I saw Spider-Man 3 Saturday night. It was a total mess, but the visuals were incredible, the fight scenes were thrilling, and I enjoyed enough of the film to make it worth my time. Still, it occurred to me on the way home that with a few simple changes, the film could have been a superhero classic. And

Before we begin, please know that I'm not a die-hard Spidey fan. The first two Spider-Man films were entertaining enough, but I forgot them immediately afterward. I know when you read that heading you probably thought this article would consist of complaints like "Why didn't they do such-and-such with the character of Venom like they did in Issue #231 of blah-blah-bloo?" But that's not me. This article comes from the point of view of an average guy with no knowledge of comic books who went into Spider-Man 3 with no expectations. Here's what I would have changed to make the movie more entertaining to me. SPOILERS AHEAD!

1) Kill Mary Jane in the opening scene


The Uncle stuff is played out, Peter needs something new to be upset about. And I used to love Kirsten Dunst, but now she "acts" her scenes like she can't wait for someone to yell "Cut!" so she can go and make out with one of The Strokes. Are we really supposed to believe that Peter would choose Dunst's dehydrated, negative, miserable Mary Jane over Bryce Dallas Howard's pants-explodingly hot, upbeat, and cheerful Gwen Stacey? Mary Jane is a terrible girlfriend! She spends the entire film whining about her lackluster singing abilities to a guy who spends his time keeping the city free from evil! She's dull, she's pouty, and she participates in elaborate Chubby Checker-scored cooking/dancing/infidelity montages with James Franco! Dump her!

2) Have your villains get upset before the last twenty minutes roll around


A no-brainer. I can't recall seeing a movie where the villains decided "You know, maybe we should kill the hero" so late in the game. The Sandman appeared to be thinking about what to have for dinner for most of the film. Venom doesn't even enter the picture until the last third. It's screenwriting 101, especially in a movie of this kind. By the end of Act One, you better be damn sure your audience knows who the antagonist is, and what your hero is up against. Nobody seems to have clear motives here. All the characters are confused and conflicted and don't really know who they want to kill and why or if they even want to. That's fine for a Scorsese film, but this is Spider-Man, people!

3) More J.K. Simmons and Bruce Campbell

In the few moments of screen time given to each of these fantastic character actors, they charged the movie with an energy that nearly all of the other actors lacked. As a huge Oz fan, it's always a little jarring to see J.K. Simmons in other roles – I kept expecting him to sexually assault Peter Parker. But once I got past that, the guy was hilarious. And Bruce Campbell's champagne back-and-forth in the restaurant was pure gold. Truth be told, Campbell should have played The Sandman. He certainly would have brought more life to it than Thomas Haden Church -- who must have thought he was playing the Sandman who puts kids to sleep.

4) Cut all scenes with Aunt May

Toot toot! Next stop, Snoozeville! Good Lord! I understand that Aunt May gives Peter his moral guidance and all that crap, but this old broad grinded the movie to a screeching halt every time she appeared on screen. That story of how her marriage proposal went down was like watching beige paint dry. Her voice is laced with Sominex. I hate to be insensitive, but no action movie should feature several lengthy scenes of the hero having deep conversations with an elderly woman.

5) Have a little fun with the character names

Yeah, the changes would have ticked off the fan base, but I think two great opportunities were missed here. A) When Peter Parker is in "Black Spiderman" mode, he should be referred to as "Peter Darker." B) Instead of Flint Marko, The Sandman's alias should be "Sandy Beachington."

6) More Peter Darker

From the reviews I've read, it is clear that people hate the scenes in which Peter's nasty side takes over. My favorite Indiana Jones film is Temple of Doom, so this is coming from a guy who loves seeing the hero turn evil -- but I just wanted more. Tobey Maguire is something of a void in these films. It's the same problem with Clark Kent, the character is almost too good, and therefore kinda boring. Having Peter become a cocky bastard is just what the series – and Maguire - needs at this point, and I wish they'd explored that a bit more. As for the dancing scenes that caused such an outrage in early screenings, I loved 'em. I don't really understand complaints that the Saturday Night Fever stuff was too ridiculous and unbelievable. Let me get this straight -- you have no issue with a man who gets superpowers from a spider bite, dresses in a red suit, flies through the city, and shoots webs from his wrists – but when he goes to a dance club, then the credibility is strained?

7) Have somebody be just Pure Evil

I like shades of gray in my heroes and bad guys, but in a movie like this, someone has to be an unrepentant Villain with a capital "V." You know, the kind of guy the audience can't wait to see dead. No one filled that role here. Let's just break down this list of so-called "villains."

  • Harry Osborn/Goblin Jr. is desperately trying to kill Peter for about ten minutes before he gets amnesia and becomes a total cotton-candy eating sweetheart. Later, he's a jerk again for 10 minutes and then he's teaming up with Peter to fight the bad guys. Pick a side!
  • Flint Marko/Sandman is the worst of the lot. He killed Peter's uncle? Sweet, there's a reason to kill him! Oh, but wait – it was an accident. He's just misunderstood. And sad. Oh, and he loves his daughter! He was doing it all for money to save her life. So...should we be cheering against Peter trying to kill him? And if so, why is he in this movie? So Marko and Peter can put their differences aside and build Sandman castles somewhere? Lame!
  • Eddie Brock/Venom is the closest we've got to a true villain here, but he's more a John Hughes bad guy than a comic book villain. Topher Grace's Brock is smarmy, he's conceited, he doesn't treat his girlfriend with respect -- he's basically James Spader in every 80's movie. But should he be killed for those qualities? When the black gunk transforms Brock into Venom, he's truly nasty and scary. But Raimi makes the choice to have Grace's face constantly popping out from the mask, making wisecracks and reminding you that he's really just your average douche with frosted tips.

Maybe it's refreshing to some, but Spider-Man forgiving, consoling, and rescuing those that are out to destroy him doesn't make for the most satisfactory action flick.

And I haven't even mentioned my disappointment that they didn't use Metallica's "Enter Sandman" in the creation sequence!