First, a plug: 300 topped Imax records, and I can only expect Spider-Man 3 to best it. This is the installment the fans have been waiting for, with the series’ coolest villain — Venom — combined with a (faux) denouement in the ongoing Mary Jane love affair, not to mention the long-awaited payoff in the rise of the New Goblin. Plus, as if all that weren’t enough, Spider-Man piles a third villain on for good measure. All told, it’s more movie than even an Imax screen can handle.

But it sure looks great up there. Whether admiring Kirsten Dunst’s snaggletooth smile or examining every warty freckle on Tobey Maguire’s widening face (he’s really let himself slip, but more on that later), no Hollywood feature has benefited more from Imax’s DMR technology, which takes 35mm movies and digitally enhances them to look their best on six-story screens. It even makes comparing codpieces between Spidey and Venom easy (when the black-suited beastie threatens to “humiliate” Peter Parker, by all appearances, he’s already got him beat in the manhood department). Now, if only Imax could fix those pesky story problems.

I’ve heard tons of rumors about reshoots and escalating budgets and so on (I even got to spend an evening on set, and not one second of that footage made it into the movie), but I’m going to try to put all that aside and judge the movie by what’s on-screen. There is an entire movie in the Sandman character — the type of old-school comicbook villain transformed by an inadvertent radioactive run-in (in this case, he’s been blown to molecular bits, emerging with the unique ability to mold himself into a giant sand-creature) who uses his newfound superpowers to rob armored cars. He’s not a bad person, per se, he’s “just had bad luck” — and if you don’t believe him, the script supplies a young daughter hooked to an oxygen tank to win your sympathy.

As played by Sideways’ Thomas Haden Church, the Sandman reminds us just how smart screenwriter Alvin Sargent and his associates were to make Doc Ock a reluctant villain in the second movie. Sometimes, it’s actually nice to see that the megalomaniac has a soul — certainly not the norm in comicbook adaptations. But what is Sandman even doing in this movie? The goon might work if this were the sixth installment in a tired franchise, but doesn’t cut it for round three. Surely Venom deservers a movie of his own, rather than playing second fiddle to — of all things — a sedimentary shape-shifter. This multi-villain approach recalls the waning days of the Batman franchise, when selling toys trumped telling stories, and so the rogues came out of the woodwork to tag-team our heroes.

The New Goblin I can handle, especially considering the turn his character takes late in the film. His backstory has been well established in the earlier installments, which means the movie doesn’t need to waste time concocting an elaborate creation myth for him, as it does with the new bad guys. Along the same lines, Mary Jane (Dunst) also relies on chapters one and two for any of the goodwill audiences feel towards her, giving an unfair advantage to the otherwise underwritten Gwen Stacy (Bryce Dallas Howard). Here, the series’ perpetual damsel in distress finally seems ready to settle down with Peter, who in turn is working up the nerve to propose. And so begins this exciting adventure, with scene upon scene of talk about how, when and why Peter Parker should pop the question. But won’t fans mind yawning through long speeches from the likes of Aunt May before they get their first action scene? Doesn’t the conventional wisdom of such movies dictate that it should start with a big set piece to win audiences over, rather than waiting 20 minutes for the action to begin?

The irony, of course, is that this series is strongest during the interpersonal scenes (actually, it’s the increasingly complex shots of Spider-Man swinging from one skyscraper to the next that Raimi does best, but the emotional drama comes a close second). There’s real tension between Peter Parker and Harry Osborn (James Franco), and as cool as their big fight scene is — a hoverboard free-for-all that plays like something out of Mighty Morphin Power Rangers — it’s the moments when the one-time best buds are holding back secrets from one another that give audiences a sense of just how much each character has at stake in this film. Their relationship, even more than the obligatory Mary Jane love story, is the element that most successfully builds on the groundwork set by the earlier two movies.

