It took Spider-Man 40 years to make his movie debut, but this fast-paced entertainment is a surprisingly successful mix of spectacle and human-scale drama. Orphaned high-school senior Peter Parker (Tobey Maguire) lives in Queens with his elderly Aunt May (Rosemary Harris) and Uncle Ben (Cliff Robertson), loved at home but snubbed by his cooler peers. Peter nurses a hopeless crush on the pretty, vivacious girl-next-door, Mary Jane Watson (Kirsten Dunst), who's too busy with her thriving social life to notice his infatuation, and pals around with another misfit, poor little rich-boy Harry Osborn (James Franco). Harry's father — ruthless industrialist Norman Osborn (Willem Dafoe) — alternately ignores and berates him for not being tougher, smarter, more disciplined... more like his clever, studious friend. Then comes the moment that changes everything: Peter is bitten by a genetically rejiggered super spider (back in the sixties it was merely radioactive, but these are more high-tech times) and undergoes a painful but exhilarating physical transformation. His eyesight sharpens, he acquires a gym rat's physique overnight and finds he can extrude a sort of spider silk with the tensile strength of steel cable from his wrists. After Uncle Ben's death at the hands of a carjacker, who Peter could have apprehended earlier but didn't (not his responsibility, he thought), the budding superhero realizes he must use his powers to defend the weak and helpless. This mission swiftly pits him against super-freak Green Goblin, Mr. Osborn's murderous alter-ego — under pressure to hang on to a lucrative military development contract, Osborn rashly tested an experimental formula on himself and unleashed his inner Hyde. Purists may quibble about tweaks to Spider-Man's original story, but director Sam Raimi and screenwriter David Koepp remain true to its soul. Beneath the spiffy costume, Peter Parker is a smart, geeky teen trying to reconcile his inner turmoil with complex moral responsibilities thrust upon him by unasked-for super powers. Spider-Man paved the way for the outcast agonies of the X-Men, but Raimi (whose comic-friendliness was evident as far back as 1990's DARKMAN) has a lighter touch than X-MEN's Bryan Singer — he keeps things moving, has a little fun with the self-dramatizing conventions of comic book villainy and includes cameos for his brother, Ted, and longtime associate Bruce Campbell. The extensive CGI work isn't always convincing, but the movie's real Achilles heel is the Green Goblin. Dafoe's best efforts to dramatize Osborn's inner struggle with his worst impulses can't quite overcome his character's clunky costume and rigid fright mask.