I am still 'iffy' on "how" Doc-Ock came to be. The good doctor is working on creating a fusion power generator. Cheap, easy, free fuel for the whole planet. The only catch is that there was a "miscalculation" that causes the experiment to largely fail...fuse Doc-Ock to his little back-pack dealie with 4 powerful arms, kills his wife, and allowing the advanced 'AI' to influence his mind. Oh yes! The arms can think for themselves, and at times control Doc-Ock. He announces pre-test that the mechanical arms are necessary to do the experiment...as they are super strong, nearly indestructible, and magnetic-proof. But...short of a brief...'this is why I am wearing these arms' which in my mind didn't really give much of a reason to need to attach anything to his body....they really kind of blow his origin story. IMHO

Of course the kid playing the Green Goblin's son is back.

And once again...remnants of that terrible character almost ruined this one for me as well. Sam Rami...fire this kid. He is a horrible sub-soap actor. His lines are incredibly stupid too. He comes of with one liners like "I pay the bills" and "With my money..." and variations like that. He basically beats Doc-Ock over the head informing him constantly "who he (Doc-Ock) works for".

I guess the whole movie felt rushed to me. The middle especially. I think Rami had a checklist of things he wanted to include in this movie.....so at about the 45 minute mark....it kind of becomes a mess.

Spiderman loses his powers briefly. Why? Because he loses "focus". He's under a lot of stress so the poor guy can't seem to get it up. His webs stop working, he falls a lot. He can no longer climb walls either. Funny how he stayed 'ripped' tho. His eyesight goes bad again re-requiring the glasses he ditched in the first film. And he quits. Stops being Spiderman for a while. Crime in the city jumps by 75% and Spider is convinced by Aunt May (who supposedly doesn't know he's Spiderman, but speaks to him about the importance of being a hero, and why Spiderman shouldn't quit because little kids need heros..yadda yadda. So, Spidey puts the suit back on. Then his powers return.

What?

He regains focus....he something filler, more filler....and now he has his powers back.

whatever.

This, however, is where the movie starts to pick back up.

Gong into the movie, I was frightened that they'd mess up Doc Ock like they did the GG. But, I was spared that. Doc Ock is now...IMHO...one of the best movie villains ever. Beautifully done...if not hampered by silly lines a good chunk of the time.

So, really....I have 3 problems with it.

1: Most Important. They rushed the middle I think. 2: James Franco is a horrible actor and ruined every scene he was in. 3: Kirsten Dunst is ALSO a terrible actress...though not nearly as bad as Franco. Not only did this films Mary Jane have zero sex appeal but she looks fairly terrible throughout the whole movie. Lot's of close-ups on her half opened eyes (put the bong down) which reminded me of Garfield. Maybe it's just her Cat shaped head. I dunno. But her lines are some of the best in the movies, and she blows'em. In an Uncool way.

It may be assumed that everything I DON'T complain about here...I absolutely loved. The effects are outstanding...mostly because they're seamless this time. The CGI is some of the best I have seen. Not to mention the sequences with SM "flying" through the city on his webs is outstanding...and has the capability of making a casual movie goer with a weak stomach sick. Bring It On! I say! Good stuff. SM himself is outstanding. Tobey nailed this character.

The over-all story is solid, and there are nice toucher oh humor everywhere.