Witness what a reported $250 million can purchase: The vision of a preposterous Manhattan; replete with gothic church-bell towers, a warren of dungeon-worthy subterranean tunnels, dilapidated tenements unwired for phone service, and a particle physics lab adjacent to Riker’s Island.

Spider-Man 3 is an expensive, muddled web of a film, with so many narrative threads stuffed inside that the loose ends are left poking out of almost every scene. There’s so much going on that an accurate synopsis would require almost a full page with a couple of footnotes. There are three super-villains – each with a backstory and a transformation sequence, plus a fourth if you count Peter Parker’s dalliance with some extra-terrestrial goo. Then there’s an amnesia subplot, a workplace rivalry, a couple of love triangles, a sick daughter, a shocking secret, sinning, redemption, even more forgiveness, and two musical numbers, including a show stopping song-and-dance routine.

Sequels are tricky business, trying to balance the impossible needs of being new while delivering the same old, expected thrills. Ultra-budget films have it even worse, because originality and daring creative choices can have hundred million dollar consequences. Spider-Man 3 feels like the confusing mash-up of a low-budget indie flick with some billion dollar special effect sequences wedged inside. The whole film works really, really hard to be amusing, and heartfelt, and sincere, and thrilling, and exciting, and eye-popping, but the end result is just fragmented and laborious.

For all the noise and nonsense, there is some genuine heart working here, but it gets drowned in the melodrama. Heartbreak is the essence of the film’s world, as everyone is nursing a carefully guarded emotional secret. Disappointed girlfriends, longing ex-boyfriends, ex-wives, and lonely-hearted men trying to atone for past sins, this is the meat of the Spider-man milieu. There’s more weeping than should be allowed in a superhero movie aimed at teenage boys, and too much reliance on chance. The character motivations are largely defined by coincidence, without the door-slamming charm of a British farce.

While there is an embarrassing amount of crying, the biggest stumble here is the unavoidable problem of sequels. The story has been told already. Superhero movies are about redemption, underneath it all, and once a character has achieved it, end of story. In order to fill up a new film, the hero has to be flawed anew. The first film focused largely on Peter. The second film on Peter and Mary Jane. The third film focuses on Peter, Mary Jane, Harry, and several other villains who have to be humanized before mutating into bad guys. In the rush to fit everything in, nothing has time to breathe except the teary looks of longing.

But what about the action set pieces? Where are the gravity-defying action scenes that must push the boundaries of technology? Most of that $250 million price tag has got to be onscreen, and whatever it is, it’s got to be something fancy, new, and capable of launching space shuttles because it’s stuff we’ve never seen before. Sam Raimi, the director, frees the camera from gravity and hurls it through space with wanton glee, flying straight up, down, around corners, through windows, all while the characters trade punches with a complete disregard for the physics involved.

If large sections of the action sequences resemble video games, it’s a complimentary tip of the hat to the latest wave of special effects production. Instead of the Michael Bay school of SMASH-cut-SMASH-cut-SMASH directing, Raimi gets the action to unspool in fluid bursts, cutting for choice and not necessity. Longer takes are a new phenomenon in high action flicks and an unsettled new addition to the vocabulary of cinema. Until now, scenes like that weren’t possible in anything but video games. Even the first two Spider-Man movies carefully cheated by using completely costumed heroes during the free-swinging sequences and cutting with greater frequency. In Spider-Man 3, the heroes are largely unmasked while flying through the air. It’s a small distinction, but we now have the technology to CGI Tobey Maguire’s head instead just showing his spandex mask. Ah, progress.

The relentless anti-gravity theatrics flirt with being too much. It’s the classic editorial problem of saving the showstopper for the finale. If you’re working too hard through the setup, you’ll never bring it together for the finish. When everything is whiz-bang hyperkinetic flash, you gradually lose the jaw dropping sense of awe that punctuates a satisfying action flick. The epic magnificence of the car chase in The Matrix: Reloaded pays off with the final grandiose shot that brings every element of the chase together in one dizzying tour-de-force. The first two Spider-Man movies had the same problem. The runaway train sequence in Spider-Man 2 was unbeatable, and the film’s climax patiently suffered through a bland CGI whirlpool.

There is one magnificent, landmark scene in Spider-Man 3, and one that is perfectly suited to the extended take. After a hardened criminal is vaporized in a particle accelerator, the camera prowls around a pile of sand that begins to shift restlessly. Willing itself into existence, the sand begins to take on a fragment of a human form before collapsing away. It rises again, self-discovering and gradually shaping the elusive, shifting sands with an otherworldly will into the Sandman. The music underscores this passage with a quiet brilliance as well, avoiding minor key villainy in lieu of inspiring empathy and suggesting the awe of creation. This is one of the few remarkable, magical moments in the film.

