Tobey Maguire is the most courageous actor ever to play a superhero, because he is absolutely unafraid of being embarrassed. This is an actor who will hear the line “I liked seeing you tonight, Peter” and deliver the line “Oh boy, yeah” without a hint of restraint or irony. He is so earnest and outwardly emotional that he runs the risk of becoming a meme. For instance, Tobey’s goofy blubbering, wet eyes and quivering lips upon seeing the death of his Uncle Ben may give you a chuckle on Twitter, but as you’re watching the film itself, as you’re immersed in the earnestness of Raimi’s universe, the outward torrents of emotion will rip you in two. 

In Spider-Man 2, which is very much a film about the importance of being earnest, the most memetic image is probably Tobey straining to stop the train with his webbed hands, quivering with fear, grunting with pain, making this goofy face. Try to watch this film and not let this sublime moment of catharsis overwhelm your entire being. The importance of being earnest is that goofy gestures like these, added up and deployed in an atmosphere that accommodates them, transcend their goofiness. You are allowed to laugh at these moments and take them deadly seriously at the same time; there is no contradiction. This goofiness comes through in Raimi’s style as well: in this film, we get our traditional superhero action, but also quotidian drama, scenes of stately performance (all revolving around Mary Jane’s play), grotesque body horror (in which we get to see John Landis die a gruesome death), a musical montage, and a final bit of high melodrama as Mary Jane rushes out of her wedding to greet Spider-Man. All these genres and tones are deployed by Raimi with absolute sincerity and total gusto, and they don’t contradict each other, because everything in this universe is ultimately high melodrama.

What’s missing from the Garfield and Holland Spider-Men, what’s present here in spades, is Peter Parker’s palpable sense of suffering. The modern superhero mode of production precludes a sense of weight, because every bit of CGI swirling around is quite literally weightless. The weight bearing down on Spider-Man in this film is not just a runaway L-Train, it is the weight of a backpack stuffed with books, the weight of overdue rent, the weight of eight extra-large deep-dish pizzas delivered for no tip. It is the weight of the title “Spider-Man” that is compounded by the weight of capitalism and the weight of time, constantly being eaten up by Parker’s many obligations. 

What’s easy to forget about this film is that the happiness Peter feels abandoning his post as Spider-Man lasts for about three minutes, about as long as that song about raindrops. MJ sees right through him, Aunt May sees right through him, and he realizes that the path out of suffering is through suffering. The only thing worse than being Spider-Man is not being Spider-Man. This is a film that shows, in great detail, Peter Parker storming into a burning building to save a child, and interrupting Peter’s only congratulations to inform us that there was another guy in the burning building that he didn’t save. But it is also a film that follows that scene with a selfless gesture of kindness so great that it powers Peter through to the end: the landlord’s daughter comes over and offers him cake and milk, a moment so simple and powerful it’s downright Bressonian. 

The pain of superherodom is present in the entire Tobey trilogy, but this film in particular makes the prospect of being a Spider-Man seem goddamn awful. Case in point, the film’s relentless first ten minutes, significant enough to highlight scene-by-scene. The film begins with an image of Mary Jane’s longing eyes on a billboard for Emma Rose perfume, as Peter Parker stares at it and narrates, “She looks at me every day; if only she knew how I felt about her.” Though the image itself is a cardboard advertisement for a megacorporation, the power of MJ’s gaze transcends the origins of the image and deeply affects Peter. Then, our grand opening action scene follows Peter’s attempt to get eight deep-dish pizzas across traffic in eight minutes. When he arrives, a janitor’s closet opens up and a bunch of mops fall on his head, and we pay special attention to Peter struggling with them. When he returns to Joe’s Pizza, defeated by the ever quickening pace of time, we pay special attention to Tobey Maguire’s big, watery eyes as Mister Aziz fires him. 

Smash cut to Peter Parker being fired again by J Jonah Jameson for taking pictures of everyday people and their everyday lives rather than Spider-Man. With these high-contrast black and white photos of pigeons and chess in the park, Peter aims to “show another side of the city for a change,” and his project is much the same as the film’s: this is a superhero film about the beauty and pain of the everyday, and a film that is deeply concerned with the power of an image beyond its source. As Peter leaves Jameson’s office, he encounters Miss Brant, who must deliver the bad news that his $300 check doesn’t even cover the advance that he already took out before the film started. Then, we get two strikingly close shots of her bumping his chin, saying “chin up,” taking pity on him. For a brief moment, his sadness washes away. This act of kindness will keep him going on the long walk home. We’ve been watching this film for about ten minutes, and it’s taken this long for someone to be nice to this poor kid. Next, he’ll be informed by Dr. Connors that he must write that paper on Doc Ock or risk a failing grade, and then he sadly bikes home, and we get the bittersweet punchline to Peter’s terrible, horrible, no good, very bad day: it’s his birthday and he didn’t even remember. But his three kindred souls are there in his house to cheer him up.

