While laziness in filmmaking makes me angry, the thing it pains me the most to watch is a would-be good movie that can’t get out of its own way. Sometimes that’s worse than watching a just plain bad movie. It’s easy to dismiss the awful and lazy, but it’s incredibly frustrating to sit through a movie that is making some good decisions and can be at times engaging and compelling, but also makes terrible decisions and swings into boring/uninteresting territory. The Amazing Spider-Man 2 falls into that latter category. It’s frustrating and sometimes outright annoying to watch what could have been an incredible movie stumble repeatedly over its own ill-fitting clown shoes, and it left a bad taste in my mouth. Not the worst Spider-Man movie—that title still belongs to the execrable Spider-Man 3—but the most disappointing for sure.

The thing is, out of all the superheroes, Spider-Man is the most user-friendly. He’s the most immediately understandable, his world comes with the highest stakes—when people die in Peter Parker’s world, they STAY DEAD, no take-backs—and with all the advances in cinematic technology over the last twenty years, his high-flying acrobatics through the urban canyons of Manhattan make for some of the most stunning sequences in any superhero movie, period. All of that stuff works in this latest installment in the rebooted franchise—Peter is likeable and sympathetic thanks entirely to Andrew Garfield’s charming, spot-on performance, life and death matter (oh boy, do they ever matter), and this is best-looking Spider-Man movie (and one of the best-looking superhero movies) made yet. At points, it’s a pleasure to watch.

But then it inevitably comes crashing down. And frustration mounts, and dissatisfaction sets in. And it is incredibly annoying because Goddamn it, Garfield is SO GREAT as Peter and Emma Stone is SO INCREDIBLE as Gwen Stacy and Dane DeHaan showed SO MUCH PROMISE as Harry Osborn that they deserved a much better movie than they got. At least the part of the movie about those three did work very well. The best sequence in the movie was when the scene cut between Peter and Harry as they unraveled their fathers’ respective secrets and began to fully understand what those legacies would mean for them.

And Gwen, though short-changed on screen time, was wonderfully written and realized and her death was handled beautifully in every respect. It was genuinely moving and you wonder how Peter will ever really move on from Gwen, who was a true partner and confidant. Spider-Man’s life is incredibly lonely—he has no sidekick, no one knows his secret (though in this movie it seems like maybe Aunt May has figured it out), and Mary Jane always seems to be dating other guys. But now, since Gwen was so incredible, the movies have a chance to explore a Peter who chooses that loneliness because he’s still carrying a torch for Gwen, rather than falling into it because his friends keep trying to kill him and Mary Jane is always fucking off to date someone else.

What did not work—what OVERWHELMINGLY did not work—were the various villain plots. Paul Giamatti’s Rhino was nothing but a silly, cartoonish cameo that could have been disposed of entirely. It served no purpose except to set up the Sinister Six and tonally, it didn’t fit with the rest of the movie at all. Jamie Foxx’s Electro was little better. His backstory plays like a carbon copy of the Riddler in Batman Forever and any real sense of menace Foxx generates is undercut by Hans Zimmer’s frankly ridiculous dub-step theme. Also, Pharrell Williams’ “Enemies Unite” song was ludicrous within the context of the movie. Again, cartoonish, silly, atonal and serving no purpose other than to advertise a future villain team-up movie.

I would have much preferred to see the movie hinted at in the scenes between Peter and Harry. Dispose of all the villains—at this point we’ve seen enough superhero movies to begin breaking the genre’s rules—and let us spend time with Peter and Harry as they both reestablish their friendship and try and deal with the burdens their fathers left for them. Make the B plot all about Gwen trying to move on from Peter but ultimately not being able to because besides their love, she is also a hero, unable to walk away when she knows she can help protect people. I don’t need to see Spider-Man engage with a real “villain” until the very end when the Green Goblin is introduced.

You want to set up future installments in a franchise? That’s how you do it—make us care so much about these characters that when the “oh shit” moment drops at the end, we simply MUST see what happens next. Don’t rush us through a supervillain’s backstory, butcher a worthy heroine’s character arc and cheat the hero out of enjoying the good times before it’s all taken away just so you can cram in reminders about a future movie every twenty minutes.