A lot of things happen in The Amazing Spider-Man 2. Enough things that the 142-minute running time is almost justified. This is a film that contains so much material that it could possibly be split into two movies, except forget I said that, because I don’t want to be giving Sony any ideas. The problem with this is that despite all of the things that happen, I couldn’t actually explain the reasoning behind more than a handful of them. So much of The Amazing Spider-Man 2 seems to happen without more than very flimsy — if at all — justification. Its plot is a disaster, its characters change motivations to fit the scene, and because of these two points, nothing seems to matter emotionally or even be somewhat memorable. You sit through a movie like this one and come away with nothing but a feeling that you just wasted over two hours of your life on a bad and unmemorable movie.

I’d like to set up the plot for you, but I’m not sure if that’s possible. Each scene almost feels separate from the others. There are brief arcs that some of the characters have to go through, but the way that they progress requires logical and emotional leaps that don’t make any sense. Two of the film’s three villains are evil for absolutely no reason, while the third is in two scenes and probably should not even count when tallying Spider-man’s foes.

The film begins with Peter Parker/Spider-Man (Andrew Garfield) having relationship troubles with girlfriend Gwen Stacey (Emma Stone) after he sees recurring visions of her father (Denis Leary), whom he promised that he would keep Gwen out of danger. They break up, but he stalks her from rooftops.

Meanwhile — and it does feel like a “meanwhile” situation, not one that’s directly connected to Peter’s story — an OsCorp employee, Max (Jamie Foxx), admires Spider-Man after being saved by the webslinger during the obligatory opening action scene. And then he has an accident, is turned blue and glowing by electric eels, and now hates Spider-Man. One scene tries to justify why, but it comes across as a laughable rationalization.

Also meanwhile — again, this feels largely unconnected from the rest of the plot — Harry Osborn (Dane DeHaan) has returned to see his father, Norman (Chris Cooper) die and learn that he, too, will die, thanks to a genetic disease. His father gives him all the research that OsCorp had done, hoping that the younger man will be able to find a cure. The other OsCorp CEOs don’t like the fact that Harry has inherited the company, so they plot to get rid of him — in about two scenes, but otherwise are ignored. Oh, and Harry and Peter knew each other eight years earlier. You needed to know that.

I feel as if I could go on and on about the plot. It’s too cluttered and makes very little sense. Trying to piece everything together would take the work of someone who is inside the mind of the filmmakers — because it’s clear the filmmakers themselves weren’t able to do it. “What are character motivations?” is a question that they are unable to ask. From one scene to the next, it’s almost impossible to determine why someone is doing what they’re doing. And when you can’t understand why things are happening, it’s incredibly difficult to become invested in the proceedings. There are many scenes that scream “emotions!” rather loudly, but they make you laugh because of how they seem to come out of nowhere thanks to the previous scenes being mishandled so badly.

I know, I know. It’s a superhero movie. Superhero movies just need a cool main character to fight some cool bad guys in some cool action scenes so we can all go home happy. We cool? Well, no, we’re not. That’s not good enough. It has to at least make sense, and this one doesn’t. Oh, and it also needs the (1) cool main character, (2) the cool bad guys, and (3) the cool action scenes, and The Amazing Spider-Man 2 is batting 0 for 3. Its main character spends too much time moping around and not being Spider-Man, its villains have no real reason — beyond “we need them to be” — to be evil, and the action scenes are uninspired and far too chaotic. Also, using a lot of slow motion for no reason irks me, and this one does that often.

There are a couple of positives to The Amazing Spider-Man 2. When it tries to be funny, it largely succeeds. Some of its awkward moments work well, and they’re likely to make you laugh. You might laugh even more at the unintentionally funny moments, but that’s neither here nor there. The other positive is … a short scene from the new X-Men movie is included midway through the credits. That’s positive, I guess. Oh, and the web slinging is good.

Great supporting actors are completely wasted. Paul Giamatti plays a Russian mobster who gets two scenes. Felicity Jones plays Harry’s assistant and also only gets two scenes. Sally Field is here to deliver exposition and nothing more. Marton Csokas hams it up as an OsCorp doctor, and is hilarious. Chris Cooper is in this movie for a few scenes, and even he doesn’t get to do much of anything. The lead actors aren’t any good, but then they’re playing poorly written and inconsistent characters. It’s hard to be a good actor when you have no idea what motivation your character has, and it seems that was the case here.

With a crowded, overloaded plot and character motivations that change from scene to scene in order to make each individual moment “work” — which in turn makes the entire film not work — The Amazing Spider-Man 2 is more or less a complete disaster. Its characters undergo short, confusing arcs — if they get any at all — and make no sense, the actors can’t do a good job because their characters’ motivations are too confusing or they’re not given enough time to perform, and the action isn’t good enough — or even just good — to make up for this. There isn’t much action — we spend far more time with an unhappy Peter Parker than Spider-Man — and what action we do get is chaotic, hard to follow, and full of slow motion. There is hardly a single thing to like in this 142-minute waste of time. This is one of the worst superhero movies ever made.