15 years ago, Sam Raimi became the first person to direct a complete trilogy of comic book movies. Despite the ever-increasing dominance of franchise films at the box office, nobody has made three consecutive movies in a series with as much integrity, enthusiasm, or overall success since then. The first entry in his Spider-trio set the modern superhero template, and the second film perfected it. The general consensus around the third and final film, aptly titled Spider-Man 3, is that it’s a vastly inferior disappointment, stuffed with too many characters and inexplicable musical numbers to hold a candle to its predecessors. It’s true that the 2007 threequel is probably the weakest in the trilogy, but Raimi’s unparalleled voice and the film’s bizarre idiosyncrasies ensure that it’s one of the most unique, entertaining films of its kind.
The film begins in uncharted waters for Tobey Maguire’s Peter Parker: for the first time, Spider-Man is popular. The previous two movies hinge on Peter being the unluckiest guy in the world, often framing his power as a curse that he’d be happier without, so seeing him on the up-and-up is a significant milestone. He’s finally dating girl-next-door-turned-Broadway-star Mary Jane Watson (Kirsten Dunst), he’s the top of his class at Columbia, and public opinion has finally recognized Spider-Man as a reliable hero. In a celebratory scene, he receives a key to the city surrounded by kids in red-and-blue costumes and balloons shaped like his head. The crowd begs him to kiss Gwen Stacy (Bryce Dallas Howard) onstage, essentially forcing him to recreate the most iconic image from the original 2002 film. Since that rainy alleyway kiss was totally obscured from public view in the first movie, the crowd here would have no knowledge that it ever happened––perhaps Raimi and co. are subtly expressing their discomfort with the public pressure to replay the hits and recapture the magic of that first movie now that Spidey is a cultural behemoth and not a scrappy underdog.
Maguire is far from a naturalistic actor––he deals in stiff line readings and occasional bursts of expressive intensity, much like fellow turn-of-the-century franchise leads Hayden Christensen (Star Wars) and Paul Walker (Fast and Furious). But he nails the fundamental dorkiness of the character, showing more animated enthusiasm for explaining soundwave diffusion than for being a superhero. Maguire always seems lost in his own interior world. Even on his best days, it’s as if Peter has to practice each sentence three times in his head before saying the words out loud. In this film, he’s a hopelessly awkward romantic, mouthing all the words to MJ’s musical and painstakingly plotting an old-fashioned proposal. While the first two Spider-Men were concerned with building up to Peter and Mary Jane’s relationship, the third boldly endeavors to test it.
Relationship issue number one: Peter’s misfortune hasn’t completely dissipated, it just transferred to his girlfriend. Mary Jane endures a string of awful luck that rivals Peter’s in the first two movies, and, for the first time in the series, provides Dunst with quality material to make MJ a fully-rounded character instead of a prize for Peter to win. After being humiliated and fired from her show, MJ tries to maintain her dignity by pretending to be happy for Peter’s big celebration, forcedly smiling through the secret that she’s just experienced the most heartbreaking setback of her career. Raimi holds on Dunst’s face longer than her scene partners to focus on her subtle reactions as much as her actions, allowing us to watch her navigate tricky conversations without fully revealing her true pain.
The movie’s first and best action sequence also has relational stakes. After treating Peter and the audience to a warm helping of sage romantic advice, Aunt May (Rosemary Harris) gives her engagement ring to her nephew so he can finally propose. On the drive home, Peter is rudely interrupted by his ex-best-friend Harry Osborne (James Franco), who’s riding a flying snowboard and is super pissed that Spider-Man killed his dad (he didn’t). Peter and Harry duke it out hundreds of feet above Manhattan’s streets, all while our hero tries to keep track of the ring that keeps falling out of his pocket as he gets body slammed in the air. Airborne fights like this one capitalize on Spider-Man’s unique position in the superhero pantheon as a guy who can take to the skies but cannot fly––he has the superhuman ability to reach extraordinary heights, but the vulnerability to fall like anyone else without a safety net, which makes each leap seem more human, more risky, and more heroic. Raimi’s ever-roaming camera swoops hundreds of feet in the air as the characters rise, fall, and throw each other through buildings, sometimes gliding between three or four distinct vantage points without cutting or confusing the spatial geography of the scene. It’s an elaborately choreographed and fluidly captured spectacle, but all the while, you’re rooting for Peter to hold onto that ring and make it home.
