Spider-Man 2 is a rare thing, a sequel that improves on the original in almost every way. Sequels tend to jump straight into the action; the characters after all, have already been developed in the original movie. Spider-Man 2 smartly eschews this rule, allowing for almost as much character development as in the first film. The result is a truly beautiful motion picture.

Spider-Man 2 begins some time after the first movie. Spider-Man's real life persona, Peter Parker (Tobey Maguire) is a wreck. Fired from his job, falling behind in school, unable to pay his rent and out of touch with his friends Peter struggles with the duality of being Spider-Man.

Meanwhile, the brilliant Dr. Otto Octavius (Alfred Molina) is working feverishly to complete his latest project: a fusion reaction meant to provide a perpetual energy source. He conducts his project under the Oscorp Corporation, now led by Peter's best friend Harry Osborne (James Franco), who unbeknownst to Harry himself, is the son of deceased Spider-Man villain The Green Goblin. To complete the fusion, Octavius fits a set of artificially intelligent mechanical tentacles into his spine; these tentacles are prevented from controlling Octavius because of a tiny chip he has implanted into his neck. The fusion of course, goes awry, turning the respectable Octavius into the evil "Doc Ock".

This sequence sets up the remainder of the movie, as Spider-Man must stop the villain from terrorizing the city, while he battles his own demons.

This is where director Sam Raimi succeeds. The battles are fast-paced and shot from neat angles, with bright colours abound. An over-reliance on CGI for certain scenes can give the movie a 'cartoonish' feel, but more times than not it works well. Those scenes that further Peter's plight and his relationships with others takes up a significant amount of the movie's running time, but they never feel too long or verbose.

Tobey Maguire is of course, the perfect Peter Parker. With his forlorn look and oft crackling voice, he evokes a genuine sense of pity for Peter. While I still feel that Kirsten Dunst is miscast as Mary Jane, she performs her role quite creditably. Alfred Molina is certainly quite enjoyable as the villain. Molina's Doc Ock presents a more interesting and dangerous villain than the Goblin. Making real progress since the first film is James Franco. Now freed of a peripheral role he steps nicely into the spotlight for the sequel. Further credit must be given to J.K. Simmons who plays J. Jonah Jameson. Simmons steals every scene he is in, not only because of his accurate portrayal of Jameson, but also because of his loud, unapologetic delivery of dialogue.

Spider-Man 2 successfully pulls off what the Hulk tried, but was unable to do: to create a superhero film whose characters are just as exciting as the action.