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Film: The Amazing Spider-Man
Look out! Here comes the Spider-Man... again.

The Amazing Spider-Man is a 2012 live-action film starring Andrew Garfield as the Marvel Comics superhero Spider-Man. It is the first installment of The Amazing Spider-Man Series. The film is directed by Marc Webb, the director of (500) Days of Summer, and is a Continuity Reboot of the Sam Raimi Spider-Man Trilogy. Once again telling Spider-Man's origins, this time the film focuses on Peter as he develops his powers in high school.

The film also stars Emma Stone as Gwen Stacy, Martin Sheen and Sally Field as Peter's Uncle Ben and Aunt May, Denis Leary as Capt. George Stacy, and Rhys Ifans as Dr. Curt Connors/The Lizard. The soundtrack is by James Horner.

The film was released July 3, 2012 in the United States, but had been released earlier in certain countries. The initial teaser trailer can be viewed here, and the full trailer can be viewed here.

A video game has also been released, taking place after the events of the film. Expect spoilers on deaths and survivals.

The Amazing Spider-Man 2, a sequel to the film, was released on May 2, 2014.

As is the case with X-Men (which is released by 20th Century Fox), even after Disney bought Marvel, Sony and Columbia still own rights to the continuing Spider-Man films, thus not making it part of the Marvel Cinematic Universe.


This film provides examples of:

  • 108: It is mentioned that the Oscorp tower has exactly 108 floors.
  • Aborted Arc: Initially, the film contained strong hints of Richard Parker messing with his son's DNA (a la Hulk) and that Dr. Connors was involved with the deaths of Peter's parents, while also being more of a loose-cannon scientist ("Ready to play God?"); these were kept intact for the trailers. Due to early negative feedback pertaining to the movie's original "Untold Story" marketing, these subplots were altered or dropped (along with that tagline), but elements still remained behind in the final cut, leading to a few red herrings and loose ends (see Never Trust a Trailer and What Happened to the Mouse? below).
    • Some of this can be seen in the deleted scenes, as it's evident mostly the Connors stuff got cut. It's pretty watered down from what the early trailers hinted at, but we do have Connors philosophizing about evolution and revealing that Peter's father didn't trust him because he felt he was radical. There's also some stuff about Peter becoming more than his father would have ever dreamed.
    • Throughout the film, Connors is shown wearing a wedding band and he has a moment while looking into his bedroom mirror at his missing arm and the empty bed behind him. A deleted scene also shows he has a son, so it's left up to interpretation what happened to his wife.
  • Absurdly Spacious Sewer: Curt Connors is able to build a personal lab in the sewers of New York City. Somewhat of an aversion since the lab itself is pretty small and makeshift, though the tunnels leading to it are big enough. Justified in that it is New York City, and the sewers there really are spacious. He manages to get cell-phone service down there, though, which is rather unlikely. What is really notable is that The Lizard can infiltrate the school through the restroom toilet, though he has to tear a huge hole in the floor to do so; who knows what else he tore through just to get there.
  • Adaptational Attractiveness: Having Martin Sheen and Sally Field as Uncle Ben and Aunt May makes them much better looking than usual for these characters. Due in part to the movie taking cues from the Ultimate Spider-Man comics where Peter, family and friends tend to be younger.
  • Adaptational Badass: The Stacy family. George in the comics was an elderly and retired police captain, a stark contrast to his younger, Badass film counterpart (who draws heavily from John Stacy, his Ultimate Universe counterpart). Gwen was also stated once to be good at science in the comics, but mostly just demonstrated typical Lee-girl qualities; here, she's not only arguably smarter than Peter, but her intelligence makes her so important that Peter would've been unable to save the day without her.
  • Adaptation Distillation: As usual for comic book movies and like the Raimi-helmed series, but now being influenced by Ultimate Spider-Man in particular.
    • The way Uncle Ben articulates "with great power comes great responsibility" to Peter without saying it verbatim is very similar to the way it was handled in the Ultimate comics.
    • Gwen Stacy was Peter's love interest before Mary Jane Watson was created. Her interest in science and role as an intern for Dr. Connors is also similar to her portrayal in The Spectacular Spider-Man. While her personality and the way she interacts with Peter is closer to the comics version of Mary Jane than Gwen Stacy in the original comics.
  • Adaptation Dye-Job: Dr. Connors is brown-haired in the comics (and in the previous movies) and blond-haired in this one. Aunt May, who is usually portrayed as having grey hair in a bun, has dark brown hair with the odd streak of grey. Captain Stacy is blond-haired rather than white-haired, being middle-aged rather than elderly here.
  • Adaptational Villainy: While not an outright villain per se, George Stacy is here presented as much more antagonistic toward Spidey than in the comics, wherein he's openly supportive.
  • Adorkable: Peter is, of course.
    • Gwen has her moments as well. She and Peter have surprisingly good chemistry because of this.
  • 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.
    • Peter uses this to convince Gwen Stacy's father to let him leave. He tells him that Gwen is alone in Oscorp Tower, and the Lizard is on his way there.
    • Seeing your child trapped such that there is literally nothing you can do but watch them die. The scene in question doesn't even have to get worse (which it does) to qualify.
  • Aerosol Flamethrower: Gwen Stacy uses one to defend herself when she's alone inside Oscorp with the Lizard.
  • Alliterative Name: In addition to Peter Parker and Curtis Connors from the comics, Irrfan Khan's character is named "Rajit Ratha". Word of God says the name of his character was originally "Van Adder", a reference to the minor villain Nels Van Adder who took on the Proto-Goblin persona.
  • All There in the Manual: Kelsey Chow has a small role credited as "Hot Girl" but Word of God says she was cast as Spider-Man supporting character Sally Avril, and most of her screentime was cut.
  • All Webbed Up: How Peter subdues some of the petty crooks he goes after while searching for Uncle Ben's killer. He tries this on the Lizard, too, but it doesn't work for very long.
  • Alternative Foreign Theme Song: "0 Game" by Spyair is the theme song for the Japanese version.
  • Amazingly Embarrassing Parents: Uncle Ben tells Gwen that Peter has a photo of her in his computer, then tells her that he's Peter's probation officer.
  • Anti-Hero: Peter starts off as an Unscrupulous Hero, 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.
  • Anti-Villain: Connors works in genetic engineering for the betterment of humanity's medical conditions and dreams of restoring his missing arm. He seems to be a genuinely good man, only working for the shady Norman Osborn. He only becomes the Lizard when his lizard-based serum is slated for public testing without his consent. He tests it on himself to spare others the danger and suffers transformation into the Lizard, which turns him insane. Even as the Lizard, his first action is to go after the scientist who's about to test the serum on aged veterans. Upon being cured his first thought is to save Peter's life, and his second is concern for Captain Stacy as he realizes he fatally wounded him.
  • Apologetic Attacker: Peter really didn't mean to hurt anyone in fight in the the subway car.
  • Artistic License - Biology:
    • What the movie repeatedly refers as "cross-species genetics" (and once as "transgenetics") is properly known as "transgenics". It also obviously doesn't work the way: you can transfer a few genes from one creature into another without the latter gaining all/most of the characteristics of the former. One of the more famous examples is the transfer of a green fluorescent protein from jellyfish into mice. It makes the mice glow-in-the-dark green, it doesn't make them half-jellyfish.
    • Lizards can grow back their tails; however, that's the only limb it can restore and the new tail has no bone in it, only cartilage. It's also usually deformed. Now, salamanders, on the other hand...
    • The Lizard's Healing Factor is enough to recover from hundreds of bullet wounds in seconds. He recovers lost limbs far more rapidly than any real lizard, but that has always been part of the character; recovering from cuts and shots, or recovering that fast, has nothing to do with the way either humans or lizards heal.
