Most of the stories are conceptually good, but the characters fail to hold them up.

The main story here is that Peter's suite is infected by a symbiote, which enhances his rage and turns him evil. This is an interesting, if simple, concept that the movie doesn't do justice. Watching Spiderman turn evil could have been interesting, but that doesn't really happen. Peter doesn't act evil when he's wearing the black suite, he just acts weird and emo (what's the difference - buh dum tish!). Just because Peter is infected with an alien doesn't mean that random dance scenes aren't out-of-character for him. In the end, dark-Spiderman is an excellent storyline concept that the writes use an an excuse to make Peter behave like an idiot. It's supposed to be an excuse to make him act evil. C'mon people! Focus!

Harry's story is good, at first. In the beginning he fights Peter, feels realistically angry, and I was anxious to see how their dispute would be resolved. Then, half-way through the movie, he gives up on trying to directly confront Peter and starts trying to ruin his relationship with MJ. That's where he lost me. If Harry's angry enough to kill Peter why would he settle for messing up his love-life? It's a convenient wedge to put between Peter and MJ, I suppose, but why do that? Do we really need another sub-plot where Peter struggles with his feelings for MJ (or vice-versa)? This might have been acceptable if MJ's break-up makes dark-Peter snap and be evil, but all it does is make dark-Peter snap and be emo.

Still, I was interested enough to keep wondering how the Harry-vs-Peter arc would resolve itself. I watched as tension between them continued to build, trembled with anticipation when dark-Peter started getting more and more angry with him, tried to tastefully ignore Harry's inconsistent motivations, and then face-palmed when the whole thing was wrapped-up by a blatant deux-ex-machina. Harry sub-plot did keep me engaged, but I felt ripped-off by the overly-convenient resolution.

So Harry's story does have its moments, but sadly there's no excusing the Sandman's storyline. Here's his backstory: he runs from the police, falls in a pit where some sort of disintegration experiment (never explained) just happens to be taking place (a pit that was not roped-off or obstructed in any way, mind you), and this experiment somehow gives him sand powers. There's a moment where a scientist notices that a sensor detects something in the sand pit, but another scientist instantly dismisses it as nothing important and starts the disintegration. I have no idea why a disintegration experiment was taking place there, or why a scientist would so easily dismiss an anomaly like added weight, or how this experiment bestowed super-powers upon the Sandman, and I don't think anyone else who's watched the movie does either (unless it's explain better in the comics). The whole thing is a contrived plot-device to give rise to villain #3, and doesn't seem to have any other place in the story.

Then there's Venom, who doesn't really show up until the end. He's not well-developed, but that mostly acceptable. There's really not much about him that the story needs to elaborate upon. It is a little weird that he only show's up for the grand finale, but the grand finale is good. I just wish Peter didn't figure out his weakness so quickly.

So the three villains spread the story way too thin, but at least the fight scenes are good. I know that's shallow of me to say, but these are some of the best fights in the trilogy, and the big budget special-effects make them a joy to behold. However, the Sandman fights eventually start conveying a sense of futility. He's basically invincible, so Peter's attempts to kill him start to feel pointless and predictable. And, as I said, the Venom fight wraps up a bit too quickly.

Oh, and I do need to say this: Harry's bombs are inconsistent. There's one part where Harry get's hit by one at point-blank range and doesn't die. Considering how easily the explosives rip apart buildings, there's no way that wouldn't have killed him.

The minor character all do great jobs (JJ and the guy at the restaurant cracked me up), but the actual lead characters struggle with their identities and motivations.

In the past two movies, we've seen Parker learn how to use his powers, accept his role as Spiderman, abandon and reclaim his powers, act on his feelings for MJ, and unwittingly reveal his identity to Harry. There aren't many ways in which his character can continue to grow, so perhaps the time was right to change his suite black and force him to explore his dark side. The idea here is that the symbiote that bonds to Peter's suite augments his powers and enhances his aggression. Sometimes this works, other times it doesn't.

