This was my first time re-watching this since the theater. I always thought this was third-best in the trilogy, but this time I think even more flaws were apparent to me. The bad: screenwriting in both plot and dialogue, too many villains, the ret-conned connection of the Sandman to the death of Ben Parker, the casting of Topher Grace, mishandling of the Harry Osborn character (he's bad, he's amnesia-good, bad again, good for real, many of the fight scenes drag on too long, poor character motivations and convenient situations, the tedious love-triangle plot, the Venom effects on Eddie Brock (whenever it pulls away to show his face), and Bernerd.

The good: Well, since it gets progressively bad, I had more fun during the first hour. I liked re-visiting these characters again, since I enjoyed the first two films. Emo-Peter made me laugh, even though I'm not sure if I was supposed to. I thought Sandman's origin at the particle physics experiment was a cool scene visually. That's about it. Either Venom or Sandman were shoehorned into the movie. And I wonder if that's not where all the problems stem from. Also, there's probably a limit to the amount of Aunt May's wisdom an audience can take.