Peter brutally clotheslines Harry in an alley and causes him to hit his head three or four times, giving him convenient amnesia. In a charmingly silly development worthy of a soap opera, Harry becomes a really nice guy, vacating the film’s villain position so two more can take the spotlight: Thomas Hayden Church’s Flint Marko, a.k.a. Sandman, and a gooey alien symbiote that bonds with Peter. Both of these antagonists unlock Spidey’s dark side. When he finds out that Marko killed Uncle Ben, Peter sinks into a state of unprecedented vengeful anger, and the symbiote enhances his rage. Marko’s invulnerability makes him the perfect recipient of Peter’s heightened violent fury––since he’s literally made of sand, he can take aggressive hits that’d kill any other villain. His unique power set (once again, he’s made of living sand) also allows for Raimi’s delightfully cartoonish visual instincts to take hold––Spidey can punch a hole in his chest and disintegrate his legs with a kick without causing long-term damage.
Raimi supposedly disliked including the Venom symbiote, but it’s hard to imagine the movie without it, especially since the character’s visual aesthetic is a great match for the director’s horror sensibilities. Before bonding with Peter, the symbiote frantically scurries around the ground in first-person shots like Ash’s disembodied hand in Evil Dead II, and when it briefly takes on a hostless form in the climax, it twitches and morphs like the stop-motion villains of Raimi’s early work. The symbiote warps Peter into a meaner version of himself––one who tries to murder Sandman, demands cookies from his neighbor, and struts down the street snapping his fingers to impress the ladies. Peter’s badboy montage is relentlessly mocked, but Raimi and Maguire succeed in this sequence because Peter’s supposed to look stupid: he’s an angry nerd trying and failing to look cool. Later, in a sequence that’s remarkably similar to Ron Burgundy’s flute performance in Anchorman, he tears up a jazz club in a piano-and-dance number that ends with Peter inadvertently punching MJ in the face. Raimi goes stylistically berserk with wild zooms, dazzling lighting, and swooping cameras to create a sequence that is truly bananas. But you know what else is bananas? Comic books. Superhero movies would be much better off if they allowed themselves to take more ridiculous swings like this.
Peter takes accidental spousal abuse as a wakeup call and ditches the symbiote in a church, where it bonds with rival photographer Eddie Brock (Topher Grace). Brock’s presence in the film is incredibly irritating, but he functions as a fascinating mirror for Peter––he’s also a wiry little nerd, but he didn’t have an aunt and uncle that imbued with selfless principles and shaped him into a hero. Like the more formless antagonists of Raimi’s horror work, Venom becomes a manifestation of pure evil with no human motivation (at one point, he proclaims “I like being bad. It makes me happy” with no further explanation).
Brock’s relentless wickedness precludes him from redemption, as he dies lusting after power even after seeing its consequences. But all of the movie’s other relational arcs end on a note of forgiveness. Marko explains his accidental hand in Uncle Ben’s death, and Peter tearfully forgives him in a whisper, allowing him to disappear into the wind. Harry sacrifices himself to save his lifelong friends, and his dying words redeem their relationships. And the central romance ends on a tender minor key––after breaking up in the second act, Peter and MJ reunite at a club. They join hands and hug, but don’t kiss, signifying an acknowledgment of all they’ve shared rather than a new romantic beginning. After three films of hardship and chaos, they’ve finally found some sense of peace––though that peace doesn’t automatically mean they’ll share a happy future. This is what ultimately sets Spider-Man 3 apart from most other blockbusters: unlike its predecessors, it’s not a film about love, power, or responsibility, but one about reconciliation. It hinges on its characters making emotional mistakes and dealing with the fallout of their actions, eventually settling on a ceasefire when combat fails to fix their problems. In a genre that’s squarely aimed at moral tales for kids, it’s a surprisingly mature thematic fixation for a comic book movie––the kind of big-hearted thoughtfulness that contemporary blockbusters should strive to emulate.