Face-Off: Spider-Man 3 vs. The Amazing Spider-Man 2

Last Updated on August 3, 2021

Nice to see you again, fans of the cinema! This is the Face-Off, where two movies enter and both movies leave, but one leaves in a slightly better light. Yes, here we take two competitors and compare their key elements and see who comes out the champion. It's a fierce competition that results in blood, tears, and online arguments, but the more brutal the battle, the sweeter the victory.

This week sees the release of the anticipated comic book movie VENOM, one of the Spider-Man universe's most iconic characters. Thinking about the big, black, long-tongued character can't help but generate images of the heroic Web-Head, so this week we will be taking a look at the two SPIDER-MAN movies that may not have fared as well as others in the series: It's SPIDER-MAN 3 vs. THE AMAZING SPIDER-MAN 2.

The latter was anticipated as the biggest release of 2007 (along with PIRATES OF THE CARIBBEAN 3), and when it arrived the response was…mediocre, to put it gently. While the first two movies were touted as two of the best in the genre, this new movie was a serious downgrade with a bloated amount of characters to match its massive budget and the introduction of the oft-mocked Emo Peter Parker. Even though it made its money this movie marked the end of the Maguire/Raimi run, bringing what started as a thrilling outing ended like a fly caught in a web.

After SPIDER-MAN 4 failed to get going Sony relaunched the series with THE AMAZING SPIDER-MAN to mostly positive results. Sadly, the rise of the Marvel Cinematic Universe led Sony to try and get their own universe going with THE AMAZING SPIDER-MAN 2, a plan that failed spectacularly. An unfocused story with too many eggs being laid for future installments, this sequel failed to meet expectations and became the lowest-grossing entry in the series by a wide margin. 

Neither of these movies is fondly remembered by the majority of people, but there is a superior flick among the two, so get on your best tights and swing on down to see which takes the prize!

The Ensemble

Tobey Maguire as Peter Parker/Spider-Man
Kristen Dunst as Mary-Jane Watson
James Franco as Harry Osborn/New Goblin
Thomas Hayden Church as Flint Marco/Sandman
Topher Grace as Eddie Brock/Venom
J.K. Simmons as J. Jonah Jameson
Rosemary Harris as May Parker
Bryce Dallas Howard as Gwen Stacy
Elizabeth Banks as Betty Brant
Dylan Baker as Dr. Curt Connors
Bill Nunn as Joseph "Robbie" Robertson

Andrew Garfield as Peter Parker/Spider-Man
Emma Stone as Gwen Stacy
Jamie Foxx as Max Dillon/Electro
Dane DeHaan as Harry Osborn/Green Goblin
Sally Field as May Parker
Campbell Scott as Richard Parker
B.J. Novak as Alistair Smythe
Felicity Jones as Felicia Hardy
Marton Csokas as Dr. Ashley Kafka
Colm Feore as Donald Menke
with Paul Giamatti as Aleksei Sytsevich/Rhino
Chris Cooper as Norman Osborn


I always get a weird feeling when thinking about SPIDER-MAN 3, like something in my cut feels…off. That may a normal condition when thinking about this movie, but I can never pinpoint the reason why. The closest I’ve come to nailing it down is that, in it’s bones, it just feels so much different than the first two – as if someone other than Sam Raimi is at the helm. But it’s Raimi – trust me, I’ve checked. While he directs the first movie with a focus on the heart and emotional core of Spider-Man, lacing the movies with a sense of fun and the occasional hammy bit, this movie is all expensive effects and hammy moments out the wazoo. I would expect this from a new director: new director, new approach. But it’s as if Raimi looked at the massive budget and felt like he needed to approach the movie from a different angle. Like, he discovered the movie Sony was going to have him make, and he just decided to lean into all the characters and effects and go wild. He still knows how to stage an impressive action sequence, including the skyscraper scene, the Sandman fights and the final climax being of note. But the emotional tones are all over the place, and varying types of performances he gets out of everyone makes for a jarring experience. Now, some people may enjoy this style, finding Raimi embracing the more absurd stylings of past movies like EVIL DEAD, but here, it feels like in doing so he lost the heart of Spider-Man, unable to find the story he wanted to tell. It’s shame, because had he stuck closer to the feel of the previous movies he could’ve wrapped up a fantastic trilogy of movies, instead of delivering the black sheep of the lot.

