It would be way too predictable for me to use an exaggeration here like, "since this is better than the first, and I gave the first one a 10 out of 10, then I'm giving part 2 a 15 out of 10!!" I won't quite say that. There's only one movie that deserves such an outrageous claim of actually scoring OUTSIDE the scale of numbers allotted for the rating, and that's Back to the Future part 1. Sorry, I got a off on a tangent, Spike Lee style. Back to Spider-Man 2.

This truly outdoes the first movie in terms of scale. And I guess that's how it works, you tell the origin story, after that you're free to explore different themes in that universe you've created. I don't like to use this word to describe a lot of things, but truly only one word describes this movie: epic.

There's a single driving force in this movie that instantly gets you worrying, and hoping for a good outcome: Peter Parker's tragic downfall, or to be more specific, him hitting ROCK BOTTOM with Mary Jane. He literally lost it all here at one point in this movie. I mean it doesn't get anymore serious than being told "Oh, I'm getting married.." As if that weren't enough, he couldn't even be in her life as a friend because of his constant disappointments he caused her because of his responsibilities as Spider-Man. Add to that his stressful friendship with Harry, his identity crisis, and you've got a pretty complex story, superhero action movie or not.

**You feel the full spectrum of emotions in this movie. Or at the very least, you feel the maximum emotion at one part of the spectrum, sympathy. I've said it already and I'll say it again, Peter Parker's crumbling relationship with Mary Jane was executed perfectly. There's two scenes that captures this feeling of desperation perfectly:

1) At that dinner party thing they were at, Peter gets hit with a 3 part combo: A) his friendship with Harry takes a further dive after being slapped by him twice, B) his friendship with Mary Jane takes a further dive after being told by her while they were outside on the balcony that she pretty much doesn't want anything to do with him anymore, in so many words, and finally, not too long after, C) gets hit with the ultimate crushing blow as he hears the announcement that Mary Jane officially agreed to marry her boyfriend. I think anyone can imagine how embarrassed, humiliated, and heartbroken Peter must've felt standing there, as his world slowed down to a dreamlike state, vaguely hearing J. Jonah Jameson shouting to him to snap a picture of none other than Mary Jane and her new fiancé.

2) After falling to the ground after his webs failed him again, he picks up that newspaper and sees how he's hated by the city and gets no appreciation, with the scene then cutting to him sitting on his bed, tossing that paper away in disgust. It's at this point that we're on the edge of our seats, just wondering what he's gonna do next. His life was a complete tragedy.

**Amazing, lengthy action sequences.

**A sympathetic villain, much better than Green Goblin.

**It takes a certain expert hand to be able to have lines spoken by one character (Aunt May), then have those very same lines repeated by another character (Peter) to another character (Doc Ock), which is what finally gets that other character to see the error of his ways, all without seeming forced or convenient. There's certain elements of the plot that do seem convenient, but it's never contrived or forced. It's like a complex tapestry that all fits together and makes sense somehow.

**If I had it my way, I'd change the ending. I think it would've struck a better emotional chord had they ended it with the scene of Mary Jane hugging her fiancé, after being dropped off by Spider-Man, as she sadly looks up to her love that would never be, as he then shoots out a web and flys off into the night. It would've been a great place to end, the music was PERFECT right at that instant she looked up into the sky at him, with that bright light illuminating her face. This angelic, melodic tone or music, whatever that was that played. Either end it there and move the scene with Harry and his father up BEFORE this scene (because you can't skip the Harry scene no matter how you end it), OR, end right after the Harry scene, after discovering all the Green Goblin equipment. Have that whole cancelled wedding and running scene be the START of part 3 (obviously it's too late for that). I guess the argument for keeping it the way it was shot is the fact that you then wouldn't have the shot of Mary Jane in Peter's window, looking out with a look that you can't quite tell if it's happiness or fear, in regards to her new life.