Sam Raimi’s Spider-Man 3 may have been the biggest cinematic disappointment of my life. I have seen many worse films, but never one for which I had such high expectations. If you have read my articles on the previous Sam Raimi-directed, Tobey Maguire-starring Spider-Man films, you may know that Spider-Man (2002) hit me at the perfect formative moment, and Spider-Man 2 (2004) immediately became one of my favourite films. So 2007’s Spider-Man 3 had the potential to be something very special to me. Columbia Pictures had done everything to repeat the success of Spider-Man 2, including signing a seven-figure deal with that film’s screenwriter, Alvin Sargent, and greenlighting a reported budget of $258 million, making it the most expensive film of all time at that point. It was also well-publicized that the principal actors in the franchise, Maguire, Kirsten Dunst and James Franco, had signed three-film deals before the first film, which potentially made this the last Spider-Man film with that core cast. In the spring of 2007 I, like a legion of fans, was entirely focused on this movie.
Sadly, it’s a total mess. I have not watched Spider-Man 3 many times in the intervening years, but I strive to find the positives in the film when I do watch it. Upon viewing it for this article, I found myself not hating the first half. Sure it was overstuffed with characters and ideas, and traded the emotional honesty of the first two films for contrived, soap opera-level dramatics, but it mostly gets by on goodwill and charm. Then the film entered its baffling second half and I was, once again, left in a state of disgusted awe at how such excellent filmmakers went so wrong. Despite being a big hit at the box office, Spider-Man 3 halted and diminished the defining blockbuster franchise of its decade, seriously disappointing a huge fanbase, including myself.
As Spider-Man 3 opens, our eponymous hero is experiencing a high point in his career. The city has finally embraced him as a hero, and young Peter Parker starts to let it go to his head. Meanwhile, his girlfriend and soon-to-be fiancée, Mary Jane, opens her first lead role on Broadway. The one problem in Peter’s life is his best friend, Harry, the son of the first film’s villain, Green Goblin. Harry blames Peter for his father’s death. But the problem seems to work itself out when, after Harry attacks Peter with repurposed Goblin weaponry, he hits his head and forgets his vendetta against Peter.
Unfortunately, for reasons dictated more by plot necessity than emotional honesty, things between Peter and Mary Jane grow strained. She is unceremoniously fired from her show due to poor reviews and, since Peter seems too full of himself to talk to him, Mary Jane instead turns to Harry. Harry, meanwhile, regains his memories and conspires to emotionally attack Peter by manipulating Mary Jane. If this storyline was the main thrust of the film, Spider-Man 3 may have pulled off a satisfying culmination to the previous two films. Unfortunately, what I just described merely scratches the surface of all of the characters and plotlines competing for attention in the film.
Another plot involves Flint Marko, an escaped convict who accidentally turns into a powerful sand creature named Sandman. Controversially, it’s revealed that Marko was the true killer of Peter’s Uncle Ben. Since guilt over his uncle’s death has fueled his entire crime-fighting career, Peter takes the news hard and riles himself up for revenge. Mary Jane also grows threatened by Peter’s classmate, Gwen, with whom he has a flirty relationship. Gwen is the object of affection for Eddie Brock, a sleazy photographer with designs on Peter’s job at the Daily Bugle. Such is the, ahem, tangled web of relationships presented by the film as it bends over backwards to include as much drama and incidence as possible.
The symbiote (Sony Pictures)
Finally, this is all underscored by the inclusion of a black alien symbiotic organism. This symbiote is a hunk of sentient space goo that happens to land near Peter’s scooter and then attaches itself to him when he is at his angriest. It proceeds to accentuate Peter’s worst impulses: He ruins his relationship with Mary Jane, flirts with Gwen, ruins Eddie’s career, nearly kills Marko and Harry and, worst of all, becomes an incredibly lame jerk with an emo aesthetic. As things become truly serious, Peter painfully rips the symbiote from his body, allowing it to bond with Eddie, who is conveniently nearby, creating a new villain: Venom. Spider-Man 3 then climaxes with a dull special effects extravaganza, where Mary Jane is once again held hostage, and Peter must team up with Harry against a united Sandman and Venom.
The film doesn’t have enough room to satisfactorily pay off half of these plot/character threads. It wastes every new character it introduces while simultaneously making its pre-existing leads unlikeable. Indeed, Spider-Man 3 does a hackneyed job of tying things together, which puts it in sharp contrast to the previous two films, which feel so streamlined and elegant by comparison. Elements are tied together through an overabundance of coincidences and contrivances that inspired John August, screenwriter and co-host of the excellent Scriptnotes podcast, to analyze them as a caution to screenwriters in a 2007 blog post.
