Personally, I loved the movie. It was actually funny (the parts with Bruce Campbell as the French waiter and Emo Peter hitting on girls and dancing were great), had amazing special effects and fight scenes (Venom was awesome), and had a substantial plot and character development by super hero movie standards. I was worried the inclusion of three villains might weigh the movie down and make the plot unmanagable, but things came together nicely in the end. The theme of shades of gray in the movie was great, with every super hero or super villain in the movie doing both good and bad deeds and having an understandable motive for their actions. It's tiring to see super hero movies where the good guys are always good and the bad guys are always bad. Spider-Man 3 successfully breaks that tradition. It may not be The Godfather or Citizen Kane, but it's an entertaining two and a half hours if you're willing to not take it too seriously and just enjoy yourself. It's a movie about a guy in spandex after all. P.S. - Hyman, you didn't think Sandman's end was satisfying? I thought Sandman stole the show and his character was well-done, especially when I was expecting him to just be another stupid thug.