First, I liked Amazing Spider-Man (aka S-M 2), but I didn't leave with the same satisfaction that I did with the first installment. The storytelling was richer in round one, not nearly as jumpy; S-M 3 lacked a lot of fluidity. Yes, the special effects were there-- and some of them blatantly so (was I watching the VG or was I at the movies?!) but the combination of a multitude of Spidey stories left the plot weak and unsubstantial (which is a shame, considering Michael Chabon worked on the screenplay). I thoroughly enjoyed the use of the image from the cover of the 1967 #50 Amazing S-M comic-- where Peter throws his Spidey outfit in the trash-- as well as the struggle that Peter has determining what is right, what is wrong, and how he fits into the context. Would I go see it again? Maybe at the $1 show. Would I buy it on DVD? Most likely, no.