Full disclosure: I live just outside of Rochester, New York, where several of the sequences for The Amazing Spider-Man 2 were filmed. So the film has achieved a status here far larger than the run-of-the-mill superhero sequel-to-the-reboot. While it was fun to see recognizable streets in the first set piece, the cool factor didn’t make any significant difference.

The film is a disappointment. It has many enjoyable elements, but it’s something of a structural mess. What’s good are the leads and the flying sequences. Real-life couple Andrew Garfield (The Social Network, and oh, yes, got nominated for a Tony for the 2012 Broadway revival of Death of a Salesman) and Emma Stone (The Help; Crazy, Stupid, Love.) are the heart of the film, and any scene with them lifts the film. They are both accomplished actors with great careers ahead of them, and their chemistry here is a delight and the backbone of the film. One reviewer called them as cute as a box of puppies, and he was right. They both pop off the screen individually, and together are a special effect that leaves any digital FX in the dust.

Also solid as always is Sally Field, reprising her role as Aunt May. Field is one of those actors who can almost do no wrong on screen, and her scenes with Garfield—especially the more serious ones—add weight and depth to the film. Dane DeHaan (better known for TV work such as True Blood and In Treatment than for any film work up to this point) as Harry Osborn is a genuinely disturbing screen presence whose vibe outweighs his acting style at this point. It works for this film, but one wonders what direction his career might take.

One subplot brings the humanity of the actors into the storyline itself. Peter has a chance to find out more about his father in an unexpected way, and while these moments in action films always are short and ended with interruption, it’s a fine acting moment and brings a deeply felt moment into the middle of the action—a welcome touch.

The flying sequences seem more joyous than ever, which is more consistent with Peter Parker’s occasional devil-may-care attitude. We get closer than ever to experiencing what Peter does as he soars above Manhattan and glides through skyscraper caverns. Toward the end, the film allows us to get even closer to Spidey’s experiences as it breaks down his thinking and acting in a way reminiscent of how Sherlock is represented in current films and miniseries.

Jamie Foxx is saddled with a pitiful villain in Electro. His character and character arc are a mess. Is he an undiscovered (or overlooked) near-genius, or just a creepy guy with self-esteem issues? Either way, there is not enough support for his “turn to the dark side.” Not being a fan of the comics, I can only assume that there is more of a foundation in the comics for his creation than this film supplies. His tenuous connection with Spider-Man and his apparent subsequent disappointment with Spidey’s lack of attentiveness is simply embarrassing. There’s simply not enough here to justify his behavior, and what’s there doesn’t work.

Then when [spoiler alert] Harry Osborn goes bad, it’s a matter of too little too late. Electro has been positioned as the main bad guy, so when the Green Goblin appears, the film becomes even more unbalanced. Two villains make for one confusing set of conflicts.

Or should I say three? Paul Giamatti makes an early and late appearance as Aleksei Sytsevich. Giamatti proves here that a good actor can’t necessarily do everything. He looks rather ridiculous as the over-the-top evil character, and one can only hope that this is the last time we see such a poorly-thought pairing of actor and character. Jordan Schofield is up to play the character in the next film. Clearly, cooler heads prevailed.

[More spoiler alerting] Losing Gwen is a must for those insisting on fidelity to the original story. But when one has an Emma Stone at one’s disposal and enough actor chemistry between the leads to blow up a city block, one has to wonder about the advantages of sticking to the original source material. Nerds may be happy; the rest of us are mourning, for Gwen’s loss as well as the damage to the series.