A film such as Spider-man 3 can be challenging to Spider-man fans of all ranks. There are those who were initially fans of the Spider-man comic books, and have grown accustomed to the stories and situations from that medium. Then, you have those who are more familiar with the first two Spider-man films. Of course, many people cross over into both categories, many of whom were comic fans first and then grew to love the movies. Given this, Spider-man 3 has a lot of people to impress, but what we find is a movie which is in danger of satisfying no one.

Spider-man 3 opens not long after the events of the second film. Now that Mary Jane Watson (Kirsten Dunst) knows that Peter Parker (Tobey Maguire) is Spider-man, they have settled into a more committed relationship and Peter has plans to ask Mary Jane to marry him. But, Mary Jane often feels rejected when Peter rushes off to fight crime as Spider-man. However, Peter is having the time of his life as he's finally with Mary Jane and New York City has embraced Spider-man as a hero.

But, things are not all good. Harry Osborn (James Franco), still convinced that Spider-man killed his father, seeks revenge on Peter. Escaped convict Flint Marko (Thomas Haden Church) stumbles into a research facility and is exposed to an experiment when fuses his body with sand, creating Sandman, a being who can shape-shift at will. A new photographer, Eddie Brock (Topher Grace) begins to steal the spotlight from Peter at The Daily Bugle. Strangest of all, a gooey, black substance which came from a meteorite has made it's way to Peter's apartment. It attaches itself to Peter, causes his Spider-man outfit to turn black. This new black suit gives Peter additional strength, but it also causes him to be violent and spiteful. Mary Jane notes this change in Peter and it disturbs her. All of these factors will coalesce in a story which has Spider-man facing off against three villains, and Peter Parker fighting for self-control.

Let's get the big statements out of the way. Spider-man 3 is a let-down and is the weakest film of the series. Also, if this is the end of a planned trilogy, then the filmmakers certainly went out on a weak note.

The problems with the film are many, but easily identifiable. The main is that Sam Raimi and co. simply bit off more than they could chew...in a single movie anyway. Those who aren't familiar with comic books may not know that many (especially Spider-man) carry soap-opera-like stories with many subplots which overlap. This is hard enough to do in the monthly format of a book which has been around for years, and it's foolish to attempt the same in a 139 minute movie. The first two Spider-man films were convoluted enough with only one villain. The inclusion of three in this movie only makes things more muddled. (Didn't the Batman movies teach us anything about multiple villains?) Throw in the relationship issues between Peter and Mary Jane and you've got too much plot for one movie.

This results in a movie which doesn't know what it wants to be or which story it's telling from one moment to the next. We get a lot of Sandman's story towards the beginning of the film and then he disappears until the final reel. Spider-man 3 wants us to feel a love triangle between Peter, Mary Jane, and Gwen Stacy (Bryce Dallas Howard), but Gwen is in the film so little that it's hard to read the movie this way. (Long-time Spider-man fans will be further befuddled by the fact that the Gwen Stacy storyline was woven into Spider-man) The movie gets so caught up in balancing these stories, that during the last 1/3, I got the feeling that Raimi suddenly said, "Oh, they came here to see super-hero action. I guess we should give them some."

And then we have the story of Venom. I'm a life-long Spider-man fan (I can still remember getting the comics at the grocery store as a child.), and I think that Venom is one of the most creative characters in literature. Yes, I said literature. Portraying the origin of Venom that was featured in the comics would be impossible. I was hoping that Spider-man 3 would use the same story that was used in the Spider-man cartoon from the early 90s. (And according to a quote from the special features, it was considered.) But, they decided to have Venom come to earth on a meteorite. Seriously? What is this, The Blob? I was stymied by this notion. I must admit that the complicated way in which Eddie Brock becomes Venom was streamlined in a palatable way, but once the transformation takes place, Venom doesn't get enough screen-time.

The movie reaches a low-point during the dance number. Really? A dance number in a Spider-man movie? As someone who's followed Sam Raimi's career and knows his tastes, I can't say that I was completely surprised by it, but I can't begin to imagine how a general audience took those scenes. Personally, I was offended by the fact that it was the black suit which caused him to dance. That's incredibly racist.

Perhaps I'm being too hard on Spider-man 3, as the movie isn't all bad. The special effects are very good and the mid-air fight between Peter and the Goblin is mind-blowing. The scenes with J. Jonah Jameson (J.K. Simmons) and his stuff are as delightful as ever. It's always great to see Spider-man in action, and as Venom is my favorite character, I suppose I'm happy that he finally made it into a movie. But the movie's attempts to match the pathos of Spider-man 2 fall flat and the action scenes, while visually impressive, aren't very stirring. You'd be a fool to think that some sort of Spider-man 4 wasn't inevitable, so let's hope that it has a stronger script.