Whereas Maguire, confident in his paycheck and bored with the character, appears to be coasting through his performance, Franco seems to take his assignment very seriously. Not only does Franco demonstrate scene-stealing charisma in dramatic moments, but the usually scrawny actor also happens to be the one cast member confident enough to show off his full-body physique (the character, who alternates between gourmet cooking and painting still lifes, is something of a dandy, but the actor somehow manages to sell it). By contrast, Maguire, who buffed up for the first Spider-Man, is both physically and emotionally flabby this time around. The fact that the movie resorts exclusively to shoulders-up shots during his shirtless scenes is a bad sign, and it looks like someone else (if not a CG body double) is wearing the Spidey suit anytime the mask is on.

When Peter is overcome by an aggression-enhancing “symbiote,” the device should provide Maguire with infinite opportunity to explore the light and dark sides of his character. The second movie suggested shades of that ongoing conflict, with Peter even abandoning his Spidey suit at one point so he could lead a normal life. Here, once poisoned by the extraterrestrial black goo, he sweeps his hair in a Crispin Glover ’do and sashays down the street, winking at the ladies like he’s just swallowed a bottle of Love Potion No. 9. Feeding on his inner demons, the muck also turns him homicidal, for which Spider-Man 3 rewrites Uncle Ben’s death to implicate Flint Marko (aka The Sandman). The spin offers a convenient connection to an otherwise unworthy villain, but the whole thing smacks of contrivance.

What hardcore Spider-Man fans really want is Venom, and, speaking as a casual bystander to the whole phenomenon, we the less comicbook-inclined couldn’t agree more. So, if the filmmakers were willing to develop Osborn’s character over three movies, why not introduce the symbiote in Spider-Man 2? That way, Peter could begin the third movie as black-suited Spidey, and we could discover him in the full Anakin-like throes of deciding whether or not to succumb to the Dark Side (or would The One Ring’s corrupting influence over Frodo be a better analogy?). Instead, pushing 30, Peter’s still in college, still trying to get a staff job at the Daily Bugle and still moping about the death of Uncle Ben. Spider-Man 3 could have sent his character arc into the stratosphere; instead, it allows him to stagnate in the same petty Harry-Peter-M.J. love triangle of the earlier movies. Contrast that with the Harry Potter series, in which one of the pleasures is watching these kids mature into increasingly formidable characters, and the fact that Peter’s going to seed feels all the more tragic.

Give us Venom already! Why doesn’t the bell tower scene (lifted straight out of The Web of Spider-Man No. 1) open the movie? And why doesn’t Venom himself get more screen time? Less than half an hour from the end of the movie, he’s born, he recruits Sandman, and he stages an elaborate trap to ensnare Spider-Man (which, in a supremely inelegant display of screenwriting, is explained by TV news crews gathered at the scene of the climactic battle). Here, the movie pits Spidey against both villains, but Raimi can’t manage more than two characters at once. While Mary Jane dangles precariously from Venom’s web, Spidey goes head-to-head with one baddie at a time, and Venom and Sandman considerately oblige by taking turns attacking our hero. He punches one, and the guy disappears for a minute (suffering from a brief concussion perhaps?), while Spider-Man goes after the other, and so on until the New Goblin shows up to complicate matters further.

In an era of expertly choreographed fight movies, what the hell is this mess? With cinematographer Bill Pope still onboard, Spider-Man 3 maintains the gold-dappled sheen of the earlier films, but Raimi and his crew have never really solved the problem of how to stage a fight scene. And nothing shows off their deficiencies in this department like Imax, a format that lends itself to long, beautiful takes rather than choppy all-over-the-place editing. Those close-ups play great (if you can get past the curious terrain of Maguire’s face), and Franco very nearly walks away with the movie (if you can forgive the makeup job when blown up to Imax proportions), but the action very nearly threatens to ruin the whole experience.

A masterful blend of spectacle and character, Spider-Man 2 stands as the penultimate example of what this franchise can be. This third installment is a regression, stumbling over itself as it tries to commingle five separate conflicts (Peter vs. himself, Peter vs. Harry, Spidey vs. Venom, Spidey vs. Sandman and Mary Jane vs. Gwen Stacy). Oh, what a tangled web they weave. What does our protagonist want in this movie? To marry Mary Jane. And what has he accomplished by the end? He’s rid New York of three pesky villains, no closer to consummating his crush than when he started. Is there anywhere left for Spider-Man to go, or has the character finally reached the end of his rope?