"Bring me Spider-Man or I'll peel the flesh from her bones." - Doctor Octopus to Peter Parker, Spider-Man 2

You're about to be spoiled, true believers!

2002's Spider-Man raised the bar for superhero movies, putting average and dismal heroic action films such as Superman IV: The Quest for Peace and Batman and Robin to shame. Spider-Man showed the world at large that superhero movies can be more than god-like moral paragons or dark, angsty, brainless shoot-em-ups. More to the point, it gave the cinema one of the first "real" superheroes. It's been said millions of times by now, but it's worth saying again: one of Spider-Man's key draws is that he's a real guy underneath the costume; fighting the forces of evil doesn't pay the bills or allow for much of a social life. While the first film taught us that with great power comes great responsibility, the sequel shows that great responsibility doesn't leave much room for happiness. Unlike other sequels, Spider-Man 2 takes the bold step of actually allowing the characters to grow as people. 2004's Spider-Man 2 picks up on this note, opening with Peter Parker working as a pizza delivery boy to scrape together enough money to pay the rent at his rundown, one room apartment. His insistence on keeping the would-be love-of-his-life Mary Jane Watson safe from his enemies has finally driven them apart (not that they were ever really together, but...); Mary Jane has forced herself to move on from her non-romance with Peter and is engaged to astronaut John Jameson, son of Daily Bugle editor J. Jonah Jameson. As for the late Norman Osborn/Green Goblin's son Harry Osborn, he has sunk into a pit of depression, alcohol, and anger over both his inability to kill Spider-Man and Peter Parker's "reluctance" to reveal the web slinger's real identity. And Spider-Man himself? His abilities are mysteriously fading, leaving him as plain 'ol Peter Parker again. In one of the film's most iconic images, Peter discards his costume in an alley dumpster, proclaiming himself Spider-Man no more.

Seeing as how nothing is ever easy for Peter Parker, it's only a matter of time before all of the people in his life wind up in conflict with each other, and eventually the catalyst that sparks life-changing events for everyone in his world comes along in the form of Dr. Otto Octavius. To the horror of Harry Osborn and OsCorp (who has invested heavily in the doctor's project), Dr. Octavius's life's work - a form of fusion that produces cheap, renewable energy - suffers a massive malfuction during the initial test, causing the good doctor's unique mechanical tentacles that are used to control the fusion process to fuse to his spine. Overcome by the artificial intelligence in the four massive mechanical arms, Dr. Octavius becomes the maniacal Doctor Octopus ("Doc Ock") and plots to successfully complete the experiment, all the while killing anyone who gets in his way. This eventually brings him into conflict with Spider-Man as he and New York's protector damage buildings, elevated trains, and a number of other structures in, as the Green Goblin once said, "selfish battle again and again and again."

Spider-Man 2 carries over every aspect of the first film that made it so utterly enjoyable and adds in plenty of new material to make it an amazing film in its own right. Danny Elfman's haunting score returns, played against the opening credit sequence that features artistic comic panels created by Alex Ross that depict the major plot points and memorable moments from the first film. Our hero even gets to fire off a few wisecracks, an aspect of the character that was underplayed in the 2002 feature. There are even a number of sly nods and in-jokes scattered around the movie, such as a street singer's off-key rendition of the 1960's Spider-man theme song, a brief appearance of Curt Connors (the man who would be Lizard), a mention of Doctor Strange, a brief cameo by Stan Lee (who is once again rescuing someone from falling debris), and a tongue-in-cheek nod to star Tobey Maguire's well-publicized back injury. The film even tosses in a few unexpected surprises, such as a brief appearance of Willem Dafoe as Norman Osborn and his chilling Green Goblin laugh. Director Sam Raimi and his crew have outdone themselves.

The Spider-Man film franchise is clearly firing on all cylinders now as the final scenes of this sequel set up what appear to be the key conflicts of the inevitable Spider-Man 3; all in all the movie preps three would-be villains for possible use in future storylines (if the following films play out in accordance to the comic books) plus changes some of the key relationships and character dynamics that run throughout the series. It is rare in this day and age that a major Hollywood summer blockbuster popcorn movie actually contains a worthwhile storyline and engaging characters. Some film critics have called Spider-Man 2 the greatest superhero movie of all time, and quite frankly it's easy to see just how true that critique may be. Four tentacles up for Spider-Man 2.