Peter Parker (Tobey Maguire) is still your friendly neighborhood Spider-Man, and continues to harbor a secret love for Mary Jane (Kirsten Dunst). In this sequel he must fight a new villain dubbed Dr. Octopus (Alfred Molina), a once brilliant scientist turned mad, who is determined to rule the world with a renewable energy device. Also with J.K. Simmons and Rosemary Harris. Directed by Sam Raimi. [2:07]

SEX/NUDITY 3 - A man and a woman kiss a few times in a few scenes, a man kisses a woman's hand, and a man and a woman hug and he nuzzles her neck. We see sketches of details from the first "Spider-Man": One depicts a man and a woman kissing, and one depicts a bare-chested man. A woman asks a man to kiss her and she moves closer to him. A man and a woman look at each other longingly and she touches his face tenderly, and a woman touches a man's chin tenderly. A man talks to another man about how a woman looks at him and that she loves him. A man is bare-chested while changing his clothes. A woman's skirt is blown around and up and her bare thighs are exposed. A woman wears low-cut dresses that reveal cleavage, bare shoulders and back. Another woman wears a short, low-cut top that reveals cleavage and her bare abdomen.

VIOLENCE/GORE 6 - A man (Doctor Octopus) lies unconscious on a surgical table, and he has long mechanical arms attached to his back; surgeons approach the man with surgical saws whirring, the arms become animated attacking the people in the operating room, one person is slammed into a light fixture and electrocuted, a couple of other people are grabbed on the face with the metallic claws, one person tries to get a claw off of him by using a saw and is attacked by three arms at the same time. A fusion reaction becomes unstable, it begins to pull people and objects into it, a building begins to break up, windows break and shards fly, and Dr. Octopus now strengthened by mechanical arms, flings Spider-Man into a wall. A woman is impaled by shattering glass (we see her screaming as a piece of glass approaches her, then we see her fall to the floor and we see her later on a stretcher when a blanket is pulled up to cover her face). A man is zapped and surrounded by energy flashes, and he falls to the ground. A wall of a building begins to topple down on top of a woman who's pinned under a beam. A woman is chained to a beam, a fusion reaction begins to destabilize and pull things into it, the building they are in begins to pull apart, and the woman is pulled toward it, Spider-Man is thrown against a wall, the ball of energy grows and pulls things from farther away toward it, Dr. Octopus is electrocuted and then grabs Spider-Man by the throat. Dr. Octopus knocks out a train engineer and jams the controls causing the train which is full of passengers to careen toward the end of the track; Spider-Man shoots webs onto surrounding buildings and uses his body to try to stop the train, the webs pull parts of the buildings down, his body makes an impression into the train, the train stops and he falls unconscious (we see a bloody wound on his chest where his suit has torn open). A man pulls a dagger and approaches Spider-Man who is unconscious and tied with barbed wire. Dr. Octopus pulls two people out of a train and throws them through the air (they are caught before hitting the ground). Dr. Octopus climbs the side of a building carrying an elderly woman in one of his claws, he drops her, Spider-Man catches her, he throws her toward the roof, she catches onto a ledge with her umbrella, she slips and lowers herself to another ledge, she's picked up and dropped again and Spider-Man swoops her out of the air and takes her to the ground safely. Dr. Octopus and Spider-Man fight on a rooftop, one falls off the roof, catches on to the other and pulls him off too, they crash onto the top of a moving subway train, they continue to fight, they fall to the side of the train and continue fighting, they are nearly hit by an oncoming train, and one is knocked off the train and lands in traffic below. Dr. Octopus breaks into a bank, throws guards around, pulls the vault door off, throws bags of coins at Spider-Man (he's hit and knocked to the floor), the mechanical claws try to crush Spider-Man's head, Dr. Octopus is thrown out the window and onto the street, and he tears doors off a car and throws them back into the building. A man is beaten and mugged by two men in an alley (we see him being punched, kicked and we hear him calling for help). A man runs into a burning building dodging flames and falling materials, he kicks a door down, he finds a young girl hiding in a closet, he carries her out, jumps across a hole in the floor (he dangles from the other side), and they make it out the front door followed by an explosion. A car flips and crashes through a restaurant window where a man and a woman are sitting, they fall to the floor, the car nearly crushes them, Dr. Octopus approaches the man and the woman, grabs the man by the throat, threatens to "peel the flesh off her bones," picks the woman up, throws the man into a wall (rubble piles on top of him), and carries the woman away. A building collapses and falls into a river and a man falls into the water with the rubble. A man confronts another man, threatens him and slaps him twice in the face. Spider-Man tries to shoot web in a few scenes but is unable to and he crashes to the ground from a great height (he crashes onto the roof of a building, he bounces onto the street in one scene, he jumps off a rooftop falling to the street below catching onto a clothesline along the way, and then crashing down onto the roof of a car and then to the ground). Dr. Octopus and Spider-Man fight on the side of a building, Dr. Octopus' claw turns into a dagger that he points toward Spider-Man as he jumps at him, a woman hits Dr. Octopus in the face with her umbrella breaking his glasses, the police shoot at him from the ground and he runs. Dr. Octopus shoves people hard against the side of a train car with his mechanical arms then punches Spider-Man in the face (he falls unconscious). A man talks about being responsible for the death of another man. Dr. Octopus climbs up the side of a building, onto a rooftop patio, knocks a man down, grabs him by the ankle and dangles him over the side of the building. A man talks about wanting to kill himself. A man straps himself into a suit that then attaches itself to his spine (we see needles inserting into his skin around his spine) and he is able to control large mechanical arms (each arm has a clamp at the end and they clank when they close) through his brainwaves. Arms attached to a man's back slither like snakes around his head and make sounds like rattles on a snake. Men in a car shoot at police cars chasing them, one police car crashes into another, and one flips into the air and is headed straight for a group of people standing on the sidewalk but is stopped before hitting them. A car speeds through city streets chased by police cars, the car speeds up behind a man on a moped, the car hits the moped, the man flips in the air over the car and lands on the street uninjured. A man walks into a busy street and throws a taxi through the air causing it to crash into another taxi. A man hears maniacal laughter, imagines the reflection of his dead father in a mirror, and he throws something at the mirror shattering it. A man rides a moped through a busy city street, is nearly hit by a car door opening in his path, he nearly runs into a man on the sidewalk, and he is nearly run into by a speeding bus. Two children walk into a street and are nearly hit by a truck but are swooped to safety. A man imagines having a conversation with his dead uncle. We see sketches of details from the first Spider-Man: One depicts a man lying dead after having been shot, one depicts a man lying dead wrapped in a blanket while his son is grieving over him. Several people are shown getting caught or wrapped in a spider's web (some are being saved, and others restrained). A man threatens a man for back rent. A woman burns her hand on a hot spoon, drops it on the stove and a flame shoots up startling her. A man runs into people as he runs to class. A man trips on a sidewalk.

LANGUAGE 3 - 3 scatological terms, 1 anatomical term, 2 mild obscenities, 1 religious exclamation.

SUBSTANCE USE - People are shown smoking and drinking alcohol.

DISCUSSION TOPICS - Responsibility, love, making choices, dependability, promises, disappointment, secrets, friendship, heroes, brilliance, hypocrisy, pressure to succeed, laziness, scientific advancement, self-sacrifice, self-doubt, perfection, proving oneself, revenge, passion, jealousy, justice, pride, renewable energy, power, contentment, greed.

MESSAGE - Intelligence is a gift to be used for the good of mankind. Love should never be kept a secret.