SPIDER-MAN 3 is Sam Raimi’s most financially successful movie to date, having raked in $894 million at the worldwide box office. That’s about 41 ARMY OF DARKNESSes. But it’s also his first (and only?) infamous movie. Looking back at the reviews surprised me – they were more positive than I remembered. But it almost immediately became one of those movies that the conventional wisdom decides is bad, and that reputation has stuck. Remember how I showed you all those articles declaring SPIDER-MAN 2 the best super hero movie ever? Well, a list on Comic Basics ranks part 3 as the #4 “Worst Superhero Movie That Hollywood has Ever Puked Up,” Goliath ranked it #5 “Most Terrible Superhero Film,” the much more thorough Comic Vine calculated it as #53 “Worst Superhero Movie,” but that means they consider it worse than GREEN LANTERN. In recent years, C-Net, Business Insider, comicbook.com, Complex and Gizmodo all included it on lists of the worst superhero/comic book movies. If it’s ever mentioned positively, it’s in the context of defending it,with the understanding that it’s an uphill battle (for example Sandy Schaefer’s 2020 Screen Rant piece “Is Spider-Man 3 Actually Bad? Why Marvel Fans Hate It So Much.”)
Of course, you know how I am. I always kinda liked it. In my review at the time I said it was “more flawed than Part 1 or Part 2. But not by much,” and concluded, “This movie is worse than the other two in some ways and better in other ways. Lots of interesting characters, great action scenes, good emotional climax, some sloppy writing and a weird tangent for the history books.“
Watching it now, I still like what I always liked, and not a single one of the things I used to dislike bothers me anymore. In fact, what seemed like its big weakness at the time – the hurried, three-villained plot – now makes it feel refreshingly different from other comic book movies, and honestly more faithful to these stories as they once existed in their original medium.
I’m not saying that was necessarily intentional. This is the only one where Raimi and his brother/DARKMAN-co-writer Ivan received writing credit (alongside returning Alvin Sargent), and he said at the time that their script was originally about Peter, Mary Jane, Harry and Sandman. But producer Avi Arad (CEO of the toy company Toy Biz, who had taken over Marvel after bankruptcy and was the chief creative officer of Marvel Studios pre-MCU) convinced him he was too concentrated on the ’70s villains, and should add in the most popular ‘90s one, Venom, “to make some of the real die hard fans of Spider-Man finally happy,” as Raimi put it. Whoops. Instead, most fans of the character seemed to think he wasn’t done justice, non-fans got to that part of the movie and said “Huh?,” and everyone agreed that Raimi wasn’t as invested in that character as he was the others.
But he really is invested in the others. I love SPIDER-MAN 3 for being goofier than the previous chapters and even more grounded with genuine heart, paying off the established relationships and teaching Peter new lessons through both his mistakes and his encounters with the new villain Sandman.
Like part 2, part 3 begins by showing us the results of Peter’s decisions at the end of the previous chapter. Now that he’s decided he can be Spider-Man and Mary Jane’s boyfriend he seems much happier. The city is peaceful, the newspapers finally love Spider-Man, he’s showing up to class on time, and even Mary Jane’s plays, sitting there with a big smile on his face telling the people next to him “That’s my girlfriend!” like the unapologetic dork he is. There are still people picking on him, like a guy who cleverly reflects light in his eyes to trick him into raising his hand in class, but he doesn’t seem bothered by it.
The one thing is he can’t get Harry to talk to him. And then we see Harry at home in an evil lab filled with Green Goblin masks, walking around in boxer briefs breathing green vapors. Oh well, I’m sure it’s nothing.
Peter’s still hiding his secret identity from everyone who doesn’t already know it, but it seems in this new balanced lifestyle he’s relaxed enough to fly his freak flag high. For example he brings M.J. to the park and just builds a huge web (out of costume, we gotta assume) for them to lay on and watch a meteor shower. Because they’re making out they don’t notice that one of the meteorites crashes near them and some shiny black space slime climbs out and attaches to the license plate on his scooter. Oh well, I’m sure that’s also nothing.
