Ok, let me start off and say that I am biased. This film has problems, chief among them being an undeveloped villian despite the fact the script is designed to develop both The Lizard and Spider-Man's origin. There are a few changes made that feel like they were done to avoid being similar to the 1st film rather than being creativily motivated but thats understandable. There's also a few moments which are a bit heavy handed, lacking subtely, and the superhero films have advanced alot so it feels dated. Finally, when you make a film that is destined to be part of a trilogy, plan your story arcs, instead this film blows its way through 3 of the most interesting character arcs in the Spider-Man mythos when it would of played out far batter slowly, crossing over with each other and motivating change and growth over a trilogy. But you know what? Its a bloody fun film, finally nailing the Spider-Man character from the comics. He's funny and it feels cool when he puts on the mask, but you never loose the sense of drama and responsibility. He fights like Spider-Man would, messy, all reflexes and mixing up the playing field with every move. They've got the pieces, now stop standing in Spider-Man (A near perfect Spider-Man Origin) and just have fun playig with the toys now!