[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/rsz_amazing_spiderman_two_7853.jpg]]
[[caption-width-right:320:"[[Franchise/SpiderMan You]] [[HeroicSpirit wanted to be the hero.]] [[BeingGoodSucks Now you gotta pay the price.]]"]]

->''"Every day, I wake up knowing that no matter how many lives I protect, no matter how many people call me a hero, someone even more powerful could change everything."''
-->--'''Peter Parker/Spider-Man'''

''The Amazing Spider-Man 2'' (in some markets, ''The Amazing Spider-Man: Rise of Electro'') is a live-action film based on the Creator/MarvelComics superhero Franchise/SpiderMan and the sequel to 2012's ''Film/TheAmazingSpiderMan'', once again directed by Marc Webb and starring Creator/AndrewGarfield as Peter Parker[=/=]Spider-Man. It is the second installment in ''Film/TheAmazingSpiderManSeries''.

Following the fallout of [[Film/TheAmazingSpiderMan the Lizard's attack on Manhattan]], life seems to be going well for Peter Parker - he's graduated at the top of his class, he has a happy romantic relationship with Gwen Stacy (Creator/EmmaStone), and still has time to help the police deal with crime running rampant in the city. Things take an unexpected turn, however, when Oscorp technician Max Dillon (Jamie Foxx) gets into an accident that transforms him into an electricity-powered freak of nature that quickly becomes Spider-Man's most powerful opponent yet. In addition, there's the matter of the unexpected return of Peter's old friend, Harry Osborn (Dane [=DeHaan=]), who has an infatuation with the web-slinger and is slated to take control of Oscorp as his father Norman (Chris Cooper) becomes increasingly ill. Unfortunately, Peter learns a truth about his parents that will test his friendship with Harry and transform the world around him as he is posed to fight his greatest battle.

The film also stars Sally Field as Peter's Aunt May, with Felicity Jones (Series/DoctorWho) as Felicia Hardy and Creator/PaulGiamatti as Aleksei Sytsevich/Rhino. It was released on May 2, 2014 in the United States, but interestingly opened in several international markets weeks before that date.

The movie was originally envisioned as a launchpad for a SharedUniverse of ''Spider-Man'' characters that would directly compete with the Franchise/MarvelCinematicUniverse. However, due to the film not meeting Sony's financial expectations[[note]]While the movie made $700,000,000 in ticket sales, the ad campaign for the movie was expensive enough that the actual profit margin for Sony was under $100,000,000; they were expecting the movie to make $1,000,000,000 in ticket sales.[[/note]], along with the fallout of the UsefulNotes/{{North Korea}}n [[InternetCounterattack cyber-attacks]] for ''Film/TheInterview'' and their monetary effect on Sony (which was already in monetary trouble), the plan was discarded. Instead, the company made a deal with Marvel Studios to integrate the character into the MCU via another ContinuityReboot in 2017 (and an appearance in 2016's ''Film/CaptainAmericaCivilWar''), [[AbortedArc abandoning all other planned movies]]. As such, this is most likely the last film in the "Amazing" Series.

As was the case with the first movie, [[VideoGame/TheAmazingSpiderMan2 Beenox made the video game adaptation]].

Official trailer [[http://www.youtube.com/watch?v=nbp3Ra3Yp74 here]].
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!!This film provides examples of:
* AbortedArc: It seems the arc from the first movie of Peter hunting Uncle Ben's killer has been dropped, despite it being a SequelHook last time. Of course, Peter could have simply found the crook in the TimeSkip between that movie and this one, as ''The Daily Bugle'''s Tumblr [[http://thedailybugle.tumblr.com/post/76556699294/an-editorial-from-daily-bugle-publisher-j-jonah supports this]]. Either that, or he can simply be a KarmaHoudini in this incarnation. This ''is'' New York, after all; realistically, searching for a specific street thug throughout the city with no solid information at all about him would be just like looking for a needle in a haystack.
* ActionGirl: Gwen Stacy actually is the main one to defeat Electro, rather than Spider-Man, and saves his life when Electro is about to kill him. [[spoiler:Even though she does get herself killed in the end for getting involved.]]
* AndImTheQueenOfSheba: An Oscorp employee expresses disbelief that Max had anything to do with designing the hydroelectric power generators by saying "And I'm Spider-Man". Max, being at this point a dangerously obsessed Spider-Man fanboy, grabs him and screams at him for saying this... but it turns out to be an ImagineSpot.
* AndTheAdventureContinues: Peter starts battling Rhino just before the credits roll.
* AnnoyingLaugh: Discussed between Peter and Gwen about the latter.
* ArcWords: [[UsefulNotes/FranklinDRoosevelt Roosevelt]], the name of the file that Richard Parker uploaded seconds before his death. Peter naturally associates it with President Roosevelt, but lacks a proper context and gets distracted by other issues until he uncovers a clue which allows him to realize its significance. [[spoiler:The file ends up being located at an abandoned section of Roosevelt Avenue.]]
* AdaptationDistillation[=/=]CompositeCharacter:
** The movie version of the Rhino is a Russian thug like the mainstream version, but sports a suit of PoweredArmor like the [[ComicBook/UltimateMarvel Ultimate]] Rhino.
** Electro seems to be taking cues from his Ultimate universe's design (specifically his later design where he looks like a solid-blue energy being) and origin from his ''WesternAnimation/TheSpectacularSpiderMan'' take. There is also a precedent to him being a vengeful social outcast in ''WesternAnimation/SpiderManTheNewAnimatedSeries.''
** Harry Osborn maintains his relationships with Norman Osborn and Peter, and adds Ultimate Eddie Brock's history with Peter, namely that they were childhood friends who drifted apart and reconnected after Peter became Spider-Man. [[spoiler:As the Green Goblin, he gains his powers from the same source as Peter and physically transforms into a Goblin-like creature as in the Ultimate Universe, however the transformation isn't as extreme as in the Ultimate Universe and he still uses the glider and pumpkin bombs from the traditional comics. Much like Ultimate Eddie Brock, Harry is spurred into villainy by a perceived betrayal by Peter]].
** Richard Parker combines elements of the Ultimate Comics version (brilliant scientist whose experiments tie into Spidey's rogues gallery) and the regular comics (killed by villains via a plane crash and falsely branded a traitor, which is why Aunt May avoids talking about him).
