Whenever a movie has the number "2" or it's equivalent at the end of the title you immediately become suspicious. Fortunately the only thing to be suspicious about Spider-Man 2 is if number 3 can possibly live up to this movie.

Picking up some time after the first movie ended, we find Peter (Tobey Maquire), Mary Jane (Kirsten Dunst), Harry (James Franco) and gang getting on with their lives. But their lives cause a lot of inner conflict that each must resolve. For Peter, it is difficult trying to balance school, his day job of delivering pizza's, getting Mary Jane back and his other job of Spider-Man. Mary Jane has succeeded in the world of theater and Harry is running his father's business.

It is Harry's venture with Dr. Otto Octavius (Alfred Molino) that sets up the action in the movie. After the Doctor's experiment goes horribly wrong he becomes Doc Oct, a label hung on him by the incomparable Daily Bugle editor, J. Jonah Jameson (J.K. Simmons). Doc Oct is not your normal villain. He is not out to do harm, but to prove that his energy experiments will work, despite the costs. In order to succeed he needs Harry's help. But Harry only agrees to help the good doctor only if Doc Oct brings in Spider-Man to "face justice" for killing his father.

The action sequences with Spider-Man and Doc Oct are outstanding. Particularly thrilling is a long sequence involving a battle that starts on the buildings of New York and then ends with an exhilarating ride on the subway.

But what makes this movie stand out is the triangle of Peter, Mary Jane and Harry. All three characters have great inner conflict on what they should be doing in their lives. Peter doesn't know if he should be Spider-Man or not. Mary Jane doesn't know if she should keep waiting for Peter. And Harry fights with himself over his friendship of Peter and Peter's friendship with Spider-Man, Harry's enemy.

Sam Raimi does an admirable job in bringing the turmoil these characters are under to the surface. He uses lighting very well to highlight their conflict, often casting these leads in dark shadows conveying their sense of confusion.

Mr. Raimi also does a great job in balancing the action with the slower parts of the movie. All of the actors do a great job in the slower scenes developing the turmoil their characters are under. Without the great casting and acting, these parts of the movie easily could have brought it down.

Hellboy, directed by Guillermo Del Toro, succeeded for the same reasons. With good casting and excellent focus on the character's emotions, both comic book movies excel. These directors have shown that movie-makers don't have to rely on action to make a great action movie.

Spider-Man 2 just may be the best comic book action hero movie to date.