The Amazing Spider-Man 2 features many strong elements that keep the film engaging and full of heart and yet it still maintains many of the trappings that grounded 2012’s The Amazing Spider-Man. Director Marc Webb gives audiences something to care for in the form of Peter and Gwen’s relationship and allows it to anchor the film and inform the motivations of its titular character. Still, the movie is bloated, too apocalyptic, and features both pacing and tonal problems that threaten to derail the emotional stakes.

The Amazing Spider-Man spent a great deal of time getting Peter into the costume and introducing the world to Andrew Garfield’s interpretation of the character. Unfortunately, the film never really found a reason for Peter to ever don the familiar reds and blues, quickly ushering away his revelation about his responsibility in his Uncle Ben’s death. It was strange to see the most important part of Peter’s development as Spider-Man received such a minor treatment in lieu of his relationship to Captain Stacy and his daughter Gwen.

This decision resulted in Peter coming across as incredibly selfish and dismissive of his responsibilities as a superhero. It left me asking, “What compels Peter to put on a costume and fight crime?” This is an incredibly damning question for anyone, let alone an enormous fan of Spider-Man like myself, to be asking upon exiting the theater. The action sequences of The Amazing Spider-Man were executed in a way I never dreamed possible and the romance between Peter (Andrew Garfield) and Gwen (Emma Stone) was heightened to its most intimate portrayal ever. But where was the character I admire and his responsibility that defined him?

The Amazing Spider-Man 2, upon its completion, feels like an answer to that question. By the time the final credits roll, the film has successfully developed a reason for Spider-Man to exist and is wholly satisfying, even if Uncle Ben’s passing is treated as nothing more than a mere speed bump (these things are allowed to be changed in an adaptation). With that particular character development at the center of the film, The Amazing Spider-Man 2 is then able to focus on delivering some truly dynamic action alongside an examination of trust in relationships. The Amazing Spider-Man 2 is also the rare superhero film that has ideas on its mind other than its primary action; in this case the film tackles ideas as varied as race, gender, class struggle, privilege, and family issues that center around absentee fathers.

The film smartly places Peter in a position where he can’t possibly make a good decision, no matter his intentions. The plot successfully weaves all of the various threats and dramatics that Peter faces in a way that makes them all affect each other, even if it isn’t apparent to Peter or the audience at the time. Peter’s life is chaotic and overstuffed and so is the film. Despite the cleverness of some of the plotting and how effectively interwoven it is, the film takes little time to allow viewers inside the decision-making process that Peter is going through, often robbing scenes of dramatic importance.

Peter is haunted by Gwen’s father on the day of their graduation, unable to forget his promise that he leave Gwen out of his life. He can’t quit operating as Spider-Man because of his responsibility and presumed hope that he provides the city, as supported by a wonderful and joyous opening sequence of Spider-Man fighting the stereotypically-Russian Alexi Sytsevich (Paul Giamatti), aka the Rhino. Peter decides to break up with Gwen in order to combat the guilt he feels about their continuing relationship. It is in this moment that The Amazing Spider-Man 2 reveals its true intentions to operate as an empowerment film that focuses on the weak and the seductiveness of wish-fulfillment, for good or ill.

Gwen refuses to have her own choice taken away from her by her father’s wishes and Peter’s decision to abide by them. She rejects Peter’s break-up with her and dumps him all on her own. Gwen is an incredibly strong heroine, a rare thing for a comic book film, as she takes risks by her own command and has legitimate knowledge and ability to not only assist the hero but even to outshine him. Gwen has things on her mind, like moving to England to attend Oxford, that suggest that she refuses to be a victim to Peter’s desires and responsibility to continue being Spider-Man. She compares her relationship to Peter with being silenced and killed by his demands; ones that she refuses to abide by. Aunt May’s (Sally Fields) own reclamation of her role as Peter’s “mother” is touching as well and continues to stress the movie’s focus on women and their struggle for self-identity in a male dominated world.

