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If that sounds like a lot to pack into one 140-minute movie, it is. While director Sam Raimi keeps things flowing, assisted on the screenplay by his brother Ivan and Alvin Sargent, there's a little too much going on, and it's inevitable that one of the villains (there are three or four, depending on how you count) gets significantly short-changed. Still, the cast is excellent, the effects are fantastic, and the action is fast and furious. Even if Spider-Man 3 isn't the match of Spider-Man 2, it's a worthy addition to the megamillion-dollar franchise. --David Horiuchi

Spider-Man 2
More than a few critics hailed Spider-Man 2 as "the best superhero movie ever," and there's no compelling reason to argue--thanks to a bigger budget, better special effects, and a dynamic, character-driven plot, it's a notch above Spider-Man in terms of emotional depth and rich comic-book sensibility. Ordinary People Oscar-winner Alvin Sargent received screenplay credit, and celebrated author and comic-book expert Michael Chabon worked on the story, but it's director Sam Raimi's affinity for the material that brings Spidey 2 to vivid life. When a fusion experiment goes terribly wrong, a brilliant physicist (Alfred Molina) is turned into Spidey's newest nemesis, the deranged, mechanically tentacled "Doctor Octopus," obsessed with completing his experiment and killing Spider-Man (Tobey Maguire) in the process. Even more compelling is Peter Parker's urgent dilemma: continue his burdensome, lonely life of crime-fighting as Spider-Man, or pursue love and happiness with Mary Jane Watson (Kirsten Dunst)? Molina's outstanding as a tragic villain controlled by his own invention, and the action sequences are nothing less than breathtaking, but the real success of Spider-Man 2 is its sense of priorities. With all of Hollywood's biggest and best toys at his disposal, Raimi and his writers stay true to the Marvel mythology, honoring Spider-Man creators Stan Lee and Steve Ditko, and setting the bar impressively high for the challenge of Spider-Man 31. --Jeff Shannon

DVD Features:

The first commentary track is by director Sam Raimi and a self-deprecating Tobey Maguire speaking in tandem, and producer (and Marvel CEO) Avi Arad and coproducer Grant Curtis speaking in tandem. They discuss a number of topics, including Raimi's memory of his excitement over Richard Donner's Superman and how the character of Black Cat had to be dropped from the film. The second commentary is by six members of the Oscar-nominated effects team, and one of their primary focuses is how Doc Ock's arms were achieved by a combination of puppetry and CGI.

The centerpiece of the second disc is a massive two-hour documentary that can be viewed all at once or in 12 separate pieces. It covers the development of the story, the visual effects, costumes, stunts, and sound and music. Three shorter featurettes cover Peter Parker's struggle between his personal and hero lives, Doc Ock, and the women in Spider-Man's life, and what's interesting is how they discuss those topics not just in relation to the movies but to the comic books as well. (For example, Betty Brant and Gwen Stacy had a much greater impact in the comics.) There's a scene in which you can toggle among three different camera angles, and a gallery of 17 paintings Alex Ross created for the opening sequence. The sound and picture are spectacular, though only the Superbit edition has DTS. --David Horiuchi

Spider-Man

For devoted fans and nonfans alike, Spider-Man offers nothing less--and nothing more--than what you'd expect from a superhero blockbuster. Having proven his comic-book savvy with the original Darkman, director Sam Raimi brings ample energy and enthusiasm to Spidey's origin story, nicely establishing high-school nebbish Peter Parker (Tobey Maguire) as a brainy outcast who reacts with appropriate euphoria--and well-tempered maturity--when a "super-spider" bite transforms him into the amazingly agile, web-shooting Spider-Man. That's all well and good, and so is Kirsten Dunst as Parker's girl-next-door sweetheart. Where Spider-Man falls short is in its hyperactive CGI action sequences, which play like a video game instead of the gravity-defying exploits of a flesh-and-blood superhero. Willem Dafoe is perfectly cast as Spidey's schizoid nemesis, the Green Goblin, and the movie's a lot of fun overall. It's no match for Superman and Batman in bringing a beloved character to the screen, but it places a respectable third. --Jeff Shannon