Obviously this is totally subjective. Pros: Like the 2009 film, the cast was great. Chris Pine, Zachary Quinto, etc. again did a fine job reprising the characters from TOS. Maybe because the new cast now has two films under their belt, I am starting to accept the cast as being the characters from the original series. While Shatner and Nimoy will always be Kirk and Spock, the new guys aren't too shabby in their shoes. The movie just looks great. Like the last movie, the sparkly retro look of the costumes, sets and ships look great. The 3D worked very well, IMHO. Into Darkness has plenty of great action, although some of the scenes dragged a bit, IMO. Benedict Cumberbatch was good as Khan. He certainly wasn't as menacing or iconic as Ricardo Montalbán, but he was good, albeit his interpretation was a tad generic. The story was pretty good. I feel that the film was a little flat in the third-act, but the first two-thirds held my attention. Cons: The plot, which re-worked some of the elements of both the TOS episode "Space Seed" and Star Trek II: The Wrath of Khan started out promising, but it sort of fizzled towards the end, IMHO. Kirk and Khan join forces and make a deal, the Enterprise disables a rouge Starfleet ship, the bad Admiral is killed, Khan double-crosses Kirk, Khan is later captured and re-frozen, end of movie. It seemed anti-climatic. Like the 2009 film, it was a case of style over substance. A good 50 minute episode of Trek in any incarnation was better than this film. While I have no problem with the reworking of old movies/stories, this movie went too far. Completely rehashing a core member dying in a radiation chamber (this time it was Kirk, not Spock) and then giving his last words to his best friend behind a door and then bringing him back to life, was lame, as was Spock shouting "KHAN!" In their attempt to pay tribute to classic Trek, they actually come across as parodying it, IMHO. Lastly, Carol Marcus served no purpose, other than being eye-candy.