[[quoteright:350:http://static.tvtropes.org/pmwiki/pub/images/spiderman2_0.jpg]]
[[caption-width-right:350: Peter Parker: BrilliantButLazy.]]
->''"I made a choice once to live a life of responsibility. A life she can never be a part of. Who am I? I'm Spider-Man, given a job to do. And I'm Peter Parker, and I too have a job."''
-->-- '''Peter Parker / Spider-Man'''

The second entry in the ''Film/SpiderManTrilogy'', this sequel to ''Film/SpiderMan1'' was released in 2004. Peter Parker 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 "ComicBook/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:
* UsefulNotes/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:ComicBook/DoctorOctopus, who dies destroying his fusion machine so that it won't destroy New York.]]
* AllThereInTheManual: According to the novelization:
** When Spider-Man shows up at Doctor Octavius' failed experiment, Harry assumes he's the reason why it failed.
** Doc Ock thinks he's helping Aunt May by giving her a quick death, rather than a slow one of old age.
** The arms speak to Doctor Octopus. They even regard him as a father, something omitted from the film. The closest it ever gets to that in the movie is when Doc Ock says he hears voices inside his head. They also say things like Spidey interfered in his experiment because he was jealous of Otto's success.
** Uncle Ben appears to Peter frequently, rather than a single dream sequence in the movie.
** The name of the usher played by Bruce Campbell is Waldo. His scene with Peter was originally longer - Peter would web Waldo's foot to the floor, and go in to see MJ's play just as it was coming to an end.
** When Doc Ock tries to rob the bank and Peter abandons Aunt May, she assumes that the reason he runs away is to call the police, rather than out of cowardice.
** The lift scene initially had Spider-Man sharing it with a whole crowd of people, and not just one person. When Peter tells the man he made the suit himself, the novelization tells us he got it from the brother of The Flying Dutchman, the rival wrestler of Bone-Saw, who Peter fought in the first film. He offered his services after Peter beat up Bone-Saw.
** The police couldn't confirm Uncle Ben's murderer because there were no eyewitnesses. Peter couldn't come forward because of his involvement.
** In the opening scene, when Peter is late for his pizza delivery job because of a disturbance, we learn that the disturbance came from a man on a construction site nearly crushed by a falling girder.
** Mary-Jane met John Jameson at Enriques, the diner MJ worked at in the first film. A trucker pinched her bottom and she dumped a plate of spaghetti in his lap. When Enrique demanded she apologise, she was thinking of caving in when John stepped in. His car battery had died, and he was waiting for a tow-truck. He pretended to be an FBI agent causing Enrique to back down, and MJ quit her job. They started seeing each other not long after.
** Mary-Jane's parents have split up since the first film. Apparently Mr. Watson has changed slightly since the divorce.
** MJ's line "You can't get off if you never got on" sounded suggestive in her mind.
** When Peter goes to see a doctor, it's at the university's student health services department. His name is Dr Wally Davis, and he's more emotional in the book. He even sees a therapist.
** Instead of stealing the money to fund his experiment, Doctor Octopus broke into classified government installations for what he needed. They couldn't risk exposure so they couldn't argue. The tentacles also tapped into an illegal power hookup.
** Peter muses that all the women in his life wind up dangling from a ledge sometime. E.g. Aunt May taken hostage by Doc Ock, Mary-Jane during the Green Goblin's attack on Times Square. It also bothers Peter that he always photographs MJ with other men. In the case of John more so, because he hasn't done half of the heroic things Peter has done, and he's still celebrated as a hero. While Spider-Man is demonized by the press.
** Although Jameson is ecstatic that Spider-Man has given up, in the novelization he's secretly not that happy about it, because Spider-Man sells more editions of the Daily Bugle than any other celebrity, and now that he's gone, sales figures for the Bugle have gone into a tailspin.
** When Peter goes to get his suit back, he was secretly listening to Jameson's eulogy before he took it. Apparently, Jameson had it dry-cleaned so it felt better than ever.
** Apparently when Peter was a young boy, he distrusted his Aunt May after his mother died. But in the reconciliation scene, he begins to wonder if May knows his secret. In that same scene, because he moves a desk with ease, that's what prompts him to try and jump the gap between two buildings, thinking his powers have returned. He doesn't fall on a car though.
** Aunt May begins to blame herself for Uncle Ben's death in the film, but in the novelization, Peter wonders is it because Ben is haunting her as well, especially now he's given up Spider-Man. When he confesses his part in Uncle Ben's death, May tells him to leave instead of just getting up and going to her room in silence as she does in the film.
