Raimi started work on SPIDER-MAN 2 immediately after the first one, and had it ready to go two summers later. Since it really is about following up on the events of the first film, it starts by running the credits over some of them, as depicted in paintings by Alex Ross. (He’s celebrated for his realistic portraits of comic book super heroes, which are more impressive when they come from his imagination and not photography we’ve already seen, but still, it was cool that they got him). The end of the sequence reminds us that in SPIDER-MAN Peter chose not to be with Mary Jane, who he loves, so that he could be Spider-Man.

Which does not seem to be working out great so far. The painting of Mary Jane dissolves into a closeup of her face on a perfume billboard that Peter has to walk under every day, reminding him of his pain. Though he tries to hide it, it’s clear his world crumbles when she is not near. He’s in college now, and living on his own in a small apartment. Much like part 1’s opening about all the ways Peter can be humiliated on the way to school, this one piles it on real thick about what a shit sandwich life still hands to him every day.

First up is a really funny sequence about working as a pizza delivery boy, and being given an impossible deadline if he wants to keep his job. (This of course means we’ll get a shot zooming in on a clock just like we saw so many times in THE QUICK AND THE DEAD. They should’ve just improbably moved that clock tower to New York.) Peter resorts to using his spider-powers to swing across town – EVIL DEAD II co-writer Scott Spiegel plays a guy on a rooftop that almost eats the pizzas he has to set down briefly – but barely misses the 30 minute time limit. And to be fair to the customer (Emily Deschanel, BOOGEYMAN) the pizzas arrive in very poor shape, she should not have had to pay for them.

So he gets fired, which is a big problem because he’s a month behind on his rent (again) and doesn’t want to give Jameson any more Spider-Man photos because of the negative spin he knows he’ll put on them. He sells out and gives him one, but gets no cash for it since it pays less than an advance they already gave him.

Also he runs into his professor (Dylan Baker, RADIOLAND MURDERS), who shames him for having missed class. And his best friend Harry wants to kill him, or at least Spider-Man. And he’s still friends with Mary Jane so he has to know she has a new boyfriend, Jameson’s son John (Daniel Gillies, PLEASANTVILLE). The guy is not only a handsome jock, but an astronaut, expected to be “the first man to play football on the moon”! Even Spider-Man is gonna feel inadequate next to that.

And there’s more! Aunt May is about to be evicted from her house. And Peter seems to be losing his powers, causing him to fall out of the sky. It’s hard out here for a Spider-Man. At a junket to promote the film, run as an interview by numerous outlets including Super Hero Hype, Raimi was asked if he went out of his way “to beat up Tobey in this movie like you did with Bruce Campbell in your EVIL DEAD movies,” and he said that he only beat him up “emotionally and mentally.”

“I wanted him to suffer and make the audience suffer so that they could come out of it. Because I wanted them to realize that to be responsible, you have to pay a price. It’s not easy. It’s not easy to do the right thing. You always have to give something of yourself… I wanted to show that to be this hero had a great cost to Tobey. It wasn’t gonna be easy. So I wanted him to suffer to be that hero. So I beat him up as much as I could in the story.”

And yes, he beats him up with the psychological equivalent of his own hand breaking dishes over his head. By the time Peter promises Mary Jane he’s gonna go see her as Cecily in The Importance of Being Earnest and you fucking know he’s gonna let her down just like any movie father who ever promised to attend a little league game or school music recital, it almost seems like too much. How much screen time of a super hero movie can be spent showing the hero totally fucking up every aspect of his life, and having his crush keep giving him this look of disappointment?

Of course he genuinely tries to go to the play, and then something comes up, and that something is he runs into fleeing bank robbers, and does his secret crimefighter thing. I absolutely love this shot of him on his scooter, happy and completely oblivious to the police chase roaring up behind him.

This hapless dork aspect of Peter is another thing that makes me think of him as an improved version of Vic Ajax from CRIMEWAVE.

Eventually he decides that all this being Spider-Man shit is such a bust that he tosses the suit in a garbage can (a great image based on a famous comic panel) and then there’s a humorous montage of everything going right for him. With great power comes great responsibility, and with great responsibility comes great yearning to not have to be so fucking responsible all the time.

The villain is another brilliant scientist who Peter admires and befriends who has a horrible accident that turns him into a madman. This time it’s Dr. Otto Octavius (Alfred Molina, SPECIES, suggested to Raimi by his wife after she saw him in Julie Taymor’s FRIDA), whose groundbreaking fusion experiment is being funded by Oscorp, now run by flashy young CEO Harry. Therefore Octavius skeptically allows Harry’s friend Peter to shadow him for a school project. He seems nice, and he tells Peter that “Intelligence is not a privilege, it’s a gift. And you use it for the good of mankind,” aligning him philosophically with Uncle Ben. The two hit it off so well that Octavius invites Peter to stay for dinner.

