A cut above the typical comic book movie, S-M 1 did what this type of movie is supposed to do: introduce the main characters, have 'em fight a Super Bad Guy, and then have it all end happily ever after, for the most part. In other words, for the first movie in a supposed franchise, you have to allow time for exposition of the protagonist's background, even if millions already know him from another medium.

With S-M 2, though, such an obligation isn't necessary. We've met Spidey, MJ, Aunt May, et al., and we're ready to jump into a new story. So while the first one explains why Spidey is, the second movie devotes more time to fighting the Bad Guy du Jour, Doctor Octopus.

Peter Parker (Tobey Maguire) still pines for MJ (Kirsten Dunst), from whom he steers clear despite his undying affection for her. It's for her own good, he tells himself. If we're together, my enemies will top at nothing to get at me through her, and I can't put her in that position. And so, in typical superhero fashion, he broods and broods and broods. The relentless push-and-pull between his love for MJ and his devotion to using his powers for good is a constant theme in the Spider-Man universe, and in the movies it either smolders in the background or charges with a raging fury to the forefront. Peter is given the impossible choice - true love or good deeds - and it's a choice to which, at its core, everyday people can relate; we all have exceedingly difficult choices to make throughout our lives.

And in this especially, the movies succeed. Peter Parker is supposed to be an average teen - well, except for those powers he has. He's not morally superior. He's not smarter. He's just a poor schlub who accidentally has these super powers, and he doesn't quite know how to deal with them. On a smaller scale, a comparison can be made to a supremely talented collegiate football player who's just made it to the pros. He has otherworldly talents. He has money, fame, fortune. And can he handle it? About as well as Peter can.

Anyway, the big villain here is the aforementioned Doc Ock (Alfred Molina), yet another in a long line of Good Scientists Gone Wrong. You may recall that the Green Goblin from the first S-M movie was also of this line. This Doc has found a way to manipulate metallic tentacles with his mind. (It helps that the tentacles are physically attached to him.) Something goes wrong, he goes mad, and next thing you know it, he's gonna take over the world. Give these boys a Happy Meal, and they'd still want two prizes.

Along with the inevitable Spidey-Doc Ock battles, Peter Parker's best friend Harry (James Franco) is still quite resentful as Spidey's killing of his father in the first movie. He doesn't know Peter is Spider-Man, but he knows only Peter is able to take photographs of him. So the second thematic struggle is within Harry - does he resent his friend for knowing the murderer (in his eyes) of his father? All of the cast returns from the first movie (well, all that survived the first movie), and they all do a collective good job. Maguire is a perfect choice for the lead; he's unassuming, can't really emote, is stoic, and even a little bit wimpy. All are qualities that plague the characters of both Spider-Man and Peter Parker.