    • Connors once says that there are no natural ways to hunt reptiles, since reptiles are usually at the top of the food chain. This is astonishingly untrue; most snakes and lizards (the most common types of reptiles) are preyed on by other creatures—birds, mammals, even some large spiders—and typically eat insects or rodents, placing them near the lower end of the food chain. Even reptiles that are at the top of their food chains—Komodo dragons and large crocodilians—can be killed by some things. Sure, Connors was letting formula/insanity talk there - or else giving Peter a deliberate warning - but Peter, who's demonstrably a smart kid, doesn't even blink.
  • Artistic License - Engineering: No engineer in the world, particularly not a top-notch one working for an A-class research company like Oscorp, would build the Ganali device in such a way that it could be opened and tinkered with while the countdown continues to run, particularly in the final few seconds.
    • Except, of course, for the fact that Connors explained how some people pointed out the fact that there was no opt out option once the chemical was already dispersed which may have convinced him or someone else that being able to take away or remove the chemical (at the very last second before the device disperses the chemical agent and let its effects take place) was an acceptable countermeasure. Besides, it never really got out of prototype phase due to the potential threats it could cause.
  • Asshole Victim: The cashier that gets robbed after he refuses to let Peter buy something because he was 2 cents short and even refuses to let him take 2 cents from the penny tray. As Peter is walking out he spots the guy behind him in line lifting money from the cash register - and doesn't say anything.
  • Ax-Crazy: Connors as the Lizard. Though he ultimately means to do good, he will stop at barely anything to bring his plan into fruition, and becomes quite mentally unhinged.
  • Bad Liar: Connors in this video log, in which he describes the serum's possible side effects with suspicious accuracy, and ends with an uncomfortable looking statement of "hypothetically speaking, of course".
  • Bait the Dog: The robber tosses Peter the chocolate milk the cashier wouldn't let him buy. He is also the one who kills Uncle Ben.
  • Barbie Doll Anatomy: 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', ah, lack of visible anatomy in that area.
  • Berserk Button: Flash hates being called by his real first name, Eugene, and after Peter does it, this prompts him to beat him up. Only when Gwen approaches him and talks him down does he finally relax and stop doing it. This was done intentionally, as it was the only way Pete could get Flash to stop bullying a younger student, by becoming the target himself. The look on his face when he says it indicates exactly how good a plan he thinks this is.
  • Big Applesauce: Of course!
  • Big Damn Heroes: In the Final Battle, The Lizard has Peter on the ropes and manages to snag him at the throat with his tail. All looks lost when George Stacy enters the fray firing a shotgun at the Lizard, freeing Peter and giving him the antidote to heal Connors.
  • Big Eater: Peter is one the night he gets his powers.
  • Big Bad: Curt Connors in this movie, or more accurately his monstrous alternate personality "The Lizard".
  • Bigger Bad: Norman Osborn. He owns Oscorp and is indirectly responsible for Curt Connors' Start of Darkness. However, he has no direct involvement in the story and never even appears onscreen.
  • Bio Punk: Renamed "Cross-species Genetics". Spider-Man's powers come from getting bitten by a spider that making "biocable" organic wires. And let's not forget about the lizard himself.
  • The Bluebeard: Peter has a book titled Bluebeard on the shelf by his computer, perhaps as a hint to Peter falling in love with and eventually (accidentally) killing Gwen.
  • Body Horror: The way Connors first regenerates his lost arm is rather disgusting, being covered in dead reptilian flesh and scales. The regenerated arm itself is (initially) far from pretty, with translucent skin, visible veins, and no fingernails. However, his reaction is one of joy.
  • Bottomless Magazines:
    • Spider-Man never runs out of the web used for his web-shooters, ever. He also seems to be not concerned about cost even though they're experimental tech. This is particularly egregious, given that running out of web fluid at inopportune moments is one of Spidey's defining characteristics. Each cartridge holds several hundred meters of cable, which seems like a lot until you realize that even 500 meters translates into about 1600 feet or 160 story lengths of webbing (easily spent in a few swings going across the city). On the other hand, each cartridge is shown to be about the size of a Micro SD card so it may be that he easily carries a number of carts under the costume.
    • Averted with George Stacy with his shotgun, who does have to reload at a very critical time.
  • Brick Joke: Aunt May asks Peter to pick up some eggs but he forgets as he spent the evening trouncing criminals. At the end of the movie, Peter comes home to a worried Aunt May bloody and beaten after the final battle. When she goes to hug him, Peter sheepishly pulls out a carton of eggs from his backpack. Doubles as a Crowning Moment of Heartwarming. A Deleted Scene set at the end of the film takes it Up to Eleven - Aunt May opens the fridge and finds dozens of egg cartons stacked inside.
  • Broken Aesop: Per the norm, this movie attempts to do what all previous versions of Spider-Man's origin does, teach Peter about responsibility... which somehow includes breaking a promise he made to the dying Captain Stacy to leave Gwen out of his superhero life. Given Gwen was crushed by this promise though, and she'd just lost her father and was clearly in need of support, staying away from her would have probably caused her more harm than good.
    • One could argue he was being responsible for their relationship by choosing to move past his guilt to do what he feels is best for both of them. As the man who fell for her, he does have a responsibility for her happiness, after all, and neither were happy with his decision to stay away. Not to mention the final push came from hearing a message from Uncle Ben about responsibility.
  • Bullet Proof Fashion Plate: Averted. 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 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.
  • Butt Monkey: Spider-Man/Peter Parker just loves this trope to bits. It's also one of his defining traits as a character.
  • Byronic Hero: Peter; while generally a nice guy, he doesn't think ahead, resulting in him getting others into trouble and causes him to get his spider bite, is rather stubborn, makes bad decisions, and spends the film stuck between Acquired Situational Narcissism and the anger stage of grief. Character Development helps him improve a lot, but throughout the film he's a very flawed person, something which resulted in a Broken Base among viewers.
  • Can't Get Away with Nuthin' : This version of Uncle Ben takes it Up to Eleven: After storming out of the house, Peter tries to buy milk but is two cents short. Since the clerk won't spot him two pennies from the (overflowing!) take-a-penny tray, Peter leaves, only to watch a street thug grab a handful of money from the register while the clerk's back was turned. Peter's reward for doing nothing, the milk the clerk refused him. Naturally Peter doesn't help track down that thug for the clerk. The dude was a Jerkass, he deserved to be robbed. Of course, that same thug then kills Uncle Ben, who had been chasing after Peter trying to find him. He dies because of two cents.
    • It can be traced back even further, to when Peter was busy being Spider-Man and didn't pick up the phone call that presumably would have reminded him to pick up Aunt May. After Uncle Ben's death, it's notable that he never ignores a call again.
  • Call Back: The scene where Spider-Man rescues a kid from a car dangling off the Williamsburg Bridge has some very similar shots to the climax of the 2002 film, including Spider-Man in the middle, hanging onto a web connected to the bridge in one hand while holding onto another web (not a cable, as in the first film) holding up the car in the other. Another reference to the 2002 film is at the end. The teacher is giving a lecture and declares that there really is only one story to be told: "Who am I?" That's the first line of the 2002 movie.
  • Canon Foreigner:
    • Gwen Stacy has three brothers in this continuity.
    • Dr. Ratha.
  • Casting Gag: The film is directed by a guy named Webb.
  • Chekhov's Gun: The "Ganali device". Cold-blooded response to temperature changes. The possible risk of being "taken over" by the foreign genetics.
  • Chekhov's Gunman: The guy whose son Peter saves during Lizard's first rampage returns the favor with his men's cranes.
  • Chewing the Scenery: In one deleted scene, Connors really gets into this as he contemplates his next course of action.
