Two years after the spider bite that changed his life, Peter Parker still struggles to reconcile his personal and heroic lives. His grades are slipping, he can't hold a job, his friends feel neglected, his Aunt May faces foreclosure and eviction, and J. Jonah Jameson keeps using his pictures as fuel for his anti-Spider-Man crusade. Mary Jane Watson has found some success in her acting and modeling careers, while dating Jameson's astronaut son, John. Harry Osborn has assumed a prominent role in his father's company, funding the fusion experiments of Dr. Otto Octavius and nursing his hatred for Spider-Man. As Peter's doubts rise, his powers become increasingly unreliable, which only raises more questions. In an effort to help his friend, Harry invites Peter to meet with Octavius and attend the first demonstration of his fusion device, which Octavius controls with a set of cybernetically-controlled mechanical arms. The reaction proves too powerful for its containment field, however, destroying Octavius' lab, killing his wife, and fusing the arms to his body. Driven insane by the accident, Octavius goes on a crime spree to obtain the resources he needs to resume his experiments; soon, the Bugle dubs him Doctor Octopus. To obtain the last element he needs, Octavius turns again to Harry Osborn, who agrees to help him in exchange for Spider-Man. They're not the only ones looking for the web-slinger, however. Soon after John Jameson and Mary Jane announce their engagement, a frustrated Peter dumps his costume in the trash and declares himself "Spider-Man no more."

If you haven't seen Spider-Man 2 yet, quit reading this review and go see the movie. It's two hours of glorious superhero comic book adventure-loving fun. While there are a few leaps of logic, moments of impossible timing, and slightly shaky CG effects (who in the heck conducts a public test of a new fusion reactor in an unshielded Manhattan loft, anyway?), the filmmakers bring you into this comic book world and make you believe in it, thanks to plenty of action and a character-driven story that lets the entire cast shine.

Maguire once again nails the part of Peter Parker, heroic yet always burdened by what he cannot do for himself and for his loves ones. The disappearance of his powers is almost a gift, one that lets him finally take care of some of his other responsibilities, and Maguire really plays up that sense of relief. (Raimi's choice of musical accompaniment for one such sequence doesn't hurt, either.) Dunst and Franco both have more complex roles this go-round; Mary Jane is constantly hurt by Peter's unreliability, but she can't quite extinguish her feelings for him, either. Harry's own grief and anger constantly threatens to overwhelm him, and leads him to ever-more-questionable actions that may ultimately snap his sanity. And Alfred Molina ably carries on the villainous tradition Willem Dafoe started; like Norman Osborn, Otto Octavius is a good man at heart, ultimately done in by his drive for knowledge. Molina conveys plenty of menace but does just enough to keep renewing the audience's sympathy. I like this approach that Raimi is taking to the villains, since it adds just a little bit of depth to what can too easily become a two-dimensional good-vs.-evil conflict. The returning supporting players continue their fine work, with Rosemary Harris playing a compassionate and resourceful Aunt May and J. K. Simmons stealing the show as blustering publisher J. Jonah Jameson.

The script by Alvin Sargent (from a screen story by Smallville creators Alfred Gough and Miles Millar and Pultizer-winner Michael Chabon) is (pardon the phrase) leaps and bounds better than its predecessor. Whereas the original mostly covered plot territory that had already been laid out in the comics, this film draws important themes and visual references from its source material while going further to break new ground. The dialogue is sharp and often witty, letting each character have a voice without going overboard into overwrought monologues. The tension between Peter's own needs and his often-crushing sense of responsibility builds throughout the first part of the movie, and the unreliable powers are a great way of dramatizing things. Is it all in his head, suggesting he just needs to renew his resolve? Is it exhaustion, suggesting that Peter needs to take better care of himself if he's going to be able to help anyone? Or a combination of both?

Once those issues are resolved and the final showdown between Spidey and Otto begins, all bets are off. Their battle aboard an elevated train is a great action sequence (with some questionable physics, but what would an action movie be without questionable physics?) that allows Raimi to reflect on the everyday person's relationship with and capacity for heroism. I also give Raimi credit for not hitting the reset button at the end of the film - these characters and their relationships are permanently changed, and I couldn't be happier with the direction Raimi is taking. I can't remember the last time I was so excited at the end of a movie that I wanted to get up and cheer while the credits rolled. But this one did it. Thrills and heart - you can't ask for more from a summer blockbuster.

• screenplay by Alvin Sargent
  screen story by Alfred Gough & Miles Millar and Michael Chabon
  based on the Marvel Comic by Stan Lee and Steve Ditko
• directed by Sam Raimi
• music by Danny Elfman
• Cast: Tobey Maguire (Peter Parker/Spider-Man), Kirsten Dunst (Mary Jane Watson), James Franco (Harry Osborn), Alfred Molina (Dr. Octavius), Rosemarry Harris (Aunt May), J.K. Simmons (J. Jonah Jameson)