Just two years after director Sam Raimi shattered box-office records, wowed critics and earned almost universal adoration from audiences with the surprisingly thoughtful and wildly popular release "Spider-Man", the promise and potential of the franchise was fulfilled in perhaps the most magical of ways. That being with one of those rare sequels that was an improvement over the original in any and every way. ... one of those one in a million follow-ups that enriches the characters and story, bringing the franchise to the level of perfection. A continuation that was so strong, it could stand tall on its own, and be viewed as an incredible accomplishment even when viewed outside of its franchise.

Yes, 2004's "Spider-Man 2" is not only a sequel that outdoes the original in every capacity, but is also an immensely powerful film in it's own right when viewed as a cinematic experience. And even to this day, it rises above virtually all else to stand as one of the greatest Superhero movies of all time, joining the ranks alongside other beloved works like Nolan's "The Dark Knight" and Donner's "Superman"

"Spider-Man 2" is a masterpiece.

Peter Parker (Tobey Maguire) is having difficulty balancing his dual life as a struggling college student trying to make ends meet and as superhero Spider-Man. Things are only made worse as his best friend Harry (James Franco) holds a grudge against Spider-Man- who he blames for the death of his father, and when he learns that Mary Jane (Kirsten Dunst) is in a serious romantic relationship with another man. With so much stress on his life, Peter begins to notice it take a toll on his ability to fight crime- his powers are being negatively effected by his lack of focus.

Peter soon meets scientist Otto Octavious (Alfred Molina), whom is working on a new source of energy in the form of fusion. However, Otto's life is destroyed in a tragic accident- his wife killed and his body is fused with an experimental set of metal arms that are controlled by an advanced artificial intelligence whose only goal is to complete the experiment at any cost. Now dubbed "Doctor Octopus" by the media, and under the influence of the AI controlling the arms, Otto begins to lose his mind and resort to crime to attain the funding needed to restart his experiment... an experiment that could threaten the safety of the entire city. And so, despite his complex personal life, Peter must make the decision on whether to try and stop Otto- a man he greatly admires and respects... or give up the life of a hero once and for all.

What truly elevates this film beyond the parameters of it's relatively standard storyline is the exquisite handling of theme and character thanks to the small team of writers responsible, for Sam Raimi's continued dedication to crafting a fun-yet-contemplative atmosphere and visual style, and of course the absolutely magnificent cast.

Alvin Sargent ("Ordinary People") adapts the screenplay from a story treatment by award-winning novelist Michael Chabon and the quirky and delightful duo of "Shanghai Noon" scribes Alfred Gough and Miles Millar. (Though there is some dispute that Gough and Millar may have done uncredited work on the script.) It's an incredibly complex script, expertly intertwining themes of redemption, doubt, love and the decline and rise of personal responsibility. It strikes a fine balancing act that makes sure to give every supporting character a purpose, establishes and pays off definitive character arcs in all major players, and also grounds the film in a hyper-realistic way. Gone are the pacing problems and occasionally hammy dialog present in the original film... here, everything has a reason for being, and it fits together as an exquisite experience.

Director Sam Raimi knocks it out of the park with his guidance and visual storytelling in this installment, building off of and elaborating on the excellent work he had accomplished with the original. His kinetic sense of wonder and deep adoration for the comic-book roots of the franchise are on full display, with beautifully crafted visuals that make perfect use of movement and scene composition. He also goes very experimental in key moments to help and deliver a unique style that both compliments and occasionally contrasts with the original, maintaining a sense of visual continuity while also allowing the sequel to sort-of be its own thing. From a wonderful visual montage set to "Raindrops Keep Falling on My Head", to a delightfully perverse and eerie hospital sequence that's a clear call-back to his earlier work on the "Evil Dead" trilogy, Raimi excels like he never has. Bravo, sir.

The cast is just a revelation, effectively building and developing their characters to grand new heights with their incredible performances. Tobey Maguire is given great depth and even pathos in this installment, and he shows his acting chops with a grand portrayal of a troubled hero that still resonates to this day. Dunst is able to inject far more character into MJ, and even though you liked her in the first movie... here you finally see her portrayed as a realistic and flawed human. Franco is a blast as a man spiraling down the drain, grasping to maintain some control. Returning actress Rosemary Harris is an absolute joy as Aunt May. And Alfred Molina gives a performance that I still feel is the absolute epitome of the comic- book villain brought to life. He's emotional. Charming. Identifiable. Threatening. But most of all... most importantly... human. Molina set the gold standard for villainy with this film and I still think he's yet to be topped.

Add to that all of the incredible aspects of the production- from the wild score to the gorgeous cinematography... and you have yourself one of the greatest comic-book movies ever made. A film virtually without flaw.

"Spider-Man 2" is a perfect 10. You owe it to yourself to see this masterwork of action and emotion.