Before viewing this film I had heard the previews stating it was better than the first. Now that I have seen it, I agree. That puts this first sequel in rare company -- The Godfather II, Star Wars: Empire Strikes Back and Aliens come to mind. I was never a Spiderman comic book reader but I used to watch the animated half-hour show every morning before school. Doc Ock was a large villain (well-done by Molina) but I did not remember the mind control of his prosthetic arms as portrayed in this movie. It raises very interesting questions about man-machine neural interfaces. While mind control seems far-fetched, addictive dependency does not. The special effects were great. Peter Parker's internal conflict and time-management failures living the life of your "friendly neighborhood" Spiderman seems to be a natural progression of his whirlwind journey into superherodom. This is a departure from Bruce Willis's character in Unbreakable who has a long awakening period to come to terms with his extraordinary powers. I was a fish on the hook being reeled in with the romantic tension between Mary Jane (Dunst) and Peter (Maguire). Some felt this was too slow for the movie development. I did not. Maguire just comes off as the quintessential Clark Kent -- no way that guy is a superhero! This is why the elevated train scene is so powerful for this movie. The foreshadowing of the third movie seems to be setting up the return of the Green Goblin. I don't think I want to see the GG by himself for the next movie. Other than King Pin, I don't remember any other arch villains of Spiderman. The Spiderman movies are johnnies come lately in the superhero comics to movies. I remember saying, "not another one" when it was announced. I've been won over. It continues to stand tallest in the genre. The X-men are right there as well. Catwoman is next and there is the outlook for a Superman return -- should be interesting. They have hard acts to follow.