The first two Sam Raimi-directed Spider-Man films are still considered classic superhero films that helped put Marvel Entertainment on the Hollywood map of superhero films.

Then there is Spider-Man 3.

Honestly, the film is not all bad, though it does a lot to earn its infamous reputation, but it is hardly the trainwreck many critics make it out to be. It certainly is not the worse Spider-Man film…that dubious dishonor goes to The Amazing Spider-Man 2. What is frustrating for fans is that Spider-Man 3 has so many elements that would have made a great Spider-Man film, but it is so cluttered thanks to studio interference. Let’s take a look at it’s messy plotline to see for ourselves. Spoilers are ahead.

Spider-Man 3 begins with Peter Parker (Tobey Maguire) reveling in his dual role as the masked superhero Spider-Man. He is on top of his game as New York City, his home base, showers him with praise and cheers. Meanwhile, his girlfriend Mary Jane Watson (Kirsten Dunst), once a rising star of an actress and model, is suffering a career slump. She gets fired from a starring role in a Broadway musical and is eventually forced to work as a singing waitress in a jazz club. Peter thinks little of Mary Jane’s plight and tells her everything will be fine. On one such occasion, the couple are out stargazing in a park and a meteor crashes nearby without either noticing it. From the meteorite, an extra-terrestrial shapeless mass emerges and hitches a ride onto Peter’s moped when Peter and Mary Jane leave the park. Later, the alien life form stays hidden in Peter’s apartment waiting for the right moment.

After Peter decides to propose to Mary Jane, he is attacked by his former best friend Harry Osborn (James Franco). In the previous films, their friendship drifted apart because Harry blamed Spider-Man for the death of his father, the original Green Goblin. After discovering his father’s weapons at the end of Spider-Man 2, Harry modified the weapons and assumed a new identity as the New Goblin. During the fight, Peter, who never changed into his Spider-Man suit, defeats Harry and then takes him to a hospital to be treated for his injuries. During his recovery, Harry has short-term memory loss, but soon regains them and with his hatred of Peter renewed, Harry begins plotting revenge against his former friend.

While this went on, a common thief called Flint Marko (Thomas Haden Church) escaped from jail and tried to evade the police by hiding at a sandy testing site for a particle accelerator. The device is activated with Marko inside it and the criminal’s body is altered as it is fused with the surrounding sand. Marko is only motivated to use his powers as the Sandman to steal money to help pay for his young daughter’s medical bills. This activity soon puts him at odds with Spider-Man.

The superhero by now is suffering several setbacks in his life. He faces new competition in his profession as a freelance photographer for The Daily Bugle newspaper from photographer Eddie Brock (Topher Grace) and his superior photos of Spider-Man. Peter also learns that Marko was actually responsible for the death of his Uncle Ben in the first Spider-Man film and becomes obsessed with finding him. At the same time, tensions grow between him and Mary Jane who feels Peter is not supportive enough. She eventually leaves him after concluding Peter is flirting with a fellow college student, Gwen Stacy (Bryce Dallas Howard). But what Peter does not know is that Harry Osborn forced Mary Jane to break up with him as part of his schemes of vengeance.

Making matters worse is that the alien mass bonds to Peter while he is sleeping in his apartment and forms a black version of his Spider-Man suit, It’s revealed that the alien organism is actually a symbiote that enhances Spider-Man’s strength and…his aggression. Peter quickly adopts a new cocky and hostile attitude that alienates him from everyone as his enemies close in on him.

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