[9.1/10] If the first *Spider-Man* movie was about responsibility, the second is about sacrifice. In Peter Parker’s origin story, he is sloughing off the guilt of the time his willingness to look the other way cost him his uncle. Peter decides to be a hero to honor his fallen father figure, to live-up to the ideals he stood for, and make sure no one else has to suffer the same sort of loss.

In this coming-of-age follow-up, Peter suffers for that choice. There’s a sense in which he’s done his duty, made amends for his mistake, and deserves the right to live his own life again. He gives up being Spider-Man, and rather than chastising him for the choice, you sympathize with him. He is giving everything he can: to his job(s), to his studies, to his friends, to his heroics, and to the city, and seems to get only resentment and disappointment in return. He is stretched too thin, kept from too much of what’s good in this life, and it’s still not enough.

Peter is a twenty-year-old kid with the weight of the world on his shoulders, and we feel for him when his knees start to buckle.

And yet, he goes on. The choice Peter made to become Spider-Man in the first movie mattered because he paid a price for doing the right thing. The choice he makes to become the hero again in *Spider-Man 2* matters because he pays a price again: giving up the thing he wants most in this world -- Mary Jane.

Look, the romance element of *Spider-Man 2* isn’t much better than the one in the last movie. M.J. is still kind of terrible. She is in a serious relationship with, and eventually engaged to, another man, who is by all accounts decent and dependable for her. And yet from the moment she appears on-screen, she is practically inviting Peter to steal her away.

We’re supposed to excuse it because they’re the canonical One True Pairing, and it’s True Love, and all of that other cinematic lubricant that’s supposed to help you glide over the pain the main characters’ choices will inflict on the tertiary characters. But it’s another romance founded on M.J. being romantically involved with another man, de facto cheating on him with Peter, while the audience is supposed to cheer for them both.

Despite that, it’s the rare situation in which I’m willing to excuse it, not because the chemistry is so stellar or the romantic connection somehow justifies it, but because Mary Jane is more important for what she represents than what she does in this movie. She represents the romantic life and loving partnership Peter believes he can never have. And she also represents the people who care for Peter, but feel constantly let down by him, for reasons they can’t understand and which Peter can’t reveal.

Therein lies the tragedy in the first half of the film that makes you glad when Peter takes off the mask. Being Spider-Man is ruining his life. And director Sam Raimi and screenwriter Alvin Sargent find clear, clever, sometimes heartbreaking ways to dramatize that.

Peter loses his job as a pizza deliveryman after failing in his last chance delivery, despite going above and beyond for it, because he was late due to stopping to save some children. His college professor criticizes him for falling behind, without knowing it’s due to his nighttime extracurricular activities. His editor will only pay for the photos he can use to slander the young man’s alter ego. And Peter needs that money not just to pay his rent, but to help the dear aunt who’s about to be kicked out of her home for falling behind herself.

It’s a parade of horribles, and ones that don’t happen by chance, but rather by a young adult trying to do too much for too many and falling down on the job (sometimes literally). The twist of the nice comes near the midpoint of the movie, when his two best friends effectively reject him in sequence.

One is Mary Jane, who expects Peter at her big Broadway show, only to find that he’s a no-show. She upbraids him for the way he claims to be such a good friend, someone she can depend on, but who’s never there in the big moments of her life when she needs him. And the other is Harry Osborn, who bitterly berates Peter for stealing M.J., stealing his father’s love, and refusing to give up the identity of the man who killed his dad.

Here’s the thing, both of these rebukes are harsh, but justifiable! M.J. has a point. Peter *isn’t* around when she needs him. Harry has one too. From his perspective, Peter is choosing his father’s murderer over their friendship. And the thing is, the one fact that would change everything, the one detail that would explain his absences and his furtive demeanor, is the one thing he can’t tell them, for fear it would put them at risk.

The theme of the first half of *Spider-Man 2* is Peter trying to do the right thing, coming up short time and again, and only hearing about his failures: from his bosses, from the papers, and from his loved ones. Over and over, he hears that he’s lazy, that he’s undependable, that he’s not applying himself, when the truth is that he’s giving his all to too many worthy causes, none of which he can rightly give up. He suffers for his art, and it’s what makes us care when chooses to continue with it.

