SPIDER-MAN 3 — *** — Tobey Maguire, Kirsten Dunst, James Franco; rated PG-13 (violence, profanity, brief drugs, brief gore, vulgarity).

As with the "X-Men" movies, the "Spider-Man" series improved considerably with the second installment ... but it falters a bit in this third go-round.

Still, "Spider-Man 3" is not as big a stumble as last summer's third "X"-adventure, "The Last Stand."

In fact, "Spidey 3" is an entertaining superhero movie and a decent popcorn flick. But it's definitely not as good as the first two, and it's a little overstuffed. OK, make that severely overstuffed.

Cowriter-director Sam Raimi introduces too many new characters, and there's an overabundance of subplots. And though nearly all of the plot lines are resolved, they make the film feel a bit rushed and incomplete.

"Spider-Man 3" picks up the story where the second film left off. Our lovable loser hero, Peter Parker (Tobey Maguire), is finally finding success in both his personal and professional lives. And his masked alter-ego is the toast of the town.

Peter is also dating his longtime love Mary Jane Watson (Kirsten Dunst), an actress — though she has just bombed on Broadway and is a bit jealous of Peter's good fortune.

But that's nothing compared to the feelings of Peter's best friend Harry Osborn (James Franco), who's decided to take his revenge on Spider-Man — whom he blames for his father's death.

A violent confrontation leaves Harry hospitalized and starts Peter on a self-destructive spiral. Empowered by some sort of sentient black goo that's attached itself to him, Peter also decides to attack the new supercriminal, the Sandman (Thomas Haden Church), as well as a professional rival, Eddie Brock (Topher Grace).

The film's first hour or so is a blur, as Raimi introduces one new character after another and then spends the rest of the movie trying to give them all enough screen time. Both Church's and Grace's characters are a little neglected, as is that of popular comics character Gwen Stacy (played by Bryce Dallas Howard).

Surprisingly, much of the film is given over to the Harry-Peter strife — which is actually pretty good stuff. And this is Franco's best performance in any of the films.

Also, the action scenes are a blast, and there are some welcome comedic elements — including yet another scene-stealing bit by J.K. Simmons, as sleazy newspaper publisher J. Jonah Jameson.

"Spider-Man 3" is rated PG-13 for strong scenes of violent superhero action (brawling, fisticuffs, some peril elements, and vehicular and explosive mayhem), scattered profanity, brief drug references, brief gore and some suggestive language. Running time: 140 minutes.

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E-mail: jeff@desnews.com