** [[spoiler:What kills Doctor Octopus is when he drowns his experiment, it super-heats the water, broiling him alive. He also goes blind by staring into the eye of the ball of energy without his protective goggles. The tentacles claimed to be afraid that the end had come for them]].
* AllThereInTheScript:
** Peter rents above a TV repair shop. He doesn't live with Harry anymore since Norman's death, and Harry moved back into his father's townhouse. Harry's obsession with Spider-Man was too much for Peter to bear. This is the reason why he gets annoyed with Harry at his birthday party.
** Doc Ock tapped Peter's phone lines. That was how he knew he'd find him at a café with Mary-Jane.
** The reason MJ is so annoyed that Peter missed her play is because he was the one who encouraged her acting ability.
** Harry wonders if Quest, Oscorp's biggest rival, hired Spider-Man to discredit his company.
** Hoffman is the ad manager for the Daily Bugle. That would explain why Jameson is always asking him to patent names for supervillains invented by the Bugle.
** Betty Brant ensures the bum is paid more for the Spidey suit than Jameson was willing to shell out. In a scene omitted from the film, the night staff at the Bugle say that Jameson wears the suit, striking mock heroic poses when he thought no-one was watching. He even walked onto his desk, sticking paper clips to a lamp like it were webbing. Also, the DA's office want the suit to verify it's the real thing, but Jameson won't hear of it.
** MJ confesses to Louise she's marrying John to prove something to her father, and to show Peter what he's missed out on.
** The planetarium party Jameson's hosting is to raise money for the new library of science.
** Part of what fuels Harry's depression is the scientists who witnessed the failed fusion experiment were thinking of suing Harry, because it was funded by Oscorp's money. It also bothers him to see MJ with another man, just like Peter.
* 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.]]
* ArmorPiercingQuestion: When Harry confronts Peter about Spider-Man at the beginning of the movie.
-->'''Peter:''' I want us to be friends, Harry. I want us to be honest with each other.\\
'''Harry:''' Then be honest with me: If you knew who he was, would you tell me?
* 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 its 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.]]
** Peter gets his own later on, when he sees M.J. is about to be flattened.
** [[spoiler:Harry too, when the hallucination of his father screams at him to avenge him.]]
* BittersweetEnding: The film seems like it's about to end on a happy note. Peter has gotten his powers back and he finally gets together with the girl of his dreams. When danger calls, she tells him "Go get em tiger," showing her approval of him being Spider-Man. He goes out to be a hero. But then the movie ends lingering on MJ's face as it becomes solemn, looking sad and uncertain. [[SequelHook Also, there's the whole thing about his (former) best friend finding out he's Spider-Man (the man he blames for his father's death) and discovering his father's Green Goblin gear]].
* 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.
* BreakingTheBonds: When Peter wakes up after being unmasked by Harry, he breaks the cords Doc Ock used without much effort.
* 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.
* DyingAsYourself: Octavius will not die a monster.
* 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.
* HatesMySecretIdentity: Since it's an inversion, Harry Osborn has a grudge against Spider-Man for causing his father Norman's death, but he's still a good friend for Peter Parker. Up until he gets to unmask Spider-Man...
* HeelFaceTurn: After Dr. Octopus discovers Spider-Man is Peter Parker.
* 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 increases by 75%. Wow.
* HowDoIShotWeb: Appropriately enough. In this case, it involves trying to scale an alleyway, but this ends with him spraining his back.
* 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.
* IgnoredEpiphany: Jameson was about to admit that he was wrong about Spider-Man after the latter's absence. When [[HesBack Spider-Man gets his Powers back]], [[LastSecondWordSwap he changes his speech in mid-sentance.]] [[StatusQuoIsGod Going back to his usual demeanor.]]
--> '''J. Jonah Jameson:''' Spider-Man...was a hero. I just couldn't see it. He was a...[looks to see that Spider-Man has stolen back the suit]...a thief! A criminal! He stole my suit! He's a menace to the entire city! I want the wall-crawling arachnid prosecuted! I want him strung up by his web! I WANT SPIDER-MAN!!!
* 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.
* 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.'''
* JustTrainWrong: The 'L' train fight between Peter and Octavius could never happen in real life for a number of reasons.
** Aside from parts of the '''1''' train north of 116th street, all subway lines in Manhattan are buried underground[[note]]There used to be elevated lines, but these were all buried or demolished by the 1950s[[/note]].