** The spider that bit Peter in the last film is part of an Oscorp genetic modification experiment as in the Ultimate universe, with Richard Parker's notes revealing in this film that part of the experiment included a radioactive isotope being injected into the spider, essentially making it into a radioactive spider as in the original story. It also combines elements of Ultimate Venom, as the spider is part of Richard Parker's research in an attempt to cure terminal illness and [[spoiler:is ultimately what leads to the plane crash that leaves Peter an orphan -- albeit with the plane crash occurring under different circumstances in the two instances]].
* AdaptationalHeroism: Max Dillon is a 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 to villainy.
* AdaptationalVillainy:
** Harry is less sympathetic than he was in the comics, [[spoiler: being the BigBad, and the Green Goblin that killed Gwen, rather than his father, whereas his comics counterpart was genuinely upset by Gwen's death.]]
** Dr. Kafka in the comics is a well-meaning psychologist with a number of success stories, not a ranting MadScientist.
* AdvertisedExtra:
** Downplayed with the character of Alexei Sytsevich (Rhino). He's the least advertised of the movie's villains, and he's also the one that gets the least amount of screentime. [[spoiler:Technically speaking, he doesn't even become the Rhino until the last few minutes of the movie.]] Downplayed because again, he ''was'' the least advertised, and his appearance ends up being [[spoiler:a clear SequelHook as Harry is building the Sinister Six]].
** Played straight with [[spoiler:Norman Osborn, who dies early into the movie -- though he does have bearing on the plot]].
** Technically speaking, Harry as the Green Goblin is played up a little more in the ads than he is as a super-powered antagonist -- like Venom in the Sam Raimi movies, he appears for about ten minutes. Also like Raimi's Venom, the Green Goblin makes those ten minutes ''count''.
* AGodAmI: Electro thinks that people will see him as one once he siphons all the electricity from Manhattan (and then, most likely, [[TakeOverTheWorld the world]]).
* AllThereInTheManual:
** The prequel comic explains what happened to Peter's old costume and what prompted him to revamp the design.
** The Daily Bugle tie-in site does a ''lot'' of world building, alludes to a number of Spider-Verse characters who have yet to appear in the films, and even offers up an explanation for [[spoiler:the Vulture's wings]]. See the "MythologyGag" list [[Film/TheAmazingSpiderManSeries on the page for the franchise]] to see [[ReferenceOverdosed just how many characters, locations, and plot threads they allude to]].
* AlternativeForeignThemeSong: The Japanese release uses Mika Nakashima and Kato Miliyah's [[http://www.jpopsuki.tv/video/Mika-Nakashima-x-Miliyah-Kato---Fighter/468029edd3bc36613f1d38c9102a4ba7 "Fighter"]] as its theme song.
* AndTheAdventureContinues: [[spoiler:Peter becomes Spider-Man for the first time since Gwen's death, heading into battle against Rhino]].
* ArtisticLicensePhysics: Boeing 747s cannot bank that far, that fast. For that matter, at that distance, the wake from the two aircraft would take them down anyway, given how close they were.
* AxCrazy: Harry progressively becomes this throughout the movie.
* BadassBoast: Courtesy of Electro:
--> '''Electro''': Soon, everyone in this city will know how it feels to live in my world... a world without power... without mercy... a world without Spider-Man. They will see me for who I truly am... Don't you know? I'm Electro.
* BattleCouple: Spidey and Gwen get a bit of this during the final battle with Electro.
* BigBadEnsemble: Electro and Green Goblin, [[spoiler:well at least during the first couple of acts before Electro turns into TheDragon to Harry]]
* BiggerBad: Oscorp, and most specifically Vice President Donald Menken. Their [[TheStarscream Starscream]] antics to the Osborn family, hiding of Max's "death" and blaming of Harry for the incident, and their "special projects" division directly lead to [[spoiler:the creation of the Green Goblin.]]
* BittersweetEnding[=/=]DownerEnding: [[spoiler:Gwen dies and [[ILetGwenStacyDie Spider-Man]] [[HeroicBSOD suffers from]] GuiltComplex for five months until he listens to Gwen Stacy's speech (which he missed at the beginning of the film due to being busy fighting crime) giving him the HeroicSecondWind.]]
* BlackAndNerdy: Max Dillon.
* BoisterousBruiser: Rhino, in his later appearance.
* BookEnds: Spider-Man's first and final scenes feature him facing off Aleksei Sytsevich.
* BulletTime: How the film shows Peter's reflexes.
* BullyingADragon: Because when you see a blue guy apparently capable of surviving gunshots and can ''control electricity'', what you should really do is shoot at him some more if you're police and jeer at him if you're civilian.
* ButForMeItWasTuesday: A rare inverted/heroic version with Max Dillion. Spider-Man saves so many people on a daily basis that he doesn't remember who Max is until Max reminds him of that day. Technically speaking, Spider-Man does in fact remember Max, just not his name, and Max's electric makeover hasn't exactly made him easier to recognize.
* CallBack:
** One of the e-mails in Peter's inbox was from Aunt May, asking him to buy some eggs.
** When Gwen shows Peter how to avoid getting his web shooters electrocuted (something which he failed to do earlier), she tells him "that's why you're second in class".
** Peter catches Gwen at the waist with his webbing, just like he did when he threw her out the window in the first one.
* CallingTheOldManOut: Apparently on Harry's 16th birthday, Norman (or his assistant) sent the wrong gift to Harry, who wound up with a bottle of scotch and a card that said "With compliments, Norman Osborn." This is one of Harry's many complaints.
* CastingGag: Though {{Word Of God}} never confirmed this trope, Chris Cooper is known for playing another {{Big Bad}} {{Corrupt Corporate Executive}} [[Film/TheMuppets in a different film]].
* CharacterDeath:
** [[spoiler:Norman Osborn dies early on in the film due to the genetic disorder that had left him clinging to life in the last film. Though he is only stated to have [[KilledOffScreen died offscreen]], and [[NeverFoundTheBody the film never actually shows his dead body]]]].
** [[spoiler:Gwen Stacy, in the same manner as the comics.]]
* ChekhovsGun: After his first fight with Electro, Peter looks up some YouTube videos describing how batteries can hold a certain amount of charge, but get fried and/or explode from overcharging. [[spoiler:Guess how Electro goes down.]]
