The story starts off on a happy note. Mary Jane is starting a career in musical theater and Peter Parker is ready to take his relationship with Mary to a new level. As with all good things, however, they come to an end. Mary Jane is quickly fired from the musical and Parker ruins his friendships with both Harry Osbourne and Mary Jane. Even worse, Parker soon learns that his uncle's killer (Flint Marko) is alive and has now become a powerful villain known as Sandman. Worse still, Parker comes across an alien goo (symbiote) that feeds off of Parker's anger and changes him into a slightly evil person. As if that wasn't enough, a new villain (Venom) has emerged and wants Parker/Spider-Man dead. Of course, there are plenty of subplots about Eddie Brock/Venom, Sandman, Gwen Stacy, but I'd rather not spoil everything. Part of the fun of watching "Spider-Man 3" is seeing the characters develop.

I realize "Spider-Man 3" has its detractors. The third entry is certainly crammed with too many subplots and set pieces, but I felt the film was far more ambitious and epic than the previous two efforts. The first two Spider-Man films both felt restrained as they mainly dealt with teen angst. In "Spider-Man 3," however, Parker has several villains to fight (Venom, Sandman), including himself. Parker's inner turmoil is far more riveting than his whiney rants in the second film. To me, the third film was more fit for the big screen as it delivered more high-flying action and deeper characterization, which is really all you can ask of a Spider-Man film.

The cast is in top form here as many of them finally get to ACT. Tobey Maguire is most impressive as he gets a meatier and layered role. Throughout the course of the film, Parker's life spirals out of control as he goes from a love struck nerd to a man consumed by rage (and by the symbiote). Even Kirsten Dunst, whom I loathed in the first two films, pulls out a solid performance. I actually felt for her character when her career plans are shattered and when her relationship with Parker begins to plunge downward. James Franco (Harry Osbourne) also shines as his character struggles to avoid going down the same path his father did. J.K. Simmons is, as usual, a highlight of the film. He completely nails the character of Jonah Jameson. The usual cameos by Bruce Campbell and Stan Lee are also hilarious. The three main newcomers are exceptional as well. Thomas Haden Church is given relatively little to do, but he makes the best of his part. Topher Grace is personable as Eddie Brock, but his performance as Venom is a bit over the top for my taste. Bryce Dallas Howard continues to grow as an actress and it really shows here. She's bound to become more and more popular with each passing year.

The visual effects are a step up from the last two films as we finally get to see Spider-Man engage in some explosive aerial action. However, the real highlight of the F/X is the character of Sandman who is perfectly realized on screen. Flint Marko's roughly three minute wordless transformation into Sandman is my favorite piece of the entire film. I wish all visual effects could be that moving and striking. As for the Venom design, it looked spot on. I did wish Venom didn't revert back to Brock's face so often as it ruined the mystique of the popular character.

"Spider-Man 3" is not without flaws. Several scenes and plot choices simply do not work. First of all, I felt that making Flint Marko turn out to be the killer of Parker's uncle Ben was cheap and forced as it invalidates the first film. Secondly, the Emo/cool Parker is embarrassing. I'll admit that I did smile during his goofy little dance outside the clothing store as it livened up the film, but the story has more important matters to attend to besides his Travolta strut and Jazz Club dance. Finally, the end confrontation with Venom, Sandman, Spider-Man, Mary Jane, and Osbourne is rushed. The entire sequence happens so abruptly. There isn't any real lead in to this event aside from Venom asking Sandman to help him in a quick one-minute scene. It's flat out sloppy writing.

The DVD

Video:
The 2.40:1 anamorphic widescreen picture quality is near perfect, but I noticed some faded color during brightly-lit scenes. I remember seeing a digitally projected "Spider-Man 3" print in theaters and I didn't notice any color issues with that. Perhaps the Blu-Ray picture looks superior.

Sound: The English 5.1 Dolby Digital track is as good as it gets. Chris Young's heroic booming score, dialogue, sounds of the city, sifting sand, and so forth, all sound crystal clear through the speakers. The other available audio options on this disk are: Spanish 5.1 Dolby Digital, and English and Spanish Dolby Surround tracks.

