[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/spider-man-2-p.jpg]]

The second entry in the ''Film/SpiderManTrilogy'', this sequel to ''Film/SpiderMan'' was released in 2004. Peter is struggling to find balance in his life, as the increasing burden of being a superhero gets in the way of his relationship with his studies, job, friends, family, and the [[HeroesWantRedheads woman he loves]]. Once the stress begins to affect his powers, he decides to give up being Spider-Man once and for all.

This comes at a bad time, since the brilliant scientist Dr. Otto Octavius (Creator/AlfredMolina) is caught in a FreakLabAccident that not only kills his wife, but also attaches four mechanical tentacles to him. Going insane, he becomes the evil "DoctorOctopus" and is determined to retry the failed experiment on a much bigger scale--ForScience, of course. With the city in danger and his relationship with Mary Jane in doubt, Peter is forced to "get back to work".

Followed by ''Film/SpiderMan3''.
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!!This film provides examples of:
* AcademyAward: The film won for Best Visual Effects, and was further nominated for Best Sound Editing and Best Sound Mixing.
* AIIsACrapshoot[=/=]PsychoPrototype: The tentacles - they tend to do things that protect themselves and Octavius, but are extremely twisted in their ways, and are more keen to destroy in order to get what Otto wants rather than anything else.
* AlasPoorVillain: [[spoiler:DoctorOctopus, who dies destroying his fusion machine so that it won't destroy New York.]]
* AlternativeForeignThemeSong: The Japanese version uses a song called [[http://tu.tv/videos/tm-revolution-web-of-night "Web of Night"]] by T.M. Revolution for the theme song.
* AntiClimacticUnmasking: Played straight and then averted. [[spoiler:The first time Peter loses his mask, the crowd of people don't know who he is. The second and third time it's taken off, Harry, Dr. Octavius, and Mary Jane recognize him.]]
* AntiVillain: Dr. Octopus. Now, when he's bad, he's ''really'' bad. But his whole nature is still so tragic, [[spoiler:and he does [[RedemptionEqualsDeath redeem himself]] in the end.]]
* ArtisticLicenseBiology: The cerebellum, to which Octavius's arms are linked, is a processing center for balance and coordination. Their AI shouldn't have had the means to communicate with Octavius's consciousness or skew his emotions, because it's only motor-related regions of the (conscious) cerebrum that interact with the cerebellum, not its sensory regions or limbic system.
* ArtisticLicenseNuclearPhysics:
** Nuclear fusion really is the process by which the sun generates energy. But a nuclear fusion reactor won't ''look like'' the sun unless it's as ''big as'' the sun (over a million kilometers across). The reason the sun has prominences and a photosphere and sunspots and all the rest is because there are thousands upon thousands of kilometers of hot gas that ''aren't'' undergoing nuclear fusion, sitting on top of the core and obscuring it from view.
*** And, worse, the reactor in the movies doesn't just look like the sun, it looks like the sun ''filmed in X-ray light'' and shown in false color so that we mere humans can see its surface structure. No one except Ock is even wearing glasses to protect their eyes from that sun, though it should have rendered them blind in minutes.
*** On top of that, you'd think that dipping a small sun into a large body of water to quench it down would provoke a devastating explosion of steam, if not outright plasma from all the ionized hydrogen and oxygen.
*** And there's no possible way that a fusion reactor would start pulling towards it everything in the room that isn't nailed down. If the rationale was gravity, see SciFiWritersHaveNoSenseOfScale. If the rationale was magnetism, see SelectiveMagnetism.
*** [[ShownTheirWork Tritium really is an important part of fusion reactions,]] but it's a gas, a special form of hydrogen; the golden crystalline substance shown in the film will make anyone who knows anything about tritium go "...huh?"
* ArtisticLicensePhysics: As pointed out in [[http://www.youtube.com/watch?v=UG9AeEdmXiE this video]], after Doc Ock throws Spider-Man forward, Spidey somehow slows down in midair so he can tackle Ock from behind.
* BadassBystander: Everyone in the train when rise up against Octavius to protect Spider-Man... they don't succeed, but it takes some stones to stand up to a villain with four mechanical arms.
** Peter does this earlier in the film, when ''sans'' powers, he runs into a burning building to rescue a trapped child. He gets her out safely, but unfortunately, then finds out that there were more people trapped on the fourth floor that didn't make it.
* BankToaster: A MorallyBankruptBanker, on top of denying Aunt May and Peter Parker a loan, denies them a coupon for a free toaster! Because of a certain minimum deposit that is required.
