Swinging from the page to the screen, Spider-Man has been the focus of five feature films over the years. But what about the comics that inspired these movies? Join me every other week as we visit the stories behind the wall-crawler’s major motion pictures leading up to his Marvel Cinematic Universe debut in Captain America: Winter Solider.

This week we’ll be taking a look at Amazing Spider-Man #300 with story by David Micheline and art by Todd McFarlane, Marvel Two-in-One #86 with story by Tom DeFalco and art by Ron Wilson, Spectacular Spider-Man #200 with story by J.M. DeMatteis and art by Sal Buscema, and Sam Raimi’s “Spider-Man 3,” starring Tobey Maguire, Kirstin Dunst, James Franco, Topher Grace and Thomas Haden Church.

There’s a good movie hiding somewhere in “Spider-Man 3.” Well, maybe good is not the right word – maybe competent. Like Caesar, “Spider-Man 3” was ambitious, and fatally so. Raimi wanted the movie to be one thing, producer Avi Arad wanted another, and what we got was the two movies smashed together with Sam and Ivan Raimi and Alvin Sargent attempting to craft a script that ties everything together harmoniously. It’s a task that’s often required in entertainment when artistic vision doesn’t match the whims and demands of the suits who are counting on a big hit (and footing the bill). After all, a box office flop can wreak havoc on a studio’s budget and dramatically alter their future films. Financially, “Spider-Man 3” was a huge success, but the majority opinion from fans of the series is that “Spider-Man 3” is certainly the weakest of the trilogy.

The biggest aspect of the film, bigger than the Sandman, bigger than Harry Osborn, bigger than anything, is the alien suit. As you may know know, Marvel Editor-in-Chief Jim Shooter bought the idea of a black suited Spider-Man in 1982 from a fan named Randy Schueller. After several unsatisfactory drafts for a story that would introduce it, the black suit was tabled until 1984 when Secret Wars hit the shelves. No, not that Secret Wars. The first one. Yes, there’s more than one. And don’t call the one from last year Secret Wars II, because there was one of those too.

It’s hard to be a Spider-Fan and not know the black suit. Ever since its inception, the black suit has made its way into practically every adaptation, and with so many takes, spins, and riffs on the story, the specifics of its origins have gotten muddied. Originally, the symbiote was in containment on Battleworld, the planet on which the original Secret Wars occurred. Mistaking the containment machine for a conveniently located super-science fabric restoring machine (right next to the super-science healing pods, thanks comics!), Spider-Man frees the symbiote and immediately it binds to him.

This is the chronological first appearance of the suit, but actually the suit debuted a few months prior in Amazing Spider-Man #252. #252 takes place after the events of Secret Wars, despite Secret Wars not being finished yet, something we as readers in 2016 have found to be a tradition of Secret Wars though this case it was intentional.

The powers of the suit are established in a few places. It’s morphing ability, that is, the ability to change shape and make pockets is established in Secret Wars #8, its webbing production is established in Secret Wars #9, it’s ability to change into civilian clothes is established in Amazing Spider-Man #252, and…. that’s it! What? No increased anger? No increased strength? That’s right, Superiorites! While later adaptations such as “Spider-Man: The Animated Series” and “Spider-Man 3” add in increased aggression and heightened physical traits, these elements are not present in these original debut issues. The only indication that the symbiote has any hold on Peter’s emotional state is Reed Richards stating that it has attached “both mentally and physically” to Peter.

The motivation to remove the alien isn’t Peter realizing how it’s changed him, but instead a much more mundane ew-get-it-off sentiment he expresses once he learns the suit is alive in Amazing Spider-Man #258. While it is never out-right stated that sonics and fire are a symbiote’s weakness, Reed uses a “sonic blaster” to vibrate the alien off of Peter and then the Human Torch contains it in a wall of fire. You could always No-Prize an answer by saying that the trauma of being forcibly removed from Peter was so great that the symbiote developed a psychosomatic weakness to these fire and sonics… but the truth is that these weaknesses are only later retconned in as hard facts.

