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Characters: The Amazing Spider-Man Series
aka: The Amazing Spiderman
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Protagonists

     Peter Parker / Spider-Man 
Click here  to see Spider-Man

"You seriously think I'm a cop in a skintight red and blue suit?"

Played by: Andrew Garfield

A soft-spoken and awkward nerd from Queens, Peter has been lovingly raised by his aunt May and uncle Ben ever since his parents disappeared when he was a little kid. The resurfacing of some of Richard Parker's mysterious research prompts Peter to look for his father's former colleague Dr. Curtis Connors at Oscorp, where an encounter with a genetically altered spider changes his life forever.
  • Adopt the Dog: While he was never a bad guy to begin with, his actions after gaining his superpowers were extremely self-centered and revenge-driven. It's not until he saves dozens of people from the Lizard's initial rampage that he really gets to becoming The Hero.
  • All Webbed Up: Does this to his enemies sometimes.
  • Alliterative Name: Peter Parker.
  • Animal Motif: The spider.
  • Animal-Themed Superbeing: Spider-Man
  • Anti-Hero: Peter starts off only stopping criminals because he's looking for Uncle Ben's killer. He grows more selfless after hearing Gwen's father dismiss him as "some vigilante who only has a personal vendetta" and then saving a small child during the Lizard's first attack before he finally settles into the Classical Anti-Hero he's known as after the death of George Stacy.
  • Apologetic Attacker: After first discovering his powers after taking a nap on the subway, he gets into a fight unintentionally on the train (see Spider-Sense), apologizing to all of the people he's beating up.
  • Arachnid Appearance and Attire: Not to the degree of the first live-action film trilogy, since the webbing is not organic, but still typical of Spider-Man.
  • The Atoner: Probably after Uncle Ben is murdered, but he mainly becomes Spider-Man to seek Revenge against the murderer. More explicitly one (taking responsibility) after helping create the Lizard.
  • Badass: He's Spider-Man, after all.
  • Badass Bookworm: He's like his comics counterpart; a geeky Nice Guy who can solve your hardest algebra problems before breakfast is over, while handing criminals their asses using his superhuman combat skills.
  • Big Eater: Up to Eleven the night he gains his powers.
  • Brains and Brawn: The Brawn to Gwen's Brains when they team up against the bad guys. He takes care of the physical part, such as fighting the Lizard and distracting Electro.
  • Brown Eyes: And hair, further characterizing Peter Parker as an average guy.
  • Bruiser with a Soft Center: As the first movie progresses, he starts to grow out of his Smug Super tendencies.
  • Building Swing: A staple of the character, as the Trope Codifier.
  • Bulletproof Fashion Plate: Averted. In the first movie, Peter ends up with several bruises on his face from his crime-fighting, one even before he gets his powers. They last most of the movie, taking a realistic (if slightly accelerated) time to heal, and causing characters to wonder what he's getting up to. The cuts on his chest likewise don't magically heal from one scene to the next.
  • But He Sounds Handsome: Peter vehemently defends Spider-Man when Captain Stacy criticizes him, stating that while he doesn't believe Spider-Man is exactly a hero, he seems to be just trying to help.
  • Butt Monkey: It is Spider-Man, after all.
  • Cannot Spit It Out: Peter has a huge problem with saying what he needs to. When he does, he relapses into a stuttering mess.
  • Cassandra Truth: Played with. Peter tries to warn Captain Stacy that Dr. Connors is the giant lizard that has been terrorizing the city, and that he transforms himself into a lizard thanks to his transgenics research. Stacy mocks him and seems to brush it off, but he actually requests research on Dr. Connors as soon as Peter leaves the police station; he thinks Peter sounds nuts, but he's willing to look into it anyway.
  • Catch Phrase: "You gotta be kidding me."
  • Combat Pragmatist: It's easy to become one when you can shoot webs at your opponents.
  • Comes Great Responsibility: The movie's version of the mandate initially leans more toward "Do what you can to help other people" than "Do what you do for others before yourself," though both aspects are explored. He starts out as Spider-Man thinking of himself first by being motivated by Revenge, but learns to work for the greater good.
  • Cool Board: A new addition to Peter's talents is skateboarding. His first test of his powers comes when he tries skateboard tricks with them for one sequence. However, nobody at school treats him like he's cool for having a skateboard, and the one time he shows off his moves, he's in a deserted area.
  • Create Your Own Villain/Unwitting Instigator of Doom: In the first film, he forks over Ben Parker's Decay Rate Algorithm to Connors, which leads to the creation of the Lizard. In the sequel, his friendly conversation with Max Dillon causes the latter to become obsessed with Spider-Man and superheroics, eventually contributing to the accident that turns him into Electro. Peter indirectly made his own enemy.
  • Deadpan Snarker: As Spider-Man.
  • Death Wail: He lets one out after George Stacy dies.
  • Determinator: He takes a pretty bad bullet wound before the final fight. It doesn't stop him from getting to Oscorp Tower and taking on the Lizard.
  • Does Not Know His Own Strength: He causes a lot of damage when still getting used to his powers. Played for Laughs for the most part. Not so much after he has a fight with Uncle Ben and shatters the door glass upon storming out. Cue awkward silence and Uncle Ben opening the door to follow him.
  • Dork Knight: It shows through a little as Spider-Man.
  • Drama-Preserving Handicap: As a general thing, his webshooters are constantly damaged in some way, subbing in for the "out of fluid" problem constant in the comics.
    • In the first movie, two. First, getting shot in the leg, affecting his ability to get to Oscorp unassisted, and in the last fight with the Lizard, his webshooters are crushed.
    • In the sequel, one of his webshooters is fried by Electro, but he manages to defeat him and save many bystanders nevertheless. Averted in the final battle.
  • Enter Stage Window: Both times he visits Gwen, he enters through her bedroom window. In the first time, he claims he got there through the fire escape (twenty stories) because he's frightened of the doorman. In the second time, she already knows he's Spider-Man so he doesn't have to come up with any excuse.
  • Establishing Character Moment: Trying to help the kid that's being bullied and ending up being beat up in his place.
  • Fragile Speedster: Peter is much stronger than a normal human, but is much weaker than the Lizard, or Electro.
  • Friendless Background: He makes no friends at school except Gwen. But Flash Thompson gets more chummy with him by the end, if not exactly becoming a close friend. Later, Harry Osborn is retconned in as a Childhood Friend, possibly his only friend before Gwen.
  • Gadgeteer Genius: He's good enough to create the web-shooters all by himself.
  • Genius Bruiser: At the top of his class, and still tough enough to take on genetically-enhanced nutcases with his own two hands.
  • Healing Factor: He does have one, but it's dialed way back compared to some versions. It takes him a day or two to recover from some of the more serious beatings. He is able to heal from a gunshot to the leg and large cuts to his chest with only first aid, though. Elaborated a little more in the second film as a property of the spider that bit him.
  • Heartbroken Badass: After Gwen's death in the second movie.
  • Heartwarming Orphan: He turns out to be a really good person in spite of the deaths of his parents.
  • Hero with Bad Publicity: Initially. He seems to get more and more admirers with time.
    • By the time 2 comes around, he seems to have gathered quite a fanbase, including a kid with his own version of the costume. Doesn't stop Jameson from trying to smear him, though.
  • Heroic BSOD: In the sequel, he enters one for five months after Gwen's death, being too depressed to even be Spider-Man during that time.
  • Heroic Spirit: Even before he gains his powers, he already displayed shades of this. He seems to be losing himself and becoming selfish once he becomes powerful, but he eventually grows out of it, regains his Heroic Spirit and develops it.
  • Hollywood Nerd: Averted. Peter is probably one of the most realistic portrayals of a high-school nerd to date.
  • How Do I Shot Web?: Overlaps with Does Not Know His Own Strength. Also played a bit more literally with him creating the webshooters.
  • Hurting Hero: When he can't save someone, it really gets to him.
  • I Let Gwen Stacy Die: The death of Uncle Ben, which he could've prevented had he stopped the robber. At the end of the first movie, this is also how he feels about Captain Stacy. And true to form, the Trope Namer herself is the biggest instance of this, bringing about a serious Heroic BSOD.
  • I Shall Taunt You: A master of battle insult.
  • It's Not You, It's My Enemies: Captain Stacy makes him promise to pull this on Gwen to keep her safe. They eventually got back together in the sequel, but Peter tried to pull this again because he felt guilty, only for Gwen to break up with him instead because she couldn't live with his constant doubts, subverting the trope.
  • Le Parkour: His acrobatics and physical prowess are somewhat similar to this.
  • Loners Are Freaks: Why he is bullied, since he is less of a stereotypical Hollywood Nerd in school (he shows his geeky side in private instead).
  • Lovable Nerd: Like every other version of the character.
  • Masked Luchador: Invoked. Peter gets the inspiration for his Spider-Man mask from a lucha libre poster.
  • Megane: Peter wears his father's glasses from time to time. He looks absolutely Adorkable with them on.
  • Mythology Gag: Peter spends some scenes wearing his clothes from The Spectacular Spider-Man.
  • Nice Guy: Aunt May goes out of the way to note how inherently good he is. The only time he doesn't count as this is when he picks up the Jerkass Ball in the first movie.
  • Ordinary High-School Student: Up until he gets bitten by a genetically-engineered spider, that is.
  • Parental Abandonment: His parents left him with his aunt and uncle to keep him safe from harm when they realized someone dangerous was after them. They both died before they could reunite with their son.
  • Personal Gain Hurts: Peter uses his new powers to get back at Flash and sets off a chain of events that ultimately lead to Uncle Ben's death (hinging on Peter thinking of himself first before others).
  • Primary-Color Champion: As per usual his costume sports red and blue prominently.
  • Puppy-Dog Eyes: In the sequel, after they've broken up and laying ground-rules about being just friends, Gwen notes that Peter has to stop looking at her like he does with "those big doe eyes".
  • Revenge Before Reason/Roaring Rampage of Revenge: His first ventures as Spider-Man focus solely on avenging Uncle Ben's death. He goes around chasing any criminal who might be the killer and loses interest if they're not the right one, even botching police operations in the process. He eventually grows out of it.
  • Sad Clown: Much like his comics counterpart.
  • Science Hero: This side of Spider-Man definitely gets much more emphasis in this movie. Midtown High is even renamed Midtown Science High to emphasize this (and it makes sense since a lot of public high schools in America are now getting renames like this, especially if they're a charter school or a public magnet school).
  • Screw the Rules, I'm Doing What's Right: "Maybe he [Spider-Man] is trying to do something the police can't!"
  • Shonen Hair: He often has some serious bed-head going on.
  • Single Woman Seeks Good Man: Gender-flipped, he's head over heels for Gwen.
  • Sinister Shades: He evokes the trope in his first disguise before creating the Spider-Man suit.
  • The Smart Guy: He's able to figure out how to construct a costume and create functional webbing based on research and a bit of elbow-grease. While still intelligent, he's less of this trope in the second movie due to Gwen taking on the role.
  • Smart People Wear Glasses: He wears his dad's eyeglasses on occasion.
  • Smug Super: After gaining his powers. Even after Uncle Ben's death. It wasn't until saving people from falling off a bridge during the Lizard's first rampage that he cleaned up his act.
  • Socially-Awkward Hero: Just look at his early interactions with Gwen.
  • Spandex, Latex, or Leather: Spandex. He picks it from athletic suits. Which is Fridge Brilliance considering the amount of acrobatics he does and his ability to dodge bullets (most of the time, at least).
    (searching for athletic apparel) Spandex. Spandex. Everything is spandex.
  • Specs of Awesome: Unlike other versions of the character, his Spider-powers don't do anything to cure his eyesight disorders. Even after he becomes Spider-Man, Peter still keeps using glasses and contacts. Also, Spider-Man's eyes are mirrored lenses.
  • Speech Impediment: He's prone to stuttering when nervous. And that happens a lot.
  • Spider-Sense: Its a bit hard to tell, but it is there. It even made him react automatically when he couldn't control it yet. Called out a bit more in one scene when he senses Electro long before Electro has even done anything malicious or dangerous.
  • Stealth Hi/Bye: When confronting the car thief, he escapes out the car in the time it takes the thief to slip out the window, and attacks him from behind.
  • Super Strength: His physical strength greatly improves when he gains his powers. It's a bit too early to tell how strong he is, but he is at least able to hold onto the weight of a large van.
  • Super Toughness: He definitely has it or he would have died halfway through the movies. He has been slammed into brick walls, blasted through dry wall, hit by an improvised explosive (albeit made from a school chemistry set), fallen from hundreds of feet, and gotten hit by a taser and shrugged it off a few minutes later. He also has managed to handle electric shocks and still keep fighting. However, he is not Immune to Bullets nor can he handle being cut by sharp objects (though he survives crashing through windows unscathed).
  • Tall, Dark and Snarky: Mostly as Spider-Man.
  • Teen Genius: Creates his own automatic lock, a police scanner and his own web-shooters. He is also considered the (second) smartest person in his school (after Gwen).
  • This Is Gonna Suck: His expression right before and when he calls Flash by his real name in order to make him stop bullying a kid and turn him against Peter instead. It works. Ouch.
  • Took a Level in Dumbass: Downplayed but he does seem a little more clueless in the second film where Gwen not only seems more mature than him (as she had in the first film too) but also outright smarter (having to remind him of some pretty basic science at the climax after he'd spent much of the film getting nowhere).
  • Vapor Wear: Andrew Garfield has admitted that, during Spidey scenes, the suit is all he wears.
  • Vigilante Man: Spider-Man is initially seen as this by the police. They don't like it.
  • Visual Pun: When Peter is working with Dr. Connors using the holographic interface, several lines that look like webbing connect to his fingers.
  • Wake Up, Go to School, Save the World: Though by the time of the sequel, he's at college, meaning his schedule is a little more lenient.
  • Wall Crawl: Naturally, his primary ability as Spider-Man.
  • Where Does He Get All Those Wonderful Toys?: He wove his suit himself taking inspiration on athletic suits; the web fluid is actually developed by Oscorp as a "biocable", but the webshooters are entirely his own creation.
  • Wrestler in All of Us: Despite not starting as one, he does do a frankensteiner on a car thief.
  • You Fight Like a Cow: He'll drop an insult at least once a fight.

