Jacob Farley heads down the Spideyhole for Spider-Man 3, which is even more of a boring, retconning mess than he remembers. But at least there’s a dance sequence and the goodness of James Franco.


Welcome to the next in my apparently ongoing series of reviews of the disappointing third entries in early superhero franchises! Last time, we “enjoyed” Brett Ratner’s 2006 belly-flop X3, and today we’ll be running face-first into Sam Rami’s final entry in his much-loved Spider-Man trilogy. Before we get into this one, it’s worth recalling that these movies were massive, unbelievably huge smash hits. The first Spider-Man movie wound up breaking the first Harry Potter movie’s box office record, and even the terrible third one that everybody hated (which is to say: this one) made more than 800 million dollars at the box office. Spider-Man movies basically print money, which I suppose is why they keep making them CONTROVERSIAL OPINION ALERT even though they’re never actually very good. I have feelings.

Now, as you may know, Spider-Man 3 has been widely mocked for a number of reasons, chief among them the “dancing,” and the “James Franco,” and I’m here to say—the dancing and the James Franco are unquestionably the best parts of this movie, which I understood even after the first time I saw it in theaters. In fact, I’ve been a defender of Spider-Man 3 for years since based on the dance scene being better than anyone is willing to admit. Friends, I was wrong—not about the dance scene (it’s great), but about everything else in the movie. It’s a whole bunch of undercooked nonsense, like biting into a cupcake that’s only baked for five minutes; it’s messy and bad. Really, even the dancing and the James Franco parts are undercooked, but at least they’re entertainingly so. Everything else about the movie is just too, too much. Please, allow me to elaborate.

The movie opens with Peter Parker (Tobey Maguire, who displays a curious kind of anti-charisma in the Spider-Man role; too whiny and milquetoast to sympathize with as Peter, and not a good enough physical actor to engage the audience when in the costume) attending his girlfriend Mary Jane’s (Kirsten Dunst) Broadway debut. In an amusing twist on the traditional comic book portrayal of Mary Jane, she’s terrible and gets awful reviews and is immediately fired. Peter’s too self-absorbed to notice any of that right now, though, because the city of New York is in the midst of a bad case of Spider-Man Fever. Spidey’s face is everywhere, on T-shirts and action figures (who is getting the royalties for all that merchandise, by the way?) and he’s going to be awarded the key to the city (an honor he shares with Sully the airplane pilot, the 2009 Yankees lineup, and noted racist and philanderer Charles Lindbergh).

Most of the movie’s dramatic action will be subsequently taken up by the extremely boring relationship problems that Peter Parker and Mary Jane are going through. Peter wants to propose, but Mary Jane wants to date someone who doesn’t randomly make out with Bryce Dallas Howard while being awarded the key to the city, which, by the way, I got a real problem with that scene and I’m gonna talk about it now.


So the day comes when Peter is getting the key to the city. (I guess they just made an announcement about it in the paper and hoped that Spider-Man would show up at the right time, since it’s not like anyone has his cell number.) Mary Jane is there, James Franco is there—all of Peter’s (two) friends! The key is being presented by Gwen Stacy (Bryce Dallas Howard) for no real reason. She’s the daughter of James Cromwell’s police captain, and Spider-Man saved her from falling out of a building the other day, and she’s pretty photogenic, so I guess that’s all it takes. Might have been nice for, I dunno, the mayor or something to show up, but Spider-Man can’t make Mary Jane jealous by kissing Michael Bloomberg. Or, I dunno, maybe he could. Anyway, Spider-Man shows up and hangs upside-down from a web next to Bryce Dallas Howard. The crowd, for absolutely no reason, begins demanding that they kiss. The two oblige the crowd’s lustful imperative and BDH pulls down Spidey’s mask for a little lip action. This mirrors the famous Mary Jane/Spider-Man kiss from the first movie and everyone goes nutso for it, but here’s the thing—nobody was around to see that kiss in the first movie. There’s no reason for the crowd to be excited about the famous Spidey kiss, because it’s not famous! It transparently only happens so that Mary Jane has a reason to be mad at Peter, for doing “their” kiss on another person. Now, granted, unsanctioned makeouts with other people are a perfectly legitimate reason to get mad at your romantic partner, but the set-up is…baffling. Why would the crowd bay for this kiss? Is that a tradition in key-to-the-city ceremonies? Who is this satisfying? Why is it happening? No time for questions, though, because it’s time to rush to a listless fight scene with the Sandman!

