How refreshing it is to see that not all superhero movies have to be about mind-numbing action and special effects.

To know that movies like Spider-Man 2, where story takes precedence over spectacular special effects, can still be made in a Hollywood blockbuster-type manner is a load off for both movie and comic book fans everywhere.

Perhaps by having novelist Michael Chabon - architect of the brilliant 2000 novel The Amazing Adventures of Kavalier and Clay about a 1940s superhero - write the film's story, the filmmakers were able to breathe fresh life into a character who has been around for more than 40 years.

But I'd like to think that the true mastermind behind the great interweaving of story and action is none other than director Sam Raimi. While the first film was able to showcase Raimi's deep affection for the character - giving fans both the origin of Spider-Man as well as great popcorn moments of superhero fun - this film provides an impressive display of his directing abilities and the darker, quirkier moments that have defined his horror movie past. Take one look at the scene in the operating room and you'll know what I mean.

In a brilliant homage to the story's true roots - the pens of Stan Lee and Steve Ditko - the opening credits for the film roll over a comic book-style narration of the highlights from 2002's original.

After the quick recap, we discover that the man behind the mask, Peter Parker (Tobey Maguire), has been working his way through college by making the fastest pizza deliveries in town as well as photographing his "friend" Spider-Man for the Daily Bugle. He's still in love with Mary Jane Watson (Kirsten Dunst), but has decided that he cannot protect her and be with her at the same time.

This is where the movie succeeds in ways that other films based on comic books have not: by focusing on the man that lies underneath the spandex suit. We feel the pain of Parker's failures not only in love, but also in friendship through Harry Osborn (James Franco), who despises Peter's relationship with the hero who murdered his father.

There is also the problem that surrounds Parker's true home, where Aunt May (Rosemary Harris) has financial trouble and still mourns for her husband, killed two years earlier. Peter Parker's life is indeed a troubled one, and we realize that if he could just strip off his suit, all his problems would disappear.

But there is one slight problem in the form of a deeply dedicated scientist, Dr. Otto Octavius (Alfred Molina who threatens to destroy half of New York. Not only does Doc Ock redeem the sloppiness of the first movie's Green Goblin, but the villain also showcases both inspired casting and amazing special effects. Molina is a fine actor of both stage and film and a terrific bad guy, but his interaction with his four mechanical tentacles - bonded to him during a freak fusion experiment gone completely wrong -should earn him Academy Award consideration.

The true star of the film, however, is Maguire. If, as the filmmakers considered before production began, Jake Gyllenhaal had replaced him, audiences would have been robbed of a truly magnificent performance. Only now, with the film standing as a completed whole, filled with surprises that will shock even the most dedicated fans, can we really breathe a sigh of relief that Maguire's backaches are limited to an un-credited acting cameo in the film.