Spider-Man 3 ** out of ****

Time for some tough love, Spidey.


Death. Taxes. The rise, and inevitable fall, of a movie franchise.

Finally, the actuaries caught up with Peter Parker and his friendly neighborhood alter-ego.

After two terrific installments that ranked among the best comic book movies ever made, “Spider-Man 3” tumbles back to earth with sound, fury and an oil tanker full of special f/x and money. It’s loud, occasionally spectacular and, like a lot of other comic book movies, tedious and full of itself. That warm, grin-inducing cinematic melody that filled in every crack and polished every blemish of the original “Spider-Man” and “Spider-Man 2” is gone.

Now, as viewers, we see the contrivances, the forced couplings, the lurching plot. We see, for the first time, Kirsten Dunst straining to nail her scenes. We see Bryce Dallas Howard, a pretty girl, and can’t stop looking at her ridiculous eyebrows. We wonder why the movie turns into “Anchorman” for about ten minutes. Watching the gluttony, you understand this intangible, mercurial thing called movie magic, clichéd and unsophisticated as that sounds in today’s hyper analytic arena of film criticism, is actually quite real.

Because “Spider-Man 3” doesn’t have it.

Instead of giving Spidey bigger, tougher challenges and pushing his talents and sacrificial instincts to the limit, director Sam Raimi and his screenwriting team (Ivan Raimi and Alvin Sargent) put him through yet another psychological evaluation. They have crafted a blowout sale on emotional closure, where every deep-seated issue - there from practically the opening frame of the original movie - must again be explored, rationalized, and questioned, including Peter Parker’s love affair with Mary Jane Watson.

At the close of the second film, we found Mary Jane (Dunst) telling Parker/Spider-Man (Tobey Maguire) to “go get em.” Don’t expect such encouragement in “Spider-Man 3” - Mary Jane literally throws that line back in Peter’s face.

Once again she falls back into the mildly depressed, indecisive, self-conscious performing artist. Once again, their relationship is on the blink. Once again, they engage in phone tag, knocks on the door late in the night, mixed messages, childish secrets and mournful gazes from the street to an occupied window sill, and mournful gazes from said sill to a now deserted street. There’s even a surprising, poorly handled moment where Peter humiliates Mary Jane in front of Gwen Stacy (Howard), Peter’s college lab partner.

After an hour with Bummy Mary, I was rooting for Peter’s cheery, alien-eyed neighbor, Ursula, to slip into Peter’s heart. At least she smiles.

Raimi and Co. seem bent on demanding viewers face the tragedies of these characters’ lives, insisting on taking a dramatist’s approach to popcorn entertainment. Other than Peter, who, like most mover goers, seems pretty content move forward with the saga, the rest of the cast is dragging its knuckles over the past. “Ben” is every third word out of Aunt May’s (Rosemary Harris) mouth.

As for Mary Jane, “It’s like my Dad wrote those words,” she says after reading a poor newspaper review of her performance. We’re going back over that again? If we’re playing that close to emotional reality, shall we have her reliving the trauma of her nearly dying three times? What’s next - fevered dreams of collapsing balconies and metal chompers?

So much of the plot is tied up in Dunst’s lip-trembling, tired-eyed, monotone performance, that villains Sandman and Venom - impressive as they look - never have time for a proper introduction to one another. Nor are their stories particularly well-defined.

Instead, there’s another round with Harry Osborn (James Franco), still vowing to avenge the death of his father, Norman (Willem Dafoe) by murdering Spidey. He and Parker engage in an impressive, aerial fight at the outset of “Spider-Man 3” - probably the movie’s best until the climax - that ends with a development so patently absurd (and is reversed even more absurdly) - that you have to see the movie to fully appreciate the groan you’ll find rising from your voice box.

Poor Franco. He’s a decent looking chap, and he’s got some talent. He needs better roles than leads in “Annapolis” and “Flyboys” and this hilariously tortured Harry.

Which leaves Sandman/Flint Marko (Thomas Haden Church) and Venom/Eddie Brock (Topher Grace) fourth and fifth in the character development line. A big chunk of the movie’s $260 million budget was clearly spent creating Sandman, and it shows: He can morph into a force of many shapes and sizes, is susceptible to water and fire (with great-looking consequences) and is, essentially, invincible. Church, his face and voice perfectly suited for a comic book character, is surprisingly sympathetic.

Taking one sentence to describe Venom’s eventual arrival in the movie would be harder than solving gridlock in Seattle, so just know this: It’s clear the filmmakers resented Sony/Columbia Studios request to fit him into “Spider-Man 3” based on the way his appearance is delayed and handled in general. Raimi invests more in the black Spidey suit, and Maguire doing his best John Travolta impression, than he does in Venom. He’s Darth Maul from “Star Wars: Episode I,” if you will. Little kids with come up with better story arcs in comfort of their own bedrooms with Venom figurines.

We’re given, essentially, a bridge movie, one that cuts The Green Goblin’s lingering tentacles from the series, resolves Uncle Ben’s death (again), and finally - for the love of God, please - stills Mary Jane’s wandering, bruised heart. “Spider-Man 4” is more or less a go, and Maguire has expressed interest, which is good: His work as Peter is still goofy, unassuming and effective. Right guy in 2002. Still is.

But everything else - Dunst especially - should be considered for the chopping block. With Mary Jane, either Raimi shits, gets off the pot, or lets somebody else take a stab at her. Enough of her as a low-rent Billie Holiday. Bryce Dallas Howard looks perfectly fine in her natural hair color, so let Gwen chuck the blonde wig. Mainly, it’s time to inject a little James Cameron into the proceedings. Get a super villain. Involve the water somehow. Blow something up. Hell, go to the Statue of Liberty.

Just consider the consequences of investing too much in the psychology of the comic books. That’s how you end up debating whether Joel Schumacher intended for the equipment sequence in “Batman and Robin” to be homoerotic or not. “Spider-Man 3” fixates too much. It dawdles. It wipes its own ass. It ruminates like an Oprah panel. It’s the priciest shrink in uptown, that’s for sure.