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** After Captain Stacy passes, Peter can only scream in despair. Throughout this entire film, he has lost his father, mother and uncle. And now, he's lost another person dear to him, which is proving too much for him to bear.
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* [[AdultFear Everything]] May goes through, her family slowly being ripped apart, first with the Parker men disappearing, then her husband being shot, and her nephew coming home late at night covered in cuts and bruises. And then at the end of film, Peter comes home covered in blood and she just holds him tightly.

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* [[AdultFear Everything]] Everything May goes through, her family slowly being ripped apart, first with the Parker men disappearing, then her husband being shot, and her nephew coming home late at night covered in cuts and bruises. And then at the end of film, Peter comes home covered in blood and she just holds him tightly.
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[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/the_amazing_spider_man_tearjerker.jpg]]
[[caption-width-right:350:''[[PartingWordsRegret "Come on home, Peter. You're my hero... and I love you!"]]'']]

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[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/the_amazing_spider_man_tearjerker.jpg]]
[[caption-width-right:350:''[[PartingWordsRegret "Come on home, Peter. You're my hero... and I love you!"]]'']]
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** Earlier in the movie, after Peter comes home after stopping the car thief(and pretty much gets hit by a bus), Aunt May is waiting up. When she reminds him he had forgotten the eggs, he attempts to go out, but she stops him, begging him to tell her whats going on. Peter tells her she needs to go to sleep and she practically screams that she CAN'T sleep, whether from the trauma of losing her husband or from her constant worry about Peter.
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** Also, by the time Peter finds Ben, he's already dead. [[RealityEnsues There's no last words or any meaningful eye contact between them; he's gone, just like that.]]

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** Also, by the time Peter finds Ben, he's already dead. [[RealityEnsues [[SurprisinglyRealisticOutcome There's no last words or any meaningful eye contact between them; he's gone, just like that.]]
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*** Also, the way Ben says "How dare you?" It's like he's hurt by Peter's very low opinion of his father since he doesn't realize what Richard had to sacrifice just to keep his son safe.

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*** Also, the way Ben says "How dare you?" It's like he's hurt by Peter's very low opinion of his father since he doesn't realize understand what Richard he had to sacrifice just to keep his son safe.
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* The aftermath of [[DeathByOriginStory Uncle Ben's death]] really hits hard in this movie, especially the scene directly following when all Peter can do is listen to the voicemail his uncle left him -- and he can't even do that without [[HeroicBSOD breaking down]]. Hell, even ''[[JerkJock Flash]]'' comes to Peter at school [[HiddenHeartOfGold and apologizes for being an ass]].

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* The aftermath of [[DeathByOriginStory Uncle Ben's death]] really hits hard in this movie, especially the scene directly following when all Peter can do is listen to the voicemail his uncle left him -- and he can't even do that without [[HeroicBSOD breaking down]]. Hell, even ''[[JerkJock Flash]]'' comes can't bring himself to make fun of Peter in this situation and instead decides to come to him at school [[HiddenHeartOfGold and apologizes apologize for being an ass]].
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*** Also, the way Ben says "How dare you?" It's like he's hurt by Peter's very low opinion of his father and not appreciating what Richard had to go through to keep him safe.

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*** Also, the way Ben says "How dare you?" It's like he's hurt by Peter's very low opinion of his father and not appreciating since he doesn't realize what Richard had to go through sacrifice just to keep him his son safe.
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--->'''Ben:''' [[LikeFatherLikeSon You're a lot like your father.]] You really are, Peter, and that's a good thing. But your father lived by a philosophy, a principle, really. He believed that...that if you could do good things for other people, you had a moral obligation to ''do'' those things! That's what at stake here. Not a choice; responsibility.\\
'''Peter:''' That is nice. That's really...that's great. That's all well and good, so [[DisappearedDad where is he]]?\\

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--->'''Ben:''' [[LikeFatherLikeSon You're a lot like your father.]] You really are, Peter, and that's a good thing. But your father lived by a philosophy, a principle, really. He believed that... that if you could do good things for other people, you had a moral obligation to ''do'' those things! That's what at stake here. Not a choice; responsibility.\\
'''Peter:''' That is nice. That's really... that's great. That's all well and good, so [[DisappearedDad where is he]]?\\he?]]\\



* The fate of Dr. Connors. He's pushed into taking the serum when Dr. Ratha shuts him down, and it's strongly implied that he had little control over what his lizard self did. He's horrified when he regains full humanity and sees what he's done. (Yes, he was responsible and deserved punishment, since the choice to take the serum was ultimately his, but sad, even so.)
** What's even worse is he didn't take the serum just ForScience. He took it because Ratha was about to test it on wounded veterans and he was trying to minimize casualties if the serum went wrong. (And, of course, it did.)

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* The fate of Dr. Connors. He's pushed into taking the serum when Dr. Ratha shuts him down, and it's strongly implied that he had little control over what his lizard self did. He's horrified when he regains full humanity and sees what he's done. done (Yes, he was responsible and deserved punishment, since the choice to take the serum was ultimately his, but sad, even so.)
so).
** What's even worse is he didn't take the serum just ForScience. He took it because Ratha was about to test it on wounded veterans and he was trying to minimize casualties if the serum went wrong. wrong (And, of course, it did.)did).
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->''[[PartingWordsRegret "Peter? I know things have been difficult lately and I'm sorry about that. I think I know what you're feeling. Ever since you were a little boy, you've been living with so many unresolved things. Well, take it from an old man. Those things send us down a road... they make us who we are. And if anyone's destined for greatness, it's you, son. You owe the world your gifts. You just have to figure out how to use them and know that wherever they take you, we'll always be here. So, come on home, Peter. You're my hero... and I love you!"]]''

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\n->''[[PartingWordsRegret "Peter? I know things have been difficult lately and I'm sorry about that. I think I know what you're feeling. Ever since you were a little boy, you've been living with so many unresolved things. Well, take it from an old man. Those things send us down a road... they make us who we are. And if anyone's destined for greatness, it's you, son. You owe the world your gifts. You just have to figure out how to use them and know that wherever they take you, we'll always be here. So, come [[caption-width-right:350:''[[PartingWordsRegret "Come on home, Peter. You're my hero... and I love you!"]]''
you!"]]'']]

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[[caption-width-right:350:''[[PartingWordsRegret "Peter? I know things have been difficult lately and I'm sorry about that. I think I know what you're feeling. Ever since you were a little boy, you've been living with so many unresolved things. Well, take it from an old man. Those things send us down a road... they make us who we are. And if anyone's destined for greatness, it's you, son. You owe the world your gifts. You just have to figure out how to use them and know that wherever they take you, we'll always be here. So, come on home, Peter. You're my hero... and I love you!"]]'']]

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[[caption-width-right:350:''[[PartingWordsRegret
->''[[PartingWordsRegret
"Peter? I know things have been difficult lately and I'm sorry about that. I think I know what you're feeling. Ever since you were a little boy, you've been living with so many unresolved things. Well, take it from an old man. Those things send us down a road... they make us who we are. And if anyone's destined for greatness, it's you, son. You owe the world your gifts. You just have to figure out how to use them and know that wherever they take you, we'll always be here. So, come on home, Peter. You're my hero... and I love you!"]]'']]you!"]]''

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