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The usual suspects have been rounded up for "Spider-Man 3," which, with a reported $250 million to $300 million budget, may be the most expensive movie ever made.

Unfortunately, aside from a few sizzling special effects, the thrill is mostly gone. The original "Spider-Man" was easily one of the best comic-book movies ever made (if not the best) and its first sequel offered an unforgettable villain in Alfred Molina's grotesque Doc Ock.

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MOVIE REVIEW "Spider-Man 3" Grade: C+ Starring: Tobey Maguire, Kirsten Dunst, Thomas Haden Church and Topher Grace. Directed by Sam Raimi. Rated PG-13 for sequences of intense action violence. At metro theaters starting around midnight tonight. 2 hours, 20 minutes. The verdict: The parts are better than the whole. RELATED: Where to see it first Spider-Man quiz 'Spider-Man 3' Hauls in $29M in Opening Latest Spider-Man news Photos: "Spider-Man 3" New York premiere

The third installment, which also brings back all-important behind-the-scenes talents writer-director Sam Raimi and his co-writers Ivan Raimi (Sam's brother) and Alvin Sargent, seems more inevitable than inspired. The fans will turn out, but in years to come, they may wonder if the movie ever truly soared like its predecessors.

Still, a serviceable Spidey is probably better than no Spidey at all. This time, Spider-Man/Peter Parker (Tobey Maguire) is sitting on top of the world. His girlfriend Mary Jane (a dull role, dully played by Kirsten Dunst) not only loves him, but is privy to his dual identity. Manhattan loves him, too — no longer a maligned outsider, he's treated to a parade in his honor.

And there are no super-powered villains in sight ... yet.

Before long, however, there are four of them. First and best is escaped con Flint Marko (Thomas Haden Church), who, we learn, is the real culprit in the murder of Peter's beloved Uncle Ben (Cliff Robertson). There's a humanist-drivel backstory that explains he was only trying to help his sick daughter, but what really matters is that he is "demolecularized" (or something like that) and transformed into a malevolent shape-shifting dust storm known as the Sandman.

He is, no question, the coolest thing in the movie.

Next, there's Harry Osborn/New Goblin (James Franco), a holdover from the earlier flicks and still hungering for revenge while believing his former best friend, Spidey/Peter, killed his dad, the Green Goblin (Willem Dafoe). Still, he's pretty much a benign presence compared to Eddie Brock (Topher Grace), who starts as a rival for Peter's job at the Daily Bugle and evolves into the toothy and menacing Venom, Spider-Man's black-garbed mirror image.

Speaking of which ... finally, there's the ol' web-slinger himself who becomes his own evil twin after some black goop from outer space gets on him. See, the stuff conveniently landed near the cobweb where Peter and Mary Jane were stargazing and ... oh, it's too complicated and coincidental to explain any further.

Anyway, Peter gets a new 'do that recalls Hitler on a bad hair day and starts strutting around like a Mad magazine parody of John Travolta in "Saturday Night Fever." He's so nasty that, presented with the key to the city, he re-creates the famed upside-down kiss from the first movie with a handy platinum blonde (Bryce Dallas Howard). Right in front of — gasp — Mary Jane!

With all this going on, the movie doesn't lack for action. But the breathtaking set pieces are so isolated, so in and of themselves, the movie never builds. Stuff just happens and happens and yet the stakes somehow never get any higher.

Maguire gives it his best. Note how, when he's Bad Peter Parker, his eyes become hooded and his body language a bully's cocky stride. And Church, whom adult moviegoers may recognize as Paul Giamatti's wild-child pal in "Sideways," makes his character(s) more than standard-issue bad guys, simply because he's too good an actor not to.

Still, the film is a disappointment overall. No one will feel cheated — the movie isn't a careless cop-out — but somehow Spidey has gotten tangled up in his overlong, overdone and underthought web.