* ChekhovsGunman: Aleksei Sytsevich is a nameless, seemingly generic villain who appears to be present at the beginning of the film (with the rest of his thugs) just so Spidey can kick his ass in a nice opening action scene. After the fight ends and he's restrained by Spider-Man's webbing, he shouts "IT'S NOT OVER, SPIDER!", as Peter walks away, ignoring the threat. [[spoiler:Guess who breaks out of prison and is given control of the Rhino mecha-suit after the climax?]]
* ClockTower[=/=]ClimbingClimax: When Spider-Man fights the Green Goblin.
* ComicBookMoviesDontUseCodenames: Spider-Man averts this, naturally, and both Electro and Rhino name themselves as such. On the flipside, Harry is only called the Green Goblin in the credits.
* CorruptCorporateExecutive: Oscorp is run by them, with Menken establishing himself as the worst when he [[spoiler:covers up several of the company's atrocities and pinning them on Harry.]]
* CloseOnTitle: The first thing seen after the prologue is the symbol from Spider-Man's back and the title seems like it should be overlaid, yet it doesn't appear until the beginning of the end credits.
* CruelAndUnusualDeath: Despite being a TortureTechnician with no compunction, Dr. Kafka is offed by being strapped to the machine he was housing Electro in and being simultaneously shocked while being submerged, which would guarantee a slow and painful end.
* CruelTwistEnding: Although many fans anticipated such happening, [[spoiler:Gwen's death]] can come off as this. See DiabolusExMachina below.
* DiabolusExMachina: [[spoiler:Just after Peter and Gwen defeat Electro, Harry joins the fray at the last moment (even though he doesn't have any real reason to be there) and is directly responsible for Gwen's death.]]
* DisneyDeath: [[spoiler:{{Averted}} and {{Subverted}}. Peter's first reaction to Gwen's death is played ''like'' a DisneyDeath, but she doesn't wake up.]]
* TheDogBitesBack: [[spoiler:Electro and Harry work together to do this for Oscorp's betrayals of the two of them.]]
* TheDragon: Electro briefly becomes this to [[spoiler:Harry]] later on in the film.
* EarlyBirdCameo:
** [[http://screenrant.com/amazing-spider-man-2-3-norman-osborn-chris-cooper/ According to Chris Cooper]], this film is an introduction to Norman Osborn as a character, but not as a major force against Spider-Man. [[spoiler:Given that he dies offscreen, and that Cooper was worried about spoiling something, it's possible that Norman comes BackFromTheDead somehow - or that he was a LyingCreator.]]
** Felicia Hardy and Alistair Smythe make brief appearances, though time will tell if they have more significance to the plot in future movies.
* EasterEgg:
** In a FreezeFrameBonus moment in a MissingTrailerScene, the Oscorp computer that Harry pulls up, while extremely blurry, makes mention of Dr. Curt Connors, Dr. ComicBook/{{Morbius}}, ComicBook/{{Venom}} Storage, and Ravencroft.
*** In the movie proper, Venom Storage instead refers to the storage of venom from the genetically altered spiders that gave Peter his power. So while not THAT Venom, the naming was likely an intentional MythologyGag.
** A citizen that asks about what people think of Spider-Man appears in a shirt that looks like the one that belonged to Flint Marko, better known as the Sandman.
* EntitledBastard: Harry Osborn comes off as this instead of a desperate man trying to find a cure for his terminal disease.
* EnvironmentalSymbolism: [[spoiler: Gwen's death is moved to a clock tower, because she had previously given a speech about how fleeting life and time are. The location shift makes her death more tragic and ironic, given her emphasis on time in her graduation speech.]]
* EurekaMoment:
** [[spoiler:Harry realizes Peter is Spider-Man after he sees Spidey and Gwen together after previously learning about her relationship with Peter, and Spider-Man gives the exact same arguments to why Harry can't have a sample of his blood that Peter had earlier suggested he would]].
** Gwen and Peter have one when trying to figure out how to keep Electro from shorting out Spider-Man's web-shooters (as some people might not realize, the web-shooters are man-made, not a biological power of Peter's):
--->'''Peter:''' How am I gonna stop him? Every time I get close to him, he fries my web shooters.\\
'''Gwen:''' Okay, have you tried grounding them?\\
'''Peter:''' Yeah, I've tried everything. Rubber, plastic...\\
'''Gwen:''' Did you try magnetizing them?\\
'''Peter:''' I didn't try magnetizing them.\\
'''Gwen:''' Okay, well, remember eighth-grade science class? If you magnetize a nail with a battery...\\
'''Peter:''' ... it holds an electric charge.
* EvilCripple[=/=]DarkLordOnLifeSupport: As mentioned in the previous film, and as finally seen here, Norman Osborn is dying from certain complications. The trailer shows him apparently bedridden, casts his face in a [[MythologyGag sickly green light]], and his voice is croaky. [[spoiler:He supposedly dies offscreen.]]
* EvilIsPetty: Menken pinches Max's hydroelectric plant design when the man ''already works for Oscorp''. Other than the fact that he's just a massive {{Jerkass}}, there's no reason to have done this.
* EvilLaugh: Harry's is impressive.
* EvilTowerOfOminousness: The Oscorp tower.
* FailureMontage: After an encounter with Electro overloads his web shooters, Peter is shown trying to find a way to keep that from happening, resulting in him repeatedly making batteries explode and eventually starting a fire.
* FakeCrossover: With ''Film/XMenDaysOfFuturePast''. See TheStinger for details.
* FakeShemp: Whilst Uncle Ben appears in flashbacks to the night Peter's parents left him with Ben and May, the cameras never show Ben's face due to Martin Sheen not returning for the film. The exception is a shot lifted from the last film, which gets around the issue.
* {{Fanboy}}: Max Dillon, for Spider-Man. Until he becomes Electro.
* {{Foreshadowing}}: The movie blatantly displays Dr. Octopus' robotic arms and the Vulture's wings among the weapons technology at Oscorp. This ''would'' be a spoiler if they didn't slowly pan the camera to give both of them a good showing before zooming in on the Rhino's suit.
** [[spoiler:Gwen Stacy's entire graduation speech is about how teenagers like to think that they are immortal, but that death is inevitable.]]