Oh, here we go. Here’s something. A guy hiding in the shadows of a dark alley, wearing an orange jumpsuit. That means an escaped convict is loose! His name is Flint Marko and he’s played by Thomas Haden Church (TALES FROM THE CRYPT: DEMON KNIGHT), looking uncannily like a big, brick-fisted lug from an old comic strip. He sneaks away from a nosy patrol car and climbs up a fire escape into the window of an apartment where there’s an innocent little asleep. A sick one, we can tell, because she has an oxygen tank.
Oh no, don’t harm her! And then oh wait, we realize. He’s not breaking in – this is his daughter Penny (Perla Haney-Jardine – B.B. from KILL BILL!). He leaves her the stack of letters he wrote to her that the prison never delivered, changes into a striped shirt that makes him look even more like an old timey palooka, and is thrown out by his wife (Theresa Russell, WILD THINGS).
“I’m not a bad person,” he tells her. “Just had bad luck.” Well, it’s about to get worse, pal.
Peter goes to Aunt May late at night and tells her he wants to marry M.J. They have a nice talk and she decides to give him the ring Ben gave her. I like that in the middle of this outlandish movie there’s such a heartfelt scene between these two. Aunt May didn’t expect him, and is wearing an old nightgown like she was about to go to bed. There’s something that rings very true about it to me, this time when the kid has grown up and is on his own and now has a little different relationship with the older relatives. They’re happy to see each other and talk about important things in their lives.
I like how this one emphasizes Peter not having alot of money. We really see how small his apartment is, with a bathroom sink right next to the front door (which gets stuck easily), and he has to use a pay phone in the hall to make his calls. We see him eyeing an engagement ring in a window, and aren’t sure he could ever afford it, so Aunt May giving him the ring is as much a relief as it is a touching gesture.
Then a huge action set piece just sneaks up behind him out of the blue. We get another great cluelessly-riding-his-scooter shot as Harry flies in on a snowboard style Green Goblin glider, grabs him and carries him up into the sky to beat the shit out of him. So we get Peter in suit and tie swinging above the city, shooting web blobs at Harry, getting smashed into a brick wall, crawling on a chunk of falling brick, getting dragged along and banged against a row of buildings, stuff like that.
Shit gets even more real when he’s thrown right through the corner of an office building and drops Aunt May’s ring. The battle briefly becomes about trying to catch it as it falls.
I remember feeling at the time that there was an artificial green screen sort of look to this sequence, and that it didn’t matter because Raimi’s action chops are so strong. And I was right. This is a great sequence of momentum and suspense. Once the priceless family heirloom is secure, Peter leads Harry on a chase through a narrow space between two rows of buildings and eventually distracts him enough to trick him into crashing into a web, knocking him to the pavement. Then it immediately becomes about Peter trying to revive Harry with CPR.
What happens next is kind of hilarious and also a sign that Peter is gonna start fucking everything up. Harry wakes up in the hospital with short term memory loss, not remembering that Peter is his enemy, even making it clear that he doesn’t remember what happened with his dad. So Peter just goes along with it and walks out of there with a smile on his face like hey man, it’s my lucky day, everything is fixed now.
Green Goblin and Dr. Octopus were scientific geniuses turned into monsters and villains by their own dangerous experiments. Flint Marko is a regular joe who becomes Sandman by coincidence – he climbs over a fence running from the cops and happens to fall into a pit where a super-collider experiment is taking place. I hate when that happens! Raimi and Bill Pope, being Raimi and Bill Pope, launch the camera into Marko’s fingertip, inside his cellular structure as it mutates, and then pull back out as his fingers and then the rest of him turn to sand and blow away. His head dissolves from the back forward so that his screaming mouth is the last part to disappear.
But later he re-forms from the sand – a very well done scene where the camera rotates around him as the grains of sand struggle to hold together a human shape. He finds his locket with a photo of his daughter and it reminds him of his humanity, just as possessed Ash did when he found Linda’s locket. So he manages to become human-like, and then to walk. Then he learns to mimic skin and fabric, a T-1000 made of sand. So he’s a shapeshifter who can become Marko or (when needed) turn into a giant hand or a sand Hulk or things like that.