Yet, the pull of love and the need to be needed proves ever too strong for Gwen. Romantic scenes between Garfield and Stone sizzle on screen and are often so intimate that they begin to feel voyeuristic. Never has a film of this genre presented a romance, no doubt built up by their real-world interactions, so honest and nervous. It is clear that Webb indulges in their scenes, allowing the actors to break into their mumblecore skill-set for wonderful result. Any time the film takes a breath to get personal with its wonderful actors, including Sally Fields and Dane DeHaan, the characters and film benefit as a result. Marc Webb clearly knows how to work with the talent he has to deliver nuanced portrayals of characters in crisis.

Yet, all of this wonderful and subtle work clashes heavily with the tone when the story eventually decides to become incredibly cartoony (let’s not even talk about the character of Dr. Kafka). Any development of Dane DeHaan’s Harry Osborn towards becoming the next Green Goblin feels out of place in this story, as if rushing through the paces to get to the inevitable conclusion and introduction of the Sinister Six concept.

It isn’t that the story doesn’t make sense or provide enough context for the decisions made by Harry, but that they feel rushed and simplistic, especially after the two wonderful scenes he shares with Peter. The story thematically fits in with Peter’s quest to reclaim his memories of his father but both stories feel like they are from a wholly different film than the one featuring Gwen’s intended departure and the appearance of a man who shoots electricity out of his fingers. They drag the film down, distract from the core dramatic tension in the script, and result in a poorly paced second act.

Harry’s anger at Spider-Man’s refusal of assistance reveals that sometimes our heroes cannot live up to the wish-fulfillment that we place on them. This harkens back to the very idea that Peter and Spider-Man are imperfect heroes. Harry feels betrayed and abandoned by his father, an emotion meant to parallel Peter’s own quest to find out more about his own absentee father. It is the difference in the quality of the father and each young man’s own reaction to what they discover that demonstrates what makes one a hero and one a villain. Just as Gwen’s desire to be needed by Peter puts her in peril, Harry’s desire and need for others assistance leaves him angry and unfulfilled.

The character of Electro (Jamie Foxx) is the Schrodinger’s cat of supervillains in that his portrayal simultaneously excellent and terrible. The character of Max Dillon, Electro, is presented as an idiot savant of sorts who is eternally loyal and in slavish servitude to Oscorp, his employer. When he’s saved by Spider-Man he begins to obsess over their presumed relationship, seeing him as the one connection he can make in his life and his only way out of the loneliness that Oscorp has locked him into. Yet, on his birthday Max is ordered to stay late and make dangerous repairs on an electrical grid that he designed, only to see it stolen out from under him.

Its no mistake that Max sings “Happy Birthday” as he plummets to his death into a tank of genetically modified electrical eels. The best parallel for his eventual rebirth is that of Michelle Pffefer’s Catwoman from Batman Returns. Both are silenced subordinates tasked with demeaning jobs and work conditions that become villains out of their own misunderstood attempts to have their voices heard. Webb’s casting of Foxx, a black man, as the formerly white Max Dillon isn’t just a show that race shouldn’t be a casting factor but is an engagement in a conversation about modern race relation. When Max literally sheds his skin he becomes visible to everyone; it is only the light that allows him to become visible. Yet this attention becomes dangerous as he is forced/manipulated to become violent as the police fire on him, only to land him back in prison. One doesn’t have to stretch too hard to see how this scenario has played out in a real-world context.

Like Gwen and Harry before him, it is his need, in this case to be needed by anyone in society, which proves to be his weakness. When Spider-Man steals his spotlight again, as someone he looked up to (as he did the heads of his company that so quickly disposed of him), he lashes out in anger, realizing that he is still invisible to the eyes of the world. As his powers grow throughout the film so does how he presents himself to the world and it isn’t long before his giant, blue face reclaims the sides of buildings.

