Starring: Tobey Maguire, Kirsten Dunst, Alfred Molina

In Spider-Man 2 director Sam Raimi successfully flirts with his dark side while creating a boffo comic-book movie as well, unseating X-Men 2 as the best of the genre.

In many ways Raimi already made Spider-Man 2 in 1990 as Darkman (much as he remade the schlocky and scary Evil Dead into the much better Evil Dead 2). The bombastic, jarring Darkman, starring Liam Neeson, was about a scientist who, with the intent of doing good, becomes a victim of his own experiment, and is turned into a deformed vengeful creature. Darkman was too full of self-conscious directorial moments, and sadistic cruelty, to become much more than a cult film. At the wheel of a box office and cultural diesel truck Raimi (with Sony back-seat driving) eases up on stark violence of his earlier film but keeps the driving forces behind it.

He has a scientist in Spider-Man 2, a man intending to do good. Dr. Otto Octavius (Alfred Molina, this was just inspired casting) is creating a new fusion power source with his lovely wife, Rosalie (Donna Murphy). The venture is funded by OsCorp, the evil conglomerate formerly run by Norman Osbourne aka The Green Goblin (Willem Dafoe, who appears briefly) and now run by his son, Harry (James Franco, a bit pouty here). Harry is still pals with scrappy photojournalist Peter Parker (Toby Maguire) who spends a lot of his time saving people as Spider-Man. Harry knows Peter is an admirer of Dr. Octavius and invites him to watch his triumphant unveiling of his new fusion power generator. The experiment goes horribly wrong, killing Rosalie and fusing the four mechanical arms onto Dr. Octavius, grafted into his spinal chord. The arms, in a nice twist, have a mind of their own and begin to take Octavius over, turning him into the evil Dr. Octopus, or Doc Oc (as Parker's boss, Jonah Jameson (the best bit-part creation in a while, by J.K. Simmons) remarks, "What are the odds of that?").

But Peter Parker's main troubles stem from his inability to share his secret identity with the world and the thankless role of a superhero. Parker has to stand-by and watch the girl of his dreams, M.J. (Kirsten Dunst, whose non-conventional looks just add to the realism here) beginning to make it as an actress and getting engaged to Jameson's son, John (who is also an astronaut, of all things). Beat up, depressed, and broke Peter realizes that Spider-Man is killing him and, most importantly, he doesn't have to do it. No one is forcing him. So, he quits.

There really is a lot to recommend this satisfying and entertaining summer film. It, much like its predecessor, retains the themes of the comic book, making Parker a nobody, a loser, without his Spider-Man identity and with Parker resenting both his alter-ego and the responsibility of having to maintain the duality. He loses many confrontations, or, at best can claim a brief draw, and his costume by the end of it all is in tatters, like the bandages streaming off the Neeson's Darkman. But the most interesting parallel of 2 to Raimi's earlier comic book film is Molina's Doc Oc. Much like Darkman he is a ruined scientist who sequesters himself on a dilapidated wharf to attempt to rebuild his work, first, and to recreate himself as a man. Desiring immortality with his experiments he foregoes all allegiance to humanity making the job of the evil devils just off of his shoulders, his mechanical arms, all the easier. And when Doc Oc is bad, he's really bad.

The scene where a group of doctors attempt to remove the arms off Octavius is one big fat Raimi smorgasbord. It's also rather scary and cruel, making this a darker film than the first one. That's offset, however, by the otherwise light and humorous approach of most of Parker's mishaps (it's a much funnier film than the first one), which border on the overdone. Other flaws include one out-of-place music montage, seemingly dictated by Sony's music division, and a bit-much sequence featuring B.J. Thomas's "Raindrops Keep Falling on My Head" which ends in a '70s freeze-frame.

Of note and worthy of praise, however, are the numerous battles Spidey gets into with Doc Oc. They are fast and vicious, with barely time to see where the next punch or web shot is coming from. The CGI of Spider-Man is vastly improved; the folks at Radium and Imageworks (responsible for the truly believable web-crawler) employing physics this time around, so the red and blue superhero doesn't just look like a flying Gumby.

There's also tantalizing leads to the inevitable third film, with hints of a new Green Goblin and even the appearance of the Lizard. As long as they let Raimi direct it, and as long as they sit on him, it should be just as good as Spider-Man 2.