The fact that 'Spider-Man 2' isn't number one on this list is a bit of a travesty, huh? After all, Sam Raimi's second outing with the web-slinging hero is as perfect as superhero movies get, nailing everything that's great about its hero without sacrificing the unique tone established by the first film. How exactly does Raimi pull off a movie that's simultaneously goofy, melancholy, romantic, frightening, melodramatic, crazily intense and emotionally fulfilling? Some kind of cinematic alchemy, apparently. Watching 'Spider-Man 2' is like watching a dozen different movies at once, each of them complementing the others. It showcases the unlimited potential of this genre by recognizing how silly a superhero is while asking you to care deeply about his personal plights. Most of all, it has a huge heart, powered by people who truly love Spider-Man but aren't afraid to break the rules of the character's comic universe to make a better film. 'Spider-Man 2' is a masterpiece.