"Spider-Man 2" improves upon nearly every inconsistency, flippancy, and futility which might have compromised its predecessor, in ascending to a sensational entertainment far, far better than any other film this year. This is smart, conventional, touching, and edge-of-your seat entertainment, where we find ourselves constantly gripped by the story, the relationships, and most especially, the action sequences. The characters are believable: Peter Parker's struggle to balance his supreme duties as a superhero with his personal duties as a student and worker and his desired relationship with Mary Jane Watson can be entirely understood by anyone who consistently feels overburdened and unwieldy. This "side-story to the action" provides us with a compelling reason to root for Parker in his quests to "save the day" and recover from his own problems. I became so engaged with nearly every character, including the "villain", Otto Octavius, because the story provided me a reason for involvement, in nearly everything these characters experience. I was compelled by every action sequence, from Spider-Man's signature web-slinging adventures, to the "experiment-gone horribly wrong", to the breathtaking, adrenaline-rushing showdown between Spidey and Doc Ock. This is probably the best single "blockbuster" I have ever experienced, practically free of any significant flaws. Funny, touching, compelling, and exhilarating... And I had merely expected to be entertained by the action! Can't wait for Spider-Man 3! **** out of ****