I was hesitant to pick up Spider-Man 3 (I was already an owner of the PS2 version of the game). After reading many reviews (along with watching many videos on YouTube) I finally decided to pick it up for the 360 and give it a swing (no pun intended). I waited for 2 years to pick this game up and I wish I had waited longer. There are many a things to state about Spider-Man 3. First the combat. Yes we all know that Spider-Man needs to pull his punches or the thug will end up looking like a dead smashed fly, but I think maybe if they had put that in, then this game may have not been so bad in the combat department. When you are in the black suit, as fun as it may be, if you get enough rage, it can make things very, very, easy. For example, build up enough rage and you can do something of a ground stomp, this takes out about everbody who's close to you. This makes some boss fights to easy. However most fights are frustrating, because you have to keeps using this dodge button, and it gets very old, very fast. Many of the boss fights make you use this quite often(like the fights with Kingpin and New Goblin). Graphically the game looks good, with the city taking center stage, but many of the characters look like they were born deformed if you look at them closely in cutscenes. The story, it to put it mildly, sucked (believe me there are other words that could describe this story, but I won't use them). Nothing really ties itself together, and it's never explained what Sandman has anything to do with this story. Most of the actual actors are present to reprise there rolls, Toby gets the whole Spider-Man thing right, but it doesn't seem like they're really into doing this(after seeing the gameplay, I really don't know if I can blame them). Only J.K. Simmons seems like he's really happy to be doing this (or at least not phoning this dialogue in). So I wish I could give this a good grade, I wish I could over look all the crap, but I can't so like I said this game sucked beyond belief no matter how much potential it had.