Peter may be happy now, but Mary Jane’s having problems. She’s upset about getting poor reviews for her performance, and then about getting fired. Peter keeps not being there for her, or upsetting her more when she tries to talk to him because he compares everything to being Spider-Man. Worse, in the middle of her opening up to him he has to run off for another coincidence-laden Spider-Man job – the floor of an office building collapsing from a crane accident. A woman he saves, Gwen Stacy (Bryce Dallas Howard, LADY IN THE WATER) happens to be a friend from science class, her police chief father (James Cromwell, SPECIES II) happens to be on the ground when it happens, and so does her boyfriend Eddie Brock (Topher Grace, TRAFFIC), who happens to be competing for Peter’s job as photographer at the Daily Bugle.
Peter really fucks up later when he’s given the key to the city by Gwen and gets wrapped up in the adulation, swinging in high-fiving people, and getting Gwen to “lay one on” him when the crowd chants for her to, because “they’ll love it!” Re-enacting the upside down kiss with just some girl from class. Let me tell you, there are at least two people in the crowd who do not love it, for different reasons.
Then the next day this dummy, completely oblivious to how M.J. is feeling about all this, decides it’s time to propose to her! He uses her getting a role in a Broadway musical as the excuse to take her to a fancy French restaurant, not knowing she’s been replaced. He doesn’t pick up that she’s upset and tells her “I know exactly how you feel,” then starts bragging about how popular Spider-Man is as a comparison to her situation. Things get even worse when Gwen happens to be there and comes over to say hi. It turns out he never mentioned to M.J. that he knew the lady he rescued and then kissed in public. And why would he not mention that? Is there something he’s hiding? So Mary Jane leaves before he can propose.
As wrenching as this scene is, Raimi makes it really funny by giving Bruce Campbell his biggest role in the trilogy as the maitre ‘d who Pete arranges with to bring out champagne with the engagement ring in it. It’s a whole comedy routine where he keeps thinking Pete is signaling him and then realizing that he’s not. Bruce even got his name in the opening credits this time!
When Spider-Man first fights him, Sandman is robbing an armored car to pay for his daughter’s surgery. He tells Spidey he doesn’t want to hurt him, but Spidey makes his cocky little wisecracks, and now he seems like such an asshole. He has a great line afterwards though:
Later the police tell Peter and Aunt May that they’ve determined this guy named Flint Marko who escaped from Rikers was involved in Uncle Ben’s carjacking and actually the one who shot him, not the guy who Spider-Man kinda sorta killed. Which means Peter isn’t as responsible for his uncle’s death as he thought, but also leaves him wanting revenge again. Mary Jane, being a good person, hears about the revelation and goes to be there for him despite everything and he says “I’m fine. I don’t need your help.”
Oh yeah, but remember when that blob of space goo hitched a ride on his scooter? That finally comes up again. It crawls on him while he’s asleep, covers his face, and he wakes up on the side of a building feeling extra-powerful and wearing a cool all black Spidey suit. All the better to avenge you with, Flint Marko! In the new suit he starts to do things he wouldn’t normally do, like breaking Eddie Brock’s camera and saying, “See ya, chump!” or turning Marko into mud, thinking it will kill him. Worse, he combs his bangs down and starts being kind of rude.
Okay, let’s get to the part people hate. According to Dr. Connors, the Venom symbiote “amplifies characteristics of its host. Especially aggression,” so it brings out the worst in Peter, like his vengefulness and his ego. It makes him act like a bully after Harry gets his memory back and resumes hostilities.
And notoriously, amazingly, this leads to a scene (set to James Brown’s “People Get Up and Drive Your Funky Soul” from the SLAUGHTER’S BIG RIP-OFF soundtrack) where Peter, with his bangs down and his collar up, struts down the street like Tony Manero, snaps and makes finger guns at attractive women, hits on Betty Brant, buys a black suit (regular, not Spider-Man), brings Gwen to The Jazz Room, where M.J. works as a singing waitress, calls the hostess “hot legs,” interrupts M.J.s song with an unauthorized piano solo, runs across the bar, swings on the chandelier (swiping someone’s martini, guzzling it in the air and tossing the glass to someone else) and does a dance number, aggressively eyeing M.J. while dipping Gwen.