** [[spoiler:Also, Captain Stacy's appearance when Gwen shows up during the Electro fight pretty heavily implies the outcome.]]
** [[spoiler:When Gwen meets up with Peter, there is a store called Forever 21 behind her. This is both foreshadowing she's not getting any older, and a reference to The Amazing Spider-Man #121, the issue of comic Gwen's death. Of course, it's also just a major fashion retail chain, so it may be a coincidence.]]
* ForgottenFirstMeeting: DoubleSubverted. After Max Dillon becomes Electro, he causes a scene in Times Square, prompting Spider-Man to arrive. While Spidey ''does'' remember Max once reminded of the incident, he has trouble recalling his name (in the Web-Head's defense, he remembers the conversation, and that he told Max that he's Spidey's "eyes and ears").
* FourIsDeath: [[spoiler:The time on the clock tower displayed when Gwen dies is 1:21, a reference to Gwen's death in the comics in Amazing Spider-Man #121. But look at where the hands land - the minute hand is past the four-hour mark while the hour hand is on the four minute mark.]]
* FranchiseZombie: ''The Amazing Spider-Man 2'' is a sequel to a reboot that [[AshCanCopy was made so that Sony could hold on to Spidey's film rights]] and wasn't initially intended to be made; at this point, we're continuing way past what Sony and Raimi originally planned in the early 2000s. Several reviews of the movie even use the very term "franchise fatigue".
** And yet the series is not only on the books for another sequel (with a far-flung release of 2018) but one ''after'' that as well (currently TBA[[note]]originally ''[=ASM3=]'' was set for a 2016 release and ''4'' had the 2018 release but Sony delayed ''3'' and gave it the date set aside for ''4'', so ''4'' doesn't have a release date right now[[/note]]). If it manages to get that far while retaining an audience, it will outpace even the series that it rebooted. And that isn't all: there are ''{{spinoff}}s'' planned too (one for the VillainTeamUp ''Sinister Six'' and some other ideas, including a potential female-focused film and a possible Venom spinoff, have been tossed into the mix by Sony).
* FromNobodyToNightmare: Max Dillon goes from ignored Oscorp technician to a being of pure energy with a chip on his shoulder.
* GenderBlenderName[=/=]GenderFlip: Dr. Kafka is a man instead of a woman as in the comics, but is still named Ashley (which ''used'' to be a staunchly male name, as it was with ''Film/GoneWithTheWind'' or ''Film/TheEvilDead1981'').
* GoofyPrintUnderwear: Aleksei Systevich wears boxers with rhino faces (appropriately enough).
* GraveMarkingScene: [[spoiler:Parker spends a lot of time at Gwen's gravestone. Doubles as a ReallyDeadMontage.]]
* GuiltComplex: [[spoiler:Peter really goes hardcore with this. He's feeling guilt towards himself throughout the whole movie for continuing to date Gwen despite her father telling him to stay away from her out of concern for her safety. He also feels guilty about both Max and Harry, who both blame him for failing to help them. Then when Gwen actually dies because he came back to her anyway after she was moving to England (although granted, she should have listened to his warnings to stay away from the battle), it hits him so hard that he spends five whole months mourning her death and blaming himself over it. He finally snaps out of it when he listens to Gwen's speech again and realizes the city still needs him.]]
* HappyBirthdayToYou: Max sings this song to himself.
* HarmlessElectrocution: Zig-zagged. Spidey gets zapped so much it borders on ridiculous, but just walks it off. At one point he's literally connected to the city's primary hydroelectric power planet and is only sent flying and stunned for a minute. It's possible his rubberized suit shielded him, as a couple of eywitnesses to his first battle speculate, and he has SuperToughness and HealingFactor for an additional handwave. Averted with all the other humans Electro zaps, who tend to die immediately.
* HerrDoktor: Doctor Kafka.
* HeroicBSOD: [[spoiler:When Gwen dies, Peter is out of action for five months.]]
* HopeSpot: [[spoiler:For a second there, it looks like Peter has succeeded at saving Gwen. Until her head hits the ground.]]
* IJustWantToHaveFriends: Max Dillon has been an overlooked nobody for all of his life. When Spider-Man saves him, comforts him by noticing his name on his Oscorp badge and acting like friends, Max is overjoyed. He's later happy to hear Gwen remembered his name from the conversation on the elevator. [[spoiler:Harry Osborn is able to win over Electro's assistance by saying how much he needs his help. The words "I need you" from Harry to Max seem to be the primary reason that Dillon agreed to help.]]
* ILetGwenStacyDie: How Peter feels about Captain Stacy's death. [[spoiler:And, true to form, Gwen's.]]
* IdiotBall: Several characters grab this during [[spoiler: the final scene where the child confronts the Rhino. The one where the mother brought her child to a gunfight, let him slip by her, and all of the police choosing not to save the kid but instead focus on keeping the mother behind the police line.]]
* IncomingHam:
** Aleksei Sytsevich is introduced with him laughing maniacally as he plows his truck through traffic.
*** He literally bellows "SAY HELLO TO ALEKSEI SYTSEVICH!!!"
** "I am Doctor Kafka!"
* ItOnlyWorksOnce: During his first battle against Electro, Spider-Man hits him with water, defeating him. By the time Spidey uses the trick again, Electro had already figured out a way to create a barrier to protect himself.
* IWarnedYou: A heart-wrenching subversion -- [[spoiler:Peter warns Gwen Stacy not to follow him to his battle with Electro, but she's so adamant that he has to trap her against a car hood with his webbing to keep her away. She eventually cuts herself free, and a series of events takes place leading to her death, which Peter obviously mourns over too much to say "I told you so." However, without her, it's possible that defeating Electro would not have even been possible.]]
* KickTheDog: Max's life is just a series of these moments. His power plant designs are used without giving him an once of credit. Alistair Smythe casually orders Max to stay behind at work on his birthday and repair a problem, ignoring Max's blustering, even throwing in a knife-twisting "Happy Birthday." Finally, the technician refuses to cut the power to the circuitry before Max repairs said problem simply because he's clocking out and doesn't feel like it, completely ignoring Max's protests about the danger.
* {{Leitmotif}}: All the major characters have one.
