I was one of the few who did not like the first movie too much, where its bad acting and 'great' story of adolescence was wasted on me. With the big hype for the second movie, I expected more - better acting, better story, and basically a better movie.

Well, I will say that I enjoyed this movie a lot more than the first one but that's only because they decided to add so many cheesy one-liners, overly dramatic scenes, too-well scripted scenes, and fan-service. Basically, most of my laughter and enjoyment was derived from points that I think the filmmakers didn't plan for. The acting was subpar on the part of James Franco, who I like, but I will say that was because of direction and his character. Tobey and Kirsten do a lot better this time around, and the other supporting characters really do shine.

Story-wise, it was better. I was surprised a few times that they decided to go a certain way already and my prediction for the villain of the third movie that I gathered since the first seems to be pretty much set (with possibilities of more). The plot and characters were a lot more developed, spending time to accentuate those that needed it. However, there were many times scenes were used that were just irrelevant or longer than needed, its pacing was off, and the change between scenes was odd making me stop and wonder why.

So, basically compared to the first, it is better, but I say not by much. I don't think this was as well-polished as X2 and definitely had flaws. I'm not quite sure why they are making out Spiderman to be Superman because Spiderman should not be that strong and it makes him out to be invincible, which was never the case.