In the third installment of his summer-blockbuster franchise, movie-star Spiderman finally finds a film that's as whiny as he is. There's something about the way director Sam Raimi's movies have Spidey tied up in existential knots all of the time that sucks the smart-aleck charm clean out of the original character. On paper, the once-bitten Peter Parker struggled with his mutation, but still evolved into a more interesting crime-fighting, web-slinging quote machine. Vapid and vanilla Tobey Maguire has never been able to successfully swing the pendulum over from bland boy photographer to brash city savior quite the way the character calls for. His wide-eyed wallowing ' and Raimi's insistent focus on it ' watered down the first two films in the series; it positively drowns Spiderman 3.

It's not that inner conflict isn't interesting in a superhero; all the best ones come down with a pretty raging case in pretty record time, as their ordinary and extraordinary sides collide and collude. Somehow, though, all the juicy drama of the psychic divide tends to drain away in the frustrating translation from page to popcorn flick. Instead of the spiritual studies they should rightfully be, comic-book films too often become struggles between action sequences and emotional development, the form of the commercial art versus the content of the character. Action triumphs entirely too much of the time. And even when action doesn't completely dominate, the results are far too often an up-the-middle muddle. The movies end up strange hybrids, almost as caught between worlds as their superhero subjects feel.

Only big-screen Batman has found his way out of boring angst to the kind of bare-knuckled, bare-souled brawls that managed to simultaneously satisfy the insatiable box-office gods and the intelligent movie audience. But it's worth noting that it took several abominable incarnations and one ginormous leap of visionary directorial faith to get Gotham's champion to his current unconventional status as the master of his own movies. Batman Begins was an auspicious series start, the closest that the comic book vibe of equal parts character and action has ever come to true adaptation.

Maybe that's what director Sam Raimi thought he could do for Spiderman: make the spider meet the man to see what could happen. But it hasn't been working, at least not consistently. Even when the storyline has been solid for specific, all-too-short stretches, the Raimi films have suffered from bad dialogue, worse acting and an at-times crazy-quilt visual style.

In Spiderman 3, Peter Parker and his arachnid alter ego must once again try to come to grips with the responsibility part of all that power. He struggles to hang on to Mary Jane (Dunst) and flirts with Gwen Stacy (Bryce Dallas Howard), while taking on former best friend and new Goblin Harry (James Franco), Sandman (Thomas Haden Church) and Venom (which first creates Parker's own dark side, then later latches on to rival photographer Topher Grace). The story gets complicated ' how could it not with so many characters running around bumping into each other ' but never truly engaging.

The special effects are all that matter about Spiderman 3. The action sequences between Spiderman and the new Goblin still suffer, looking as fake as they ever have. Once again, Raimi can't keep an even palette; the frayed edges of their scenes together scream out their green screen origins. Sandman and Venom, on the other hand, simply could not be better imagined. Sandman effortlessly disintegrates and comes back together, his whirlwind transformation stunning each time. The black alien goo Venom latches onto the aggression it finds in people with a thousand tiny hands of suffocating ink.

It's more interesting to dispassionately watch how Venom works its sticky way inside Parker's soul visually, than it is to endure the ridiculous response Maguire and Raimi fashion for him. The scenes of a Parker possessed by Venom slide into excruciating near-slapstick at times, as he John Travoltas his way down the sidewalks of Manhattan and ' in one total embarrassment of a scene ' makes a case for his future appearance on (and elimination from) Dancing With the Stars.

Sometime after that (way too long after that because this movie just will not end), Spiderman 3 inexplicably becomes a buddy-cop movie and Sandman and Spidey's ultimate head-to-head devolves into a mutual therapy session. Kiddies, I suppose, will learn a lesson from all the crying and hand-wringing about friendship and betrayal and hard choices to be made. Everyone over the age of about 10 will have to fight the good-moral gag reflex.

There's a whole chunk of the film when it looks like Spiderman may finally have met his matches: Sandman and Venom tag-team him, and there's much melodrama on the street below. Could this be the end of the Spiderman? It seems wrong to hope so, and yet that is the web that Raimi has wrought.

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