     Gwen Stacy 

Smart, charismatic and confident, Gwen is the chief intern at Oscorp, working in the same department as her mentor Dr. Connors, and takes her job very seriously. She becomes Peter's first and only real friend at school, and they awkwardly and clumsily grow closer to each other. Her life takes a complicated turn as she watches both Peter and Dr. Connors undergo radical transformations and finds herself becoming Peter's Secret Keeper.
  • Action Survivor: She takes from her father in bravery and ability, but isn't badass enough to be a full-fledged Action Girl.
  • Adaptational Intelligence: Comics Gwen was always depicted as bright but film Gwen is brilliant: school valedictorian, head hunted by Oxford, teen scientist...
  • Adorkable: Gwen has her moments, like the whole "wanting to live in a chocolate house" thing.
  • All Women Love Shoes: She has a lot of shoes in her room. Peter awkwardly points it out.
  • The Big Damn Kiss: Peter pulls her close with his webshooters and kisses her, when she's walking away, and without warning. By the way, that's how he tells her he's Spider-Man too.
  • Badass Bookworm: In The Amazing Spider-Man, she makes sure the cure is ready and improvises a flamethrower to drive the Lizard away from her. More so in the sequel, in which she defeats Electro by restarting the power grid and causing him to overcharge.
  • Bookworm: Her room is filled with lines and lines of books.
  • Brains and Brawn: The Brains to Peter's Brawn when they team up against the bad guys. She takes care of the logistics part, such as finishing the cure and controlling the surge of electric power.
  • Comically Missing the Point: When Peter first tries to tell her he's Spider-Man (not that he managed to say it anyway).
    Peter: I've been bitten...
    Gwen: Me too...
  • Da Chief: For the Oscorp interns. She's the one who tells you to Turn in Your Badge when you're caught sneaking off the tour.
  • Damsel out of Distress:
    • She directly ignores Peter's order to leave Oscorp, instead deciding to help make sure everyone escapes the building before the Lizard gets there, and staying to make sure the cure is finished. When she's hiding from the Lizard in Oscorp, she has a lighter and an igniting agent handy, just in case she gets caught.
    • As in the comics, being a Damsel out of Distress or even a rescued Distressed Damsel is subverted in the most heart-wrenching way in the second movie.
  • Dating What Daddy Hates: The daughter of the Da Chief is dating a vigilante, but it's not that she intended to.
  • Did I Just Say That Out Loud?: She has a moment like this when she blurts out Peter's name while he's dressed as Spider-man in the middle of the street. Luckily, no one heard.
  • Dropped a Bridge on Him: Considering how important she was to the movie, her sudden death at the end of The Amazing Spider-Man 2 can come off as this (ironically, though a bridge may have been dropped on her, she was NOT dropped off a bridge like in the comics).
  • First Love: To Peter.
  • Flanderization: Her intelligence and scientific skills in the second movie are amped up when compared to the comics or even the first film.
  • Foreshadowing: In the second film, she gives a valedictorian speech opening on the premise that they, the graduates, are not immortal. Ouch.
  • Genre Savvy: When Peter tries to break up with her and refuses to tell her why, Gwen figures out that her father had asked him to as a dying request.
  • Hair of Gold, Heart of Gold: A blonde and a very nice girl.
  • Heroic Bystander: When the Lizard attacks the school, she hits him on the head with a school trophy to help Peter.
  • Hot Scientist: At Oscorp.
  • Kill the Cutie: At the end of The Amazing Spider-Man 2, in the same manner as she died in the comics.
  • The Lancer: She's the closest thing that Spider-Man has to a sidekick.
  • Little Miss Snarker: Less due to the script and more due to it being Emma Stone, a master of improv.
  • Love Interest: For Peter as of the end of the first film.
  • Nerds Are Sexy: Deliberately called attractive by both Aunt May and Uncle Ben, and is working in the science division at Oscorp.
  • Nice Girl: A defining trait of hers. She went out of her way to be Peter's girlfriend and is also the first person to be aware of his Secret Identity.
  • Private Tutor: She tutors Flash in the first movie, although in which subjects is not mentioned. She uses this to embarrass him enough to get him to stop bullying Peter.
    "I hope you've been doing your homework. Last time I was very disappointed in you."
  • Secret Keeper: Peter lets her in on his secret identity.
  • Sweet Tooth: Apparently she love chocolates so much that she once wished she could live in a chocolate house.
  • The Smart Girl: More intelligent than Peter, at least in the second film. Emma Stone even analysed their relationship in an interview for Total Film:
  • Two First Names: Gwen and Stacy are both common given names.
  • What the Hell, Hero?:
    • Lays one on Peter after the death of her father for not going to his funeral, but forgives him after she pieces together that her dad must have told him to stay away from her and therefore, keep her safe as his dying wish.
    • She gives him several more throughout the second film due to increasing bad decisions on his part.
  • Zettai Ryouiki: Gwen seems to have quite a fondness for knee-high boots with thigh-high socks and skirts.

     Captain George Stacy 
"Thirty-eight of New York's finest, versus one guy... in a unitard?"

