Of course there is a catastrophic accident in which Dr Octavius' wife is killed and the robotic tentacles are fused to his spinal column and unbeknownst to everyone, each tentacle has a mind of it's own and they begin to bring out the dark side in Doc Ock.

Soon, Ock is wrecking havoc and robbing banks to further fund his research but, Spidey is nowhere to be seen as a sanitation worker brings a familiar red and blue spandex to J. Jonah Jameson, telling him he found it in the trash

But, Doc Ock draws our hero out of self-imposed exile for a fight on a subway train that by it's end will have your heart swelling for Peter Parker and Spiderman.

With the CGI animation and effects, this film could stand on it's own. But, the storyline really has you caring about this poor kid who has been "burdened" with these amazing powers and crushing responsibility in the end I found myself asking "Could I do that?" Through all the problems and pain could I be responsible enough with such power to do what's right and seek no reward for myself.

If you love action movies and good content you DEFINITELY need to see Spiderman 2. Oh in case you don't know, there will be a Spiderman 3.