Spiderman 3 is everything Spiderman 2 should have been: fast-paced, hard-hitting, and dazzling. While Spiderman 2 was a testament to just how little you can do with plot and philosophy, Spiderman 3 stands as a shining example of just how much can be accomplished with mindless entertainment.

Spiderman 2 tried to cram about 10 years worth of comic book storyline into two hours, and wound up with so many subplots that it couldn’t do any of them well. Case in point: J. Jonah Jamison’s two radical changes of heart about Spiderman, separated by about 10 seconds. Worse yet, it didn’t leave room for any action.

The kickoff to one of six stellar action sequences in Spiderman 3.

In Spiderman 3, there’s no shortage of action. Whether Spidey (Toby Maguier) is diving through cranes, or surfing behind a runaway armored car, the thrills keep coming. The writers did a good job of advancing Peter’s fighting skill from movie to movie. This one marks the first time he’s fired web bolts and used a few other tactics.

In between scampering over rooftops and shaking off impossible blows, the characters find a little time for 90210-ish sexual tension. Mary Jane (Kirsten Dunst) falls out of love with Peter, then in love with Harry Osbourne (James Franco), then he makes her… oh, who really cares? This is definitely a busy movie, but it never loses sight of the fact that it’s all about the action.

When you turn evil, you change your hair.

There are plenty of villains, too. Harry becomes the new Goblin (the great Willem Dafoe graces the screen once more in a hallucination). Topher Grace comes aboard as the sinister Venom, and Thomas Haden Church gives a grainy performance as the Sandman, one of those comic book characters who should probably never have come to the big screen.

Church’s acting is not exactly stellar, but then, he doesn’t have much of a character to work with. He’s an escaped convict who stumbles into a particle research zone, where he is somehow atomized without being killed. This enables him to turn into sand, and seems to make him invincible, although, he still winces and grimaces an awful lot when he fights Spiderman. The police suspect him of Uncle Ben’s killing, and that moment is revisited several times in the movie. After slugging it out at the final battle, he apologizes to Peter, after which Peter acknowledges having done terrible things himself and forgives him. Sandman then blows away as a cloud of sand, leaving us with no indication that he intends to give up his life of crime, and the question of why the ridiculous villain gets to survive for another movie, while Spiderman’s evil twin dies.

Oh, well. My friends and I talked for hours after this film debuted, and every

Perhaps no villain is more intimidating than the evil in one's self.

change we proposed raised problems of its own. Venom should have had a bigger role, but the film was too full as it was. Sandman could have been left out, but that would have ruined the two-on-two at the end. Sandman could have been pure evil instead of a sympathetic villain, but that takes a crucial moment out of Peter’s journey with the black costume. Heck, it was fine as it was.

A fourth movie is reportedly in the works. There is no mention of the Sandman returning, thank goodness. The two most popular picks seem to be the Lizard and Carnage, although if the filmmakers can get the rights to the Kingpin from Fox, that wouldn’t be a bad move. Note to Marvel Studios: I’m all for more web-slinging action, but for gosh sakes, keep the soap opera stuff out of it.