A very prominent film critic has been widely quoted as saying that Spider-Man 2 is "the best superhero movie ever." He's probably right. Personally, I think I remember liking X2 just a little bit more, but it's been a year since I've seen it and so I can't make a completely honest comparison. Regardless, Spider-Man 2, like X2, makes a good case for giving talented filmmakers carte blanche with big budget sequels. This is flawless action filmmaking, with a script that is endlessly accessible and involving, never pandering.

Sam Raimi did an excellent job with the first film. It wasn't completely perfect, but, as I wrote at the time, it was so exciting that I kept having to remind myself while reviewing it that it wasn't as great as I was thinking it was. That was Raimi's first big budget film after a long career as a beloved cult director; this, his second, is a clear sign he's grown a little bit more comfortable with this sort of thing. He indulges in a few moments that are patently his (chainsaw, anyone?), and everything feels so much more alive, less cramped -- from the New York streets that aren't Hollywood soundstages this time around to the villain who doesn't wear a mask to the frames of the film itself, full anamorphic widescreen instead of the last film's 1:85:1. What a difference an aspect ratio makes!

"It's hard to believe that it's been two years," says Peter Parker's Aunt May (Rosemary Harris), but indeed it has. One of the beautiful things about the screenplay, written by Al Sargent from a story partially credited to Michael Chabon (author of The Adventures Of Cavalier and Klay), is that it gives us reason to believe that these characters have been growing and progressing in the time since the first film ended; it doesn't just pick up where we left off. All the original characters are back (along with the actors who played them), and they've all moved on in different ways; a supporting character like Harry Osbourne (James Franco) gets just as much development as the leads, Peter Parker and Mary Jane (Kirsten Dunst), giving the film a wonderful, familial feel and making the world it takes place in seem that much more believable. Some of its best moments rely heavily on its predecessor, so you may want to brush up before you catch this one.

The heavy this time around is another scientist from Oscorp, the billion dollar company company which has thus far seen two of its best scientists turned into demented villains after their experiments go horribly awry. This time, it's kindly Dr. Otto Octavius, who has nearly perfected a new form of fusion, and also built a rather amazing six-armed contraption to aide him in his experiments. The arms -- or tentacles, to be more exact -- are attached to a vest, which is plugged into his spinal card; he can control them with his brain, but he casually mentions that they each have electronic minds of their own. They turn out to be quite smart indeed, and I wonder if such an advanced form of artificial intelligence isn't as equally exciting as this new form of fusion. No matter; it goes without saying that the experiment goes wrong, lives are lost, Octavius goes mad, and Spider-Man just so happens to get mixed up in it all.

Although just-so-happens is sort of an understatement; Peter Parker, still guilty over the death of his uncle, feels compelled to right as many wrongs as he possibly can. He beats himself up over his failures; at one point, he saves a baby from a burning building but is stricken to learn that someone else perished, one floor up. His endless dedication is having ill effects on his regular life; he's failing his classes, can't keep a job, and his valiant rejection of Mary Jane's love at the end of the last film hasn't made him pine for her any less. He's pushing his alter-ego too hard as well, and one day, in mid-swing through downtown Manhattan, he runs out of web fluid and plummets to the ground.

Before the film came out, Raimi suggested in interviews that he had decided to go in the opposite route of most sequels and make this film more personal, more intimate. That he has; this is not a film about a superhero, but a young man who happens to be a superhero. Much of the film is made up of his abandoning his Spider-Man persona, and his inevitable heroic resuscitation occurs after many intimate, soul searching moments with his friends and loved ones. He gets a brief chance to enjoy life, and there's a lovely moment where his landlord's teenage daughter, clearly infatuated with him, brings him a piece of cake; it's their only scene together, and maybe that it doesn't go anywhere in the plot could be considered a sign of sloppy screenwriting, but the way she innocently smiles at him -- at Peter Parker, not Spider-man -- is a wonderful moment that I wouldn't trade for all the action the film could throw at me.

Raimi also packs a lot of humor into the film, much of it slapstick (he's a Three Stooges devotee), some it even improvised -- at least I think it is, and I'm thinking of the elevator scene here. And lest you think that this isn't a summer action film, never fear; there's plenty of daring-do, and there's one extended set piece in particular that will be the trump card for years to come when fanboys compare comic book movies. It's the primary battle with Dr. Octopus, starting off on a clock tower and ending up on a train. Like the best action scenes, is as much about the characters as what they're doing. Certainly the special effects are amazing, and that it's nothing short of breathtaking would be enough to satisfy most moviegoers, but it works on multiple levels and ends up being almost as important to the character of Spider-man as the smaller moments.

Dr. Octopus isn't so lucky; the villains have been the weak link in this series thus far. Alfred Molina isn't trapped behind the mask that Willem Dafoe wore as the Green Goblin, but his role in the story is rather insignificant. He's absent from much of the film, and his evil plot really isn't all that evil at all; he just wants to recreate the fusion experiment that went wrong, and he's too insane to notice his miscalculations threaten to destroy the entire city. But he and his arms are threatening enough to make him seem more important than he is, which inadvertently works to distract us from more subtle undercurrents of menace that are building throughout the film.

The entire film rests on the shoulders of the tortured hero cliche, but a good movie can make an old cliche seem new. The entire movie can be summed up in the scene at the coffee shop with Mary Jane, the one you probably have already seen in the trailers. It's a wondrously composed moment that calls to mind the upside down kiss they shared in the last film, which certainly is one of the greatest movie kisses of all time. It comes full circle when -- well, it would be criminal of me to even suggest how their relationship pays off in the end. Allow me to simply raise your expectations, because I'm pretty sure they'll be met.