[[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!]]]]
* 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.]] Jeez, it's like [[SandInMyEyes glass shards to the eyes...]]
** Also, by the time Peter finds Uncle Ben, he's already dead. [[RealityEnsues There's no last words or any meaningful eye contact between them - he's gone, just like that.]]
** And Peter's reaction to his 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.
** Before that, [[PartingWordsRegret they had an argument]]:
-->'''Uncle Ben:''' 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 where is he?\\
'''Uncle Ben:''' What?\\
'''Peter:''' Where is he? Where's my dad? He didn't think it was his responsibility to be here and tell me this himself?\\
'''Uncle Ben:''' Oh, come on! How dare you?\\
'''Peter:''' How dare ''I''? ''How dare you?!''
** There's also his posthumous voicemail to Peter as well.
** 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.
* Gwen showing up at Peter's house after [[spoiler: her father's funeral]] and desperately asking him why he wasn't there.
* [[AdultFear Everything]] Aunt May goes through, her family slowly being ripped apart first with the Parkers disappearing, then her husband being shot, and her nephew that she raised coming home late at night covered in cuts and bruises. [[spoiler: And then at the end of film, he comes home covered in blood and she just holds him tightly.]]
* Flash's words after Peter slams him against the locker explain a lot about the character in very little time.
-->'''Flash:''' It feels better right? Look, your uncle died. I'm sorry. I get it. I'm sorry.
* [[spoiler:Captain Stacy]]'s death. He starts off as a rather unsympathetic character and grows on you as you see his reasoning, and that he's not just a one-note [[spoiler:take-the-vigilante-off-my-streets copper]], until at last he gets the chance [[spoiler:to stop Peter]], and lets him go. And saves his life. And then gets killed. Also, [[spoiler: Stacy]] asking Peter [[spoiler:to break up with Gwen so that she's not put in danger by the enemies he'll make as Spider-Man]].
* Likewise, the fate of Dr. Connors: pushed into taking the serum when his financial backer shuts him down, it's strongly implied that he had little control over what his lizard-self wanted and did. He is 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 they were about to test it on wounded veterans and he was trying to minimize casualties if the serum went wrong. (And, of course, it did.)