Despite a reported $250 million budget, Spider-Man 3 is a case where less might have been more. The filmmakers were in a nearly no-win situation, though. A movie this big can’t satisfy every demographic with artistic integrity and deep, superbly nuanced filmmaking. Spider-Man 3 has a surfeit of problems, but ambition and a sense of daring isn’t one of them. It might choke on its own melodrama and excess, but isn’t it better to reach for the moon and fail, than to recycle the same old crap for a box office dollar?

As a movie, it’s an enjoyable clockwork puzzle to watch. Denzel recycles the quicksilver charisma from all his recent detective roles (most notably Inside Man), and holds the film together as a dedicated ATF agent called to the scene of a ferry explosion. The opening minutes, which linger on the passengers boarding the doomed ferry, feel like Michael Bay-lite. Multiple cuts, white flashes, and slow-motion shots of cheery sailors and crying babies unwittingly walking toward doom are hack directorial tools.

Sure, it’s necessary to create an emotional attachment to the story or some other line of crap, blah blah blah, but Scott is impatient to get to the big boom. Until the fireworks go off, he has to amuse himself with every random camera trick in the book, which is where he goes wrong as a filmmaker. Michael Bay, the faux-teur who almost single-handedly inflicted this aesthetic of gibberish upon the audience, remains the only guy who can shamelessly get it right. Think back to the montage at the end of Armageddon, where perfectly multicultural kids from around the world celebrate the noble sacrifice of Bruce Willis with an impossible, AT&T-commercial variant of innocence. The single shot alone of freckle faced kids with perfectly missing teeth, playing with a red wagon and a cardboard space shuttle, running in a glorious sun-dappled slow-motion shot is unforgivably manipulative, but it’s effective. Bay hasn’t forgotten his roots as a commercial director; and his ability to sucker punch overload a single image with shameless manipulation is unparalleled. Tony Scott has similar roots in commercials, but his interests as a filmmaker have pushed him far beyond the single image, and like his style or not, he’s got bigger fish to fry.

The agenda in that opening couple of minutes seems mostly to be a) fill time for the credits, and b) impatiently sketch in a bunch of victims to be gruesomely dispatched. As soon as the bombs go off, Scott’s pulse starts to palpably rise. This is what he’s interested in, now, and the movie responds. The shots of the explosion are as effective and as calculated as most bombs in the Bay oeuvre. In particular, an underwater shot where the cars and bodies sink in silhouette as the water churns from a murky green to a fire-orange is breathtaking. The soft fields of color could have come from a Chagall painting, with the urban shadows turning it toward the sinister.

These are the shots and sequences that are at the pinnacle of big budget studio filmmaking. There isn’t an indie production out there that can match the power of tens of millions of dollars dedicated to just blowing some shit up. When you add in all the variables that a director now has control over: precise and exact shades of coloring, 3D modeling that can control each shard of shrapnel, and frequency rattling sound design that covers the entire audible spectrum, the amount of control that money can buy is staggering. Likewise, the skill required to burn through all of those tools is equally staggering, and to intercut millions of dollars in pseudo-disaster with Hurricane Katrina fallout takes a deft hand. Though hipsters and snobby critics like to bash the Tony Scott aesthetic, he’s definitely onto something, and when his directorial interests are aroused, he can skillfully lead an audience anyplace he wants to take them.

The movie slips into gear with that fateful explosion, and begins as a police procedural. Denzel efficiently acts as a composite of all the first-response tragedy investigators, surveying the damage for the true hints of terrorism. He’s every smart, quirky, perceptive, loner cop detective hero we’ve seen over the years, but so what? In how many different movies did Fred Astaire play the charming, romantically swooning young man who just happens to have marvelous dancing skills? We’ve seen it before, but it’s always engaging to watch.

After that grounding in reality, the film veers into the fantastic. After some nifty technical jargon, the big hook comes out to blindside the audience: the FBI has a device that lets them look back in time! From here a taut puzzle of time-travel and detective work takes hold. There’s a clever chase scene, replete with some nifty special effects, leading up to the obvious twist that Denzel, the only non-nuclear scientist in the room, figures out. It’s all passably engaging, but still it feels slight.

All of which leads to the final thought: Is that it? After so much carefully executed sturm-und-drang, is that all there is to the story? Artful CGI still has a problem conveying mass, and commercial-minded Hollywood has over stimulated audience expectations to the point of lunacy. It’s tragic, somehow, that one good hook doesn’t feel meaty enough to sustain a movie anymore. When all the pieces fit together, and there hasn’t been a ludicrous scene of disarming a nuclear bomb, or a spontaneous invasion of Cuba, or the glorious immolation of three square blocks, the movie somehow feels hollow. It certainly isn’t hollow, but neither is it backed up by the muscular storytelling.

If anything, it’s more of a disappointment in the Hollywood expectations, than in the film itself. But still Déjà vu is a watchable flick, sure to have long legs on video and cable TV.