Once infected, Peter lashes out a JJ, Eddie, Harry, the Sandman, and his landlord. This makes perfect sense, since he has legitmate reasons to have pent-up agression against these people. Harry tries to kill him at the beginning of the movie, Eddie uses sleazy tactics to try to beat him to a promotion, the Sandman killed his father, JJ has been a thorn in his side for three movies now, and his landlord is just annoying (although he's a bit more three-dimensional this time around). However, it also causes him to become obsessed with women, get an emo-style haircut, and have a drawn-out dance scene to annoy MJ. None of those things seem related to pent-up aggression, and seem more like random weak sketch-comedy routines than symbiote side-effects. They don't fit in the story or develop Peter's character. They're just...odd. Thanks to this, the black suite does more to make Peter weird and less relatable than it does to flush out his dark side.

I do, however, want to give special credit to one scene: Peter (drunk off the black suite) tells Harry that he's a failure and that his father (Norman) never loved him. This is the best part of the movie. This is something that Peter (and the audience) has known for years, and something Peter might realistically be tempted to say if the symbiote augmented his anger and lowered his inhibitions enough. This is what dark Peter should be: a version of Peter whose too angry to avoid saying what's on his mind. He should not be an emo, girl-hounding weirdo with dance scenes. Even with the symbiote that seems out-of-character.

Next up is Harry Osborn. Harry should have been the most interesting character in this movie. He is both Pater's closet friend, and one of Spiderman's foremost haters. Harry's character had plenty of room to grow; he could have become a full-time antagonist for Spiderman, he could have accepted that his father was a villain and reconsiled withPeter, or he could have tried to do a little of both. He does do some of those things, but his actions over the course of the movie are mostly cliched and inconsistent.

Things start off well (and by "well" I mean "theatrically correct" not "pleasantly") when Harry attacks Peter and tries to kill him. Harry has a more legitimate reason to hate Spiderman than the villians of the previous two movies, so the fight feels intense and meaningful. During the fight, Harry suffers a blow to the head which (as All My Circuits would say) "causes him to suffer a case of explosive amnesia." In addition to being cliched, this part feels like a pathetic excuse to reduce Hobgoblin’s screen time and give it to the Sandman. It does help juggle the three villains, I suppose, but the Sandman is a less interesting villain who doesn't need more screen time.

Eventually (and by "eventually" I mean "almost immediately") he snaps out of it and seeks revenge by...trying to win MJ's love! This is where his motivations get jumped and inconsistent. If he'd skipped the first fight scene and said "I don't want to kill Peter, but I do need to get back at him so I'm going to steal his girlfriend" then his plan to win MJ might have seemed more reasonable. Instead, he starts with "I'm mad enough to kill Peter" and then switches to "I'm willing to settle for hoarding in on his girlfriend." Good grief man! Are you out for blood or are you out to be a nuisance? Make up your mind!

In the end, Harry's story arc is resolved when a minor character becomes a deux-ex-machina and fixes everything. None of it feels well thought-out, and the movie misses a huge opportunity to develop Harry as a character. It doesn't feel like he grew or learned anything, just believed one thing and then instantly stopped believing it when the deux-ex told him to. He also comes across as way too much of a mustache-twirling cartoonish villain, especially after he recovers from his amnesia. Harry shouldn't be a diabolical villain, he should be a misguided character who mistakenly believes that Spiderman killed his father; someone the audience both hates and empathizes with. He isn't. He just feel like an idiotic super-villain.

Speaking of MJ, she is a much more plot-central character this time around (though she never quite escapes from her "damsel in distress" scenes), but she hogs too much screen time. Yes, I am glad that the movie takes the time to show her struggling with her career and tries to make her a little more three-dimensional (rather than just "the girl who is Spiderman's love interest"). No, I don't think such a large portion of a movie - especially one already overcrowded with characters - should have been devoted to her. Her motivations get lost in the shuffle too form time to time. At one point she does something for Harry so that he won't hurt Peter. Harry can't hurt Peter! He tried that already and got amnesia! He's not threatening enough to blackmail anyone!