Spider-man 3 swings onto Blu-ray Disc courtesy of Sony Pictures Home Entertainment. The video transfer is 1080p HD AVC and the film is letterboxed at 2.35:1. The transfer looks stellar, as the image is very sharp and clear. There is no notable grain here and no defects from the source material. The colors are very good, with the standout being Spider-man's suit. The dark scenes are never overly dark, something which has plagued the earlier films in the series. The daytime scenes, most notably the Spider-man celebration scene, has a very nice sense of depth. I didn't note any distracting artifacting or video noise here. The disc has two English audio tracks. The first is an uncompressed linear PCM 5.1 track which runs at 4.6 Mbps. The second is a Dolby TrueHD 5.1 track which runs at an average of 3.5 Mbps. Of the scenes that I sampled back-to-back, I didn't notice a great deal of difference between the two tracks, save for the fact that the PCM track is somewhat louder and shows off more details in the front channels. Otherwise, both tracks provide crystal clear dialogue and sound effects. The surround sound is excellent, especially during the action sequences and the subwoofer effects add presence to the explosions and the punches thrown by Sandman. If the scream from Venom which comes from the rear speakers makes you jump the same way that I did, then you'll think that the audio here is good as well.

The extra features for Spider-man 3 are spread across two discs. Disc 1 features two AUDIO COMMENTARIES. The "Director and Cast Commentary" featrues Sam Raimi, Tobey Maguire, James Franco, Bryce Dallas Howard, Thomas Haden Church, Topher Grace, and Kirsten Dunst. The "Filmmaker's Commentary" has producer Avi Arad, producer Laura Ziskin, editor Bob Murawski, producer Grant Curtis, and visual effects supervisor Scott Stokdyk. There are 7 minutes of "Bloopers". There are five "Galleries" -- Director & Cast, Paintings, Sculptures, Special Effects, Sketches (one photo shows a statue of Venom which looks more like the comic book version). The last extras is a MUSIC VIDEO for the song "Signal Fire" by Snow Patrol.

The remainder of the extras are found Disc 2. "Grains of Sand: Building Sandman" (14 minutes) offers an overview of the character, including comments from Stan Lee. Thomas Haden Church talks about casting. We then get a look at how the character was designed and the creation of Sandman in the computer. "Re-imagining the Goblin" (11 minutes) gives an updated look at the character and where he is in the third film. Then there is a discussion of the creation of the Goblin's new look. "Covered in Black: Creating Venom" (16 minutes) gives us a very generalized view of the character from the comics. (It would probably take an entire Blu-ray Disc to describe Venom's origin.) There is more emphasis on the challenge of creating the symbiote "goo". We also see Topher Grace being placed in the Venom makeup. "Hanging On...Gwen Stacy and the Collapsing Floor" (10 minutes) offers a detailed look at the scene in which Spider-man must rescue Gwen. We see the mixture of a real stage on hydraulics, stunt work and blue screen. "Fighting, Flying, and Driving: The Stunts" (19 minutes) Scott Rogers stunt coordinator, Dan Bradley 2nd Unit Director/stunt coordinator, in-depth look at major action scenes in film. Lots of behind-the-scenes footage of preparations, wire-work, etc. "Tangled Web: The Love Triangles of Spider-man 3" (9 minutes) Raimi and actors comment on characters in movie. "Wall of Water" (7 minutes) offers a closer look at the fight scene between Spider-man and Sandman, including the flooding of a set. "Inside the Editing Room" (4 minutes) Raimi and Bob Murawski discuss the editing process and the use of animatics. "The Science of Sound" (16 minutes) with comments from composer Chris Young, who talks about music. Supervising sound editor Kevin O'Connell describes how a sound mix is done. We get a look at the involved nature of the sound design. We get a glimpse of location shooting in "New York: From Rooftops to Backstreets" (13 minutes). "Cleveland: The Chase on Euclid Avenue" (7 minutes) shows how Cleveland was used as a double for New York in a car-chase scene.

Sony Pictures Home Entertainment is releasing Spider-man 3 on Blu-ray Disc (and on DVD as well with the same extras) individually, or as part of a boxed set called, "Spider-man: The High Definition Trilogy", which includes Spider-man and Spider-man 2 on Blu-ray. Spider-man has a 1080p HD AVC transfer and the film is letterboxed at 1.85:1. The image shows some grain in the daytime scenes, but the colors look good. But, the scenes in the film which has always looked dark on home video, such as the scene right before the famous upside-down kiss, still look very dark here. The audio is a Dolby TrueHD 5.1 track which averages 2.0 Mbps. The audio is solid, bringing clear dialogue and sound effects. The surround sound effects are strong, as is the bass. The Spider-man 2 Blu-ray disc contains both the theatrical cut of the film and the cut known as Spider-man 2.1 which runs some 8 minutes longer. The viewer is given the choice of which version to watch. The video is a 1080p HD AVC transfer and the film is letterboxed at 2.35:1. The image here is very clear during the daytime scenes and the nighttime shots are not overly dark. The colors look fantastic. The Dolby TrueHD 5.1 audio track provides excellent surround sound and bass. Simply go to the Doctor Octopus surgery scene to experience the very nice sound separation offered here. Neither the Spider-man or Spider-man 2 Blu-ray Discs have any extra features, but I guess it's nice enough to have them in High-def.