I’m not sure whether or not to dislike Spider-Man 3 for being too complex in its narrative or praise it for at least trying to top its predecessor. Maybe both. See, in this film, there seems to be every attempt made in order to best the previous films in the series, with some of these endeavors paying off, but the majority falling flat. This is unfortunate, because with only a few tweaks, Spider-Man 3 could have been better than the first two films. As it is, it’s the worst of the three.

Some of the problems don’t just stem from over ambition, instead coming from the story itself, and how certain characters are portrayed within the film. The primary example of this is the way that the villain Venom is handled, being completely different from his comic book origins. What’s most surprising about Sam Raimi’s rendition of Venom is that he ends up being the only “true villain” within the film trilogy.

In the previous two films, Spider-Man’s enemies were not that way by their own will. The Green Goblin had gas injected into him that turned him evil, while Dr. Octopus’ mechanical arms made him act out of order. This is true one again in the case of two of this film’s villains as well. There are three in this film: The aforementioned Venom, (mentioning the actor playing him would be a spoiler), Sandman (Thomas Haden Church) and the new Green Goblin (James Franco). The latter two villains are misunderstood and reluctant characters, actually warranting some sympathy from the audience, just like the villains from the first two films.

What’s odd about this is that Venom is a perfect character to have this same dynamic. In the comics, as I’m told, Venom actually believed that he was doing the right thing–that he was a hero. He thought that by fighting Spider-Man, he was doing the city of New York a favor. He even saves the lives of some citizens. Here, he’s in it for one reason, and that’s his own self-interest in being evil. This just seems like an odd choice to me, especially given the trilogy’s past.

The way that Peter Parker (Tobey Maguire) is portrayed is also inconsistent with the rest of the film series. Now, some of this is due to the events that occur within the film, but some of it is just due to poor choices on the part of the writer. Once again, Parker seems to make poor choice after poor choice, making us question his maturity levels. And then, mid-way through the film, he is infected with the parasitic symbiote that landed on Earth earlier in the film.

This turns him into a darker character. Picture a stereotypical “emo” character, and apply that to Peter Parker, and you’ll get a pretty good idea about what happens to him. However, he still seems happy, just more reckless and with a worse hairstyle. During this transformation, one of the more cringe-worthy scenes that I have ever seen occurs. It’s really terrible, but is only one of the really poor scenes in the film.

There’s one more that’s really bad, and this occurs much earlier in the film. Harry Osbourne found his father’s Green Goblin outfit at the end of Spider-Man 2. He dawns this outfit in the first real action scene of this film, attacking Spider-Man. During this fight scene, it is glaringly obvious that it was all special effects, and it really took me out of the moment. All possible emotion it could have had was all removed just because it was so easy to see that it wasn’t real.

These two scenes are the bottom of the barrel when it comes to this film. The good parts mostly come from the battles that take place between Spider-Man and the multiple villains within it. These are special effect spectacles, with the exception of the early Spidey-Goblin fight, and they are really exciting to watch. With a budget as large as the one this film had–$258 million–you should expect a lot of entertainment in the action scenes, and for the most part, that’s what you get.

There are also some interesting developments in terms of the non-superhero plots. Some, not most. In fact, only a few are actually interesting, others are just boring. It’s a superhero film that attempts to make us feel for its lead characters. It attempts to do this, but it rarely succeeds. The series was successful at doing this in the first two films, particularly in the case of its villains, but in this one, it just fails.

By the end, you are unlikely to feel any sympathy for anyone, even the two villains that the film want you to care for. Sandman apparently isn’t a bad person because he only wants the money to help his sick daughter. Osbourne isn’t bad, because he doesn’t know the whole story about what happened on the night his father died. Mary Jane is treated poorly, another character has his life ruined, but by the end, none of it matters, because you won’t care.

Unlike the first two films, Spider-Man 3 needs to be taken in a different light. The first two films had real drama in terms of their characters, and you would actually grow to like and care about some of them. In the third film, this doesn’t happen. If you are to really enjoy Spider-Man 3, you need to largely ignore the plot, and instead, enjoy the set-pieces that $258 million can produce. There are too many characters that don’t get enough development, but the action scenes are fun enough to warrant a watch, especially if you enjoyed the previous two films.

Written by Matthew Parkinson