  • Comes Great Responsibility: Comes up in a conversation between Uncle Ben and Peter before the former's requisite death, though the trope-naming phrase itself isn't directly said in the film by Uncle Ben (like how the narrator said it in the original Spider-Man story). Also examined throughout the film - it's not just "great power" that comes with responsibility, it's any power, and multiple characters besides Spidey behave in accordance with that principle. Even at great personal cost. And the emphasis is on "if you can do something to help people, you have a responsibility to do so" rather than "never use your powers for personal benefit".
  • Comforting Comforter: Peter does this for Aunt May.
  • Comic Book Movies Don't Use Codenames: Averted for once - in all fairness, there's not many things you can call the Lizard apart from 'the lizard'.
  • Continuity Reboot
  • Corrupt Corporate Executive: Dr. Ratha, Connors' supervisor, is an unethical and amoral scientist and businessman whose idea for testing Connors' product is going to a veterans' hospital and delivering it as a fake flu shot.
  • Create Your Own Villain: Peter is responsible for working on the formula that transforms Curt Connors into The Lizard, and thus feels obliged to stop and cure him. In a conversation with Gwen, he actually says "I created him".
  • Creator Cameo: As per tradition in live action Marvel films Stan Lee returns, this time as a librarian at the school Peter goes to who is listening to music on noise-cancellation headphones as a battle between the Lizard and Spidey goes on behind him.
  • Curb-Stomp Battle: The first Lizard fight is a long and very painful beatdown on Spidey's end: the most he can do is delay him for a moment at a time and stop innocent people from getting hurt, but once it turns into a straight fight Peter is very outmatched. It only ends in his favor because he delayed Connors until the police came.
    Spider-Man (in an amusing inversion of Punctuated Pounding): "Don't-" (gets slammed into a wall) "-make me-" (gets slammed into another wall) "-have to-" (slam) "-hurt you!" (gets thrown through a door)
  • Darker and Edgier:
    • Much more so than the previous trilogy. Andrew Garfield said in a February 2012 interview:
      "We haven't gone for gritty, we've gone for grounded. If we try and make Batman, we'll fail. The new Batman is its own thing — and also in terms of tone, Spider-Man is nothing like that character. Spider-Man is witty, Spider-Man is a kid, Spider-Man wants to have fun, he's a teenager and he needs to go through first love and piss around."
    • The element of Spider-Man versus the police is more seriously treated and has a larger role in the film's story and "responsibility" theme, while in the first film this is briefly touched on.
    • The film spends more time on the consequences of Peter's double life, with Peter constantly coming home tired and bruised and making Aunt May worry.
    • The film shows Uncle Ben getting shot. He loses consciousness without knowing Peter is at his side so he doesn't get to say last words to him. His death is arguably more tragic since Peter's reason for letting his future killer go is more petty.
  • Damsel out of Distress : Gwen is not helpless. An intern at Oscorp's labs, she prepares the Lizard antidote there for Peter. When the Lizard himself is coming to the same lab she's in, she refuses to flee while the antidote is "cooking", even though Peter begs her to. She sets off the general evacuation alarm and uses a burner to set off the room's fire alarm, fogging it up and triggering the blast doors. She takes the dispersal device the Lizard is after and hides. When the Lizard finds her, she uses the burner and an aerosol can as a flamethrower. The Lizard is more interested in the device than her, so he just takes it and leaves her alone.
  • Dating What Daddy Hates: Gwen Stacy is the daughter of Law & Order Captain Stacy, and is dating the criminal vigilante Spider-Man.
  • Deadpan Snarker:
  • Death by Secret Identity: Mostly averted, so far. Of the four people who discover Peter's alter-ego, the only one to die is George Stacy. But considering one of those is Gwen Stacy, it's only a matter of time.
  • Death by Origin Story: Peter's parents, Richard and Mary, and his Uncle Ben. Captain George Stacy too.
  • Defeat Means Friendship: After Peter humiliates Flash at basketball, the former bully tries to mend bridges with Peter after Uncle Ben dies, becomes increasingly chummy as the movie goes on. While the pattern fits, his change of heart may be more due to sympathy than being upstaged. Not consciously related, but true to form, he turns into a fanboy of Spider-Man by the end.
  • The Dog Bites Back: After having enough of Flash playing the Jerk Jock role, Peter proceeds to humiliate Flash in front of the cheerleaders and the rest of the basketball team, by using his new powers to keep Flash from retrieving a basketball, culminating with Peter dunking the ball, destroying the backboard and hoop in the process.
  • Does Not Know His Own Strength: After he gets his powers Peter accidentally gets into a fight and causes property damage on the train home. The next day has one hilariously long sequence, including smashing his alarm clock, wrecking the bathroom, and his fingers ripping the keys off his keyboard thanks to his fingers sticking to the keys. The destructive climax of the basketball sequence is another such instance. Also seems to apply even after he's suited up as Spider-Man in little amusing scenes. A later scene almost qualifies as Mood Whiplash when Peter gets into an argument with Uncle Ben. He slams the door as he storms out and winds up shattering the glass in the process. Cue awkward silence. Once Peter's gone, Ben then proceeds to open the door to follow Peter out.
  • Does This Remind You of Anything?: Actor Rhys Ifans has likened Connors' use of the serum to a drug addiction, and it's easy to see why: he injects the serum into his arm by means of a hollow needle, it makes him feel fantastic, and he keeps using more and more of it to negate going back to normal.
  • Donut Mess with a Cop: Defied.
    George Stacy: "Do you think we just sit around and eat donuts all day?"
  • Doomed by Canon: For anyone who read the comics, George Stacy's death should not come as surprise, which puts Gwen Stacy's chances at surviving the series very low.
  • Drama-Preserving Handicap: Two. First, Spidey gets shot in the leg, affecting his ability to get to Oscorp unassisted, and in the last fight with the Lizard, his mechanical webshooters are crushed. The webshooters had given the Lizard great difficulty in their previous fights, so it makes sense that he would make a point of destroying them.
  • Dull Surprise: Peter's reaction upon finding a giant mutated rat in Dr. Connors' lab.
  • Embarrassing First Name: Peter calls Flash by his real name: Eugene.
  • Entitled Bastard: The convenience store clerk demands that Peter stop a thief after he had been a complete jerk to Peter, and Peter refuses. Of course this is to set up Uncle Ben's requisite death scene, but really, you can empathize with Peter. Anyone who'd put himself in harm's way to help someone who'd treated them like that would have to be a saint.
  • Evil Brit: Dr. Connors is portrayed by Welshman Rhys Ifans, and speaks accordingly.
  • Evil Cripple/Genius Cripple: The one-armed Dr. Connors.
  • Evil Is Petty: Uncle Ben's murderer is a small-time thief who behaves like a dick.
  • Evilutionary Biologist: Dr. Connors seeks to make "a world without weakness". Though in unusual variation, he doesn't want to wipe out the weak, but to help everybody become strong. And he considers himself one of the weak ones due to his lost arm.
  • Extreme Graphical Representation: The holographic interface in Dr. Connors' lab.
  • Eye Awaken: The Lizard after the NYPD shoot him to pieces.
  • Eye Scream: Judging from his reaction, the Lizard gets shot in the eye when the police surround him and fill him with lead. Not that it matters.
  • Fanservice Extra: After gaining his powers, Peter accidentally rips the blouse off a random attractive woman in the subway, revealing her bra and midriff.
  • Feghoot: When the final image onscreen is a burst of web headed straight for the camera, followed by the credits proudly displaying "Directed by Marc Webb", you gotta wonder.
  • Five Rounds Rapid: Captain Stacy takes on the Lizard with nothing more than a shotgun and liquid nitrogen, and manages to hold his own until the liquid nitrogen runs out.
