In Defense of Spider-Man 3 (2007) Review

Kinda let you down.

Spider-man 3… Not as Bad as you Think.

By: Derek Hobson


Yes, this movie is bad, but I think people hate on it more than is deserved. As my fellow screwheads know, I will defend this movie relentlessly, not because it is particularly good, but because it is bad, but not without merit.

People hate this movie, but often lack substantial evidence for hating it. There was a reason for every action in the film, but the fact is it feels rushed and therefore the execution fails.

Let’s approach the main qualms with this movie.

  • Sandman is the killer of Uncle Ben
  • Meteor landing
  • “Emo” Peter Parker
  • Gwen Stacy
  • Parker has his mask off
  • Venom
  • Peter Parker dancing
  • Harry Osborn’s Butler

After going into detail about what works and what doesn’t with these, we’ll strictly examine what they did right and the evidence to prove that there is a good movie hidden within here. My biggest defense for this film is that it did not kill the franchise, rather, it was merely the low point and could’ve been redeemed.

1. Sandman is the Killer of Uncle Ben

Let’s explore the mind of Peter.

We should even start with the cinematography on this one. The black and white noir-esque flashback is campy and a huge complaint about the film. Yes, it is campy, but Raimi’s Peter Parker (played masterfully by Tobey MaGuire) was–for lack of a better term–a golden boy. He always did his homework; helped around the house; obeyed the rules; ate his breakfast; etc. For him to imagine that someone shot his Uncle in cold blood is out of his realm of understanding. So the black and white noir is his visualization of the murder.

Look at the emotion in this face!

Unfortunately, this campy-ness leads to the film’s detriment when the Sandman (Thomas Haden Church) explains how it really “went down.” This scene is supposed to be the huge dramatic climax, in that Parker learns the truth about his uncle’s death and he even undergoes a redemption and revelation, in that, he forgives the murderer. This is doubly huge since the biggest qualm I have with most superhero movies is that they always kill their villains (the villains need to survive or, at least, die ambiguously so the franchise can continue). Sadly however, the black and white noir continues and the campy-ness hurts the finale.

With the cinematography out of the way, let’s move on to the real issue:

This obliterates all reason for Peter Parker to be Spider-man

It’s hard to side-step this issue because it is a real problem, and I’m willing to argue that it’s the biggest flaw of the film–but not without reason.

Peter Parker listens to his Uncle Ben’s words, “With great power comes great responsibility,” and because of his uncle’s death and because he (Peter) feels personally responsible, he dedicates his powers to good. Letting the villain go is what resulted in his uncle’s death. His rage and revenge are what lead to the accidental death of the crook. This puts even more guilt on Peter due to the stress and depression it causes his Aunt May, so he decides to be a hero even though it puts himself into financial crisis, relational crisis, and personal crisis–lying to everyone he knows.

By making the Sandman the real killer of Parker’s Uncle, they have disastrously corrupted Parker’s character as the crook escaping had nothing to do with the actual murder. He has been a golden boy because of a myth; a story he pieced together based on false evidence.

I might've made a boo-boo.
might’ve made a boo-boo.

Of course, the reason they did this was because–as with most superhero movies–the villain must have a personal connection to the protagonist, something that makes them not want to fight them. With the Green Goblin, it was Harry’s father and a surrogate father to Peter as well. With Doctor Octopus, the man was Peter’s living scientific idol. With Sandman… nothing, so they added him as the killer to uncle Ben.

My problem with this is, the Sandman, as a character, is literally founded upon the philosophical question, “Would you steal bread to feed your family?” Evidenced by the fact that he actually steals bread and is trying to help his little girl (family). Having a character that is devoid of any connection to Spider-man was a unique set-up for a villain, and–what’s more–the Sandman has to concentrate to literally hold himself together. This mirrors how Parker’s balance of identity is falling apart and he must focus to keep himself together. To have the Sandman be the murderer of his uncle feels contrived and unnecessary. Yes, this is a glaring flaw, but served a purpose.

2. Meteor Landing

Spider-man 2 set up a great premise for Venom.
J. Jonah Jameson (played by a supremely talented J.K. Simmons) has a son who is an astronaut. As I understand it, in the Marvel comic books, he unknowingly brings Venom back with him from the moon. This was already set up, so why wasn’t it used? The only logical conclusion: Not enough time.

