With SPIDER-MAN established as a demographic-crossing movie franchise — you don't gross $403 million in the domestic box office by appealing solely to comic-book enthusiasts — director Sam Raimi delivers one for the fans, steeped in the Spider-Man mythos and filled with casual allusions to vintage story lines and characters. But you don't need to recognize the secondary players destined to become Man-Wolf and The Lizard, or know that Peter Parker's first crisis of spider-faith occurred in a 1967 issue of The Amazing Spider-Man titled "Spider-Man No More" — the pulpy resonance of those words, which Peter intones with the gravity of a crestfallen priest, speaks for itself. The rare sequel that actually improves on the original, this robust entertainment's intelligence and emotional impact belie conventional wisdom that summer movie spectaculars are by nature brainless nonsense and only a stupid snob would complain about their cynical insubstantiality. When we last saw high-school science nerd Peter Parker (Tobey Maguire), he was coming to terms with the immense responsibilities that accompany his great powers. Two years later, his life is a mess. He still pines for pretty Mary Jane (Kirsten Dunst), now a successful actress, but knows that Spider-Man's girlfriend would always be in harm's way. Peter's once carefree best friend, Harry Osborn (James Franco), forced to take over the family firm, OsCorp, because Spider-Man killed his father (Willem Dafoe, who returns in a brief but chilling cameo), is using alcohol to slake his all-consuming thirst for revenge. Peter's bereaved Aunt May (Rosemary Harris) is in danger of losing her home and Peter is too broke to help — he can barely pay the rent on his Manhattan hovel; between delivering pizzas and fighting crime, Peter is falling behind in his studies at Columbia University. Tabloid editor J. Jonah Jameson (J.K. Simmons) continues crusading against Spider-Man, while his handsome son, astronaut John Jameson (Daniel Gillies), has poached Mary Jane. And because things are always lightest just before the dark, Peter gets to meet and befriend his idol, the brilliant humanitarian scientist Otto Octavius (Alfred Molina), just before the inevitable freak accident that transforms gentle Octavius into villainous Doctor Octopus, his flesh fused with four artificially-intelligent biomechanical tentacles whose reptile brains whisper wicked nothings directly into his. Overwhelmed, exhausted and disillusioned, Peter calls it a day, only to find that his conscience won't let him rest. Raimi and screenwriter Alvin Sargent understand that big emotions and strong performances trump stuff blowing up, and in a film filled with runaway trains, flying masonry and glowing sci-fi machinery, the thread of tragic consequence pulsing through the extravagant set pieces elevates it from thrill ride to authentic popular myth. --Maitland McDonagh
