Ah man, I *really* loved this one when it first hit theaters. Now? Boy, it just hasn't held up so well. I still appreciate the effort to dig deeper into the character's history, exploring the classic "Spider-Man No More" storyline and treating Doctor Octopus with a fair degree of respect, but it's so thoroughly over-acted and packed with corny jokes that the good stuff is largely negated by the bad. Two steps forward, two steps back, if you will. Every aspect of the film is like that. Tobey Maguire does a fine job of conveying the heavy burden of responsibility, suffering through an arduous personal life to satisfy a lofty personal code, but he also hams it up like nobody's business and flat-out kills a few shots with his blunt delivery. Sam Raimi pieces together a scene that's arguably the character's best cinematic moment (that would be the great train rescue) but also over-indulges with abundant guest spots and awkwardly out-of-place throwbacks to his Evil Dead days. Doc Ock's escape from the operating room, for example, is straight-up B-grade horror fare. The world-building stuff gets a bit out of control, too, which leads to an overstuffed running time and a plot that drags on forever. It's cute to see The Lizard, Black Cat and Man-Wolf before they've become rogues, but those guest spots aren't worth more than a quick smile and a wink. Why do they need to become recurring characters, when the cast is already bursting at the seams? There's interesting material here, and some memorable performances, but the whole thing needs a good fat-trimming.