Marc Webb has a stronger grasp on AMAZING SPIDER-MAN 2’s identity than Raimi does on SM3. Though he’s bogged down by similar issues as Raimi (more characters, bloated budget, etc.), he maintains a strong, consistent personality throughout. This is mostly by letting Andrew Garfield and Emma Stone work their magic together, crafting some emotionally resonant sequences, leading up to a heartbreaking finale. The action sequences (though shockingly few in number) are cool too, even if they are incredibly destructive and over-the-top in spots. More so than Raimi, I feel like Webb went in with a clear path on where to take the character and where he needed to go emotionally, and sadly he had to deal with all these other franchise-building elements that distracted from it. He deserves a bit of credit for crafting some of the best character moments of all the movies in this series (the “just being friends” bit between Peter and Gwen is fantastic), but sadly will be known more for crafting the least successful entry of them all (so far).


Jesus. What a mess of characters and plot lines this script by Alvin Sargent and Ted and Sam Raimi is. You could ram Sandman’s gigantic, car-smashing fist through the plot holes in this movie. While the others were clear and focused with a strong central villain, this one is all over the place with numerous villains and abundance of waste. And on top of that, so much is crammed and rushed in so little time you can tell they were doomed from the start. At the top of the movie we are brought back into the life of Peter, get a taste of his current love life, see Peter and Harry get into a minor, awkward chat, see the very, very, very, very small, unnoticeable space rock carrying the symbiote crash to earth and see Flint Marco break out of jail and go home. That's all before the 11-minute mark, and that includes the 3 minutes of opening credits. That's an absurd pacing and exposition of information. From there the movie fails to find a clear story. Peter is a bit cocky because people love him; MJ is jealous; Harry is angry and then stricken with soap opera amnesia, and; everyone else is…there. It takes a solid hour for this movie to get an resemblance of story, centering on Pete getting his black suit (via the symbiote that’s just been chilling in his apartment for, I don’t know, days), and going all eye-liner angry. Even then, characters come in and out of focus, forcing Peter into numerous, unrelated conflicts. Within this script there is an abundance of cheesy lines and, surprisingly, strong potential for something great. Any one of these villains could’ve fueled a great story on their own, the strongest being Peter vs. Harry. You could’ve even worked the black suit in there too. But altogether this movie is mess, and you think Sony would’ve learned their lesson…

Spoiler: they didn’t. At least not entirely. While ASM2, may have fewer villains than SM3, there’s no denying the movie in no way benefits from having Electro around. As with SM3 the conflict here detracts from any main story between Pete and Gwen, and even his search for his father’s secret. There’s a good story in here (Roberto Orci, Alex Kurtzman and Jeff Pinkner on the script, with James Vanderbilt getting a story credit), and I always find myself wanting to see more of Peter finding out who he really is and what makes him a hero. But, for some reason, nothing seems to click. Everything seems disjointed in the narrative that it feels like we’re watching separate movies. Like SM3, this movie squanders a great chance to dig into the Peter vs. Harry dynamic, floundering underneath a useless villain (Electro). It’s a shame too, because Peter, Harry and Gwen are so well-written and given depth that it’s easy to crave a story with just them three. But the poor attempt to set up a cinematic universe results in a bunch of random characters who easily could’ve been merely teased and saved for later. What saves the movie is the writing of Pete, Gwen and Harry, and it’s a damn shame we will never see those three actors in the roles again, for one reason or another.

“Best” Bits and Lines

New Goblin

The Goo!

Flint Marco

Goblin Attacks/The Longest Alley in the World


Skyscraper Destruction

Sandman Attacks

Black Suit

Underground Fight

Spider-Man: “Remember Ben Parker? The old man you shot down in cold blood?”
Marko: “What does it matter to you, anyway?!”
Spider-Man: “Everything!”

Emo Spider-Man

Harry v. Peter

Harry Osborn: “You took him from me. He loved me.”
Peter Parker: “No. He despised you. You were an embarrassment to him. Look at little Goblin Junior. Gonna cry?”

Groovy Pete

Brock: “Oh, Parker, you are such a boy scout. When are you going to give a guy a break?”
Peter: “You want forgiveness? Get religion.”

