A few weeks ago I watched the first Spider-Man again. Some of the action was a little more cartoony than I’d remembered, but its heart still beats just as strongly as it did the first time I saw it.

And right up until the moment I saw Spider-Man 2 — but to its credit, never during it — I was so terrified they’d somehow screw it up that I almost didn’t want a sequel at all.

It turns out I was worried for nothing. Spider-Man 2 is in my all-time top 10 and it’s my second-favorite superhero movie of all time, just barely behind Batman Begins.

Spider-Man 2 is a dazzling masterpiece of action and heart. It’s so infinitely better than its already amazing predecessor that I almost hoped yet again that they wouldn’t make another one for fear that they’d ruin the integrity of 2‘s hard-earned and well-deserved storybook ending.

The first two work as well as they do because of Tobey Maguire’s successful, accessible channeling of all the things that make Spider-Man so relatable.

For example.

At the beginning of Spider-Man 2, Peter Parker loses his pizza delivery job because he’s too busy saving lives as Spider-Man to deliver the pies on time.

But!

He can’t tell the boss* what happened because he’d give away his secret identity and put his loved ones at risk. And even though Peter’s a brilliant guy, he misses his classes and gets poor grades because he’s too busy being an anonymous hero to show up or study. He rescues children from burning buildings, he foils murders and bank robberies, he rescues the city from super-powered villains and monsters on a regular basis, and yet the poor kid still can’t pay his rent.

It’s a sad, lonely life for Peter Parker when Spider-Man 2 begins, with no relief in sight. If being Batman causes Bruce Wayne to miss a board meeting, he won’t get fired because he owns the company. If stopping an interstellar prison break from the Phantom Zone causes Clark Kent to miss a Daily Planet deadline, Lois Lane will cover for him and be waiting in bed with a bottle of wine when he gets home.

But that’s not how things happen for Peter Parker. No matter how hard he tries, his best is never enough. No matter how good his intentions might be, his loved ones still get hurt.

That’s why it felt so good to cheer for Peter at the end of Spider-Man 2, when he finally got the girl — Kirsten Dunst’s Mary Jane Watson — and started to figure out how to exist as both Peter and Spider-Man. I love what Mary Jane says to him at the end: “Isn’t it time somebody saved your life?”

When we catch up with Peter in Spider-Man 3, his life has never been better. His grades are up, crime is down, New York City loves Spider-Man again and he’s planning to ask Mary Jane to marry him.

But there are still a few loose strands in his web. His best friend Harry Osborn (James Franco) now knows he’s Spider-Man and hates him for it, still blaming Peter for the death of his father, the original Green Goblin (Willem Dafoe). And though Peter is oblivious to it, Mary Jane is having a hard time adjusting to Peter’s booming celebrity as Spider-Man while her own singing/acting career fizzles and fades.

So far, so good, right?

Flint Marko (Thomas Haden Church), an escaped criminal with a preposterous connection to the murder of Peter’s beloved Uncle Ben (Cliff Robertson) two movies ago, only wants to help his ailing daughter but instead runs into a science project that turns him into Sandman.

Meanwhile, a meteorite poops out a black alien goop that attaches itself to Peter’s Spidey suit and turns him into a mean-spirited hipster dufus who dances and struts around downtown, trades in wall-crawling for finger-snapping, and badly treats the people he loves.

And then there’s Eddie Brock (Topher Grace), a sniveling rival of Peter’s at the Daily Bugle who wants Peter’s job but loses more than that thanks to his less-than-honest brand of journalism.

And then there’s Gwen Stacy (Bryce Dallas Howard), Peter’s sweet, pretty lab partner who admires Peter’s goodness and intelligence and loves Spider-Man for saving her life. This, of course, doesn’t sit well with Mary Jane.

And then there’s Harry’s initial high-tech attack on Peter, followed by Harry’s bout with amnesia, followed by a second flare-up of Harry’s booze-fueled insanity that inspires yet another round of revenge against Peter.

Whew. And if that’s not enough for you, there’s even more irrelevance — including multiple musical numbers, for crying out loud! — crammed into this plodding, unpleasant and nearly unwatchable disaster of a film.

For all the fans (and suits) who demanded that Venom be included in director Sam Raimi’s franchise, congratulations and thanks a lot. You got what you wanted. But as the old saying goes, be careful what you wish for.

How about a Venom who, instead of being an unstoppable killing machine, has a voice that sounds exactly like hapless, nasally Eric Forman from That ’70s Show?

Does it make you happy that every time Venom’s about to go in for the kill, his jagged black smile of nasty fangs morphs into the soft, youthful face of Topher Grace, who whines about how Peter Parker humiliated him? It’s pathetic.

In the first two films, Raimi used old-school Spidey villains and crafted exciting, emotional stories. He’d even set things up perfectly for Dr. Connors (Dylan Baker), who was so good in Spider-Man 2, to become The Lizard in this film. Instead, Baker gets a couple of minutes on screen in exchange for a poorly executed Venom storyline that’s just too far-out a concept to fit within the carefully constructed world Raimi had previously crafted so lovingly.

Sandman, meanwhile, spends most of the movie as a mud puddle. (And it’s such a shame, too, because Thomas Haden Church is really, really good in the role.)

And then there are the plot holes. Dr. Connors tells Peter that the alien goop needs to bond itself to a host to survive, but for most of the movie it stays attached to a Spidey costume Peter keeps locked in a box in his closet. We’re supposed to feel sorry for the Sandman’s ailing daughter, but she’s only seen for a handful of seconds at the start of the film. Sandman tells Peter he didn’t want any of this to happen and they both have a big wet cry about it, when only seconds before the Sandman had been destroying downtown New York City as a giant sand monster while enthusiastically beating Peter nearly to death. And when Harry’s 107-year-old butler delivers THE massive revelation that sparks the film’s climactic battle, you’ll probably find yourself wondering why he didn’t give Harry this hilariously, ridiculously deduced bit of information FIVE YEARS AGO when he figured it out with his Junior CSI Kit.

Come on!

Gwen Stacy, who’s so important to Peter’s journey in the comics, is tossed in only to be tossed aside, while Aunt May (Rosemary Harris) is treated only slightly better.

The actors do their best with what’s there, but the awkward writing here is just as poor as the disjointed editing. (You don’t interrupt the brutal fight scene we’ve been waiting two hours for to spend a minute on J. Jonah Jameson trying to buy a toy camera from an obnoxious little girl. Or, in the case of Spider-Man 3, maybe you do.)

There’s some good action in spots, but you’ve got to sit through a lot of character-assassinating drivel to get to it. Some of the action sequences — like the runaway crane sequence — look so cartoony/computery that I sat there wondering if they were even actually completed when this thing was locked down.

There’s not a single scene here as memorable as any of the truly great moments from the first two. How can something so crowded still be so empty?

And don’t even get me started on its sour whimper of an ending.

In closing, Spider-Man 3 is a poorly organized circus in need of a ringmaster that goes out of its way to cheapen all that came before it. That being said, I still plan to watch the first two just as often as I always have, and I’m happy to pretend that the on-a-high-note ending of Spider-Man 2 — which sent a wiser, happier Peter Parker swinging into a world of endless possibilities — is the true conclusion to a story that started so beautifully.

* Okay, Bob. It’s time for us to write that Spider-Man movie** you came up with, where Mr. Aziz becomes a villain called Mr. D’Aziz — Mr. Disease, get it? — and Peter has to take him down before he poisons every pizza on the planet.

** It’d be a hell of a lot better than Spider-Man 3.