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In the pantheon of movie superheroes, the Spider-Man franchise had quietly landed at the right hand of God, elevating the hell of the summer blockbuster into the heaven of pop art.

In their director, Sam Raimi, and their star, Tobey Maguire, the first two films had the right combo for the comic-book job — smart yet not cerebral, kinetically gifted without being flamboyant. Raimi infused the pulpy stuff with a delightful buoyancy, neither dragging it down into mere camp nor inflating it into faux Nietzsche.

And while Maguire's minimalist style (not too frivolous, not too intense) meshed nicely with the direction, it was his physical appearance that made him such a neat fit for our bisected protagonist. In a genre that demands every superhero be at war with himself, who better to slip into the identity crisis than an actor whose looks elude even the camera — it can never decide whether that mug is leading-man handsome or forgettably humdrum.

So with the duo back, and presumably as dynamic as ever, the prognosis for Spidey 3 seemed May-morning bright. How, then, did can't-miss turn into what-the-devil-happened? How did that light buoyancy degenerate into this heavy-limbed clutter, those clean lines into these dull smudges? In short, how did the franchise tumble from God's right hand straight down into the blockbuster's infernal banality?

The answer, like our disillusionment, is a while in coming. Early on, the picture appears as secure as the Manhattan it's set in. Spidey, née Peter Parker, has both crime and his love life safely under control, leaving him to bask in the city's gratitude and poised to pop the question to his adored Mary Jane (Kirsten Dunst).

In an equally serene visual tableau, Raimi shows the paramours snuggling in a gossamer web-bed under the starry night sky. It's a lovely little image, corny but sweet — nope, he hasn't lost his touch yet.

Villainy, of course, must loom. For example, there's still trouble with Harry (James Franco), whose re-emergence as a greener Goblin, complete with that flying skateboard contraption, provides the flick with its first action scene and us with our first sign of problems to come. The sequence is only competent (Spidey's filamentary swings lack their customary zip) and uncharacteristically busy. Raimi's cinematic grammar, unlike most big-budget directors', is usually crisp and well-punctuated. But here he's already giving in to the run-on sentence.

However, don't despair yet. Cue the introduction of Flint Marko (the flinty Thomas Haden Church), a burly ex-con whose flight from the cops has him stumbling into a nuclear physics testing ground, where he and his DNA get transformed into .... oh, you fans know ... the Sandman. The de-materialization process — with a human reduced to the shifting whims of sand, its golden grains flowing into amorphous shapes that then dissolve and reappear and dissolve again — is an unnerving yet oddly enchanting sight. Enjoy, because it's the last enchantment on view. You can start despairing now.

The main flaw is an over-abundance of villains, a bout of narrative greediness that sees them marching out of their lairs like so many evil-doers-on-parade. Harry you know about. And that Sandman, after such a sublime nativity scene, soon proves he's just another mundane meany up to no good. Later, a freelance photog at Peter's newspaper (which, as coincidence would have it, is undergoing an exciting new redesign) morphs into a Spidey doppelganger succinctly known as Venom, thereby allowing Topher Grace to show off his own arachnid powers — same skill set but put to nastier use.

Speaking of nasty, Peter himself visits the dark side when, courtesy of some intergalactic slime that he tracks into his apartment (always a hazard in the pulp biz), Good Spidey devolves into Bad Spidey, the red-and-blue suit traded in for basic black and his aw-shucks personality for wicked bravado. That's Maguire's signal to let down his hair (literally, into floppy bangs) and, depending on his mood, either to strut like John Travolta or cackle like Jerry Lewis. Well, when the minimalist is taking it to the max, and when Saturday Night Fever is suddenly teaming up with The Nutty Professor, my guess is that comedy is in the offing. My warning is that there ain't a laugh to be found.

Anyway, a surfeit of villains inevitably leads to an excess of plot — there's enough here to fill a shelf of Marvel back issues. But all it makes for is a top-heavy picture, often labouring under the narrative weight and with an occasionally clumsy lean toward its own back issues, resurrecting still more storylines.

And I haven't even mentioned the gals, each adding additional pressure to an already congested opus. Mary Jane, the aspiring actor, has just bombed in her Broadway debut — she's depressed, anxious and envious of Spidey's ascent into the limelight. Yep, their relationship suffers. As for new girl Gwen (Bryce Dallas Howard), she wants to be a competitor in the love-interest department but, so crowded is the general playing field, the poor thing barely gets in the game.

The result? Predictably, by the time of the big, swinging-through-the-concrete-canyons climax, we've pretty much lost interest. So, it would seem, has Raimi. At one point, putting down his CGI toys, he cuts away from the aerial mayhem to a TV reporter on the street, who is made to breathlessly gasp: "It's hard to believe what's happening - the brutality of it." C'mon, Sam, show us, don't tell us.

Yet even then, despite the chronic busyness and the faltering comedy and the blockbuster flab, Spidey 3 could have redeemed itself. The redemptive chance comes during that final battle in the sky, when Venom the arch-nemesis weaves a huge web and, within it, starts spinning letters into a message. My fingers crossed in hope, my sides set to split, my rating poised to shoot up by another full star in homage to literate spiders past, I so wanted those letters to spell out what I knew they should: "SOME PIG."

Sorry, some disappointment.

Spider-Man 3

Directed by Sam Raimi

Written by Sam Raimi, Ivan Raimi, Alvin Sargent

Starring Tobey Maguire, Kirsten Dunst, Thomas Haden Church, Topher Grace

Classification: PG

Rating: **½