* BigNo: Octavius lets a particularly narmful out when he sees the murder and destruction his tentacles have wreaked while he was unconscious, [[spoiler:and then lets another one out as he is dragged underwater with his overloading fusion machine. The second one manages to be fairly tragic, as he had just made his HeelFaceTurn and his last comment was a pledge not to die a monster, with his "NO!" reaffirming this as he sacrifices his life.]]
* BladeBelowTheShoulder: The tentacles have a blade inside them. Which is odd, if you think about it, since the tentacles were built for experiments, not combat.
* BrilliantButLazy: TropeNamer, as used by Octavius when talking to Peter right before the tritium project.
* CasualDangerDialog: In the final scene, [[spoiler:where Peter is unmasked and rushes to save MJ from a falling object.]]
-->'''Peter Parker:''' Hi.
-->'''Mary Jane Watson:''' ''[somewhat disbelieving]'' Hi.
-->'''Peter Parker:''' ''[{{beat}}]'' [[{{Understatement}} This is really heavy.]]
* CallBack: In the first film, Spider-Man attempts to save a woman from a burning building, but it turns out to be Green Goblin wrapped in a blanket and shrieking in falsetto. In this film, Peter - temporarily powerless - braves another burning building to save a child who is wrapped in a blanket, which happens to be green. Get it?
* CombatTentacles: Doc Ock.
* ConspicuousTrenchcoat: Octavius uses one to hide his tentacles when he robs the bank. To be fair, it's the only reasonable way that would be capable of hiding his tentacles completely.
* ContinuityCameo: Dr. Curt Connors appears as Peter's professor (the one who threatens to fail him for being BrilliantButLazy).
* CrucifiedHeroShot: When Spider-Man is pulling back the train, and then after he falls unconscious.
* CutTheJuice
* CyberneticsEatYourSoul: Octavius' tentacles take over his mind.
* DamselOutOfDistress: Aunt May, of all people! When she is captured by Octavius in the building wall fight, she makes sure he knows that she's not going down without a fight by smashing the end of her umbrella into his face. Sure, NeverMessWithGranny, indeed.
* DisposableFiance: John Jameson.
* DisproportionateRetribution: JJJ is ''finally'' convinced that Spider-Man is a hero and was really fighting for the good guys this entire time... up until Spidey takes back his superhero suit from JJJ's office, causing him to accuse Spider-Man of being a thief, [[RuleOfFunny which is funny]], given that Jonah ''scammed the goddamn suit'' off the guy who found it.
** That may have also been relief that [[StatusQuoIsGod their relationship could return to normal again.]]
* DoesThisRemindYouOfAnything:
** Peter's emotional crisis causes him to lose his web-shooting ability. But don't worry. [[LampshadedDoubleEntendre It happens to a lot of guys.]]
** Also "You can't get off if you don't get on." When MJ is telling Peter they can't just pick up where they left off.
* {{Dramedy}}: The film is a very personal coming-of-age story, but also has plenty of laugh-out-loud moments.
* DrowningMySorrows: Harry Osborn, after Octavius' fusion demonstration (financed by Oscorp) malfunctions.
* EarlyBirdCameo: Gwen Stacy is mentioned in the novelization as a classmate of Peter's. Three years later, she's on screen as just that.
* EvilHand: The tentacles have an advanced AI.
* FamilyUnfriendlyDeath: Averted, with the death of Mrs. Octavius. Jagged glass flew at her at incredible speeds, and yet Otto found an intact, wholly recognizable body. On the other hand, while the exact fate of the last nurse Doc Ock dragged under the table is not shown, one has a feeling she isn't screaming in fear of being knocked out.
* FamousLastWords: [[spoiler:"I will not die a monster!"]]
* {{Foreshadowing}}: "My Rosie's dead... my dream is dead... and these monstrous things should be at the bottom of the river... along with me."
** When a Daily Bugle newspaper flies at the screen, informing viewers of Spider-Man's return, one of the other news items reads, "MTA Insider concerned over aging El-Train Safety." Turns out their concerns are justified.
* FourEyesZeroSoul: Doc Ock during most of the film. Though arguably his four eyes are on the ends of his arms...
* GenreSavvy: Robbie Robertson, who pointedly gives Peter a look that he's noticed that Spider-Man ''[[ContrivedCoincidence just happened]]'' to be at the same place as he was.
* GladIThoughtOfIt: JJ "christening" Dr. Octopus.
* GoThroughMe: The train passengers try to protect Peter from Octavius. They fail.