Played by: Denis Leary

  • Adaptational Villainy: More like Adaptational Antagonism. In the comics, he was openly supportive of Spider-Man. Here, he considers him a dangerous vigilante.
  • Badass In Charge: Of the NYPD.
  • Badass Normal: Apparently there is a very small degree of Authority Equals Asskicking. Though he doesn't really get his moment until very late in the movie, when he takes on The Lizard one-on-one armed with just a shotgun and liquid nitrogen. However, it doesn't end well...
  • Big Damn Heroes: He shows up just in the nick of time to save Peter's ass from the Lizard, armed with nothing but a shotgun.
  • By-the-Book Cop: Who isn't pleased by the presence of a vigilante running in the streets.
  • Da Chief: Highly respected by the NYPD. Even after his death.
  • Deadpan Snarker: Definitely has his moments.
  • Death by Secret Identity: He dies not long after learning Spider-Man's real identity. Unusual in that he's a Hero Antagonist rather than a villain.
  • Donut Mess with a Cop: Defied. "Do you think we just sit around and eat doughnuts all day?"
  • Genius Bruiser: While not on the same levels as Peter and Gwen, just by knowing what he's up against, he knew that using his gun to set off the CO 2 around Conners would freeze him, slowing down his regeneration in the process. That only slowed the Lizard down though.
  • Good Is Not Nice: He's a By-the-Book Cop to the end. That doesn't mean he has time to play nice.
  • Good Parents: To Gwen. He really does love his daughter (see Papa Wolf below).
  • Hero Antagonist: He wants Spider-Man arrested, even though Peter's the only one who can conceivably stop the Lizard.
  • Heroic Sacrifice: Holds off the Lizard with his shotgun for Peter to release the cure and ends up impaled by Lizard's claws.
  • Impaled with Extreme Prejudice: By the Lizard's claws.
  • Jerkass Has a Point: He also has good reason to hate Spider-Man since his vigilante-style form of punishment is interfering with the cops' methods and techniques to uncovering bigger operations. Not to mention when he discovers that Peter is really Spider-Man and what his motives are, he not only lets him go after initially capturing him, but proceeds to take on the The Lizard all by himself with a shotgun to both assist Peter in saving the city and risk his life for him.
  • Jerk with a Heart of Gold: He might hate Spider-Man, but he does love his daughter and is a competent cop. He also lets Spider-Man fight the Lizard after revealing his identity to him.
  • Killed Off for Real: By the Lizard.
  • Last Request: Dying from the Lizard's claw wounds, he asks Peter to stay away from Gwen, to keep her safe from his dangerous double life. Notably, this is the inverse of what he told Peter to do in the comics, where he said that Peter needed to look out for her more than ever.
  • Papa Wolf: He's very protective of Gwen, initially hesitant about researching Dr. Connors's background because he is his daughter's mentor and the one who wrote her college recommendation letter, and one of the primary reasons he stops his pursuit of Spider-Man is because Gwen is in Oscorp Tower, where the Lizard is heading to, and Spidey can help her. And then there's his Last Request.
  • Police Are Useless: Averted - he's a highly competent cop, and even briefly holds his own against the Lizard.
  • Properly Paranoid: His telling Peter to stay away from Gwen in order to keep her safe is shown to be completely justified, since Gwen dies due to being associated with Spider-Man.
  • Reasonable Authority Figure: He might be a total Jerkass when it comes to Spider-Man, but he does have some definitive points, and is willing to listen to criticism and follow up on leads, such as researching Dr. Connors after Peter tips him off about his transgenesis experiments, in spite of snarking that Peter was playing up a Godzilla joke. He also seeks an arrest warrant on the only confirmed anomaly in the bridge fiasco, Spider-Man, whether to place him in jail or to uncover what actually happened.
  • Screw the Rules, I'm Doing What's Right: After learning Spidey's true identity and his motives, he immediately calls off the manhunt, without giving any real explanation to his officers. In his final moments, he voices his support for Peter.
    "I was wrong about you, Peter. This city needs you."
  • To Be Lawful or Good: Captain Stacy highlights the difference and places himself firmly on Law after Peter says Spider-Man stands for the same thing as him, protecting innocent people. Ends up making an exception for Good towards the end of the movie.
    "I stand for law and order, son, that's what I stand for. I wear a badge, that guy wears a mask like an outlaw."

Supervillains

     Doctor Curtis Connors / The Lizard 
Played by: Rhys Ifans

One of Oscorp's leading scientific minds and Gwen's mentor. He used to work alongside Peter's father, Richard Parker, and they were engineering a revolutionary serum to re-grow limbs and human tissue, which would change the lives of millions — including that of Connors himself, who lost his right arm. Richard, however, disappeared and was found dead taking a good part of the research with him, rendering Connors unable to finish the project by himself — until Peter entered the scene.
  • Adaptation Dye-Job: Commonly depicted as dark-haired, but blond-haired in the movie.
  • Adaptation Explanation Extrication: In a deleted scene from the film, he says that he heard about Ben Parker's death, and consoles Peter. This is absent from the theatrical cut, making it confusing how the Lizard knew that Ben was dead when he mocks Peter.
  • Alliterative Name: Like many characters that were introduced during the initial run of the comic.
  • The Atoner: Implied after the final battle, where he saves Peter and willingly turns himself into the police. The Stinger reveals that there is a precedent for this - several characters have implied he was more involved in Richard and Mary Parker's death than he lets on, and it's stated that he at least knows why they were killed.
  • Ax-Crazy: As the Lizard.
  • Badass Bookworm: Even as a hulking lizard-man, he's still an intelligent and dangerous individual.
  • Badass Labcoat: Occasionally worn as the Lizard, but mainly worn as a scientist.
  • Barbie Doll Anatomy: As the Lizard, though considering the anatomy of most reptile species, this isn't all that surprising. Reptilian reproductive organs tend to be mostly internalized, thus Connors's, ah, lack of visible anatomy in that area.
  • Beast Man: As the Lizard.
  • Big Bad: Of the first film.
  • Blond Guys Are Evil: At least his superpowered alter-ego certainly is. As himself, this is averted since the whole reason he even mutated into the Lizard was from because he used an untested serum on himself to spare clueless human test subjects the danger.
  • Composite Character: Like Eddie Brock Sr. from Ultimate Spider-Man, he was Richard Parker's partner.
  • Deadpan Snarker: He's normally pretty serious and straightforward, but he still shows shades of this, such as his joke about being a southpaw.
  • Death by Secret Identity: Averted. He finds out who Spidey is, but remains alive. And discreet.
  • Death of Personality: As Dr. Connors he's a benevolent figure, but the serum erases this good personality and replaces it with that of The Lizard. The Lizard is defeated in the same manner—the antidote destroys the evil Lizard persona, restoring Dr. Connors.
  • Everyone Has Standards: He is horrified that his colleague would test the formula with unwitting Military amputees as Guinea Pigs, which is the reason why he uses the untested serum upon himself. Too bad that didn't work out.
  • Evil Brit: As the Lizard.
  • Evil Cripple/Genius Cripple: Averted for the "evil" part, as he's only handicapped when he's a human. But he certainly is a genius, make no mistake.
  • Evilutionary Biologist: While he has traces of the Lizard virus in his system, he proclaims that humans are weak and must be enhanced in order to achieve their true potential.
  • Foil: The Lizard is one of a sort to Peter. Both are cross-species originating from humans who are very intelligent, but are on opposite sides of the moral spectrum and operate to completely opposite ends.
  • Face Monster Turn: One done to prevent other amputees from being tested upon.
  • Full-Frontal Assault: As the Lizard, when not wearing his Badass Labcoat.
  • Genius Bruiser: As the Lizard, he's quite capable of thinking on his feet and improvising weapons, such as mixing chemicals together in a science lab to create an improvised explosive.
  • Gollum Made Me Do It: While he claims that he was pushed into becoming the Lizard in his trial, he states that he feels he is not personally responsible for the crimes his insane alter-ego was accountable for - even though he clearly regrets what occurred. His defense fails to win over the jury.
  • Healing Factor: The whole point of the lizard formula, but it also extends to bullet wounds.
  • Humans Are Flawed: The starting point of his research. At the height of his insanity, he comes to the conclusion that humans are so imperfect that it's not right to leave them unevolved.
  • I'm a Humanitarian: In a deleted scene, he bites Rajit's head off. This is done less as Horror Hunger and more as a way to Kick the Son of a Bitch.
  • Immune to Bullets: Double Subverted. He goes down from gunfire and is seen hurt by it... then his Healing Factor kicks in.
  • Jekyll & Hyde: And the latter comes through more and more as he becomes increasingly addicted to the serum.
  • Just Think of the Potential: He believes the perfect Lizard formula could change millions of lives for the better.
  • Kick the Dog: The Lizard hits Spider-Man himself where it hurts in their final battle after seemingly gaining the upper hand.
    The Lizard: Poor Peter Parker. No mother... no father... no uncle...All alone.
  • Large Ham: As the Lizard.
  • Lightning Bruiser: In his own words, he's faster, stronger, and smarter than Peter is.
  • Lizard Folk: No, really? He also (briefly) turns a number of police officers that got into contact with his evolutionary weapon into this.
  • Logical Weakness: The Lizard, being cold-blooded, becomes sluggish when chilled.
  • Mad Scientist: Invoked: Dr. Connors says that he and Richard were called this for their fascination with genetic experiments.
  • Manly Tears: He cries after being cured and watching his right arm fall apart again.
  • Misanthrope Supreme: As the Lizard, or under its influence.
    "I sought to create a stronger human being, but there's no such thing! Human beings are weak, pathetic, feeble-minded creatures... why be human at all, when we can be so much more?"
  • Morally Ambiguous Doctorate: Played with. He's absolutely moral as Connors, and even injects himself with the serum for a moral reason (to keep other amputees from being used as test subjects, considering the serum is potentially lethal).
  • Nice Guy: As Curt Connors. Best shown in a deleted scene where he visits Peter and offers very sincere condolences for Uncle Ben's death.
  • No Ontological Inertia: Whenever he turns back to a human, he loses his new arm.
  • Noble Demon: When the Lizard finds Gwen hiding with his Ganali device, he merely takes the device from her and lets her go.
  • Papa Wolf: When he's not in his Lizard form he is extremely protective of Peter. He even threatened Gustav Fiers in The Stinger, if said guy didn't leave Peter alone.
  • Parental Substitute: He acts as one for Peter Parker in The Amazing Spider-Man. They share a love of science and it becomes clear that Peter desires Connors' approval, something he never really got from his dad. In a deleted scene, he even gives Peter his sympathies for the death of his Uncle.
  • Prehensile Tail: One that's able to regenerate in seconds.
  • Professor Guinea Pig: He tests the Lizard serum on himself in order to prevent Dr. Ratha from testing it on unknowing veterans. And, well...
  • Put on a Bus: He's sent off to Ryker's Island after being tried.
  • Reptiles Are Abhorrent: As, you guessed it, the Lizard.
  • Sanity Slippage: The more he uses the Lizard serum, the blurrier the line gets between both personalities, whether he's transformed or not. It's only after he's exposed to the antidote that his original personality truly resurfaces.
  • Secret Keeper: Since he still knows Peter is Spider-Man after being cured, and averts Death by Secret Identity.
  • Slasher Smile: The Lizard always has one.
  • Smart People Wear Glasses: Ditched, obviously, as the Lizard.
  • The Southpaw: Lampshaded by himself to some students going through Oscorp. He's also much more heroic when without his Lizard arm... unless Ax-Crazy.
  • Split Personality: Develops one after the first Lizard incident.
  • Superpowered Evil Side: That takes over more and more as the serum settles into his blood.
  • Super Strength/Super Toughness: He's very strong, and very resilient as the Lizard.
  • Superior Species: Connors believes his Lizard form is a superior creature devoid of human weaknesses.
  • Talking to Themself/Inner Monologue: Before the attack on the school, we hear a voice talking about the plan to spread the formula and not letting Spidey get in the way of it. Whether this is the Lizard who has taken on a mind of its own or Connors' own thoughts is up to interpretation.
  • Thinking Out Loud:
    • There is a break in the feverous inner tirade when Connors sits down and speaks out loud: "That, changing like the snake, I might be free, to cast off flesh wherein I dwell confined."
    • This is an Enforced Trope due to heavy re-cutting of the scene after a plot about Peter's father was taken out of the film. In the original version Peter was present as well, and most of the inner monologue was actually part of a dialogue between the two.
  • Tragic Villain: In this version of the story, he was forced into becoming the Lizard. What's worse is that, in spite of the tragedy he caused, things would have been infinitely worse if Ratha had his way and used the serum on dozens of subjects.
  • Transhuman: Dr. Connors' views on human nature are reminiscent of Transhumanism's principal tenets - that the limits of the human body can be overcome through science.
  • Utopia Justifies the Means: He honestly believes he's doing all mankind a favor, even if he must force them to accept it.
  • Visionary Villain: Dr. Connors is driven by a vision of a "world without weakness" where humanity's physical flaws are corrected by science.
  • Wall Crawl: He climbs up Oscorp tower with his bare hands, complete with an allusion to King Kong.
  • Well-Intentioned Extremist: His research was originally to find a way to heal diseases and disabilities in humans by splicing their genes with animals with regenerative abilities. Once he becomes the Lizard, he decides that this transformation is the way to do it and plans to transform everyone, regardless if they are diseased or disabled.
  • Western Terrorists: The Lizard's Evil Plan is referred to as a "terrorist plot" in a news flash.
  • Wicked Cultured: In addition to being an awesome scientist, and the Lizard, Connors can quote incredibly appropriate poetry, in this case from Michelangelo's "The Silkworm" (see Inner Monologue).