A huge issue with this movie is that Sam Raimi was forced into utilizing Venom due to the studio/fan influence. This movie, in general, has far too much going on–as I’ll prattle on about later–but the actual Venom story could have been glorious, and I’m certain was in an early draft of the script. It probably went something like this:

(From the second Spider-man, Mary Jane was supposed to marry J.J.’s son, but left him at the altar. That wouldn’t go overlooked by the press. People would find Mary Jane and know that Parker stole her away–so to speak. The fact that it is Parker irks J.J. to no end and could’ve been a substantial dramatic ordeal resulting in Parker being very mistreated, losing his job, or being underpaid, and all the more reason why Eddie Brock would be hired over Peter Parker. Additionally, the press surrounding Parker would make him more wary about putting on the Spider-Man suit and even result in comic, albeit dramatic incidents where Parker sees a crime, but is stopped by the press about dating Mary Jane. He’d have to come up with an excuse or make a distraction to get them away from him so that he could save people–as per  his oath to his uncle.

Similarly, J.J.’s son could even plant the Venom symbiote onto Parker as revenge… but alas, this is an untold story.)

The fact is, the whole “space” story would take too long with a movie that was already 139 minutes, so the meteor falls next to Peter during a meteor shower. Is this bad, yes. Movie ruining? No, because it’s a very different story. So it slides by.

3. “Emo” Peter Parker

I’m thinking of a word that starts with “f” and ends with “you.”

People have always referred to this as the “Emo Peter Parker,” but truthfully, I think the only merit to this comes from the fact that he appears to be wearing eyeliner and combs his hair down.

I am absolutely okay with this.

Face it, Peter’s actions are completely different; he reacts instinctively. It’s not a character shift, it’s Peter Parker–our golden boy–being bad; acting on instinct.

(As a brief digression, one of the few criticisms of Nolan’s The Dark Knight is that Harvey Dent makes a rapid shift from White Knight to evil, schizophrenic maniac. Raimi avoids this by having our White Knight make a gradual, much more organic shift, and frankly, it’s only when he smacks MJ does he realize how far he’s fallen.)

4. Gwen Stacy

The addition of this character was mild and useless. She was added to stir up Peter’s relationship with MJ, and Brock’s relationship(?) with her (Stacy) for more of a personal vendetta against Parker. It could’ve been any girl to stir up Peter and MJ’s relationship, but I think they made it Gwen Stacy because she’s a part of the comic universe.

This doesn’t ruin the movie at all. If Gwen had been named Sandy, it would’ve been the same; she is just a foil to MJ, nothing more. The people that get upset about this are comic book fans because Gwen came first and this wasn’t doing justice to her character, but she was just added to make more problems.

As an aside, I believe it was in the DVD commentary or an interview where they said that Gwen was supposed to be the girl Peter was trying to save at the construction site, but the actress was pregnant and couldn’t shoot those scenes.

Note that this makes that upside down kiss and Eddie Brock’s hatred make all the more sense. Gwen probably would’ve died too.

But the fact that she was pregnant and therefore they couldn’t shoot, just reaffirms how rushed this film was (despite coming out three years later).

5. Parker has his mask off (all the time!)

spiderman_costume_tobey_maguireIn the second movie, the moment Parker is unmasked is powerful and gives New York a broader scope of what and who their masked vigilante is. (Incidentally, if they followed the story-line I pitched above under the “Meteor” section, this would cause greater alarm, as people from Spider-man 2 would recognize Parker in the tabloids). However, Spider-man 3 features Spider-Man without a mask more often than not.

I believe this to be for two reasons:

1) Tobey Maguire was probably getting paid significantly more by this point and therefore his agent fought for him to have more “face” time on camera


2) To further demonstrate the crisis of identity.

Does this succeed?


But if we examine all the moments where Spider-man isn’t wearing a mask, I think you’ll find that the absolutely unnecessary moments are counter-balanced by the good ones because he really has lost sight of who/what he is.

6. Venom

More so than the problem with Venom is the problem with Topher Grace playing Eddie Brock.

For the readers, no I have not read the comics, but I have seen the images of Eddie Brock and it looks like he could pound Spider-man into the ground with his pinky. He’s the “Bane” of Spider-man. So casting Topher Grace wasn’t a particularly, true-to-the-source move.

topher grace
Turning this…
… into this requires imagination.

