At a time when comic book adaptations are so prolific but seldom any good—cheesy dreck such as 2005's "Elektra," 2005's "Fantastic Four," and 2007's "Ghost Rider" only serve to leave a bitter taste in your mouth—the "Spider-Man" series has literally and figuratively swung to the top of the class. Director Sam Raimi (2000's "The Gift"), helmer of all three pictures, has effortlessly taken the Marvel comic from which it is based and enlivened it onscreen with unending passion, veritable thrills and innovation, and masterfully nuanced character work. Indeed, 2002's "Spider-Man," 2004's "Spider-Man 2," and now "Spider-Man 3" should stand as first-rate models that all future cinematic projects of this ilk strive to achieve.

Picking up shortly after the events of the first sequel, college student Peter Parker (Tobey Maguire) has finally revealed his alter ego of Spider-Man and professed his love to soul mate Mary Jane Watson (Kirsten Dunst). Their happy bliss as a couple is short-lived as a series of profound events threaten to tear them apart. When best-friend-turned-enemy Harry Osborn (James Franco), out to avenge his father's death, attacks Peter in his dad's old Green Goblin garb, Harry is hurt in the fight and temporarily loses his short-term memory. Suddenly buddies again, Peter fears that the time will come when Harry's tortured past returns to him. Meanwhile, Mary Jane's disappointment in being fired from one of the lead roles in a Broadway production is eclipsed by the rising star status of Spider-Man, her feelings of neglect turning to betrayal when he instigates an upside-down kiss between himself and classmate Gwen Stacy (Bryce Dallas Howard) as a publicity stunt.

It wouldn't be "Spider-Man" without a villain, and this time there are three. Escaped convict Flint Marko (Thomas Haden Church) wants nothing more than to get enough money to save his sick daughter's life, but taking a getaway route through a fenced-off field utilized for molecular testing transforms him into Sandman, a figment of his former self with the ability to break down into the nicknamed element. Aspiring photographer Eddie Brock (Topher Grace) swoops into the Daily Bugle and becomes Peter's competitor in providing editor-in-chief J. Jonah Jameson (J.K. Simmons) with candid snapshots of Spidey at work. Suffice it to say, their adversarial relationship goes from bad to worse. The biggest threat to Peter, however, isn't another person, but himself. A meteor crash-lands to earth and unleashes black alien sembiotes that attach themselves to Peter, giving him a dark, intoxicating power that he is virtually helpless to stop. With his mind growing increasingly polluted, he moves closer to destroying his life, his reputation, and everyone he has ever cared about.

If the plot sounds complex, you'd be right. In lesser hands, the film would come off as overstuffed. One of the astounding things about "Spider-Man 3" is that it takes the time to flawlessly interweave its five or six major story threads, developing each of them while never misplacing its soul or losing sight of the characters and their humanity. The screenplay by Alvin Sargent (2002's "Unfaithful") and Ivan Raimi is a study in airtight eloquence; take away the superhero aspect and the mesmerizing special effects and the mind-blowing action sequences, and what is left is a universal story of three people—Peter, Mary Jane and Harry—struggling to find their place in the world. Amidst all of this is a love story between Peter and Mary Jane that, over the course of three films, has grown into something deep, beautiful, messy and altogether powerful.

The strength of the recurring ensemble is unfaltering. Tobey Maguire (2006's "The Good German") is better than ever before as Peter Parker, revealing new and unexpected shades to a person who doesn't realize the fame he receives as Spider-Man is going to his head and damaging his relationship with Mary Jane. Things only get bleaker when Peter is seduced for a time to the dark side by way of the alien matter. Maguire handles this role reversal and smarmy new bad-boy image with an evocative mix of humor and tragedy.

Kirsten Dunst (2006's "Marie Antoinette") slides back into the complicated and lovely creature that is Mary Jane Watson like a well-worn but not tattered glove. Dunst gets right the adoration she has for Peter, the loneliness she experiences when he shuts himself off from her, and the poignancy of a young woman who has dreamed all her life of being an actress but isn't sure she's cut out for it. As Harry, James Franco (2006's "Annapolis") is given more shades to work with than he has in the past; on the one hand, his character blames Peter for his father's death without knowing the full story, but the authentic bond and camaraderie they used to share comes back when Harry suffers an accident-triggered memory loss that returns him to his once-peaceful and lighthearted self. And as Peter's beloved Aunt May, Rosemary Harris is endearing and wise as usual.

New to the series are a trio of fine actors. As Flint Marko/Sandman, Thomas Haden Church (2004's "Sideways") plays his unpredictably written role not as an interchangeable, one-note villain, but as a man who has made awful mistakes in his life and doesn't know how to make amends. That he becomes an imposing figure is beside the point of his true character arc. Bryce Dallas Howard (2006's "Lady in the Water") is an exuberant presence as the perky Gwen Stacy, whose crush on Peter Parker is seen as an understandable threat from Mary Jane's viewpoint. If any of the parts are miscast, it is Topher Grace's (2004's "In Good Company") sensationalistic photographer Eddie Brock, who eventually becomes the demonic, razor-toothed Venom. Grace is an odd choice to play the heavy, too slight in stature and mild-mannered in speech to be totally believable, but perhaps this irony is intentional. Without a doubt, his uncanny resemblance to Tobey Maguire makes for a strong opposing counterpoint to the more virtuous Peter.

As is a rule with most sequels, "Spider-Man 3" is bigger and vaster in scope than its predecessors. Where it bucks the trend is in its decided superiority over them. The characters, already so well-defined in previous installments, are even richer and more layered than they have been in the past. The action set-pieces, the total of which outnumber those in "Spider-Man" and "Spider-Man 2" combined, are masterstrokes of wondrous visual effects work, superb cinematography, and seamless editing. Special note should go to an early sequence in which a construction site on top of a high-rise building goes horribly awry, and a dizzying climax so grand in stature and meticulous in conception that it has to be seen to be believed.

"Spider-Man 3" is akin to an adrenaline rush, to be sure, but that would mean little if it lost sight of its human touch. The core to "Spider-Man 3"—nay, the very reason for its epic success both creatively and financially—is its emotional resonance. Though we as a people live in a world that unfortunately does not have real-life superheroes, the conflicts that Peter and Mary Jane and Harry and Aunt May and the rest of them face are identifiable and universal. These characters, in all of their sincerity, hopes, imperfections and fears, symbolize a part of the human experience that speak to audiences worldwide. That director Sam Raimi treats them as flesh-and-blood creations instead of broad cartoon personalities is the crucial element that gives "Spider-Man 3" life. The final scene he has cooked up, simple, low-key and touching, gratifyingly wraps up the story arcs of the series and ties a graceful bow on them. With this ending taken into account, a "Spider-Man 4" would not only be unnecessary and tacked-on, but also a giant mistake. There is no more story to tell, but what a wonderful story was told.