One of the largest obstacles a filmmaker has to overcome when rebooting a franchise is not repeating what the previous incarnation did. When both film series are based on another property, the challenge grows. Marc Webb was faced with just that dilemma when he inherited Spider-Man from Sam Raimi. In the first film, Amazing Spider-Man, he gave us a different villain in the Lizard and spent more time on Peter’s parents. He also introduced Gwen Stacy ahead of Mary Jane Watson which was true to the comics. After that film’s wildly commercial and critical success in 2012, the next obstacle to overcome was the sophomore curse where a film series tends to stumble by being too slavish to the first film or tossing in too many elements. Webb’s Amazing Spider-Man 2 went in the latter direction while also veering substantially from the comics (both Earth-616 and the Ultimate incarnation). Here, Richard (Campbell Scott) and Mary (Embeth Davidtz) Parker are once more in the forefront of Peter’s mind. What happened that caused them to abandon him? Webb teases the information across the first two-thirds of the film so bit by bit we learn of Richard’s work at Oscorp with Norman Osborn (Chris Cooper) and how it connects to Peter. It’s graduation time, putting high school behind Peter (Andrew Garfield) and Gwen (Emma Stone) but while we know she’s off to her internship at Oscorp followed by college, Peter’s post high school plans appear at best murky. It never comes up and Aunt May (Sally Field) never harangues him about it. She’s grateful for the money he brings in selling pictures of Spider-Man but the ever-present fear of finances overshadows her sunny disposition. She mentions saving for his college but that’s about it.Peter and Gwen are caught up in the tensions and demands of impending adulthood. She wants to go to Oxford, he wants her around but is haunted by the ghost of her father who extracted a promise to keep her out of his heroic life at the end of the last film. So, the romance/breakup cycle follows them. Meantime, everything bad in Manhattan can be traced back to Oscorp. You have Max Dillon (Jamie Foxx), a geeky brilliant electrical engineer whose plans to power the city were stolen by the very company he worked for. Norman is also dying from a genetic disorder and despairs that his work with Richard Parker failed to find a cure so he hands everything over to his conflicted son Harry (Dean DeHaan). Once Norman dies, Harry inherits the company and here’s where things start to get fuzzy. He’s 20 so is likely not legally able to run a publically traded company and later, he’s framed and fired, all happening off stage and ignoring SEC and other federal guidelines. Additionally, Harry had made Felicia (Felicity Jones) his number two but all this happened without her knowledge or warning. When there’s an accident and Max becomes living electricity, Oscorp tries to cover it up (after all, they were responsible for the Lizard, too). After a rampage stopped by a quick-think wall-crawler, Max is whisked away to a facility and tortured/tested by Oscorp underlings so is off-stage for the middle act. Instead, we focus on Harry rekindling his boyhood friendship with Peter and then asking for help obtaining Spider-Man’s blood in the belief it was connecting to the work their fathers had performed. Spidey refuses and Harry goes nuts, going so far as to test an unproven irradiated spider venom dose on himself. All too quickly, he goes mad and suits up in the seventh armored prototype found in the Special Projects vault. And thus, without much ceremony, the Green Goblin is born. Webb reduces the impact of the Goblin-Spider-Man conflict since, after all, that was the plot of the first two Raimi movies. And later, when the Goblin and Spider-Man fight, he can’t use the comic book version of Gwen’s death because Raimi stole it for MJ so he finds another way to accomplish the same goal. But before that, the movie carefully constructs Peter’s daddy issues, his romance with Gwen, and why New York needs Spider-Man when Electro threatens the entire city. The stuff between Peter and Gwen is brilliant and feels real thanks to the actors. It’s a genuine partnership and you’re rooting for true love to win out. However, the moment Electro is stopped once and for all, we move into the overstuffed third act. Electro is gone but the Goblin shows up, there’s some fighting, Gwen dies, and Peter mourns her for months. Meantime, an incarcerated Harry unleashes the first of the six remaining prototype armors and the Rhino (Paul Giamatti, chewing the scenery) menaces New York in time to snap Peter out of his funk and Spidey is back! There’s a lot to like, especially the set up for the future of the franchise, with Felicia and glimpses of Doc Ock’s arms and the Vulture’s wings. We know comic afficianados know what’s coming and to everyone else, it just looks cool. Foxx’s Max is clearly unstable before the accident and that‘s amplified when he goes electric. But, once he turns blue, nothing much happens with his personality and his desire for recognition. Harry has glimpses of an interesting character but he unravels way to fast for us to care about him. The screenplay from Alex Kurtzman, Robert Orci, Jeff Pinkner, and James Vanderbilt suffers from the too many cooks syndrome so things don’t hang together as smartly as they should. Webb handles the actors well and Garfield makes for a joyous webhead and brooding Parker but he certainly has aged out of high school and even college. And here’s where Webb should have picked up rather than go back. He’s wasted years of his actors’ lives forcing them back into high school which is well trod ground. He should have started them on the cusp of adulthood and independence, material rich for characterization and conflict. With talk already worrying about what happens after 2016’s Spider-Man 3, a fresh cast will be in order. The sequel was certainly entertaining and well worth seeing on the big screen. It should have been Amazing or even Spectacular. In some ways it was Superior to the first trilogy and is not the Ultimate film in the series. There’s room to grow and I certainly look forward to a next installment, hoping for just a somewhat stronger script.