I didn't like this movie when I first saw it, but the more I think about it, the better it is. Most of the characters were very interesting and were portrayed really well. For me, the standout was Martin Sheen as Uncle Ben. I was very surprised that such a well-known actor could disappear into a role like that. Also, as many others have said, the romance was a lot more realistic. A number of action scenes were top-notch, as well. It was nice having fights throughout the movie instead of jamming a 2 minute supervillain battle at the end, like a lot of Marvel movies sadly tend to do. I especially loved the part where Spider-Man sets up web trap for the Lizard in the sewer. Beautifully shot and an interesting use of his powers. Also, while the score is a bit lush for my taste and is nowhere near as good as Elfman's score, Horner actually has a recurring theme that isn't all too bad.
What hurts the movie is the organization. As I thought, retreading the origin story was a bad move. At times, the movie kind of drags while we're waiting for him to FINALLY become Spider-Man again. Not to mention, nothing in the first half of the movie is resolved. Peter tries to find out what his dad was working on that got him so spooked when he left for the last time, as well as searching for Uncle Ben's killer. But the very second that the Lizard shows up, they just stop doing anything with those plots and forget about it. The "big mystery" advertised in the trailers is never solved. And him fighting only criminals that fit the killer's description isn't justice, it's just revenge (which both Uncle Ben AND Captain Stacey call him out on, yet he never really learns his lesson).
Also, the Lizard was not very good. His humanoid face was slightly distracting, his voice was awkward given the design, and his evil plan made him out like a James Bond villain. The Lizard should have been primal and instinct-based, not a methodical mastermind. Also, his evil plan was the same as Magneto's from the first X-Men. And Kamen Rider Eternal's. And the Worms' from Kabuto.
It definitely wasn't bad, and again, the more I think about it, the more good stuff shines through, but I think if they do a sequel, it will certainly be better in terms of pace and organization.