However, once again, I feel that the personal connection is what they were going for and, in this case, Eddie Brock was established as a mirror of Parker. Brock’s character is as if Parker already had the symbiote.

Again, Parker’s shift to evil-ish is very gradual, but the biggest factor is that he’s much more outspoken and action-oriented, characteristic of him relying on instinct over thought. Brock is already instinctual, so when he gets the Venom symbiote, we see the full potential of what Parker could have been/become.

Similarly, even Eddie Brock’s relationship with Gwen Stacy mirrors Peter’s and MJ’s–to some degree–when they first started out. Their relationship was very ambiguous and Peter always felt betrayed when he found MJ with another man–even though they were never together. Brock’s just a much more smug and exaggerated version. His interactions with Gwen are played up for comic relief and not to illustrate this mirror further.

(Note: Sam Raimi is not a fan of MJ, so this could be his own satire on their romance, but he’s a strong enough film-maker that I’m inclined to believe he wouldn’t taint this parallel purposely to the film’s detriment.)

Outside of that, my defense for Venom is one that goes towards my whole defense of the movie. In Spider-man 1 and 2, Peter Parker’s life sucks, he rarely gets what he wants, and he’s wildly misunderstood. Just when we see something different (i.e. his life’s going well), Venom enters into it, corrupting his finally happy mentality and it’s totally self-inflicted. It’s not the situation or the people, it’s him. It was different and a departure from what was seen in the first 2 films. I will always appreciate people taking characters to places they’ve never been.

7. Peter Parker Dancing

On a first viewing, this took me right out of the movie. More than anything, it was just so obvious that he was Spider-Man. This scene felt out of character for the entire movie. The point of this scene is to make MJ look bad, end things with Gwen Stacy, and make MJ all the more envious that people love Peter Parker whether he’s Spider-Man or not. Instead Peter looks like a fool and that’s all we remember.


This does however lead to a huge moment that gets overlooked due to the dance number, and that’s when Peter backhands Mary Jane. This is the darkest moment I’ve seen in a superhero movie. Like Iron Man might’ve had terrorism, war, and death, but it was set up like that from the get-go. This has a golden boy, who has only ever done “right” and “good” by people, punch a woman.

Even that somber moment, of “Who are you?” and Peter’s reply, “I don’t know,” is very well done.

However, the shift is too immediate to make an impact because your brain is still trying to refocus from the dancing.

The only logical conclusion is that the ridiculous dancing was added as an afterthought to offset the backhanding. That’s an extremely dark moment for the Spider-Man series. I honestly, hadn’t been that set ajar since Spider-Man (1), when a bomb blows up in Peter’s face during the showdown. Blood flies from his mouth and I was actually startled, thinking, “Oh… this is getting dark.”

This is the moment that makes Parker realize that he needs to eliminate the suit (which after the bell tower, he probably had to web sling home naked…). Up until this point, Parker is able to flirt (with the receptionist, his landlord’s daughter, Gwen Stacy); he gets what he wants (blacklists Eddie Brock, demands higher pay from J.J., gets Harry off his back, kills the Sandman); and because he’s reacting on instinct, he has no foresight into his actions; he cannot see the repercussions because there are no immediate repercussions.

This scene is the only instance that provides immediate consequences of his actions. He sees what he has done. What’s more? To the person he loves most. This makes him come out of his evil coma.

Also, due to the actress playing Gwen being pregnant, that may be why they needed to add the solo dance number. Realistically, the script probably called for Peter and Gwen to be dancing together the entire time, slow and seductive.

While the solo dancing will always be unforgivable, without it, you’d have an extremely dark moment in an already corny movie.

Should they have feared going too dark? No. But if Parker hadn’t made a fool of himself, then Gwen would’ve been the object of sexual tension and desire, and in the end Mary Jane would be back-handed. It’s hard to redeem a character for that and we already needed to forgive him for messing up James Franco’s face.

Without the dancing, he would just be a villain in this movie.

8. Harry Osborn’s Butler

This one does not have a great defense, but it’s the same as the meteor problem: timing.

(For those of you not as invested in the movie, who don’t know what this is referring to, Harry Osborn [James Franco] has a butler throughout all three films and in this third movie, he suddenly reveals to Harry that his father [Norman] killed himself–back in the first movie. This is a double slap in the face because the butler claims that he has been aware of all the shenanigans in the house, but has remained silent on them for… his own benefit? It’s never clear.)

