Tobey Maguire and Kirsten Dunst return, along with director Sam Raimi, for a rare sequel that surpasses the original in every way — in story, in setting, in special effects, in high-energy action, and in its surprising depth of emotion. The film is easily among the best of the many comic-book hero movies, and doesn't deserve the usually diminutive No. 2 after its title.

Much credit goes to a screenplay with more impressive blood lines than is typical of films inspired by comic books. It's by Alvin Sargent, a two-time Oscar winner for "Julia" and "Ordinary People," from a story conceived in part by Michael Chabon, the Pulitzer Prize-winning author of "Wonder Boys" and "The Amazing Adventures of Kavalier and Clay."

"Spider-Man 2" seamlessly carries the story forward from the end of the first film:

Spider-Man/Peter Parker (Maguire) has distanced himself emotionally from the love of his life, Mary Jane Watson (Dunst), for fear that the many enemies he makes as a superhero could put her in jeopardy. His heroics have also begun to wreck havoc on the normal human side of his persona. Parker is flunking courses at Columbia, has trouble being on time even for such a mundane job as a pizza delivery man, and is still battling the guilt of being responsible for the death of his beloved Uncle Ben (in the first film).

Being a superhero isn't easy, and Peter is beginning to doubt it's the life he wants. Those doubts have already weakened his powers; he can't climb walls like he should and his ability to spin the webs from which he swings is no longer dependable.

Spidey's identity crisis couldn't come at a worst time. As his doubts arise, so does a powerful new villain. Dr. Otto Octavius (Alfred Molina) is a nuclear scientist trying to generate the energy of the sun in the laboratory. To help himself, he's fashioned a bizarre, giant, four-legged metal contraption that he uses to handle the energy source.

However, when his experiments go out of control, Octavius' sweet nature is taken over by his giant appendages — and he becomes the evil Dr. Octopus. It's a credit to both the screenplay and Molina's acting that such silliness actually plays well.

Spider-Man must resolve his personal crisis in time to face the battle of his life with the dastardly Doc Ock.

Their encounters include a fight on the side of a skyscraper that includes the best building crawl since King Kong shows Fay Wray the Manhattan sights, along with a thrilling battle atop an elevated train. But because Raimi and his writers also explore romance and self-doubt, there's more at stake, even in the action scenes.

Maguire handles Spider-Man's emotional turmoil with ease, and the romantic sparks begun by the fabulous Maguire-Dunst kiss in the first film still burn here.

Visually, "Spider-Man 2" is a vast improvement, with extensive use of a realistic-looking New York City that becomes an additional character in the film. The special effects are also more substantive; Spidey's web-flying, for example, seems far more believable here than in the original. And Danny Elfman contributes a score that soars in perfect tandem with the World Wide Webber.