Like the original film, “Spider-Man 2” is a movie that I’ve always enjoyed, and I’ve really come to appreciate it more over the years. Something that stands out to me while writing these reviews is just how different all the Sam Raimi Spider-Man films are from each other in terms of tone and pacing, despite forming a trilogy. This movie is shot quite differently from the first one, and the main characters have all been aged up a few years, giving the impression there’s been a soft reset between movies, so the first act feels like a readjustment period. The first film was a brisk and fast-paced superhero romp as well as a campy, escapist origin story. The second film is partially an action flick, but it’s mostly a romantic comedy and a slow-burning character drama. On the surface, the third film is more of a superhero romp like the first, but underneath, it’s a pretty convoluted, tragic drama about all of our main characters damaging their relationships because of the worst parts of themselves. The pacing in “Spider-Man 2” is definitely a lot more relaxed than the previous film. While “Spider-Man” had to hit all the right beats to pull off a superhero origin story, establish a universe and tell a complete story at the same time, most of the cast of “Spider-Man 2”, save for Doc Ock, have already been well-established, which frees up a lot of space. This movie can afford to take its time, have even more fun with itself, improve its visual effects (it certainly does that), flesh out the main characters, and ruminate on life and love. It’s for this reason that “Spider-Man 2” is often regarded as the best of the Raimi trilogy (and to some, the unrivaled magnum opus of “Spider-Man” films so far). The fact that this is the film where Tobey Maguire’s Peter is given the most character development and Alfred Molina turns in a great performance as Doctor Octopus certainly helps as well.

When we last left our geeky mutant Peter Parker, he had decided to become a lone wolf, and when we rejoin him again in this film his life is falling apart. Because of all the time he spends fighting crime as Spider-Man, he’s having trouble holding down a job, which means he’s running low on money to pay his rent. His grades are declining and his peers all think he’s lazy and irresponsible. His friendship with Harry is in tatters, since the latter still blames Spider-Man for his father’s death and is obsessed with him. His other friendship with Mary Jane is falling apart as well; he still loves her and is misguidedly trying to protect her by keeping secrets from her, but he can’t be reliable or emotionally available anymore. He can’t be there for Aunt May when she’s starting to lose her home, and he still feels guilty about what happened with Uncle Ben. Jameson’s slander at the Daily Bugle is hurting his reputation as Spider-Man. Because of his low-income, he has to live in a dodgy, run-down apartment, and to top it all off, he’s starting to lose his powers and his confidence, which is putting him in danger of being killed on what should be ordinary patrols. Needless to say, Peter’s double life as a vigilante has become a really unhealthy lifestyle and is making him miserable. As the stress, abuse and misfortune pile up in the first half of the film, it becomes easy to see why he would be tempted to hang up the mask.

When you watch the original film, you could easily get the impression that Peter only became Spider-Man and remained Spider-Man because he felt it would be what his Uncle Ben wanted him to do, and that’s certainly what Peter’s starting to believe at the start of this film as he loses his drive. The second half of “Spider-Man 2” becomes a character study of Peter Parker and an examination of what ‘With great power comes great responsibility’ truly means. Peter gives up being Spider-Man to try to live an ordinary life. This is an understandable and sympathetic choice, but also an irresponsible one, since he knows Doc Ock is still on the loose and the police can’t handle him. As a result, Peter’s own life improves as he now has the time to be a good friend, student, employee and son; but accomplishing this requires him to turn his back entirely on people who need help – people who are being attacked, people who are losing their homes in fires, people who are losing their livelihoods and maybe even their lives – while he has the godlike abilities to make some sort of difference. As the movie progresses, Peter comes to the realization that Spider-Man isn’t something that’s been forced on him by his Uncle Ben or by himself; the urge to help others is a part of who he is, even without his powers. He can do a lot more as Spider-Man than he ever could as Peter Parker, and he serves as something of an inspiration to the people of New York, an ideal and a symbol of the city. After a month of mediation, Peter comes to the conclusion that he needs to commit to what he started and get back in the game. The runaway train sequence, in which Peter fights to his last breath and is nearly torn apart trying to save innocent people, serves as a nice visual metaphor and summation of everything Peter has learned in the film.

