The first Spider-Man movie didn't just warrant a sequel; it demanded one. Sam Raimi's superhero epic was a textbook example of how to bring a beloved comic book to the big screen with its spirit intact, just as its terrific follow-up illustrates how a sequel can build and expand on its predecessor rather than simply cannibalizing it. Spider-Man 2 is a masterpiece of pop filmmaking - a fantastic, exuberant entertainer that manages to be both sleek and substantial without being patronizing. That's a tricky balance big Hollywood movies rarely get right, especially in summer, when wit and intelligence are often trampled in the rush for the almighty box-office. Not so here. Spider-Man 2 is nuanced and thoughtful, moving, and even a touch romantic. It also happens to be based on a comic book, and to those who still view that with disdain, I say: Get over it. What's terrific about Spider-Man 2 is that Raimi, Sargent, and company tie their comic-dramatic ups and downs to the adrenaline rushes and mood swings of the metal-crunching action. At some point in the narrative, each of the sympathetic humans has the worst day of his or her life. And unlike the Green Goblin, Doc Oc has woes that reverberate with the rest of the drama. The first Spider-Man was a breezy and endearing, but timid. Director Sam Raimi's respect for his source material - Stan Lee and Steve Ditko's comic-book creation - got in the movie's way. In Spider-Man 2, a noticeably looser Raimi takes chances, and every one pays off. This is still very much a Spidey-fan's dream movie, from its recreation of the classic story line. Spider-Man 2 contains facets of all those personas, tied together by Raimi's grand visual style, which continues to improve. The film's action, most surrounding Spider-Man's encounters with the mad, tentacled Doctor Otto Octavius (a terrific Alfred Molina), has been ingeniously conceived and choreographed. As the duo battles on the sides of skyscrapers and aboard speeding subway trains, Raimi's cameras impart a sense of speed and vertigo that dwarf the generic action of the first film. Raimi's control of the material is rare for directors of any movie of this scale. He knows that to push authentic humor and feeling into the outlandish universe of Marvel Comics, you've got to present high codes of nobility as a given, and show the ridiculousness and courage of people trying to live up to them. Every decision he makes here is right. There's an uproarious montage when Parker dumps his spider-suit and becomes the shambling Columbia science wonk of his dreams in a 1960s'-style montage set to the tune of "Raindrops Keep Falling on My Head." Parker is a perfect fit for Maguire, whose expressive face conveys the mounting angst the character feels as he is forced to put his life on hold - including a romance with Mary Jane Watson (Kirsten Dunst) -- to meet the responsibility of his great powers. Spider-Man 2, would have been unimaginable without Tobey Maguire, who was nearly replaced by Jake Gyllenhaal because of an injury (there's even a funny scene that alludes to his aching back). He's the perfect Peter Parker/Spider-Man, exuding a sort of wide-eyed sadness throughout a film that's as much about his unacknowledged love for Mary Jane (Kirsten Dunst) and his guilt over the death of Uncle Ben (Cliff Robertson) as it is his feud with the increasingly hostile Harry (James Franco) and his battles with old pal Doctor Otto Octavius. Maguire's the only guy for the role, because he possesses that rare mixture of vulnerability and potency; you're always afraid this superhero will snap in half. A lot of the humor in Spider-Man 2 comes from watching Peter deal with misfortune, whether he's being dressed down by his lout of an editor (a hilarious J.K. Simmons), scolded by his professors or chased by his tenacious landlord. And the girl is very important here. Romantic interests are almost always a wan subplot in comic-book movies, thrown in to lure women into the theater. But the sweet, delicate love story between Peter and Mary Jane gives this big-hearted movie its soul. The film's lovely final shot -- an image of anticipation, longing and possibility -- reveals that Spider-Man 2 is, for all its high-flying action, a romance at heart. Alas, it's impossible to play normal guy in love when there's a madman on the loose in New York City. Molina's Doctor Oc makes for a horrifying bad guy. Yet he's also a hard guy to hate. Spider-Man's enemies always begin as Peter Parker's friends or mentors, surrogate fathers for a kid raised by an uncle whose death he partially caused. They're also scientists whose descent into villainy is sparked by a noble endeavor that turns horribly wrong. During their first meeting, a friendly encounter between student and would-be teacher, Octavius even lectures Peter about how intelligence is not a privilege but, rather, a gift to be used "for the good of mankind." He likes the kid, and Molina gives Octavius considerable warmth and charm; that you know in due time they'll be throwing each other off skyscrapers only makes their scant moments together as friends that much more poignant. "Spider-Man 2" is the best superhero movie since the modern genre was launched with "Superman" (1978). It succeeds by being true to the insight that allowed Marvel Comics to upturn decades of comic-book tradition. Readers could identify more completely with heroes like themselves than with remote godlike paragons. Peter Parker was an insecure high school student, in grade trouble, inarticulate in love, unready to assume the responsibilities that came with his unexpected superpowers. It wasn't that Spider-Man could swing from skyscrapers that won over his readers; it was that he was a regular person like you and me.