I have a crystal-clear memory of watching Spider-Man 3 in theaters in the South Chicagoland area back in 2007. At the time, I thought it was a massive letdown from the soaring heights of the previous two films from the trilogy. 

To some degree, my opinion hasn’t changed. I still don’t think it measures up artistically to earlier installments, although it is comparably quotable. There may not be screamers here like “Listen to me now,” “Back to formula,” “We are who we choose to be. Now CHOOSE,” “DO YOU KNOW HOW MUCH I’VE SACRIFICED,” and, of course, “Sleeeeepppppp…” But there are still some great ones like “See you, chump,” “Oh. Look at little Goblin Junior. Gonna cry?” and the infamous “I’m going to put some dirt in your eye.” But even though it’s probably the weakest of the trilogy, I think time has been kind to Spider-Man 3 and that it takes a lot of bold and meaningful swings.

Picking up a year after Spider-Man 2, we drop back in on Tobey Maguire’s absolutely singular Peter Parker in Spider-Man 3 as he prepares to propose to his lady love Mary Jane (still gamely played by Kirsten Dunst), all while battling colorful villains like Thomas Haden Church’s elegiac Sandman and Topher Grace’s bonkers Venom as our friendly neighborhood Spider-Man. Meanwhile, his best friend turned nemesis, Harry Osborn (James Franco), who discovered Peter’s secret identity in the last film and adopted his father’s moniker of the Green Goblin, waits in the wings for their final showdown. 

If this summary makes Spider-Man 3 sound overstuffed and chaotic, that’s because it is. One of the reasons why people claim Spidey 1–2 are far superior films is that 3 crams way too much crap into its runtime. And I think it’s a criticism with some merit. Several of the film’s plot points feel rushed and underdeveloped, particularly its villains. Except for Harry Osborn’s Green Goblin, they each come off as pretty slight when compared to their trilogy predecessors.

Probably the other most common criticism of Spider-Man 3 is that its tone is all over the place. On one hand, it’s insanely silly. The first two films were too, but this one takes it to a completely different level. I certainly didn’t appreciate how goofy it gets back when I first saw it at 19. I also disliked how it would oscillate from this tone to one that is overtly sentimental, almost maudlin in nature. 

But you know, it’s funny as you get older. Certain things that rubbed you the wrong way at one point in time are sweet and charming in another. That’s how I feel at least about the goofiness and earnest emotion of this film. Over 15 years have passed since Chris Nolan and Kevin Feige launched us into the modern era of superhero cinema, where every movie is either so dark it’s depressing or so post-modern that every flicker of genuine human emotion is treated as a complete fucking joke. Seen from this perspective, Spider-Man 3‘s unapologetic embrace of sappiness and cheese is deeply refreshing even if deeply messy. 

These flaws are also offset by the impressive way Rami and Co. move these characters forward. Rather than simply rehashing the highs and lows of very early adulthood, Spider-Man 3 depicts Peter and Mary Jane in their mid-20 and coming into conflict with the ugly and corrosive power of ego. It is an audacious storytelling decision that transforms the series’ primary conflict into an internal as much as an external one.

It also makes for one hell of a meaningful conclusion to a series. The Rami Spider-Man has always been a coming of age tale at its heart. Spider-Man 3 is able to use its plot setup to depict the final step in that universal journey. It compellingly argues that becoming a fully-realized person lies in accepting the ugliness that lives in all of us. It is only by knowing your own darkness, the film suggests, that we can then be fully equipped to do good. When we do the opposite and view ugliness as something that is purely external, then everyone apart from us becomes an enemy. A binary worldview like this precludes our ability to embody anything even remotely approaching heroism, as others become something not to lift up but to destroy.

Rami’s collaborators do a fantastic job communicating this complex evolution to the Spider-Man mythology. Maguire and Dunst, for example, absolutely knock the material out of the park. Both are deeply expressive performers and nail their respective characters’ struggles to transcend reactivity and self-loathing. Their final scene together in the series, where both Peter and Mary Jane accept each other – warts and all – is probably one of the most rawly emotional in any of these superhero films.

The heart and soul of the movie though lies in Rosemary Harris’s Aunt May. Her speech about heroism in Spider-Man 2 is obviously more iconic. But I’d argue that the scene where she comes to check in on Peter at his apartment in 3 is more impressive. Additionally, it really gets at the heart of what these films and the character of Spider-Man in general are all about.

Refreshingly free from the soaring remarks that dominate her previous speech, May here instead uses simple language to affirm Peter’s flawed yet innate decency. It models the heroism that Peter himself must and eventually does embody, which is to recognize that others are not exclusively ugly and can, in fact, be redeemed by making different choices. Harris exudes a kindness and care in this scene that I think every millennial has longed to hear and feel from their own parental figure. And the way she skillfully plays off Maguire’s agonized yet subtle performance never fails to move me to the verge of tears.

Nearly 20 years after I stumbled out of seeing Spider-Man 3 and made my way back to my dorm moaning and groaning about its inferior quality, I can confidentially report that my opinion on the film has both stayed the same and become entirely different. No question the previous two films in the series are better made in a certain sense. The scripts are tighter. The tone is more controlled. And the finished product is more polished. But Spider-Man 3 is also a deeply resonant piece of work that should be lauded for how it bravely delves into deeper and more complicated waters. It concludes the series with a level of insight that is sorely lacking from superhero cinema today, noting that true heroism lies in forgiveness above all else, including for yourself.