Two years have passed for Peter Parker, established in his role as college student...and as a crime fighter. He can't keep up at school, pay his rent or make amends with his estranged best friend Harry, who wants Spider-Man dead. Mary Jane is more skeptical than ever of the man in her life. Peter's idol, a renowned scientist named Otto Octavius, resurfaces following a failed fusion experiment. Peter, at times noticing he's losing some of his powers, and is feeling the effects of the stress in his personal life, realizes he must decide between being who he once was or retaining his secret identity to stop "Doc Ock" and save New York City.

From a disappointment from the first film of this series, I was quite relieved that this film is not only a lot better, it's the best superhero film ever made! There are much more love for the characters in here and the character development. There is also an emotional core throughout the entire film and it's not your regular superhero film.

There's a lot of drama in this film, not only from Peter choosing a life to take, but he also has to beat the bad guy, and tries to tell Mary Jane that he loves her. I mean, it's not all about the action in here. The action sequences are much bigger and better in this film with nice CGI to top some of the most exhilarating action sequences.

Tobey Maguire's acting is better, as well as Kirsten Dunst and Rosemary Harris. The villain, played by Alfred Molina, also does a very good job playing a creepy antagonist. There's one scene with him in it that was filled with tension, like a horror movie. Again, the score is also fantastic.

This is the best superhero film ever made! It gives you the fantastic characters, great action sequences, it's emotional, suspenseful, and exhilarating as an entertaining film! This is THE MOVIE, if you're a comic book fan so see it, whether or not you're a fan of Spider-Man!