** Spider-Man has a very triumphant, heroic trumpet.
** Gwen has a simple piano melody, which receives a stunning reprise in "We're Best Friends".
** Electro, appropriately, has an electronic theme of synthesised instruments, containing many whispering voices ("He lied to me, he shot at me, he hates on me, afraid of me, he's dead to me"), seemingly representing his own paranoia. Conversely, Max's is an understated, woodwind-based arrangement, fitting of his tendency to be overlooked. (It's worth noting that it gets a very dark, almost horrific reprise with full EtherealChoir participation, twice later in the movie: [[spoiler: once in his terrifying transformation sequence, and another at his defeat by Spider-Man and Gwen.]]
** The Green Goblin is unnervingly heralded by a shrill electronic howl.
** While not used in a majority of the movie, The Rhino has a Leitmotif that sounds like a pounding rock beat.
* LikeASonToMe[=/=]ParentalSubstitute: May fears that Peter is seeking out information on his father because he is dissatisfied with her as a parent figure. [[TearJerker After she chokes out the words "You're mine!"]] he instantly reassures her that he truly does love her and appreciates all she's done.
* TheMafiya: An Oscorp truck carrying plutonium is hijacked by the Russian mafia at the beginning.
* MagicPants: Electro's trunks and the instruments attached to him somehow move with him as he [[RideTheLightning rides the lightning]]. He later upgrades to a proper costume which does the same.
* MetaOrigin: Introduced in [[Film/TheAmazingSpiderMan the previous film]], though taken several steps further in this movie. Specifically, Max Dillon is an Oscorp scientist who gets his [[ShockAndAwe electricity-based powers]] from an Oscorp project gone awry, [[spoiler:Harry Osborn]] gets his powers from a self-inflicted dose of the spider venom that gave Peter his abilities, Alexei Syetsevich gets his robotic exoskeleton from Oscorp's mysterious "Special Projects" division, and the first scene reveals that an Oscorp assassin murdered Peter's parents. The final scenes also show [[spoiler:the Vulture's wings and Doctor Octopus' tentacles]] in the Special Projects vault, possibly {{foreshadowing}} both villains being backed by Oscorp. Not to mention that Felicia Hardy is introduced as an Oscorp secretary, possibly setting up [[ClassyCatBurglar Black Cat]] to be connected to Oscorp in some way.
* MickeyMousing: 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!
* MiniMecha: The Rhino suit. It also exhibits shades of PoweredArmor (at least when it's in its bipedal form).
* MissingTrailerScene: The scene where Harry informs Peter that Oscorp has been monitoring him was cut, as were the scenes of Gwen visiting Aunt May while looking for Peter, Peter sitting on a building, and Norman's remark that "We have plans for you, Peter Parker...". The scene with the Man In the Shadows walking past the Oscorp equipment was also altered, with the Venom symbiote being replaced with Rhino's armour.
* MonumentalDamage: Times Square gets seriously trashed during the first battle between Electro and Spider-Man.
* MovieSuperheroesWearBlack:
** Electro wears a dark leather outfit with no mask, as opposed to his traditional comic costume, which consists of green tights and a big yellow mask. On his Website/{{Tumblr}} blog, Creator/BrianBendis was quick to point out they basically adapted Electro's design from ''Comicbook/UltimateSpiderMan''.
** The Green Goblin wears half-finished PoweredArmor that has green plating overlaying black.
** Averted with Spidey himself, however; the suit's colors have brightened and the eyepieces have grown larger, moving it closer to both the comics and the Tobey Maguire/Sam Raimi suit.
* MythologyGag:
** Gwen wears an outfit that's very similar to [[spoiler:what she was wearing [[ComicBook/TheNightGwenStacyDied when she died in the comics]]. [[ItWasHisSled Guess what happens]]]].
** Spidey and Electro's first meeting results in a fight after a misunderstanding, like in ''WesternAnimation/TheSpectacularSpiderMan''.
** The Green Goblin wears PoweredArmor, like the versions seen in Raimi's ''Film/SpiderManTrilogy'' and the ''WesternAnimation/{{Ultimate Spider-Man}}'' cartoon, [[spoiler:although he is most similar to the New Goblin from ''Film/SpiderMan3'']].
** Norman Osborn doesn't suit up as or call himself the Green Goblin in this film, but he has a somewhat mutated appearance with greenish skin and claws in a nod to the {{Body Horror}}-based [[ComicBook/UltimateSpiderMan Ultimate Green Goblin]].
** Max Dillon's birthday cake, which has green icing with yellow lightning bolts, is a shout-out to his classic costume.
** Felicia Hardy (The Black Cat) is Harry's secretary.
** Doc Ock's tentacles look the same as they did from ''Film/SpiderMan2''.
** The ComicBook/{{Venom}} symbiote debuts in a behind the scenes photo, [[ComicBook/UltimateSpiderMan contained in several glass containers]] in an Oscorp lab. At the end of the Extended Edition trailer, it's seen contained in a floating orb, but [[NeverTrustATrailer in the final version of the film it is replaced by Rhino's armor]]. Eddie Brock is also a reporter and [[{{Foreshadowing}} wrote an article regarding the arrest of Cletus Kasady]], ending by saying that Cletus will not be able to cause any more "carnage" behind bars.
** Peter's ringtone is the [[WesternAnimation/SpiderMan1967 1960's Spider-Man cartoon]] theme. He also whistles the song as he webs up Aleksi Systevitch at the start of the film.
*** In another nod to the theme song, Harry paraphrases the "does whatever a spider can" lyric when discussing the Web-Head's abilities.
** The Man in the Shadows from the {{Stinger}} of the previous film returns, and he's revealed as [[spoiler:Mr. Fiers - the Gentleman from the ''Literature/SinisterSixTrilogy'' of novels.]]
** Gwen plans on moving to England following her graduation. In the comics, she temporarily relocated there following her father's death.
** Peter has taken a job as photographer with the Daily Bugle. Jonah still pays him poorly and berates him in [[LargeHam all caps emails]].
** Peter has a picture of rapper/actor [[Music/ChildishGambino Donald Glover]] in his bedroom. Glover famously campaigned to play Peter Parker in the [[Film/TheAmazingSpiderMan previous movie]], which ignited a firestorm of controversy and partially led to the creation of [[Comicbook/UltimateSpiderMan Miles Morales]].
** The Green Goblin fight has a few call backs from the Sam Raimi's ''Film/SpiderManTrilogy'' such as:
*** [[spoiler:A certain fruit-based projectile that appears out of nowhere after Peter crashes into a building, ala the [[Film/SpiderMan first movie]]'s Goblin fight climax.]]
