The third entry in Tom Holland’s web-slinging saga sends him through the looking glass in a fan service-packed sequel that’s fairly fun even in its franchise calculations.

[Note: This review does its damndest to avoid any spoilers — really, anything that hasn’t been shown in the trailers — but if you want to go into the film knowing not even that much, wait to read until after you’ve seen it.]

The bloat of the Marvel Cinematic Universe is unquestionable at this point: more than twenty-five films (and at least four TV shows) in, the MCU feels big in ways that are both exciting and sometimes daunting, especially as each successive entry hammers home the relative disposability of its characters in a world that can very often reverse death. Phase Four’s obsession with multiverses has compounded this issue: most of our heroes are dealing with different versions of themselves, or what could have been, their conflicts moving from external to internal. No Way Home literalizes this conflict through a heavy dose of franchise bleedover, and the results are fun in the moment, even as the chapter itself feels like a departure from the heretofore-cohesive story director Jon Watts has set up for his version of the webslinger.

Picking up right where Far From Home left off, Peter Parker (Tom Holland) has been publicly outed as Spider-Man by the MCU’s version of J. Jonah Jameson (J.K. Simmons), now an Alex Jones-like conspiracy theorist who nonetheless gets major airtime to call Spidey a menace in between hawking supplements. Despite the dubiousness of the source, Parker is nonetheless pilloried by the public for his alleged murder of Quentin Beck in the previous movie, and his girlfriend MJ (Zendaya) and best friend Ned (Jacob Batalon) are dragged through the muck right along with him. His Aunt May (Marisa Tomei) is forced to move out of her apartment, and none of the kids get into any universities because of their reputation.

So, Peter Parker does whatever any celebrity wishes they could do upon getting cancelled: begs the fates to make it all go away. Or, in this case, Doctor Strange (Benedict Cumberbatch), who owes him a favor from the whole saving-the-universe thing in Endgame. Strange attempts to cast the Spell of Forgetting, which will make everyone forget Peter Parker is Spider-Man. But Peter still wants his friends and family to know, and his distraction causes Strange to botch the spell. It didn’t go off, but it did let a few folks who did know Spider-Man through… across the multiverse.

To say more would mean bringing down the unholy wrath of Disney’s legal team, but suffice to say some old not-so-friends show up — not from his world, but from others. And it’s here that No Way Home finds its trajectory, as an erstwhile Into the Spider-Verse that incorporates elements from Sony’s previous goes at the Spider-Man franchise, starring Tobey Maguire and Andrew Garfield in the role. Rather than one or two villains, Peter has to deal with a whole rogue’s gallery of former foes he’s never even met, including Alfred Molina‘s Doc Ock and Willem Dafoe‘s Green Goblin.

But Watts and screenwriters Chris McKenna and Erik Sommers do their level best to wrestle a host of extra-universe characters into a script that still makes room for Holland’s Peter to remain at the center. The Watts-Spidey movies have leveraged their John Hughes-y pluck nicely, but here is where the boyish Peter finally gets to grow up. Rather than having five villains vying for screentime, they all act as ghosts of a past Peter didn’t even know he had, symbolic of all the people he tried and failed to save. So much of Peter Parker’s grand tragedy has been his yearning desire to have it all: To be a superhero, to get the girl, and to be adored for both of those things. When that adoration doesn’t come, he grows fitful and makes impulsive decisions. No Way Home, when it’s focused, stays centered on those decisions, giving Holland some wonderfully intense moments to play.

Of course, with so many ingredients in the gumbo, No Way Home naturally feels overstuffed, and the double-sized comic book crossover of it all makes it occasionally feel like a distraction from the characters we’ve come to know and love. At nearly two and a half hours, it’s pretty hefty, and absolutely sags in the middle with some repetitive business that overstates its themes.

But then you’re off to the races with a third act that introduces even more characters and injects some much-needed energy to the proceedings, which almost makes up for the dusky CG sludge of a climactic final scene. (The action itself is hardly revolutionary, save for a mid-film spat between Spidey and Strange in the Mirror Dimension that hearkens back to the M.C. Escher delights of his 2016 debut, but character moments salvage the climax from forgettability.)

Ultimately, the franchise-crossover excess of No Way Home functions well as a Christmas Carol-esque look at what might have been, and how much your life can change when you go down a different path. It’s also a movie about fate, and whether we have the ability to choose it or accept our doom. Amid the in-jokes about reboots past (of which there are many), there’s something in here about the ways we can reinvent ourselves if given another chance.

The film ends with some seismic changes to the MCU, and to Peter himself; let’s hope Kevin Feige et al. has enough courage to follow through with them. Otherwise, this particular installment might end up feeling about as weightless as so much of the MCU’s recent output, a relentless attempt to toss “‘member this?” fanboy chum into the water so they can greedily lap it up.

Spider-Man: No Way Home pulls two other franchises’ worth of heroes and villains into theaters December 17th.

Spider-Man: No Way Home Trailer: