The pros:

The 3D was awesome there were actually quite a few pop out effects.

The animation looked really good.

The cons:

Everything else

Carnage us a weak villain. I didn't read the comics but he mostly just oscillated between making vague cryptic comments and whining about his childhood. You know what no film needs ever? A psycho killer whining about how he is the real victim somehow, unless your trying for a laugh even then it's a pretty mediocre joke at best. His character is not in anyway elevated by Woody Harrelson who is older than dirt and was given nothing to work with. He actually says "Let there be carnage" in the film which is not only predictable and idiotic but highly inaccurate. There was no carnage in this film... like anywhere. I doubt more than like 3 or 4 people even died. Woody Harrelson has, in my opinion, officially crossed that Tom Hanks line of appearing in so many things it's more irritating to see him cast in yet another movie than it is entertaining.

Venom lost his edge. He is not even the PG-13 level of intimidating he was in the first one. He seems more like a neutered puppy than a powerful alien. He's just a mildly destructive, easily cowed, people pleaser. He's a built in assistant that Eddy treats like a nuisance. I think Sony needs to give Venom his balls back.

The plot. Carnage wasn't the only thing lacking. We also get another psycho mutant X-men love story gone wrong. Underwhelming from start to finish. Even the battle between Carnage and Venom was a one and done. They could have squeezed in some more fight scenes because all this film boils down to is a good 3D animated fight scene and a decent 3D animated chase scene with some awesome pop out effects.

I really enjoyed the first film but this is like "Iron Man 2" all over again.