Those three souls are also, crucially, three of the most memorable and expressive faces in the film: Kirsten Dunst, whose powerful gaze opens this film and closes it, whose earnestness and suffering in the first film rivals Peter’s; James Franco, whose inner torment and outward arrogance create an insane cocktail and provide some of the most memorable faces in the film; and Rosemary Harris, such a powerful figure in this universe that merely a shot of her sitting silent at a dinner table, face down, is enough to cause your eyes to well. Aunt May, whose house is getting foreclosed on — “I’m a little behind,” she says, “everybody is” — gives Peter twenty dollars for his birthday, and when he attempts to return it, she cannot contain herself any more, and shouts, startlingly, “don’t you dare give it back.” 

The film’s ultimate dramatic scene occurs between Peter and Aunt May, when Peter confesses everything about the death of Uncle Ben. He makes this confession in a minute-long monologue, in an uninterrupted close-up, beginning to weep behind his glasses, his voice quivering with such intensity that you, the viewer, can almost hear his heart beating. I remembered this moment vividly upon revisiting this film, but I had forgotten the way Raimi concludes it. He does not end the scene with a close-up of Aunt May. That close-up occurs, with the horrified look on her face, but to end the scene there would constitute some sort of emotional reckoning. Instead, Raimi cuts to a wide, and Aunt May exits the scene without saying another word. This exit from the frame is the single most devastating moment in the history of superhero cinema. There is nothing sadder in this world than expecting a close-up and getting a wide. The power of the interrupted close-up comes back when Peter, just about to kiss Mary Jane, hears something going on in the blurry background, and finally regains his Spidey Sense to save Mary Jane from a hurtling car coming in from offscreen, in one of the most startling moments of any action movie of the decade.

Put on any Marvel movie from the past ten years and count the number of close-ups. Odds are, there will be few scenes that have more than one, and there will be absolutely none that are as close as the ones in this film, where an actor’s face encompasses the entire frame, where we are looking at absolutely nothing else. When you film a head in front of a green screen, you can put it anywhere you want in post. But when you film a close-up of an actor in an environment, there is no going back. The irony of the modern superhero apparatus is that the heads are the only crucial part of filming in an entirely green-screen space, and these heads are almost never framed in as much isolation as they are filmed. The close up, then, is a question of commitment.

Another experiment: how many tertiary characters from Spider-Man 2 are instantly familiar to you as soon as I mention them here? Do you remember the sweetness of Rosie Octavius as vividly as I do? Do you remember Bill Nunn’s gruff “five minutes to deadline” newspaper exec? Do you remember Peter’s skeevy landlord, with “ears like a cat and eyes like a rodent?” What about his sweet and clumsy daughter? What about the awkward guy in the elevator with Peter? What about Henry Jackson, who helps Aunt May move house for five dollars, and is getting very tall for a nine-year-old boy? Raimi gives every single one of these characters several choice lines of dialogue, a joke, a tender moment, and indeed a close-up all to themselves. Even J. Jonah Jameson gets a tender moment of reflection in an intimate close-up. This is how the world of Spider-Man 2 feels big without sacrificing any sort of intimacy. What would this world be without all these faces? 

In this film, the faces of ordinary New Yorkers acquire their greatest power in the aforementioned train scene. Spider-Man is finally back, and he must suffer once more to save an entire subway train full of scared people. As the clock ticks down, as he tries and tries to stop the train, he shoots dozens of webs and pulls the speeding train to a halt with all his might, after which he collapses, and his unmasked body is lifted up by a crowd of New Yorkers and laid gently on the ground. And finally, “if you want him, you have to go through me.” I can scarcely watch this scene without shivering. And it’s all built around the exposition of Tobey Maguire’s face, the revelation that Spider-Man is “just a kid, no older than my son,” and that in this moment Peter Parker is the hero, not Spider-Man. Sixteen years later, no superhero film has ever reached the sublime power of this scene. It is simply the greatest scene in the history of the genre. All thanks to Tobey’s dopey face.