So let’s look at “Spider-Man 3’s” black suit past the obvious visual differences. The film streamlines its introduction by having it hitch a ride off a meteor and crash land on Earth. It’s far more coincidental for it to land next to New York’s resident superhero, but when you have less than three hours to tell a story, shortcuts must be taken. Like the comics, the symbiote had a particular fondness of bonding with Peter in his sleep, though the symbiote in the film doesn’t take his body out for nighttime crime-fighting like it does in the comics.

When Peter finally decides to get the suit checked out, he turns to Doctor Conners, the science expert of the Raimi Spider-Man film franchise. There, he confirms much of what Reed does in ASM #258: the suit is a symbiotic being of alien origin. Conners further explains that the alien is extremely dangerous and could possibly make its host far more aggressive, something that is, as I have said, absent from the comic.

By this point, the symbiote has firmly bonded to Peter, evident by his… well, do we really need to talk about the goofy dancing? The gallivanting around town and obnoxious behavior cannot be blamed on the comics, but perhaps Maguire did a little of his own adapting for these scenes and drew upon his experiences running around New York causing trouble with Leonardo DiCaprio and his posse.

It’s difficult to pin down exactly which stories “Spider-Man 3” is trying to adapt from since the film contains three distinct story lines (four if you separate MJ and Peter’s relationship issues from Harry’s story) , but it lifts key panels from Amazing Spider-Man #300 in order to fill out both the back story for Eddie Brock as well as his transformation into Venom. #300 gives us a brief flashback to Web of Spider-Man #1 where the symbiote breaks its containment and rebonds with Peter. In an attempt to get the alien off of him, Peter swings to a church (named Our Lady of Saints, as per ASM #300) and rings the church’s bell in order to produce the sonic trauma needed to pull the symbiote off. He succeeds and passes out, with the symbiote seemingly dying after pulling Peter to safety from the sound of the bell. ASM #300 retcons this and shows the symbiote fleeing, only to find a despondent Eddie Brock on the verge of suicide in the cathedral. Despite the symbiote “dying” for Peter in WoS#1, ASM #300 says that it hates Peter for shunning it and that hate, mixed with Brock’s own hate (which I’ll get to in a second) gives Brock new purpose: to kill not Spider-Man, but Peter Parker!

Eddie Brock of “Spider-Man 3” is a reporter who is trying hard to impress Gwen Stacy, his girlfriend. The movie paints him as a jerk and a shrewd brown noser ready to step on anyone on his way to to the top. By playing into JJJ’s ego and hatred of Spider-Man, he grabs a staff position at the Daily Bugle that Peter believes he deserves after working as a freelancer for years and driving the Bugle’s sales with his Spider-Man shots. Peter later reveals to JJJ (after Brock pleads him not to) that Brock’s photos are doctored old photos of Spider-Man that Peter took. This leads to Brock’s termination at the Bugle. An angry Brock finds himself in a cathedral, praying for God to kill Peter Parker, just as Peter is above him ringing the bell to remove the symbiote from his body. This mirrors Amazing Spider-Man #300‘s set up with a few minor tweaks.

In the comic, Brock was not looking for Peter’s death, but his own. Brock was a reporter that wrote a wildly successful tell-all piece on the Sin-Eater for the newspaper The Daily Globe. Brock’s source claimed to be the Sin-Eater himself, but is revealed to be a fake after the real Sin-Eater is apprehended by Spider-Man and Daredevil in Sensational Spider-Man #110. Brock is then blacklisted from any real journalism and is forced to write for gossip magazines, writing fluff pieces just to make ends meet. The work eats at the pride he originally held as a journalist and leads him to decide to end his life. Brock is Catholic and so he found himself in Our Lady of Saints to pray for forgiveness, just as the events of Web of Spider-Man #1 are taking place. The motivations for the two Brocks being at the church are slightly different; movie Brock wants revenge, which is a theme of the film and perhaps less sympathetic than having Peter drive him to suicide. However, the results are the same: the symbiote leaves Peter and bonds with Brock. Their combined hatred of Peter Parker turns them into one of his deadliest foes.

