereas Superman rarely appears to be moving "faster than a speeding bullet," Spider-Man can turn himself into a human slingshot. With his webs crossing canyons of skyscrapers, he does seem to move in a flash. His dizzying flights, recorded by a swooping "Spydercam," carry the audience into his adventures in a way that the gravity-defying voyages of other superheroes simply don't.

The third "Spider-Man" movie retains the actors and much of the creative team that turned the first two entries into must-see events. Sam Raimi is back as director, although he and his brother Ivan for the first time share credit as screenwriters. Alvin Sargent, who wrote the second and most coherent film, also gets script credit.

The central drawback in "3" is the amount of baggage left over from the earlier films — especially the animosity surrounding the deaths of Peter's genial uncle (Cliff Robertson) and the maniacal father (Willem Dafoe) of Peter's best friend, Harry Osborn (James Franco). Flashbacks and ghostly incarnations attempt to fill in the blanks, but if you haven't seen the previous films, you'll never guess why so much screen time is spent on long-deceased characters.

More intriguing are the new villains: Eddie Brock (Topher Grace), an unscrupulous hotshot photographer who tries to replace Peter at the Daily Bugle, and Flint Marko (Thomas Haden Church), an obsessed fugitive who steals to help his ailing daughter. Both characters are rather spectacularly transformed into monsters.

Eddie's personality is taken over by slithering black aliens who wrap themselves around him and bring out his hateful side. Flint, who unwittingly takes part in a disastrous scientific experiment, emerges as the powerful Sandman, who has the rigid gait of the monsters in German expressionistic films such as "The Golem." Both actors almost literally chew the scenery, and they arrive just in time to pick up the pace.

Also new and lively is Bryce Dallas Howard as Gwen Stacy, an endearing dumb blonde who is saved by Spider-Man and promptly becomes a romantic rival for Mary Jane Watson (Kirsten Dunst), Peter's off-and-on girlfriend.

In the previous movie, Mary Jane almost married someone else. This time, after Peter violates their most precious romantic memory by performing his upside-down kiss on Gwen, Mary Jane is on the rebound again.

In the first scenes, their romance appears to be running smoothly. Gone are the career problems they struggled with last time (he's a crimefighter, she's an actress, and he has trouble showing up at curtain time). Indeed, Dunst and Maguire come across as almost too goofy and giddy, as Mary Jane turns up headlining in a Broadway musical and Peter talks about becoming her No. 1 fan ("I'm in love with the girl of my dreams"), rooted to his front-row seat.

But then the bad reviews come in, Mary Jane is replaced in the show, and Peter, who is once more consumed with his job and the perils of fame, doesn't listen well to her complaints. So it goes for much of the rest of the film.

Maguire has compared the ending of the second "Spider-Man" to the finale of "The Graduate," with its runaway bride and her rescuer jumping on a bus and appearing suddenly ambivalent about their prospects together. The final scene in "3," with Mary Jane belting out a pessimistic torch song, has a similar quality.

If "Spider-Man 2" is a movie about growing up and accepting compromise, "3" deals directly with recognizing the dark side in everyone. Even Spidey succumbs to the aliens, replacing his red suit with a black one and turning aggressive with his dance moves in a nightclub. Maguire's gentle dorkiness disappears, and the actor seems to relish the opportunity to turn himself into a raging creature neither Gwen nor Mary Jane recognize.

Occasionally the darkness gets to be too much, especially when Spider-Man rescues Gwen from a Manhattan skyscraper that's being gouged and gutted by a swinging crane. As desks slip and slide, sheets of glass plunge to the sidewalks below, and office workers scramble to avoid falling to their deaths, it's impossible not to think of the terrorist attacks of Sept. 11.

Fortunately, Raimi is a director who can't stay dark for long. He has a great deal of fun with Peter's pill-popping boss, played by J.K. Simmons, and a snooty maitre d', played by Bruce Campbell, who survived Raimi's "Evil Dead" movies to specialize in these roles. (In the previous "Spider-Man," he was an equally obnoxious ticket-taker who prevented Peter from attending Mary Jane's play.)

"Spider-Man 3" is not free of sequelitis, that unfortunate disease that afflicts most follow-up films and makes them seem unnecessary. But it has its charms and surprises, including a finale that really does seem to wrap up everything and leave few opportunities for a fourth installment.

See also:

Meet the new 'Spider-Man 3' villains

5Top: Replacements for Maguire in 'Spidey 4'

Maguire: Ready for 'Spider-Man 4'

Sequel city: The best and worst at the multiplex

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