When you stop and think about it, there really isn't any reason for a Spider-Man game to NOT be fun. It may not rank among the greatest games ever made, but the combination of powers, personality and collection of villains should at least result in a fun game. Spider-Man 3 ties into the third movie and it is the first to appear on next-gen consoles. While you would expect the game to receive an upgrade equal to the power of the new systems, it doesn't.

At the very least, I expected Spider-Man 3 to really shine when it came to graphics. For the most part, the game looks nearly identically to Spider-Man 2, though with a few "next-gen" bells and whistles for a little extra polish. Character models look like awkward caricatures of their movie counterparts. Coupled with incredibly stiff animations (with the only exception being Spider-Man's combat and swinging movements), everything looks unnatural and lifeless.

One of the more impressive aspects is the map system, which allows you to zoom in and out of the city with the press of a button. It isn't the most revolutionary of features, though it still looks really cool and the transition is extremely smooth. Once you hit the streets up close, you'll quickly want to switch back to the overhead map view. All of the cars and people look exactly the same, only with a few textural differences. Enemies show a little more variation, but not much.

Sound is a little better, due mainly to many of the actors reprising their roles in the game. Spider-Man's repertoire of witty comebacks is present and used just enough that they don't get tiresome. Overall, the voice acting is simply okay.

Spider-Man 3 uses an open world mission structure that ties together elements of the movie's plot with new stories featuring three gangs and a few classic Spider-Man villains like Scorpion, Rhino and The Lizard. All together, there are around 10 storylines, though none are all that deep - including the movie's plot which you really don't get into until you are halfway through the game. Pacing is spotty and jumps around without pulling everything together in a cohesive plot.

As you swing through the city, you'll come across icons that indicate the various Missions and Activities you can play through. Missions are time released and must be completed in order to unlock new missions or progress the main movie plot. Activities primarily consist of a series of timed events. Mary Jane Thrill Rides are checkpoint races where you must bring Mary Jane to different locations while listening to requests to swing faster or higher. You can also compete in free-fall missions where you guide Spidey through a series of rings or a type of check point race where you rush around an area combating crime or diffusing bombs.

Swinging is your primary mode of travel around the city and the most enjoyable aspect of the entire game. Spider-Man 3 uses the same system as Spider-Man 2 where you can only latch on to nearby buildings. The underlying mechanic is great, though it does make a few missions a little harder than they should be due to the layout of the city. This is especially true during some of the Thrill Ride missions since MJ will need to go to a location that is higher than the buildings around it. There are times where you will need to quickly zip over to an area or reach a high rooftop, but lack a place to anchor your web.

While there is plenty to do during the game, the entire experience feels limited. Missions pop up in a linear fashion and, given the high difficulty level of some missions, can hold you back from progressing through the game. The game's best moments come though simple exploration. There are times where you may uncover a hidden gang hideout or stop random crimes. The planned missions are either too hard, bland or just no fun.

The big payoff to slogging through missions is the chance to unlock the black symbiote suit. The downside is that you don't get the suit until half-way through the game, which is a lengthy wait. All of Spidey's abilities are amplified by the suit, though even then the game is a challenge.

Gameplay balance is Spider-Man 3's greatest nemesis. Several missions feel next to impossible, though the reasons for this vary from mission to mission. Some throw you into impossible situations where you need to take on close to a dozen enemies, many of which will juggle Spidey between their attacks, making it impossible to recover. These situations are usually followed up by another attack, this time by even harder enemies, forcing you to scrape by with what little health you have left since you receive no health bonus between the two attacks.

The lack of health actually turns out to be a more common problem since it often seems like there is no rhyme or reason for when you receive health boosts. At one point, you may fight a couple of low-level thugs and receive a health boost, yet receive none when facing bosses.

Some missions will also throw in completely random objectives that can further complicate things. In one mission, a group of enemies are looting a museum, however, rather than protecting a set of rings which are at the center of the mission's plot, you instead need to worry about protecting a set of dinosaur bones.

Combat is functional, though it looks better in concept. Spider-Man has three basic attacks that can be strung together for a series of combos. These turn out to be more flash than function. Early on, I found that two basic attack combos are all that is needed to take out most enemies. Combat is at its best when facing small groups of enemies, though when their numbers increase, it falls apart since it doesn't feel like it was made for handling multiple attacks.

As you beat down enemies, a meter fills up that, once filled, opens access to a one-time use special attack. Like other combos, some are more useful than others and ultimately don't add much other than a powerful attack that may or may not prove useful. Once Spider-Man obtains the black suit, he can enter a generic rage mode that increases the strength of his attacks for a limited time.

Shoddy camera work adds yet another complication to nearly every aspect of the game. Swinging around the city - again the best part of the game - becomes difficult to navigate and during combat, it flies all over the place.

Timed button-press sequences similar to the ones found in Tomb Raider: Legend or God of War are Spider-Man 3's biggest addition. These pop up in just about every situation. Although they seem perfectly suited to Spider-Man's gameplay style, it isn't as tightly built as similar systems. Not only does the timing feel off, but it makes use of nearly every button on the controller, including the analog sticks, which ends up overcomplicating the mechanic.

In the end, Spider-Man 3 is B-Team effort for what should be a Triple-A game. There are a few fun moments to be found while swinging through New York, though these moments are muddled by a poor camera system, bland missions and an over-the-top challenge level.