Being Spider-Man is wrecking poor Peter Parker's life. He's had to give up his chance at love with Mary Jane, he can't hold a job because he's always late, his grades are suffering at college, his Aunt May is struggling with the loss of beloved Uncle Ben, and his best friend Harry blames Spider-Man for the death of his father. All of this leads to Peter deciding to give up being a superhero. But a new threat rises in the form of mad physicist Otto Octavius, dubbed Dr. Octopus by the press, that may force Peter out of retirement.

Sam Raimi's direction is much improved from the first film. This one he seems completely at home with the big budget blockbuster and creates many memorable scenes and images, as he often does in his lower budget work. Comic fans should appreciate the homages to the works of Lee, Ditko, and Romita, The CGI improves from the first film. There's still a little bit of the rubbery animated look of the CGI humans but not as distracting as before. The action is also more impressive. The fight scenes between Spider-Man and Dr. Octopus are well-done. The scene where Spidey saves an elevated train is arguably the movie's highlight. Danny Elfman's music is good but, as with the first film, not in the same league as his iconic Batman work.

The cast knocks it out of the park. Tobey Maguire perfectly captures the essence of Peter Parker, even more so than the first movie. His inherent nerdiness, awkwardness, and struggle to do what's right even at the cost of his own happiness. Kirsten Dunst and James Franco build upon their performances from the last movie. Dunst rises above the damsel-in-distress role she's saddled with quite nicely and by the end finally feels like the iconic Mary Jane ("Go get 'em, Tiger."). Rosemary Harris gets far more to do as Aunt May this time around and she's amazing. She steals every scene she's in. The supporting cast (J.K. Simmons and the rest) are all great. Alfred Molina brings Dr. Octopus to life and treats the character seriously, which is miles above the hammy performance given by Willem Dafoe's Green Goblin in the first film.

When this came out, it was the best superhero movie since Superman '78. I walked out of the theater beaming from ear to ear and feeling like a kid again. It was one of the rare summer blockbusters I went to see more than once. It still holds up and is a high water-mark for Marvel movies, in my opinion. It's followed by a terrible third film and then a reboot series that, while good, misses a lot of what makes this film work so well. This is the definitive Spider-Man movie. Lots of humor, heart, romance, and action all told in a bright, colorful fashion. Everything a Spider-Man film should be.