(Choreographer: Marguerite Pomerhn Derricks, SHOWGIRLS, AUSTIN POWERS trilogy, CHARLIE’S ANGELS.)
I distinctly remember thinking, “Holy shit, Sam Raimi is trying to get fired from Spider-Man,” as memorialized in my original review. I wrote then that “I can see why most people would hate [this scene], but it was so ridiculous and so ‘what the fuck’ that I think I sort of liked it. You really need an evil piano solo to keep the audience on their toes.” Watching it now I would adjust that opinion: I think all the “evil Peter Parker” sequences, and especially this one, are really fuckin funny, and I love them. That Arad wanted Raimi to deliver for the fans who loved the anti-hero edginess of Venom, and Raimi instead gave them a corrupted Peter who boogies for the wrong reasons, is only the cherry on top. I think there actually is a darkness under the silliness, from Peter being such an asshole to M.J. in this specific way, even before he ends the scene getting in a fight with security and knocking M.J. to the ground (causing him to finally recognize his Venom problem).
(Note: There’s an earlier scene where Mary Jane and Harry have a fun day making omelettes and doing the twist, so there’s a fair balance between evil and non-evil dancing in the picture.)
In a way, the Venom is like the money in A SIMPLE PLAN. Just knowing that power is within their grasp makes people do stupid shit they never would’ve imagined they were capable of. Eddie Brock is a prick, an annoying schmoozer and someone willing to Photoshop one of Pete’s old photos as a new one in order to steal his job. That’s shitty. But even yesterday there’s no way he imagined he was a person who would team up with Sandman to kidnap Mary Jane inside a cab and hang it off of a building as a trap to kill Spider-Man. That’s pretty extreme behavior, you know? And yet here we are. He sees Peter escaping from the infected suit so he swoops in and lets it bond with him.
Then the plot suddenly hits the gas.
Instead of showing the whole kidnapping, it cuts straight to a TV news broadcast explaining what’s going on. This rapid escalation seemed crazy compared to other comic book movies of the time, and also compared to today’s comic book movies, and it’s definitely a wilder tone than the previous SPIDER-MANs. I respect it! And I love that he Charlotte’s-Webs a giant message to Spider-Man in the ‘90s animated series font.
In the days before cinematic universes, when a villain usually got one film with an origin, an evil plot and a death, any comic book movie with three (or sometimes two) villains was widely complained about for having too many. It’s certainly awkward the way they kind of jam these ones together. But also, that’s what many and maybe most comic books were like at one time. So especially as time passes I think the berserkness on display here is a positive feature. It gives it a tone that’s distinct. I also think it’s a more exciting and memorable action climax than plenty of the very good modern comic book movies that devolve into what we think of as CG battles at the end (even though there’s plenty of computers chugging away here as well). I love the way Peter notices Venom reacting to sound and defeats him with the vibrations of metal poles. I love that Harry decides to come with his Green Goblin shit and help save the day. And mostly I love that the finale is all about Marko telling his version of Uncle Ben’s death. “I’m not asking you to forgive me. I just want you to understand.” And Peter actually acknowledges that he himself has “done terrible things too” before saying he does indeed forgive him.
In an interview on Super Hero Hype, Raimi explained part 3’s theme like this:
“He considers himself a hero and a sinless person versus these villains that he nabs. We felt it would be a great thing for him to learn a little less black and white view of life and that’s he not above these people. He’s not just the hero and they’re not just the villains. They were all human beings and that he himself might have some sin within him and that other human beings, the ones he calls criminals, have some humanity within them and that the best we can do in this world is to not strive for vengeance, but for forgiveness.”
I think this is a genuine progression, going further than just “great responsibility,” and weaving together Sandman’s story, Uncle Ben’s story, and Harry’s story (since he and Peter also have to forgive each other). And it makes a perfect ending to what turned out to be a trilogy.
