There are some things that work really well, like the goofy comedy that's also present in the other movies. The movie starts off nicely with a great looking action sequence that implies how great the rest of it could be. The special effects are fantastic. Unfortunately, the movie is so convoluted that anything like a coherent plot is lost, as well as any significant character development further than Harry, Mary Jane or Peter himself.

Peter's "transformation" into a darker self when he dons the dark suit is laughable. You're not sure whether you're watching a comedy, a drama, or a purposefully ridiculous B movie. Peter's actions are so over the top that you just want to laugh at the script rather than WITH it.

The main villains get only a short amount of screen time, and by the "big" ending you're just wondering when Dawson's Creek is going to end and when Spiderman 3 will begin. 90% of the film consists of Peter Parker walking around, crying, and making a fool of himself in various over-the-top ways. Perhaps I went in with too many expectations, such as the possibility of an atmosphere to the film that would fit with what was happening.

As a fan of the old cartoon, and a real fan of Venom, I was incredibly let down by the amount of time spent on his character, as well as the fact that Topher Grace is essentially Eric from That 70's Show, and I don't mean that it's the same actor. He's the same scrawny, sarcastic joker that he always plays, which, if you're familiar with the comic or the cartoon, Eddie Brock was NOT. Even if you've never heard of Venom or aren't a big fan, the villain has a total of about fifteen minutes on screen and isn't very exciting, nor is anything about him explained. He's simply suddenly THERE, as if thrown into the movie only to get butts in the seats. So feels the entire movie. It all seems like filler, even as the end credits start.

There was a point about halfway through the movie that I simply gave up trying to justify the movie, and realized that it was just plain bad. They tried to do too much, and by having so many villains, weren't able to make a single one very deep. And the whole "inner conflict" theme is a joke. Literally. Peter's "dark side" is more comedy than anything else.

I recommend waiting for this to come out on video and giving it a rent if you're really that much of a fan. Overall, it's a big let down considering the expectations and hype surrounding it.