First off let me state, that Spider-Man 1 was a great movie. Light-hearted and upbeat characters helped the story flow along nicely, needless to say it was your better than average pop corn action flick. Now with that being said, Spider-Man 2 is better than any element of the original and then some. The first one focused on "the gift" side of him transformation, and now the world seems like its crashing down on Peter which seems like the second movie focuses on "the curse" side of him powers. The script was a lot better, funnier, but darker at the same time. And of course the action KICKS ASS! Also Doc Ock was a great villain and somewhat hypnotizing just to watch him in action. The final battle between spidey and doc ock on the train will go down in history as one of the best fights between good guy vs. bad guy.