Sam Raimi did an excellent job directing and I'm thrilled to hear he's going to direct the third. He combined comedy, complex character development, and action that surpasses the first movie by far.

There were some stylistic references that I laughed at. I wish I had seen this with future the roomie because he's a huge Army of Darkness/Evil Dead fan (sam directed those). There were at least two Evil Dead cameos that I caught. I felt kinda silly for laughing though, because nobody else around me seemed to catch on. I also found myself laughing when "Doc Ock" would grab a woman and she'd let out the blood-curdling, king-kong-like scream. There was a lot of comedy in the oddest places. Once Peter Parker decided to put away the spidey costume and focus on his personal life, there was a scene where he's walking through the park, sun shining, girls smiling -- while B.J. Thomas' "Raindrops keep falling my head" plays in the background. At the end of the sequence, there's a stop-frame on Peter smiling and looking at the camera. Very retro. The audience ate it up.

The few action scenes packed such a punch that they weren't missed during the story-driven sections of the film. But when there was action, I was on the edge of my seat. The antagonist, Doctor Octopus (Octavius), was such a better character than the Green Goblin of the first movie for a few reasons: better acting, more humanistic character traits, and less time on screen. The Green Goblins alter-ego wasn't the most holy business man and the viewer really doesn't care for him. Before before being taken over by artificially-intelligent arms, Doctor Octavius was a philosopher and a kind and loving man. I do have one criticism on him, however. There was a hospital scene where a doctor was using a buzz-saw to try and cut off the tentacles (another reference to Evil Dead). After the tentacles took retribution on the doctors and nurses, Octavius wakes up and realizes what has happened. He raises his hands in the air and cries out "Nooo!!!" and the arms simultaneous "screech" upward.... I realize this movie is based off a comic book, but this was just silly. In fact, I think I laughed out loud. Before the outcry, the tentacles and Octavius are viewed as two separate characters, but after this point they have some sort of single-mindedness. I realize the need to convince the audience of this union, but I think there could've been a better way to do it.

I didn't expect the plot to be as complex as it was. When we weren't watching action, peter parker was dealing with personal problems. Peter loses his job, is behind in bills, and is struggling in class. He has little time to devote to friends and as a result, they are losing interest in him. Mary Jane, frustrated because Peter doesn't seem to care for her, decides to move on and find a husband. Harry Osborne becomes increasingly frustrated with Peter for refusing to help Harry gain revenge for his father's death. And to top it off, Peter admits his responsibility for his Uncle's death to Aunt May and she becomes angry with him. Many smaller characters are introduced, but not elaborated on, to please the comic-book fanboys. Doctor Connors, "The Lizzard", is introduced as Peter's teacher. Jameson junior (can't remember his first name), the astronaut who would eventually become Venom, is also introduces as Mary Jane's fiancée. There is still plenty of room for a few more sequels. And it seems there will be plenty as old characters are drawn out (Harry finds his father's stash of Green Goblin supplies).

All in all, it was a blast. I wasn't a fan of the first movie but I now see myself buying both when the second is released on DVD.