Get ready for high-flying, edge-of-your-seat action. Director Sam Raimi’s “Spider-Man 3” keeps the adrenaline rushing as he presents the darker side of everyone’s favorite web-slinger.

The story follows Peter Parker (Tobey Maguire), the unassuming alias of our hero Spider-Man, as we witness his trials and tribulations: girl troubles, job troubles, and friend troubles. The latter is especially problematic—it’s a friend who is hell-bent on killing Parker, in order to avenge his father’s death. Our boy’s got a lot on his plate.

The film’s feature villain is Venom, an alien organism who exploits Parker’s growing inner darkness in a perverse and disgusting way: it infects him before finding a permanent host in Eddie Brock (Topher Grace). Venom is joined by Sandman (Thomas Haden Church), an escaped convict-turned-mutant whose chance trip into an experimental reactor leaves him with power to control the sand. And adding to all of these new threats, there’s that murderous friend, Harry Osborn (James Franco), who has become the new Green Goblin, Spider-Man’s most dangerous foe.

As a whole, the execution works. The plot doesn’t seem muddled by the two love interests and three villains, and visually, the film really rocks you hard. Every punch comes closer to knocking you off your seat, and you can feel every fall.

Part of what makes the Spider-Man movie franchise so endearing is its sentimentality. You like Peter Parker, and you sympathize with him. When his Aunt May gives him loving advice, when he makes a bonehead remark to Mary Jane, you wince and wish he’d take it back. But when Venom begins to consume him, his good boy image quickly transforms into that of an arrogant, disaffected teen—complete with emo hair.

The movie suffers from a few weak elements that will take viewers out of the moment. Lots of the computer generated effects appear inexcusably fake. Sandman looks completely false and though Venom can be terrifying, he sometimes falls flat—instead of striking dread into our hearts, you kind of smile at his goofiness.

There will also, no doubt, be dissent in the details. Diehard fans will feel bittersweet toward the film; the sequence of events is vastly different that that of the comics. For example, Gwen Stacy was Parker’s first true love, killed at the hand of the original Green Goblin.

There are also some atrocious one liners: “I protected you in high school, but now I’m gonna kick your little ass” is just one. Most of Harry’s lines in the action scenes are about as original as that particular gem, and some of Spidey’s are no better.

The movie’s shameless moments of unnecessary NYC pride and American propaganda also seriously detract from the action. In one scene, as Spidey soars through the air to intercept Venom, a giant computer generated flag fills the entire screen behind him. The blatantly tacked-on patriotism really takes you out of the moment, and during the climactic head-to-head between Spider-Man and Venom, I really would have rather stayed in the Marvel universe than be jarred into our own.

But the flaws in “Spider-Man 3” are ultimately forgivable. The characters, cool factor, and visceral action make the movie a blast to watch the whole way through. So grab your little brother and nerdy comic-collector friend, and crawl over to a theater near you.