I loved this movie. Peter and Gwen were adorable and hearbreaking all at the same time. Much like the first film, the two of them together was, hands down, the best part of the film. The action was much improved on this go around and it warmed my heart to see Spider-Man work his butt off to save people.
The world-building around the upcoming Sinister Six movie fell flat and Harry Osborn was boring, but both were easily ignored.
I don't think that I've felt a comic-book movie death as keenly as Gwen's. The way she hit and bounced just as Spidey's web reached her was just so awful. Since their relationship and interplay was so critical to this film, I'm not super impressed with the prospects of Spider-Man 3 without Gwen.