At this time, it must be noted that some other things have been happening in the movie, all of which are pretty much completely unrelated to the Mary Jane stuff—

1. A guy named Flint Marko (Thomas Haden Church, doing his best) has escaped from jail. While running from the cops, he falls into an uncontained particle/nuclear/SCIENCE! experiment of some sort, as you do. It gives him the superpower of being made of sand. He is subsequently dubbed by the media “Sandman.” He also has a little baby girl, which is why he does crimes. Pity him.

2. James Franco has been huffing his father’s super-gas in order to gain the power to kill his best friend Peter Parker. See, in the first movie, the bad guy was Willem Dafoe’s Green Goblin. He got his power by huffing a magic green gas, the recipe for which has been passed on to his son James Franco. Good news—the gas gives you super strength. Bad news—the gas makes you into a crazy psycho murderer. Anyway, he attacks Spider-Man (on a flying snowboard, no less) in revenge for killing his dad in the first movie, and Spidey knocks the absolute crap out of James Franco, who winds up with amnesia. That’s in the first, oh, 15 minutes or so. And, as we all know, an amnesia plotline is always the sign of a good story that isn’t nonsense at all.

3. At the beginning of the movie, Mary Jane and Peter are on a date when a meteor crashes nearby. I don’t think they really notice (too busy staring into each other’s slack, glassy faces, I suppose), but a sort of gooey black spider crawls out of the meteor and attaches itself to Peter’s impossibly dorky scooter. It hitches a ride to Peter’s apartment and spends a few days just, uh, hanging out there, I guess. Eventually it will attach itself to Peter’s Under Armor-brand Spider-Man outfit and give him…extra power? It’s not made clear in the movie why the goo is better than just his regular amazing spider-powers, but…it is. Deal with it. This is “the symbiote,” and it will, unfortunately, be the source of the character Venom. It’s kind of alive or whatever and it absorbs all Peter’s memories and can transfer them to others, though the movie itself never makes that quite clear.

4. Topher Grace is in this movie, guys! Good for him. He’s playing Eddie Brock, better known from the comics as Venom. Before he becomes Venom in this movie, he is an unscrupulous photographer who lusts after Bryce Dallas Howard and photoshops pictures of Spider-Man to make it look like Spidey is a bank robber. Peter gets him fired from the Daily Bugle (where Peter also works, kind of) over the faked photos, and Topher then goes to church to pray to God to kill Peter Parker. I’m not sure our soft New Testament God takes that kind of request, usually. However, given that Eddie Brock is then immediately given the symbiote (which now ALSO wants to kill Peter Parker because he rejected it), perhaps He is sanctioning this particular murder request. God helps those who help themselves, I hear.

All of this is going on at basically all the same time, which makes the movie feel completely disjointed. Nothing is leading into anything in a particularly organic way—it’s like watching someone move chess pieces around without actually playing the game.



Okay, where are we? So, after Flint Marko escapes and becomes the Sandman, Peter and his Aunt May are called down to Captain James Cromwell of the NYPD’s office for some bad news. For those who may not know, in the Spider-Man mythos, Peter’s Uncle Ben is murdered by a criminal that Spider-Man could have stopped, but he chose not to involve himself. This loss is the tragedy which drives Spider-Man to fight crime. But! James Cromwell has some great news! Turns out the guy that everyone thought killed Uncle Ben didn’t really do it! It was the Sandman! This has the double-bonus of being both a stupid retcon AND completely breaking Spider-Man’s motivation for fighting crime. Now it’s not that his uncle could have been saved if Spidey had just taken a little more responsibility—instead, it’s just the randomness of fate! And, as we’ll find out at the end, Uncle Ben’s death was an accident anyway—Marko never even meant to shoot him! Everything at the foundation of Spider-Man as a hero is revealed to be based on misunderstanding. Maybe he can get a job at a Home Depot instead.

Spider-Man gets way mad about this murderer running loose and goes out and dissolves Sandman in a bunch of water, you know, for vengeance. After Peter obliquely brags about this little stunt, Aunt May tells Peter that murder is wrong, and Peter kind of feels bad for a second but not really. It turns out he didn’t even kill Sandman anyway, so this whole little diversion is pretty pointless.

Anyway, the symbiote has now infected Peter, and he has a cool black costume along with vaguely enhanced powers. It really does seem like he just has the same powers as before, but he insists he feels great, so we’ll just go with it.