Director Sam Raimi, who receives a story and a screenwriting credit with his brother Ivan, originally envisioned a film that explored the nuances of heroes and villains, and forgiveness. He sought to push Peter to less-than-heroic places, likely through his quest for revenge, while making villains Harry and Sandman as sympathetic as possible. This was a fine goal, and the framework of this approach is visible in Spider-Man 3. Unfortunately, Raimi was also urged to include a third villain by the producers. In the commentary for Spider-Man 2, the filmmakers mention that they intended to include the villain Black Cat in that film, but eventually realized it would work much better if they focused on one villain, Doctor Octopus. This realization was apparently forgotten for Spider-Man 3, and Raimi made plans to include the Vulture. Producer Avi Arad insisted, however, that Raimi use Venom instead due to that character’s popularity among fans.
Topher Grace as Venom / Eddie Brock (Sony Pictures)
Venom is an interesting character in Spider-Man lore. Nearly all of the popular recurring Spider-Man villains originated in the first 50 issues or so of Amazing Spider-Man, all published in the ’60s. Although some later villains have been successful, Venom, introduced in Amazing Spider-Man #300 (May 1988), is undoubtedly the most successful post-’60s villain. Unfortunately, he’s also the quintessential example of late ’80s/early ’90s comic book excess. What was originally conceived as a bulkier version of Spider-Man with a toothy grin quickly evolved into the more “extreme” violent psychopathic killer with colourful drool and serpentine tongue, and then further evolved into a twisted anti-hero and uneasy Spider-Man ally. Raimi, whose films pull heavily from ’60s Spider-Man aesthetic, recognized Venom’s one-dimensionality and lack of humanity, but Arad overrode him. Venom was thus shoehorned into the film. With the character also came its alter-ego, Eddie Brock, and the alien symbiote, resulting in many of the narrative leaps and contrivances in Spider-Man 3. I don’t think it’s fair to say Venom ruined the film, although many have, but his presence certainly didn’t help an already flawed film.
It’s also interesting to note that, while doing press for the film, Raimi spun a tale of being won over by the character of Venom, coming to truly value its addition to the film. In 2014, on the Nerdist podcast, Raimi called the film “awful”. He took full responsibility for the failure, stating that films fail when the director doesn’t fully believe in the characters or material. He claims he lost focus on the core characters. Though he never explicitly references Venom in the discussion, his meaning is clear. That’s why you can never fully believe what filmmakers say during a press tour.
Thomas Haden Church as Sandman / Flint Marko (Sony Pictures)
One of the most disappointing aspects of Spider-Man 3 is that the first half shows a great deal of potential. The filmmakers stated that they wanted to avoid falling into a pattern of mad scientist villains, such as Green Goblin and Doctor Octopus, so they opted to change directions with Flint Marko/The Sandman. Marko is a regular man, put upon by the world. His daughter is terminally ill, so he turned to robbery to raise the money needed to treat her. We meet Marko after he has escaped from prison, and his motivations are clear: save his daughter’s life by any means necessary. With such a sympathetic backstory, Raimi hoped to achieve his goal of blurring the lines between hero and villain, and he nearly pulled it off. Thomas Haden Church gives Marko an appropriate soulfulness.
Also, Marko’s transformation in the Sandman, while a little over-dramatic, is quite touching. After falling into a demolecularizing science experiment, he becomes a sentient mass of sand. When he spots his locket with his daughter’s picture, the ability to pick it up becomes his motivation to form himself back into Marko. It’s a quiet, beautiful computer-generated scene. Sadly, Marko is later revealed to be Uncle Ben’s killer. This massive retcon to the mythology not only loses Sandman a lot of sympathy, but it also feels like a cheap ploy to give Peter emotional stakes with the character. Peter soon attacks and nearly kills Sandman, and the villain disappears until the climax. Such a strong, sympathetic character being sidelined to make room for the rest of the unnecessary plots and characters sums up the film’s problems.
The first half of Spider-Man 3 also features some kinetic and exciting action set pieces. First, Harry sneak attacks Peter, and the two fight on and between buildings. The fight is fast and appropriately vicious, with Peter out-of-costume and back on his heels most of the time while Harry relentlessly hammers him. After several minutes of furious action, the sequence ends when Peter clotheslines Harry with a strand of webbing. All sound cuts away except for a cartoonish ‘twang’ and the fight is over. That’s the kind of funny touch audiences came to expect from Raimi’s Spider-Man. Unfortunately this film contains far too few of them.
