I loved this film. I gave it a 7/10 stars (which right now is about average). I watched this immediately after watching the first Spiderman and noted the differences as I saw them. There was more humor in this film than the first, some bad and some kind of witty.

I initially didn't like the fact that Spiderman loses his powers at times when he's stressed or whatever about real-life things. I thought that they could've saved that facet of his character out until the third movie. He could've saved so many secrets until the next movie, but it had to have been done at some point, I guess. This movie answered what would happen between Mary Jane and Peter Parker, or at least, how they feel about one another after Peter reveals himself.

The music was as great as the first. Danny Elfman and about 3 other composers helped on this film, which you can feel in the intense moments of the action sequences and so forth. I liked the fact that there were fewer "hits" trying to surface from bands and the like on the soundtrack of this film than the first. The marketing had done its duty for the first film, and I think the makers of this film knew that, so that died down to allow the film to become more credible, to me.

I loved the Doctor Octopus design. It is more like the original character, which they might've learned from the Green Goblin "mistake" of the first movie. Bruce Campbell is in this film as well, as the "snooty usher" so that's humorous (just a bit) to see him again in this line of film's, thanks to Sam Raimi.

The directing was out of this world. Great adventurous shots were provided by the crew's "Spidercam" (basically a camera on a zip-line). My favorite part in the movie has got to be the car crashing into a coffee house where Parker and Mary Jane are about to share a kiss, and they both have to dive as this car smashes through the window like nothing I'd seen before. That was a great scene and timing was great in that entire sequence.

The negative stuff, I could find anyways, that could've been better are the fighting sequences and weak relationship between Parker and Mary Jane. I hated seeing CG animated characters duking it out on the side of a building and being whipped around as the camera goes haywire and trying to get a clear angle of their fight. That drove me batty a few times. And the relationship between Park and Mary Jane was very frustrating to watch. At times I'd actually catch myself thinking, "Just leave him and do something else. Move somewhere else in the world. Get a job...whatever. This life is gonna be hell with him." And it wasn't improving as the movie went on until she finally caves in to his characterand accepts a rough life as the girl of Spiderman. Whatever...so much drama going back and forth.