If you walked out of the exhilarating triumph that was “Spider-Man 2” and immediately started counting the days until the release of Spidey Trois, there’s probably nothing I can say that will dissuade you from racing to the multiplex for the eagerly anticipated third installment — but I gotta try anyway, so here goes. 

• Kirsten Dunst sings in this movie, more than once. 


• At one point Peter Parker undergoes a personality and style makeover that make him look and act like he’s the unknown third brother from “A Night at the Roxbury.” 


• The spaghetti-armed nice guy Topher Grace from “That ’70s Show” is supposed to inspire fear and loathing.  What, Mila Kunis wasn’t available? 


• We are introduced to two new villains, and they are arguably the silliest and least menacing archenemies in comic book movies since Poison Ivy and Mr. Freeze. 


• The climactic rescue sequence, with Mary Jane dangling from on high, echoes the big finale in the first “Spider-Man.” 


• One major character actually gets amnesia — convenient, “All My Children”-style, short-term amnesia — caused by a blow to the head. 


• Spidey/Peter gets a new love interest of sorts — and she’s just as boring and bland as his self-pitying girlfriend. 


• With a running time of 139 minutes, it’s at least 20 minutes too long. 


• Did I mention the part about Kirsten Dunst singing? 

It’s not as if I wasn’t rooting for “Spider-Man 3.”  I enjoyed the spirit and the energy and the colorful look of the first “Spider-Man,” and I thought “Spider-Man 2” was the best superhero sequel ever made — which is why I was so disappointed by the meandering storylines, sub-par performances and lackluster bad guys of “Spider-Man 3.”  It’s as if director Sam Raimi felt he had to give us more of everything, and in the process lost sight of what made the first two films so enjoyable — likable characters facing off against truly menacing and evil villains, a half-dozen great action scenes and just the right dose of madcap humor.  Not Mary Jane Watson singing and Peter Parker behaving like Borat. (More on that in a moment.) 

Of course, the action scenes are eye-popping (if at times a bit cartoonish) and great fun.  “Spider-Man 3” is one of the most expensive movies ever made, and Raimi put his battalions of special-effects crews and stunt performers to good use.  Spidey bounces and flies around Manhattan with such grace and speed, and the CGI and stunt folks do such a brilliant job of creating monsters and smashing buildings and crashing cars, that we almost take it for granted. 

But for every slam-bang action sequence, there are far too many sluggish scenes of Peter and Mary Jane bickering; Peter getting fortune-cookie advice from his saintly aunt; Peter chatting with his landlord and the landlord’s wacky daughter; and Peter hanging with his best friend-turned-foe-turned-best friend-turned-foe-turned-best friend Harry, who supposedly has short-term amnesia yet looks around his mansion and tells Peter he’s apparently rich.  (If the memory loss were short-term, wouldn’t Harry know he’s wealthy?)  And don’t even get me started on Harry’s butler, who makes a speech late in the film that could have saved a lot of people a lot of trouble if he had just SAID SOMETHING EARLIER! 

We pick up the action in “Spider-Man 3” with Peter on the verge of proposing marriage to his beloved Mary Jane, who has just been cast in a Broadway musical.  (At this point, he’s on the outs with former best friend Harry, who blames Pete/Spidey for the death of his father, the Green Goblin.)  Peter is still a struggling college student living in a crummy studio apartment — but Spider-Man is riding a wave of popularity as the undisputed king of New York and hero to millions.  A promotional video of Spidey plays on a continuous loop in Times Square, and the tabloids are filled with front-page headlines trumpeting his latest feat.  Unlike most publicity-avoiding superheroes, Spidey’s more media-friendly than Sanjaya. 

Enter the Sandman. 

Looking weirdly tanned and chiseled, Thomas Haden Church from “Sideways” plays Flint Marko, an escaped convict who falls into a pit where scientists just happen to be conducting some sort of molecular fusion test in the middle of the night.  The process turns Marko into the Sandman — half man and half, well, sand. 

What kind of monstrous creature is a man of sand?  What’s he going to do, get under your contact lens and irritate your eyes? 

Turns out the Sandman can become a giant, Hulk-like creature, and he can also fly around like a desert sandstorm.  When Spidey punches Sandman, his fist goes right through him, but when the Sandman clobbers people and trucks and stuff, he crushes them.  I don’t know why. 

Meanwhile, a meteor has fallen to Earth, and a slimy creepy crawler has emerged from the space rock and is now residing in Peter’s apartment.  The creepy crawler affixes itself to Peter’s face one night and enters his being, turning him into a darker, more aggressive personality who favors an all-black costume as Spidey — and a whole new ‘tude as Peter. 

This leads to one of the most bizarre montages in superhero movie history, with Peter changing his hair, buying a European suit and strutting around Manhattan like some clueless, low-rent gigolo, pointing and winking at women who look at him with disgust.  On the outs with Mary Jane because he’s been insensitive to her career setbacks, Peter goes on a date with Gwen (Bryce Dallas Howard), one of Spider-Man’s many rescue cases.  They show up at the jazz club where Mary Jane works as a singing waitress, and within seconds Peter is banging away at the piano and dancing all over the joint like Jim Carrey in “The Mask.” It’s very goofy. 

There are myriad subplots swirling about.  James Franco’s Harry regains his memory and resumes his plot to become a mini-Green Goblin and kill Peter/Spider-Man.  Peter’s rival for a photography job, the scheming Eddie Brock (Grace), gets slimed by the creepy crawling thingy and becomes a Spider-Man-type creature known as Venom.  Mary Jane has a flirtation with Harry.  The investigation into Uncle Ben’s murder is reopened.  Flint Marko tries to get money for his sick daughter.  The weird neighbor girl makes cookies for Peter. 

I don’t think there were this many storylines in “Crash.” 

“Spider-Man 3” has an identity crisis.  It’s often thrilling but never scary, and at times it’s pure camp.  New additions Topher Grace, Thomas Haden Church and Bryce Dallas Howard are all good actors, but their characters are underdeveloped and one-dimensional.  Maguire tries hard, but Peter’s boyish enthusiasm seems more like annoying naiveté at this point — and when Spidey goes dark, there’s none of the menace or inner turmoil of, say, Christian Bale’s Batman.  Franco at least gets to alternate between loyal sidekick and murderous bad guy, but Dunst seems lost, whether she’s singing in a barely adequate voice or whining to Peter that he’s so wrapped up in his web of wonderfulness that he never pays attention to her. 

If there’s going to be a “Spider-Man 4,” here’s hoping Spidey ditches the boring girlfriend and meets up with some worthy opponents. 

Spider Man 3

★★



Starring: Tobey Maguire, Kirsten Dunst and James Franco

Director: Sam Raimi

Rated: PG-13 for sequences of intense action violence and poor singing