     Maxwell "Max" Dillon / Electro 
"But you better make damn sure you kill me this time. Cause if you don't, I'm gonna kill the light so that everyone in this city is gonna know how it feels to live in my world...A world without power...a world without mercy...a world without Spider-Man! Them everyone will be able to see me for who I truly am... Don't you know? I'm Electro!"

Played by: Jamie Foxx

An Oscorp electrical engineer who felt ignored by the world and developed an unhealthy obsession with Spider-Man. After suffering an accident involving an electric wire and a tank of mutated electric eels, Dillon's skin turned blue and he gained the power to control electricity.
  • Adaptational Heroism: Minor example, at least pre-Electro. In the original continuity, Max was a Jerkass with few morals long before even becoming a super villain. Here, he's a nicer guy (if somewhat unstable) before turning into Tragic Villain.
  • Adorkable: At first, he seems to be a pretty polite (if geeky) person, but then he becomes obsessed with Spider-Man. And then he gets superpowers.
  • A God Am I: By the end of the film his powers have expanded to such a degree that he declares this of himself.
    Electro: You're too late, Spider-Man. I designed this power grid. Now I'm gonna take back what is rightfully mine. I will control everything and I will be like a god to them!
  • Amazing Technicolor Population: He gets blue skin after gaining his powers. He turns more red when fully using his powers.
  • Anti-Villain: He was a powerless nobody who was ignored, exploited and abused by the people around him. When he finally gets his powers multiple misunderstandings cause him to snap and lash out against the world that he feels has wronged him.
  • Ax-Crazy: Started off as a Loony Fan to Spider-Man, then he got his powers and... well, the rest is history.
  • Badass: Has proven himself to be one of Spidey's most powerful opponents to date. Had it not been for Gwen overloading his energy, he would've killed him.
  • Badass Baritone: His voice was naturally deep before his transformation. And the more electricity he absorbs, the deeper his voice becomes.
  • Badass Boast: Tends to give out a lot of these as the quotes above will indicate.
  • Badass Bookworm: Much like Peter, though he's more skiled in thing relating to electricity.
  • Bald of Evil: Post-transformation. Before it, he sports a truly hideous combover.
  • Being Tortured Makes You Evil: He's noticably more villainous after being "examined" by Dr. Kafka.
  • Big Bad Ensemble: With Harry, although he does become The Dragon to Harry beifly before the final fight, he is ultimately fighting Spiderman for his own separate reasons
  • Black and Nerdy: Initially. Not to mention unusual.
  • Black Eyes of Crazy: Develops these as Electro.
  • Broken Pedestal: He sees Spider-Man as his enemy once a police officer tries to snipe him, even though Spider-Man was making it abundantly clear that he just wanted Electro to calm down. Nicely reinforced by the lyrics to "My Enemy".
    He lied to me, he shot at me, he hates on me, he's using me, fragility, electricity, afraid of me! He's dead to me! He's dead to me! That Spider-Man, HE IS MY ENEMY!!
  • Bullying a Dragon: On the receiving end of this from many after gaining his powers. It never ends well for them.
  • Butt Monkey: His status as this is partly what makes him snap.
  • Cardboard Prison: In Electro's own words, Oscorp thought it was a brilliant idea to place him in a harness that runs on electricity, the very substance he's made of and can control. Electro all but lampshades how stupid that was. And he later proves this to be true when he breaks out of it during Harry's visit.
    Electro: You realize you locked me in a prison that runs... on electricity? I can feel it in the walls. I can feel it in my veins. No matter what you do, doc, you can't contain it. It's a force of nature. Like me.
  • Composite Character: Of several previous Electros.
    • His origin is taken from the Electro seen in The Spectacular Spider Man (An electrician turned into a superhuman that controls electricity thanks to genetically modified electric eels who gets in a fight with Spidey over a misunderstanding.) and the New Animated Series Electro (A social outcast seeking vengenance against the world he feels has wronged him.)
    • His appearance is a fusion of his Ultimate incarnation (A blue Energy Being) and his The Spectacular Spider Man incarnation. (Wears a suit to contain his powers).
  • Curb-Stomp Battle: His second fight with Spider-Man starts off even at first until Electro gets his second wind, at which point the fight turns into a No-Holds-Barred Beatdown with Spidey on the recieving end.
  • The Dragon: To Harry in the final act of the film
  • Driven to Villainy: He had poor control of his powers at first, and clearly just wanted somebody to help him. Then the police attacked him.
  • Electric Black Guy: Since he's played by Foxx.
  • Evil Sounds Deep: He gains a sinister bass-baritone voice upon gaining large quantities of electricity.
  • Forgotten Birthday: Which kicks off a string of really unfortunate accidents that culminate in him becoming Electro.
  • For Want of a Nail: New York could have had two heroes watching out for it if that police officer hadn't tried to snipe him.
  • From Nobody to Nightmare: He transformed into a super-powered freak of nature all because he had to work an extended shift.
  • Going to Give It More Energy/Hoist by His Own Petard: How Spider-Man and Gwen ultimately defeat him.
  • Hollywood Nerd: Before his transformation, the movie does its best to make Jamie Foxx look like an unattractive nerd by giving him a combover, glasses and fake bad teeth.
  • Humanoid Abomination: He ultimately ends up as a Doctor Manhattan-esque thing made of electricity that occasionally takes on human form to communicate with or punch Spiderman.
  • I Just Want to Be Special: He wants to be able to save the day with Spider-Man.
  • I Just Want to Have Friends: What Max ultimately and desperately desires is to have friends, genuine human bonding, and not be an invisible nobody that no one even cares about. As an effect, he easily latches onto people when they show some amount of decent human interaction towards him. Even the simple act of acknowledging his first name makes him latch onto people such as with Spider-man, and Gwen for a brief moment. After becoming Electro, this desire takes on a more dangerous level. Also as shown when he teams up with Harry, his desire is so desperate that he is willing to unknowingly allow himself to be used just because he was needed and acknowledged as a friend.
  • The Informant: He would like to act like this for Spider-Man, at least. Spidey suggests that he is this, but only meant it as a pep-talk; he didn't realize Max would take it so seriously.
  • In the Hood: In his first appearance as Electro, he wears one in an attempt to conceal himself.
  • Jumping Off the Slippery Slope: He goes from unwittingly being a danger magnet to going out of his way to be a threat after he's convinced that Spider-Man set him up to be shot.
  • Leitmotif: The Electro Suite and My Enemy. Both of which are implied to be representations of Electro's growing mental instablity.
  • Lightning Can Do Anything: It can even level Times friggin' Square!
  • Logical Weakness : Water, as usual. However, he eventually gets to overcome it by vaporizing the water before it can touch him.
  • Loony Fan: He develops an obsessive fixation on the wall-crawler.
  • Magic Pants/My Suit Is Also Super: Despite constantly shifting between solid form and streams of electricity, whenever he reforms in his physical body his shorts, and later his Oscorp equipment, reform with him.
  • Mickey Mousing: Electro's Theme contains a lot of Dubstep, which usually cannot be heard by the characters in the movie themselves - however, during the final standoff between Spidey and Electro, the latter converts himself into his energy form and starts jumping between the coils of the power plant and punching Spidey in between. Everytime he switches from one coil to another, he makes them emit one tone at a time, creating a Tesla-coil rendition of "Itsy-Bitsy Spider". Spidey himself isn't particularly thrilled.
    Spider-Man: I hate this song!
  • Never Found the Body: Though it seems like he died in his last fight with Spider-Man, his ability to manipulate electricity leaves his fate ambiguous - especially considering that he phases in an out via particles a handful of time through the movie. Jamie Foxx himself even lampshades this by saying that "electricity cannot truly die", implying he may make a return.
  • No Good Deed Goes Unpunished: He designed the plans for the city's power grid. How does karma repay him? By having those designs stolen by Alister Smythe who then forces him to work an extended shift which would lead to the fateful accident that turns him into Electro.
  • Pay Evil unto Evil: He straps Dr. Kafka into the same harness that had been used to contain him.
  • Person of Mass Destruction: He causes considerable collateral damage to Times Square alone in his first confrontation with Spider-Man and that was before he learned to control his powers. When he gets a better handle on his abilities, he causes a city-wide blackout that endangers several people at a hospital and nearly causes two planes to crash in midair.
  • Psycho Electro: What's unique about this case is that it's shown that he was always kind of off. Having super-powers only made it worse.
  • Race Lift: Electro is white in the comics. Here, he's played by African-American Jamie Foxx.
  • Room Full of Crazy: Has a room filled with pictures and reports of Spider-Man, as well as cut-out messages he probably wrote himself. There is also a photo of Spidey place next to a mirror, so that Max can pretend he is Spider-Mans' best buddy.
  • Sanity Slippage: Again, he was a Loony Fan to Spider-Man with a Room Full of Crazy, but not outwardly malicious. Getting superpowers just made it worse.
  • Scary Black Man: Though his skin isn't actually black by the time he gets scary.
  • Shadow Archetype: He's a lot like Peter and possibly represents what he could have become without Uncle Ben and Aunt May.
  • Shock and Awe: Aside from being able to zap things at will, he can make quick transit between objects that use electricity.
  • Sidekick: Except not really. He deludes himself into thinking that he's Spider-Man's partner.
  • Stalker Without A Crush: His defining trait. Due to his extreme loneliness, Maz is desperate for any type of companionship. Thus, being treated without the contempt or indifference he's used to will cause him to instantly latch on to that person such as Spider-Man or Gwen.
  • Then Let Me Be Evil: He was just a Butt Monkey that nobody gave a damn about, then he got his powers and was taunted and jeered as a freak of nature, next a series of tragic misunderstandings involving Spider-Man plus being tortured by Dr. Kafka made him finally decide that if they wanted a monster, he'll give them one.
  • Tragic Villain: Being a Butt Monkey, he wanted to have friends and be accepted in society. When he turned into Electro, everyone starts calling him a freak, and it pushed him over the edge.
  • Troll: During their final battle, Electro rams Spidey through Tesla coils, creating a rendition of the Itsy-Bitsy Spider song just to taunt the guy.
  • Took a Level in Jerkass: He goes from being sympathetic to a deranged murderer after he loses faith in Spider-Man.
  • Un-Person: Oscorp deletes his personnel file after his accident because they feared their stock would crash if an employee died on their watch; this even before they found out they've created yet another supervillain.
  • Unwitting Pawn: Again, to Harry during the later parts of the movie. Harry only needed him because he was desperate to get back into Oscorp to obtain the cure for his disease.
  • Villainous Friendship: Starts one with the Green Goblin.
  • Volcanic Veins: Develops glowing blue veins as Electro.
  • Woobie, Destroyer of Worlds: Again, its not hard to feel sorry for Maxwell Dillon, after he becomes Electro.

