The boy with the powers of a spider deals with the aftermath of feeling responsible for the death of his girlfriend's dad and is tormented over his father's abandoning him. The movie means well. There are clever lines, attempts at pathos, and some nice action scenes against super-villains with misplaced aggression. Sadly, the pacing is just too far off taking a good 40 minutes before the movie really starts and much of it seems to be a prelude to part 3. With all that time there should have been room for characterization but we are only given sketches and are expected to fill in the rest (pity the fool that comes into this movie not knowing the characters and background), for example I just can't see Harry and Peter as being best friends who haven't been in contact for the entirety of their adult lives. Well, maybe the 3rd movie will make up for it.