SPIDER-MAN 2 (PG-13, 120 minutes)

A graceful blend of character study and ravishing action-fantasy, "Spider-Man 2" continues the story of mild-mannered Peter Parker (Tobey Maguire) and his alter ego, who swoops between Manhattan skyscrapers on sinewy webbing to rescue ordinary folks from evildoers. In keeping with the film's fantastical concept, the mayhem is rarely bloody or graphic, though it is quite harrowing and so loud it vibrates. Though not for under-10s, many tweens will be able to handle the intensity. The toughest scenes include one in which the villain, Doc Ock (Alfred Molina), lashes out to kill doctors trying to remove his robotic tentacles and an implied impalement on a glass shard. Doc Ock hurls a car through a diner window, fights Spider-Man atop a speeding train (totally cool) and takes characters hostage. We also see a child cowering in a burning building.

The film weaves artfully between the spectacular and often beautiful action sequences (part live footage, part computer-enhanced) and poignant, near-poetic encounters that show Peter's conflicted feelings about his sense of duty and his love for Mary Jane (Kirsten Dunst). He feels he cannot endanger her or his beloved Aunt May (Rosemary Harris, who gives a lovely speech about heroism) by revealing his secret. Of course, as the story unfolds, they all encounter Doc Ock, a great physicist whose experiments turned him into a monster.

DE-LOVELY (PG-13, 125 minutes)

This musically rich, chic and meticulous portrait of Broadway composer-lyricist Cole Porter will appeal to theater-crazy teenagers of a retro sensibility. But even Alanis Morissette, Elvis Costello and Sheryl Crow, singing Porter gems such as "Let's Misbehave" and "Begin the Beguine," can't mask the film's airless, stagy quality. Though rated PG-13, it is not for middle-schoolers, as it includes much sexual innuendo about Porter's homosexuality and shows the awful riding accident that crippled him. A reference to a miscarriage shows a bloodied dress; characters smoke and drink heavily.

"De-Lovely" begins with Porter (Kevin Kline) as a lonely old man. A director friend (Jonathan Pryce) takes him to a theater where performers fill the stage, singing his songs and reenacting events in his life. The film flashes back to Porter as a dapper fellow at a 1920s party in Paris singing one of his witty tunes. He meets the socialite Linda (Ashley Judd), who thinks he should write for Broadway. They marry, though he tells her he has male lovers. It's a rocky pairing yet a loyal, loving and artistically triumphant one.

BEFORE SUNSET (R, 80 minutes)

For high-school cinema buffs who don't find the prospect of 80 minutes of chaste romantic chitchat tiresome, "Before Sunset" offers many pleasures. Among them is that it feels rather like a foreign film but is in English. It could bridge the gap for discerning high schoolers and perhaps pique their curiosity about French films. "Before Sunset" earns its mild R with profanity, a semi-explicit discussion of sex, a rude hand gesture and the implied prospect of marital infidelity.

The belated sequel to "Before Sunrise" reunites the brash American Jesse (Ethan Hawke) and ethereal Frenchwoman Celine (Julie Delpy) nine years after their encounter on a train and their night of talk and romance in Vienna. Now a writer, Jesse has penned a barely fictionalized novel about their affair; while promoting it in Paris, he sees Celine at a bookstore. They have an hour and a half to perhaps reignite their flame before he must catch a plane. The actors and director Richard Linklater collaborated on the spontaneous-sounding, achingly bittersweet script.