The first two Spider-Man films are veritable classics of the superhero genre. Without their influence, along with that of the Blade and early X-Men films, we likely wouldn’t have the wealth of superhero films we see today, for better or for worse. So when Spider-Man 2 topped the success of its predecessor both in terms of quality and financial success, everyone held their breaths to see what series director Sam Raimi would deliver next for the third installment. And, infamously, Spider-Man 3 has gone down as one of the biggest franchise disappointments ever made. But is the third Spider-Man as bad as everyone remembers?

The faults of Spider-Man 3 are undeniable. It’s a film that’s overstuffed with subplots, primarily revolving around a villain that obviously doesn’t belong in this story. It’s no secret at this point that Sony and Raimi clashed heads over the inclusion of Venom, and while the Venom symbiote is incorporated more naturally than a lesser director would have managed, thematically and tonally the dark 90s-era villain clashes with Raimi’s hard-earned timeless throwback to Spider-Man‘s late-60s origins. Almost every overt problem with the film can be traced back to how Venom is shoehorned into the production, whether it be Topher Grace‘s ridiculous casting as Eddie Brock, the symbiote appearing and disappearing from the movie as the plot finds convenient, or the ludicrous team-up fight at the end that robs Sandman of all his character’s agency and personal motivation.

Spider-Man 3

But when you strip away all those enforced additions, there is actually a solid movie underneath all the black ooze. First of all, Thomas Haden Church as Sandman is a great villain, at least on a conceptual level. Having Spider-Man face off against someone who is simply trying to provide for his daughter in the only way he knows how is an engaging parallel to how Peter Parker primarily fights to protect those he loves, and dealing with the ramifications of gray morality would function as a great character arc for Peter if Sandman had been fleshed out a bit more. But what made it to the screen is still fantastic, particularly in moments like where the Sandman reconstructs his sand-composed body for the first time, which stands to this day as one of the most emotionally resonant scenes Raimi has ever put to film.

The real heart of the film, though, lies in the Peter-Mary Jane-Harry dynamic that had been evolving over the course of the trilogy, and it’s unfortunate that this subplot seems to get the shortest shrift in making room for Venom. Watching Harry Osborn fall from grace as Peter copes with the regret over Norman Osborn’s death in the first movie has been an emotional throughline of all three films, as has Harry’s difficulty in coping with Peter’s various successes despite coming from a less privileged background, so seeing heart of the series’s character drama be so ill-served is tragic. But what Spider-Man 3 actually did even better than its predecessors is find Mary Jane something to actually do besides be purely an object of Peter’s lusting devotion. She feels like a character with agency now, even if her acting storyline does serve to further stuff this film to the breaking point. Tobey Maguire, Kirsten Dunst, and James Franco are all still in top form, and watching their melodramatic waltz around one another is still just as enjoyable as it was in the previous films, context notwithstanding.

Spider-Man 3

“But what about the elephants in the room?” I hear you ask. “What about the infamous emo dance montage and jazz club scene?” I… actually kinda like them. Hear me out: Peter Parker is a character driven by emotion to act brashly, and his character arcs are almost always grounded in dealing with the consequences of his adolescent foolishness. With great power comes great responsibility, as a certain uncle would say. Now, Peter was losing Mary Jane due to Spider-Man’s ego-stroking fame even before Harry blackmailed her into leaving him, so it makes a certain amount of sense that Peter’s ego would make him act like a jackass for a while in the wake of his life-shattering break-up, even without the symbiote. And yeah, Peter isn’t being cool in those scenes; that’s the point. He’s a dork who doesn’t understand what a destructive ass he’s being, and that’s what those scenes are meant to show, as evidenced by how every passerby looks at him like he’s a crazy person. We all like to blame those scenes on the symbiote because that’s ultimately how the film excuses them, but I have a sneaking suspicion that those moments would have made an appearance in some form whether or not Venom had been forced into the production, and that’s just fine in my book.

Now, do I think that Spider-Man 3 would have been on par with its predecessors? It’s impossible to say, but based on what’s here, I’m guessing not. But there are seeds of a pretty good movie nested within the overly plotted mess of Spider-Man 3, which upgrades it from being an outright bad film to being a merely disappointing one. It’s now been ten years since this film came out, so maybe it’s time to revisit it with an open mind. You might just find something you forgot you liked about it.