The Internet is full of lists on “The Top Five Best Superhero Movies” (watching The Incredibles five times) and “The Top Five Worst Superhero Movies” (watching The Incredibles five times with a Libterarian). But here at Fempop, we’re committed to black jokes. Wait, no, I checked, it’s actually doing the unexpected. Doing the unexpected, not black jokes. No.

Just as Superman Returns is achingly close to greatness, Spider-Man 3 weaves over the line of fucking crappy. The corporate overlords, not having been satisfied with the damn near perfect Spider-Man 2, have insisted on Spider-Man 3 having Venom in it. Venom, not so much a “classic” villain as a “popular” one, is outside Sam Raimi’s wheelhouse, but he thinks he can pull it off. It’s hubris worthy of a Greek tragedy. Sure, no one blinded himself or fucked his mother, but we were cheated out of a really good Spider-Man movie. Isn’t that real tragedy? It’s at least on par with Blake Lively trying to act.

In this photo, her character has just learned that her parents are brother and sister. And brother.

The core story of Spider-Man 3 is a good one, if already a little flawed. As Raimi puts it on Wikipedia:

“The most important thing Peter right now has to learn is that this whole concept of him as the avenger or him as the hero, he wears this red and blue outfit, with each criminal he brings to justice he’s trying to pay down this debt of guilt he feels about the death of Uncle Ben. He considers himself a hero and a sinless person versus these villains that he nabs. We felt it would be a great thing for him to learn a little less black and white view of life and that he’s not above these people.”

This is, of course, the character who responded to Green Goblin’s threat to rape and murder his future wife by accepting Norman Osborn’s surrender in the first movie. And in the second, after a crazed Otto Octavius had threatened Peter’s aunt and girlfriend, Peter still appealed to his good nature and talked him down. For that matter, why would Peter think he’s a sinless person when he acted like an asshole and let Uncle Ben’s killer go? Isn’t he paying a debt of guilt? Where, exactly, was this great “black and white view of life” coming from? To justify it, the movie not only has to retcon in a supervillain murderer for Peter’s uncle, but give him a symbiote that heightens his aggression.

It’s all just too much. Characters are openly shuffled off-camera with bouts of amnesia and temporary dissolution. Gwen Stacy, possibly the most loaded character in the Spider-Man mythos, is thrown in as the other woman, along with George Stacy as a spear-carrier. Earth-shattering revelations are handed out by butlers. As Albert Einstein said, “Any intelligent fool can make things bigger and more complex… It takes a touch of genius – and a lot of courage to move in the opposite direction.” Raimi saw the Swiss timepiece of Spider-Man 2’s plot and characterization and acted the intelligent fool, trying to make it bigger and better. He ended up with less than the sum of its parts.

The whole thing is so messy that the urge to fix it is near overwhelming. There should be a course in film school. Why must the symbiote simply be a meteorite that lands near Peter Parker by sheer accident? Why can’t Harry have created it to sabotage his former friend? In fact, why is Harry’s grand scheme for revenge to simply dress up as his father and try to kill Peter? If it is to dress up as his father and try to kill Peter, why not wait until he’s asleep and throw a bomb at him, or at least tie him up for the obligatory monologue? Why do Peter and Mary-Jane spend most of the movie with their relationship deteriorating, only for them to break up just because Harry forced MJ into it? Why is Gwen Stacy “the other woman” instead of Betty Brant or Ursula, both characters with an established interest in Peter? Why does Sandman have to be responsible for Uncle Ben’s death? Why not have him be someone who hurt Aunt May, or Peter’s long-MIA parents? Why is Venom, a character dangerous because he knows Spider-Man’s secret identity, in this movie alongside Harry Osborn, a character dangerous because he knows Spider-Man’s secret identity and they used to be friends? Why has Peter not done more to explain the situation to Harry between Spider-Man 2 and this movie? Why give him the time to build an arsenal of weapons and turn himself into the Green Goblin? He reads comic books; doesn’t he know how this works? Why are there musical numbers? Why is Eddie Brock stalking Gwen Stacy? Why is Gwen Stacy not involved in the climax in any way? Why would Peter think it’s a good idea to kiss Gwen Stacy in front of a crowd of New Yorkers? Why would a crowd of New Yorkers be so enthusiastic to see Spider-Man kiss the daughter of the chief of police? Why has Aunt May clearly figured out that Peter Parker is Spider-Man and yet that has no bearing on the plot? Why are Peter’s growing sense of self-satisfaction and his quest for vengeance played as the same character flaw? Why is Eddie Brock necessary at all? Why can’t Harry Osborn be Venom? You could have the symbiote escape and come back in a later movie or solo Venom movie, so the third-act-only appearance of HarryOsborn!Venom doesn’t dissatisfy. Why do Sandman and Venom suddenly team up at the end? Why is Mary-Jane kidnapped for the third time in as many movies, not to mention many other times throughout the series when she’s put in danger?

Why EYELINER?

Yet, as overstuffed and unsatisfactory as Spider-Man 3 is, it never plummets to the depths of Batman & Robin, as internet hyperbole insists. It’s the least of the trilogy, but it’s still on par with its prequels. There is simply a lot to love. Raimi’s conceit, much like Superman 3, is that the symbiote doesn’t turn Peter into the badass rebel you’d find in a Red Kryptonite episode of Smallville—just a douchebag who trades entirely on the goodwill he previously generated by being a kind, decent man. He winds up quickly alienating both women in his little love triangle, not getting a handjob from the Black Cat. It’s more nuanced and subtle than you’d expect from the subplot, and if it’s not entirely successful, well… you wanted Raimi doing Venom, you got Raimi doing Venom.

The Sandman, heralded by a stunning “birth” sequence that automatically earns the audience’s investment, is well-cast and well-played. Even Topher Grace, playing a reviled take on Eddie Brock, does a good job. Recasting the character as the Scumbag Steve equivalent of Peter, who then mates with the Scumbag Steve Hat of the symbiote, makes sense. The Peter/MJ relationship… kinda follows through with the “what are we getting ourselves into?” ending of Spider-Man 2. I’m not sure they would’ve been able to keep it going into Spider-Man 4. It would’ve been nice to just say “okay, Peter and Mary-Jane are together, now some stuff with Morbius,” but maybe they would’ve tried to have them break up yet again and get back together yet again and honestly, there’s only so much of that you can do before you think they should just call it quits.

Right, guys? Guys?

They also wrapped up the Harry Osborn storyline okay, aside from the amnesia. He goes after Peter, Peter goes after him, they work together, they forgive each other, Harry dies. So all the loose ends are wrapped up and there’s a nice clean break for a reboot, so long as it’s not another origin story.

Plus, I think this movie might’ve given us The Dark Knight Rises. After The Dark Knight came out, all the studio executives were going “yeah, more of that, let’s get Leonardo DiCaprio to play the Riddler! And we can have Clayface and Mr. Freeze and Two-Face can come back and Ra’s Al Ghul can be alive too and Robin can show up–” And Christopher Nolan said “nah, let’s just have Tom Hardy play Bane. Maybe throw Catwoman in there too. You don’t want this to be another Spider-Man 3, do you?”