The fact that nothing ever goes right for Peter but he still does the right thing regardless, without recognition or reward, because he can is a staple of the Spider-Man comics and a large part of what makes Spider-Man a great character. Raimi and the screenwriters (Alfred Gough & Miles Millar) do throw Spidey a bone and lift some of the weight off his shoulders. After everything he endured and all the hardship he experienced in the last two movies, Peter finally receives some love and appreciation from the people he saved, and he gets to have his dream relationship with Mary Jane. Spider-Man is who he is, and he’s never giving that up again. Tobey Maguire, who was already good in the role in the last film, has noticeably improved and is now able to convey all of Peter’s quirks and thought processes without having to say a word, allowing him to shine in the comedic scenes. In particular, the scene where he quietly and ashamedly confesses to Aunt May the truth about Uncle Ben is captivating to watch. Mostly though, I’m impressed by how much character development Tobey’s Peter received in just his handful of films. In two movies, we’ve seen him grow from a timid, awkward, wide-eyed, nerdy boy to a courageous, determined, independent, thrill-seeking and now somewhat wiser nerdy man who can take on super-villains and win, which makes him a very likable and engaging protagonist to follow.

When we last saw Mary Jane Watson, she had just been rejected for reasons she didn’t understand, and while she’s still friends with Peter in this movie, they’ve grown distant and strained and she’s starting to get annoyed with him. Mary Jane’s Broadway career is finally starting to take off, and she has a new man in her life. She’s growing up and moving forward, while Peter is seemingly stuck in the same old rut and can never be there for her like he used to. I’ve sometimes seen people say Mary Jane is too harsh in this movie, and while I’ll be talking about some MJ hypocrisy in “Spider-Man 3“, I’d say she’s right to take Peter to task here. It was Peter who spent much of “Spider-Man” sending out signals only to reject her at the end of it, who spent much of the gap between movies apparently avoiding her, who waited until she was seeing someone else and even marrying them to try to win her back while he was still keeping secrets from her, and even then couldn’t seem to make up his mind what he wanted, messing with her head. The audience is predisposed to sympathize with Peter since he’s the protagonist and we know how much being Spider-Man is holding him back, but if you step outside of Peter’s perspective that looks really bad. If anything, several of her scenes in this movie make me pleased that MJ has a backbone, and Peter mostly has himself to blame for choosing not to tell her his secret. Which isn’t to say Mary Jane comes out a saint in this movie, because that would be ridiculous. Despite wanting to believe that she loves John, it’s worth noting that he fits the previously established pattern of ‘important guys MJ feels she should be with’, which suggests that she might be falling back into old, bad habits. And that spark she had with Peter is still there, making her question her feelings towards John. By the last act, Mary Jane can no longer deny that Peter is still the one she loves and John is the rebound.

Over the last two movies, we’ve seen Mary Jane quietly try to decide between what her heart wants and what she thinks she should have, gradually gaining the courage to go for the former. The turning point in the movie is when she finally learns Peter’s secret, as a result of Doc Ock kidnapping her, and she gets some insight into how lonely and solitary a superhero’s life is. Peter helped to show her what real, unconditional love was, and all those times Spider-Man saved her from danger, he was helping her then as well. The movie seems all set to have a bittersweet ending again like the last one, where Peter and Mary Jane have to go their separate ways, but Mary Jane nopes right out of that. In the final scene of the movie, Peter and Mary Jane come full circle and re-enact the ending of the last film, but with a more liberating subtext. With full knowledge of what she’s getting into now, Mary Jane reclaims the agency she was denied before and insists that Peter let her make her own decisions, as it’s better that they take the risks that come with a superhero-civilian relationship than be safe and miserable. There’s no one she would rather be with than him. “Spider-Man” and “Spider-Man 2” follow the same formula as “Superman” and “Superman II“, in that the first film introduces the hero and the second film has him try to give up his job to be with his love, but I’d say the Spidey films improve on it. Because while “Superman II” ends with a reset button that ensures Lois learns nothing from that adventure, both Peter and Mary Jane get to keep the character development they received in this movie. With that much having been said, as happy as I am to finally see Peter and Mary Jane get together, MJ leaving John at the altar with only a note to call off the ceremony is rather harsh. The last few minutes of “Spider-Man 2” might be a happy ending for Peter and Mary Jane, but not as much for John though.

