Peter Parker (Tobey Maguire) is now in college and struggling with life. He’s a brilliant but unfocused student who is late on his school projects, often because he’s on a crusade to right a wrong in the guise of his alter ego, Spider Man. He is about to be kicked out of his apartment because he is consistently late with the rent. Late is the operative word at his pizza delivery job as well, which he is in jeopardy of losing. He’s so desperate for money that he wants to be paid for his newspaper photos of Spider Man in advance. When he learns that his Aunt May (Rosemary Harris) will lose her house in foreclosure, the guilt from his actions that set things in motion for his Uncle Ben (Cliff Robertson) to be killed, weighs heavily on his conscience.

Peter is in a funk because nothing is going right. On top of all this, MJ (Kirsten Dunst) decides to move on to a new love when she can’t seem to get Peter to even give her the satisfaction of a small kiss. Peter knows MJ cares for him and may even love him. But because he is Spider Man people are after him, and if they were together MJ would be in danger. So, he turns his back on her.

Peter is doing a college paper on the famous Dr. Otto Octavius (Alfred Molina of "Frida"), a renowned scientist doing research and development on a continuous energy fusion project. During a press conference, which includes a demonstration of this awesome power, the octopus-like apparatus attached to his back melds into his brain function, takes over his body and Dr. Octavius becomes Doc Ock; arguably one of the best villains in years and the key nemesis of the film. Much of the good guy/bad guy action comes from confrontations between Doc Ock and Spider Man. A runaway NYC elevated train provides an exceptionally exciting sequence that becomes almost poignant when Spider Man becomes unmasked to the public. The secret of his identity is redefined.

Peter Parker’s best friend Harry (James Franco) still has it in for Spider Man, who he blames for his father’s death. Of course, Harry didn’t know his father was the dreaded Green Goblin. "Spider Man-3" is in production and we look for Harry’s desire for revenge to affect the destiny of that film.

MJ is now a successful model with her picture plastered all over NYC billboards. Is Peter Parker, AKA Spider Man, good enough for her? Only a kiss will tell.

George’s Take: I thought the best thing about the original "Spider Man" was the set up, showing how Peter Parker came to be Spider Man. Once the action started with the Green Goblin, the quality fell off quickly for me, and the ending of that movie was somewhat weak and left me hanging…not wanting for more. I figured the sequel would be just more mindless action. It was great to be pleasantly surprised with this result. I liked the romantic story developed in "Spider-Man 2," and there’s still lots of action and humor.

Pam’s Take: I loved the opening credits, which paid tribute to Marvel Comics. There was a touch of "Alien" in this film and a bit of "King Kong" as well. And ooh, Alfred Molina gave Dr. Ock a strangely ominous, dual personality.