Frankly, I think the butler may not have even been in the first draft of the script.

This film has so much character development on the supporting cast that I’m sure there was a draft where Harry was in his mansion, exploring his father’s underground lab, and piecing together what happened on his own. The amnesia was likely a catalyst for him to regain his memory with bits we never saw in the previous two films–likely, an earlier draft had Harry holding his father and recognizing that the wounds embedded in his stomach were from his own glider.

However, due to the timing, they needed a quick escape. It doesn’t work, because why would the butler–if he cared so much–willingly allow Harry to self-destruct and believe in a lie?

The butler allowed him to be hit in the face with a grenade for goodness’ sake! (see picture)

remember when he has that grenade blow up in his face?
close enough

What I did appreciate though is how Harry’s lie parallels Peter’s lie. Peter believed a certain crook killed his uncle and accidentally kills him. Harry believes Peter killed his father and tries to kill him.

Peter only makes the change to forgive Sandman because Harry makes the change to forgive Peter. That’s a level of humility largely unexplored when people talk about this film’s awfulness.

In conclusion, those are the biggest qualms people have with this movie. Admittedly, some aren’t a great defense, but it’s worth analyzing why people hate this movie so much when there’s still so much to enjoy. This film is not unwatchable and it didn’t kill the franchise, but it was a different direction that was hindered by a deadline, three writers, and too much studio involvement. So, having sufficiently provided a defense for an otherwise bad movie, let’s move on to what I think is actually a reason to dislike the film.

What do I think is bad?

  • The Music

This is the first time ever in a film that the musical score has actually hurt me, removing me entirely from the film. Danny Elfman is amazing, and I cannot emphasize that enough, but as I understand it, Elfman and Raimi did not get along, and Elfman left the team after Spider-man 2. They replaced him with Christopher Young. I don’t want to attack Young as a composer because I’m not familiar with his work outside of some select horror films–where he fits the bill–but his take on Spider-man 3 was atrocious.

I remember watching the film for the first time and Elfman’s theme segways into Young’s new score during the opening credits and it’s awful. The trumpets alone are just too much and adds to that awful noir feeling from the 60s.

Every time his music makes an appearance–with the exception of the birth of Sandman–I am removed from the film. When Peter shows up to Harry’s house and fights him–eventually blowing up his face–the music makes the scene feel like a Charlie Chaplin boxing scene. In no way does Young’s score take the film seriously; it objects.

(If anything, that particular fight scene would’ve benefited from no music. It’s not campy it’s the breaking point between friends.)

The score provides the wrong tone entirely. It doesn’t make Parker and the symbiote appear to be dark and evil, but “Ba, na, na, na!!! Here comes Frankenstein’s monster!” It should be dark like Hans Zimmer’s score in The Dark Knight.

  • Harry being the cause of Mary Jane and Peter’s breakup

I don’t think this was necessary. Mary Jane (Kirsten Dunst) and Peter are already having problems, I don’t think it was necessary for them to have Harry meddling. I think they would’ve naturally broken up.

  • Pacing

This film’s major flaw is the pacing. Had they been able to take their time with just the venom suit, or just the Sandman, or–and preferably–just the New Goblin/Harry Osborn, then they could’ve avoided the negative outcry.

Now there’s a site called–which I believe must be film editing majors thesis projects–where people cut the movies differently to present a different message and different movie. For example, there’s The Thief and the Cobbler: Recobbled which features the true vision of Richard Williams, but there’s also film edits like 27 Days Later that features the film 28 Days Later, but writes out the military sub-message at the end.

Visit this site and you’ll find ten or so different cuts of Spider-man 3, often with ones featuring just Venom or just Sandman. I’ve actually viewed the one that has just Venom in it, and it’s about 90 minutes long and a decent film. They also cut out Harry’s butler and, of course, Peter’s dance number. Even the breakup between MJ and Parker is done without Harry’s influence. It’s remarkably well done and reveals that there really is a good film buried underneath all the subplots and time constraints.

And now…

What was Good

  • It was different

We spent the entirety of Spider-man 1 and 2 watching how Peter Parker’s life is miserable. Unlike Batman or Iron Man, Spider-Man is a young high school kid, going into college as a super hero. He is broke! He struggles with money problems! For the first time in this film series, things were good. People liked Spider-Man and he was soaking it up. This blinded him to his friends’ problems because things have never been good for him before.

