Like its protagonist, Spider-Man 3 is a movie with an identity crisis. The biggest, loudest, and darkest film in the series, Spider-Man 3 is also messy and ill conceived—a clunky, straining blockbuster that tries to accomplish everything and ends up achieving not much of anything.

Which sucks, for two reasons: First, Spider-Man's the best superhero ever, and he deserves better. Second—and goddammit, this is what stings—he's already had better. When stacked up against similar efforts—Batman Begins, X2: X-Men United, and, most damningly, Spider-Man 2Spider-Man 3 can't help but feel pretty janky.

While the uneven but earnest Spider-Man was about Peter Parker (Tobey Maguire), a dorky kid from Queens disco-vering his great powers and great responsibility as a hero, the much-improved Spider-Man 2 balanced great characters and killer action to show Peter living up to his potential. Spider-Man 3 focuses on Peter's newfound popularity: In one scene, New Yorkers throw a great big spider-party, offering a confused but ecstatic Spidey the key to the city. Once misunderstood, the young superhero is now New York's favorite son—and it's not a stretch to imagine Spider-Man 3's usually spirited director Sam Raimi in Spidey's spandex boots. Raimi, who got his start making no-budget horror flicks with his friends, seems equally overwhelmed to be helming his third installment of a mega-popular franchise. (With a short deadline to deliver the film—and at a rumored cost of over $300 million—it's hard to imagine anyone not being overwhelmed.)

Raimi settles on an overly elaborate, cobbled-together story that lamely rewrites events of the first film and never settles down for long enough to say anything all that interesting. The biggest culprit is the script, which takes enough characters to fill Spider-Man 4, 5, and 6 and painfully crams them into a single film. The plot(s): Peter's superheroics overshadow the acting dreams of his girlfriend, Mary Jane (Kirsten Dunst, as snaggle-toothed and annoying as ever), and meanwhile, Peter's ex-pal Harry Osborn (James Franco) has followed in his supervillain father's footsteps, and is now terrorizing Peter as the New Goblin. Also: Petty crook Flint Marko literally falls into some sort of sand-based science project, thus becoming bad guy Sandman (played by Thomas Haden Church and some bad CG swiped from The Mummy movies), while the smarmy Eddie Brock (Topher Grace) tries to steal Peter's job as photographer for the Daily Bugle newspaper. Oh, and: Peter's caught the eye of the lovely Gwen Stacy (Bryce Dallas Howard), and sure, okay, also, there's a meteorite from space and some mean-spirited black alien goo, which gives Peter a new black costume that turns him into a total dick, and oh, yes, Eddie Brock gets some black goo, too, becoming monstrous supervillain Venom (played by Grace, some goofy prosthetics, and more lackluster CG).

Exhausting, right? Spider-Man 3 is bloated but shallow, and while there are some high points—an exhilarating chase between Peter and the New Goblin, a great Bruce Campbell cameo, a smirky montage in which Peter struts through New York with an ego challenged only by Norman Mailer's—it's hard to care after a while. By the time the film climaxes—high above Manhattan, with a strangely uninvolving battle between no less than five characters—it's less a question of how much $300 million can buy (a lot) and more a question of what happened to the character-driven heart of Raimi's first two Spider-Man films. Stare hard enough, and the core greatness of the story remains: As a reluctant hero, Spider-Man remains as potent of a character as he was when Stan Lee and Steve Ditko created him 45 years ago. Too bad this time around, that fact takes so much work to remember.