A continuing fight with his best friend, startling revelations about the death of his beloved Uncle Ben, and relationship troubles push Peter through a wide gamut of feelings from guilt to shame to fear, and eventually, to rage. The talented Maguire expressed this wide range effortlessly and believably.

The acting throughout Spider-Man 3 achieves a quality not present in the previous movies. Franco and especially Dunst are obviously comfortable in their roles. Oscar-nominated Thomas Haden Church expertly plays the conflicted, yet simple-minded Sandman. As the deranged Venom, Topher Grace displays previously unseen acting skills. Bruce Campbell's memorable portrayal of a stereotypical farcical French host in an upscale French restaurant offered a much-needed moment of levity.

Unlike the previous chapters, Christopher Young replaces Danny Elfman as the original score composer. Young lacks his predecessor's expertise with super-hero and strange cinema. At times the music jars and lacks fluidity.

With three villains, the plot and the screen sometimes seem cluttered. The Sandman/Uncle Ben subplot feels recycled and beyond offering some really snazzy special effects, it adds little to the film.

The first two Spider-Man installments established new standards in super-hero movie storytelling, thrilling audiences with superior special effects, riveting storytelling, and quality acting, all while staying true to the source material. Ultimately Raimi, who has claimed this will be his last Spider-Man picture, rose to the challenge successfully resolving all dangling plot threads and storylines satisfactorily. Spider-Man 3 is an excellent addition to an amazing movie series.