  • Foreshadowing:
    • If you look closely during the scene where Peter puts in the equation that allows the mouse to regenerate its leg, you can see the words severe mutation detected. Which makes you wonder why no one noticed that...
    • Peter swinging around on chains at the abandoned warehouse foreshadows his web-swinging.
    • Gwen's dad making Spider-Man promise to keep her out of danger; she dies in the sequel.
    • In the scene where Spider-Man is fighting the Lizard at the school, he tells Gwen he's going to throw her out the window and he catches her with his web, but does so using a single strand - which causes her to be forcefully yanked backwards in a way that noticeably would be harmful if she were going any faster. This mistake is precisely what caused her death in the comics. It also leads to her death in The Amazing Spiderman 2
  • Freeze-Frame Bonus: When Peter first enters Gwen's room, a copy of Seabiscuit can be seen in a stack of books. Guess who played that film's star jockey. There is a scene where Peter's computer screen is visible for just a couple of seconds, yet you can make out his desktop background: a photo of Richard Feynman. Now that's a Genius Bonus for ya.
  • From Bad to Worse:
    (Spider-Man stops a car from plummeting into the East River)
    Man: Help! My son's in there!
    (car bursts into flames)
  • Full-Frontal Assault: Unlike most versions, the Lizard wears no clothes—except for two scenes (entering Peter's school, and later, being shot at by cops) where he has just transformed and is still wearing a tattered lab coat (doubling as a Mythology Gag).
  • Funny Background Event:
    • While Peter (fully suited up) calls Gwen at Oscorp, urging her to get out, a group behind him are clearly taking a cell phone picture of him while they pose in front. Stan Lee's cameo has him listening to classical music with headphones that block out external sounds while Spidey and the Lizard battle and tear up the library behind him.
    • During the scene where Peter is messing with Flash by playing keep-away with a basketball, a bunch of cheerleaders can be seen in the background forming a human pyramid. Naturally, it promptly falls down when they are startled by Peter dunking the ball so hard it shatters the backboard.
  • Genius Bruiser: After the Lizard throws Spidey through a wall in one of Midtown Science High's chemistry labs, he mixes a makeshift explosive out of some handy nearby chemicals and tosses it in after him.
  • Genre Savvy:
    • When Peter tries to break up with Gwen and refuses to tell her why, Gwen immediately figures out that her father had asked him to as a dying request.
    • George Stacy, while dismissing his claims, does at least hear Peter out and does check out Doctor Connors, so he at least knows that sometimes the weirdos are right.
  • The Ghost: Norman Osborn appears as an image with his face obscured, is mostly talked about, and never seen or heard in person.
  • Going Commando: Andrew Garfield has admitted that during Spidey scenes, the suit is all he wears.
  • Gory Discretion Shot: Averted in a scene in which we see a mutated rat-lizard messily eating the remains of the other rat.
  • Groin Attack: Spider-Man attacks a car thief with his crotch: he actually flies at him yelling "crotch" as he bashes the guy's face with his pelvis. Later he webs him in the crotch.
  • Headphones Equal Isolation: Stan Lee's cameo. Unaware of Spider-Man and Lizard's fight.
  • Heroic Bystander:
    • Uncle Ben dies trying to stop the robber.
    • When the Lizard attacks Peter at school, everyone else runs away except for Gwen, who smacks the Lizard with a school trophy.
    • The construction workers who help Spider-Man with their cranes in the climax.
  • Heroic Sacrifice:
    • Uncle Ben is shot trying to stop a convenience store robber which Peter had ignored because the cashier was a jerk to him.
    • George Stacy gets mortally wounded whilst fighting off The Lizard to buy Peter more time to release the cure.
  • Hero with Bad Publicity: Par for the course, but in this case, Peter is on the run from the entire police force for his vigilantism. And that's even without J. Jonah Jameson's typical smear campaign.
  • The Hero's Journey: We follow Peter from a normal kid, to a vigilante with a vendetta, to a genuine hero under the unwitting tutelage of Captain Stacy.
  • Hidden Depths: Flash is very empathetic with Peter after Uncle Ben is shot. Later, he becomes a fan of Spider-Man, even wearing a T-shirt with the spider-logo, and is seen being friendly with Peter. This is entirely in keeping with his comic book character's development.
  • Holographic Interface/Unusual User Interface
  • How Do I Shot Web?: Overlaps with Does Not Know His Own Strength above; Peter, um, struggles with his newfound strength and sticky fingers. Also played a bit more literally with him trying to figure out how to work his web-shooter in his room.
  • Hulking Out: Connors's transformation into the Lizard.
  • Humanity Ensues: After Connors is exposed to the antidote.
  • Idiot Ball:
    • Spider-Man, already a known vigilante, grabs it when he uses devices that have a "Property of Peter Parker" sticker attached on, in a scenario in which he knows his smart arch-enemy is lurking around. His enemy quickly tries to take advantage of this mistake.
    • Peter figures out that Connors is The Lizard after finding a hideous mouse/lizard hybrid in Connors' lab, but he doesn't realize he has actual proof to connect Connors and the monstrosity and instead runs straight to Captain Stacy and gives a You Have to Believe Me speech that gets him thrown out of the precinct.
  • I Gave My Word: A dying George Stacy makes Peter promise to stop dating Gwen. Gwen figures this out, but it doesn't make it any easier. Though the last lines hint Peter intends to get back with her after all.
  • "I Know You're in There Somewhere" Fight: Peter tries a bit of this on Connors during the fight in the school.
  • Impaled with Extreme Prejudice: The Lizard does this to George Stacy with his claws.
  • Insecurity System: The top clearance facilities of Oscorp, like the room full of spiders where Peter is bitten, can be accessed with a simple hand-gesture lock like the ones on smartphones with no need for a keycard or a biometric recognition. Meaning that anyone with a good memory who sees the lock being used will know how to get in undetected. And they don't verify the ID of students claiming to be there for the tour. Deleted scenes revealed that Dr. Ratha recognized Peter and purposely allowed him inside to be bitten, hence the line from trailers: "Do you think what happened to you, Peter, was an accident?"
  • Inspector Javert: Captain Stacy and his officers - they honestly think Spidey is a crazed vigilante and are upset about him destroying a sting operation. This is in direct contrast to Capt. Stacy's comic incarnation, where he openly supports Spidey till his death.
  • Instant Death Bullet: Unlike the Raimi films, when Uncle Ben is shot, he's already dead by the time Peter gets to him.
  • Invulnerable Knuckles: Averted, even after gaining superpowers, Peter routinely has bloody and bruised knuckles after fights.
  • Ironic Echo: Just like the first film. "Not my policy."
  • I Just Shot Marvin in the Face: Both averted and played straight in the movie. One scene has a cop fire at Spider-Man... who happens to be standing maybe 6 feet in front of a webbed up car thief. Since Spidey naturally dodges the bullets, it's a wonder the thief isn't shot. Then in the climatic fight Stacy averts this when he keeps his shotgun trained on Lizard and only releases one hand to pass the antidote to Spidey, doing so without also looking away from Lizard and using his non-trigger hand.
  • It Always Rains at Funerals: Heavy rain and black umbrella combo at Captain Stacy's funeral.
  • It's All My Fault: Peter blames himself for Dr. Connors becoming the Lizard, as he helps him with the Lizard formula, as well as Uncle Ben's death at the hands of the robber Peter let get away.
  • It's for a Book: Peter asks Dr. Connors about reptiles, claiming that "he's got school stuff" when Connors presses him for an explanation.
  • It's Not You, It's My Enemies: Before he dies, Captain Stacy asks Peter to leave Gwen alone because he's Spider-Man. Peter at first honors his wish and tries to break up with Gwen, who immediately figures out it's her dad's doing. Neither are happy about it. But Aunt May encourages Peter to go after her, and after Peter listens to a voicemail from the late Uncle Ben again talking about responsibility and rising to challenges, he and Gwen get together again.
