Forgiveness is on the minds of many characters in "Spider-Man 3." They ponder if they're capable of offering it, worthy of receiving it — and whether, as the saying goes, it will ultimately prove divine.

In that spirit, audiences may also need to forgive director and co-writer Sam Raimi for creating a bloated, uneven behemoth with his third installment in the hugely successful comic-book franchise.

(The film is so feverishly anticipated, however, and the entire series is so revered, that any critic's opinion is irrelevant to the inevitable box office bonanza. Nevertheless, let's press on.)

Spidey the Third feels like an even greater letdown following Spidey Part Deux, which was the rare sequel that surpassed the original. "Spider-Man 2" was driven by a strong story and compelling character development, and didn't just feel the need to dazzle us with elaborate effects (though the effects did indeed dazzle).

Here, Raimi overloads us with more — more villains, more supporting characters and more plot lines — spread out across more time. People and threats come and go, and the narrative feels scattered. (Raimi crafted it with his older brother, Ivan, and veteran writer Alvin Sargent, who also co-wrote part two.)

Peter Parker ( Tobey Maguire) must battle human foes Flint Marko ( Thomas Haden Church) and Eddie Brock ( Topher Grace) but also their alter egos, the Sandman and Venom. He's still at odds with old best pal Harry ( James Franco) as well as Harry's souped-up super self, the New Goblin. And Peter, as Spider-Man, must fight his own dark urges when a pesky black goop from outer space attaches itself onto him of all people — what are the odds? It spreads across his body in place of his trademark red-and-blue suit, bringing out prideful, arrogant tendencies he never knew he had.

It is amusing, however, that even as dark Spidey, Peter's nerdy nature still shines sweetly through. His idea of being bad consists of displaying Denny Terrio-style disco dance moves while swaggering down the sidewalks of New York, and demanding milk and cookies from the adoring girl who lives next door. (As he turns crueler, though, he also revels in humiliating Brock, a cocky, competing photographer at the Daily Bugle. By now, Grace has got that persona down.)

Peter's also juggling two love interests: Mary Jane Watson (Kirsten Dunst), the longtime girl of his dreams who now knows he's Spider-Man and is cool with it; and Gwen Stacy (Bryce Dallas Howard, one of many new cast members), a college classmate with a crush on Peter who provides plenty of opportunities for Spidey to swoop to the rescue. Mary Jane is relegated to whining nearly the entire time about her botched Broadway debut; Gwen is an attractive, blonde prop. The way he treats both of them provides one of many opportunities for remorse.

So yes, there is too much going on in this $258 million extravaganza. But when you spend that much money making a film, theoretically you're going to offer some spectacular visuals. "Spider Man 3" does — sometimes.

The opening sequence, with Goblin chasing Spidey through the skyscrapers and alleyways of Manhattan at night, looks too fake and cartoony, like something out of a video game. Other moments are eye-popping — notably, when escaped prisoner Flint Marko falls in the middle of a scientific test site and finds himself molecularly deconstructed and reborn as a mass of sand (the filmmakers actually used ground corncob, which looks vividly tactile).

The rules as to what Sandman can and cannot do are still sort of baffling — Spider-Man can punch a hole through Sandman, but Sandman can turn himself into a wind-whipped storm and carry away large objects. Perhaps some of you fanboys out there, who surely will go out of your way to eviscerate any critic who dares trash your beloved movie, could be kind enough to share some enlightenment.

Church's blue-eyed, chiseled looks made him the ultimate carefree party boy in "Sideways." They make him equally believable here as a troubled but fundamentally decent guy who's done some bad things — and, of course, seeks forgiveness.

Peter, too, must deliver some mea culpas for his egregious behavior, and find a way to accept them from others for past transgressions that return to the fore. By the time "Spider-Man 3" ends, countless tears have been shed, story lines have wrapped up and minutes have dragged by — and the potential for "Spider-Man 4" has been clearly established.

It all could end right here, though, and it should: as a trilogy, one that isn't necessarily satisfying, but at least provides a sense that the web has been neatly completed.

"Spider-Man 3," a Columbia Pictures release, is rated PG-13 for sequences of intense action violence. Running time: 140 minutes. Two stars out of four.