How does Spider-Man 3 follow on the heels of its predecessor, which was widely considered the best superhero movie ever? For starters, you pick up the loose threads from that movie, then add some key elements of the Spidey comic-book mythos (including fan-favorite villain Venom), the black costume, and the characters of Gwen Stacy and her police-captain father.

In the beginning, things have never looked better for Peter Parker (Tobey Maguire): He's doing well in school; his alter ego, Spider-Man, is loved and respected around New York City. And his girlfriend, Mary Jane Watson (Kirsten Dunst), has just taken a starring role in a Broadway musical. But nothing good can last for Spidey. Mary Jane's career quickly goes downhill; she's bothered by Peter's attractive new classmate, Gwen Stacy (Bryce Dallas Howard); and the new Daily Bugle photographer, Eddie Brock (Topher Grace), is trying to steal his thunder. Enter a new villain, the Sandman (Thomas Haden Church), who can transform his body into various forms and shapes of sand and who may be connected to Peter's past in an unexpected way. There's also the son of an old villain, Harry Osborne (James Franco), who unmasked Spidey in the previous movie and still has revenge on his mind. And a new black costume seems to boost Spidey's powers, but transforms mild-mannered Peter into a mean and obnoxious boor (Maguire has some fun here).

If that sounds like a lot to pack into one 140-minute film, it is. While director Sam Raimi keeps things flowing, assisted on the screenplay by his brother Ivan and Alvin Sargent, there's a little too much going on, and it's inevitable that one of the villains (there are three or four, depending on how you count) gets significantly short-changed. Still, the cast is excellent, the effects are fantastic, and the action is fast and furious. Even if Spider-Man 3 isn't the match of Spider-Man 2, it's a worthy addition to the megamillion-dollar franchise. --David Horiuchi