  • Jekyll & Hyde: Dr. Curt Connors/The Lizard.
  • Jerkass: A cashier refuses to let Peter take 2 cents out of the penny jar to buy some chocolate milk and acts very rudely, resulting in Peter refusing to help him catch the robber.
  • Jerk Jock: Flash Thompson.
    • Lovable Jock: While starting off as a Jerk Jock (and a pretty violent one), Flash shows sympathy to Peter after Uncle Ben dies. By the end of the movie, the two seem to have become friendlier and Flash has become an admirer of Spider-Man.
  • Just Think of the Potential
  • Karma Houdini:
    • Dr. Ratha, who is not seen beyond the bridge sequence. He was on his way to administer Connors' formula to unsuspecting veterans disguised as a run-of-the-mill shot. However, its possible he was killed when his limo was thrown off the bridge - Peter saved the car, but Ratha wasn't wearing a seatbelt and clearly smashed his head against the glass barrier inside, so it's not unreasonable that he died.
    • Uncle Ben's killer. Peter spent his early time as Spider-Man looking for the murderer, but he hasn't been caught as of the end of the movie, and by then Peter has learned that trying to get vigilante justice isn't the best use of his powers.
  • Kick the Dog:
    • Flash beats up Peter after he tries to stop him from bullying another student.
    • The convenience store clerk refuses to sell Peter a bottle of milk when Peter comes up 2 cents short. He won't even let him take the pennies out of the Take-A-Penny, Leave-A-Penny tray. This leads to Peter refusing to help him catch the robber.
  • "King Kong" Climb: Downplayed and Invoked. The Lizard isn't that huge, but the trope is certainly referenced when it scales the Oscorp Tower.
  • Kill It with Ice: Captain Stacy and Peter manage to incapacitate the Lizard by freezing him with liquid nitrogen and then pumping shells into him. However, he soon heals back and the liquid nitrogen doesn't last very long.
  • Kryptonite Factor: Parodied. When the car thief whips out a knife, Spidey falls to his knees, claiming that his weakness is small knives... and then webs the thief to the wall.
  • Lab Pet: Dr. Connors names his lab rats Fred and Wilma. At no point is a dissection considered.
  • Large Ham: When he becomes the Lizard, Dr. Connors has his moments of this.
  • Laser-Guided Karma: Spider-Man saves a little boy from a burning car. During the climatic crisis, it's revealed the boy's father is a construction worker, and he and his friends later set up cranes for Spider-Man to swing on so he can reach his destination in time despite being wounded.
  • Last-Second Word Swap: Spider-Man tells Gwen the Lizard is on his way to Oscorp for the Plot Device, and she has to get out of there. Gwen tells him she's not leaving without the antidote he sent her to cook up, and that she's evacuating everyone else, then hangs up on him.
    Spider-Man: Oh, you have got to be kidding me! Mother ... Hubbard!
  • Le Parkour: At the end of the teaser, a first person sequence features Spider-Man running along a few rooftops in a manner very similar to parkour, with a good dose of spider powers thrown in for good measure. This is also his default setting when using his powers. It is most evident in the acrobatics he uses when chasing or being chased.
  • LEGO Genetics: How Dr. Connors and Peter develop the serum that eventually turns the former into the Lizard.
  • Lightning Bruiser: The Lizard is very big, very strong and very fast. Against ordinary humans, Spider-Man himself would count, being much stronger and faster than they are. In his battles with the Lizard, however, he acts more like a Fragile Speedster (albeit one who can take more punishment than normal).
  • Logical Weakness: The Lizard, being cold-blooded, becomes sluggish when chilled. See the Kill It with Ice entry.
  • Limb-Sensation Fascination: Connors regards his new right arm as if it was his newborn child, and laughs when he burns it on a desk lamp.
  • Made of Iron: Inevitably, Peter's durability is somewhat inconsistent: he gets realistic bruises on his face and knuckles from fighting ordinary humans, but can keep on fighting after being slammed around, thrown through walls and beaten up by the super-strong Lizard. The Lizard is explicitly shown to have armored skin and a Healing Factor, but it is never made clear whether Peter has any sort of damage reduction power in addition to his strength and speed.
  • Mad Scientist: Invoked: Dr. Connors says that he and Peter's father were called this for their fascination with genetic experiments. Later into the movie, he actually becomes one.
  • Magic Countdown
  • Magic Feather: Peter does this with a kid trapped inside a burning car who is too scared to climb out.
    Peter: "Put it on. The mask. Itís gonna make you strong."
  • Male Gaze: Most of the time, when Peter is looking at Gwen, it's always at the bottom of her thigh-high boots. The picture he takes of her, however, only shows the upper part of her body, even though she was sitting in a very Fanservice-y way. Which is really cute of him. Or just not creepy and/or demonstrating that he likes her not because she's attractive but for other reasons.
  • Masked Luchador: Invoked. After an attempt to find his uncle's killer goes awry, the criminals he's just eluded shout that they'll find him soon because they've seen his face. Peter looks up from his hiding place, a wrestling gym, and sees a lucha libre poster. Guess what that gives him an idea of?
  • Meta Origin: This movie introduces Oscorp as the common link between Peter and Connors' superhuman abilities, though the sequel takes it even further. Specifically, Oscorp produces the genetically enhanced spider that bites Peter, while Peter uses the company's "biocable" project to build his web-shooters, and Curt Connors gets his reptilian mutation after getting involved in an Oscorp project meant to cure Norman Osborne's terminal illness.
  • Misplaced Wildlife: For some reason, the lizards that lead Peter into the sewers are an African species with a vivid blue tail. They also suddenly have a chameleon's leg structure when they start walking on the web lines.
  • Morally Ambiguous Doctorate: Played with in Dr. Connors' case. He is a good man, and has no sinister science-fuelled agenda, but his scientific experiments do turn him into a villain. Dr. Ratha, the intermediary between Connors and Norman Osborn, fits this much better: he plans to test the lizard formula on patients at a veterans' hospital, disguised as a flu shot and shows no concern over the potential effects.
  • More Dakka: The NYPD opens up on the Lizard, firing hundreds of rounds at him. Pity it didn't work.
  • Mythology Gag:
    • Taking after his classic look, the Lizard wears Connors' lab coats after transformations, but his more common look is unclothed since he discards them shortly after.
    • Peter does not wrestle for money in this version, but the Spider-Man mask is instead inspired by a wrestling poster. Peter sees it when he crashes down a roof into a wrestling ring.
    • Peter has an interest in photography, and tries to take some pictures of the Lizard fighting Spider-Man via a wall-mounted camera to sell to the Bugle.
    • Peter wears a blue t-shirt over a long sleeved gray one throughout the movie, much like his standard outfit in The Spectacular Spider-Man.
    • Uncle Ben's entire last speech to Peter was word for word taken from the Ultimate comics.
    • The news station playing on TV is an affiliate of the Daily Bugle newspaper, using the same name.
    • Peter gets bitten at an Oscorp lab where Dr. Connors works.
    • The Amazing Spider-Man is also the name of the long running Marvel Comics series starring the character, and the name of the short-lived 1970s live-action television series. It was also the Working Title of Spider-Man 2.
    • Peter smashes the backboard of a basketball hoop - much like his daughter May "Mayday" Parker does when she discovers her spider-powers in the MC 2 universe.
  • My God, What Have I Done? / Heel Realization: Connors, after being cured of the Lizard, is devastated by the fact that he killed Captain Stacy. Probably why he didn't resist when he was taken to jail.
