Romance and empathy are all very nice, but comic-book movies cry out for exceptional villains, and "Spider-Man 2" has come up with a memorable one.

In bringing to vivid and extravagant life Dr. Otto Octavius, the ever-menacing Doc Ock, Spider-Man's nemesis since the comic's earliest days, this energetic sequel has taken the scenario that made the first film successful and turned it inside out.

The Green Goblin, the bad guy the last time around, is almost universally conceded to have been that film's weakest element. Instead, the original prospered on the pleasure of seeing a young Spider-Man learning to use his powers as well as the on-screen chemistry between stars Tobey Maguire and Kirsten Dunst as Peter Parker, Spider-Man's alter ego, and Mary Jane Watson, the girl next door but just out of reach.

Sign Up For Traffic Text Alerts

Though that relationship remains satisfying, it has been greatly overshadowed by Doc Ock. As played by Alfred Molina with both computer-generated and puppeteer assistance, Doc Ock grabs this film with his quartet of sinisterly serpentine mechanical arms and refuses to let go.

This unintentionally different focus renders "Spider-Man 2" at least equal, if not better, than the first in overall impact. There are times when it feels like it's cruising, but it rewards our attention by successfully firing on more and different cylinders than the original did.

It helps that not just Maguire and Dunst are back from the first film but also Rosemary Harris as kindly Aunt May, J.K. Simmons as dyspeptic newspaper editor J. Jonah Jameson, and James Franco as Harry Osborn, Peter's best friend and Spider-Man's deadliest enemy.

Also returning is director Sam Raimi, this time assisted by a quartet of credited writers. The film's screenplay is by two-time Oscar winner Alvin Sargent, with screen story by Alfred Gough and Miles Millar, best known for TV's "Smallville," and novelist Michael Chabon, author of "The Amazing Adventures of Kavalier & Clay."

Despite the best efforts of this group, the early parts of "Spider-Man 2" can't have the emotional impact of the first film because it is, in effect, a reprise of that initial venture. Though Maguire and Dunst are sweet together, their early interaction feels lethargic and pro-forma, like they read and believed their good notices. Plus, it's just not possible to experience the glow of first love twice.

Plot-wise, Peter Parker is still pining away for M.J., whose face is all over Manhattan as the poster girl for a fancy perfume. And he is still fuming that being a responsible Spider-Man has wreaked havoc with his personal life: i.e., he doesn't have one.

Though it is still a major treat to see Spider-Man take to the air, what is as hard to duplicate as first love is the first film's thrill of learning to fly.

"Spider-Man 2" tries to replace it with Parker's crisis of confidence, as the young man wonders if being Spider-Man is worth it.

Not lacking in confidence at all is that celebrated scientist Dr. Octavius, initially a heck of a nice guy albeit one focused on his forthcoming attempt to use four mechanical arms to harness a fusion reaction and create a perpetual energy source.

But something (doesn't it always) goes terribly wrong, and those 13-foot mechanical arms not only fuse to the doctor's body, which would be bad enough, they also take over his mind with their evil, evil thoughts. Oh, the horror of it all.

Though the original Doc Ock was conceptualized by comic artist Steve Ditko, the filmmakers have done a spectacular job of making him real on screen. It started with vivid illustrations by conceptual artist Paul Catling (reproduced in a making-of book called "Caught in the Web") and ended with the Doc having his own personal art director, Jeff Knipp, working with visual effects designer John Dykstra and cinematographer Bill Pope.

Computer work by Sony Pictures Imageworks and several other firms made the Doc chillingly mobile, able to climb tall buildings like a larger, more ungainly but powerfully effective spider. Best of all was the animatronic work by Edge FX puppeteers, which give those metallic arms with tentacle heads that swirl around Doc Ock's head like snakes around Medusa, very unnerving personalities.

All told, Doc Ock is such a completely realized creation, the battles he has with Spider-Man are so involving, he actually helps buck up the rest of the production. Even the romantic moments between Parker and M.J. become more poignant and moving as the menace of the Doc looms. It's not that we want the villains to actually win, but if they aren't worthy opponents, just what is the hero's victory good for?

'Spider-Man 2'

MPAA rating: PG-13 for stylized action-violence

Times guidelines: Violence in some scenes may be too intense for young children.

Tobey Maguire...Peter Parker/ Spider-Man

Kirsten Dunst...Mary Jane Watson

Alfred Molina...Dr. Otto Octavius

James Franco...Harry Osborn

Rosemary Harris...Aunt May

Donna Murphy...Rosalie Octavius

J.K. Simmons...J. Jonah Jameson

Columbia Pictures presents a Marvel Enterprises/Laura Ziskin production. Director Sam Raimi. Producers Laura Ziskin, Avi Arad. Executive producers Stan Lee, Kevin Feige, Joseph M. Caracciolo. Co-producer Grant Curtis. Screenplay by Alvin Sargent, screen story by Alfred Gough and Miles Millar, screen story by Michael Chabon, based on the Marvel comic book by Stan Lee and Steve Ditko. Director of photography Bill Pope. Production designer Neil Spisak. Film editor Bob Murawski. Visual effects designed by John Dykstra. Costume designers James Acheson and Gary Jones. Composer Danny Elfman. Running time: 2 hours, 7 minutes. In general release.