     Harry Osborn / Green Goblin 

"You don't give people hope, you take it away."

Played by: Dane Dehaan

The 20-year-old son of Norman Osborn, introduced in the second film. Is dying of a genetic condition that runs in the family.
  • Adaptational Villainy: As opposed to Electro's Adaptational Heroism above, Harry Osborn is notably less sympathetic than he was in the comics, being the Big Bad of the film, and the Green Goblin that's responsible for Gwen Stacy's death, rather than his father. In the comics, Harry was genuinely upset by Gwen's death.
  • Ax-Crazy: Starts off with relatively decent behavior, but grows progressively insane as the movie continues, culminating in him, well, becoming the Goblin.
  • Big Bad: Of the second film
  • Big Bad Friend: To Peter.
  • Body Horror: His disease becomes increasingly apparent as time goes by, with his skin falling apart. He later painfully mutates into a goblin-like creature with pale yellow-green skin, longer nose and ears, yellowed teeth, and discolored Wild Hair after given the spider venom. The alternate cut of this scene is much more gross and distrubing.
  • Childhood Friends: With Peter Parker. This is notable in that Peter was the only friend he had that wasn't after his money.
  • Comic Book Movies Don't Use Codenames: Never calls himself the Green Goblin, only named as such in the credits. In fact the word goblin isn't spoken by anyone.
  • Composite Character: With the Ultimate version of Eddie Brock, being Peter's childhood friend who reunites with him several years later and becomes a supervillain due to a perceived betrayal from Peter. He also has some elements of his father by becoming the first Green Goblin and being responsible for Gwen Stacy's death.
  • Dangerously Genre Savvy: All he needed to do to figure out Spidey's true identity was seeing Gwen Stacy within his general area.
  • Driven to Villainy: He was only looking for a way to cure his disease, and being kicked out of Oscorp certainly didn't help matters.
  • Entitled Bastard: Harry becomes angrier in his search for a cure to his disease. Even when Peter tells him that a blood transfusion from Spider-Man would be risky, Harry ignores him.
  • Even Evil Has Standards: While it's before he really slips, he's noticeably upset that Oscorp is experimenting on human subjects in Ravencroft.
  • Evil Counterpart: As the Green Goblin, he is even more obviously this to Peter than his father was in the comics. In addition to being the same age as Peter, he's pushed into his Start of Darkness by the sudden death of his father figure, and he gets his superpowers from a self-inflicted dose of the same spider venom that gave Peter his abilities.
  • Evil Former Friend: Becomes the Green Goblin.
  • Evil Laugh: Pulls an impressive one before the final battle.
  • For the Evulz: He basically had no reason to kill Gwen whatsoever. He just did it to be a dick.
  • Frameup: The accident that creates Electro is passed off as an experiment which is then pinned on Harry, which gives Oscorp's Board of Directors the excuse to kick him out of the company.
  • Involuntary Shapeshifter: Is last seen in his normal human form, but he says his condition "comes and goes". A nod to the comic version (and the first trilogy) where being the Goblin was a mental illness rather than a physical change.
  • Jerkass Has a Point: Harry wants Spider-Man's blood for its healing abilities as his only hope of survival. Spider-Man refuses as it could harm or kill him, but Harry points out he is already dying and has nothing to lose.
  • Laughing Mad: Develops a tendency towards maniacal laughter after he becomes the Green Goblin.
  • Might as Well Not Be in Prison at All: Thanks to the assistance of Mr. Fiers, he's currently overseeing the formation of the Sinister Six from his cell at Ravencroft.
  • Not His Sled: He becomes the Green Goblin before his dad, unlike Spider-Man 3 and not unlike The Spectacular Spider Man.note 
  • Not So Different: Both he and Peter grew up missing the presence of their fathers. Difference is Peter had his aunt and uncle, while Harry's wealth couldn't make up for that.
  • Painful Transformation: Turning into the Green Goblin hurts.
  • Post-Climax Confrontation: The climactic battle against Electro is over, the villain is gone, the city is saved and it seems everything is just fine — then suddenly Green Goblin appears, as one final challenge before the day is done.
  • Power Armor: The Goblin suit is a battle armor which also heals the wearer. Harry puts it on as a last resort after his attempt at a cure makes his condition worse.
  • Remember the New Guy: Wasn't mentioned in the first film, but established in the second as Peter's childhood friend before he was packed off to boarding school.
  • Revenge: After Oscorp kicks him out, Harry breaks Electro out of custody in exchange for Electro breaking him into Oscorp so he can cure himself. He encourages Electro to fight Spider-Man because he didn't help him earlier (though Electro is already spoiling for a fight). More directly, after he turns into the Goblin, Harry confronts Spider-Man and blames him for his current state.
  • Secretly Dying:
    • He discovers he's inherited the genetic disorder that killed his father and takes the Goblin formula in an attempt to cure it.
    • It is in fact the same altered spider-venom that turned Peter into Spider-Man but due to it being coded to only Parker DNA it goes wrong. Horribly wrong.
  • Sanity Slippage: While he loses it in extreme situations before, he still manages to stay composed and competent right up until he has the Spider-venom injected into him, which causes him to lose his grip on sanity.
  • Slasher Smile: Sports one of these as the Goblin.
  • That Man Is Dead: Declares that "Harry is dead!" to Gwen after he takes her hostage and she tries to talk him down as Harry.
  • Villainous Friendship: With Felicia and Electro.
  • Vitriolic Best Buds: With Peter back when they were kids.
  • "Well Done, Son!" Guy: He grew to adulthood feeling his father never much cared about him.
  • Woobie, Destroyer of Worlds: Neglected by his father as a child, taken away from his friends, and dying from a genetic condition, he gets betrayed by his subordinates at Oscorp and denied a possible cure by Spider-Man, leading to his descent into villainy. Just how much of a Woobie he is after he causes Gwen's death is debatable.
  • Young and in Charge: At 20, he's named by Norman Osborn to succeed him as head of Oscorp. The Board of Directors is not pleased.
  • You See, I'm Dying: He had the bad luck to inherit his father's genetic disease.