The next action sequence sees Peter swoop in to save Gwen after an out-of-control construction crane smashes into a building, causing her to fall 60+ stories. The scene lasts maybe a minute, as Peter flips through falling debris to catch her. It is, however, the most exhilarating moment in the entire series. The scene is pure action economy, and it gets my heart racing every time.
Finally, the first confrontation between Peter and Sandman, when Peter is clearly too full of himself to take the villain seriously, is a perfect, clever superhero/supervillain fight. Peter punches through Sandman’s chest, then is blown away by a blast of sand, quickly ending the confrontation. It culminates with Peter on a rooftop, clearing sand out of his mask and boots, wondering where these villains come from. The film’s early action never overstays its welcome. It’s confident, assured, and funny in a way the second half never approaches. All of these sequences feel of a kind with the previous films in the series, and make me wish that Raimi had followed his instincts to the film’s conclusion.
Kirsten Dunst and Toby MaGuire (Sony Pictures)
The first half is not without its problems, however. Case in point: the central relationship of the series, Peter and Mary Jane, is completely mishandled. This is a romance that has been built over two films, that audiences have an emotional stake in, but Spider-Man 3 tears it down for no other reason than to engineer conflict. That’s not to say that the relationship should have no conflict, but Peter and Mary Jane’s issues in this film are the worst kind of contrived, fictional relationship issues. They are the kinds of problems that would never arise between sane people in the real-world because they would be solved with one straightforward conversation. Peter has let Spider-Man’s success go to his head, and he has become a bit conceited. Meanwhile, Mary Jane’s career has hit a rough patch, but she doesn’t confide in Peter because he can’t stop talking about himself. This is all very out-of-character for the couple and unconvincing. Mary Jane also gets mad about Peter’s closeness with his classmate Gwen. In fairness, Peter shares an upside-down Spider-Man kiss with Gwen when she presents him with the key to the city, a callback to Peter and Mary Jane’s classic kiss from the first film. Definitely a jerk move. Ultimately, the characters of Peter and Mary Jane become extremely frustrating and unlikable as the film progresses. Their issues are petty and contrived, as opposed to the old-fashioned romance of the first two films.
And then there’s Harry, the third point of this triangle. After his initial attack on Peter, Harry suffers a head trauma that gives him partial amnesia, a plot device straight out of a daytime soap opera. This memory loss helps him reconnect with Peter and Mary Jane as friends, and he becomes Mary Jane’s confidant rather than Peter. This ill-conceived amnesia device is then discarded so quickly that it makes you wonder why the filmmakers even bothered with it. Harry remembers everything, then threatens to kill Peter unless Mary Jane breaks up with him. As the film has reached the point where characters no longer make logical choices or communicate, Mary Jane decides not to warn her super-powered boyfriend of the situation and follows Harry’s instructions. Peter and Mary Jane’s relationship issues were unconvincing and artificial before, but then they break up as part of a villainous plot. Harry’s scheming takes all agency away from Peter and Mary Jane, leaving their whole relationship feeling weightless and undermining whatever may have been salvageable from the relationship plotline.
The same argument can then be applied to anything involving the alien symbiote, which factors heavily into the awfulness of the second half of the film. The symbiote bonds with a host, then accentuates that host’s emotions and aggression. This is Spider-Man 3‘s way of trying to convince the audience that Peter is still Peter once he bonds with the symbiote, but he’s merely acting out his worst impulses. But he acts so out of character that it’s far easier to believe the symbiote makes him do all of the awful things. It makes it all the easier to forgive Peter’s bad behaviour if he has no agency, but it also diminishes Peter as a character.
Peter goes after Sandman and believes that he kills him with a torrent of water. He goes after Harry, and they fight in Harry’s apartment until Peter blows off half of his ex-friend’s face with a bomb. Peter asks Gwen out on a date, then takes her to the restaurant where Mary Jane now works as a singer/waitress. He also has no compunction about disgracing Eddie after Eddie fakes photos of Spider-Man committing a robbery. The film cannot seem to decide whether he is silly, dangerous, in-control or possessed. By then end of his stint as evil Peter, it’s hard to maintain any sort of connection to the character.