I think this scene adds alot of humanity, the way Octavius and his wife Rosie (Donna Murphy, CENTER STAGE) joke around, seeming to really enjoy each other and Peter’s company. I love that Raimi wants to give this grounding to a character who’s gonna spend most of the movie climbing up buildings with robotic tentacles.

That happens after a public demonstration of his fusion project goes awry in exactly the way Peter suggested it might. Octavius is using the mechanical arms as a tool to manipulate hazardous materials, but a power surge opens a portal or some shit, Rosie is killed, the place is wrecked, and the tentacles become fused to his spine.

Now is a good time to mention that Raimi switched it up for the sequel, stretching from a 1.85:1 aspect ratio to 2.39:1 and reuniting with his DARKMAN d.p. Bill Pope. Since they last worked together on ARMY OF DARKNESS Pope had gone ahead and transcended to a new level by shooting THE MATRIX, THE MATRIX RELOADED and THE MATRIX REVOLUTIONS. So, as great of a job as Don Burgess had done on the first film, Pope may have been the most qualified person in the world to help Raimi execute his inventive FX-infused shots.

I bring that up now because during the accident there’s a shot of poor Rosie’s screaming face reflected in a shard of glass that’s hurtling toward her…

…followed by a shot of her face reflected in the shard reflected in her eye!

I know when filmmakers call attention to themselves by doing a great job on a cool shot (especially a show-offy oner or something) there’s usually gonna be some wet blanket motherfucker waving their finger saying it’s distracting or too film school or something. With all due respect, fuck that guy. Don’t listen to that guy. I miss cinematography with this kind of swagger. We need more faces reflected in glass reflected in eyes. We need to respect the powers of this visual medium. Thank you Sam Raimi and Bill Pope.

Peter is there to take photos for the Bugle, and manages to sneak away and immediately return as Spider-Man. He saves Harry’s life, but does not win his heart.

As I noted in my SPIDER-MAN: NO WAY HOME review recently, this is another case where perhaps medical help could’ve prevented a guy from going on a super powered rampage. There is an attempt to remove the arms. A team of surgeons try to saw them off with power tools. They laugh about it first, making it much like the scene in DARKMAN where he witnesses doctors joking about his condition. Come to think of it, John Landis plays one of the doctors in both scenes, so in my opinion he is definitely playing the same character and SPIDER-MAN is in the same universe as DARKMAN which means Darkman is in the MCU and he and a redeemed cyborg Durant will be leading the Avengers within two years. Just my two cents. You heard it here first. Mark my words. Retweets are not endorsements. Let that sink in. etc.

This is famous as the SPIDER-MAN scene that goes most EVIL DEAD. The tentacles are controlled by A.I., and they defend themselves by mauling the whole surgical crew. There’s lots of screaming, people being violently thrown into things, a zoom in to a chainsaw on a table as a guy tries to reach for it, violence shown as a shadow against a wall, and I can still hardly believe he got to have this shot of a doctor being dragged away and scraping the floor with her fingernails…

In the tradition of the flying eyeball in EVIL DEAD II or the flying bolts in DARKMAN we get a side view of a flying robot-claw, followed by a POV from a camera on one of the tentacles flying at a doctor, looking like the EVIL DEAD invisible force cam. Then it switches to a split screen of two, and then four tentacle POVs!

So Dr. Octavius (soon to be dubbed “Dr. Octopus” by J. Jonah Jameson) flees, sets up a new lab in a wrecked building, just like Darkman (except it’s the more spectacular location of a collapsed dock, and unfortunately there’s no stray cat from PET SEMATARY).

Another thing he has in common with Darkman is that he decides to continue his project. But he’s lost the Oscorp funding, so he decides to start robbing banks. In one of those coincidences that make up so much of Peter’s life, he happens to be at the bank helping Aunt May try to get a loan when Dr. Octopus arrives, leading to a great sequence with Spider-Man fighting the doctor as he carries May up the side of a building like King Kong.

But it can get even more personal than that. When Octavius needs a rare isotope from Oscorp to rebuild his reactor, Harry agrees to trade it for capturing Spider-Man. And since he tells him to find Spider-Man through Daily Bugle photographer Peter Parker, and Peter is having lunch with Mary Jane at the time, Octavius kidnaps Mary Jane. (You see that, Peter? Hhe doesn’t even know you’re Spider-Man and she’s not dating you and the thing you feared happened regardless.)