     Aleksei Systevich / Rhino 
Played by: Paul Giamatti

A Russian crook that leads New York's Mafiya. Though he gets arrested by Spider-Man at the beginning of the sequel and subsequently incarcerated, he is eventually freed by Gustav Fiers and given a Rhino-shaped mech suit to squash the Spider with.
  • Advertised Extra: The trailers and other promotional materials spoke of him like he was going to be a prominent villain. The reality is that he gets about five minutes total screentime between the start and end of the film, and vanishes between those points.
  • Ascended Extra: He's slated to be a part of the Sinister Six.
  • Badass Driver: He's evidently a greater threat to Spider-Man when he's behind the wheel. It's probably why he was put in a vehicular suit later on.
  • Bald of Evil: Made all the more evil by his tattoo.
  • The Bus Came Back: He's thrown into prison early on in the movie, but he finally becomes the Rhino at the end during the Post-Climax Confrontation.
  • Car Fu: His truck literally plows through traffic.
  • Jobber: His role in the sequel is to get his ass kicked by Spider-Man at the beginning of the movie and stay in prison for the rest of it (until he comes back at the end in his armor); he's mainly there to add a little depth to the cinematic world than to pose as a serious threat to Peter. This goes hand-in-hand with his role in the comics where he's functionally the same - The Brute for any villain needing muscle.
  • Large Ham: He has a pretty hammy accent, as admitted by his actor.
  • Powered Armor: Interestingly enough, it's able to function as a bipedal mech or a quadrupedal one.
  • Rhino Rampage: Through the use of Power Armor to boot.
  • Starter Villain
  • Tattooed Crook: He has a tattoo of barbed wire on his forehead.
  • Walking Tank: The Rhino suit is armed to the teeth and extremely durable.
  • Wouldn't Hurt a Child: His sole redeeming factor - he stops shooting at the police when a child steps in front of him. It doesn't stop him from taunting the kid, though.

     Man in Shadows / Gustav Fiers / The Gentleman 
Played by: Michael Massee

Appears in The Stinger of the first film, asking an imprisoned Dr. Connors if he told Peter the truth about his father. He can be seen wandering through Oscorp's secret tech in the sequel.
  • Affably Evil: Imposing he may be, but he's quite reserved and polite in conversation. He isn't called "The Gentleman" for nothing.
  • Ascended Extra:
    • In the sequel, he actually does something plot-important: providing the foundation for the Sinister Six.
    • Also in the more traditional sense. Gustav Fiers hasn't appeared in comic books at all; his only appearance is as the Big Bad of a trilogy of Sinister Six prose novels. They were very well-received, which probably won him his spot in the films.
  • Evil Sounds Deep: As indicated by his conversation with Dr. Connors, and later, Harry Osborn.
  • Exactly What It Says on the Tin: His appearance in the first film was just that - a man who appeared in the shadows.
  • Face Framed in Shadow: As his (initial) name indicates.
  • Sixth Ranger: Of the Sinister Six, as he's the guy who gets them all together. Technically speaking, this makes him the Seventh Ranger.

Minor antagonists

Unaffiliated

     Uncle Ben's Killer 

Played by: Leif Gantvoort

A run-of-the-mill robber and carjacker. He kills Uncle Ben.
  • Affably Evil: He robs a store, but is nice enough to give Peter the milk he couldn't afford. Plus, it doesn't look like he shot Ben intentionally, and he is noticeably shocked afterwards.
  • Bait the Dog: Subverted. After robbing a cashier, he throws Peter the milk the cashier wouldn't let him buy. A few minutes later, he shoots Uncle Ben and it doesn't look like he intended to shoot Ben, as he is noticeably shocked when it happens.
  • Blond Guys Are Evil: As it was in the comics.
  • Karma Houdini: Downplayed - though he doesn't get arrested in the first film, it's pretty clear that Spidey's still on the lookout for him by the end. However, he has eluded capture by the time of the sequel. A post on The Daily Bugle's Tumblr implies that he may have been apprehended by Spider-Man after a car chase through the streets of New York.
  • Knight of Cerebus: Peter sure was having fun goofing off with his superpowers until this guy showed up.
  • No Name Given: He's just known as "Uncle Ben's Killer" or "The Burglar" (like in the comics) or "The Cash Register Thief". His name is given as Dennis Carradine, the same as it was in Spider-Man 3, in the second video game.
  • Sinister Shades: Part of the reason why Peter has so much trouble looking for him is because he can't recognize his face.
  • Tattooed Crook: A star on the left wrist.

     Doctor Ashley Kafka 
Played by: Marton Csokas

A doctor working at Ravencroft Institute that 'examines' Max Dillon after his arrest.

Oscorp

     Norman Osborn 

Played by: Chris Cooper

The head of Oscorp. Is said to be dying.
  • Abusive Parents/Parental Neglect: Sent his 11-year old son to boarding school and failed to be a good father. He doesn't appear to show any regret when Harry calls him out on this.
  • Age Lift: Rather older than any other version of Norman, at least going by the actor's age.
  • Anti-Villain:
    • All that genetic research with the nasty side-effects? It's all done in order to keep himself and his son from dying of a serious illness.
    • Eventually subverted - he was using Richard Parker's research to create biological weapons that he could sell to the highest bidder.
  • Asshole Victim: He apparently dies of the painful disease he's carried, which is just as well considering the suffering he's been responsible for. This may be subverted by evidence of being preserved cryogenically, which implies he's Not Quite Dead.
  • Bigger Bad: Of the entire film series.
  • Body Horror: The sickness he has leaves him bedridden, makes him look seriously unwell, and causes his voice to become guttural. Also he has claws.
  • Character Death: He supposedly dies offscreen - but there's evidence that his body was put into cryostasis.
  • Corrupt Corporate Executive: Is Oscorp's CEO and has been monitoring Peter, among numerous other illegal projects.
  • Decomposite Character: Has his role in the comics of being the original Green Goblin and Gwen Stacy's killer taken by his son, Harry.
  • The Dreaded: Other characters seem to be afraid of him, which is pretty reasonable given his counterpart's personality. It might just be the fact that could fire them at any time.
  • Face Framed in Shadow: There is a portrait of him displayed inside Oscorp, but it is covered in shadows.
  • The Ghost: Never appears on screen in the first film, only discussed by other characters. No longer the case as of the second film, as Norman does show up in person.
  • Human Popsicle: According to pictures on the set of The Amazing Spider-Man 2, the rumors of his death were greatly exaggerated, as he was cryogenically frozen until a cure for the disease could be found. However, he is also a head in a jar because of the effects of the disease.
  • Jerkass: He's not particularly nice to Harry when he visits - but at the least, he tells his son to make the most of his legacy, implying that there's a bit of a Jerk with a Heart of Gold in regards to his own flesh and blood. Unless there's an ulterior motive at play.
  • Not Quite Dead: Material on the Blu-Ray/DVD release of The Amazing Spider-Man 2 indicates that he's not dead at all, but being preserved cryogenically.
  • Scary Shiny Glasses: His giant model covered in shadows has them.
  • Smart People Wear Glasses: Though oddly averted in the archive footage, where he presumably wears contact lenses.
  • Villain with Good Publicity: He is well-regarded as a philanthropist and a hero to the scientific community, in spite of his illegal actions behind the scenes.
  • You See, I'm Dying: He's dying of an unknown disease.

     Doctor Rajit Ratha 
Played by: Irrfan Khan

Norman Osborn's representative. Because Osborn is dying, Ratha pressures Connors into beginning human trials for his limb-regenerating formula. When Connors refuses, Ratha fires him and takes the formula to test at the veterans' hospital.
  • Alliterative Name: Rajit Ratha.
  • Bollywood Nerd: Though, unlike most versions of this trope, he is very serious and often sinister.
  • Canon Foreigner: Made exclusively for the movie.
  • Corrupt Corporate Executive: He was planning on using military amputees as Guinea Pigs!
  • Morally Ambiguous Doctorate: Dude was planning on testing the Lizard formula on patients at a veterans hospital, disguised as a flu shot and with no concern over the potential side effects. That's so wrong on many levels...
  • Mouth of Sauron: Acts as this for Norman Osborn.
  • Pet the Dog: In a deleted scene, he tells Peter that he is bound to do great things with his abilities. Whether or not he was just smooth talking Peter into getting a job at Oscorp was ambiguous, but it's a surprisingly kind gesture.
  • Secret Keeper: He clearly knows a lot more than he lets on about Peter's father.
  • What Happened to the Mouse?: In the theatrical cut of the first film, he disappears after the bridge scene. Deleted scenes for the film reveal where he went - he got killed by the Lizard shortly after the bridge incident. The Daily Bugle Tumblr indicates that sewer workers found his body some time later.

     Alistair Smythe 
Played by: B.J. Novak

A man working for Oscorp. Although he was created after his video game counterpart, he is not based on that interpretation of the character.

     Donald Menken 
Played by: Colm Feore

An assistant to Norman Osborn at Oscorp.
  • Bigger Bad: As the head of Oscorp in the second movie.
  • Bullying a Dragon: He tries talking down to Electro when Harry gets back into Oscorp. It goes about as well as you'd expect.
  • Corrupt Corporate Executive: Noticing a pattern with the people that run Oscorp?
  • Disney Villain Death: Not in the official film, but deleted scenes show that Goblin took him to the top of the Oscorp tower and threw him off. It's hard to feel bad for him.
  • Evil Is Petty: Honestly, it appears the man is literally incapable of doing anything unless he's screwing someone over. Max Dillon works for Oscorp yet Menken steals his designs and implements them without giving him an ounce of credit. At least in the previous film, Connors was actually given a choice to continue his work before they tried to steal it.
  • Frameup: He places the blame of the accident with Max Dillon onto Harry Osborn so he can sit at the head of Oscorp.
  • Genre Savvy: After the Bullying a Dragon incident, he's smart enough to know to get the hell away from Harry after the latter gets what he wants. In a deleted scene, the Goblin kills him.
  • Kick the Dog: After causing Harry to lose his position as head of Oscorp, Menken twists the knife by saying Harry will die a horrible death and no one will care.
  • What Happened to the Mouse?: It's not clear where he goes after injecting the Goblin Formula into Harry, but he seemingly escapes. Harry was supposed to have killed him during a rampage through Oscorp, but the entire sequence was removed from the film.

     Felicia Hardy 
Played by: Felicity Jones

Harry Osborn's personal assistant and secretary who has romantic feelings for him. She tells him of the off the books project that leads to him working with Electro and becoming the Green Goblin.
  • Adaptation Dye-Job: In the comics she's platinum blonde, in the film she has brown hair. Of course, in the comics, her blonde hair is also a wig.
  • Dark Chick: Subverted - given that she's the girlfriend and assistant to the main villain of the second film, it seems as though she would fit the mold. However, she doesn't do anything evil, and only tries to help Harry get better.
  • First Name Basis: With Harry, unlike the Oscorp executives because they're "not his friends". Also, her last name being Hardy is only confirmed in the credits.
  • Girl Friday: Is this to Harry.
  • Pet the Dog: Although she doesn't do anything villainous, she's aware of Oscorp's secret project. She tells Harry about it because she realizes it can save his life.
  • Punch Clock Villain: Felicia is just doing her job.
  • Raven Hair, Ivory Skin: In contrast to the comics, where she was a blonde.

