In this sequel to his $404 million grossing smash, Raimi is pitting Spidey (Maguire) against classic nemesis Doctor Octopus (Molina), a scientist who becomes permanently fused with high-tech mechanical tentacles in a lab accident and winds up vengefully bent on squashing the wall-crawler. Part of what landed Raimi the gig on the first film was his fascination with the man behind the mask, and here too, his goal isn’t so much to pump up the web-slinging action as it is to further explore the characters. “If audiences liked the story of Peter Parker, I think they’ll really like this next one,” Raimi says—whether for Peter’s angsty romance with Mary Jane Watson (Dunst) or for his tortured relationship with his fallen mentor Doc Ock. “Of course, if I’m wrong, and it was the webbing and the stunts they liked,” he adds with a laugh, “I guess you won’t be seeing Spider-Man 3.”

Not to worry—there are enough big set pieces that Raimi almost loses track ticking them off in his head: “There’s the fight on the pier, the fight on the el train . . . ” Which brings to mind the fact that Maguire disclosed a back problem shortly before production and was ever so briefly replaced by Jake Gyllenhaal. “It was a great moment in my life when Tobey’s doctors said he could do it, and Tobey said he could do it,” says Raimi. For his part, Maguire promises that Spidey really swings this time around: “It’s still the same character, but we’ve expanded his repertoire of tricks.”

OCTOPUS'S GARDEN: Job one for Raimi was to give Doc Ock a more fully developed backstory. “I think comic books have more of a license to have unjustified villains sometimes,” he says. “Ock’s got a lot of passion in the comics. He’s furious at Spider-Man. Furious! I’m just not sure what he’s so mad about all the time. [We had to] make Ock into a real human being that Peter had a relationship with.”

THE BOTTOM LINE: $300 million