This film is deeply flawed in certain ways. It's much more convoluted than its predecessors, and nowhere near as cohesive. It seems like Sam has tried to fit too much into the film. Three villains as well as Peter's own inner demons, tension with MJ, problems at the Bugle...how much can one superhero handle? Sure, everyone has their own part to play...but introducing all those new characters, and having their individual arcs play out to a satisfying extent - it's a big job, and one that doesn't quite pay off - or, at least, pays off at the expense of smooth narrative flow. We end up with some terribly clunky lines of expository dialogue – such as Eddie Brock's line to Chief Stacy, which goes something like 'I'm the new photographer at the Bugle...oh, and I'm dating your daughter' - that will make you spit goo in annoyance (or, whatever it is you do when you're annoyed - I spit goo) The many mental/emotional shifts Harry (poor, poor Harry) goes through are handled in a pretty ham-fisted way, too. I can see what Sam is trying to do...but it just seems a bit...well, the word 'clunky' keeps coming to mind. There are also a couple of very 'sequelly' bits, which seem a little inconsistent with the other films. I'm not talking about the whole 'Flint-Marko-killed-Uncle-Ben' thing – that was actually handled surprisingly well. The most memorable example of what I mean is Bernard's little word in Harry's ear concerning Norman's cause of death. Umm...so, why couldn't he have mentioned it EARLIER?! Like, y'know, at the start of Spidey 2 for instance! It would have saved Harry a LOT of grief - not to mention Pete and MJ.

Narrative flaws and rough edges aside, however, this succeeds in being far-and-away the most entertaining film of the three, based purely on action and laughs. It is the darkest, the most action-packed, and by far the FUNNIEST Spider-Man yet. This, I suppose, is the upshot of Sam Raimi himself writing the screenplay (with brother and Army of Darkness co-scribe Ivan). The sequence in which Peter turns into the lamest bad-boy in history is a total crack-up. The looks on the faces of the 'laydeez' as he struts along the street like a nerdy, emo-midget Travolta are absolutely priceless.

The chase/fight sequence between Peter and Gobby Jr. is brilliant. We fly and fall through the air, not knowing which way is up half the time. Only Sam Raimi could disorient an audience to that extent while still allowing us to keep up with what's going on - AND manage to inject the scene with such style, humour and gravity, all at the same time.

Both Sandman and Venom are great to watch. Yes, the special effects are awesome, but it mainly comes down to the fact that both characters are so well cast (no surprise really, given the casting in the previous films). Thomas Haden Church (a very BUFF Thomas Haden Church, I might add) brings real humanity to Flint Marko. We actually empathise with him. Topher Grace is great, too. He has fantastic comic timing, and gives us a very slick, smarmy, but perversely likable Eddie/Venom. He gets some of the best lines (as well as some of the worst).

The established cast are all as good as ever, and have now grown nicely into their roles. They all seem comfortable, with the possible exception of James Franco - just because his character has been messed with a bit. But he does a good job considering.

And then there's Gwen.

Bryce Dallas Howard.

(*Sighs*)

Nothing much to say, really.

I suppose I could say that Gwen would never make it as a model, because she's far too healthy-looking and altogether too attractive.

But that might be a little cynical of me.

Bryce has a big future in movies. She's a very capable actor, and is obviously extremely photogenic. She just needs to stop doing bad M. Night Shyamalan films. And keep doing good Sam Raimi ones.

Speaking of capable, extremely photogenic actors who keep doing Sam Raimi movies, it's good to see Bruce Campbell in a slightly more memorable part this time. I'd never imagined him playing a cheesy French Maitre'D, but he gives a hilarious turn in a classic scene.

Yes, this film has problems, but if you just sit back and soak it up, they don't really matter that much. The movie looks great, will make you laugh, and will thrill you as well as move you.

Possibly.

I can't really speak for everyone. I mean, you might be one of those unfortunate people without a soul.

But I love it, in spite of its flaws, and I still think Sam Raimi is one of the best high-profile directors in Hollywood - because he's all about having fun. And that's what it all comes down to with Spider-Man 3.

Fun.