Start off with excellent writing, then take Sam Raimi's experience as a top notch director who knew how to make a story blend with the effects and actors. Another great film score by Danny Elfman. Whoever thought of Alfred Molina as Doctor Octopus was right on target. ( And people thought Arnold could pull his weight as Mr. freeze in Batman?????) I never thought they could pull off getting Spiderman 2 to be near as compelling as the first.They took this movie and added many laughs, without getting cheesy, and kept the action coming in between the love triangle of Peter Parker and Mary Jane. This movie works because it doesn't play off the fact that Spiderman has been a popular comic for almost 40 years. Sam Raimi( Evil Dead trilogy, The Gift and Darkman) all had little elements that he tweaked in his own way, to give Spiderman 2 something from each of these movies that shows his maturity, and brilliance as a film-maker. Throw in excellent performances from Toby Maguire, Kirsten Dunst, and the rest of the cast, and this is easily the best film of the summer to date. I doubt there will be another that even comes close.