When SPIDER-MAN 2 came out in 2004 I remember many people declaring it the best comic book movie of all time. Obviously they meant the best white comic book movie of all time unless they live in some other part of the Spider-Verse where BLADE and BLADE II hadn’t come out yet. Since then we’ve had THE DARK KNIGHT, SPIDER-MAN: INTO THE SPIDER-VERSE, LOGAN, and all the different MCU movies that various people would make various arguments for, and the genre has just expanded so much that it kinda surprises me when people still rank this as best super hero or best Marvel or whatever. It’s still common, though. A few examples:

Why Sam Raimi’s Spider-Man 2 is the definitive superhero movie (the Independent, 2019)

Why SPIDER-MAN 2 is Still the Best Superhero Film of the 21st Century (Hyper Real Film Club, 2020)

Why Marvel Movies Still Haven’t Topped Sam Raimi’s Spider-Man 2 (Screen Rant, 2020)

5 Reasons Spider-Man 2 Is The Best Superhero Movie Of All Time (Slash Film, 2021)

The Extended Cut of Spider-Man 2 Ruins The Greatest Comic Book Movie Ever Made (Game Rant, 2021)

I don’t go that far, but it’s definitely one of the good ones, in many ways more polished than the first film, but having the same charm of a super hero movie with more personal stakes and wearing its heart on its sleeve more than many of the modern ones. And the good old fashioned hero fighting villain stuff is really well done too. I bet one of the sequences they’re thinking of when they rank it that high is the one in/on the elevated subway train. It’s an excitingly choreographed battle, a mix of combat and speed (turning into a chase when Spidey gets knocked off the train), of FX and stunts, and just the sight of a fight using those robotic tentacles is cool, not to mention all the gimmicks as they’re thrown through the windows, animated Spider-Man nimbly swings around on a pole between live action passengers, etc.

But the highlight is after Octavius leaves and Spider-Man is left trying to stop the sabotaged train from crashing, desperately firing multiple webs at surrounding buildings, putting himself on the front, seams in his costume splitting from the pressure, his arms stretched like he’s being tortured, or like he’s Hercules trying to break his chains, slowing down the train enough to just barely save it, and then passing out inside, having taken his mask off due to the lenses being damaged. The passengers body pass him to safety and he wakes up with a crowd of strangers staring at his face.

“We won’t tell nobody,” a kid says. These movies are so sincere that Raimi believes, and we believe along with him, that the sacred bond between a guy who would do all that to save people and the people he saved is unbreakable. Some things do turn out okay for Spider-Man. His secret really is safe with them.

Octavius does get his isotope, so he continues his experiment, which goes even more wrong and is gonna blow up the city or some shit. Peter makes the brave choice of revealing his identity to Octavius and talking to him friend-to-friend, freak-accident-victim-to-freak-accident-victim, scientist-to-scientist, genius-to-genius, reminding him of his respect for The Greater Good and inspiring him to take control of the rogue tentacles and sacrifice himself to save the day. Some moving Darth Vader redemption type shit.

It also doesn’t hurt that part 2 has a happy ending, flipping the bummer one from part 1 and paying off all the misery of the first act. Mary Jane finds out that Peter is Spider-Man and that he pretended not to love her so as not to endanger her. Then she decides to ditch her groom (sorry dude, good luck with the moon football though) and assert her right to be endangered by being with Spider-Man if she so chooses. Also she now understands why he’s busy all the time and for now doesn’t mind that he has to run off to help when they hear police sirens going by.

1 and 2 would seem like a complete story, not part of a trilogy, if not for the lingering issue of Harry, who now knows Peter is Spider-Man and doesn’t know what to do about his plan of vengeance. That question is answered for him when he 1) hallucinates his father in evil mode telling him what to do and 2) breaks a mirror, discovering behind it his father’s secret stash of Green Goblin jet sleds, masks and bombs. This time, Raimi did know there would be another movie (whether or not he directed it), and that he should leave it on a to be continued sort of note. In this sense it’s more like today’s MCU than the Batman movies I compared the first film to. Those had very little continuity and never set up story threads for future installments (or when they did, they were abandoned – ask Billy Dee Williams).

Raimi’s corny old fashioned earnestness stood out at the time, but SPIDER-MAN 2 also seemed different from other comic book movies because it was so jokey. Though a scene where de-powered Spider-Man has to take an elevator and has an awkward conversation with Hal Sparks (CHOPPER CHICKS IN ZOMBIETOWN) would fit into an MCU movie – especially in the alternate take that’s on the SPIDER-MAN 2.1 extended DVD – most of it is a less riffy type of humor that I think is more Raimi. Like, being a super hero who lives in an apartment means Peter has to sneakily clean his costume at a laundromat, and that causes his boxers to turn pink. Also, Bruce Campbell has a bigger cameo this time, playing an usher who enforces the no-late-arrivals policy at Mary Jane’s play and dismisses Peter in various condescending ways.

