He's a villain for the ages, a man who shows us his real face so we can feel the struggle for his soul. Screenwriter Michael Chabon understands the mythic appeal of the comic book tradition, and his touch is evident in the story's depth, an example being Molina's brilliantly played Doc Ock. It's smart and funny and touching and exhilaratingly entertaining, a sumptuous treat that succeeds on many levels. Plus it has a rescue from a burning building, a runaway train, a world-class villain, and a really great kiss.

This is a dazzling story of love, loss, adventure, courage, heartbreak, tough choices, and tender feelings. But Harry controls one of those ingredients, and he says he will give it to Doc Ock in exchange for Spider-Man. Devastated by the loss and overtaken by the arms, which move like serpents, he becomes a villain known as Doc Ock, stealing what he needs to resume his experiments. The four artificial arms are fused to Octavius' spine. But the experiment goes terribly, tragically wrong and the doctor's wife is killed. Harry is financing the doctor's experiments with fusion energy, which are so complex and dangerous that they must be conducted with tentacle-like mechanical arms that are controlled by artificial intelligence.

Otto Octavius ( Alfred Molina), whose devotion to his wife and his work are inspiring.

Harry introduces Peter to the brilliant scientist, Dr. Along with the constant need to come to the rescue, Aunt May may lose her home, his school work is suffering, his best friend Harry ( James Franco) is still angry because Peter won't tell him what really happened the night Spider-Man killed his father, and Mary Jane ( Kirsten Dunst), the girl he loves, is giving up on him because he can't tell her who he really is or how he really feels. As SPIDER-MAN 2 opens, things are not going well for Peter Parker ( Tobey Maguire).

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