Others

     Ben and May Parker 
Played by: Martin Sheen and Sally Field

Peter's uncle and aunt, who look after him when his mother and father disappear.
  • Adaptation Dye-Job: Aunt May has dark brown hair worn loose instead of her classic grey hair in a bun look.
  • Adult Fear: Shortly after the death of your husband, the teenage nephew who you've raised as your own and is the last of your family repeatedly stays out all night and returns home covered in cuts and bruises.
  • Amazingly Embarrassing Parents: "She looks familiar. She's the girl on your computer! (To Gwen) He's got you on his computer. I'm his probation officer."
  • Cool Old Guy: Uncle Ben.
  • Deadpan Snarker: Uncle Ben. Now we see where Peter got it from.
  • Death by Origin Story: Uncle Ben is killed by a robber who Peter neglected to stop, kicking off the process that would ultimately make him become Spider-Man.
  • Demoted to Extra / Out of Focus: Uncle Ben has less screen-time and a less prominent role in Peter's life in this adaptation in detriment of his brother, Richard Parker, and Captain George Stacy.
  • Doomed by Canon: Uncle Ben.
  • Good Parents: In spite of not actually being Peter's biological parents.
  • Happily Married: Though Aunt May unfortunately becomes widowed.
  • Heroic Bystander: Uncle Ben. We all knew what the result would be, unfortunately.
  • Instant Death Bullet/Surprisingly Sudden Death: Unlike the Raimi films, when Uncle Ben is shot, he's already dead by the time Peter gets to him.
  • Lethal Chef: While Aunt May is usually a good cook, her meatloaf is apparently so bad that Uncle Ben knows something's wrong with Peter when he eats it eagerly and loves it.
  • Mama Bear: Aunt May. Uncle Ben says he pities someone who messes with Peter and in turn has to face May's wrath.
  • My God, What Have I Done?: Ben is very distraught when bringing up Peter's parents in an argument about responsibility leads to him running away.
  • Nephewism: Par the course. Of course, it is explained what happened with Peter's parents.
  • Overshadowed by Awesome: Ben in this version is a draftsman (specifically he designed bridges) and thus is pretty damn smart himself. He just doesn't quite have the mechanical and technical genius Peter and his father possessed.
  • Parental Substitute: Though Peter actually knew his parents fairly well in this continuity, his aunt and uncle do a fine job of raising him after their untimely deaths.
  • Secret Secret Keeper: Possibly. It is hinted that Aunt May has deduced Peter is Spider-Man, but he isn't aware of it.
  • Too Dumb to Live: Ben dies by grabbing the robber's gun. Seriously, what was he thinking?
  • Younger and Hipper: While still older than most parents of a teenage boy, they are decidedly younger here than most versions (and in keeping with the Ultimate Marvel vibe, Aunt May still has it going on.)

     Eugene "Flash" Thompson 
Played by: Chris Zylka

Resident Jerk Jock and Big Man on Campus. Though he predictably targets Peter, he grows to idolize Spider-Man. He is revealed to have a Hidden Heart of Gold after Peter's uncle dies.

     Sally Avril 
Played by: Kelsey Chow

  • All There in the Manual: Her name is never given on screen and she's credited just as "Hot Girl", but Word of God confirms she's Sally Avril.
  • Nice Girl: From her minor screentime, she seems like a pretty sweet person.
  • Race Lift: Her character is white in the comics and played by here an Asian-American.

     Richard and Mary Parker 
"Be good, Peter."

Played by: Campbell Scott and Embeth Davidtz

Peter's father and mother. After their home is broken into by unknown people, they leave their young son with his aunt and uncle in order to keep him safe from danger (Richard also leaving his research in a satchel) and disappear. They both died in a plane crash. It turns out an assassin was on board and tried to kill them, and the plane crashed because of the struggle.
  • Ascended Extra: Especially Richard, who has more impact and a more prominent role in Peter's life than other of his incarnations.
  • Badass Normal: When the man sent by Oscorp kills their pilot and is about to kill them, Mary breaks down the bathroom door she's trapped behind and catches him off guard and Richard puts up a good fight and actually knocks him out. When Richard de-pressurized the cabin and the man is clinging to the laptop downloading the events that drove the Parkers into exile, Richard refuses to let go and makes sure the download goes through.
  • Death by Origin Story: Although why they died is a mystery in the first film. The sequel reveals that it was because they refused to make weapons for Oscorp, and that they knew too much.
  • Frame-Up: Oscorp framed them both as thieves and traitors trying to sell government research in order to steal it for themselves, then successfully tried to kill them.
  • He Knows Too Much: Part of the reason as to why Oscorp dealt with them.
  • Mad Scientist: Invoked: Dr. Connors says that he and Richard were called this for their fascination with genetic experiments.
  • Posthumous Characters: Especially Richard, who leaves more of a trail than his wife does.
  • Smart People Wear Glasses: Richard.
  • Take Care of the Kids: They entrust Ben and May with Peter to protect the boy from danger when it becomes clear someone's after them.
  • We Hardly Knew Ye: Both of them, but especially Mary, who gets less characterization. In-Universe, Peter feels unhappy that he didn't get to know his parents better in the time he had with them.

     Mary Jane Watson 

Played by: Shailene Woodley

A friend of Peter Parker's who works as a waitress and owns a motorcycle. Was intended to appear in The Amazing Spider-Man 2, but all scenes featuring her were cut. She's now going to be introduced in the currently unnamed third installment.
  • Ascended Extra: What she was supposed to be for The Amazing Spider-Man 3, in comparison to her role from The Amazing Spider-Man 2. As it was stated above, she was cut out of the movie, making this a subverted trope.

The Daily Bugle Tumblr Characters

Characters that appear in The Daily Bugle's Alternate Reality Tumblr. While the site is a tie-in to the film series, it is currently Loose Canon and may potentially be Retconned by future installments.

     John Jonah Jameson 

The head honcho of The Daily Bugle, and the only character to be mentioned in the movie series thus far. He is not a fan of Spider-Man, to say the least.

     Eddie Brock 

A reporter for The Daily Bugle who has written articles on the apprehension of criminals like serial killer Cletus Kasady, along with The Enforcers. Though he does not appear in The Amazing Spider-Man 2 itself, his articles are included as viral marketing for the sequel.
  • Adaptational Heroism: It's implied by his writing that this version of Eddie Brock is a more ethical journalist and all-around better person than he was in the comics or the movie that he previously appeared in.
  • Chekhov's News: On a meta level. His article on Cletus Kasady is pretty obviously meant to hype up the forthcoming Venom movie.
  • Hero-Worshipper: Implied - the second-to-last sentence in his article praises Spider-Man (which, considering that he's writing for the Daily Bugle, is saying something).
  • If It Bleeds, It Leads: Averted - the article he wrote is evidently too short to make it to the front page of a newspaper.
  • Intrepid Reporter: It takes some serious cohonies to write about a serial killer's capture.
  • The Real Heroes: He notes that the barista that reported on Kasady was a hero, and that her idol, Spider-Man, should be proud of her for her actions.
  • Tempting Fate: He confidently notes that he doesn't think that Kasady will bring about any more carnage now that he's in prison.
  • Worst News Judgment Ever: You would think the Daily Bugle would place a greater emphasis on the capture of a serial killer.

Other Characters

     The Big Man 

A mysterious criminal mastermind rapidly gaining power in the New York underworld, which he intends to unite, and turn into an unstoppable empire under his command. Beneath the mask is Daily Bugle reporter Frederick Foswell.

     The Enforcers (Jackson "Montana" Brice, Daniel "Fancy Dan" Brito, and Raymond "The Ox" Bloch) 

  • Bar Brawl: Fancy Dan started one in the Zero One Lounge, pulling a gun on one of Silvermane's goons during an argument.
  • Terrible Trio: As always.

     Spencer Smythe 

"Well, if you want to catch the right fly, you have to spin the right web."

The head of the engineering division at Oscorp, he was fired for unknown reasons, and replaced by his own son, Alistair.
  • Deadpan Snarker:
    Joy: Can you summarize your recent work in one word?
    Smythe: Mobility.
    Joy: Elaborate, please.
    Smythe: If you wanted an elaborate answer, why did you ask for a single word?
  • Foreshadowing:
    Joy: One last thing, how is it working with your son?
    Spencer: Alistair is a brilliant young engineer and I'm thrilled to see his career develop. I'd better watch my back or he'll have my job before too long!
  • For Science!: When asked about the commercial applications of his inventions, he responds with, "I don't do marketing. Engineering innovation doesn't result from a focus on revenue".

     Doctor Otto Octavius 
Played by: Unknown

A world-renowned nuclear physicist that commutes with Oscorp, but is not officially affiliated with the company. He apparently has yet to use his mechanical arms, or at the least keeps them at Oscorp when he isn't working there.
  • Early-Bird Cameo: He is mentioned by The Daily Bugle as a scientist that is consulting with Oscorp. Presuming that he becomes Doctor Octopus, his tentacles appear on the wall that Gustav Fiers passes by, and a closer view of the arms appears in the Creative Closing Credits.

     Herman Schultz/The Shocker 

  • Butt Monkey: He's never really taken any seriously by the Bugle, nor Spider-Man for that matter.
  • Cut Lex Luthor a Check: The Bugle doesn't hesitate to point out that he, rather than use the technology making up his gauntlets to rob banks for money, could've instead sold the technology legally and earned far more for it than he ever would've gotten from criminal acts.

     Doctor Adrian Toomes 
Played by: Unknown

An electronics engineer that works for Oscorp that designs electromagnetic tools. After the military fails to secure a contract that would make him a millionaire for his work, he modifies the antigravity harness he was working on to more closely resemble a certain bird of prey.