*** [[spoiler:Peter knocks Harry off his glider, who then proceeds to knock his head on metal on the way down, ala the New Goblin fight in ''Film/SpiderMan3''.]]
*** [[spoiler:Harry letting Gwen fall is not unlike the Goblin letting Mary Jane fall in ''Film/SpiderMan'', nor is it unlike Doc Ock letting Aunt May fall in the original ''Film/SpiderMan2''.]]
*** When Gwen [[spoiler: falls]], Spider-Man's web resembles hands reaching out to her. Back in ''Film/SpiderMan3'' the Venom symbiote looked like this while dripping on Eddy Brock after Peter rejected it.
** [[spoiler:After Gwen dies, the clock stops at 1:21. In the comics, Gwen died in issue #121.]]
** Neogenics is mentioned. In the 90's ''WesternAnimation/SpiderManTheAnimatedSeries'', Neogenics is basically the science of mutating people by LegoGenetics; it's what mutated the spider that bit Peter and gave him powers, and goes on to become responsible for most of Spidey's RoguesGallery.
** Alistair Smythe is the man in the elevator who told Max to stay behind to check an electrical problem where he would later get his powers. He becomes the Ultimate Spider-Slayer.
** During the final battle, Electro tosses Spider-Man around with Tesla Coils to the tune of "Itsy Bitsy Spider". This is a recurring method of how villains would taunt Spider-Man in the comics and was even featured in the first Sam Raimi ''Film/SpiderMan'' film.
** The final battle with Electro shares many similarities with the final battle with Electro/Hyper-Electro in the 2001 PlayStation game ''VideoGame/SpiderMan2EnterElectro'', from the battle taking place amongst a field of electrical towers right down to the AGodAmI dialogue.
** Peter has the flu and buys medicine early in the film. In the original comics, Peter was sick with the flu during the events of [[spoiler:Gwen Stacy's death.]]
* NeverFoundTheBody:
** [[spoiler:Electro seemingly explodes after Peter and Gwen restart the power grid and overcharge his body.]]
** [[spoiler:Norman Osborn is announced to be dead, but [[KilledOffScreen he passes away offscreen]]. His body is never shown -- the only thing left in the room he was in was just some staff tidying his room and removing medical equipment.]]
* NiceJobBreakingItHero:
** Electro and Spidey meet in Times Square. Spidey has managed to talk Max down and while Max is grumpy, he's still in a reasonable state of mind... until the police sniper [[ShootHimHeHasAWallet misinterprets Max stumbling and flaring electricity as a threat and fires]].
** [[spoiler:In the battle with the Green Goblin, Peter starts the gears of the clock tower moving in order to strangle Harry, which quickly leads to his downfall as the gears begin to whirl round to snap the web that is stopping Gwen from falling. Peter jams his foot in the gears which causes them to explode, both cutting the web that is strangling Harry, and the web holding Gwen. As if that wasn't enough, Peter's attempt to save Gwen is inevitably doomed to failure. He fires a web which grabs her, before grabbing a metal pole while falling at full velocity. The web going taut causes Gwen to suffer an extreme whiplash which breaks her neck as well as smashing her head on the ground floor of the clock tower.]]
* NeverTrustATrailer: As with ''The Amazing Spider-Man'', the trailers prominently featured several scenes that were either heavily altered or [[MissingTrailerScene outright removed]] from the final version of the movie.
** Many of the trailers show Spider-Man fighting [[spoiler:Rhino]], making it look like there is an epic fight scene between the two. [[spoiler:The Rhino shows up for about the last five minutes of the film and the literal last scene of the movie is Spider-Man swinging the manhole cover around toward Rhino. We don't even see if it hits Rhino or not.]]
** [[http://amazingspiderman.wikia.com/wiki/File:Amazing-spider-man-2-poster.jpg This promotional poster]] is also misleading, since Spider-Man fights each of the villains in turn -- not a three-on-one rumble.
* NoBiochemicalBarriers: Subverted in a human-to-human basis. [[spoiler:The DNA Richard Parker used in his human-spider trials for medical research was his own, so only his own genetic line (including Peter) can harness the real powers of the spiders' venom. Harry tries, not knowing this... and it goes [[BodyHorror very badly]].]]
* NoOSHACompliance: At the very least they could have put a sturdy lid on that water tank in the middle of all the electric equipment.
* NotHisSled: [[spoiler:Harry Osborn is the Green Goblin, instead of his father Norman.]]
* NotTheFallThatKillsYou: Subverted; [[spoiler:Gwen dies when Peter fires a webline to catch her after she starts falling from the top of the clocktower, and he grabs a pole to stop their descents before Gwen hits the ground. He's able to stop her mere inches off the ground, but her built up momentum results in her neck snapping and head smashing against the floor when the taught web makes her bounce.]].
* OhCrap: Gwen has one that is PlayedForLaughs when Peter webs her hand to a car to stop her from helping him defeat Electro. She yells "PETER!" then her eyes bulge and she covers her mouth upon remembering that he's supposed to be keeping a secret identity. She later has another one that is '''NOT''' PlayedForLaughs when [[spoiler:a strand of web that she's holding on to, which is stopping her from falling hundreds of feet, snaps.]]
* [[OncePerEpisode Once Per Movie]]: A dark version. At the end of each movie so far [[spoiler: a Stacy has died]].
* OnePersonBirthdayParty: Since nobody remembers his birthday, Max celebrates it all by himself by buying a small birthday cake, putting up some meager decorations, and even making a invite card all for him.
* {{Oxbridge}}: Gwen applies and is admitted to the University of Oxford.
* PhlebotinumOverload: [[spoiler:Electro is beaten by directing the energy from the hydroelectric plant into him, giving him more power than he can handle. Like an overcharged battery, BOOM.]]
* PhotoOpWithTheDog: Oscorp building a series of hydroelectric towers to power Manhattan after the incident with Dr. Connors. Although this was probably done just to save face and gain good publicity.
* PlotThreads: Throughout the film, there are anywhere between two and four plot threads, depending on how they interact/crossover. They essentially break down to: the relationship with Gwen, the conflict with Max/Electro, the friendship/conflict with Harry and the further looking into of the disappearance of Peter's Parents.