* HandWave: A real fusion reactor would kill people in such close proximity to the reaction, but this is skimmed over to create more dramatic situations and justify Doc Ock's tentacle arms.
* HeldGaze: Peter and Mary Jane continually throughout the movie. In one notable instance that Doc Ock [[MomentKiller destroys]] their mutual HeldGaze presages an AlmostKiss.
* HesBack: Subverted once, although it was easy to see coming, and then played straight. [[http://24.media.tumblr.com/tumblr_m9y6dbNcRw1rc2lkjo1_1280.jpg And this Daily Bugle headline says it all]].
* HoldingOutForAHero: After Peter quits being Spider-Man, crime on New York City increaes by 75%. Wow.
* HowDoIShotWeb: Appropriately enough. In this case, it involves trying to scale an alleyway, but this fails.
* IHaveThisFriend: Peter recounting his loss of powers about his... sorry, his ''friend's'' dream of being Spider-Man and losing his powers to his doctor.
* ICallHerVera: Creator/AlfredMolina gave pet names for the four mechanical tentacles. Harry and Larry were the bottom two, Moe was the top right one and Flo was the top left one.
* IronicBirthday: Peter's birthday party counts as it comes the same day he gets fired from his pizza delivery job.
* IronicEcho: In a blink-and-you-miss-it shot, after Peter tries to maintain a "strong focus on what I want" and jump from one building to another, his powers give out in midair and he comes crashing to the ground, and throws his back out... and we see that the car he landed on was a Ford '''Focus.'''
* LampshadeHanging: J. Jonah Jameson does one about Ock's MeaningfulName: "Guy named Otto Octavius winds up with eight limbs. What are the odds?"
* LastSecondChance
* MadeOfIron: Considering his lack of super-strength, Dr. Octavius survives quite a pummeling in all of his fight scenes with Spider-Man. In addition to the blows from Spidey's super-powered fists, he also gets smashed against a taxi hard enough to dent it and falls 20 stories onto an 'L' train car, all with no injuries.
** Not to mention simply hauling around the ''weight'' of those arms so much of the time without falling over.
* MeaningfulName: "Guy named Otto Octavius winds up with eight limbs? What are the odds?"
* MoodWhiplash: The [[TearJerker extremely touching scene on the train]] where the passengers discover Spider-Man is just a kid is suddenly interrupted by Doc Ock busting in and [[LargeHam yelling "HE'S MINE!"]]
* MoralityChip: On the robotic arms. Predictably, it gets destroyed.
* MorallyAmbiguousDoctorate: Dr. Octopus.
* MorallyBankruptBanker: On top of denying Aunt May and Peter Parker a loan, he denies them a coupon for a [[BankToaster free toaster]].
** And he tries to swipe one of the gold coins flying around the bank, until Aunt May, who could really use it, slaps it out of his hand, with a "shame-on-you" look.
* MultiArmedMultitasking: Dr. Octopus does this when he builds the new sun-generator machine, with his long metallic tentacles.
* MythologyGag: Possibly, with Dr. Octopus holding Aunt May hostage. In the earlier comics, May (true to form at the time) was blissfully unaware that Dr. Octopus was a bad man, in this movie however, it's pretty clear.
** The famous [[http://media.comicvine.com/uploads/10/109340/2731807-_spider_man_no_more.jpg "Spider-Man No More"]] panel is paid homage to when Peter ditches his Spider-Man costume.
*** Likewise, Peter holding up a wall from Octavius' collapsing lair is reminiscent of [[http://1.bp.blogspot.com/_G_hJS6xw534/SwTRZBBukwI/AAAAAAAAApw/41hjLw-PRSc/s1600/spiderman3.gif Spidey lifting up rubble from Octavius' collapsing lair in issue #33 of ''The Amazing Spider-Man'']].
* NeverMessWithGranny: Aunt May, especially when she has an umbrella.
* NewEraSpeech
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* NotSoDifferent: The butler compares Harry to his dad.
-->'''Harry:''' Good night, Bernard.\\
'''Bernard:''' Your father only obsessed over his work.\\
'''Harry:''' ''(irritated)'' Good night, Bernard.
* TheObstructiveLoveInterest: Mary-Jane.
* OhCrap: A nice group example of the snared up police car, seconds before "...it's a ''web''!!"
* OmnidisciplinaryScientist: Octavius is a brilliant nuclear physicist who has nearly perfected a viable source of infinite power from nuclear fusion. On the way, he has also made revolutionary breakthroughs in robotics and software engineering to create his intelligent arms. Not only that, but he must have developed an extremely effective power source even before the fusion reactor just to power the extremely strong arms.