     Cletus Kasady 

A serial killer that was sent to Ravencroft Institute after turning himself in. Though he does not appear in The Amazing Spider-Man 2 itself, an article about him is included as viral marketing for the sequel. It is speculated that he will most likely transform into Carnage and escape from Ravencroft.
  • Anti-Climax: Invoked on his part. He calmly turned himself in after murdering at least a dozen people, which caused him to be the subject of a major manhunt.
  • Ax-Crazy: He was bad enough that he was placed on the FBI's Most Wanted.
  • Big Bad: Will most likely serve as this for the Venom movie.
  • Big Damn Heroes: Averted. Spider-Man didn't show up to kick his ass, much to the disappointment of the local that identified Kasady.
  • Dissonant Serenity: He was noted as being unnervingly calm when he turned himself into the FBI.
  • Evil Redhead: He is noted as being a "notorious redhead" by Brock.
  • Great Escape: Subverted. He tried escaping during his transfer to another prison, but he was apprehended before he could go anywhere.
  • Knight of Cerebus: Of all the criminals that were discussed in the paper, he was treated as the most serious threat by The Daily Bugle.
  • Longer-Than-Life Sentence: Twelve of them, as a matter of fact.
  • Serial Killer: At the time of his arrest, he had been associated with twelve murders.

Video Game Exclusive Characters

This is for characters that are introduced in the games, but are not based off of their film counterparts - as well as tropes to the characters that are in the films, but only display the tropes in the games.

     Alistair Smythe 

Voiced by: Nolan North

  • Evil Is Hammy: When he loses his sanity.
  • Driven to Suicide: Throws himself in front of an armed Hunter Bot while infected rather than living as a cross-species.
  • He Who Fights Monsters: Condemns Connors for what he's done as the Lizard, and blames him for the entire cross species virus, but Smythe's robots prove to be a bigger threat to the city as his robots cause more damage to the city then the Lizard did in the movie.
  • Knight Templar: Condemns Connors' action in the movie and believes he is the Big Good for all of New York City and arguably the entire world. He's not.
  • My God, What Have I Done?: Says this when he sees his machines destroying the city.
  • No Kill Like Over Kill: After he gets rid of Spiderman's powers, he allows him to flee throughout the facility, as he activates the S-03 Robot to kill him.
  • Why Won't You Die?: Shouts this when he sees Spider-Man helping the Lizard fight the S-03 robot.

     Michael Morbius 

  • Bat out of Hell: This version worked with Connors and insisted he work on bats instead of reptiles "for some reason."
  • The Ghost: Mentioned in the beginning, though never seen in game.
  • Mythology Gag: His purpose in the game, more or less. In the 616 universe, he's known as "Morbius, the Living Vampire".
  • Our Vampires Are Different: His reference in the game amounts to a nod to this, but the state of being is, so far as is known, not present.

     The Rhino 

Voice by: Fred Tatasciore

     Iguana 

     Felicia Hardy 

Voiced by: Ali Hillis

  • Badass Normal: She's a cat burglar who can take on Spider-Man. She becomes an Empowered Badass Normal in the sequel after getting cross-species enhanced by the Kingpin.
  • Classy Cat-Burglar: Not the first time you encounter her outside of Beloit, but by the second, a photo shoot, she seems to have gone this route, even leaving notes to Spider-Man after the fact and taken on a liking for cats.
  • Dark Action Girl: She's a superpowered cat burglar who can handle herself in a fight with the Web-Head.
  • Empowered Badass Normal: Implied by her cliffhanger ending during an optional mission that she's now a cross species and still human enough to leave Spider-Man a note saying thanks, presumably for giving her the information on Oscorp. Confirmed in the sequel, where she is infused with cat DNA by the Kingpin in exchange for killing Spider-Man.
  • Femme Fatalons: Her upgraded suit in the second game has claws.
  • Fragile Speedster: Very fast, but has a hard time fighting once Spider-Man can keep up with her webbed up, and spends much of her boss fight hiding.
  • In Love with the Mark: She is hired by the Kingpin to assassinate Spider-Man in the sequel, but her journals reveal that stalking him just made her fall for him even harder. After their boss fight, she practically suggests they elope, but Spider-Man turns her down, citing his responsibilities.
  • She-Fu: Though she doesn't attack much up close, she seems to be an expert acrobat if her flips are anything to go by.
  • Shock and Awe: Uses taser grenades aside from her gun.
  • Smoke Out: Uses smoke bombs.
  • Spy Catsuit: No pun intended.
  • The Vamp: Openly flirts with Spider-Man in their boss battle. Him starting it doesn't help, though.
  • You Fight Like a Cow: Banters back and forth with Spider-Man during their fights.

     Scorpion 

  • Shout-Out: Scorpion bears a great deal of resemblance to his 2099 counterpart, and like its 616 counterpart was bonded to the Venom symbiote.

     Vermin 

Voiced by: Steve Blum

     Whitney Chang 

Voiced by: Claudia Black

  • Hot Scoop: Her bio points out she's as tough as she is beautiful.
  • Intrepid Reporter: Her proper introduction to Spidey is when they both break into an Oscorp facility.
  • Ship Tease: She and Spider-Man flirt a lot when together. But it is clear that Peter only has eyes for Gwen and in her bio it states she isn't looking for a relationship.
  • Snark-to-Snark Combat: Engages in this with Spider-Man. She tends to win.

     Nattie 

     Cletus Kasady/Carnage 

  • Abusive Parents: It's stated that his father was abusive and his mother was absent.
  • Big Bad Ensemble: With Kingpin.
  • Cyborg: The game's version of the symbiote is a nanotechnological entity created to cure Norman's illness before being weaponized.
  • Death Seeker: Tries to get Spider-Man to kill him, and after being defeated for the last time he begs to be killed.
  • Evil Red Head: He has red hair and is a nihilistic psychopath.
  • Evil Sounds Deep: As Carnage his voice becomes significantly deeper and slightly distorted.
  • The Family That Slays Together: Intended to create one using the symbiote, but is stopped by Spider-Man.
  • Final Boss: Of the second game.
  • Freudian Excuse: Invoked and discussed in his journal, where he states that while he did have an abusive childhood a lot of other people had it even worse than him and turned out just fine.
  • Grand Theft Me: The flavor text for the Spider-Carnage costume paraphrases Ben Reilly's statement after being taken over.
  • Jagged Mouth: As Carnage he has black fangs that blend into his mask.
  • Mook Maker: Infects dozens of inmates with the symbiote, and spawns a mini-Carnage during the final boss fight.
  • Not So Different: He pulls this card on Spider-Man while they fight.
  • One-Winged Angel: The first phase of the final boss fight has Spider-Man whaling on Cletus, who is partially covered by the symbiote. After a short conversation, Cletus allows the symbiote to take over and transforms into Carnage proper.
  • Red and Black and Evil All Over: The Carnage symbiote is red and black, and Cletus is a serial killer.
  • Serial-Killer Killer: He earns the nickname "the Carnage Killer" by targeting other criminals.
  • Slasher Smile: Even without the symbiote covering his face.
  • The Sociopath: His profile repeatedly mentions that he is a diagnosed psychopath with an obsession with death.
  • The Symbiote: Is used as a test subject in the Venom Project, becoming coated in a red-and-black symbiote.

     Eddie Brock/Venom 
  • Blood Knight: Taunts and whoops when attacking Spider-Man.
    Venom: Izzat good? Yeehaw!
  • Combat Tentacles: Extends them from his body while roaring.
  • Composite Character: Eddie is basically a gender-flipped version of Whitney Chang, and winds up as part of the Venom Project like Cletus did in the console games.
  • The Corruption: Spider-Man encounters him infecting civilians with his symbiote, similarly to Web of Shadows.
  • More Teeth than the Osmond Family: It just wouldn't be Venom without a mouth full of fangs.
  • Royal "We": Like most versions of Venom, this one refers to himself as "we".
    Venom: GRAHHHH! We will not be stopped!!!
    Spider-Man: We?! I only see a filthy criminal in a knock-off costume!
  • Spike Shooter: Can send his symbiote under the ground and project spikes up underneath Spider-Man.
  • Tainted Veins: He has a distorted vein-like webbing motif on his head, shoulders, arms and legs, similarly to the Venom in Spider-Man 3.
  • Voice of the Legion: His voice is distorted and echoic.

     Wilson Fisk/The Kingpin 

  • The Bad Guy Wins: By the end of the game, he isn't arrested, improves his operation, and takes over OsCorp from the now insane Harry Osborn. Not to mention that he seems to be setting up the Sinister Six.
  • Big Bad Ensemble: With Carnage.
  • Bullfight Boss
  • The Chessmaster: Pretty much the entire game's events are part of his plot to become the man in charge of New York's crime.
  • Corrupt Corporate Executive: The worst example of this.
  • Karma Houdini: Thanks to Electro causing a blackout, Peter can't prove he's a criminal.
  • Lightning Bruiser: Surprisingly, Fisk is both fast and insanely strong, able to easily keep up with Spidey and injure him badly.

     Sergei Kravinoff/Kraven the Hunter 

  • The Brute: Serves as this to Kingpin. Officially speaking, he's a security consultant. But he's actually Kingpin's main muscle.
  • Egomaniac Hunter: He has hunted everything from all over the world.
  • Hunting the Most Dangerous Game: Hunts humans (Only criminals, but still). Until he turns on Spider-Man that is.
  • The Obi-Wan: Is this to Spider-Man, teaching him the ways to hunt and stalk his prey. Until it is revealed he only did this to make Spider-Man more of a challenge for his Hunting the Most Dangerous Game.

     The Chameleon 

  • The Dragon: To Kingpin.
  • Obfuscating Disability: After being attacked by symbiote-controlled inmates, he's clutching his chest and limping... until Spider-Man leaves to fight Carnage and he promptly straightens and calmly walks away.
  • Walking Spoiler: Of a sort. He spends most of the game disguised as Donald Menken - or having been Donald Menken all along - but doesn't appear until The Stinger and only serves to set up for a possible Sinister Six-focused game.
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alternative title(s): The Amazing Spider Man2; Sinister Six; The Amazing Spider Man
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