When Spider-Man first swung into cinemas in 2002, his was a simpler world. At best, his caped forefathers were brooding billionaires, vengeful half-vampires and mutants standing for civil rights. At worst, they were brooding billionaires with bulletproof nipple-guards.

But all too soon, Peter Parker—that gee-whiz goofball with a big heart, a bigger brain and the worst case of "friend zone" since Kevin Arnold—was deemed outdated by the studios. A superhero's journey is no longer his own. It's a spandex house party. The Avengers became interdimensional Traveling Wilburys. The X-Men went multigenerational. Superman returned, and now he's set to join Batman, the Green Lantern and whatever B-list scrub the Justice League can muster.

2012's The Amazing Spider-Man made Peter a goodhearted smart-ass, identifiable in his anguish and lovelorn coyness. But in a post-Avengers landscape, that's not enough. In The Amazing Spider-Man 2, Spidey's not just sidled with great power and responsibility as he battles supervillains. He's burdened by a cinematic universe teeming with spinoffs. Coupled with sequel-itis, that means everything must be bigger, louder and capable of feeding an endless franchise (at least two more sequels and two spinoffs are in the works).

Action-wise, that's great. Andrew Garfield, all spindly limbs and corny one-liners, brings joy to the eye-popping action, whether battling Jamie Foxx's electrified villain or helping a kid stand up to bullies. Matching him is Emma Stone, whose Gwen Stacy is less a damsel in distress than a Watson to Garfield's web-slinging Holmes, creating a charismatic female counterpart usually absent in the comic-book boys' club.

Alas, the flaws are also bigger, among them Peter's emo angst—which makes director Marc Webb's breakout, (500) Days of Summer, seem like pure sugar—and wedged-in plot elements that reek of franchise-building. The great Dane DeHaan, as the infamous Harry Osborn, gets about 20 minutes for an arc that took Sam Raimi and James Franco three movies to develop. Paul Giamatti and Felicity Jones pop in for extended cameos that simply serve to tease future roles. The ghost of Gwen's dad shows up. A shadowy conspiracy unfolds. And none of it jells together.

Yet even with all the spinoff egg-laying and a tone that jackknifes between Joel Schumacher camp and Christopher Nolan grit, there's a great bag of popcorn here. Were the fat trimmed and the villains allowed to hold their own—rather than teasing the Sinister Six spinoff that's in the works—the effects and imaginative action would carry the film. But as it is, this is a placeholder that frustrates as much as it entertains.

Critic's Grade: B-

SEE IT: The Amazing Spider-Man 2 is rated PG-13. It opens Friday at most major Portland-area theaters.