One of the people who calls him lazy is Otto Octavius, a scientist working in the employ of Harry Osborn as the young mogul tries to live up to his father’s legacy. And yet, Dr. Octavius finds a kindred spirit in Peter, laying the groundwork for the importance of both love as reason to go and using your intellect for good. The film’s script smartly puts hero and villain in causal, mentor-like settings together before they inevitably clash on the field of battle.

Of course, this being a superhero film, Octavius’ grand science experiment goes terribly wrong, turning him into a deranged supervillain with four mechanical limbs, and foiling Harry’s attempts to be a successful businessman. The resulting baddie -- the famed Doctor Octopus -- is a triumph of direction, effects work, and performance.

Raimi’s skills as a horror film virtuoso and set piece-crafter extraordinaire really show off in Otto’s big scenes. The sweep of a miniature black hole when the doctor’s experiment goes wrong is kinetic and tragic. The sequence where his tentacles wake up and start to attack the doctors and assistants treating him is a dose of terror on par with anything in Raimi’s straight horror films. Doc Ock and Spidey’s stand-off at the bank is rife with tension and unique combat. And the pièce de résistance, the battle between hero and villain aboard a New York City subway, is filled with impressive choice after impressive choice, simultaneously feeling larger than life in terms of its threats, but surprisingly grounded in how much punishment Peter takes and how inventive he has to be to stay a step ahead of his antagonist.

Likewise, while the computer generated effects aren’t as seamless as they would be for similar films down the line, Otto’s tentacles are a thing of beauty. They’re a character in and of themselves, seeming to have moods, the ability to threaten, or simply act as dextrous appendages of the man who possesses them. Through a combination of puppetry and CGi wizardry, they feel like a part of Doctor Octopus, not simply an attachment to him.

Much of the credit, though, belongs to Alfred Molina, who absolutely kills it in the role. His bad guy has to communicate more shades than did Willem Dafoe’s. He’s believable as the friendly genius with high expectations of his erstwhile pupil. He’s heartbreaking as the romantic man who loses his wife in the throes of his own hubris. He is frighteningly plausible as the deranged figure who hears voices from his mechanical extensions, telling him to do bad things and justifying his past mistakes. He is appropriately menacing when he must cajole or wound or otherwise intimidate those around him to get what he wants. And he is riddled with pathos when he sacrifices himself to stop his misdeeds from hurting anymore people. Molina has to find all these sides of Otto, and he makes it look effortless.

Hell, even Tobey Maguire fares pretty well in this one! After his disappointing drab-fest in the 2002 predecessor, his Peter Parker feels much more like a well-rounded human being in this one. Freed from having to seem like he’s a teenager, with the tics and affectations he adopted in a futile attempt to make it plausible, Maguire comes off much more real in moments comic, joyful, and painful. He especially shines in the open-wound scene where he confesses his role in what happened to Uncle Ben to his Aunt May. It’s a showpiece scene, but Maguire nicely underplays it, thereby giving it more weight.

It comes at a pivotal point in the film, where Peter has genuinely given up his life as a hero. He seemed to get a nudge in that direction by the fact that his powers keep failing. I love the choice to ascribe the physical to the mental, conveying Peter’s growing dissatisfaction and self-doubt through his abilities diminishing as his psychological well-being deteriorates. It’s a deft way to make the internal mirror the external, and adds another justifiable reason why he would tell his uncle, literally and spiritually, that he just can’t do this anymore.

Frankly, I wish his “retirement” lasted longer. This is a superhero movie, and there’s probably not much audience interest in watching a powerless young man just be a human being for forty-five minutes. But *Spider-Man 2* does give us enough of Peter being able to succeed in his normie life when he doesn’t have an eight-legged albatross hanging around his neck. He can get attaboys in class, make it to eight o’clock curtains on time, and even justify making a bid for M.J.’s love when he no longer has to fear the risks it would put her under.

Of course, that too comes at a cost. Beyond it being too little too late (almost), the city needs him. Crime rises without Spider-Man. Peter has to swallow his feelings (and a hotdog) when he sees someone crying out for help and turns his back, making it “not my problem” once more. Even J. Jonah Jameson (with J.K. Simmons returning as the film’s comic highlight) admits that this “menace” was a force for good in New York City, absence having (briefly) made the heart grow fonder.