Now we’re getting to the (small) part of the movie I actually like—Peter has been infected by the symbiote, and one symptom of this is that it turns him into kind of an asshole. Mary Jane has dumped him by this point and he decides to humiliate her by staging an elaborate jazz dance number with Gwen Stacy at the jazz bar where Mary Jane is working as a combination singer/wait-staff. Before this, though, he walks around the city and makes how you doin’ faces at all the women he passes, who are clearly horrified. Then he buys a black suit (used, of course—Peter is dirt poor) and does a hilarious little dance while onlookers shake their heads in proxy embarrassment. This is the scene that people really hated when the movie came out, and I just can’t fathom why. It’s fun and goofy in a way that the rest of the movie absolutely isn’t, torn as it is between the limp MJ/Peter romance and a bunch of villains running around with no motivation.

Anyway, in the one truly shocking scene in the movie, Peter takes Gwen Stacy on this date and ultimately winds up punching Mary Jane in the face when it all goes south on him. They get back together by the end, though, even though Peter doesn’t really pay attention to Mary Jane’s life, only ever talks about how great Spider-Man is, makes out with other women in front of Mary Jane, and also punches Mary Jane in the face. Our hero, everyone!


Meanwhile, James Franco has recovered his memory with the glowering assistance of a truly hilarious oil portrait of Willem Dafoe. James Franco resumes his assault on Peter Parker’s life by strangling Mary Jane until she agrees to dump Peter. (Poor MJ really has a tough time in this movie.) Peter spends a lot of time moping about this. Eventually the now-enVenomed Eddie Brock tracks down Sandman and proposes that they work together and kill Spider-Man with the power…of friendship. Who knows how Venom knew Sandman had some kind of grudge against Spider-Man, or how he knew where Sandman was—he just comes across Sandman wandering down some alley, doing nothing much in particular. Sandman agrees and together they kidnap Mary Jane and set up an elaborate hostage-rescue scenario in a half-finished construction project.

Peter, somehow sensing that he cannot handle two threats on his own, goes to James Franco (whose face he had earlier blown up, by the way, so James Franco kinda looks like Two-Face now—symbolism!), but Jimmy Franks refuses to help. Except he’ll change his mind in like five minutes and come help anyway, so why was this scene even in the movie? Oh, the reason he changes his mind is that their loyal Franco family butler (who has the most bizarre American accent I’ve ever heard in my entire life—please look these scenes up on YouTube right now, because he sounds like if Truman Capote picked the wrong grail and aged into skeletonhood) tells him that, oh by the way, your dad was a real nutcase murderer. Didn’t really think to mention it till now, but maybe don’t, like, admire him or anything. James Franco takes this lesson to heart, hops on his flying snowboard, and goes to help his friend Spider-Man fight a giant pile of sand and a glob of alien goo.

It’s pretty much all over now but the crying—James Franco dies needlessly while saving Spider-Man, Sandman maybe dies or maybe just blows away in the wind to reform somewhere where there’s fewer cops around, and Venom explodes. Mary Jane is saved and she’s able to go back to her true love Peter (who punched her right in the face like one day ago). We’re all happy. Well, I’m not. Someone must be, somewhere, and that’s the only comfort I can take from this trainwreck.


– My feelings between first seeing this ten years ago and seeing it again now are pretty much the same, but magnified. We’ve seen so many good examples of how superhero movies can be fun and well-told in the subsequent years that it was painful to spend so much time on a turgid, bloodless romance plotline.

– Venom uses the webbing which he’s able to shoot for no reason to write a message to Spider-Man, in which he properly hyphenates Spidey’s name.

– Sandman is beyond worthless in this movie—he breaks Spider-Man’s motivations as a hero, and we’re supposed to feel bad for him because he didn’t really mean to shoot a defenseless old man. He just wants to see his kid again! But he’s a violent murderer, so he can’t. That’s sad, I guess. He then immediately gives up the fight against Spider-Man for…no discernable reason. One second he’s fighting, the next he’s like, “Yo I’m sorry I didn’t want any of this, PEACE, SANDMAN OUT!”

– Venom is also beyond worthless. Sam Rami famously hated Venom and didn’t want him in the movie, and it absolutely shows. Topher Grace is the saving, ahem, grace of the character—it’s fun to watch him be such a self-pitying jerk. And, for real, he literally begs God to take Peter Parker’s life. It’s great.

– Also, Topher Grace has, like, monster teeth even when the suit isn’t covering his face. It’s really gross and it begs the question why Peter didn’t have gross monster teeth when he was wearing the symbiote all the time. Maybe Eddie lost his dental plan after getting fired from the newspaper.

– James Franco really is so good as James Franco in this movie. I’m a total Francohead. Please insert a video clip of him eating a piece of pie and going “so good” here. That’s how good he is—so good.