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6'''WARNING:''' Spoilers are unmarked.
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8* 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]]'' can't bring himself to make fun of Peter in this situation and instead decides to come to him at school [[HiddenHeartOfGold and apologize for being an ass]].
9** Also, by the time Peter finds Ben, he's already dead. [[SurprisinglyRealisticOutcome There's no last words or any meaningful eye contact between them; he's gone, just like that.]]
10** And Peter's reaction to his uncle's death is heartbreaking. He's ''screaming'' for someone to call an ambulance, and plainly has no idea what to do when he's attempting to stop the bleeding.
11** Before that, [[PartingWordsRegret they had an argument]]:
12--->'''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.\
13'''Peter:''' That is nice. That's really... that's great. That's all well and good, so [[DisappearedDad where is he?]]\
14'''Ben:''' What?\
15'''Peter:''' Where is he? Where's my dad? He didn't think it was his responsibility to be here and tell me this himself?\
16'''Ben:''' Oh, come on! How dare you?\
17'''Peter:''' How dare ''I''? ''How dare you?!''
18** Ben's posthumous voicemail to Peter as well.
19** Also the fact that after Peter walks away, Ben went looking for him to help with whatever grief he's feeling. Though May thinks they should give him some time alone, but Ben doesn't want things to be left unsaid.
20*** Plus, Ben must feel guilty for bringing up Peter's father, despite knowing it's a touchy subject for his nephew.
21*** 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 understand what he had to sacrifice just to keep his son safe.
22* Gwen showing up at Peter's house after her father's funeral and desperately asking him why he wasn't there.
23* 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.
24** 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.
25* Flash's words after Peter slams him against the locker explains a lot about the character in very little time.
26-->'''Flash:''' It feels better, right? Look, your uncle died. I'm sorry. I get it. I'm sorry.
27* Captain Stacy's death. He starts off as a rather unsympathetic character but grows on you as you see his reasoning, and that he's not just a one-note take-the-vigilante-off-my-streets copper, until at last he gets the chance to stop Peter/Spider-Man, and lets him go. And saves his life. And then gets killed. Also, Stacy asking Peter to break up with Gwen so that she's not put in danger by the enemies he'll make as Spider-Man.
28** 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.
29* 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).
30** 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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