And yet, it’s none of these things that spurs Spidey back into action. It is, appropriately enough, Aunt May who gets to give him the rousing lesson which gives him what he needs to know: that the world needs heroes, if only to inspire the next generation and set a laudable example for them, and that sometimes, doing what’s right means giving up your deepest held dreams.

Those are tough lessons, tougher than a lot of genre films go for. Being a paragon of virtue isn't easy, especially when it seems like it costs you esteem in the eyes of those closest to you. Hearing one of those people, however, tell you how much you matter as a symbol, as a role model, as a source of inspiration, helps ease the pain of knowing the path you choose, the one that would make the people who raised you proud, will also be a rocky one.

And having to give up your dreams in the name of the greater good is an even tougher pill to swallow. It not only helps give Peter the motivation to return to his rooftop heroics, but also helps him get through to Doctor Octopus. Building this groundbreaking energy source was Otto’s dream, and the thing that cost him the love of his own life. But hearing Peter’s secondhand wisdom helps cut through the fog of his robotic brainwashing (that and about ten thousand volts) and convinces him to stop his attempt to recreate the experiment and go down with the ship to save the lives of the innocent.

Before he does though, Doc Ock kidnaps Mary Jane in a bid to lure Spider-Man, something that, ironically, also helps Peter regain his drive to web-sling. The need to protect those you love reignites him, giving him the purpose and knowledge of what he wants that helps him overcome the mental limitations that have been creating just as potent physical limits.

But the ensuing skirmish exposes him to both of his best friends. Only, rather than fixing the problem, it only affirms how much Peter has to give up to do what’s right. When Harry unmasks Spider-Man, having bargained for his bête noire with Doc Ock in exchange for the catalyst for the mad scientist’s experiment, Peter says something startling in response. “There are bigger things happening here than me and you.”

It’s not quite, “the problems of three little people don't amount to a hill of beans in this crazy world,” but the sentiment is as palpable. Peter cares about his friends. We know how much the schisms between them hurt him. But he’s setting aside his own hurt in the name of staunching any more of it for others, especially M.J. There are grander things afoot than his own suffering, and that’s what makes him noble, regardless of whether he’s better or worse at it than Rick Blaine.

And even when he rescues Mary Jane, when she discovers who she is in the process, it doesn’t change his thinking. Knowing the secret merely allows him to tell her *why* they can’t be together, why he couldn’t bear to expose her to these sorts of threats on a daily basis. The moment of recognition creates an understanding between them, justifying his behavior in a way he had to sweep under the rug before. But it doesn’t alter his thinking, or his willingness to give up the thing he wants most in the world to vindicate the values of his aunt and uncle, no matter what hardships it brings down upon him.

Only for once, the universe rewards him for it. So much of the early portions of *Spider-Man 2* practically rubs the audience’s nose in the fact that Peter Parker can’t catch a break. His landlord hears him come in when he’s trying to evade a rent payment he can’t make. Every drink and hors d'oeuvre at a fancy party is out of his reach. His bike gets run over on his way to the theater. So many of the big things go wrong for Peter, but so do the little things. It’s enough to make him believe he’s cursed, he’s karmically snake-bitten, that the world is stacked against him.

Until it gives him the thing he was ready to give up, the thing he eschewed in the name of being the man worthy of the people he looks up to and the people who look up to him. He sees the gratitude and inspiration in the people who rescue him on the subway car after he rescues them. But he also sees Mary Jane standing in the doorway, ready to start something together.

It’s something they can start with each knowing the perils potentially at play. It’s Mary Jane insisting that she’s an equal partner who can decide whether what they have is worth the risk. It’s Peter doing good, suffering so much for it, and having someone there ready to save him for once, spiritually if not literally.

I still don’t love the romance between Peter Parker and Mary Jane Watson. But I love the catharsis of Peter trying so hard for so long, being willing to sacrifice everything in the name of doing the most good with the gifts he’s been giving, and finally enjoying the satisfaction of what really matters to him coming through in the end. Peter earns that here, and his journey marks *Spider-Man 2* as one of the finest superhero films to grace the silver screen. With great power comes great responsibility. But with great sacrifice and great suffering, there can also still come great fulfilment.