Alfred Molina’s Doctor Octopus is a villain with class. Otto Octavius fits a similar template to Norman Osborn in the last movie, a scientist friend of Peter’s who rapidly goes off the deep end, but that’s as far as the similarities extend. More time is devoted to making Otto’s personality likable and well-rounded before his transformation, which makes his subsequent descent into villainy very effective, and he’s a more stern and goal-oriented villain than the campy, maniacal anarchist Green Goblin was. Otto is initially intelligent, worldly, charismatic, strict and humorous, with a lengthy scientific career and a decades-long happy marriage to his name. The picture of an individual who has their life together, unlike Peter who’s struggling with everything. The downfall of a good man is brought about because of Otto’s fatal flaws – his large amount of hubris and his god complex. He flies too close to the sun with an insanely dangerous and reckless experiment and gets burned. Because of Otto’s refusal to shut down his life’s work, his wife is killed in front of him and he gets four sentient, mechanical arms grafted onto his back (which is a bit of a miniature theme in the Raimi trilogy. You’ll want to be very careful what choices you make in life, because you never know which ones you’ll have to live with forever. Peter certainly learned that when he got his Uncle Ben shot). The tentacles, unburdened by human morality, were designed to have one purpose and are solely obsessed with fulfilling it- building and sustaining Doc Ock’s machine. With a direct link to the Doc’s brain, they whisper into his head and feed into his own obsession and hubristic god complex. This makes Doc Ock a somewhat tragic villain. He’s a victim of his own mad science, the same mad science that destroyed his life and his love, and he never truly gets to grieve and cope with Rosie’s death before it’s quickly discarded.

Turning his back on his old, wrecked life, Doc Ock and his tentacles turn their attention to rebuilding his life’s work and ‘improving’ it, and they are completely ruthless and unscrupulous in their approach. To get the parts they need, Doc Ock is willing to resort to murder, theft, kidnapping, and everything else, and he presents a different sort of threat than any Spidey has had to deal with before, one that forces the webslinger to use his head more often since Otto can easily overpower him with four other limbs. Whenever they fight, we get a keen mind versus a keen mind. The problem with Octavius as a villain is that he kind of disappears into the background for the middle act of the movie, so we can focus more on Peter’s short-lived retirement. He feels somewhat underused, though the strong presence he has in the last act (including the train fight) as he enters his endgame makes up for it. The parallel between hero and villain is subtler this time than it was in the last movie, to the point where I didn’t realize it was there until the climax. I hadn’t noticed that both Peter and Octavius had put their own selfish desires over the needs of the city – Peter gave up being Spider-Man to try to be normal, and the Doc put the city in danger to pursue his obsession. Considering Octavius has required Peter to rely on his brains more than his brawn throughout this movie, the climax is a nice capper to that. When Doc Ock’s tentacles are damaged, Peter uses what he’s learned throughout the film to talk him down, appeal to the man beneath the monster and reach what’s left of a formerly good scientist. Pulling an eleventh-hour heel-face turn, Doc Ock manages to destroy his raging experiment and drowns with his life’s work, rejoining his Rosie in whatever afterlife the Spidey films have. It’s quite a send-off.

Harry Osborn continues his tumble down the slippery slope of morality in this movie. As the sole surviving Osborn, Harry steps into his father’s old position as chairman and tries to save Oscorp by funding Dr. Octavius but fails, leaving him depressed. In the two years since his father’s death, Harry has grown obsessed with Spider-Man, and as a result he’s now bitter, hateful and resentful. His formerly close friendship with Peter is now strained to the point of breaking, since he thinks Peter is protecting Spider-Man. A significant turning point is when Doc Ock confronts him in his penthouse and Harry sends him Peter’s way. At this point, Harry is officially willing to sell out his friends to dangerous criminals to get what he wants. When Harry finally discovers Peter is Spider-Man, we get one of the creepiest scenes in the film – Harry having Goblin hallucinations, goading him into killing Peter. Except unlike his father in the previous film, Harry hasn’t taken any performance enhancers yet. After obsessing over Spidey for two years, Harry’s fragile mind quietly snapped when he learned his best friend betrayed him and now his subconscious whispers to him to finish the job. He puts the words into his father’s mouth because one, there’s no one whose opinion he values more than Norman’s, and two, all the derision and mockery is honestly what Harry believes his father thinks of him, and what Harry probably thinks of himself. The fact that all of this is stemming from Harry and Harry alone is creepy and it honestly makes you wonder how much those performance enhancers actually affected Norman. Perhaps some sort of mental illness like schizophrenia already runs in the Osborn family, waiting to be brought to the surface. While Harry is still the least interesting character in this trilogy, James Franco turns in a more dynamic performance this time around as an older, harder Harry.