But Venom isn’t the only villain in “Spider-Man 3.” Flint Marko a.k.a. Sandman also makes a shoehorned appearance, despite being the villain Raimi originally wanted to focus on (with additional appearance by the Vulture) before Arad requested the inclusion of Venom. The film version of Sandman gives us a sympathetic character, unlike his first appearance in Amazing Spider-Man #4, which describes him as “the most incorrigible prisoner” at a maximum security prison. The Flint of “Spider-Man 3” is a caring father who turns to crime in desperation to pay for his ill daughter’s medical bills. The origins for their powers are roughly the same for both Sandmans: in an attempt to elude the police, Marko breaks into a testing facility and is caught in an experiment while standing on sand. As the years progressed in the comics, Sandman drifted away from Spider-Man’s rogues gallery and started showing up in other comics, most notably in Fantastic Four as a member of the Frightful Four.

However, after a brief stint spent combined with Hydroman as the mindless giant known as Mud-Thing, Marko decided to distance himself from crime. In Marvel Two-in-One #86 he formally gives up his life of crime and turns himself in when the Thing arrives to answer a distress call reporting Sandman lurking in a bar. Instead of coming to blows, Sandman and the Thing share a beer together, talk things out, and Sandman gives his story. While he doesn’t shy away from his rough-and-tumble past, he does insert a reason behind all of his crime: he just wants to provide a good life for his mother, one his absent father was unable to provide. From here we can see a precedent for the noble ambitions behind the crime spree of “Spider-Man 3’s” Sandman, as misguided as they are.

In an extremely misguided attempt to tie Sandman further to Spider-Man’s origins, “Spider-Man 3” retcons Uncle Ben’s murder, showing that it was actually Flint Marko that carjacked him, not his partner, the burglar. And even later retcon (or rather, Marko’s account of the event) reveals that the shooting was accidental; the burglar grabbed Marko’s arm causing him to fire his gun. To be honest, I’m not entirely sure what the Raimis and Sargent were doing when they were making this particular part of the screenplay. There’s no precedent in the comic for this so it really only serves the ending of the film where Peter forgives Marko showing that Peter has moved past… what exactly?

The film wants this to be a big, moving scene (after all, we see Sandman symbolically dissolving into the wind) but it’s a moment that isn’t particularly earned because, well, we don’t really know how this forgiveness is going to change things for Peter because the anger we saw him carry in this film was caused by the symbiote enhancing his own emotional state. We don’t know what the exact stakes are. This is a theme that could have made more sense had Raimi and co. stuck with the original concept of the black suit and not attributed Peter’s increased aggression to the black suit. Then Peter’s anger would have been his own, and we could see exactly how that anger over his Uncle’s killer being on the loose was destroying his life – something that Silk is starting to explore, if the conclusion of its most recent story arc is any indication.

Speaking of squandered potential, “Spider-Man 3” also sees the conclusion to Harry Osborn’s story, an arc that has spanned all three films. You could make the argument that the Raimi films are just as much about Harry and Norman Osborn as they are about Peter Parker. Within the first quarter of the film, Harry has donned his new and improved Goblin gear (going by the name New Goblin according to promotional and marketing material) and attacks Peter, but before we go further down that road, let’s pull back and take a look at Harry’s arc through the first three “Spider-Man” films.

In “Spider-Man,” Harry discovers Spider-Man laying down the body of Norman Osborn, having returned the Osborn estate after their battle. Harry immediately blames Spider-Man for the death of his father and spends much of “Spider-Man 2” angry and searching for answers (namely, who is Spider-Man), only to discover his father’s secret lab by the end of the film. While Harry also blames his father’s death on Spider-Man in the pages of the comics, a few locations are slightly altered by the film in order to reduce the coincidental nature of Harry’s discovery.

We see the death of Norman Osborn in the last few pages of Amazing Spider-Man #122, but we are also pointed to another shadowy figure that saw his battle with Spider-Man. While #123 seems to imply that the myserious stranger is JJJ, it is not until Amazing Spider-Man #135 that we discover it was Harry Osborn who witnessed the death of his father. After discovering Peter’s Spider-Man costume in their shared apartment, Harry dons his father’s Green Goblin costume (an exact replica rather than the film’s revamped look) in #136 and he and Peter do battle.

