As with the first film, director Sam Raimi lifts the character out of his comic book world quite easily. He also roots Spider-Man there by recapping the events of the first film in a series of paintings by master comic book artist Alex Ross. (Look for the lithographs soon.) But at times, the comic book Raimi is recreating is actually Superman, a joke played in the first film that turns into an out and out motif here. Not only does Peter Parker (Tobey Maguire) run down an alleyway pulling open his shirt and tie to reveal the spider underneath, but the movie shares many story points and a goofy sensibility with Superman II.

To be fair, many pay off, and feel like the kind of gags Stan Lee, Steve Ditko and later John Romita would have tossed off in the comic pages. Spider-Man suffers an uncomfortable elevator ride in a swank apartment building with Hal Sparks. In a brief outing as a pizza delivery boy, he has to web stray slices. (mmmm…pizza with extra web fluid…) Raimi remembers the hapless adolescent that Spider-Man often was in the comics. But he also seems to forget the wallcrawler himself for long stretches of time.

Set at least a year after the events of the first film, Spider-Man 2 finds Peter unable to balance his dual life. Still driven by his guilt over the death of his Uncle Ben (Cliff Robertson), Peter lets his work, his studies and most of his life take a back seat to fighting crime. His stress gets so great that sometimes his organic webshooters refuse to perform, and it gets worse. Eventually, all of his spider-powers lose their potency, more than once causing him to fall from the sky and just lie there. If the first film used his powers as a metaphor for pubescence, we now need some sort of Spider-Viagra.

And we need it now, because once again a scientist that Peter admires is on the cusp of becoming a super-villain. Actually, two scientists, as comics readers will notice actor Dylan Baker sowing the seeds for a menace in two or three movies. For now, it's Doctor Otto Octavius (Alfred Molina), given a much more tragic and comprehensible arc of madness than Willem Dafoe got as The Green Goblin.

Octavius seeks to solve the problem of fusion; he tells Peter that intelligence has a responsibility toward the world. Unfortunately, in order to make his fusion reaction work, he had to build a set of extra arms with their own intelligence. Though it's a touch of schlock horror to have the threat of these arms with minds of their own, it also goes far toward visualizing the madness within Octavius, brought on by grief and a fear of failure. For the record, the arms are also just danged creepy, matched by a surprisingly understated performance by Molina that becomes powerfully disturbing in its ordinariness.

But the movie has more interest in seeing Peter try to be ordinary again. Here Raimi indulges himself in a new era for his sense of humor, letting Peter walk free in the city to the strains of "Raindrops Keep Falling On My Head." You almost forget that there's a supervillain loose in the city, but before the idylls become excruciating, the tentacles cause mayhem.

Great mayhem, by the way, as this film features action scenes that should thrill fans, and just pop with kinetic excitement. Even those that echo beats from the first film - a rescue from a burning building, New Yorkers rallying to protect Spider-Man from his enemy - have new twists and really, deeper resonance.

As a director, Raimi forges a new identity out of the gonzo filmmaker of his early Evil Dead days and the more serious guy that directed A Simple Plan and The Gift. It hasn't quite come together yet, but at least this film has a unique style that could only be Raimi v. 3.

For fans, that includes an extended cameo by Bruce Campbell as a snooty theater usher. Funny, but it points out the film's weakness: more a collection of scenes involving the two sides of Peter's life than a driving coherent narrative. Consciously the middle of a trilogy, it has a couple of scenes that may drive the casual moviegoer crazy in their inconclusiveness. This really is just issue #2; you'd better be here to see how it all works out.

The script also has a tendency to be too on the nose with its dialogue. Aunt May (Rosemary Harris) launches into a monologue that perhaps Peter needed to hear, but it falls just short of flashing subtitles, "Statement of Comics' Fans Belief."

And frustratingly, we don't know if May has figured out Peter's secret or not. Yet throughout the movie, pretty much everybody else does - an element lifted out of Sam Hamm's original Batman script. Don't shake your head at me over that; story writer Michael Chabon, at least, has a fan pedigree that has to involve having read Hamm's draft. (The screenplay is officially credited to veteran writer Alvin Sargent, but in addition to Chabon, Alfred Gough & Miles Millar of Smallville took whacks at the story and got credit for it.)

Still, the positives far outweigh the negatives. James Franco broods effectively as a far more believable Harry Osborn than the comics ever really offered. Every time the Daily Bugle staff appears, it's perfection, especially J.K. Simmons, who has become J. Jonah Jameson. That's a hard feat when dealing with a character so cartoonish.