Loved this for all the reasons I was disappointed by the Raimi-helmed era of the franchise - Peter Parker's back to being the real hard-luck hero, the dialogue is fresh and realistic, and the tone is less family-friendly, taking a much darker tone. Andrew Garfield also sets his stamp immediately on Peter, providing not just a highly attractive character, but a psychologically interesting one. The lead up to Uncle Ben's murder (an equally perfectly cast Martin Sheen) is more fully developed than even in the book, and when Ben finally dies the scene packs a real punch. Marc Webb may have shortcomings in his storytelling elsewhere in the film, but not here. The film is largely driven though by the romance between Peter and Gwen Stacy (Emma Stone), and again unlike what's gone before it's highly believable and note-perfectly acted. Stone plays Gwen both true to the book, but with far greater authority than Kirsten Dunst as Mary Jane - I'd been sceptical about the change of characters, but director Webb changed my mind. As said, Webb doesn't get everything right - the development of Rhys Ifans' Lizard is questionable (although Ifans isn't that bad), and some of the Peter/Gwen scenes are self-indulgently long, but for me these were small quibbles. The infamous 'power and responsibility' quote is alluded to but never used, and to good effect - the film isn't entirely about Peter's rise to herodom. There's also a greater conspiracy (presumably connected to an unseen Norman Osborn) around Peter's parents, which only gets a look-in here, but which is promised to develop in the next two films. This film never had enough good word or attention at the box office, and it was unquestionably foolhardy to have released it so soon after the Avengers, but it's quite brilliant - Denis Leary's George Stacy through to Sally Field's May Parker (even Chris Zylka's Flash Thompson) all support Peter and Gwen to perfection. It'll make you giggle and cry in equal measure, which is what wisecracking Spidey is *supposed* to do.