I am 42 years old and just loved this movie. I think about it in terms of "Love Story meets Matrix". The movie is 70% plot, and 30% action, which is a perfect balance. After watching the DVD, I had to review the action scenes at least 5 times each. The camera work in this film is absolutely fabulous. There are plenty of 180 degree stop-action pans worthy of any jujitsu master. In the classic Spiderman comics, Spidey could overcome any super hero but his conquest of teenage women were actually his greatest challenge, and Toby McGuire drives home this point with an understated elegance and all the awkwardness of a 16-year old's demeanor.

If you are a 12 year old boy looking for spider man to bust some heads, for 135 nonstop minutes, this is probably not your movie. If you are 13 and above, and if you've seen Spiderman I (and even if you haven't), you should enjoy this movie immensely.

If i had to criticize something about this movie, i'd say that the villain (Doc Oct) is written (in this film) in kind of a goofy way. I think the best improvement to this movie would have been, to change the villain's character to be more believable. Alfred Molina does a great job with the material his was given, as Doc Oct, but his behavior and glib demeanor seem incongruous with an evil villain of a spiderman movie.