Jazz Club

May: “Uncle Ben meant the world to us. But he wouldn't want us living one second with revenge in our hearts. It's like a poison. It can – It can take you over. Before you know it, turn us into something ugly.”

Taking Off the Suit

Birth of Venom

Team Up

Harry's Scarred Face

Brock: “Oh! My Spider-Sense is tingling…If you know what I'm talking about!”

Spider-Man Down

Harry Arrives

Brock/Venom: “Never wound what you can't kill.”

The Final Fight

Peter Parker: “I know what it feels like. It feels good. The power. Everything. But you'll lose yourself. It'll destroy you. Let it go.”
Venom/Brock: “I like being bad. It makes me happy.”

Bye, Bye Harry

A New Day

Chasing Down Pre-Rhino

Break Up

The Life of Spider-Man

Peter: “Oh, yeah, yeah, I was cleaning the chimney.”
May: “We have no chimney.”
Peter: “Whaaat?”

The Osbornes

Harry: “It's been 10 years. What have you been up to?”
Peter: “I do some web designs.”

The Birth of Eel-Man, er, Electro

Felicia Cameo


Attack Times Square

Pete and Gwen Sneaking Around Oscorp

Peter: “This is the maintenance closet, Gwen. This is most cliched hiding place you could've chosen. This is the stupidest hiding place.”
Gwen: “I'm sorry, I didn't take us to the Bahamas of hiding places.”

The Underground Hangout

Breaking Out Electro

Harry: “I thought we were already friends.”
Electro: “I had a friend once. It didn't work out.”

Becoming Goblin

A Loving Gesture

Peter: “Well, I choose you. So, here's my thought. England. Both of us. I'm following you now. I'm just gonna follow you everywhere. I'm just gonna follow you the rest of my life. I mean, they got crime there in England.”

Showdown at the Power Plant

Electro: “You're too late, Spider-Man. I designed this power grid. Now I'm gonna take back what is rightfully mine. I will control everything. And I will be like a god to them.”
Spider-Man: “A god named Sparkles?”

Goblin v. Spider

The Death of Gwen Stacy

Gwen: “My wish for you is to become hope; people need that. And even if we fail, what better way is there to live? As we look around here today, at all of the people who helped make us who we are, I know it feels like we're saying goodbye, but we will carry a piece of each other into everything that we do next, to remind us of who we are, and of who we're meant to be.”

Rhino Attack/Be a Hero

Spider-Man: “On behalf of the fine people of New York and real rhinos everywhere, I ask you to put your mechanized paws in the air!”
Aleksei Sytsevich: “Never! I crush you, I kill you! I destroy you!”

Spider-Man: “You want me to come down there so you can kill me?”
Rhino: “Yes!”
Spider-Man: “Okay, I'll be right there.”

Peter Parker/Spider-Man

The previous two SPIDER-MAN movies covered Parker very well, focusing more on the innocent nerd with love for MJ in his heart and confusion on the brain. Both movies really dig into who Parker is at his core, especially the second movie. This one eventually gets into an interesting side of him, dealing with his anger and darker side, but this movie takes SOOO long to get there, and only through a variety different, almost episodic means. Then, when he finally gets the suit, it’s more of a mockery than an honest exploration. He drapes his hair over his head like he’s trying to join a Fall Out Boy cover band, and he swagger down the street in a way only a guy with no swagger would think is cool. Maybe that’s part of a bigger joke, an attempt at broad humor. But I doubt it. There’s not a lot in this movie that is taken as seriously or given the proper treatment as it should’ve been, with Parker being the biggest victim.

In this movie we get more of the confused, emotionally conflicted Parker that Raimi and Maguire explored in SPIDER-MAN 2. I don’t think Garfield’s character was close to giving up the suit, but he was trying to search for some reason for being a hero. If there’s a negative side to the way this movie handled this was by giving him too many elements to juggle. There’s the relationship with Gwen, the searching for his father and his relationship with Harry. All of these take up so much of his time but don’t always feel like they’re working towards the same goal, making his story a bit unfocused. But, Garfield is still excellent as Parker, and the script never loses sight of what makes him special and works in some great character moments that still make the actor’s early exit from the role a hard pill to swallow.