A good corny Raimi joke (written by his brother, according to an interview) is when Peter seems to be getting his powers back and excitedly says, “I’m back!” but then lands wrong and says “My back, my back!” They were nervous about proposing the joke to Maguire since they’d come close to replacing him weeks before filming due to a previous back injury flaring up*, but he agreed it was funny.

I forgot that Brent Briscoe (Lou from A SIMPLE PLAN) plays the guy who sells the Spider-Man costume to the Bugle after finding it in the garbage.

I like how Jameson awkwardly pins it to his office wall, but the biggest laugh involving the costume is only in the 2.1 version, when his staff catches him wearing the suit and jumping around his office doing Spider-Man poses. (I don’t care what the above linked editorial about 2.1 says, that part is funny.)

But my favorite joke is one that’s so openly Raimi-goofy that it’s kind of stunning that it was allowed to punctuate a serious scene in a movie of this type. The manager or whatever at the bank (Seattle’s own Joel McHale in his feature film debut) explains to Aunt May why the bank won’t refinance her home. “We appreciate that you’ve just opened up a new supersaver account with us today. But the fact is, you do not have the assets to justify this loan. I’m sorry.”

And she looks dejected for a second, then thinks of a silver lining:

But he points out the fine print explaining the deposit you have to make to get the toaster and she says, “Oh, yes, I see.”

Is it just me, or isn’t that the greatest? This is another joke that could work exactly as scripted if they stuck it into CRIMEWAVE somewhere. But having Rosemary Harris do it in the character of Aunt May – who also has a heartwrenching scene where she has to listen to Peter reveal why Uncle Ben’s death was his fault – takes it to another level. Maybe this is why people say it’s the best comic book movie. You know what, you’re starting to be persuasive.

Another comical Aunt May detail, which maybe is from the comics, I don’t know, is that she has a penchant for slapping people’s hands. In part 1 she did it to Norma Osborn for sticking his fingers in the sweet potato marshmallows on Thanksgiving, in this one she does it to McHale when he tries to pocket a spilled coin during the robbery. She’s so saintly but has this little bit of mean school teacher in her. I like weird little character details like that.

John Dykstra returned for the visual effects, which seem even more elaborate this time around, but it still doesn’t just look like a bunch of animation. When Octavius walks or climbs with his tentacles they’re CG, but the rest of the time they’re puppeteered, with four people required for each tentacle. They were actually able to act out gestures and even take off his glasses and light his cigar. Supposedly they’d attempt to do each shot with the puppets first before assigning it to CG.

This time Raimi made extensive use of a camera system called Spydercam, which he had only used for the last shot of the first film. It’s a motion controlled camera suspended from wires attached to tall buildings. When it looks like you’re dropping fifty stories along with Spider-Man that’s because they actually dropped a camera fifty stories attached to a wire. Despite the name and obvious Raimi-ness of the idea, it was not invented for SPIDER-MAN. It had already been used in CLIFFHANGER, THE LONG KISS GOODNIGHT, BATMAN & ROBIN and many other films. It has continued to be used for impressive camera moves we probly assume are CG, including in all the subsequent incarnations of Spider-Man.

For the first film, Raimi had gone to the great Hong Kong fight choreographer Ching Siu-Tung in case the computer animation didn’t work out, but didn’t end up using his services. For part 2 he actually did hire one of Ching’s proteges, Dion Lam (ROYAL TRAMP, THE HEROIC TRIO, STORM RIDERS, EXIT WOUNDS, THE MATRIX trilogy) to choreograph the fights between Spidey and Doc Ock. They also got Dan Bradley (A NIGHTMARE ON ELM STREET 2 and 6, CRITTERS 2-4, DEAD HEAT) as stunt coordinator and second unit director. This was the same year he joined the BOURNE series and became associated with shakycam action, but thankfully he’s good at other stuff too.