* PopculturalOsmosis: [[spoiler:The big scene of Gwen Stacy's death took place at a clock tower and not the bridge]], because people may think that it would be taken from ''Film/SpiderMan 1'' by Sam Raimi. Actually, both scenes are loose adaptions of something that happened in the comics.
* PoorlyDisguisedPilot: A criticism levied against the movie is that the second half feels less like a movie about Spider-Man and more like an obvious set-up for a Sinister Six movie that Spider-Man just so happens to be in.
* PostClimaxConfrontation: The fight against Rhino happens at the very end of the film, after the main plot has resolved itself.
* PosthumousCharacter: George Stacy, who Peter keeps seeing due to his guilt over not keeping his promise.
* ThePowerOfBlood: Harry is led to believe that Spider-Man's blood contains the cure for his disease.
* ProductPlacement: Shameless and constant, especially for Sony's (the movie's studio) products.
* PsychoSerum: Used in an interesting way. Because of the way [[spoiler:Richard Parker made it -- using his blood -- the venom of the genetically enhanced spiders ''only'' has perfect regenerative and enhancing qualities when used on people of his bloodline, hence why Peter became Spider-Man. Their venom is dangerous when used by anyone else, and when Harry takes it to cure himself it ends up turning him into a giggling, violent psychopath.]]
* RaceLift: Electro, who's Caucasian in the comics, is played by the African-American Jamie Foxx.
* TheRealHeroes: In his first battle with Electro, Spider-Man defeats him thanks to the firefighters' assistance, as they take Max down with high-pressured water blasts.
* RealityEnsues:
** [[spoiler:Even if he'd fired his web at Gwen sooner to break her fall, she definitely would have had to contend with the whiplash, which would definitely hurt. Doing it at the last minute, when she's inches from the ground and falling at terminal velocity, was bound to kill her.]]
** Played with regarding Max's lab accident. Obviously, falling into a tank filled with electric eels that shock you, while also ''holding an electric cable'', would result in a normal person dying. In fact, as far as Oscorp was concerned, Max ''was'' dead. However, the fact that they were ''genetically-altered'' eels ends up making Max NotQuiteDead.
* RememberTheNewGuy:
** Harry wasn't mentioned at all in the previous film, but he and Peter were friends when they younger -- the explanation given is that Norman shipped Harry off to boarding school at 11.
** The Daily Bugle and its staff. Despite not being mentioned at all in the first film (beyond the advertisement asking for pictures of the Lizard), Peter is already working for the paper as a freelance photographer at the start of this film.
* RoguesGallery: A lot of them turn up in one form or another this time around. Alongside Electro, Goblin and Rhino, Felicia Hardy (Black Cat) shows up as Harry's secretary, while Alistair Smythe (the Spider-Slayer) is Max's boss, and [[spoiler:the Gentleman]] shows up at the end. Worth mentioning, since [[spoiler:it seems to be an InvokedTrope in-universe: [[MetaOrigin Oscorp are linked to all of the supervillains, and seem to want to make some more]].]]
* RoomFullOfCrazy:
** Max Dillon has his own stalker room of Spider-Man, again complete with photos and newspaper clippings, as well as a mirror next to one photo so he can pretend that ''he'' is Spidey's secret identity, because of a crippling inferiority complex and nobody noticing him (his own mother forgets when its his birthday).
** Peter Parker's own room takes on some attributes of this trope as he fills a wall with clippings, notes, annotated maps, and the like in his effort to figure out what really happened to his father; Aunt May is concerned when she notices it.
* SanitySlippage: [[spoiler:Electro as part of the effect of his transformation and Harry from the effects of his disease.]]
* ScrewTheMoneyIHaveRules: Peter declines Harry's offer of giving him whatever he wants.
* ScrewThisImOuttaHere: Menken wisely runs like hell the minute [[spoiler:Harry stops pointing a gun at him]].
* SequelHook: [[spoiler:Harry and the Man in Black begin putting together a team, with Harry opting to keep it small.]]
* ShaggyDogStory: A major story arc in the movie is rendered moot in the last twenty minutes of the film. [[spoiler:Peter and Gwen's entire romance becomes this when she gets killed by the Green Goblin. A particularly grating instance comes when she says that she is perfectly fine with accepting the danger that comes with being in love with Spider-Man, which almost immediately segues into her death.]]
* ShoutOut:
** Electro [[Franchise/StarWars wears a black hood and shoots lightning from his fingers]].
** The end credits features several close-up images of blueprints in a way similar to the end credits of ''Film/TheAvengers''. By using the Shazam music identification map to identify "It's On Again" by Music/AliciaKeys, the song playing in that portion of the credits, the blueprints are revealed to be [[spoiler:the Sinister Six's gear - Green Goblin's glider, Rhino's armor, Doctor Octopus' arms, Vulture's wings, Mysterio's mask, and Kraven's knife]].
** The license plate on the police cruiser [[spoiler:Gwen uses to [[CarFu ram Electro]]]] reads [[StarTrek 1701]].
* SinisterSurveillance: In a MissingTrailerScene, Harry informs Peter that, for some reason, Oscorp has been keeping him and his family under surveillance from some time. Even without the scene in the film, it was most likely was in effect anyway, as it's evident that they've been keeping tabs on the superhumans they've created.
* SirNotAppearingInThisTrailer: Despite the Rhino suit getting a lot of play in the posters, Paul Giamatti is mostly absent from the promotional material. He doesn't even appear ''at all'' in the "Enemies Unite" trailer, even though the Rhino armor itself shows up.
* SlasherSmile: The Green Goblin.
* SlowMotionFall: When [[spoiler:Gwen Stacy]] fell this way, and with those soft noises in the background, you can be sure that it won't end well.
* SmugSnake: Alistair Smythe.
* SoapOperaDisease: The vaguely-defined-but-lethal genetic condition both Osborns have progresses at the speed of plot: Norman says it starts with shaky hands at about Harry's age, but he lived to age 64 with it (we see his birth and death year on the news.) Harry, on the other hand, looks like he's at death's door only a few ''days'' after being told that it's hereditary.
