"Where do all these guys come from?" muses Spider-Man (Tobey Maguire), pouring sand from his Spidey sneakers after an encounter with the franchise's newest villain, Sandman (Thomas Haden Church). "Spider-Man 3," the latest stellar installment in Sam Raimi's superhero series, gives us an impressive lineup of baddies; more, you'd think, than one skinny webslinger — or one movie — could handle. But Raimi hurtles us breathlessly through the many subplots, like we're swinging on one of Spider-Man's threads. The result is sheer fun at the movies, the ooh-look-at-that, pass-the-popcorn kind of fun that's become increasingly rare — except in this franchise. We know the main characters well by now, whether we grew up with the Stan Lee/Steve Ditko Marvel Comics books or just fell in love with Raimi's two previous installments, and we'll follow them anywhere.

There's something immensely appealing about Peter Parker (Spider-Man's regular-guy alter ego), and Maguire plays him like the good guy in an old-time Hollywood melodrama. With his hair carefully parted and his voice chirping dweebily, he's all innocent charm, and he looks at Mary Jane Watson (Kirsten Dunst), the girl he loves, like she's his pot of gold at the end of the rainbow. "You are such a nerd," she says to him affectionately, early in the film. A redheaded damsel in distress (you know that at some point in these movies, Mary Jane's going to be dangling from something), she's now catching the eye of old pal Harry Osborn. Played by James Franco (who's as handsome as any silver-screen star), he's a still-life-painting rich boy with a secret identity — and a secret revenge agenda — of his own.

Add to the mix Sandman, an escaped con transformed by a visit to a particle physics testing facility — he's now, for reasons that only a physicist or comic-book writer could explain, able to shape-shift at will, transforming himself into grains of sand. Church, who has a nice touch with vulnerable big guys (as he showed in "Sideways"), makes him a tragic figure; a deft contrast with Venom (Topher Grace), an oily villain who revels in his own evilness. His human persona is Eddie Brock, a glib photographer for the Daily Bugle who's eyeing Peter's position. Grace, a breezy comic actor, attacks the role like it's a ham sandwich. He's having a blast, and so are we. And the population's larger still. Gwen Stacy (Bryce Dallas Howard), a pretty classmate of Peter's, turns up to run some blond interference between Mary Jane and Peter. Aunt May (Rosemary Harris) is back, with more homespun wisdom, grounding Peter in a more humble world. Meanwhile, J. Jonah Jameson (J.K. Simmons) is still presiding over the Daily Bugle, cantankerously coping with high blood pressure and with the general headache that Spider-Man gives him. "He's a fake! He's full of stickum!" Jameson yells, at whomever will listen. (The wonderfully wound-up Simmons, who bellows all his lines as if the rest of the cast is across the street, is one of this franchise's treasures; you wish he were on screen more.)

The three separate (sometimes intersecting) villain storylines make for plenty of high-flying duels, each breathtaking — I particularly liked a moment when Spider-Man zipped nimbly between the grid of a construction crane, high above Manhattan. And the main arc of the plot, in which Spider-Man's suit turns black and his personality takes a darker turn, gives Maguire a rare and unexpected chance for comedy.

As the newer, more caddish Peter Parker (he's wearing the dark Spidey suit under his clothes), he struts the streets with confidence. Flipping up the collar of his jacket, he's grooving to some mysterious, Bob Fosse-ish beat (he's almost got jazz hands). The new Peter thinks he's pretty fabulous, but the gazes from random women on the street say otherwise. Superhero movies can often fall into the trap of being overly solemn and reverent; "Spider-Man 3" delightfully avoids this peril.

For every funny scene, though, there's a moment of beautifully acted drama, or a tiny character piece from an actor who we'll barely see again. (Mageina Tovah, as a landlord's slouchy daughter quietly enthralled by Peter, gives us everything we need to know about her character in just a few moments.) It's not quite as perfect as "Spider-Man 2," though, and the problem is mostly in the character of Mary Jane, who's now struggling to become a Broadway star. Dunst is charming as ever, but the choice to have her warble a few songs (just barely passably) seems misguided, and the screenwriters haven't found much for her to do otherwise. (An oddly detailed scene in which she makes omelets with Harry in his kitchen stops the movie dead, just for a few minutes.)

But that's a small flaw in an otherwise terrific film, which should deservedly pack the multiplexes well into the summer. Will this be the end of "Spider-Man" on screen? Surely not; the studio isn't likely to give up on a franchise this profitable, whether or not Raimi or Maguire chooses to return. (It's hard to imagine the "Spider-Man" movies without either of them. We all saw the "X-Men" franchise take a dip in quality when original director Bryan Singer left after two films. And Maguire has made Peter/Spidey all his own; the supporting characters are marvelous, but it's his brave, soulful work that pulls it all together.)

Moira Macdonald: 206-464-2725 or mmacdonald@seattletimes.com.