** The train is signed as an '''R''' train. The tracks shown in the movie dead-end in Lower Manhattan. The real '''R''' train never goes above ground[[note]]except whenever service disruptions reroute trains over the Manhattan Bridge[[/note]], and its termini are in Queens and Brooklyn.
** There are no New York City Subway cars in active service that have blinker doors. All cars on the active fleet have sliding doors.
** The reason for all of this is because the sequence itself was actually shot in Chicago on their [[UsefulNotes/ChicagoL 'L' system]], using a train of (now-retired) 2200 series cars.
* LampshadeHanging: J. Jonah Jameson does one about Ock's MeaningfulName: "Guy named Otto Octavius winds up with eight limbs. What are the odds?"
* LastSecondChance
* LaughOfLove: Mary-Jane is laughing happily as she runs to Peter's place in her wedding dress, as she's realised that he's the one she truly loves.
* LighterAndSofter: The movie has a lot less blood than the previous film.
* 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.
* MeaningfulEcho:
** "Well, say something..." is first said by Aunt May to Peter when he walks in on his surprise birthday party. The line is later repeated at the end of the film, this time with ''much'' more emotional significance, when [[spoiler:Mary Jane says it to Peter, after stating that she wants be with him regardless of the potential risks]].
** Peter uses Aunt May's words of encouragement to himself in an attempt to make Doc Ock snap out of it and help him stop the fusion reactor. It works.
--> '''Peter''': Sometimes... to do what's right... we have to be steady... and give up the things we want the most... Even our dreams.
* 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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* NoodleIncident: When the garbageman brings in the Spidey suit, J. Jonah Jameson's reaction is "Don't tell me you have the head of an extraterrestrial, 'cause if you do, you're the third one this week."
* NoOSHACompliance: Doctor Octavius is conducting his revolutionary fusion energy experiments in a New York penthouse and there is no shielding of any kind between it and the audience.
* NotSoDifferent: The butler compares Harry to his dad.
-->'''Harry:''' Good night, Bernard.\\
'''Bernard:''' Your father only obsessed over his ''work.''\\
'''Harry:''' Good ''night,'' Bernard.
* TheObstructiveLoveInterest: Mary-Jane.
* OhCrap:
** A nice group example of the snared up police car, seconds before "...it's a ''web''!!"
** After the planetarium party, Spider-Man has one when his web fails mid-swing. He ends up crash-landing in an alleyway.
** [[spoiler:Peter has a wide-eyed one midway through his "I'm back" jump, right before he plummets several storeys into an alleyway and lands hard on a car, injuring his back. OUCH.]]
* 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.
* PsychoticSmirk: Harry, probably by now using his Father's [[spoiler: dodgy human performance enhancers]] has a bit of one when he's briefly shown at the ceremony of Mary-Jane and John's [[spoiler: would-be]] wedding.
* RecycledSoundtrack: Some of the music was reused from the first film. In tandem with some of Creator/DannyElfman's score being reworked or replaced by cues written by John Debney ([[Film/IronMan2 who later did his own Marvel movie]]), Deborah Lurie, Christopher Young and others (Elfman's original music for the runaway train scene is on the score album, the version in the film is redone by Young), [[CreatorBacklash Elfman was so pissed off that he refused to come back for the third movie]] and didn't work with Sam Raimi again for several years.
* 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!
* RepeatedCueTardyResponse: Mary Jane notices Peter sitting in the crowd at her play, and is distracted causing her to miss her cue. The stage manager is just off stage repeatedly whispering "I AM GLAD" to try and cue her line.
* 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.]]" It would end up taking ''twelve years'' for a Doctor Strange [[Film/DoctorStrange movie]] to finally back Jameson up.
** In the hospital scene, the lunging POV shot from the sensors on the tentacles is reminiscent of the POV of the "Evil" in ''Franchise/EvilDead''. A side view of one of the tentacles zooming toward a screaming woman also mimics the "flying eye" gag in ''Film/EvilDead2''.
* SinisterShades: the ones Otto wears when he abducts Mary Jane.
* SkywardScream: "I WANT SPIDER-MAN!"
* [[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 not an incredibly wise decision? And this was ''before'' you went crazy?
* TragicVillain: Dr. Octopus.
* 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.
* 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.
* {{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.
* VillainTeamUp: Played with. For different reasons Doctor Octopus (consistent thwarting) and Harry Osborn (misguided vengeance) have a common enemy in Spider-Man, so they form a loose alliance. Harry may only commit villainous acts toward Spidey, but his deal with Otto knowingly puts the entire city in mortal danger.
* 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.