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Sam Raimi's follow-up to SPIDER-MAN finds Peter Parker (Tobey Maguire) struggling to balance his everyday life with his alter ego as the web-slinging superhero. Still carrying the burden of keeping his crime-fighting identity from those closest to him including his longtime love Mary Jane Watson (Kirsten Dunst), his best friend Harry Osborn (James Franco), and his doting Aunt May (Rosemary Harris) Parker must also face off against a dangerous new menace, Dr. Otto Octavius (Alfred Molina), a scientist driven mad by experiments involving powerful mechanical arms. When the deranged Octavius (AKA Doc Ock) forms an alliance with the vengeful Osborn, who blames Spider-Man for the death of his father, the wall-crawling hero is in for his biggest battle yet.