And then there's Eddie/Venom. Venom is the perfect secondary villain (though tertiary villain might be pushing it); he's cool, simple, interesting, has a short backstory, requires almost no character development, and has interesting powers. Knowing this, you can see why the writers thought he didn't need a whole lot of screen time. However, his lack of screen time also causes a few problems: his powers aren't explained - seriously, symbiote copies Spiderman's powers and transfers them to a new host. That's ten seconds of exposition - so people unfamiliar with the comics may wonder how Eddie gets Spiderman's abilities. I was actually under the impression that Venom spins the gooey black stuff his made out of into webbing; a much less interesting explanation. Well, at one point Conners mentions that the symbiote "adapts to traits of its host," but that's way too subtle, and gets drowned-out by emo Peter eating cookies.

Also, Spiderman only has one showdown with Venom. This wouldn't be so bad, except during that confrontation Spiderman discovers Venom's weakness and uses it. It all happens way to fast. There should have been one additional fight where Spiderman doesn't know Venom's weakness, and actually struggles with fending him off.

Eddie himself is alright, but he seems like he's in way too much of a hurry to become a villain. Peter does something bad to him (which he completely deserves), and he instantly leaps to "dear God, please kill Peter Parker." A more gradual transition would have been nice.

Last, and least, we have the Sandman, who I did not like. His backstory is weak, his motivations are uninteresting, and the way in which he gets his powers seems random, underdeveloped, and not well thought-out.
That's not to say he's never fun to watch, he can do some interesting things with his sand powers, which the big-budget special effect make a joy to behold. After a few fights, however, it becomes clear that he's basically invincible. Parker has no way to beat him, so the fights eventually start to convey a sense of futility. I frequently found myself wishing Parker would find some convenient way to get rid of him so the plot would re-focus on Harry and Venom, but the story insists on giving Sandman the most screen time.

In the end, the only reason the Sandman exists is to force Peter to learn a lesson about forgiveness. This is a clear case of writers adding unnecessary elements to a story just to force a moral lesson on viewers. It seems I need to once again quote my old fiction writing professor: "never write a story for a moral, put the moral within the story." I hate it when writers bend their stories to force lessons on their readers (which is why I vomited all over myself when I read the final Sword of Truth book). Sure, the Spiderman movies have always had some ethical tidbits tacked onto them, but up until now the morals weren't overt enough to be problematic.

Don't create an entire arbitrary screen-time-hogging character just to teach Parker (and, by extension, me) about forgiveness. If you must teach me a lesson, do it with subtle background events that don't ruin the story.

On the plus side, I'm currently envisioning a flash movie where the Sandman grabbs Parker and goes "braw! Forgive me! Brawr!" That might be worth making...

It pains me to speak ill of anyone from the Spiderman universe, but the characters are definitely the weakest part of this movie.

You'll love some parts and be bewildered by others. The fight scenes will have you on the edge of your seat, the dance scene will leave you scratching your head. The fight scenes might bring you back for additional screenings, but the story and characters probably won't.

The fight scenes are spectacular, if you can ignore the fact that the Sandman is unfairly invincible. For the most part, all the characters look cool. Venom looks good, Harry's outfit certainly trumps the old Green Goblin's suite, and the black suite looks like the red suite but black. All good.

Like the story, however, the visuals phone in the Sandman. I realize there are only so many ways to animate a man made of sand, but I feel like they could have made him look more interesting. Also, they should have done something to explain why his clothes and locket regenerate along with him. It's simple enough; maybe show the locket regenerating from metal powder, or add in a bit where the Sandman draws in various colors of pulverized rock to regenerate his clothing, or have an amusing aside where he's naked every time he reforms and has to find new clothing (actually that would have perfect, it would have made him the comic relief and given him a little more personality). It would have helped make things feel more realistic - yeah, I know, Sandman isn't ever going to be realistic (nor should he be) but consistency is still nice.

I've always like the music in the Spiderman movies, and I'm happy to report that the third installment uses the same musical style as the previous two.