Alfred Molina plays Doc Ock, a brilliant mad scientist with 4 long metallic arms he cleverly also uses as legs. He's tearing up the city and only spideyman can stop him. Unfortunately the super-bug has, for some reason the movie never explained, lost his super powers and has furthermore gotten fed up with the whole idea of being a super hero instead of a regular teen.

Sounds pretty good and it is, except when the movie gets into the "personal relationships" of spiderman when he's just Peter Parker. Lots of idiotic heart-to-heart talks with his girl friend and then there's this obnoxious old aunt who can't shut up and is always giving peter meddlesome advice.

Still, the fight scenes are great and the animation of S flying thru the air is great too. I remember one scene where peter thinks he can fly again and takes off only to come crashing down and violently bounces off a couple cars. Looked extremely realistic - the director even thought of having the tail-pipe on one of the cars swing back and forth after peter smashed into the side of the car.