Here's what I think:
Ursula! Awww, she is so nice, cute, and charming! She's always there to listen and offer helping advice, never to complain.
I also love Peter's aunt. With her portrayal of the wise old person, it really added to the movie.
Stan Lee's appearence. I was surprised I wasn't the only one laughing at this.
The Spider-Man theme the band played at his "award" ceremony. (I also loved that one woman who sang it in the first)
Bruse Cambell. I love his cameo in each movie. The first he was the announcer who thankfully changed Peter's title from the "Human Spider" to "Spider-Man", the second he was the the usher who wouldn't let Peter in to see MJ's performance, and in this one he had me cracking up as the "french" waiter. Awsome-ness!
I also like how they added a new "fighting technique" for Spidey, the "spidey balls" (or whatever they're called).
The bell thing that hurt venom. And when the symbiote was finally seperated from a human, it looked so freaky, I loved it!
Sandman visuals! Gotta give it up to the SpecialFX department, awesome looking.
Emo Peter. The "fixing his hair" scene is very noticable because a lot of people were laughing as well as I. And how does a random customer get on stage to play the piano without anyone noticing?!
I hated the one-liners bad peter/spidey kept giving....UGH! I hate feeling embarassed for the actors of a movie. YOU ACTUALLY AGREED TO SAY THIS?!
Yeah, when I heard the butler say he knew all along, I thought "You DUMB***! You just stood there while your first master killed innocent people, then let his son believe he had to kill spidey!?"
When Harry acted so goofy and kept smiling stupidly. I know he was suppose to be happy that his cares had gone away, but after-wards he was just dumb. And apparently an explosion so powerfull is can deform your face can heal in less then a day? I mean half his head was morphed, but nothing had scabs or blood. And he died?! Bummer!
Also, the "Green Goblin" outfit on the first one kinda bothered me. In the cartoons and comics the guy was suppose to have a sort-of halloween mask that looked like a "real" goblin, but the one in the movie looked like a helmet. The "pumpkins" he throws just look like metalic-orange balls then jack-o-lanterns. At least it resembled a goblin, so I was satisfied. Harry's revamped costume just looked like a ninja on a snowboard. The whole cool thing about these movies are the looks! Doc Oc's four mechanical arms, Sandman changing into sand, Venom, there's even a scene of Peter creating Spider-man's costume! I just didn't get the feeling of "super-villain", more of angry guy with big toys.
The kiss. That was suppose to be the first movie's signature scene and they go and make it a joke. That should have been untouchable.
I kept imagining "Kelso" coming out of nowhere and going "Ha Foreman! Nice tights!". Then venom just walks away all sad. Hehe, just couldn't shake off the whole "That 70s Show" image. (But that's not really "Bad". It actually made it a little more entertaining)
Too many bad guys. As much as I loved the "teaming up" thing, I thought they could have done with just two and focused on one new guy, that being Sandman. Venom should have waited till the fourth and had all the glory to himself.
MJ, poor thing. How could she have worked so hard to fall?! It felt like she was just kinda not given much thought. And what about Harry's diabolical plan?! Tell her to dump him? MUAHAHAHAH!......?
Why did sandman just drift away? He's still alive, he'll probably keep trying to steal for his daughter, and FOR THE LOVE OF ALL THINGS, yet another person knows Spidey's identity! He takes off that mask more then the number of clouds in the sky! (And yet he still refuses to tell his aunt)
AS stated before, the random sand testing thing?! wth? Nothing tried to explain that except a few seconds of the "lab" which still gave no evidence as to what was going on. I was thinking something along the lines of him being taken back to jail where they decided to do an illegal test on him involving a new procedure, blah blah blah blah. Anyway, the testing actually gives him powers and he revolts against those who tried to shield him from his daughter. Meh, that's just my own judgement, so whatever.
The apartment.....shouldn't they have found a better place while they still had their "steady paying" jobs? Parker was only able to barely afford it by himself but with MJ it should have been better. Oh well, it kept Ursula around.
that's just my observations. I still liked it (not having expectations). It's just what I noticed.