Peter Parker (Tobey Maguire) continues to try and balance his life with the responsibility he carries in his alter ego Spider-Man. Faced with his Aunt May's (Rosemary Harris) financial troubles, his best friend Harry Osborn's (James Franco) hatred of Spider-Man whom he believes murdered his father Norman, and Mary Jane Watson's (Kirsten Dunst) forthcoming marriage to J. Jonah Jameson's (J. K. Simmons) son John Jameson (Daniel Gillies) the situation is exacerbated by Peter's struggles to maintain employment, his enrollment in college, and his role as Spider-Man which is hampered by sudden troubles maintaining his spider powers. When Dr. Otto Octavius (Alfre Molina) experiments with a new fusion reactor using four experimental AI controlled arms to control the experiment, the fusion reactions quickly become unstable and a fight with Spider-Man stops the unstable reaction but also damages the inhibitor chip in the arms with the AI corrupting Dr. Octavious mind. Now with Dr. Octavious, now known by the Daily Bugle as Dr. Octopus, seeking to replicate the experiment Peter Parker finds himself challenged from multiple directions to the point he may abandon Spider-Man.

The 2002 release of Spider-Man overcame 20 years of development hell and rejected and stalled concepts to become one of the biggest smash hits of the year only behind Lord of the Rings: The Two Towers and Harry Potter and the Chamber of Secrets. With Spider-Man's opening weekend the biggest at the time of its release, Sony was eager to continue the series giving the film a greatly expanded budget at $200 million and delivering a solid sequel that gives more of what worked in the first film while filing down the rougher edges.

Maguire is really good as both Peter Parker and Spider-Man even if admittedly he's more comfortable in the charming awkwardness of Peter Parker than the more snarky Peter Parker but Maguire does sell the core of the movie with Peter Parker's desires for a life his own and his drives to be Spider-Man and a hero that often undercut his search for happiness. James Franco does well as Harry Osborn building upon the fallout his character experienced in the previous film and adopting the more ruthless aspects of his father's character with a feeling of slow rot stemming from festering rage coloring him and Peter's friendship. Kirsten Dunst is still good as Mary Jane Watson and her chemistry with Maguire helps to sell the relationship between the two characters and keep us invested. J. K. Simmons continues to effortlessly steal the scene with his take on J. Jonah Jameson. Alfred Molina as antagonist Dr. Otto Octavius aka Doctor Octopus does well as a tragic scientist and his position as one of Peter's idols makes him a sympathetic antagonist who creates layers in his conflict with Spider-Man. The movie features some great character moments including a scene between Rosemary Harris' Aunt May and Maguire's Peter Parker where he tells her about the night Uncle Ben died in a heart wrenching exchange.

The action sequences have been significantly refined from the first films with more established weight to Spider-Man's acrobatics and smoother rendering of action and flow. The movie does a great job of realizing not only Spider-Man but also Doctor Octopus with his robotic arms given a real tangible presence that is not only visually interesting but conveys the strength and force present in them. The train top fight in particular is one of the best superhero fights and has nicely established stakes at a lightning fast pace that keeps you engaged throughout.

Like the previous film the movie does feel very inspired by that "silver age" style of dialogue with exaggerated performances and slightly awkward delivery, but the dialogue has been ironed out with fewer awkward moments in favor of more comedic moments that are self-aware (like Spider-Man riding in an elevator). The movie also strains credibility by not really giving a good reason why Doctor Octopus' arms have their own AI nor why the arms want to build the fusion generator and it seems like you could've just had him motivated by fury at his name being dragged through the mud by the Daily Bugle and had that be the motivating factor. The movie also stumbles a bit at the end with Peter in regards to Harry's arc in that he doesn't say something that he really should have and feels like he only didn't because it "needs" it for the sequel.

Spider-Man 2 has some of the same flaws as its predecessor, but it refines its strengths so much that it really is a great superhero movie. With likable characters, rich drama, and exhilarating action sequences, Spider-Man 2 plays to its strengths and gives us a mixture of slightly goofy humor with genuinely rich character moments and pathos.