It's two years later, and Peter Parker (Maguire) is weighed down by the demands of saving New York every day as Spider-man, especially since it keeps him from the woman he loves, Mary Jane (Dunst). Then his buddy Harry (Franco) introduces him to his idol, physicist Otto Octavius (Molina), whose experiment goes badly awry, leaving him with four mechanical arms that take control of his mind. Now dubbed Dr Octopus (Doc Ock for short), he starts terrorising New York at about the same time Peter decides to hang up his spidey suit.

There's rather a lot of plot here, and Raimi handles it effortlessly because he keeps his focus tightly in the characters' hearts and minds. We care what's happening because we care about the people involved. (Funny that so few filmmakers make this simple yet essential connection!)

It helps that Maguire is so perfect as the physics geek that we really feel for both his reluctant hero role and his conflicted relationship with Mary Jane. Dunst is fantastic as always, and Franco does wonders with a fairly thankless role. As before, the film is stolen by the outrageously hilarious Simmons as Peter's blustery editor, as well as Harris' sparky-glowing turn as Peter's aunt.

And Molina's Doc Ock is brilliantly complex--internally fascinating and visually stunning (the effects that create him are easily the film's best). This attention to story and character infuses the entire film--each action set piece is full of meaning. One of the best moments is at the end of the large runaway-train segment, an adrenaline-pumping sequence that has us on the edge of our seats and then proceeds to break our hearts with a scene of astonishing tenderness that gives the story it's climactic push. This is masterful filmmaking that more than makes up for the cartoon-looking swinging acrobatics, which are getting better but still need work, frankly.