The Love Story

While the new run of movies featuring the Wall-Crawler haven’t really made his love life a major theme, the first two run of films made them top priorities. The first two Raimi movies explored the relationship of Parker and MJ is a natural, sweet way, with Maguire and Dunst having a nice chemistry. SPIDER-MAN 3 has material in there for a great dramatic evolution between the two, which could’ve been spurned with a Harry/Peter/MJ love triangle, had Harry been the one and only villain. But, because there’s so much going on, and so many people to take care of – including another emotional dynamic in Gwen Stacy – their emotional moments get whittled down to:

MJ: “You’re being selfish!”

Parker: “What?”

MJ: “Grrr.”

This movie still rubs people the wrong way, but even when they're asked to find a bright spot, dollars to donuts, they cite the chemistry of Garfield and Stone. Their performances are the biggest reason this movie remains watchable, and the two actors exhibit engaging, funny, heartfelt performances. Together the sparks fly and you can feel the love for one another in every stolen glance and in every loose, natural conversation. The movie’s best moments are when the duo are on-screen, and Webb gives their relationship more than enough playtime on screen. Starting on a rocky foot, the two break up and they must face a life without one another. Of course, they realize they can’t, and do the crowd-pleasing thing and embrace one another after a large romantic gesture from Peter. However, the movie makes a bold move and pulls from the “Night Gwen Stacy Died” comic story and kills her off. The movie’s emotional climax hits like a rock, making this often shaky, sometimes aimless journey of a movie seem worth it.


Oh lord, here we go. When thinking about the failure that was SPIDER-MAN 3, where are the fingers pointed at but the villains. Each woefully underdeveloped, and played with a wide, crazily varied level of tones. There’s Harry’s New Goblin, at one point vengeful and the next a bumbling, amnesia-stricken simpleton; Sandman, a character with a glimmer of depth, literally washed away at one point and left in the background and; Venom, the most egregious misuse of a villain, one of Spidey’s most iconic foes turned into a B-level, third-act monster played like a weasel by Grace. If the villains get a check mark here next to ASM2 it's because at least these villains get a chance to get in on the action. The Sandman scenes and the finale are fun to watch, if that means anything. Still, much of what makes this movie bad can be traced to the misuse of all three of these iconic baddies – mostly because they could’ve been used so well individually and in future movies. Not to mention, two were killed off for good (Goblin and Venom), leaving no chance for future evil doings. Bad Sony! Very bad indeed!

This movie also wastes some villains, but so bad as SM3. Electro should not have been in this movie, with his poor motivation (“I want people to like me!”) backed by a lack of presence and a charmless, one-dimensional performance by Foxx. Then there’s Rhino, but his only crime is being overhyped in the marketing, and who only makes a cameo here, which is rather appropriate. The main villain should have been Goblin, and though Osborn looks like the Annabelle doll’s creepy cousin with that haircut of his DeHaan does a fine job mining the fear and madness out of Osborn, making his turn into Goblin seem logical. Plus, he lives on, meaning he could’ve come back even more sadistic than he was before. The villains here range from unnecessary to under-utilized, but the performance of DeHaan is the best villain work of both movies .


Even today, SM3 remains one of the most expensive movies ever made. With a production budget of about $260 million before promotion, this was clearly meant to be a visual extravaganza like no movie before. And why wouldn’t it be? The first two were, at the time, two of the biggest movies ever. Sadly, the movie has way too many moments that look like a cartoon. Take the early fight between Harry and Pete. Parts of it look like a PS3 cinematic, and the scene where they’re in the unending alleyway looks like an over-produced nightmare. In fact, a lot of the destruction, though fun to watch, looks way too self-indulgent. Look at the skyscraper scene, when millions in property damage is done so that Spidey can swoop up Gwen Stacey. The effects for the Sandman look great, and I really like the moment when he’s first coming to life after the accident, struggling to remain whole. Luckily the action scenes themselves, mostly later in the movie, still dazzle, with the final showdown being particularly epic. When the comic book action is going down the movie earns brownie points for being fun…but sadly, there’s a whole movie going on when the action dies down.

