Last summer, the sequel to the big screen adaptation of Marvel's X-MEN became one of those rare second films in a franchise to surpass the first in terms of quality last summer pundits blamed a box office drought in June on disappointing follow-ups. They term sequelitis was paraded around. I take issue with this label. Some of my favorite films have been sequels. THE EMPIRE STRIKES BACK, STAR TREK II: THE WRATH OF KAHN, ALIENS, T2. Last summer, the sequel to the big screen adaptation of Marvel's X-MEN became one of those rare second films in a franchise to surpass the first in terms of quality. Well, this year, the crown jewel of the Marvel Universe... It's most iconic character... SPIDER-MAN... Has a sequel coming out. And by George, if this isn't the comic book movie we've always dreamed about.

But while it improves upon the webslinger's first big screen adventure in terms of how much the action sequences deliver and how much cooler this film's villain is, the story is a seamlessly smooth transition from the last installment to this one. Aside from the change in cinematographer and aspect ratio, it's hard to believe that this film wasn't shot simultaneously to the last one and then cut up in the editing room (a la THE LORD OF THE RINGS). And that may turn out to be a sad fact, considering how we have to wait more than just a year for the next chapter in Spidey's amazing story.

Now, I'm not going to go in to detail summarizing the plot. Because if you don't know the story-line for Spider-man 2 by now, you wouldn't be on this website reading this review.

Instead I'm going to gush about what works. Having seen two Spider-man films, I now analyze them by breaking the movies down into the three elements that I feel make these movies tick: story, romance, and villain.

Let's start with what we've all been waiting to see ever since a big budget live-action adaptation of this character was put into development:

DOC OCK!

I'll admit that when they announced he would be the lone villain in this film, I was weary. Spider-man has always been more similar to Batman than Superman in that he has a myriad of different villains he takes on as opposed to an arch nemeis like Lex Luthor. But one thing that I thought would be tricky in a Spidey movie franchise is that so many of the popular villains are scientists turned villains. Leaving not much difference in their tragic Frankenstein-esque origin stories (complete with character arcs featuring redemption).

Luckily, Raimi didn't really make Norman Osbourne tragic, so much as spoiled. And Willem Dafoe's character certainly didn't redeem himself by movie's end. A good decision, as it allows Octavious' character traits to feel fresh. Also, if I had one complaint about the first Spider-man film, it's that Green Goblin fealt a little weak as a threatening villain, and his costume was lackluster. If you agreed, fear not, because Dock Ock's tentacles are a force of mass destruction to be reckoned with; several action sequences throughout the movie add up to the best onscreen (superhero vs. supervillain) comic book style fights we've ever seen. But the stakes don't stop short with the protagonist duking it out with the antagonist (and all the structural damage and innocent bystanders in-between). While the goblin cold throw some pumpkins into a crowd, Doc Ock's' "big bad" (for all you "Buffy..." fans) plan at the end is a potential threat to half the city of New York. Meanwhile Molina's performance brings Octavious to life. He immerses himself in the role and takes the character from the four-color page to celluloid like we've never seen before in a comic book movie.

THE STORY-LINE

What's always made Peter Parker a great character is his angst. This film picks right up where the last one left off after he branded himself as being cursed and really makes you feel for the guy. Throughout the movie, his relationships are tested with everyone; Harry, MJ, even Aunt May...

The supporting cast of characters seem to be evolving as well. Harry's obsession with avenging his father's death (which he blames on Spider-Man) swells. And by movie's end, the tension between Harry and Peter over the webslinger will heat up to a plot point that will make the wait for the next film almost as unbearable as the 3 years following Vader's reveal to Luke that he is his father.

Easter Eggs like the appearance of Dock Connors as Peter's Professor may be a give away to fans, but they're also an effective set-up for the futre installments of this ongoing "story" that Sam Raimi is telling. On that note, finally...

THE ROMANCE

I defended the changes made with regard to Peter being able to manifest his own webbing, and not having to create 3m corporation shooters. But merging Gwen Stacy into Mary Jane annoyed me. The biggest action sequence, which I usually believe should be the climax of a film, came earlier in the first Spider-Man, at the unity fair scene. The final showdown between the goblin and Spider-man was a smaller, more intimate affair, where Peter was forced to choose between the woman he loves (the few or the one, for all you "Star Trek" fans) and the needs of the many. But he didn't make that choice. Somehow Spider-man history was rewritten and he saved MJ and the people on the bus. This was a defining moment in the history of the Spider-man character, because it set the stage for him pushing away the people he cares about, for being too close to them could cause harm. The exclusion of this plot point from the film has bothered me and a lot of other die hard fans ever since. Well, tonight, when I walked out of the theatre, it was no longer an issue.

When the teaser for this film appeared on screens last Christmas, it featured MJ grilling Peter on whether or not he loved her. The advertisements on the TV when they debuted the new trailer during "The Apprentice" proudly exclaimed that "the story continues June 30." It certainly does. The love story, that is. Because that's what Sam Raimi has created. An ongoing love story set against the backdrop of the trials and tribulations of a superhero.

Make no mistake, it's the character development and love story that propelled the first film's gross beyond Sony's hopes of 300 million to an out of this world 400 million dollar gross domestically. This time, I think Sony has what will become only the second film to gross north of 500 million at the U.S box office.

In the first film, Peter learned that with great power, comes great responsibility. This film is all about sacrifice and how it plays into love. He will make one for Mary Jane. And she will do the same thing for him. And that's what the last, beautiful, frame of the movie is all about.

All in all, if the first Spider-man was STAR WARS...a charming, playful, whimsical adventure...this film is THE EMPIRE STRIKES BACK...a darker, larger scale, "super" hero's quest. But with Raimi at the helm, I have no fears that the next movie will be a RETURN OF THE JEDI.