The camera is super-villain bad in this game.

As Spidey swings around New York -- a version of the city that's 2.5 times bigger than it was in Spider-Man 2 -- the camera swings and swivels like mad behind the hero. Granted, you're in control of it via the mouse, but it's nonsensical control. Rather than have the mouse direct the webs you're slinging with the handheld device, Spider-Man 3 has you use your A and D buttons while the mouse controls the camera, combat and webbing. The convoluted controls are one of several flubs that remove the fun from your time in Spidey's PJs.

Spider-Man 3 uses the mega-huge movie's storyline as the main bridge of the game. Yes, you'll battle villains from the comics (Kingpin, Kraven, etc.) and some original gangs, but the meat of the story is Peter Parker's dealings with the Sandman, his former best friend Harry Osborn (the New Goblin) and Venom along with his personal struggle with the symbiote -- that's the black suit for those of you who don't speak geek. Once Peter dons the dark duds, he goes from a wisecracking hero to a skull-cracking jerk. The longer he wears the suit, the worse his attitude gets.

Just like Pete's descent into darkness, Spider-Man 3 gets worse the longer you play. The game opens up with Bruce Campbell acting as our familiar narrator and walking Spidey through his new found controls. Ol' web-head can now web zip with one button; his Spider-Sense turns the screen black and white while displaying enemies in red, allies in green and objectives in yellow; and Spider-Reflexes allow the wall-crawler to slow time and counter attacks with a single button press. You get the basics down while saving some folks from a fire, and get your first glimpse of New York.

The city looks good, but when Campbell pops back in to walk you through web-slinging, things start to sour -- namely when he tells you to use your left stick to direct your web. Uh, Bruce, I'm rocking a keyboard and a mouse here, buddy. Get past Campbell's banter, and you're set loose on the city, where the horrid framerate jumps out at you. Even on IGN's supercomputer with the game on its default settings -- 1024 x 768, city detail low, surface quality low -- Spidey chugs through the air as he uses the clumsy control scheme to swing through the streets.

Yargh.

It might make you carsick, but there's plenty to do in Spider-Man 3. The title features 42 missions, a plethora of random events such as hurt cops and gang fights that pop up as you swing around the city, races, skydiving challenges, 75 gang tokens, 35 secret tokens, 30 skyscraper tokens and 30 subway tokens for the web-head to tackle.

If the same handful of crimes in the last Spider-Man game kept you happy, the expanded roster of events -- Activision said, there are three times as many events in Spider-Man 3 -- will keep you playing. Can they get repetitive? Sure. It seems every mission has you stopping a car, but sometimes you'll get to do something cool such as follow a speeding police cruiser to a crime scene. Even better is the fact that the pop-up crimes aren't just there to be there this time around -- they play into Spidey's Crime Fighting Index. See, New York is broken up into different gang zones. These zones are visible on the in-game map as well as tracked on Spidey's stat menu. It's up to you to patrol these areas, bust bad guys and watch the zones turn from angry, gang-controlled neon to peaceful, Spidey-influenced green. The better you do, the more upgrades you get for your health and reflexes.

But please don't let the expanded crimes fool you. Like any super-villain in Peter's life, this title's got problems.

Although New York is prettier than last time, Spider-Man 3 is not up to snuff visually. Cars, buildings and textures pop in and out as you shoot through areas; you'll still see the same civilians over and over; the frame-rate chugs along as Spidey swings; the view gets a smear of Vaseline as lights in the night crop up; and collision detection is laughable - watch in horror as Spidey sinks into window awnings and stands with one foot off of a car.

The gameplay doesn't take a bite out of the Big Apple either. Activision and Beenox tossed all sorts of combos and goofy names for moves into this title, but when all is said and done, Spider-Man 3 is a button-masher. You'll get dispatched to a group of enemies, jump into the air, and begin alternating between your mouse buttons to decimate the crowd. There's no manual lock-on either, so expect to get stuck in a bicycle kicking animation with a knocked out baddie while his partner shoots you in the back. Once you get the black suit -- around the six-hour mark -- your attacks will be suped-up, but other than the visual, it's not much to write home about.

However, the biggest problem in Spider-Man 3 is the simple fact that the missions aren't fun. Even if you're just in this for swinging and random crime -- which also suffer from the aforementioned framerate and car-stopping problems -- you'll have to suffer through the storylines to improve Spidey's skills, and you'll find yourself ready to web your own eyes closed in frustration. Guarding gas dispensers from a horde of attacking lizards and defusing bombs in the subway become exercises in anger, and they only serve to propel you towards terrible bosses.

Look at the leaders of the Arsenic Candy, one of the gangs plaguing your city. While the rest of the all-female crew can be dropped with a few punches, the mallet-toting leaders of the group are all but invulnerable to regular Spidey attacks as they hide behind their wobbly hammers. To win, you have to let the girls come at you. When they do, a yellow fist appears over their heads, you hold down the reflex button, time slows, Spidey dodges the attack, you press another button, and Spidey hits back to inflict damage. It's easy, but it's also excruciatingly tedious.

"But, Greg," you say. "It can't be that bad. You beat those girls in a few exchanges, right?"

Yes, you do beat the girls quickly, but not bosses such as the Kingpin. If you've read a Marvel comic book or watched the Spider-Man animated series of the '90s, you know the Kingpin. The undisputed king of organized crime, Wilson Fisk is a massive man who packs an equal amount of muscle. Coming into Spidey's tiff with baldy, I expected the battle to be a tough one and Kingpin's health to deplete slowly as Pete wailed on him.

Sadly, I was right.

The Kingpin fight is twenty minutes of joyless reversing. Spider-Man stands in the middle of the room, the Kingpin attacks, Spidey dodges, and Spidey punches Fisk once in the face. If I punched him more than once, I risked getting caught in a combo or running out of Spider-Reflexes and watching Fisk land a devastating attack. I played it safe and patiently countered the mountain of a man one slow, boring punch at a time.

The worst news? Kingpin isn't the exception when it comes to boss battles - they all suck. New Goblin? Run in circles while Harry shoots crap at you and then reverse his attack to win. Kraven? Let him rush you, reverse and win. Scorpion? Run in circles to dodge his laser, let him rush you, reverse and win.

I wish I had more good news for you, but I don't. One of the photo missions has Spider-Man standing in a populated park taking pictures; most pedestrians don't react to battles in front of them; and let's not forget the lame Mary Jane Thrill Rides in which you and MJ swing through the city collecting hearts that are floating in the midair.

Stan Lee must be rolling over in his bed of money.

If you're desperate for a Spider-Man game, Spider-Man 3 will fill your need for webs -- but I urge you to get it on another platform because the PC version is a bust. On other platforms, I was lenient on the game because even though the missions were terrible, the web-swinging was fun. Sadly, that's not the case here. The swinging through the city on the PC is cumbersome and awkward. You'll never feel like you're Spider-Man if your wielding webs with your keyboard.