How does one account for the exquisitely detailed and thought-provoking "Spider-Man 2" being every bit as masterful as its hugely successful predecessor, 2002's "Spider-Man," particularly when almost every other comic book adaptation ever made (i.e. the "Batman" series, 2000's "X-Men" and 2003's "X2," 2003's "Daredevil," 2004's "The Punisher") has paled in comparison? Two words: Sam Raimi. A passionate fan of the Marvel comic, director Raimi, it seems, has been strengthening his skills for twenty years in preparation for these movies. Once the filmmaker behind 1983's cult horror film "The Evil Dead" and its two sequels, and also responsible for such character pieces as 1998's "A Simple Plan" and 2000's "The Gift," Raimi has taken the raw emotions of the former pictures and the character and storytelling depth of the latter to create two of the greatest superhero movies in history. "Spider-Man 2" does not improve upon the classic original, but it is most certainly an equal, lacking the first film's chilling villain—the Green Goblin—but making up for this minor deficiency with added complexity, raised stakes, and a tighter story arc.

Two years after Peter Parker (Tobey Maguire) killed the villainous Norman Osborn, a.k.a. Green Goblin (Willem Dafoe), and accepted his crime-fighting abilities, he is still having trouble juggling his normal life and the secret one that must be hidden from his family and friends. A bright student at Columbia University, Peter's school work and side jobs as a photographer and pizza delivery man have begun to suffer due to his taxing responsibilities as Spider-Man. His best friend, Harry Osborn (James Franco), now the head of illustrious science facility OsCorp, remains determined to avenge his father's death and kill Spider-Man. Meanwhile, true love Mary Jane Watson (Kirsten Dunst) has grown fed up with Peter's unreliable, noncommittal ways and agreed to marry the handsome John Jameson (Daniel Gillies). Just as Peter decides to retire the spider costume in an attempt to win back Mary Jane, he is faced with a new, extremely dangerous adversary whom he can't back down from: Dr. Otto Octavius, a.k.a. Doc Ock (Alfred Molina), a brilliant scientist-turned-machine equipped with four giant metal tentacles.

By their very nature, sequels are usually not as fresh and culminate more out of a financial decision than a creative one. "Spider-Man 2" bucks the trend, smoothly and intriguingly continuing its plot progression where the last film left off. Even more vital is director Sam Raimi and screenwriter Alvin Sargent's (2002's "Unfaithful") adept handling of the characters, who are not one-dimensional figures bombarded by special effects, but continue to grow and develop as real people do. The visual effects, which are amazing artistic feats and nearly seamless, are wisely used to support the story, rather than the other way around. In choosing this path, the characters of Peter, Mary Jane, Harry, and Aunt May Parker (Rosemary Harris) avoid becoming mere pawns to the action and withhold the narrative on their own. Despite being within the realms of a fantasy, they are lovingly written, living-and-breathing people whose problems are universal. Conflicts concerning self-identity, sacrifice, secrets, regret, and love are dealt with the utmost seriousness and truth; so poignant is the film at times, and so observant and tangible are the human figures that "Spider-Man 2" could just as effectively stand as a straight character drama as it does a fantasy-action movie.

"Spider-Man 2" is a big-budget, mainstream popcorn movie, however, and audiences will be hard-pressed to find a more exciting, intelligent, and ultimately satisfying one all summer. The action sequences, spread evenly throughout the film at roughly 20-minute intervals, deliver everything the first film's did while making them more extravagant and awe-inspiring. Standing out is one battle sequence set on the side of a building, as Spider-Man attempts to rescue Aunt May from Doc Ock, while the unadulterated visceral highlight is a set-piece set on a runaway train between Spider-Man and Doc Ock that is unrelenting in its sheer goal to have you on the edge of your seat and purely delighted. The culmination of this scene is unexpected and inspiring, laying the way for a climax of monumental discoveries and plot developments that prove nothing will ever be the same again for these characters.

The returning actors, by now comfortable in their respective roles, work as a flawless unit; they are so ideally cast in their parts that if one of them were to disappear, the whole enterprise might topple. Tobey Maguire (2003's "Seabiscuit"), at one time looked upon with skepticism when he was cast as Peter Parker/Spider-Man, has turned out to be so right for the role that no one else could possibly take his place. Maguire has that everybody charm about him that makes Peter instantly root-worthy, but he is also physically up to the challenge while capable of dealing with the film's darker emotions. Kirsten Dunst (2003's "Mona Lisa Smile") remains a transfixing Mary Jane Watson, an aspiring actress who strongly believes in the love and connection she shares with Peter, and suspicious of why he refuses to let her get close to him. Mary Jane is not simply the love interest, but a fully dimensional character on her own, and Dunst manages to garner sympathy and emotional power with her every facial expression. As Harry Osborn, James Franco (2002's "City by the Sea") does well in eliciting his care for Peter even as his hatred for Spider-Man intensifies. And the warmly believable Rosemary Harris (2000's "The Gift") handles her several dramatic moments and speeches with palpable pathos. The weak link, and major addition to the cast, is Alfred Molina (2003's "Identity"), who is effective in his early scenes as the kind and ambitious Dr. Otto Octavius, but is miscast when he must become threatening as Doc Ock. Try as he might, Molina is no match for Willem Dafoe. Fortunately, he is given four particularly evil tentacles that manage to do much of the menacing.

With the end of "Spider-Man 2" comes the undeniable feeling that, for all of these characters, there is no turning back in their individual journeys. Not once does the top-notch, mature screenplay appear to be spinning its wheels. As Peter decides that being Spider-Man is his life's destiny, Harry Osborn moves one step closer to filling his late father's crooked shoes. And as for Mary Jane, she makes a life-altering sacrifice that will be fascinating to see how it is handled in the next installment. "Spider-Man 2" is a visually dazzling spectacle and a technically creative triumph—the music score by Danny Elfman and clever opening credits sequence are superlative—but where the motion picture contains its greatness is in director Sam Raimi's multilayered and realistic treatment of the characters and their afflictions. By deeply caring about Peter Parker and Mary Jane Watson and the rest of the ensemble, the film transcends its comic book roots and takes on a life of its own. In no way, shape, or form is "Spider-Man 2" a typically silly superhero movie; this is a significant and grandly entertaining cinematic work.