Spider-Man 3 broke the record for ticket sales in its opening weekend, making an estimated $375 million worldwide. Considering the cost of the film was close to $500 million, it seems certain the film will break even and likely set more records. The test will be how people react to having seen the film and if the mixed reviews will keep on-the-fence movie goers from seeing it.

The critics have been panning the film for a variety of failures, including an all too emotional cast with everyone shedding a tear (including villians) Kirsten Dunst singing (twice!), a fair number of convoluted plot devices and a seemingly cramped story-line filled with too much going on. All of that is true, but even still - I found it still very much worth seeing.

My kids, ages 3 and 7, loved it. My daughter cried at the end (spoilers ahead, so beware) and my son who is possibly the biggest Spidey freak on earth was mostly able to sit still for the entire 2-hour+ film: no small feat for a 3-year old.

Sam Raimi, who’s been getting some heat for some of the over-the-top scenes in the latest installment in the Spider-Man series, needs to be cut some major slack. Unlike movie critics and your average movie-goer, we are a family submersed in comic books and the superhero/villain lore. I grew up on “origin stories” with a dad who collected comic books. So even with our “slightly above average level of Spider-Man sophistication” we were able to see the movie for what it was meant to be: a fantasy engagement with our inner child.

But that doesn’t mean they stayed true to the story(ies).

***Spoiler Warning***

Sandman in the comic book series did NOT kill Uncle Ben.

This was the only thing that bugged me about the film. Raimi up to this point has stuck pretty closely to the stories as written by Stan Lee and Steve Ditko. But essentially Sandman (Thomas Haden Church) was reinvented for this film, and unnecessarily so. In fact, he doesn’t really even belong in this film, but alas there he is. The “real” Sandman was just a petty criminal who, like many of the Marvel superheroes and villains, was bombarded with a massive dose of radiation which resulted miraculously in him being able to transform himself into a creature with sand-like qualities.

In Spider-Man 3, however, Sandman is a tragic figure who accidentally shoots Uncle Ben in a botched robbery attempt. He is driven to crime in a quest to find a cure for his sick daughter, and this is what leads him to break out of jail and subsequently get trapped in a particle accelerator machine, that for whatever reason spins sand around so fast that it bombards Sandman (aka William Baker, aka Flint Marko) and reconstructs his DNA. Completely fictional from the Sandman story, but very cool and fun to watch visually. He turns out to not to be such a bad-ass.

The New Green Goblin make his first real appearance in Spider-Man 3.

The first Green Goblin was Norman Osborn (Willem Dafoe), father to Harry Osborn (James Franco), Peter Parker/Spider-Man’s (Tobey Maguire) best friend. Norman Osborn was a co-owner of an industrial firm, Osborn Industries. His quest for power and wealth blinded him to the more simple pleasures of existence and he stopped at nothing to seize every opportunity to further himself, including taking an untested serum that was designed to enhance one’s strength and intelligence. The serum was successful, but the end result was an increasingly paranoid, insanely aggressive Norman Osborn with more strength and intelligence than he could handle - we are led to believe that he died in the first Spider-Man.

Harry witnesses Spider-Man returning a broken Norman Osborn to his home and the rivalry between Peter/Spider-Man and Harry is born. He seeks revenge on Spider-Man, and then later Peter Parker when he discovers Spider-Man’s true identity. This is where we find ourselves in the SM-3. Harry has transformed himself (by injecting the same toxic serum) into the New Goblin and is being taunted and harassed by his father’s ghost to avenge him and kill Spider-Man. In the first fight sequence of the film, Harry attacks Peter (not in Spidey costume) and the two engage in a dangerous mid-air battle that ends with Harry being knocked unconscious and not breathing. Peter, stricken, attempts to revive his friend and ends up taking him to the hospital. Harry is revived, but has conveniently lost his short-term memory - for a time. Harry, unburdened by his father’s death and bitter vengeance, becomes his old good-hearted self and Peter rejoices with having his friend back. This doesn’t last long, but fear not, a surprise ending awaits us.

In truth, the New Goblin story ends in tragedy as it does in the series, but what Raimi has done is blend the stories of both Harry and Norman into one. The Green Goblin and Peter have a love-hate relationship in the written series when Norman is also stricken with memory loss and leaves his evil persona behind for periods of time. Norman during these times dotes on Peter as the son he wishes Harry was, only further complicating this bizarre love-hate triangle. Seriously, Raimi can only do so much in one film. The comic series is far more complicated than a two-hour film.

That leaves us with Venom/Eddie Brock/Black Suit Spider-Man.

In the latest film, an alien symbiote crashes to earth in a meteor and coincidentally hitches a ride with Peter Parker, who was in the park with girlfriend Mary Jane Watson (Kirsten Dunst). One particularly bad day in Spidey’s life finds him in a fight with his girl and informed that Flint Marko (Sandman) is the man who is really responsible for the death of his beloved Uncle Ben Parker. Peter is consumed with guilt (for having killed the wrong man) and the desire to avenge his uncle. It is at this time the symbiote, drawn to hatred and anger, takes over Peter Parker. When he awakens he finds himself hanging upside down many stories up in a new, black suit and even cooler powers — thus begins the emergence of the Black Suit Spider-Man.

Feeding off the hatred and vengeance in Peter’s heart, the symbiote transforms Peter into a nasty Spider-Man who acts like an arrogant ass. He ruins the career of the ambitious and ethically-challenged photo-journalist Eddie Brock(Topher Grace), exposing him as a fake. He then steals Eddie’s girl Gwen Stacy (who was Spidey’s actual girlfriend in the illustrated series and is played by Bryce Dallas Howard, Ron Howard’s daughter), humiliates and assaults Mary Jane, emotionally and physically cripples his best friend Harry (who is now back to being the New Goblin) and essentially walks around being the virtual opposite of Peter Parker/Spidey: an enormously cocky jerk.

Peter finally comes to his senses after realizing that he has hurt the one he loves most, Mary Jane, and seeks to rid himself of the black suit. Upon hearing ringing bells, Peter rushes to a nearby cathedral. In the bell tower Peter begins a battle within himself to separate from the symbiote. The vibrations from the bells, plus the inner good within Peter, drive the symbiote out, which immediately finds a new host who possesses an even stronger desire for revenge: Eddie Brock. Yes, I know, how convenient. It’s a comic book, not Shakespeare.

Eddie, who was seeking revenge at the feet of the Lord, finds the means to exact his revenge on his arch-nemesis and Peter, who was seeking to rid himself of the hatred within, finds redemption. It is at this convergence with Peter rebuffing the symbiote and both the symbiote and Eddie seeking revenge on Peter, that Venom is born. No more Eddie, no more symbiote, just one ugly, pissed off alien with Spidey-like powers. This is the closest the film gets to the essence and heart of the Spider-Man series.

The ultimate struggle of good vs evil. That’s what we came to see, and that’s sort of what we get. If you didn’t know the truth, you’d be none the wiser. These may be cartoonish illustrations, but at the very heart is an epic struggle on par with Tolkien’s battle for Middle-Earth.

Sam Raimi, unlike Lord Of The Rings Triology director Peter Jackson, took some real liberties with the story and characters. He is too ambitious and I think he rushed the story for the accumulated affect, but he still gets a B for effort. And really, that, plus $375 million is not so bad.

Editors Note: What any of this had to do with celeb gossip, I couldn’t tell you. I guess I’d had enough Britney-Paris-Lindsay hell for one week.