However, Harry and Peter’s battle in the first part of the film is a bit more reminiscent of Norman and Spider-Man’s battle in Amazing Spider-Man #39. In this fight, Norman deduces Spider-Man’s identity and attacks him in his civilian identity, much like how Harry attacks Peter as he’s driving home from MJ’s play in “Spider-Man 3.” In both mediums, they fight with Peter’s identity exposed and ultimately ends with Peter victorious and the respective Osborn of the story falling victim to amnesia. Peter and Harry’s first battle in ASM #136 concludes with Harry being whisked away to an institution where he is eventually hypnotized into forgetting his tenure as the Green Goblin, which seems to imply that Raimi looked more toward ASM #40 for inspiration than ASM #136 (for more information on Amazing Spider-Man #39-40, check out Mark’s Mysterious Ways: Who Is the Green Goblin? and our Essentials #15: The Goblin Unmasked podcast).

Harry’s amnesia eventually fades and he be begins anew his plot to destroy Peter Parker, this time choosing to “attack his heart,” as his vision of his father tells him. Harry does his best to tear down everything Peter has been trying to build for himself, but ultimately redeems himself by the end of the film because, well, his butler decided to finally get around to telling Harry that he examined the wounds on Norman and saw that they were from his own glider. Three or so years later, but better late than never, right? Right!?

Redemption plays a large part in the third act of the film and yet Harry’s convenient reason for turning face seems lazy, especially when we have a similar story in Spectacular Spider-Man #200 that Raimi could have drawn from. Harry, regressed back into his Green Goblin, depressed, and out of control, decides that the world would be better without himself and Peter bringing misery to those around them. He sedates Peter with a drug that destroys his equilibrium and intends to destroy both of them by triggering the explosives he’s rigged in his home, only to realize that his loved ones – his son and dear friend Mary Jane – are still in the building. Harry comes to his senses and rescues the two of them and then upon further clarity, rushes in to save Peter as well. He immediately afterwards succumbs to the toxic effects of the improved Goblin formula, using his dying words to remind Peter that Harry still considers him his best friend.

“Spider-Man 3” sort-of alludes to this, with an early piece of amnesiac Harry claiming he would die for Peter or MJ, and then in the final battle, Harry shields Peter from a fatal blow with his own body, mortally wounding himself in the process. But, like the Sandman, it’s a would-be heartstring pulling conclusion that lacks the appropriate build up to pull off – something that is difficult to imagine since this is an arc that took three films to finish. What the film is missing, or rather, what it shortcuts through, is the key scene that shows you how Harry has changed his mind. In SSM #200 we see Harry realize that it is his actions, not existence, that causes misery in his and Peter’s life, not their mere existence. In “Spider-Man 3” we only see the why, but not the how. It is hard to believe that someone with convictions as deep as Harry’s is so easily swayed when he has spent the entire movie in denial of the very fact that ultimately caused him to change heart. What the film needed was an emotional or intellectual reason for Harry to see through his own denial, like we saw in SSM #200.

“Spider-Man 3” is a film that tried to do three things and in the process didn’t really pull any of them off with particular success. It tried to adapt the black suit/Venom story, it tried to inject moral grays into the black/white dynamic of a ’60s inspired super hero movie series, and it tried to tell a story of friendship, betrayal, and redemption. And as messy as the last film was, I could not help but feel a twinge of regret as the credits began to roll – a sadness that this was the last film of the series. If “Spider-Man: The Animated Series” introduced me to the character, it was Raimi’s “Spider-Man” films that gave me a love for the character. Looking forward, we’re going to cover both of Marc Webb’s Amazing Spider-Man series in April leading straight in to Captain America: Civil War and Spidey’s introduction into the MCU proper. As I’ve been doing, I’ll be looking at the comics behind the films, but also comparing and contrasting how Webb and Raimi adapted the same stories when applicable. Looking forward to seeing you guys there.