While falling short of 'The Amazing Spider-man", this film does surpass the first two in the trilogy. Instead of simply making Spider-Man the ultra good guy and the bad guys nice and evil, Peter Parker is struggling (again) in his relationship with his whiny, annoying girlfriend MJ that always says Peter "doesn't understand how she feels." While the frustrating love-struggle that is never left alone in these movies comes into play yet again, it seems to finally get settles once and for all. Peter also struggles with himself, as some black ooze from outer space starts to turn him evil, causing him to be callous and nearly cruel, which might be hard for younger children to understand. There is violence and a want of revenge from several characters, but it is shown that revenge is in fact NOT the answer to problems. Parents should know that while the violence in this movie is sci-fi, there is violence nonetheless and some particularly frightening sequences with the Venom and the black suit, and point blank range shooting. Peter gets sensual - not only is there kissing, but he flirts and stares at girls and does inappropriate dancing, along with being cruel to MJ while under the influence of the black suit. There is some blood, and two best friends at different times in the movie try to kill each other, one ending up with a scar deforming the right side of his face. Some language.
Spider-Man faces three villains in this movie. The first is fellow photographer Eddie, whom Peter during a trial with his black suit humiliates. Eddie in turn asks God to kill Peter, but ends up instead getting a black suit of his own and turns into Venom, ultimately going to kill Peter himself. He is a shallow character but a decent villain. The second villain is escaped murderer Flint, who killed a man and continues to kill in an effort to get money for his daughter, who is dying. A deeper layered character than Venom, he turns into the Sandman and fights to kill Spider-Man for the sole reason that Spider-Man won't let him get money. You feel twangs of pity for him and his hunt for the cash that will save his daughter.
The third villain, and the best character in every movie, is the friendly Harry Osborne, son of the Green Goblin. Best friends with Peter and still in love with MJ, though he respectfully backs off when the two get together, (but there is a cute scene between him and MJ where they're making dinner and they dance after Peter and MJ break up) Harry still believes that Spider-Man killed his father. He infuses himself with the same formula that his father did and becomes a mini green Goblin, with a much better mask than his Dad's. A knock on the head with a bar makes him for a time lose his memory and once again be best friends with Peter. He ultimately regains his memory, however, and Peter attempts to kill his friend even as Harry attempts to kill him. In the end, he throws aside his anger and hurt at Peter and goes to help him rescue MJ from the Sandman and Venom, which ends with him being completely redeemed in the eyes of Spiderman, MJ and the audience. His redemptive path and much beloved and layered character makes Harry Osborne really the only reason to watch these movies, besides Aunt May, who once again has her little chat with Peter about being a man. The real problem that I have with the movie is that it focuses not so much on the life of Peter and his interactions with others, but rather his life with MJ, and how it is once again in jeopardy, like it always is. I think that if they came back with a #4, the plot line would be the same - they break up and get back together. They are meant to be strong characters, and they failed as fast as the Sandman can disintegrate. I couldn't bring myself to like Peter or MJ in this film, and was left wondering why on earth someone would ever dump someone like Harry for someone like Peter.