* TheParagon: Aunt May points out to Peter that Spider-Man is a symbol of hope to people who are in the face of despair and that you trust him when he tells you to hold on for just a minute longer, and that even the boy across the street wants to be Spider-Man when he grows up.
** This saves Peter at the end when the people on the train rally against Octavius to protect an unconscious Peter, seeing him unmasked and realising that the hero putting himself in harms way to save them is "just a kid, no older than my son".
* PostVictoryCollapse: A very moving one after Spider-man [[spoiler:stops the runaway train]] and is kept from falling by the very people he just rescued. Unfortunately he's in no condition to [[spoiler:fight off Doc Ock again when he arrives to kidnap him afterward.]]
* PsychosomaticSuperpowerOutage: Peter loses his powers due to being unconsciously conflicted about whether or not to keep being Spider-Man.
* RecycledSoundtrack: Some of the music was reused from the first film.
* RedemptionEqualsDeath: [[spoiler:Dr. Octavius has to drag the reactor with him into the river to stop it from destroying New York.]]
-->'''[[spoiler:Doc Ock:]]''' I will not die a monster!
* RooftopConfrontation: Subverted. A fight between Spider-Man and Octavius begins on the roof of a building, but they end up chasing each other all over the city.
* RunawayBride: MJ leaves a ''note'' to let the groom know he's been abandoned at the altar.
* ShakyPOVCam: It's a Sam Raimi movie, what did you expect?!
* ShoutOut: Hoffman mentions "Comicbook/DoctorStrange" as a potential name for Doc Ock. Jameson admits that it's good..."[[MythologyGag but it's taken.]]" Sadly, a ''Doctor Strange'' film to back Jameson up ''still'' has yet to appear.
** In the hospital scene, the lunging POV shot from the sensors on the tentacles is reminiscent of the POV of the "Evil" in ''EvilDead'' and its sequels. A side view of one of the tentacles zooming toward a screaming woman also mimics the "flying eye" gag in ''EvilDead2''.
* SinisterShades: the ones Otto wears when he abducts Mary Jane
* [[ThirtyMinutesOrItsFree Twenty Nine Minutes Or It's Free]]: Played straight with the opening sequence
* ThisIsYourBrainOnEvil
* TooDumbToLive: Dr. Octavius, we know you have incredible confidence in your machine, but at the same time, did you ever stop to think that maybe conducting a test on an experimental ''fusion reactor'' in New York City - where there are over 20 million people - was an incredibly wise decision? And this was ''before'' you went crazy?
* TrainStopping: Peter uses webs as a stretch net to brake the train to a stop
** Funny enough, it actually becomes TruthInTelevision about 10 years later from a research conducted. Apparently, using the webs to stop the train can actually [[http://news.yahoo.com/spider-mans-silk-really-could-stop-train-132413486.html work]].
* TraintopBattle: Including a runaway train.
** If any irony, the entire train fight is a case of [[TheWindyCity Chicago doubling]], as the scene was filmed on Chicago's 'L' system: the only elevated tracks in the Manhattan portion of the subway are parts of the '''1''' train in Upper Manhattan. Furthermore, [[http://www.chicago-l.org/multimedia/Spiderman2/images/Spiderman2-2200s01.jpg the trains have fold-in doors]], when [[http://www.nycsubway.org/perl/show?98544 New York City Subway cars that are currently used in revenue service]] have sliding doors.
* {{Unobtainium}}: Oscorp's tritium.
** Although it is an unusual example, since tritium is a real substance and is used in some fusion experiments. However, real tritium is nothing like the substance portrayed in the movie, and it effectively functions as Unobtainium that just happens to have a semi-accurate name.
* UncomfortableElevatorMoment: Provides the page image. One of the funniest examples too. An alternate version happens in the extended cut.
* UnderTheTruck: Spidey is chasing two crooks in a car and naturally, a truck pulls out in the way. Rather than slide under, Spidey swings through the gap between the cab and trailer.
* WalkingShirtlessScene: Doctor Octopus, thanks to the way those arms are stuck on him.
* [[WhatCouldPossiblyGoWrong What Could Possibly Go Wrong]] with that nuclear experiment?
* WhenThingsSpinScienceHappens: The reactor.
* YouKilledMyFather: The reason Harry wants revenge on Spider-Man. He even [[InvokedTrope says it, word-for-word,]] towards the end of the film.