Topher Grace (this is a name?) must have been cast by the same bozoids who inflicted Tobey on us - as the Bad Spider and evil twin photographer, he was unimpressive.
SM3 is heavy on computer gen effects, which got pretty boring after a while because they just kept using variations of the same loops. I kept waiting for The Rock to appear out of the sand effects.
James Franco did some good acting as the rich pretty boy villain-turned-hero. His final 10 minutes on screen was just plain stupid, but blame the writers and director for that. I think they chose the wrong ending for both the character and the actor. Thomas Haden Church is excellent as the mild mannered escaped-con-turned-sandman. Bryce Dallas Howard is cast as the Dumb Blonde police chief's daughter, and while she filled the role and the sweater admirably, she deserves something more substantial. It was quite a drop from Rosalind in As You Like It, but probably much better money, which I don't begrudge her. Rosemary Harris tries her best to bring some style to Aunt May, but the writers, makeup artists and cinematographers torpedo her performance.
There is some truly miserable editing, with several scenes which were shot single-camera in lame TV news style. The audio mixing was done by the school for the deaf. Dialog is at a whisper, action scenes are at window-breaking levels.
The plot gets off to a slow start and bogs down from there. Chase scenes are interminable. All in all it is 10 minutes of movie jam packed into 2.5 hours of film. Worth resurrecting MST3k for.