J. Jonah Jameson, Peter’s snarky tightwad boss, is pretty much the same as he was in the last movie and still just as funny, though do we learn more about him and his family. Jonah can barely contain his excitement about his son, the astronaut, being married, and he furthers his media crusade against his self-appointed nemesis, Spider-Man. For a moment, it seems as though Jonah may have to reflect and question his bias towards Spider-Man, but when a return to the status quo appears he humorously snatches it up immediately. There’s also a deleted scene, where Jonah parades around in Spider-Man’s suit and it fits J.K. Simmons better than you would expect. Two new minor characters are introduced, Mr. Ditkovich, Peter’s surly Russian landlord, and his daughter Ursula, the former of which has a nice running gag hounding Peter about his rent money, and the latter of which seems surprisingly nice and considerate from what little we see of her. Aunt May has a larger role in this movie that allows Rosemary Harris her time to shine as a mother figure who’s both strong and fragile, living on her own now. We see May grieve her dead husband on the anniversary of his death, maneuver her way through a hostage situation (ironically, Doc Ock and Aunt May’s first couple of encounters in the comics were very different and arguably even more disturbing), adjust through constant changes in her life, and learn a few hurtful truths about Peter. I like the implication that May has figured out Peter’s secret identity after the bank heist and is quietly encouraging him to take up the mantle of Spider-Man again. May might be Peter’s aunt, but she proves to be such a good mother.

The stunts and visual effects have somehow improved from the last film and are now mostly seamless, in tandem with some amazing direction and cinematography from Sam Raimi and Bill Pope. There are a lot of creative and immersive shots throughout the film, with my personal favorite being the rapid pan-out of Spider-Man swinging through the city into Doc Ock’s eye, revealing Octavius has been watching him coming the whole time. Raimi gets to tap into his horror roots again with two surprisingly disturbing death scenes. When Mrs. Octopus is killed, she’s sliced up by hundreds of shards of flying broken glass, and the movie even implies one of those shards went straight into her eyes before she died. Hot damn. This scene is immediately followed by a prolonged sequence of Doc Ock’s tentacles murdering a whole lot of surgeons in the emergency room to protect themselves. What really makes this scene is the decision to include no score for once. There’s nothing but uncomfortable silence and raw screams as the tentacles kill the lights and starting picking the surgeons off one by one (Raimi even included the horror movie cliche of a screaming lady being dragged off into the darkness to be killed by a monster). Spider-Man and Doc Ock’s signature train fight is a marvel to watch, thanks to a winning three-way combo of strong, escalating direction (with ever-tightening shots), creative choreography, and an intense, blaring score from Christopher Young – making their stand-off feel as much like a dance as it is a battle.

Danny Elfman returns as the franchise’s composer for the second film. He continues to combine electronic elements with a traditional orchestra, though he leans more on the latter than the former this time, and integrates a majestic choir into many of his old themes, while Christopher Young re-scores several pieces. From Elfman’s contributions, the Peter and Mary Jane love theme is adorable as always, simmering away in the background of several of their scenes together, and the main antagonist Doc Ock gets a strident, sinister, maniacal leitmotif of his own that crawls under the skin during his origin scenes. I’m especially impressed by how well Elfman ties together Spider-Man, Mary Jane and Doc Ock’s themes and takes them to their romantic zeniths in the climatic piece, “Armageddon / A Really Big Web“, as well as how he effortlessly reworks and refines his “Farewell” cue in the film’s last scene, making it a more uplifting track while still hitting the same emotional beats. Danny’s previous decision to assign Peter Parker and Spider-Man separate themes pays-off nicely in this movie, as there are times when Elfman reprises Peter’s personal theme that just feel right – like the parting shot of of him walking away from his Uncle Ben’s grave in the opening credits, or the heartwarming scene where the bewildered train passengers thank Peter for saving all their lives and promise to keep his secret identity a secret. On Christopher Young’s end, he writes some proper, mystifying and bombastic mad scientist music for Doc Ock’s ill-fated fusion experiment (which was apparently a variation on his “Hellraiser 2” theme), and a thrilling piece for Spidey and Doc Ock’s railway confrontation, with wild, blaring and unrelenting brass perfect for a runaway train sequence.

Like it’s predecessor, “Spider-Man 2” is a phenomenal superhero movie and a strong film in general, and to my pleasant surprise, it’s aged even better than the last movie. I’d definitely recommend “Spider-Man” and “Spider-Man 2” to any superhero fan.

Rating: 10/10.

Side-Notes:

* Alex Ross drew the artwork in the opening credits, designed to look like the Spider-Man comics. He did a really good job capturing the spirit of this adventure.

