I base this upon the Special Edition. This is still too bright in the look, and I maintain that the "humor" is almost exclusively on the level of a Saturday morning cartoon, but on the whole, this is superior to the first. The plot is good, and it develops nicely throughout. Octavius is a tad similar to The Green Goblin in some ways, and not completely true to the comic version. He's a positive, however, and the mechanical arms are excellent. The action is dynamic, intense, entertaining and makes marvelous use of the title hero's powers. This is epic and dramatic. It takes away from it the way Raimi keeps trying to add "comedy", at least to those of us that don't find it funny. If you laugh when people get hurt, hey, maybe you'll enjoy it in this, too. The pacing is fairly even. This has well-done FX, if Spidey does continue to not look "real" at any point, and the efforts to make things work with practical effects is definitely a plus. Yes, CGI can solve a lot, just don't forget, using it constantly will desensitize the audience to it, sometimes less is more. The acting tends to be great, and the roles are filled by the right actors. Molina was a perfect choice. The music is well-composed. On the DVD, you will find a a feature-length documentary and several featurettes(the 2.1 release has a handful, as well, and also includes 8 minutes of extra footage that isn't half bad; on the whole, it does feel as though that one was mainly made to remind you to go watch the third one at the theatre) I'm reviewing on their entries here on the site, a couple of Webisodes, a photo gallery, a multi-angle production, a music video, trailers, and, like on the one for the first flick, additional tracks for during the film, the three being a Factoid one and two commentaries, a cast & crew one, and a technical one. There is a little disturbing content in this. I recommend this to fans of the character, even if you disliked the 2002 movie. 7/10