The Spider-Man franchise is looking to be one of Marvel's top producers, quality-wise and monetarily. The first grossed astronomical numbers, and the second is sure to do the same if not better because it repeats the elements that made the first one so good. There is something about Peter Parker (Tobey Maguire, Seabiscuit, Spider-Man) that everybody can relate to. This time, he's worse off than before. He still pines after Mary Jane Watson (Kirsten Dunst, Eternal Sunshine of the Spotless Mind, Mona Lisa Smile). His duties as Spider-Man have taken a toll on other aspects of his life. He is late to his pizza delivery job, and on the verge of failing his classes. These are very mundane problems for somebody who can scale walls like a spider.

Parker has to decide between his public life as Peter and his superhero life as Spider-Man. When he learns that Watson is engaged, he realizes what he may be missing and decides to give up his superhero persona. Things quickly take a turn for the worse. Crime runs rampant, and the latest super villain to make the rounds is Doctor Octopus (Alfred Molina, Coffee and Cigarettes, My Life Without Me). As a scientist, Otto Octavius was researching fusion with the help of four mechanical arms enhanced with artificial intelligence. A failed experiment fused the arms to his body, and their intelligence battles with his own. He wants to replicate the experiment, and nothing can stop him. Oscorp was funder of this experiment, and Harry Osborn (James Franco, The Company, City by the Sea), still bitter as Spider-man over the death of his father, agrees to continue funding if Octavius brings him Spider-Man.

It seems like there is a lot going on, but it spreads itself out over a little more than two hours. The first part of the story, story by Alfred Gough and Miles Millar (Showtime, Shanghai Noon) and Pulitzer Prize winner Michael Chabon (who wrote Wonder Boys and The Amazing Adventures of Kavalier and Clay) and screenplay by Alvin Sargent (Unfaithful, Anywhere But Here) spends its time catching up with most of the characters. If anything, one of the (minor) problems of Spider-Man 2 is that insists on spending a little time with each and every character from the first, buffering the running time. Yes, Aunt May (Rosemary Harris, Spider-Man, The Gift) is, in a sense, the emotional center of the film, but was it really necessary for all of her screen time?

However, once the action takes off, this minor criticism goes away. Director Sam Raimi (Spider-Man, The Gift) again successfully translates the world of comics to the big screen. There are large doses of action, lots of comedy, and a surprising amount of character development and pathos. This is what sets Spider-Man apart from most other comic book heroes. He is a superhero partially out of a tremendous sense of guilt. This guilt prevents him from starting a relationship with Watson. It makes every decision of his painful, especially when he has to forgo his friends for what he believes is his responsibility. Thus, when he gives everything up, it's like a weight is lifted off his shoulders. The film takes place a few years after the first, and it is nice seeing the actors feel extremely comfortable in their roles.

And the flying scenes are breathtaking. Sure, Spidey looks a little fake at times, but the audience feels the same sense of exhilaration as they did two years ago when Parker first realized he could swing easily between skyscrapers. Doctor Octopus looks even faker sometimes, but their fights are thrilling. And there is eye candy all over the place. Octopus' mechanical arms were a mixture of puppetry and computer animation, and they truly look menacing. And Octopus is a much more sinister foe for Spider-Man than the earlier film's Green Goblin. When Spider-Man 2 hits the hour mark, it takes off flying, until its ending, which, inevitably, leaves itself wide open for a sequel.