Allow me to preface this by saying that I'm one of the few people who didn't like any of the Sam Raimi films for a wide range of reasons (but they were not without their merits), some of which I'll go over as I review this movie. Because I didn't like the Raimi films, I went in with high hopes, although I must admit I agree with the masses that it was unnecessary to retell the origin story. Where to start? First and foremost, I allow me to start with the praises. Andrew Garfield was everything I always wanted for Peter Parker and Spider-Man, something Tobey Maguire failed utterly in my opinion (although the scene where he messes around with the carjacker started off well, it felt like Kick-Ass by the end). Garfield wonderfully balanced the wise-cracking Spider-Man in spades, while portraying Peter Parker stumbling as the awkward but intelligent teenager. Martin Sheen was absolutely wonderful as Uncle Ben (but then I could listen to Sheen reading the yellow pages and I would be mesmerized), while Sally Field was a good Aunt May, but I must admit Rosemary Harris was spot-on and better suited for the role in the Raimi trilogy. Rhys Ifans managed the complexity of Curt Connors fairly well (the man who wanted to heal himself and others in pain while struggling with the inner animal that wanted to break free), but I would say he falls short in comparison to Dafae, Franco, and Molina (who were the biggest, and perhaps the only, highlights of the Raimi trilogy outside of Harris). Rounding off the cast were Denis Leary and Emma Stone as the father and daughter Stacys. Leary does an adequate job with the material he's given which, unfortunately, isn't much. He's not the wise elderly cop of comics (or third film) but is more of a J.J.J. who wants law and justice in the streets and has no tolerance with vigilantes. Until, of course, he magically changes his mind at the end when he discovers Spider-Man's identity and that Gwen is in danger. The sudden change of heart was a bit hard to take, although making Peter promise to stay away from Gwen just before he died felt real. As for Emma Stone, I felt she filled the role of Gwen Stacy very well and had a strong chemistry with Garfield, something I never felt between Maguire and Dunst (but I also think Dunst is one of the worst actresses ever). The only criticism I have is that she struggled somewhat with the weak material she's given. It didn't sit well with me that Gwen went from upset at Peter for sneaking into the Oscorp tour to suddenly wanting to go out with him after Peter humiliates Flash Thompson. While the acting and most of the visual effects were spot on (I wasn't completely convinced by The Lizard's appearance), my biggest problem with the film, like the Raimi trilogy, lies with the script. I don't like how the origin story is changed so that Richard Parker and Curt Connors were colleagues at Oscorp studying genetics, genetics that directly causes Peter to become Spider-Man. Nor did I like how after Richard dies, all research came to crashing halt as if Connors' knowledge in the field had little bearing and the research only really continued when Peter magically solved some equation (because math fixes everything) that no one else in the past decade and a half couldn't figure out! Initially, it was also suggested that Connors had a hand in Richard's and Mary's deaths but the middle-of-the-credits scene suggests otherwise (more on this later). Either way, this doesn't sit well with me (although the comics' answer to this isn't much better admittedly). The majority of the film plays out much like the first Raimi film: heavy focus on the origin as Peter discovers how to use his powers, Uncle Ben dies, Peter struggles with the cute girl at high school, all while the villain begins to unhatch his evil plan of...whatever. The whole plot is very much by the numbers and run of the mill. The story isn't deep and doesn't really seem to say much. Hell, we don't even get the whole "with great powers comes great responsibility" speech (although Ben does yell at Peter a little bit about responsibility shortly before he dies). One note on Uncle Ben's death. While it was nice to see the situation played out in a simpler manner than Raimi's version (and reversion) while maintaining the core essence of Peter letting a criminal go that directly causes Ben's death, I'm not sure how I feel about the fact that the only reason Ben was in harm's way in the first place was because of Peter's earlier actions (not related to the criminal). While this does show that it's doubly Peter's indirect fault for Ben's death, the film doesn't focus on this fact or develop it in any means. Lastly, there were far too many cringe-worthy moments (and not just the typical high school awkward moments or feeling too much like Kick-Ass) much like the Raimi films, although nothing on the level of the stupid musical number walking down the street scene that was in Spider-Man 2 (I think, it's been ages since I've seen it). Despite (or because) of my high hopes, my final grade for this film, unfortunately, is Fair/B-/2.5 stars out of 5. Almost forgot: Stick around during the credits. Like The Avengers (and I think a few other films recently), there's a scene in the middle of the credits (however, there isn't one at the very end). The scene focuses on Connors entering his cell and is visited by a mysterious visitor who asks Connors if Peter knows the truth about his parents' death. Connors says no but screams at the visitor to leave Peter alone. The visitor vanishes from the cell as quickly as he appears, seemingly walking through walls. Or perhaps he was just an illusion? My only guess it's suppose to be Mysterio but I might be off. How this related to greater scheme of things, I don't know, but like I said earlier, I don't like it either way.