* Peter, you know you’re my man, but sometimes you make terrible life choices. Like wasting two minutes trying to shove some brooms into a broom closet when you’re already running late, or mixing the bright colors with the whites, or deciding to jump off a building to test your powers.

* “Look, Mr. Aziz, just give me another chance” “What about my uncle, did you give him a chance?!”

* “Rosie, our friend here thinks I’m gonna blow up the city” Well, now that you mention it…

* Walking in on her father with his pants down: that was more than Ursula ever needed to see.

* I don’t know who’s idea it was to have some lady mangle the old Spider-Man theme song in front of Peter, but it was a great meta joke.

* “It gets kinda itchy. And it rides up in the crotch a little too” Peter, that was more than that guy ever needed to hear.

* Let’s go over all the reasons why Doc Ock’s experiment was a terrible idea from the start. First, he’s trying to create a miniature star. He is not a god and that kind of science is way beyond him. Two, he’s doing a nuclear fusion experiment, something that’s incredibly dangerous and usually done away from human populations, right in the heart of Manhattan. Who did Harry bribe and how much did he pay to get the clearance for that? And three, he’s creating this fusion star in the same room he, his scientists and his guests are in with no sort of barrier between them except for a vague promise of an electromagnetic shield. It’s a miracle it was only his wife he got killed.

* “The power of the sun, in the palm of my hand” You know he’s making crazy eyes behind those goggles.

* Here’s one unintentionally funny moment – when Doc Ock sees all the murdered surgeons, he starts wailing ‘Nooooo’ like he’s Darth Vader and his tentacles actually start wailing with him. Oh my lord.

* “Could you pay me in advance?” Mr. Krabs would be proud of your answer, Jameson.

* Considering Peter liked Otto beforehand, it’s always felt weird to me that he has no reaction to Otto’s sudden turn to supervillainy. He just carries on like it’s business as usual.

* Doc Ock is a fast learner. Spidey sends two flying desks his way since he can’t disarm both at the same time, but Otto turns that same trick against him seconds later with taxi cab doors. Likewise, Aunt May gets the drop on him with her umbrella (go Aunt May), so when Mary Jane tries that same trick on him later, he just bats her out of the way with his tentacles.

* You know this scene is the predecessor to emo Peter’s hilarious jazz montage in the next movie, right?

* I like how Doc Ock starts wearing shades all the time when he’s evil. There’s no real practical reason for it. He just decided that if he was going to abandon all human morality and decency, he might as well look cool while he’s doing it.

* This little girl is a whole lot stronger than she looks.

* “Everybody loves a hero. People line up for them, cheer them, scream their names. And years later, they’ll tell how they stood in the rain for hours just to get a glimpse of the one who taught them how to hold on a second longer. I believe there’s a hero in all of us, Peter, that keeps us honest, gives us strength, makes us noble. And finally allows us to die with pride, even though sometimes we have to be steady and give up the thing we want the most. Even our dreams”.

* In a nice fake-out, Peter’s signature hero music fires up and gets you all pumped up just to watch him hurt himself.

* Doc Ock decides to blackmail Peter for info, so he gets his attention by tossing a car at him. Keep in mind, he doesn’t know Peter is Spider-Man yet, he still thinks he’s just an ordinary nerd. So Doc, you know Peter can’t tell you anything if he’s dead and crushed under a fucking car, right?

* “We found something” “We won’t tell anybody. It’s good to have you back, Spider-Man”.

* “Peter Parker: brilliant but lazy”.

* Tobey Maguire makes some very interesting faces in this movie.

* “I will not die a monster!”

* “I think I always knew, all this time, who you really were” “Then you know why we can’t be together. Spider-Man will always have enemies. I can’t let you take that risk. MJ, I will always be Spider-Man. You and I can never be”.

* Luckily, Mary Jane never specified who she was leaving John for in her note, because I don’t think Peter would still have a job if she had.

* “Go get ’em, tiger” Even sweeter comic book fanservice.

* Two things make this final swing perfect. First, Peter cheers out loud when he’s catching up to the cops. Considering he hasn’t enjoyed being Spider-Man for most of this movie, it feels good to see daredevil Peter emerge again at the end. Second, unlike the last film, it doesn’t quite end on the high of Peter swinging off into the sunset. Instead, we cut back to Mary Jane staring, wary and uncertain, behind him. She’s glad that things have worked out and they’re happy now, but she knows it’s only matter of time before something else happens to bring them trouble and heartbreak – and she’s right.

* After everything that happened in this movie, with MJ and Harry and Doc Ock, Peter still never paid the rent.

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