This time around, ''Peter is constantly suffering and conflicted,'' says Maguire, whose salary leaped $13 million -- up to $17 million -- for this film, which was cowritten by Pulitzer-winning novelist Michael Chabon (''The Amazing Adventures of Kavalier & Clay''). ''He can't do anything he wants personally because of all the Spider-Man stuff.... He's just being pulled apart in every direction.'' So even when Parker tries to stick with ordinary humanity, local tragedies -- not to mention the pesky tentacles of Doc Ock -- soon call him back to heroism. And Dunst's character, Mary Jane Watson, isn't making things any easier. Still in love with the noncommittal Parker, she becomes engaged to another man, an astronaut played by Daniel Gillies.

But Peter Parker, as audiences know him, almost didn't return. Last March, only weeks before filming was to begin, Maguire began to vacillate on reprising the role, citing back injuries that would make the stunts challenging. The actor, who was coming off his role as jockey Red Pollard in ''Seabiscuit,'' asked for the shooting schedule to be reworked. His request was met with raised eyebrows by some in the industry who believed it was a power play for more money. Unexpectedly, Sony skipped right to the why-ask-why stage and within days was ready to replace Maguire with Jake Gyllenhaal (Dunst's current real-life love).

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