"Spider-Man 2" is a very rare thing, a sequel to an outstanding film that far surpasses that film. This film does everything right. It takes all of the best elements of its predecessor and expands on them.

Tobey Maguire once again nails it as Peter Parker/Spider-Man. His character is given great depth, and it was brilliant the way they dealt with the split personalities of Peter Parker and Spider-Man. The relationship between Peter Parker and Mary Jane is further explored in this one.

Alfred Molina as Doctor Octavius makes for one of the best villains ever in a superhero movie. As a villain, he is very threatening with his deadly mechanical tentacles, but at the same time, he's a character you really feel for.

The story is very compelling and dramatic. Peter decides to quit being Spider-Man and tries to live a normal life, and meanwhile, Mary Jane is going to get married. However, when Mary Jane is in trouble at the hands of Doc Ock, he realizes that Spider-Man is his true calling.

The action scenes are truly magnificent. They are expertly directed, thrilling, and truly edge-of-your-seat. The stand-out, of course, is the fight on the train between Spider-Man and Doc Ock. So exhilarating and flawlessly orchestrated, it may well be the greatest action scene ever in a superhero movie.

The supporting cast is once again stellar, as is the soundtrack. You also gotta love the message that sometimes you have to make sacrifices to do what is right.

The first film still has a special place in my heart, but this film outdoes it in pretty much every way. It has a better villain, a more mature storyline, and action sequences even more enthralling than before. A must-see movie and one of the best sequels and superhero films of all time.

RATING: A+