  • Nerd Glasses: Curt Connors and Peter's father Richard are both scientists who wear glasses. Peter later finds his father's old pair and wears it in place of his contacts. Even Norman Osborn, who founded the biotech company Oscorp, has glasses.
  • Never a Self-Made Woman: Besides a few very minor characters, the women in this film exist only in direct relevance to Peter.
  • Never Trust a Trailer:
    • The first-person sequence from the teaser trailer was shortened.
    • In the first full trailer, Peter is eating dinner with the Stacy family and Gwen mentions that he lives with "his aunt and uncle", leading some to speculate if Ben dies after Peter starts his superhero career (since the same scene has Peter and Captain Stacy arguing about "that Spider-Man guy"), which would stray from the comics. Ben does die before Peter starts fighting crime, as in the continuity of the comics and previous movies, but before this scene.
    • These lines from the first trailer are also gone; only time will tell if they have any bearing on any sequels:
      Do you think what happened to you, Peter, was an accident? Do you have any idea what you really are?
    • The trailers and TV spots seem to have Peter being haunted by Parental Abandonment a lot more than the film itself. In particular, this line is not in the film:
      The one thing that has haunted me my entire life is finding the truth about my parents.
    • In the first full trailer, Peter slams Flash against a locker right after the latter throws a basketball at his head. In the final cut the scenes happen days apart. Ironically, in the slamming scene, Flash was trying to sympathize with Peter after Uncle Ben's death.
    • Curt Connors, pre-Lizard, seems more villainous or at least morally ambiguous in the trailers than in the movie itself. Lines like "Ready to play God?" and "If you want the truth about your parents, Peter, come and get it!" are gone.
    • Also cut was an entire scene released as part of the promotional campaign where Peter is intimidated by Gwen's doorman at her apartment.
    • A short exchange between Peter and a football coach in the scene where Gwen and Peter are sitting on the bleachers was in at least one trailer, but not the movie.
    • Also missing is the trailer conversation where Gwen says that her father has 500 people looking for Spider-Man, which Peter calls excessive.
    • One trailer shows Peter captured, kneeling, and having his mask dramatically pulled off. In the film, Peter springs back into action just as his mask gets pulled off, and moves so fast the cops can't get a good look at his face... almost.
    • That rainy funeral that's shown? It's been blue-filtered in the film, while it's still sunny in the trailer version. It's also Captain Stacy's, not Uncle Ben's.
  • Nice Job Breaking It, Hero: Captain Stacy tells Peter that if the police wanted Spider-Man to bust that car thief, they would have done it themselves. When Peter, annoyed that Stacy has such a low opinion of Spider-Man, tempts fate and asks why they didn't, Stacy replies that the thief was being tailed by an elaborate undercover operation and they were hoping to bust his whole gang, which won't happen since Spider-Man captured him instead. Oops. Bonus points for Stacy pointing out that Spider-Man spends more time beating up criminals than actually helping their victims, like he has some sort of vendetta, which is true because he is mainly hunting for the thief who shot his uncle.
  • Not Quite Back to Normal: The Stinger reveals the antidote hasn't quite cured Connors of all traces of the lizard serum.
  • Notice This: A rare non-video game example; When Spidey is on a rooftop trying to get to Oscorp in time, an overhead helicopter shines a spotlight, first on him, then to the cranes the construction works have set up so he can swing there more quickly.
  • Oh Crap: After Peter accidentally breaks the backboard of the basketball net, he gets a particularly lovely one (around 1:12).
  • One Degree of Separation: Spider-Man is being hunted by the police, led by Captain George Stacy; Captain Stacy's daughter Gwen is an intern at Oscorp and working with Dr. Curt Connors; Dr. Connors used to work with Richard Parker; Richard's son Peter is High School Sweethearts with Gwen Stacy; Gwen's father is leading the police in their hunt for Spider-Man, who just happens to be Peter Parker.
  • Ordinary High-School Student: Like the first film, Peter starts out as a high school student. Unlike the first film, he stays one for the movie's duration.
  • Painful Transformation: Connors turning into the Lizard, but it's clear he finds the pain is worth the end result.
  • Papa Wolf: Curt Connors toward Peter, eventually. In the mid-credits scene, he sees The Man In The Shadows, who makes a veiled threat against Peter. Connors' response is a snarled "You should leave him alone!".
  • Parental Abandonment: Once again, Peter is raised by his aunt and uncle. However, taking a page from the Ultimate universe, Peter knew his parents for several years before their deaths, and both Richard and Mary Parker appear on screen.
  • Parental Substitute: Aside from Uncle Ben and Aunt May, Curt Connors acts as one for Peter Parker. They share a love of science and it becomes clear that Peter desires Connors' approval, something he never really got from his dad.
  • 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).
    • Not exactly. Flash threatening an innocent girl whose project he'd ruined(accidentally, but threatening her for saying it was intentional makes that pretty much moot.) was what spurned him to finally take action, though he was clearly enjoying Flash's humiliation on a personal level.
  • Pet the Dog:
    • Flash sympathizes with Peter after Uncle Ben's death and is the only student other than Gwen to make an effort to do so. By the end of the film, he's making an effort to be friends with Peter and is proudly wearing a Spider-Man shirt.
    • Curt Connors refuses to do human testing a week early like his benefactor demands, although sadly he backpedals on that after having all his funding taken.
    • The Lizard could have easily murdered Gwen when he went to retrieve the device and the fire was barely a deterrent at all, so it's clear that some part of Connors was still in control since he didn't hurt her.
  • Police Are Useless: Averted with the NYPD showing competence at dealing with regular criminals as well as the Lizard and Spider-Man, though they're outclassed by the Lizard. Lampshaded by Captain Stacy.
    "Do you think we just sit around and eat doughnuts all day?"
  • Pragmatic Adaptation: Because of the setting update to contemporary times, the spider that bites Peter is no longer radioactive, but genetically engineered, just like the Ultimate Spider-Man comic on which this film is largely based, as well the first film. In school, Peter is somewhat less of a stereotypical Hollywood Nerd and more of a loner with zero friends except Gwen. Initially, he wears contacts instead of Nerd Glasses. Word of God justifies this as modernizing the "outsider" aspect of Peter Parker's character. It's in more private or personal situations, like at home and with Dr. Connors (and as Spider-Man) where his science-y side shows.
  • Product Placement: Everyone uses some form of Sony gadget. Dr. Connors, for example, uses a Vaio laptop. Peter Parker uses the Bing search engine in Internet Explorer 9, and researches spider bites on WebMd.com.
  • Professor Guinea Pig: Invoked, as a last resort, to prevent innocent veterans from receiving the untested formula. Dr. Connors test his incomplete serum on himself. You can guess how well it pans out.
  • The Real Heroes: One of the construction workers recognizes Spider-Man as the one who saved his son, and sees that he's injured and struggling to make it to the Oscorp building. Rather than fleeing with the rest of Manhattan, he and his fellows on construction sites along Sixth Ave line up their cranes so Spider-Man can get there more easily. As they assemble, an American flag is rather prominently displayed in the middle of the screen.
  • Punctuated Pounding: Inverted as while Spidey is being pounded by The Lizard, he's the one talking.
    Spider-man: Don't...*hit*....make me....*hit*...have to....*hit*.....hurt you!!!
  • Race Lift: Sally Avril appears in a small role, played by Asian-American actress Kelsey Chow.
  • Reality Ensues:
    • Peter has great difficulty finding one long blonde-haired crook among who-knows-how-many in New York, and at the end of the film still hasn't found Uncle Ben's killer.
    • Uncle Ben's death in general: he gets involved in stopping a crook with a gun and gets shot and just dies. No last words, no last glance at Peter, he just dies. Flash is a bully and a jerk but when Peter's uncle is murdered he reacts the way most kids would: with genuine sympathy. The intern whose pass Peter filched is seen being dragged out for not having it later.