Usually when I discuss SPIDER-MAN 3 with people it means I have to defend it, so we focus on the controversial aspects. Therefore I feel like not enough attention has been paid to the character of Flint Marko and the performance of Church. The other villains in the series are two rich scientific geniuses, a rich son of a scientific genius, and a douchey bleach blond scammer dating the police chief’s daughter. Marko is the only one who has had a hard life before turning into a monster, who isn’t full of himself, and who commits his crimes reluctantly. He doesn’t skeletonize anybody, and he’s not endangering the city or the world, he’s not looking for power or glory, he really is just John Q out here trying desperately to get his daughter something the American system really ought to – but absolutely does not – provide for her.
And the movie happens to have been made during a tiny window when the perfect guy to play that type of character was hot enough for a studio blockbuster. Between SPIDER-MAN 2 casting Molina off of FRIDA and this one casting Church off of SIDEWAYS, I think Raimi is the one who kicked off the now longstanding tradition of comic book movies plucking actors from the awards circuit. Church was most associated with the sitcoms Wings and Ned and Stacey until co-starring in SIDEWAYS, which earned him Oscar, Golden Globe and SAG nominations, and wins from the Independent Spirit Awards and a whole bunch of critics groups. Still, most of the movie roles he got were comedies or voice roles. Only SPIDER-MAN 3 really took advantage of his unique physical presence and his ability to convey a damaged guy working to get by. So hats off to Flint Marko and Thomas Haden Church.
Even among people who hate the movie, I think few would dispute that it’s up to snuff on technical levels. Part 2’s stunt coordinators Dan Bradley and Scott Rogers returned, along with fight choreographer Clint Cadinha, doing more great work. After winning an Oscar for SPIDER-MAN 2, John Dykstra decided not to come back as visual effects supervisor, so the job went to Scott Stokdyk (who had worked under him on the others). He had done 3D animation on the terrible home video MORTAL KOMBAT: THE JOURNEY BEGINS but also was digital effects supervisor of HOLLOW MAN. He went on to supervise VALERIAN AND THE CITY OF A THOUSAND PLANETS, so obviously he knows what he’s doing. I guess people would disparage the design of Venom, but his execution of complex FX action is obviously impressive.
As mentioned in the previous review, Danny Elfman said he had a miserable time working on part 2 and refused to come back for 3. Christopher Young (AVENGING ANGEL, BARBARIAN QUEEN I & II, A NIGHTMARE ON ELM STREET 2: FREDDY’S REVENGE, INVADERS FROM MARS, HELLRAISER I and II, THE FLY II, RAPID FIRE, THE DARK HALF, TALES FROM THE HOOD, SPECIES, VIRTUOSITY, SET IT OFF, HARD RAIN, SWORDFISH, GHOST RIDER), who had done THE GIFT and a few parts in SPIDER-MAN 2 for Raimi, took over, though he reworked many of Elfman’s themes from the previous films rather than reinventing the wheel. I’m not sure his score is as good, but it works.
The Raimi visual style manifests itself mostly in the flying cameras – I don’t think there’s much in the way of cool transitions and montages. I’d say the most EVIL DEAD moment is a POV of the blob of Venom crawling across Peter’s apartment floor, reminding me of the Ash’s severed hand POV. Then there’s a great gimmick that we see its attack on Peter as an animated shadow on the wall, first forming the shape of a monstrous face, then a hand that reaches into him.
Though it kind of seems like the dance number did get Raimi fired from SPIDER-MAN, it turns out he wasn’t trying for that, because he did do some work on a planned part 4. He had a script written by James Vanderbilt (ZODIAC) rewritten by Pulitzer Prize winning playwright David Lindsay-Abaire and then by Gary Ross (PLEASANTVILLE). He worked on storyboards and sketches. John Malkovich was in talks to play the villain Vulture, and Anne Hathaway as Black Cat.
As late as summer 2009, Raimi was saying in interviews that he’d start filming in February. But he ended up quitting before then, unable to come up with a script he was happy with. Luckily, those two years of development weren’t a waste, because he’d gone off to direct a smaller movie from a script he’d written with his brother years earlier. We weren’t gonna get anymore SPIDER-MAN movies from him, but that’s okay, because we were gonna get at least one more horror movie.