Following a film with as much positive buzz as 2004’s Spider-Man 2 would be the envy of no one, but co-writer/director Sam Raimi was tasked with exactly that in Spider-Man 3, the unintentional finale of a trilogy that was originally meant to be much more. In the years since its release, the “threequel” (a pejorative portmanteau popularized by this very movie’s existence) has seen its reputation suffer in stages, from the rageful humors of devoted fans of the character upon its release in May 2007 to sardonic indifference in the wake of two studios’ attempts to wipe it from our memory (a pair of unsuccessful reboots in the early 2010s and, of course, a high-profile addition to a certain cinematic universe in the late 2010s). Few deviate from the perspective of finding the film to be a letdown in every department.

The points of contention show up in two places here. First, the tonal mixture is quite different from the one exhibited by the first sequel to 2002’s Spider-Man. Second, the number of conflicts faced by Peter Parker and his alter ego Spider-Man are doubled from the combined number of conflicts in the two previous movies. This was all considered to be too much for the movie, written by Raimi, his brother Ivan Raimi and Alvin Sargent (indeed, it was even featured on this website’s list of the worst superhero films since the beginning of the century, as of 2015). This, too, is why repeated viewings reveal the film to be, not only a very good superhero movie, but a high watermark for the genre.

In his first film, Peter (Tobey Maguire) discovered his powers following a radioactive spider’s bite and defeated his first big foe. The second film saw a rift between Peter and his abilities, just as another foe raised his head. In this second sequel, the stakes are enormous – for his romance with Mary Jane Watson (Kirsten Dunst), for his friendship with a vengeful Harry Osborn (James Franco), for his reputation as New York City’s friendly, neighborhood Spider-Man. In a crucial decision, the screenwriters have considered all three of these situations equally and with an equitable amount of nuance. The previous films, as good as they both were (this really is one of the more consistent superhero series, with each installment building on the last), tended to prioritize the guy in the suit.

Conflict is weaved into every facet of Peter’s existence here, and there are a lot of them – four, to be technical about the number of villainous presences, but many more than that for Peter himself. The intangible ones matter as much as the literal nemeses. Peter is secure in the love he feels for MJ, whose acting career hits a stall with a Broadway production that gets mediocre reviews and who comes to resent Spider-Man’s fame while she slips slowly into the obscurity of a singing waitress. There is also Harry, who is firm in his belief that Peter, as Spider-Man, killed his father Norman (Willem Dafoe), who was the Green Goblin, at the end of the first movie.

These things are fundamental struggles with which the movie is grappling in almost too many ways to count, paving the way for the more tangible conflicts. Spider-Man’s heroism attracts the attention of Gwen Stacy (Bryce Dallas Howard), the daughter of the police captain (James Cromwell) and Peter’s lab partner at university, and Eddie Brock (Topher Grace), the new photographer of Spider-Man for Daily Bugle editor-in-chief J. Jonah Jameson (J.K. Simmons, as superbly hilarious as always) and Gwen’s obsessive stalker who thinks she’s his girlfriend. Peter’s insistence to Harry that his father’s death was accidentally self-inflicted – the byproduct of an attempt on Peter’s own life – falls on deaf ears, then goes forgotten following a truly intense fight between the two (with Harry in his dad’s old Green Goblin garb) that leaves Harry with amnesia.

This is already a lot of plot, handled with genuine care by the Raimis and Sargent, who then pile even more onto all of it. Peter and his aunt May (Rosemary Harris) discover that the murder of Peter’s uncle Ben (Cliff Robertson) was committed, not by the man whom Peter already semi-murdered in response, but by Flint Marko (Thomas Haden Church, surprisingly heartbreaking by the end), a two-bit thief who escapes prison and whose genetic makeup immediately becomes intertwined with sand used in a strange covert experiment at a nearby laboratory. On top of that, Harry’s memory inevitably returns, as does his plan to ruin Peter’s life. Meanwhile, a black, oily symbiote falls to Earth inside a meteorite and attaches itself to Peter’s motorcycle.

From here, Raimi’s game is to subvert every expectation we might have of how this story plays out. Marko’s criminal lifestyle is hiding sincere intentions, meaning that Ben’s murder was not what it seemed. Harry learns the hard way the truth regarding his father’s plans and Peter’s involvement in his death. The symbiote’s effect, apart from giving Peter an onyx-colored variation on his Spider-Man suit, turns its host into a pouty, self-absorbed, pettily violent douchebag. That last part was the film’s most controversial stretch, in which Peter dances a sinister jig in a jazz bar and wolf-whistles women on the sidewalk, but of course, the symbiote turns the now-vulnerable hero into a version of himself that is distinctly not himself, nullifying many of those complaints (Maguire’s performance turns, too, from a sincere Peter to a worrisome one, while Grace’s superbly smarmy act is simply amplified when, later, Eddie takes up the mantle of symbiotic host).

Somehow, the action sequences have gone unmentioned, but though they are rousing, cliffhanger-style stunners (the climax, in which every thread comes together in sound and fury signifying everything that has come to mean something, is truly insane), they matter less than matters of the heart in Spider-Man 3. Those are what make this unfairly maligned “threequel” so special.

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