The score is once again by Danny Elfman… mostly. There’s a part where Octavius first puts on the arm and the music sounds so much like HELLRAISER that it almost seems like a reference to Dr. Channard (the HELLRAISER II Cenobite who’s carried around by a giant tentacle). It doesn’t seem like Elfman to mimic a temp cue, so I wondered what the deal was until I noticed on the credits that there are a few cues actually scored by HELLRAISER’s Christopher Young. I could not find confirmation, but at least a message board posting claiming that Raimi used a HELLRAISER temp track, wasn’t satisfied with Elfman’s version of it, and brought in Young himself (who, remember, had scored THE GIFT). Whether or not that’s what really happened, working on the movie bummed Elfman out so much that he refused to come back for SPIDER-MAN 3. He told chud.com that during part 2 “It’s like my connection with Sam got completely severed…. he wasn’t the same person I’d known for a decade. He went from right there number two on my list of favorite directors to the exact opposite of what I look for in a film experience…. I’d rather go back to waiting tables than to do SPIDER-MAN 2 again.”

Macy Gray was also replaced by Christopher Young. Or at least she wasn’t in this one. It would be funny if she was a returning character in each of the sequels like Bruce Campbell. Once again there are a mix of rock songs forced onto the soundtrack, by bands like Hoobastank and etc. who are I’m sure extremely well known but since I had aged out of having to know what plays on the radio by then I couldn’t tell you the names of any of their songs or identify what they look or sound like. The end credits have Michael Buble singing the theme from the old cartoon show, which is kind of cute. The two songs randomly plopped on before that I cannot recommend.

Hollywood veteran Alvin Sargent (PAPER MOON), who did a dialogue polish on the first one, gets the screenplay credit this time, having gone through other writers’ scripts with Raimi to put together the parts he thought worked best. These included drafts by original writer David Koepp, the team of Alfred Gough & Miles Millar (LETHAL WEAPON 4, SHANGHAI NOON, later created Smallville) and the novelist Michael Chabon. Gough, Millar and Chabon received “screen story” credit.

Chabon was hot shit at the time – he wrote the source novel for the movie WONDER BOYS that helped put Maguire in the position of playing Spider-Man, and he had just won the Pulitzer Prize for Fiction for his novel about fictional golden age comic book creators, The Amazing Adventures of Kavalier and Clay. This may have been a dream project for him – reportedly in the ’90s he tried pitching X-Men and Fantastic Four movies to studios.

Gizmodo has a good summary of his script that claims it’s more coherent than the finished movie. It had a younger Doc Ock who’s actually seeing Mary Jane. The part where Peter starts losing his powers for what turn out to be psychological reasons was left over from that draft, because Octavius, who had worked on the genetically enhanced spider that bit Peter, made him a chip to help him reverse the effects of the bite, then tried to get it back from him after his own accident.

The part that sounds stupidest is that pre-super-villain Octavius causes a scene by using the tentacles while on a date at a fancy restaurant with Mary Jane. (I’m not sure if that’s stupid in a good or bad way.) The part that sounds funniest is that Harry puts out a $10 million bounty on Spider-Man, so ordinary people he rescues keep trying to kill him for the money. That Raimi didn’t go for something that fun shows how serious he was about centering everything around his chosen character themes. Here’s how he explained those at the aforementioned junket:

“The story of a life out of balance, first lopsided in one way as he tries to be this responsible young man and then lopsided in another way as he decides the hell with it, I’m living my life, damn anybody else. And then that road leads to such moral decay that he finally has to say to himself I will go back to my lopsided life of being Spider-Man and just down this road of responsibility. Unfortunately it’s like a prison sentence to him. What he doesn’t know is that by the end of the piece, he learns, through Mary Jane Watson that he cannot go down that road alone. And so I found that he found a sense of balance by the end.”

If I lived in some kind of horrible dystopia where I was only allowed to have one of Sam Raimi’s trilogies, obviously I would choose EVIL DEAD. But I will say this about the SPIDER-MANs. Ash’s transformation from a coward to a hero is done as a joke. In ARMY OF DARKNESS it’s funny to watch this guy be a dumb asshole for a while until he feels guilty about it, decides to do the right thing, and turns out to be awesome at fighting demons. I appreciate that in the SPIDER-MANs Raimi takes the idea seriously. The great responsibility of being the guy that finally gets to make SPIDER-MAN movies. I like that Peter goes through this journey of deciding that he can try to do the right thing and also try to be happy. He goes through all that torment and he does find that balance. For now.

P.S. Here’s a video someone made to compare Elfman’s score from the train scene to a version that was reworked by Young for a soundtrack album (?). What I like about the video though is that you get to watch it as a silent film and really admire Raimi’s visual storytelling.

*At that junket I keep quoting, Raimi said he always wanted to keep Maguire, but was told he could be paralyzed from doing stunts, and didn’t want to risk that. So he personally chose Jake Gyllenhaal as a replacement and called and asked him to do it. Then Maguire’s managers called and said the guy who told him the paralysis thing was wrong and they worked it out. That would’ve made NO WAY HOME even more complicated if they hadn’t!