Ah, so the only other film Raimi directed Panavision was the unwatchable For Love of the Game. His Panavision composition here–with Bill Pope shooting it–is exquisite. Raimi and Pope correct, from the first scene in the film, the problem Raimi had with the original–Spider-Man 2 takes place in New York City. When a bunch of New Yorkers help Spider-Man here–regardless of if they filmed the sequence in Chicago–it’s an honest scene, not some kind of jingoistic garbage.

For the majority of the film–there are some transitional missteps when it has to be a regular action movie again, third act (but the end recovers beautifully)–it’s about a bunch of miserable people. Tobey Maguire’s miserable because being Spider-Man’s ruining his life, Kirsten Dunst is miserable because she doesn’t have Maguire, James Franco’s miserable because his dad’s been murdered, Rosemary Harris’s miserable because she’s a widow. For about seventy minutes, it’s a bunch of unhappy people being unhappy. It’s luscious.

The acting helps. Harris was barely in the first film, but here she develops into a character. Alfred Molina’s a good villain (Raimi doesn’t overuse the villain here, like he did before). Franco’s really good. Maguire’s great, sort of shockingly great. Dunst is fine. She’s effective without being good. J.K. Simmons and Donna Murphy are also fantastic.

Two problems besides the transitional stumble–there’s an awful “talking to himself” scene with Molina and then a dream sequence–otherwise, it’s perfect (except Elfman’s music).