This movie starts off right where the first one left off. Peter Parker continues saving people as Spider-Man, however the misunderstood Doctor Otto Octavius, a.k.a. Doc Oc is standing in his way and is backed by Harry Osbourne, who is still extremely mad at Spider-Man for killing his father, Norman.

Peter faces all the hardships of a superhero, watching Mary Jane off with Jonah Jameson's son, John and watching his best friend Harry Osbourne drink himself into a frenzy. Eventually he has a tough choice to make; stop being Spider-Man and live a normal life while the city crime rates soar, or continue as Spider-Man and watch his social life go down the toilet. Doc Oc also looms in the wake, attempting an experiment that could destroy th city. More than one secrets are revealed and those secrets and who they are revealed to may surprise you.

Definitely a great performance by Toby McGuire and Kirsten Dunst and solid directing job by Sam Raimi. The special effects are very good and they do an excellent job during the fight scenes. Great all-around movie.