  • Reasonable Authority Figure: Yes, Captain George Stacy does not appreciate Spider-Man beating up criminals and Peter seems to think that the Captain doesn't like the department being shown up, but when confronted over dinner, Captain Stacy explains that his officers had been tracking a car thief in the hopes of uncovering the larger operation before Spider-Man screwed it up and that the Spider-Man's actions of primarily targeting criminals of similar appearance fit the profile of a vigilante looking for a specific target. When Peter rushes into the police department to report that Dr. Connors is the Lizard, Captain Stacy's dismissive attitude is entirely understandable, but he still hears Peter out and instructs an officer to investigate Dr. Connors. Once Peter is caught by Stacy and his identity revealed to him, George ends up letting him go so he can stop the Lizard. Even on his deathbed, he encourages Peter to keep being Spider-Man, even though the police still won't like it.
  • Reptiles Are Abhorrent: The Lizard obviously is.
  • Revenge Before Reason: Throughout the film, Peter is very self-destructive with his abilities, desiring revenge on the man who killed Uncle Ben and when he realises a car thief he apprehends isn't the one he's looking for, states that it could have gotten "A lot worse". While he does become more heroic, at the end of the film, Peter still hasn't found Uncle Ben's killer.
  • Ring Ring Crunch: In a hilarious display of strength, Peter wakes up annoyed and promptly destroys his alarm clock.
  • Room Full of Crazy: Connors has filled the walls of his sewer lair with mathematical equations; later he does the same to his cell inside Beloit Psychiatric Hospital.
  • Rousseau Was Right: Every major character, with the possible exception of The Man in the Shadows, seems to be acting out of what they see as right. Even Ratha pressuring Connors to cut corners in order to save Osborn's life could be argued as well-intentioned; Osborn did create and owns a company that researches several cutting edge technologies that are beneficial to the public. Spider-Man himself is initially an aversion — at first, he's primarily pursuing a personal vendetta against his uncle's murderer.
  • Rule of Three: Three times, Peter Cannot Spit It Out to Gwen Stacy while she figures it out for herself. First when trying to asking her out on a date, second when trying to tell her his secret identity, and third when having to tell her he promised to her father that he'd stop dating her.
  • Save the Villain: Inverted. Connors, after being cured of his Lizard form and its personality, saves Peter from falling off the Oscorp building.
  • Scare Chord: Used (rather haphazardly) when Gwen Stacy is hiding from The Lizard.
  • Science Hero: This side of Spider-Man is more emphasized, or at least more immediately apparent, than in the previous movies. His high school is even called "Midtown Science".
  • Science Is Bad: Subverted. Although the main villain is a scientist, the movie avoids a cheap "don't play God" Aesop, exploring the various implications of science affecting human nature.
  • Secret Keeper: Peter tells Gwen that he's Spider-Man, and Connors figured it out after finding a camera with "Property of Peter Parker" labeled on it webbed to the wall of the sewer. Captain Stacy finds out near the end, but alas, he dies. It's also possible that Aunt May has already figured it out at the end. Since Dr. Connors is cured from his lizard formula, he may keep Peter's identity as Spider-Man a secret while jailed to prevent anyone else trying to find out about his identity that could bring potential harm to those close to him.
  • Sewer Gator: Not a gator, but the Lizard not only takes residence in the sewer, but also makes a small lab inside.
  • Shout-Out:
  • Spider-Man Is About To Web You: The final shot of movie.
  • Sequel Hook: Not only was a sequel announced before the movie was released, but some points of the film are deliberately left unresolved such as Uncle Ben's killer never being caught, and the midcredits scene (see The Stinger below) Also, what happened to Peter's parents isn't completely resolved either. (Also see The Stinger below)
  • Shapeshifter Baggage: Dr. Connors gets huge amounts of extra body mass and grows several feet in height when he turns into the Lizard, and likewise loses it all when he returns to human form.
  • Shown Their Work: When Peter wants to play a certain video on a computer, he simply hits the spacebar. This is a "Play/Pause" key for many video programs and websites, including Youtube, but not many people actually know that. Peter being a really smart guy, it makes sense.
    • Van Adder isn't an original creation for the film, he's a very obscure Spider-Man villain called the Proto-Goblin. How obscure? The character's sole appearance was in an issue of Peter Parker: Spider-Man written in 1999, as someone Norman Osborn tested the Goblin Serum on before he used it himself. This is lost in the final version however, as Irrfan Khan's character has been renamed "Dr Rajit Ratha".
  • Slasher Smile: The Lizard seems to have a permanent one of these.
  • Soundtrack Dissonance: Played for Laughs in a scene where Spider-Man and the Lizard duke it out in the school library... and the only sound we hear is high-spirited classical music played in the librarian's headphones.
  • Spider-Sense: In this iteration, a distinctive sound effect plays when Spider-Man detects trouble. This is most noticeable just before he leaps off Gwen's apartment building after their date and when George Stacy removes his mask.
  • Stealth Hi/Bye: In the scene with the car thief, Spidey somehow manages to slip into the locked car without either the thief or the actual owner noticing him. Furthermore, when the thief makes a break for it through the window, Spidey slips out of the car himself without a sound, and then jumps at the thief from behind. Batman would be proud.
  • The Stinger: In a mid-credits scene, Connors is shown being led to his jail room which is dark, lit only by a light from a window. Someone then asks him whether he has told Peter the truth about his father. In the credits he is listed as "Man in Shadows", played by Michael Massee.
  • Stock Footage: A few CGI web-swinging shots of Spider-Man were actually taken from the previous trilogy (mainly from Spider-Man 2 and 3), with the new costume digitally "painted" over the old one (and, in at least one case, the shot being vertically flipped).
  • Stop or I Will Shoot!: The cops are insanely aggressive, opening fire on Spider-Man twice, once for just talking and in another scene for fleeing. In the first case, he was aggressive with the cop, and in the second, he had actually attacked them after being arrested. Neither action justifies lethal force.
  • Strolling Through the Chaos: Given a stationary variant when Stan Lee makes his cameo. He stands with his back to Spidey's battle, oblivious to the fact that the library is being destroyed around him.
  • Super Senses: Spidey gets much-improved senses of hearing and vibration in this version. The latter at least is fairly similar to spiders and he actually makes use of the ability in a very spider-like way when he creates a sewer net and lies in the middle to wait for something to disturb the webbing.
  • Superior Species: Dr. Connors believes that his Lizard form is a superior creature devoid of human weaknesses.
  • Talking to Themself: Connors develops a Lizard personality, much like Norman Osborn in the first film. Unlike it, however, the conversation is explicitly mental and not spoken out loud. The stinger hints he may have been talking to someone else after all.
  • Take My Hand: An interesting variation occurs when Dr. Connors saves Peter from falling off the Oscorp building. Since the antidote is beginning to affect him, his arm begins to disappear. Realizing this, he grabs Peter with his other hand just before his arm is completely gone. Also, he doesn't have the strength to completely pull up Peter, as is so common with this trope. Instead, once he has a good enough grasp, Peter uses the momentum to pull himself back up to the ledge.
  • Terrifying Pet Store Rat: The inexplicable lizards that lead Peter into the sewers after Connors. They then cause a fake out when they spring Peter's web trap. Though the Lizard is actually sneaking up on him at the same time.
  • That Came Out Wrong/Digging Yourself Deeper: When Peter tries to explain about having Gwen as his computer's background.
    Gwen: Aww man, you don't have me on your computer?
    Peter: Well yeah. I mean, I took a photo of the debate team, and you're on the debate team. So... he must've seen me; I was touching up stuff.
    Gwen: *laughs* 'Touching up stuff?'
    Peter Parker: I'm not gonna answer that!