This is also what I liked about The Dark Knight Rises, we saw a city grow up with a super hero; the world feels “lived-in.” Spider-man was finally on top and it allowed Raimi to explore the supporting cast in much greater detail.

Spider-Man_323PyxurzAunt May finally forgives Peter entirely, evidenced by the fact that she passes on the ring to Peter. Harry Osborn finally went from brooding, overindulged kid to happy-go-lucky. Mary Jane Watson actually makes it onstage, but fails hard due to criticism. The city itself has finally grown to like Spider-man. And even, J. Jonah Jameson–who I believe is a surrogate for Sam Raimi–underwent medication for his high blood pressure.

This is essential, as I’m sure Raimi often felt like he was trying to create his story (The Daily Bugle), but was constantly being impeded upon by outside influences and the studio. I say this because A) it features Ted Raimi in this setting–Sam Raimi’s brother–and J.J. is the number one critic for Spider-Man and controls how the public (audience) views him, and clearly the public’s view of Spider-Man was differing from his own (i.e. we want Venom, but Raimi wanted you to hate him).

  • Harry and Peter as mirrored identities

New_GoblinFirst of all, loved the New Goblin as opposed to Hob-Goblin. It was a good departure from the comics and set the movie apart, in its own universe with original characters.

Second, the first fight scene between Peter and Harry was excellent and highly personalized. I loved that Peter had to worry about being in his suit as often as he was out of it–again, part of the defense for why his mask was always off; his two worlds were constantly colliding.

And no, I don’t think the amnesia was a cop out, it was a good departure from his brooding self.

The parallelism comes into play given that he hates Peter because of a lie, but is happy and genuinely a good guy when the lie is relinquished. He was actually Peter’s friend, and even becomes his side-kick–though clearly could’ve been his own superhero. He also has a very touching romance with Mary Jane, they seem to actually fit as a couple, as opposed to Peter and Mary Jane–which Raimi did intentionally; he added Peter’s landlord’s daughter as the more suitable candidate.

Also, how awesome was the callback to the green bio-gas stuff that Harry’s dad used to become super strong (and super crazy)? Harry manages to take that thing–like a drug–and walk out feeling refreshed and refurbished whereas his father could hardly handle it; a nice touch!

Even when Harry was evil though… he was awesome.

so good…

My biggest qualm is that they killed him off–and scarred his face. Which actually brings me to another huge positive!

  • Spider-Man would die against two villains

Unlike all other superhero movies, when Spider-Man is faced with two villains, he loses. He cannot beat them on his own. This is very real and I appreciate that he would actually have been killed if Harry didn’t show up, and Harry’s arrival is epic.

Speaking of villains…

  • Sandman creation

Even without reading the comics, I was able to gather that Flint Marko needs to concentrate at all times to maintain his human figure due to that epic CGI sand scene. This was artfully done and really utilized film as a medium… you couldn’t use an interior monologue to explain this better. And, yes, while the pendent he was wearing should’ve been obliterated like his clothes and body, I loved its inclusion because it helped explain this story all the better. I received a deeper understanding of his goals and his relationship with his daughter than the dialogue/scene that happened prior.

And of course…

  • Sandman’s first death

296453105_435f23692eWhy doesn’t anyone appreciate this? Spider-man is actually trying to kill this guy. This is first-degree murder. There is nothing reserved about this fight, I was actually blown away with how graphic this is, and we don’t appreciate how utterly violent and gory this is because he’s made of sand, but this has to be one of the most hardcore fight scenes I’ve ever witnessed. Spider-Man is livid. I still recite that line in the preview:

FLINT: What does it matter to you anyway?


In Summation

Of course there are other things I enjoyed, but I believe you’ve heard enough of that throughout my defense of the main flaws. The pacing and music makes this film mediocre, but it is not bad, did not ruin the franchise, and certainly is not unwatchable (see The Amazing Spider-man, or rather, don’t as it’s unwatchable). I do think it’s the weakest of the three, but there’s so much potential in it, and of course, the fanedits show this.

Not a good film, but certainly not the awful shlock people treat it as.

Watch Spider-man 3, there’s a lot to be learned in innovation and how to alter the story for a trilogy.

Spider-man 3 (2007)
Directed by: Sam Raimi
Columbia Pictures
139 Minutes

For more reviews, check out Derek Hobson’s Article Archive

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