Reviewed by Maitland McDonagh

Director/cowriter Sam Raimi (with his brother, Ivan, and veteran screenwriter Alvin Sargent) continues to get it right in the third installment of the hugely successful SPIDER-MAN franchise. Raimi and company deftly balance spectacle and character-based drama, occasionally tweaking the comic-book mythology but always respecting creator Stan Lee's idea that costumed crime-fighter Peter Parker's life as Spider-Man isn't all derring-do and public accolades. He's not insulated by wealth like Batman Bruce Wayne. He's not even an adult like Superman Clark Kent. Parker is a good-natured, vulnerable kid from Queens who had greatness thrust upon him and pays a real price — not once, but repeatedly — for stepping up and accepting the responsibilities his powers confer. And Raimi does it without letting the movies get bogged down in gloomy navel-gazing or pretentious allegory.

When it opens, Parker (Tobey Maguire) is riding high: Everyone — OK, everyone but irascible "Daily Bugle" editor J. Jonah Jameson (J.K. Simmons) — loves Spider-Man. His girlfriend, Mary Jane Watson (Kirsten Dunst), has the lead in her first Broadway play, and he's going to ask her to marry him. Aunt May (Rosemary Harris) has given her blessing in the form of the engagement ring her late husband, beloved Uncle Ben (Cliff Robertson), gave her when he proposed 50 years ago. And a fortuitous accident robs Peter's former best friend, Harry Osborne (James Franco) of his recent memory; Harry no longer remembers that he swore to avenge his late father, supervillain Green Goblin (Willem Dafoe), who died at Spider-Man's hand. So naturally, the other shoe has to drop. Mary Jane is replaced after opening night, and her misery — compounded by the fact that Peter's so busy saving everyone from everything that he has no time for her — derails his efforts to propose. The police announce that they arrested the wrong man for killing Uncle Ben; the real murderer, petty crook Flint Marko (Thomas Haden Church), has just broken out of prison. Slick hustler Eddie Brock (Topher Grace) is trying to steal Peter's freelance photography gig at the "Bugle." And an alien symbiont has wormed its way into his DNA, sniffing out every selfish, spiteful, arrogant impulse Peter's innate decency ever suppressed and magnifying it a thousandfold. With hair and costume turned an ominous, inky black, Spider-Man becomes the very dangerous vigilante Jameson always said he was, and Peter becomes an egocentric jerk. Meanwhile, Marko is accidentally demolecularized and reconstituted as Sandman, a human dust-devil who promptly embarks on the inevitable crime spree ("Where do these guys come from?" Peter marvels), while Harry remembers that he assumed the mantle of Green Goblin after his dad's death and thus gets back to the business of ruining Peter's life.

SPIDER-MAN 3 is crammed with goodies, including three villains and one hero with dual identities (it's hardly a spoiler to reveal that the symbiont eventually finds a new host with none of Peter's ambivalence about slipping into darkness), while making room for Aunt May's gentle lecture about the sacrifices on which good marriages are built. But Raimi's real gift is for shifting seamlessly from comedy — such as Peter's show-stopping transformation into a smug, hip-swiveling swinger whose wild-and-crazy-guy antics spring from a deep well of callous indifference to the pain of others — to full-out action and beautifully modulated melodrama. When Ang Lee, an equally fine director with a deep appreciation of pulp fiction (witness CROUCHING TIGER, HIDDEN DRAGON), can't tease half as much texture out of THE HULK (2003), it's time to give the fanboy his due.