While the character is an interesting stand-in for the invisibility of racial minorities, the mentally ill, and the poor, the film fails to give the character a real person or figure to blame for his condition. Instead, Max fuels his anger inappropriately towards Spider-Man. The audience knows his anger is misplaced, as does Spider-Man, and it makes the character’s actions and struggles suddenly meaningless and irrelevant. If the character is meant to be struggling against what he perceives to be “The Man,” he’s struggling against all of the wrong men. By the end of the film, Electro is nothing more than a fancy special effect, intangible as a streak of lighting, and not a particularly great adversary to the grounded and physical Spider-Man.

The action in The Amazing Spider-Man 2 is fun and splashy, but it’s strange to think that these studios, Marvel included, think that geek culture demands action, betrayal, origin stories, and end-of-the-world scenarios. To understand comics is to realize that the real draw is the characters and their dramatic interactions. When The Amazing Spider-Man 2 understands that perhaps all audiences want is their favorite character presented before them it works wonderfully. Nothing can top the excitement in Peter Parker’s blind optimism, bad luck, humor, love issues, and just plain joy of swinging around town. Spider-Man is all about defying the odds that life has placed Peter in, even gravity, and his struggle between simultaneously being a man and a hero.

What makes Spider-Man special as a character has never been his macho attitude but his yearning and desiring as a young man. It is all about how he fights against the very things that get in the way of being Peter Parker. Webb does an exceptional job of balancing Spider-Man as the people’s hero, without the people of the city celebrating him, as Spider-Man is always careful to save as many citizens as possible, even if it creates two of his greatest enemies. But how about portraying more of Spider-Man’s troubled existence and focusing less on additional enemies and franchise building? I counted seven additional enemies established in this film: Black Cat, Rhino, Venom, the Spider-Slayer, Vulture, Doctor Octopus, and Jonah Jameson. Sure, Jameson isn’t a villain but all of these introductions are barely on the fringe of this film and are completely unnecessary.

How about spending more time on the scenes that work the best, like developing Peter’s life and how Spider-Man interrupts it? We get that Peter is in college and photographing for the Bugle for about a second. What’s Aunt May’s life like at the hospital she’s moonlighting for? Why did the film need a sequence with two planes nearly crashing into each other to raise the stakes? Why does every comic book film have to be about preventing the destruction of the world or an entire city? Sometimes the best dramatic moments are the simplest ones. Gwen’s departure for England is far more emotionally devastating and complex than two guys duking it out in a power grid.

And yet, at the end of the day, all of these complaints are undone by two scenes that are so spectacular and unique to this film that they place The Amazing Spider-Man 2 in a unique place of understanding among comic book films. Spider-Man saves a young bespectacled boy from a bunch of bullies looking to fight him and destroy his science project. The bullies run away and Spider-Man and the boy get to spend valuable time together. This scene is for the real audience of the film and the comics of Spider-Man… kids.  The scene depicts a Spider-Man who is a hero that is just like all of us; he understands our troubles and our desires to be stronger than the world we are in.

So when the comforted boy returns to bookend the film by standing up to Rhino on his own, dressed in his own makeshift Spider-Man attire, the circle is complete. The boy’s empowerment and hope, as inspired by Spider-Man, is in full display. This is the reason I read Spider-Man comics, and continue to do so today, and it couldn’t have been put in any more poetic of a visualization than those sequences. Despite its numerous problems, mainly with being overstuffed, tonally uneven, and the films forcing of characters into a story that doesn’t fit them, The Amazing Spider-Man 2 is the first film to fully understand and express the simple feeling of empowerment that superheroes, particularly Spider-Man, can provide.  The problem is that its tacked on at the end to provide a conclusion to a story unearned by the character or the film’s plotting.  Reports say that Andrew Garfield presented this idea to the filmmakers and insisted it be included.  Perhaps he’s one of the only few on this series that understands the character.