There are a lot of reasons Sony proved it didn’t learn its lesson after SM3, with the budget on ASM2 being one of them. The budget was also in the $200 million range, with almost as much tacked on for promotion. That is an absurd amount of money pumped into a movie where the one before it was the lowest-grossing in the series. Clearly, they thought throwing in more characters to kickstart their own cinematic universe would bring people in. Wrong! Most of the money likely went into Electro and his powers, which he then uses to unnecessarily destroy Time’s Square. Seriously, there’s some Michael Bay-level destruction going on here. That’s not the worst thing in the world, and when I watch this movie I can’t help but feel it needs more of it. The movie, running at 140 minutes, is actually quite low on straight action. Harry doesn’t go rogue until the end, Electro is taken out for a large chunk of the movie, and Rhino is just lucky to be there at the start and the end. There’s a lot of room where nothing is going on and where Spidey isn’t left aside. 

Maintenance of the Franchise

SPIDER-MAN 3 made a big chunk of change at the box office despite poor reception, making almost $900 million worldwide, which was fantastic during a time when only, like, three movies had crossed $1 billion. Yes, the movie may have lost some fans, but it did well enough and had enough defenders to make the studio and the cast and crew think they could bounce back. In fact, it wasn’t for almost another three years that Sam Raimi bowed out of doing SPIDER-MAN 4 in 2010, citing creative issues with the story, which would have included Vulture (John Malkovich) and Black Cat (Anne Hathaway). We all may like to joke that SM3 killed this run of the Web-Head, but I don’t think that was the case. If anything killed it it was time and failure to determine a direction. Plus, though this is just my speculation, the rise of the MCU probably showed them the landscape was changing, and in this new world of comic book movies the likes of Maguire’s Spider-Man probably wouldn’t have lasted long. No, SPIDER-MAN 3 was not meant to be the end that it became, but it was, and it’s a shame it had to end things on such an odd, misguided note.

ASM2 is the victim of coming out right as the MCU was starting to really pick up steam. The shared universe model proved it could work, and Sony wanted a taste of the action. Hence, this movie was designed from the get-go to be the launching pad for the new shared universe, with two sequels, and spinoffs announced before it even came out. This was, undoubtedly, a bad move. Not only did this distract from making a good movie that stood on its own, but it proved Sony had no clue what it was doing. It needed to make this movie great, not act as an ad for future installments, stuffing it with potentially recurring characters. Thus, reviews came out, the response was “meh,” and even though AMAZING SPIDER-MAN did well at the box office, clearly people were done with subpar Spidey movies. They saw with Marvel movies what the medium could deliver, and anything less than was a waste of time. Within less than a year plans for more movies were scrapped, and Spidey was lent out to the MCU with a new actor in the role. AMS2 had too much pressure on it to be good, and the fact that it wasn’t up to snuff was big, final nail in the AMAZING coffin. Move over, Uncle Ben. You have a new plot buddy.

Awards, “Praise” & Money

Golden Schmoes:


– Most Overrated Movie of the Year

– Biggest Disappointment of the Year


– Worst Movie of the Year

– Best Special Effects

3 wins, 32 nominations (per IMDB)


Rotten Tomatoes: 62% (51% Audience Score)

IMDB: 6.2

Metacritic: 59 (6.7 Audience Score)


$336 million ($890 million globally)

Golden Schmoes:


– Biggest Disappointment of the Year


– Worst Movie of the Year

4 wins, 29 nominations (per IMDB)


Rotten Tomatoes: 52% (64% Audience Score)

IMDB: 6.6

Metacritic: 53 (6.5 Audience Score)


$202 million ($708 million globally)


Amazing Spider-Man 2

SPIDER-MAN 3 is an infamous entry in the genre given how bad it is compared to the predecessors, let alone weird and misguided. It has one or two redeeming qualities, namely some of the effects, the action, and sometimes being so bad it's good. Because of this, it's not difficult to look at THE AMAZING SPIDER-MAN 2 as the better movie. It's more well-crafted and features stronger performances, and has some genuinely great elements, mainly the Garfield/Stone chemistry.  Sure, it may not be as bonkers and entertaining to watch as SPIDER-MAN 3 (for better or worse), but there's a stronger movie that packs a bigger, more emotional punch in its bones. Sony plans simply clogged the movie's arteries, and even though we got the MCU Spider-Man out of it, there's a whole series of movies here that we will never see come to fruition. But, hey, given the reception of VENOM, neither of these movies may be seen as the worst Spider-Man-related movie anymore. So in a way, both are winners. 

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