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With total costs tallying at over half a billion dollars, "Spider-Man 3" holds the spot for the most expensive movie made in the history of cinema. Unfortunately, money does not buy a great screenplay, or a great film for that matter.

Peter Parker (Toby Maguire) has taken some confidence pills between Spider-Man 2 and 3. He is no longer the unsure and apologetic superhero attempting to balance school, a job and crime fighting while trying to win over the girl of his dreams. Now Parker aces school, takes pictures for the Daily Bugle, and is ready to propose to Mary Jane (Kirsten Dunst).

His alter ego's life isn't doing too badly either. Spider-Man is a celebrity in New York with a city parade held in his honor. Parker's success and cockiness is starkly contrasted with the failure of Jane as a Broadway actress/singer. Parker attempts to console Jane by telling her to "believe in herself." But his inability to relate to his girlfriend is the least of his worries.

While both the previous Spider-Man films had well-paced screenplays and one villain each, "Spider-Man 3" packs three main villains (and numerous other subplots) into a two hour and twenty minute time frame.

Not only does Spider-Man have to deal with New Goblin, Peter's best friend Harry Osborn (James Franco) who craves to avenge his father's death, but also Flint Marko, who gets in a genetic sand accident transforming him into Sandman (Thomas Haden Church). To add some forced substance to Flint Marko's character, the writers decided that it would make things more interesting if Flint Marko was also Ben Parker's murderer.

Director Sam Raimi also decided to add the symbiote, a black parasite alien substance which amplifies aggression in the host, to the film. The third villain, Venom (Topher Grace) is part of the whole alien package.

To top it all, Peter Parker has to deal with a love triangle, the dangerous power of his new black suit, losing his photography job to Eddie Brock, and intimate conversation with his Aunt May (Rosemary Harris).

There is little room left for character development with this overly complex plot. Gwen Stacy (Bryce Dallas Howard) plays a tiny role in the film as an instrument to make Jane jealous. Stacy's character in the comic booksoks is not one to be downsized, but Raimi managed to awkwardly do so.

There's a reason why the "Spider-Man 3" screenplay is visibly weaker than the original films. Raimi thought it would be a good idea to make "Spider-Man 3" a family business by allowing his brother, Ivan Raimi, who had written a grand total of three screenplays in the early 1990s, to help co-write the story and screenplay.

Regrettably, Ivan Raimi is a huge fan of cliche?s and does not know too much about character development, film pacing or the original comics. Raimi did his best to add cheesy melodrama and puddles of tears to any situation which remotely resembled emotion. Yes, the audience cheered "oooh" and "aaah" for Spider-Man's crisp blows, but they also laughed loudly during the most intense moments as Maguire shed more tears than Dunst.

The black suit also influences Parker to try some over the top swing dance movies, hit on every single girl on the street, wear eye liner, and wear a new hairstyle that makes him resemble a band member from Fall Out Boy. Although the writers may not have a good sense of real sentiment, they did incorporate enough humor and tied up the various threads of the story. Bruce Campbell makes a cameo appearance as a hilarious French mai?tre d'. Another humorous aside, though hardly relevant, was provided by Spider-Man creator Stan Lee. He came on the screen for about six seconds to give Peter Parker some arbitrary fortune cookie advice. The writers also teased the audience with a long drawn ending, reminiscent of "Return of The King," which left viewers itching to get out of their seats and leave.

Perhaps the most impressive aspect of "Spider-Man 3" was the C.G.I. The fight scenes were pure eye candy. The final fight scene with all four "freaks" was enthralling. Webs flung, sand flew, grenades exploded, and sky scrapers shook.

Overall the film disappointed, largely due to extremely high expectations and the strong story arcs of the first two films, but it's still a film that should be seen in theaters to fully enjoy the most expensive special effects to date.

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