Superhero films are both the most fun when they work and the most frustrating when they don't. As comic books, their country of origin, they lie on the page like blueprints for all our fantasies; we fill them in with the image of ourselves in costume. I remember the hours I spent practicing the legendary 'SHAZAM' that might change me from crippled newsboy into Captain Marvel. I wore his costume in my mind; had I looked into the bedroom mirror I would have been shocked to see myself in my own pajamas. The early superheroes were us, ourselves, seen as perfect. Though kryptonite could weaken Superman, it wasn't an inner angst; it came from the planet Krypton.

Because the heroes were perfect, they each needed a perfectly evil nemesis, one who could carry over for months, even years in comic after comic, challenging the stars, being defeated but never killed forever. That was the genius of the comic books. Superman's Lex Luthor, Batman's Joker and the Penguin lived and fought for years, maybe even decades for all I know.

And since what sustains a superhero is his super-antagonist, only a few superhero films have really worked well. The first "Superman" was absolutely delicious, as was the first "Batman." Gene Hackman as Lex Luthor, Jack Nicholson as the Joker, all but stole those pictures. They had wit, they had ingenuity, they were worthy opponents. The two Spider-Man films, though, have problems that they can't quite overcome. First, they give us a Spidey who is angst-ridden, insecure in his super-dom, conflicted about his life as Peter Parker, troubled by conflicts that mean more to him than they do to us. He lacks the verve that we saw in Christopher Reeve and Michael Keaton. We believed that Metropolis needed Superman and Gotham City needed Batman. But does New York really need Spidey?

Sam Raimi has directed the two Spider-Man films as though they were believable stories of real people. In both films, but particularly in the second, he spends a good deal of time and filmic energy on the relationship between Peter/Spider-Man (Tobey Maguire) and his girl-next-door-friend Mary Jane Watson (Kirsten Dunst). The conflicted Peter seems paralyzed by the decisions confronting him; particularly in the second film, time seems to slow way down as we watch Peter purse his bow-lips whenever he tries to say something - anything - to Mary Jane.

And then there is the question of the villains. In the first film Willem Dafoe as Norman Osborn/the Green Goblin never quite came into focus; he was narrowly drawn, he wasn't quite evil enough, and he lacked the wit to have resonance. We just waited for the final confrontation and walked out of the theatre the moment he died. His son Harry Osborn, played by James Franco, was also Peter's best friend, but we knew that in the second film he would seek revenge.

So we come to "Spider-Man 2," in which Harry has funded a famous scientist, Dr. Otto Octavius (Alfred Molina) who will prove that fusion can work as an energy source and be controlled. Naturally it doesn't work and changes Molina into the evil Doc Ock. But Molina's contraption, four metallic octopus-like arms with tentacles and a kind of brain of its own, is for me the weak link in the film. It is too bizarre to be threatening, too much of a logical stretch to be believable, and no matter how frantic Raimi's directing pace it just seems designed to cover up the weakness in the conception.