April 21, 2004 at 04:00 AM EDT

Director Sam Raimi, a devotee of ”Spider-Man” comics since he was 7, never had the sequel-for-sequel’s-sake mentality that can undermine many follow-ups. ”I thought [there was a] logical way to continue,” he says about ”Spider-Man 2,” which had a budget reportedly double that of the first. ”Let’s see Peter Parker on the journey he decided to go on at the end of the first [film], and let that force him to interact more deeply with his love relationship, his family, and his friends. Let’s enhance those conflicts and make it a much more difficult struggle.” In other words, make the dude really miserable: Pit this reluctant hero against a new villain (the half-man, half-octopus Doc Ock, played by British actor Alfred Molina), and set up his true love, Mary Jane Watson (Kirsten Dunst), with an astronaut fiance (Daniel Gillies).

Raimi spent a year and a half working on the new story with several writers, most notably novelist Michael Chabon, who knows a thing or two about comics, having penned the Pulitzer Prize-winning ”Amazing Adventures of Kavalier & Clay,” in which two cousins invent comic superheroes. The result earned gold stars from both Dunst and Maguire. ”I was pretty confident the first time,” says Maguire. But here ”I had made a blind commitment to something, which is completely frightening.” After reading the script, the actor was completely ”excited because [it] was so good.”

Even though filming was slated for six months (a few months longer than the average movie), the schedule was no less taxing the second time around. ”I was quite surprised to show up at work one day and realize that our movie was taking up nine soundstages,” says Molina, who admits that his being cast as Doc Ock was ”weird, but not so weird as to be freaking me out.” (Stranger for Molina were the 75 pounds of puppeteer-controlled tentacles he was required to haul around on set.) ”At the height of the summer,” he says, ”we’d do part of a scene with the first unit, and then rush to the second unit, and then rush to the third. We were all rushing around like blue-assed flies.”

THE GOOD NEWS Sony’s already set a release date — May 2007 — for ”Spider-Man 3.”

THE BAD NEWS Even a superhero might have trouble surpassing the $400 million in domestic box office the first ”Spider-Man” took in.

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