Extras: Disk 1:

* Previews for: Upcoming Blu-ray discs, "Vantage Point," "Across The Universe," "The Water Horse: Legend Of The Deep," "The Ray Harryhausen Collection," "Surf's Up," "Storm Hawks," "Close Encounters Of The Third Kind- The Ultimate Edition," "Ghost Rider," "Seinfeld-Season 9," "Vitus," "The Jane Austen Book Club," and "My Kid Could Paint That."

* Snow Patrol "Signal Fire" music video.

* Sketches, paintings, sculptures, special effects, director and cast photo galleries.

* 6 ½ minutes of Bloopers mainly consisting of Tobey cracking up and actors messing up on lines.

* Spider-Man: Friend Or Foe video game preview.

* Action Command Spider-Man toy commercial.

* An entertaining commentary track with James Franco, Tobey Maguire, Thomas Haden Church, Sam Raimi, Kirsten Dunst, Bryce Dallas Howard, and Topher Grace. Aside from the usual quiet spots, name dropping and patting everyone on the back, the track reveals several fun tidbits such as a cut out storyline with Sandman and Vulture, Ron Howard coming onto the set, and how Gwen was originally going to be the damsel in distress in the end sequence. In addition, Raimi mentions a few deleted scenes, but none of them appear on this 2 disk set. What a rip-off! Clearly, the scenes are being saved for the inevitable "Spider-Man 3.1" set.

* A snooze worthy commentary by Avi Arad, Grant Curtis, Laura Ziskin, Scott Stokdyk, and Bob Murawski. The track is mostly humorless as the group yammer on about credits, f/x, casting, character discussions, etc. One interesting fact: the end confrontation atop a building was originally going to be in the first Spider-Man film.

* English, Spanish, and Portuguese subtitles.

Disk 2:

* Tv spots from Japan, Spain, Germany, Italy, Chile, Russia, Brazil, and the UK.

* 3 theatrical "Spider-Man 3" trailers and the teaser.

* English, Spanish, and Portuguese subtitles.

Featurettes:

* "Grains Of Sand: Building Sandman" (14 minutes)- This featurette covers everything about the character of Sandman from the casting, character's origins and transition to the big screen, sculptures, F/x artists, etc.

* "Re-Imagining The Goblin" (10 ½ minutes)- Considering the Goblin costume is even worse in this film (he looks like a snowboard/paintball junkie loaded with Bond like gadgets), I wouldn't bother with this featurette. No one needs to be reminded of the terrible Goblin costumes.

* "Hanging On...Gwen Stacy And The Collapsing Floor" (10 minutes)- A fun behind the scenes look at the stunt work and stage of this set piece.

* "Covered In Black: Creating Venom (15 ½ minutes)- This featurette takes a look at Venom's origin in the comic series, and shows off concept art and how the symbiote was created with practical and CGI F/X.

* "Fighting, Flying, And Driving: The Stunts" (Nearly 19 minutes) is a straight forward featurette about stunt work.

* "Tangled Web: The Love Triangles Of Spider-Man 3" Everything in this 9 minute featurette can be gathered from WATCHING the movie.

* "Wall Of Water" (7 ½ minutes)- A behind-the-scenes look at the water cavern/subway set piece between Sandman and Spider-Man.

* "Inside The Editing Room" (4 mins)- A look at the collaboration between the editor and the F/X editor and Sam Raimi as they piece the film together as shots are completed.

* "The Science Of Sound" ( 16 ½ minutes)- This featurette shows the process of how Composer Chris Young created the score.

* "On Location: New York- From Rooftops To Backstreets" (nearly 13 minutes)- This featurette discusses location scouting, shooting at Times Square, Stan Lee's cameo, and how New York is essential to the world of Spider-Man.

* "On Location: Cleveland- The Chase On Euclid Avenue"- A nearly 7 minute featurette about re-creating NY in Cleveland for the armored truck action scene. Easily the best of the featurettes.

Final Thoughts:
"Spider-Man 3" is a flawed comic book film, but it's a jam-packed thrill ride a minute with plenty of characterization to boot. Well worth buying.

Film and television enthusiast Nick Lyons recently had his first book published titled "Attack of the Sci-Fi Trivia." It is available on Amazon.com.