  • These Hands Have Killed: Played for Drama. When Ben is shot by the cash register thief Peter let go earlier, Peter goes over to him and tries to stop the bleeding. We're given a lovely shot of Peter's bloodied hands. Also serves as symbolism: if Peter had apprehended the criminal, Ben wouldn't have been killed, so Peter believes that it's all his fault.
  • This Is Your Brain on Evil: Dr. Connors isn't a bad guy at all. Having the Lizard in his system makes him crazy.
  • Throwing Off the Disability: One of the reasons for Dr. Connors' interest in regenerative serums is that he wants his arm back.
  • Too Much Information: Invoked by Gwen. When she's trying to get her dad to leave because a wounded Peter has landed at her room, she apologizes for her outburst, saying the "cramps" have been interfering with her, immediately causing her dad to leave.
  • Tragic Villain: Dr. Connors all the way.
  • Trailers Always Spoil: The Stinger.
  • 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.
  • Troll: Andrew Garfield invoked internet trolls who get the feeling of power from their anonymity to describe the dorky, insecure Peter's transformation into the wisecracking masked vigilante Spider-Man. Peter is also all too happy to repeatedly test his webshooters on the car thief in the scene described above.
  • Twenty One Gun Salute: It is mentioned that rifles were fired at the funeral of Captain George Stacy.
  • Ultimate Universe: May be considered this to the first series of movies, as it largely takes influence from the Ultimate Spider-Man comics.
  • Ungrateful Bastard: Peter accuses the motorcycle cop for being this, after he pulls a gun on him instead of the car thief he apprehended.
    Spider-Man: I just did 80% of your job and that, that is how you repay me?!
    • The woman in the alley whose abusive boyfriend/pimp had pinned her to the wall, and grabbed her by the face to have a private talk about something she did to displease him. Peter, thinking he could be his Uncle's killer,(and obviously pissed off by his treatment of her), shoves him, and after having a gun pulled on him, roughs him up a bit. The young woman repays him by calling him crazy and sending her attacker's equally violent buddies after him.
  • The Unreveal: Although it's alluded to that Connors may have had something to do with Richard Parker's death, we never do find out if this was true or not. However, it's left ambiguous as the same conversation also implies that Oscorp may have had him murdered for refusing to help them. The Stinger then suggests that before his death, Richard Parker was involved in something big, but still doesn't elaborate on what it was.
  • Up to Eleven: Peter's new enhanced strength, senses, and agility manifest quicker than in the first movie. Instead of waking up at home the next day with powers, he falls asleep in the subway on the way home and wakes up there with powers. Yet this is still toning it down from the original origin from Amazing Fantasy #15, where Peter's powers manifested even faster. The bite only made him dizzy, not drowsy.
  • Viewers Are Goldfish: The movie occasionally uses flashbacks to details introduced mere minutes before a given scene.
  • Vigilante Man: A Discussed Trope. When Peter stays at the Stacy's for dinner, they have a fairly intelligent argument over vigilantism: Peter is quietly supporting Spider-Man for being a guy who wants to help and does not kill, while Captain Stacy first points out that they were running a sting on a car thief equipped with a computerized lockpick, and Spider-Man ruined it. Left unspoken is that Peter justifiably doesn't have the highest opinion of cops, given that they couldn't keep his Uncle Ben from being shot in the street.
  • Visionary Villain: Dr. Connors is driven by a vision of a "world without weakness" where humanity's physical flaws are corrected by science.
  • Visual Pun: When Peter is working with Dr. Connors using the holographic interface, several lines that look like webbing connect to his fingers.
  • We All Live in America: Would a scientist, and a British scientist at that, record his core body temperature in Fahrenheit ("89.7 degrees")?
  • Well-Intentioned Extremist: Dr. Connors longs to create a world in which everyone is equal, a world in which illness and weakness don't exist. Injected with the Lizard serum, he comes to the conclusion his vision can be made reality by making everyone like him, even if that means forcing the change upon everyone against their will.
  • Western Terrorists: Dr. Connor's Evil Plan is referred to as a "terrorist plot" in a news flash.
  • What Happened to the Mouse?:
    • We never find out if the guy that shot Uncle Ben was caught. Unlike previous depictions of this, Peter recognized the crook from the police sketch, so catching him for the realization is not as necessary.
    • Dr. Ratha is not seen again after he is saved by Spider-Man when Dr. Connors initially turns into The Lizard and tries to throw his car off the bridge. The tie-in game states that he was killed by the Lizard. It's possible he died when his limo was thrown off the bridge, since though Spider-Man caught it before it hit the water, Ratha wasn't wearing a seatbelt and might have been killed anyway.
    • When Peter realizes that Connors is the Lizard, he tries to tell Detective Stacy this. Stacy is dismissive of the claim, but later tells an officer to dig up any information they have on Connors. While this seems to set up that they will find out something about Connors' past, nothing comes of this.
      • Possibly justified, as it seems unlikely there'd be anything to find; if he had done anything shady in the past, Oscorp would probably have covered it up. And even if they did find anything, the final battle takes place maybe a day or so after Peter tries to report him, anyway.
    • Literally, in the case of the mutated mouse-lizard that was the first live test of the formula. Peter saw it, but there's no indication that he even tried to catch it or tell anyone else about it.
  • When Things Spin, Science Happens: The spider chamber where the bio-cable made from the webs was weaved.
  • Where Does He Get All Those Wonderful Toys?: Peter's web shooters are derived from Oscorp's "bio-cable", invented by his father and produced by genetically-enhanced spiders (one of which, of course, bites him). Peter engineers a way to shoot them out in a straight line, building his web-shooter devices using re-purposed wristwatches as the base.
  • Why Don't You Just Shoot Him?: They do shoot the Lizard. A lot. Unfortunately, his scales and strength came with a side of Good Thing You Can Heal.
  • With Great Power Comes Great Insanity: Connors goes apeshit when he's the Lizard, but he also shows signs of instability when he's merely human and improved (somewhat stronger, no more need for glasses).
    Connors: Eyesight similarly improved; subject no longer requires corrective lenses. ... This is no longer about curing ills, this is about finding perfection.
  • The World Is Just Awesome: Like every Spider-Man film that came before it, the final sequence of this film is just Spidey swinging, tumbling, and flipping through New York.
  • You Fight Like a Cow: Just like in the comic incarnation, Peter lays on the snark heavily when in costume (though this only comes up once he gets his full suit). See Troll for more information. Notable because just like in the comics Spidey knows when there's a time to talk and a time to fight. He's all for trading insults with common thieves and even cops on occasion, but when the Lizard poses a serious threat to the city he clams up.
  • You Have to Believe Me: Peter tries to tell Captain Stacy about Dr. Connors/the Lizard with nothing to back up his rather incredible-sounding story. Stacy doesn't totally dismiss the claim, and asks one of his people for information about Connors.
  • You Look Familiar: During the bridge scene, before Dr. Ratha's car is attacked by the Lizard, his driver steps out to see what's holding up traffic on the bridge. Take a good, long look at the driver. That's Michael Papajohn, who played Uncle Ben's killer in the first film!
  • Zettai Ryouiki: Gwen Stacy wears thigh high socks and boots quite frequently.

The Amazing Spider-Man SeriesCreator/Columbia PicturesThe Amazing Spider-Man 2
    Film/The Amazing Spider-Man SeriesThe Amazing Spider-Man 2
The Amazing Spider-Man SeriesFranchise/Spider-ManThe Amazing Spider-Man 2
The Amazing Spider-Man SeriesSuperheroThe Amazing Spider-Man 2
The Amazing Spider-Man SeriesFilms of the 2010sThe Amazing Spider-Man 2

alternative title(s): The Amazing Spider-Man
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