I like many superheroes, but Spider-man is my all-time favorite of the bunch. He just appeals to everyone young and old alike, with factors people can relate to; from Peter Parker's nerdiness to character development, to real-life problems such as family affairs, love, finances, jobs and so forth. I liked the first Spider-man movie (a good teen movie to boot), but this one took what was good about that one, improved it, and any negatives were fixed. What you have here is the perfect mixture of action, humor, drama, and suspense in one total package. Solid performances from Tobey Maguire, Kirsten Dunst, and Alfred Molina, in fact Molina himself is a good version of Spider-man's deadliest foe, Doctor Octopus. You can even feel for him a little bit and even though you want Spider-man to stop him, at the same time you feel a little sorry for what he goes through in the transformation into villain role. I won't reveal the ending, but I will say it is a total triumph. This is so good, even the great critic Roger Ebert just had to put it on his top ten for 2004 (it ranked 4th), and that alone is a ringing endorsement