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.