This movie is not terrible, but it's not great either. The cheesy moments in the film are some of the corniest ever in cinema history. The movie still has some great action though and Doctor Octopus looks great. The fight scenes are excellent. But the stupid storyline with Spider-Man losing his powers because he's depressed and Doctor Octopus being a sympathetic character is just bad. We already had that with Norman Osborn in Part 1. And having his arms develop personalities of their own was dumb. It was like having 4 hand puppets attached to his back. Not all of Spider-Man's enemies are good people being pushed to go bad. Some are just plain evil and Octopus is one of them. Why change the character. All and all it's a decent popcorn flick. It's a far better film than the horrifically bad first Spider-Man, but it still has it's share of sub-greatness.