"Spider-Man 3" feels like a movie franchise getting ready to shut down.

It's not awful, as comic-book movies go. The special effects are solid and there are a few laughs.

But the thing that made the first two "Spider-Mans" so memorable — the way we empathized with geeky Every Man Peter Parker and his travails — is missing here. Where the other films had heart, this one seems to be just going through the motions, tying up loose ends before bowing out.

As "Spidey 3" begins, things are going swimmingly for Peter Parker, aka Spider-Man (Tobey Maguire).

The web-slinging do-gooder is being honored with a parade. He's in love with Mary Jane Watson (Kirsten Dunst) and is getting ready to propose. Mary Jane, meanwhile, is starring in a new Broadway show.

And early on, Harry Osborn (James Franco), Peter's one-time best friend and now deadly nemesis, gets conked on the head and forgets that he blames Peter/Spidey for the death of his father (the Green Goblin) way back in the first movie.

But apparently nature abhors a happy superhero, because almost immediately things start going wrong.

Mary Jane gets savaged by the critics and is fired from her show. Darn critics.

To complicate things, the now-jobless MJ sees Peter basking in the glow of near-universal Spidey-adulation and backs away from their romance.

Meanwhile, some ambulatory black gunk from a meteor turns into a parasite that amplifies Peter's darkest thoughts. He starts wearing a black outfit that matches his ever darkening mood and gets seriously vengeful when he finds that the real killer of his uncle was small-time crook Flint Marko (Thomas Haden Church).

As lousy luck would have it, Marko has stumbled into a scientific experiment (the science may be impressive, the security laughable) and emerges as the Sandman, a silicon-based creature that's impervious to punches and bullets, can turn to dust and then reassemble itself.

Wait, there are more complications. At the Daily Bugle, Peter has competition in cocky photographer Eddie Brock (Topher Grace), who late in the film will get intimate with some of that asteroid gunk and metamorphose into Venom, yet another supervillain.

Oh, and Harry regains his memory and resumes his vendetta against Spider-Man.

And we haven't even mentioned Gwen Stacy (Bryce Dallas Howard), daughter of New York City's police chief (James Cromwell) and a fashion model who, as every nerd knows, eventually will become our man's love interest.

Give me a minute to catch my breath.

The first two "Spider-Mans" stood apart from other superhero flicks because we genuinely cared. But there's nothing in "3" that comes close to the lump-in-your-throat intensity of the elevated train scene in "2" (when passengers gently carry the unconscious Spidey to safety) or Mary Jane sending her superhero boyfriend off to work with a cheery/sexy, "Go get 'em, Tiger."

In fact, there's zero heat between Maguire and Dunst this time around. The villains are, well, kind of boring.

At least we still get some comic relief from J.K. Simmons as bombastic newspaper editor J. Jonah Jameson. And Bruce Campbell, as an unctuous French maitre d' at a snooty Manhattan restaurant, is so funny it's almost worth going just to catch his two minutes of screen time.

Sam Raimi's direction seems utterly impersonal this time around — more like traffic-directing than anything else. Even when he comes up with a clever idea — an overconfident Peter Parker bopping down a Manhattan sidewalk like John Travolta in "Saturday Night Fever" — he lets it go on for so long that it's no longer amusing.

I liked that last "Spider-Man" so much that I walked into "3" with a full head of residual good will. But after 2 1/2 hours of empty summer movie, my supply was pretty much exhausted.