"Making right choices requires keeping our heads on straight, thinking clearly, getting the facts, resorting to rules, calculating consequences, being responsible. It is important to keep our heads clear precisely because life can be so zany. But a clear head isn't everything. Don't rule out alternative roads — roads that take us beyond reason to the right choice," writes Lewis B. Smedes in Choices: Making Right Decisions in a Complex World. In the third Spider-Man movie, the superhero learns that this is so true.

As the movie opens, Peter Parker (Tobey Maguire) is flying high and everything is going great. "People like me," he says in a voiceover. New York City is safe and sound thanks to his heroic efforts, he in love with the girl of his dreams, and he is doing well at college. But then things begin to crack and change a little bit here and a little bit there until Peter is surrounded by chaos that threatens all that he thought he was.

The challenges begin when a mysterious black substance attaches itself to Peter's Spider-Man suit; he discovers that wearing the black suit he has more strength and agility. But at the same time, it draws out his need for power and control over others, making him full of pride and more aggressive. Still, Peter likes this new feeling and begins wearing the black suit under his street clothes.

This yielding to his shadow side intrudes upon his relationship with M.J. (Kirsten Dunst), who faces a major disappointment when her debut on Broadway is dubbed a failure and she loses her job. He is not there when she needs him; instead he capitulates to the fame game when he is given the keys to the city after saving Gwen Stacy (Bryce Dallas Howard), a college classmate and the daughter of the NYPD Captain (James Cromwell). During the ceremony, he kisses Gwen, breaking M.J.'s heart.

Then Peter and his Aunt Mae (Rosemary Harris) learn from the police that a recently escaped convict, Flint Marko (Thomas Haden Church), is the man who shot and killed his uncle years ago. This fellow is convinced that he is not a bad person but just someone who has had bad luck. He might be right. Running from the police, he stumbles into a molecular fusion experiment that turns him into a "sandman" able to change his shape and size at will. When Spider-Man finds out who Sandman really is, all his submerged feelings of vengeance resurface. Thank goodness Aunt Mae is on hand with some wise advice: "Uncle Ben wouldn't want us living with revenge in our heart. It can overtake us and turn us into something ugly."

Ugly is the word that describes Peter Parker's disintegrating relationship with his one-time best friend Harry Osborn (James Franco), which also becomes tinged with hatred and revenge. A final spiritual teacher is Eddie Brook (Topher Grace), an amoral and self-centered photographer who gives our hero a glimpse of his own capacity to choose the wrong path.

Spider-Man 3, overseen by director Sam Raimi, has all the requisite special-effects thrills than come with the territory. But the thing that holds our interest is the character development. We can identify with Peter Parker and the choices he must make to retain and deepen his humanity. In the name of love, he has to learn to put M.J. first and to set his own ego needs aside. In the name of friendship, he has to learn to what it means to stand by a person in tough times as well as in good times. For the sake of his own growth, he has to recognize his shadow side and forgive himself for his mistakes. For the sake of others, he has to accept that forgiveness is the hard but right path to take since all of us are vulnerable and sometimes make the wrong choices.

Being a winner in Spider-Man 3 means making choices from the heart, and that is a message that we need to hear again and again, given all the movies that proclaim the satisfactions of an eye for an eye. Three cheers for Spider-Man, the superhero with a heart!


Special DVD features include an audio commentary; Music Video Snow Patrol; outtakes; and six featurettes: "Grains of Sand Building Sandman," "Re-Imagining the Goblin," "Covered In Black Creating Venom," "On Location in New York and Cleveland," "Inside the Editing Room & Science of Sound," and three stunt featurettes.