I don't understand how someone can say that the second one was good. It was 2 hours of Peter being a confused wimp, and Mary Jane trying to figure out who she loved. The raindrops scene was beyond stupidity, and Mary Jane running from the church to Peter's apartment was beyond being cheesy. I think the third is better. Yes, it was horribly edited, but if you have read the book you relize this can be fixed with a longer running time. There was a scene of Sandman breaking into a doctors office to ask him to save Penny. The doctor says the research is more than Flint can afford. But Flint gives the money from his bank robbery to the doctor. The doctor refuses and Flint slams him into a window. The doctor then agrees to help Flint but says that he needs more money. This scene explains Sandmans motives better. This scene was shot, but for some reason didn't make it into the final cut. Also, in the book during the fight at the construction site, right as Sandman is about to kill Spiderman the doctor and Marko's family show up. The doctor says that he tried but could not find a cure for Penny. Penny asks Marko why he is doing this and it makes Marko feel guilty. He gives up and Spiderman tells him to go be with his family. That is a better way for Sandman to exit the story, and gives better closure to the story of Penny. In the movie Penny is in one scene and you never find out whether she is cured or not. But besides these problems I still think the film was the best one of the three.