This is why they invented movies. It's a dazzling story of love, loss, adventure, courage, heartbreak, tough choices, and tender feelings with a rescue from a burning building, a runaway train, a world-class villain, and a really great kiss. It is smart and funny and touching and exhilaratingly entertaining. S2 has sensational special effects integrated with a first-rate script and outstanding performances to illuminate the characters and tell the story -- and to show us something about ourselves. But most of all, this is why they invented movies because director Sam Raimi knows how to make things MOVE.

Few movies have so mastered motion. Spider-Man (Tobey Maguire) swoops through the skyscrapers. A train hurtles across a track that just abruptly stops. A car flies through the air. Raimi is all but re-inventing cinematic story-telling before our delighted eyes.

In the first movie, we saw Peter Parker's joy in the powers he developed after being bitten by a radio-active spider. When his Uncle Ben (Cliff Robertson) was killed because he failed to stop a thief, he resolved to devote his life to help people. And that meant no close attachments because anyone he cared about would be vulnerable to attack by bad guys who wanted to pressure him.

As this movie opens, things are not going well for Peter. Even his Spidey powers can't get those pizzas delivered by the 30-minute deadline when there are people to save along the way. Aunt May's application for a loan to save her mortgage from being foreclosed has been turned down. He is having trouble in school because he doesn't have time to do the work. His best friend Harry (James Franco) is still angry because Peter won't tell him what really happened the night Spider-Man killed his father. Mary Jane (Kirsten Dunst), the girl he loves, is giving up on him because he can't tell her who he really is or how he really feels. He can't even do a load of laundry without making things worse. That Spider-man suit chafes. Spidey can't even sling those webs the way he used to. The last hors d'oeuvre at the party is always snatched away just as he reaches for it. Maybe it's time to quit.

Harry introduces Peter to the brilliant scientist, Dr. Otto Octavius (Alfred Molina), whose devotions to his wife and his work are inspiring. Harry is financing the doctor's experiments with fusion energy, so complex and dangerous that they must be conducted with tentacle-like mechanical arms that are controlled by artificial intelligence. But in the grand hubris tradition of myths and comic books, the experiment goes terribly, tragically wrong and the doctor's wife is killed. The four artificial arms are fused to Octavius' spine. Devastated by the loss and overtaken by the arms which move like serpents in the garden of Eden, he becomes a villain known as Doc Ock, stealing what he needs to resume his experiments.

But Harry controls one of those ingredients, and he says he will give it to Doc Ock in exchange for Spider-Man. Molina is brilliant in both incarnations. His kind Doctor Octavius has a glimmer of benign madness. And his Doc Ock shows us the tortured soul that cannot help being thrilled by power. The weakest part of the first movie was the villain, with his dopey mask and over-the-top monologue. But Molina's Doc Ock is a villain for the ages, a man who shows us his real face so we can feel the struggle for his soul.

The comic book elements are all here, with spectacular fight scenes and teen-friendly existential themes. Peter has to struggle with feelings of isolation and not being understood or appreciated. He is aware of the irony of his working for justice for others when his own life is filled with people who judge him unfairly.

One of the screenwriters was Michael Chabon, who wrote a Pulitzer Prize-winning novel about comic book creators called The Amazing Adventures of Kavalier & Clay, and his rich appreciation for the mythic appeal of the comic book tradition brings depth to the story. Spider-Man and Doc Ock have many parallels. Both were granted extraordinary powers through mutations caused by accidents in scientific experiments. Both struggle with their alternate identities, represented in visual terms by frequent use of reflections. Both struggle with devastating losses. In a nice moment that gently underlines and broadens what is going on with the characters, Peter watches Mary Jane perform in a production of The Importance of Being Earnest in a scene where Cecily talks to Algernon about his pretending to be someone he is not. And a street musician sings the Spider-Man song, at first a little tentatively and off-key but then, as Spidey re-discovers who he is, with more assurance, hitting the right notes.

This is a sumptuous summer treat that succeeds on many levels. It is that rarest of treats, a popcorn pleasure with heart, soul, and insight.

Families who enjoy this movie may also enjoy the original Spider-Man and other comic book movies like Superman and Batman. Adult viewers may enjoy Wonder Boys, another Michael Chabon movie starring Maguire.