Toby Maguire (Sony Pictures)
Case in point: everything about evil Peter seems to be played for laughs. His fight with Harry is scored with an extremely strange, cartoonish jazz piece that feels completely removed from the drama unfolding on screen. As Peter turns evil, the film unleashes the nadir of all the Spider-Man films: Peter strutting down the street like a buffoon. If I could guess at what the filmmakers were thinking, I would say this is their idea of what Peter would think a cool guy is like. Unfortunately, Peter Parker is an enormous dweeb, so his idea of a cool guy seems to be ’30s gangster crossed with ’70s Travolta with a bad ’00s haircut. As Peter throws his weight around, the women around him are at times (inexplicably) impressed by him or (understandably) horrified by him. It seems to change shot-to-shot, scene-to-scene. When he tries to offend Mary Jane by dancing at the restaurant (in a scene so stupid I cannot believe it’s in the film), the crowd seems to love and hate Peter in equal measure. Every time I watch the film, I struggle to understand the intention of this section. Is Peter impressing or turning off people? Is he following his uninhibited instincts, or is he being controlled by the symbiote? Spider-Man 3 itself doesn’t even seem to even know.
This time, I found myself imagining a film closer to what Raimi originally envisioned. A film with no alien symbiote, where Peter is absolutely responsible for his actions. Where he’s driven to act like a jerk by letting the public adoration go to his head, or through his desire for revenge against Marko. Where he exhibits an honest, human version of “bad”, not a cartoonish jerk version brought on by an alien. Where the film doesn’t work so hard through coincidence and contrivance to make the disparate plot threads and characters seem connected. Where the film culminates with him seeking honest forgiveness from Mary Jane and Harry for his actions, and where they do the same. Where he realizes Marko acted out of desperation and shot Uncle Ben by accident, and that all humans make mistakes. That could have been a great film. And there would be no Venom.
Back in the actual film, Peter realizes he has become horrible after striking Mary Jane in a fight at the restaurant. Not after seemingly killing Sandman or disfiguring his friend, mind you. He finds the nearest church belltower and tears off the symbiote. By sheer coincidence, the disgraced Eddie Brock happens to be in that very church, down below. Up to this point, Eddie has been a very minor, sleazy, annoying character. But the symbiote latches on to him, turning him into Venom, leading the film to its overblown climax. I suppose an argument could be made that the character of Venom in Spider-Man 3 is a personification of the alien symbiote, and thus an external representation of Peter’s worst instincts, for Peter to punch. But at this point, the film has completely lost the thread of all of its characters, and is not interested in exploring such depths. Instead, Venom becomes a quippy, snarling villain who is bad for the sake of being bad. He’s a villain from an earlier time in superhero films; style over substance, no nuance. Raimi felt no connection to Venom as a character, and it shows.
Venom enlists still-alive Sandman’s help against Spider-Man, then kidnaps Mary Jane (who must have hoped that breaking up with Peter would end her career as supervillain captive), and holds her at an abandoned construction site. Peter learns of the situation through news reports that inexplicably continue through much of the climax. Nothing is less interesting in a film than random bystanders telling the viewer how to feel about a scene. Spider-Man 3 has an on-scene reporter and in-studio news anchor narrating the action with almost-meta lines such as “This may be the end of Spider-Man”, and “I don’t know how much more of this he can take”. The sequence is also punctuated by kids in the crowd shouting things like “cool!” and “awesome!” It’s almost as if Raimi knew the audience would be bored and uninvested in the proceedings, so he tried to create some artificial involvement.
As for the action itself, Peter first seeks Harry’s help against his foes, which Harry predictably scoffs at. Then, in another contrived bit of storytelling, Harry’s butler, who has had no more than a line or two in every Spider-Man film, finally convinces Harry that Peter was not responsible for his father’s death. It’s a revelation a long time coming, delivered in a lengthy speech from a background character, making it pretty underwhelming. Harry arrives as Peter seems defeated, and the two characters immediately begin lightly bantering and working together as if they have been partners for years. Eventually, Peter is trapped by Venom, who attempts to impale him with Harry’s glider. Harry jumps in front of Peter and, like his father in the first film, is killed by his own glider. But unlike his father, you see, he was saving Peter, rather than trying to kill him. Peter then dispatches with Venom, and it comes time for resolutions.
