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It took Sam Raimi's Spider-Man series three films to make the mistakes The Amazing Spider-Man is making in two. I speak as someone who both enjoyed and saw the merit of this rebooted film series, which threw the lanky, energetic Andrew Garfield into the role of Peter Parker. And there's still much to recommend about what he, director Marc Webb, and his co-stars are doing here: the film is much funnier and filled with the free-wheeling energy that defines Spider-Man as a comic book character. But it's also over-stuffed with plot and consequently struggles to invest the audience in any of it, since there's so much to get through and so many future films and spinoffs to set up.

The Amazing Spider-Man's flaws were somewhat unavoidable: it was re-running an origin story that we'd seen before and could not simply rely on Spidey's web-slinging to dazzle us. While Raimi's original take on the story could be frustratingly formal and creaky, a lot of Webb's re-casting really made sense: Sally Field and Martin Sheen were much more believable as blue-collar surrogate parents to Peter, Garfield's chemistry with Emma Stone as Gwen Stacy crackled, and Denis Leary gave a surprisingly intense and memorable performance as her father, whose death at the end of the first film gives this sequel a semblance of emotional stakes.

But while Raimi could get very easily bogged down in Spider-Man's mopey, sad-sack qualities (a core part of the comic book character), Webb wants to have lots of fun. Garfield is a willing and able partner for that, making Peter a motor-mouthed bundle of nerves who basically bounces off the walls as he fights gun-toting villains. It's something Raimi always struggled to capture, and Webb mostly nails it, but then struggles any time his story has to shift to a more serious gear.

And there's so much of that to get through. The Amazing Spider-Man oddly decided to focus intently on the mystery of Peter's real parents (Campbell Scott and Embeth Davidtz), tying them into the evil company Oscorp, a science-y conglomerate with lots of secret experiments happening behind closed doors, the sorts of experiments that create evil supervillains. The film opens with a thunderously loud action sequence in a plane involving Peter's dad, and it's enough to make later revelations about his work feel important, but really, it's delivering information we could get in a couple of sentences. I understand the impulse to pay off a plot set up in the first film, but even at 2 hours and 22 minutes, ASM 2 still feels badly overstuffed.

The best recent superhero films have understood that the more villains you have in a movie, the more time you need to spend setting them up for the audience. We have to watch the genesis, rise and downfall of Electro (Jamie Foxx) and then the same for Harry Osborn (Dane DeHaan) in a film that's also clearing up the mystery of the Parker family and exploring Peter's complicated relationship with Gwen. That's two extra origin stories for a film that doesn't need them, and it makes everything feel half-baked.

Electro is first a nerdy maintenance worker called Max Dillon who gets transformed into a being of pure energy after an Oscorp accident. Foxx plays Dillon as the nerdiest loser you could imagine, sporting a ridiculous comb-over, gappy teeth and dorky glasses, and mumbling like a lunatic in case you didn't get the point. I get that this is a comic book movie, but Webb occasionally dials things up simply to get his point across quickly. Foxx is very capable of playing downtrodden, meek losers compassionately—see Collateral—but Dillon's pathos is all on the surface and tough to really care about (it doesn't help that Electro's power-set is pretty limited and dull).

DeHaan, who's a talented guy, again suffers from Webb making things unnecessarily plain for the audience. Harry Osborn looks like a creature from the sea who joined the Hitler Youth, sporting a very severe haircut and ensemble of three-piece suits over the sallowest skin possible. Again, it's tough for the movie to sell us on a surprise—we've seen Raimi's films, we know what happens to the Osborn family—but there isn't enough time to make DeHaan's development into a new Green Goblin carry any weight. He's presented as an old friend of Peter and (maybe?) Gwen's, but things have to turn so sour so quickly.

The action remains very competent—Raimi was capable of truly transcendent moments, but Webb has some very advanced CGI to play around with and makes Spidey do some very cool things. But every sequence is visually loud and overstuffed with detail. Just like the rest of this film, it feels like Webb was throwing things at the wall to see what stuck. 

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