The Amazing Spider-Man 2 picks up shortly after the events of its predecessor, The Amazing Spider-Man. Things are seemingly going great for Peter (Andrew Garfield), he’s more confident than ever in his abilities as Spider-Man and his relationship with Gwen (Emma Stone) is flourishing. But the dying wish of Captain Stacy still haunts him and he struggles with honoring that wish and being with the girl he loves. Unlike much of the rest of the film, this moral debate Peter has with himself comes across as realistic, and it allows for Peter and Gwen to feel like actual people and not wooden characters playing in a superhero narrative.

It helps a lot that Garfield and Stone have a natural chemistry on screen, and the two of them come across as perfect for each other. When Gwen breaks up with Peter, the devastation that the two of them are going through is there for all to see, and the emotion passes to the audience. Despite knowing what the future holds for the two, I still wanted them together. When they weren’t together, the film seemed out of balance, but when they reconnect, it all seemed right again. Their chemistry is the glue that holds the haphazard storyline together.

And haphazard it is. There are threads about Peter’s parents, Norman and Harry Osborn suffering from a deadly disease, corporate takeovers and cover-ups, rekindled friendships (that no one knew existed), Aunt May struggling through nursing school, Gwen going to England, oh and Max Dillon (Jamie Fox), a nobody electrical engineer obsessed with Spider-Man, becoming Electro. The story is a jumble of threads thrown into a ball, and they somehow all link together in the end but don’t ask how because the knot is incomprehensible.  It’s a shame, too, because some of the threads have the potential to be incredibly interesting, but the film never allows them to gestate long enough to mature into anything of worth.

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Because none of the threads ever mature, huge chunks of the movie just seem like happenstance, and it diminishes the importance of certain characters and cheats the emotional weight of some scenes. In particular, the Harry/Peter relationship is super rushed. Harry goes from zero to crazy in a matter of three scenes, and his transformation left me just as confused as Peter seemed to be by it. And even worse, it gravely hurts the films big emotional climax, trivializing it as a set-up for future sequels.

However, although trivialized, the climax is still a gut-wrenching scene. As a long-time fan of the comics, I knew what was coming, but the event still managed to shake me, making me wish that what I just saw wasn’t a reality for Peter and Gwen. I can only imagine the shock that was rushing through the sobbing teenage girls behind me in the theater. And yes, there were really sobbing teenage girls sitting behind me.

The Amazing Spider-Man 2 is a deeply flawed film that suffocates itself in its 142-minute runtime with an overabundance of plot points and inconsequential characters that add little to the overall narrative. It features a handful of cringe worthy moments that brush shoulders with some of the worst ever put into a superhero film, and from a certain point of view The Amazing Spider-Man 2 could be seen as a colossal failure. But it’s not.

Despite being a mess of a narrative, with a constant struggle to find purpose in all of its extraneous plot devices and pointless characters, it still somehow manages to be a highly enjoyable two-plus-hour adventure. It delivers some excellent character performances from its primary cast, some fun and stylish action sequences that left me breathless, and one emotionally charged scene that shakes up the world of The Amazing Spider-Man. It’s not the best Spider-Man movie, but it is fun, and sometimes being fun is all you need from a film.

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