First "X-Men," then "The Lord of the Rings" trilogy, and now this. It seems we are seeing the dawn of a new trend amongst Hollywood blockbusters: that sequels should be more substantive and emotionally resonant than the original movie. While the first "Spider-Man" was worthwhile merely for being fun popcorn action-movie escapism, the sequel deals with weighty moral issues and closely examines inter-personal relationships without either dumbing things down (think "Superman II") or dampening the super-hero excitement (think "The Hulk").

The first movie was all about Spider-Man and his powers. This movie concentrates more on Peter Parker (Tobey Maguire). His moral code may just be ruining his life, not only in terms of his relationships--he cannot tell Mary Jane (Kirsten Dunst) that he loves her, and his friendship with Harry (James Franco) is strained--but his grades are slipping and he can't hold down a steady job. And it's all because he feels that Spider-Man has a responsibility to combat evil.

I won't take up too much space with Doctor Octopus (Alfred Molina), because even though most of the action is centered around him, he's really beside the point. I will just say that although Molina is a gifted actor, he has not quite mastered an American accent. And the convoluted new back-story for Doc Ock regarding nuclear fusion and artificial intelligence is probably the weakest part of the movie. One misses the simplicity--however childish or dated--of the original comic, where a nuclear explosion gives Ock telepathic control of the mechanical arms.

Sam Raimi's action sequences are as impressive as ever. But unlike the first "Spider-Man", they are not the real core of the movie. Instead, it is small, quiet scenes that stick in your mind. My favorite part of the entire 127 minutes is the part where Peter tells Aunt May (Rosemary Harris) exactly how Uncle Ben (Cliff Robertson) died. All the shots are static, the set is no different than it would be for a small, independent drama, and the only effects we see are the actors' thespian skills. Raimi fans will know he has also used similar techniques to wonderful effect in "A Simple Plan" and "The Gift".

I don't want to spoil the end for anyone, except to say that it does a superb job of setting up "Spider-Man 3" by taking the Peter-Mary Jane relationship to a different level, and with a creepily effective surprise cameo.

All in all, this is hands-down, the single greatest super-hero movie of all time, and this is coming from someone who thrilled to Christopher Reeve as a little kid and Michael Keaton as a teenager. Although there will probably be no Oscar consideration beyond some technical awards, this movie strongly deserves 9 out of 10 stars.