Mary Jane rushes to Harry’s side, forgetting that the last time they spoke Harry was threatening and emotionally blackmailing her. Meanwhile, Peter meets with Marko, who explains his motivations, describes his killing of Uncle Ben as accidental, and expresses guilt. Peter, having also done terrible things (albeit, under the influence of a nasty symbiote), forgives Marko, who then literally floats away into the sunrise. This is the last gasp of Raimi’s intended exploration of heroes, villains, and forgiveness. Unfortunately, by this point in the film the relationships have either been ruined by poor storytelling or characters, like Marko, who have been sidelined for too long for their appearance to have impact.
Spider-Man 3 then ends, in sharp contrast to the triumphant web-slinging of the previous two films, with Peter and Mary Jane sharing a silent dance at her restaurant, beginning the healing of their relationship. It’s meant to be a poignant, touching conclusion, and it does stand as a sweet coda to the series, but the scene is unearned. It also raises the question of what has changed over the course of the film? Peter and Mary Jane’s relationship remains pretty much the same as in the beginning of the film. They are not engaged, nor are they broken up. At the beginning, Harry was not a part of their lives due to his animosity, now he’s not a part of their lives due to his death. Peter did some bad things, yes, but he was influenced by the now-destroyed alien symbiote. Did anyone learn anything? Did anyone change? Was there a point to any of it?
Perhaps by pure inertia or goodwill from the previous films, however, Spider-Man 3 was a major box office hit. At the domestic box office, it grossed far lower than Spider-Man or Spider-Man 2, but it held off other major franchise films such as Shrek the Third (Miller), Transformers (Bay), Pirates of the Caribbean: At World’s End (Verbinski), and Harry Potter and the Order of the Phoenix (Yates) to be the highest grossing domestic release of the year. At the worldwide box office, it came in third behind Pirates and Harry Potter, but it became the highest grossing Marvel Film of all time. It held this title until the release of The Avengers (Whedon, 2012) five years later. Over 62 percent of Spider-Man 3‘s worldwide box office came from countries outside of North America. Foreign markets have become increasingly important to Hollywood blockbusters these days, but back in 2007 very few American films were this successful in those markets. It would be six years until another Marvel Film, Iron Man 3 (Black, 2013), would demonstrate such broad appeal outside of North America. So, by a number of metrics, Spider-Man 3 was an enormous financial success. Unfortunately, is was an enormous storytelling failure.
It’s also worth noting that this is the first Marvel Film to be released in IMAX theatres. In an effort to compete with constantly improving home theatre technology and film pirating, Hollywood studios looked into different ways to entice audiences to go to cinemas. It was reminiscent of the advent of widescreen and better colouring techniques in the 1950s, which were designed to give filmgoers a better experience than their small, black-and-white televisions screens could offer. IMAX theatres was just a new version of that trick. Big films such as Beowulf (Zemeckis, 2006), 300 (Snyder, 2007) and Transformers were also released in IMAX, which would soon become ubiquitous for big blockbusters. The next summer, The Dark Knight (Nolan, 2008) would even feature scenes shot with IMAX cameras for an even better IMAX experience. 3D was also starting to creep into big Hollywood films, but it would not become widespread until Avatar (Cameron, 2009) normalized it. A Marvel film would not get the full IMAX 3D treatment until Thor (Branagh, 2011). But it is interesting to mark Spider-Man 3 and Marvel’s first foray into these gimmicks.
It’s difficult to blame the failures of Spider-Man 3 on anyone but the producers and the studio. Director and co-writer Sam Raimi seemed to have an interesting plan for the film, but he had certain story elements thrust upon him and was not able to make them work. One can even see the studio meddling in the evil Peter scenes, where the film seems so hesitant to make him actually bad that it instead makes him silly. This all resulted in an embarrassment for the studio, the filmmakers, Marvel Comics, and comic book films in general. Worst of all, it diminished the previous two Spider-Man films, which still stand as two of the great comic book films of all time. Raimi and many other people involved in Spider-Man 3 hoped to make up for this film with a planned fourth installment, to be released in 2011, but those plans were aborted. That leaves Spider-Man 3 as the disappointing low-note on which we leave the Sam Raimi/Tobey Maguire/Kirsten Dunst-era of Spider-Man films.
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Stan Lee Cameo Corner: In a lovely moment, Stan Lee has the opportunity to speak directly to his greatest creation, telling him that one man can make a difference. He then ends it with one of his signature catchphrases (“‘Nuff said”). That is eight Stan Lee cameos in 15 films.
Next Time: Fantastic Four: Rise of the Silver Surfer unwittingly signals the end of an era, as the first decade of the Marvel Film explosion comes to an end.