BY: HEATHER C

At least it wasn't as bad as X3, but that's not saying much. Warning: Contains major spoilers!

Less than twenty minutes into Sam Raimi's latest installment in the "Spider-Man" film franchise, it's obvious that something is amiss in Peter Parker's universe. Sure, there's actress-girlfriend Mary Jane slouching and pouting her way through every conversation, and  the inconvenience of former BFF Harry doing his damndest to splatter Peter on the side of a building. But this nagging feeling originates from a place normally stirred during a Nicolas Cage movie: was the acting always this bad? Then: What the hell, Raimi?

I enjoyed the first two "Spider-Man" films. As superhero movies go, they're arguably near the top of the adaptation heap, free of the excessive cheese that drips from lesser forays to the big screen (I'm looking at you, "Fantastic Four") and, of course, Nicolas Cage. Even the scenery-chewing Green Goblin was tolerable due to being played by Willem Dafoe, who - like Christopher Walken, Udo Kier, and James Spader - seems to give anything he's in that extra shot of camp cache. But the affability and poignancy of the first two volumes is nowhere to be found in "Spider-Man 3." Instead the audience is treated to over two hours of numbing boredom, forced humor, and embarrassing lapses in plot, character, and judgement. This isn't just a flawed film, it's a very, very bad one.

But, really, it was doomed from the start with those heavy-duty taglines: "The greatest battle lies...within" and "How long can any man fight the darkness...before he finds it in himself?" Sure, Peter Parker's never going to reach the same dangerous, cynical depths as Bruce Wayne, but with reel-ins like that, you expect to be taken on a semi-brutal ride through the more fragile parts of Parker's psyche. Instead we have a film overloaded with underdeveloped villains and at least three or four plotlines that never converge into anything but a mess of murky motivations and half-baked resolutions.

"Spider-Man 2" sets up a solid premise at its end, with Harry Osborn (James Franco) discovering that Spider-Man is none other than his best friend, Peter Parker. Considering Harry believes Spider-Man killed his dad Norman, aka the Green Goblin, you don't anticipate them bowling together any time soon, and sure enough "Spider-Man 3" opens with Peter and Harry on the outs - as in Harry straps on his dad's Goblin surfboard and tries to blow Peter up kind of outs. While the scene itself sets the stage for the entire movie's lacking action sequences, it's the idea of the former friends having a to-the-death throwdown that's thrilling. One wonders if it occurred to Raimi (who wrote the script) that this conflict alone could have sustained an entire film. It certainly would have made for a more cohesive, emotionally relevant one, and given much-deserved complexity to Harry as a character. Instead Raimi saddles young Osborn with short-term memory loss for a chunk of the film, and shifts his attention to flashier matters that require more special effects.

In the meantime, MJ (Kristen Dunst) is in no mood to put up with her superhero boyfriend's obliviousness and navel-gazing as her acting dreams go down the toilet. And to make matters worse, black sticky stuff has fallen to Earth from outer space and turned itself into a slick, mood-altering Spidey suit for the increasingly tempermental Peter. With great alien biotechnology comes not-so-great hair, as the "dark side" of Peter Parker is revealed to be a member of Panic! at the Disco. All very reassuring as Raimi throws two "major" villains into the mix for absolutely no good reason whatsoever: Sandman and Venom.

Sandman (Thomas Haden Church), aka Flint Marko, has recently escaped from prison and stumbles into a sandpit washing machine while on the run from the fuzz. He ends up getting his particles scrambled and becomes a walking sandstorm, capable of decorporalizing and fitting through air vents at will. When he's not blowing down New York's streets looking for a quick cash fix, he's staring dejectedly into the palm of his hand at a picture locket of his young, ill daughter and muttering "Penny" in an intonation begging to be parodied by Trey Parker and Matt Stone. (Or did they already do that in that lice episode?) And in an attempt to add "depth" and "meaning", Marko also happens to be the conflicted soul who shot Peter's Uncle Ben during that tragic carjacking back in the first movie. But you thought Spider-Man had caught and taken care of that guy, right? Yeah, well, think again - and then wallow in the puddles of angst that ooze throughout the film's final moments. It's enough to make you regret going back for that refill on popcorn. Even Aunt May looks ready to hurl.

And then there's Venom, possibly the most revered of Spider-Man's supervillains, played with an utter lack of charisma by Topher "Seriously?" Grace, aka Eddie Brock. Brock spends his fractional screen time having frosted hair and talking in that clipped, vaguely street tone that's meant to  indicate he's a newspaper photographer. He's fixated on Gwen Stacy (Bryce Dallas Howard), the police chief's daughter, too; we know this because they exchange two lines of dialogue at one point in the film. But Ms. Stacy has a crush on Spider-Man, who dodged chunks of falling concrete to save her from a messy death, and now Brock is determined to snap Spidey in a bad light. Peter, the Bugle's exclusive Spider-Man photographer, is understandably miffed when Brock fakes a photo that portrays the superhero skimming off the top at a bank robbery. By the time dark!Peter does a number on the fraud's career and drives the simpering Brock to a church to pray for revenge, our level of caring has slipped from "really, really don't care" to "oh god, please make it stop." The inevitable transformation into Venom - by the same outer space black ooze doing a number on our hero - comes too late and is wasted in a climax of muddled, silly proportions.

Sadly, once the neglected Harry is brought back into the mix with his memory restored and murder on his mind, the plot's already too convuluted to sustain his passive-aggressive hijinks, let alone another villain. But it's with Peter Parker himself that the film utterly sqanders any potential it may have had with a decent script. It's hard to pinpoint what's worse: is it the general indifference to the origins of the black ooze that splats onto Peter's cycle and subsequently slathers itself into that spiffy black get-up? Or the slapstick-level ridiculousness that ensues as the slime roughs up his personality and does ungodly things to his pelvis and hair? If the pimp-walk down a New York City sidewalk doesn't cause your eyes to roll out of your head, rest assured the dance number inflicted upon the audience and a stunned MJ will have you cringing in humiliation on Tobey Maguire's behalf.

I repeat: Sam Raimi, what the hell? Incomprehensible plot I can deal with. Hell, I barely knew what was going in "Pirates of the Carribbean: Dead Man's Chest" on first viewing. And it didn't matter, because the characters were still the same bunch of rum-swilling ruffians I'd come to enjoy. But whatever fondness I had for the Spider-Man crew of the first two films was obliterated by the end of this one, and it seems unlikely there will be a fourth. A shame, because what a crappy note to bow out on. The best thing I can think to say is that at least it's not "X3". Because Wolverine crying? That is truly unforgivable.