For one thing, there's a new superpowered villain in town. After escaping from prison, common thief Flint Marko (Church) stumbles into the middle of a demolecularization experiment (as one does) and disappears into a pile of sand. He later emerges from the pile, reconstituting himself out of the tiny grains, and discovers he can change any part of his body back into sand at will. While he's running around the city robbing banks and armored trucks, Peter and his Aunt May discover that it was actually Marko who killed Uncle Ben, not the man Spider-Man took vengeance on back in the first movie.

Meanwhile, Peter's got some competition at the Daily Bugle in the form of Eddie Brock (Grace), an aspiring photographer aiming to challenge him as the official photographer of Spider-Man. Eddie's also jealous of Peter's relationship with fellow classmate Gwen Stacy, a feeling shared by Mary Jane. But Peter is too self-absorbed to see what M.J. is going through, and when things start going really sour for her—she is fired from the show after getting slammed by critics—she turns to a sympathetic Harry for comfort instead, unaware of the danger should his memory return.

The distance between Peter and his loved ones only widens after he discovers a strange black ooze that transforms into a shadow version of his red-and-blue costume. The new suit makes him feel powerful and enhances the darker qualities of his all-too-human soul. Without conscience, he commits acts, both as Spider-Man and as Peter, that he would never dream of in his normal state. When he ultimately rejects the sinister entity, it finds a new host who eagerly embraces the dark side. Facing adversaries on all sides, Spidey will have to embrace the good in him if he's to survive and reclaim the girl of his dreams.

Too many strands for one web

If the summary above sounds like a lot to pack into one film, it is. And it seems even more so in the theater. At nearly two and a half hours long, this Spider-Man is too bloated for its own good. Much has been made in the press of the fact that Raimi was strongly encouraged (or forced, depending on the source) to include the character of Venom despite his original notion of making Sandman the main villain. Although the scenes involving Venom in his fully realized form are some of the best in the film (the screening audience cheered at the first appearance of those dagger-sharp teeth), the inclusion adds a complication that the narrative simply doesn't need. Why won't studios learn to trust the instincts of their talent, especially when you have a director with a track record as solid as Raimi's?

The first two films featured coherent themes that were exemplified by each of the two villains, Green Goblin and Doc Ock. With three distinct villains this time around, the metaphors are all over the place. It could be about the healing power of forgiveness versus the futility of revenge. Or it could be about the dangerous methods of escape we use to avoid our problems instead of facing them. There are also a few lessons thrown in about humility, integrity and self-sacrifice. But none of these is particularly distilled. And with everything that is already going on in the film, the odd musical detour in the middle seems even more pointless and out of place.

Sometimes a franchise's strength can also be a weakness. In this case, the number of special-effects shots— which have been growing exponentially with each film — is impressive, but they also take away from the human story that made Spider-Man feel so original in the first place. The one place where these blend nicely is the scene where Marko struggles to re-form himself after the accident. Church's every excruciating gesture is captured in CGI, so that the audience feels his anguish. It's a strong contrast to later scenes in the film where he is reduced to a monstrous swirling face in a cloud of sand, which was already done in The Mummy. There seems to be much more emphasis here on high-impact visuals and action set pieces than there was in the previous two installments, and this film isn't the better for it.

But the film isn't a complete failure. There are little moments of joy to be found here and there. The Daily Bugle scenes are still an oasis of snappy comedy that keeps the film from taking itself too seriously. Grace and Church are perfectly suited to their roles. Grace's slightly slimy Eddie Brock is the flip side of the coin to Maguire's wholesome Peter Parker, and Church has the look of a Dick Tracy villain without any makeup. Unfortunately, the overly fragmented plot means they get less screen time than they deserve. The other new face in the cast, Bryce Dallas Howard as Gwen Stacy, simply doesn't have a chance to make much of an impact.

If this is indeed the end of the Spider-Man franchise, it's a pity it didn't go out on more of a high note.