While the first Spider-Man flick served most as a launch pad for the franchise to come, this sequel is where the action and story come together to form a clever pack of whoopa$s. The chosen villain this time is the mechanically tentacled Doctor Octavius a.k.a. Dr. Octopus a.k.a. Doc Ock (imagine Beavis or Butt-head trying to read that last one and cue the snickering) played by the ever-so-cool Alfred Molina. Now that Peter Parker (Tobey Maguire, in the role he was born for) has decided he's Spider-Man, this movie shows him get carried away and cocky with his alter ego. This sets him up to learn the harsh lesson that he can't be everywhere he's needed, whether it's to see Mary Jane perform in an excruciatingly boring play or to save a cute little girl from a burning building. My favorite scene is everything that happens on the subway train; the fight, the visual effects, the rescue, the pleasant fantasy of an unplanned gathering of completely nice and understanding New Yorkers - I like it all. The Spider-Man films have captured a slightly corny magic with realism that fit the comic book genre as snug as spandex, but this one vastly looms over the first mainly for the revelation punch it packs at the end. I wish I could have seen the smile creator Stan Lee wore the first time he saw this work of art.