* SoapOperaRapidAgingSyndrome: Gwen's brothers are clearly older than they were when their father died, despite it only being a few months ago. Obviously, this is because it's been two years since they shot their scenes in the first film and the film used the same actors from the previous film, rather than recasting them with actors the same age as the first film. Likewise, this applies to Peter in flashbacks to the night his parents left him with Ben and May, but the film gets around it by only showing him in close-ups (to hide that he's clearly taller) or reusing footage from the last film.
* SpiderSense: The indicating sound effect established by the first film continues, but with the addition of slowed-down sequences that show how Spider-Man sees things. This primarily happens during the first Electro fight and [[spoiler:as Gwen is falling to her death. This makes one consider whether her fall feels much longer to Peter than its real-time of 15-20 seconds.]]
* StalkingIsLove: Subverted; Peter follows Gwen around without her knowing despite the two of them breaking up; of course, Peter was making sure she was safe and Gwen didn't want to break up the relationship. Its not really treated as overly romantic, either, more a sign that Peter can't let her go despite wanting to, to demonstrate his struggle with his guilt over breaking his promise to her father conflicting with his feelings for her.
* StalkerWithoutACrush: Electro's defining trait. After being saved by Spider-Man and given some amicable words, Max Dillon has imaginary conversations with the hero and describes the hero as his best friend to anyone who will listen. When Gwen and Harry treat him without the contempt or indifference he expects of others, he reacts similarly.
* StartOfDarkness: Both Electro and [[spoiler:Harry]] start as decent guys before {{Freudian Excuse}}s team up with SanitySlippage to make the film's AxCrazy antagonists.
* TheStinger:
** The ending credits are literally interrupted without warning to bring you a preview clip from ''Film/XMenDaysOfFuturePast'', before continuing as if nothing happened. The explanation given is that director Marc Webb had been stuck in a contractual tug-of-war between Sony and Fox over work on this film and a sequel to ''Film/FiveHundredDaysOfSummer''. Fox decided to relent in exchange for free advertising of their own superhero film.
*** This got a lot of people thinking that ''Days of Future Past'' would be a Spider-Man crossover. It was not to be.
** A more unconventional stinger can be found by using the Shazam smartphone app during the credits. Doing so reveals a couple extreme close-up images hinting at the line-up for the Sinister Six. [[spoiler:Green Goblin, Doc Ock, Rhino, Vulture, Kraven and Mysterio.]]
* StringTheory: Peter has set one up in his room regarding his parents' disappearance.
* SympathyForTheDevil:
** All Max Dillon wanted was a friend - even after he becomes a PsychoElectro.
** Harry Osborn just wanted to have a normal life that was free of the genetic disease.
* TheBigBoard: Peter uses a bulletin board and tape to plot out all the clues on his father.
* TheReveal: The reason Richard and Mary Parker left Peter with Ben and May was [[spoiler:Norman Osborn making a deal to weaponize the genetic research Richard was conducting to try and cure Norman's disease. When Richard found out, he tried to destroy all of the data and went on the run because the spiders used in the research were coded specifically to his blood, so Norman needed Richard or his bloodline to complete the research.]]
* TimTaylorTechnology: Peter tries to keep Electro from shorting out his web shooters by hooking up increasingly large batteries to them in an attempt to withstand the charge. He gives up after a car battery proves insufficient.
* TooDumbToLive:
** Harry breaks into Oscorp with Electro's help, Electro kills one guard with ease after materializing out of nowhere and the two holds Donald Menken hostage. After seeing all this, Menken decides it's a good idea to talk down to the two guys when one of them can kill him with a gesture. As the result he very nearly does die from Electro's spark and only survives because Electro resuscitates him MagicalDefibrillator style.
** There's also that kid during the fight scene with the Rhino, who runs past the police ''into a gunfight'' to try and "help". If the Rhino WouldHurtAChild, it might have ended very badly for him.
* TrailersAlwaysSpoil:
** One thing that is nigh-universally agreed upon is that the teasers and trailers gave away far too much of the movie, with nearly every major scene spoiled in advance. A rare case of this crossing over with NeverTrustATrailer as well, since despite this the trailers were also ''very'' misleading in regards to the plot, such as making Electro out to be a more important character than he was in the actual movie, and downplaying the romance between Peter and Gwen which is far more prominent, not to mention the presence of scenes that were not in the final movie.
** The twist of Green Goblin being in the movie, especially since he only appears in character towards the end of the movie. The poster also spoils it but it was released slightly earlier.
** The "Vengeance" TV spot makes [[spoiler:what happens to Gwen]] obvious.
** Rhino's mech suit, plastered over the posters and trailers, doesn't show up until the very end.
** The reveal of Doctor Octopus' tentacles and Vulture's wings comes at the end of the film. The impact of the shot is clearly ruined by the trailers showing them months in advance.
** An internet ad for the Blu-Ray release of the movie casually reveals a major plot spoiler for the alternate ending: [[spoiler:Peter meets his father after Gwen dies]]. Of course, given that this is an alternate ending, it probably isn't going to reflect anything canonical in the series.
* TragicVillain: Max Dillon was overworked, unappreciated, and friendless. Getting superpowers overwhelmed him, and he was immediately labeled a freak for gaining them. It's a bit understandable that he went down the path to becoming a supervillain shortly afterwards.
* {{Troll}}: In the climactic battle, Electro begins zapping between pylons to the tune of "Itsy Bitsy Spider" for no other reason than to taunt Spidey. Or perhaps [[ItAmusedMe he thought it clever as an jab]].
* UnhandThemVillain: Peter tells [[spoiler:Harry]] this concerning Gwen, to which he complies. He manages to catch her. [[spoiler:Unfortunately, where they landed led to her eventual death, anyway.]]
* UnspokenPlanGuarantee: Actually averted; [[spoiler:during the final tussle with Electro, Peter and Gwen work out a plan to stop him out loud: Peter will reconnect the cables while Gwen flips the back-up switch, thus overcharging Electro and taking him out of the fight. The plan works perfectly, with the only hitches being Gwen having to prise a padlock key out of a corpse's hand and Peter getting thrown back by another electric blast.]]
* VillainousFriendship: [[spoiler:Green Goblin uses this trope with Electro. It actually works out, with neither side betraying or pissing off the other, and both getting what they want.]]
* WhatHappenedToTheMouse:
** Menken gets the hell out of dodge at the end of the second act and doesn't show up again. [[spoiler:He was originally supposed to be killed by Harry, but his death scene was cut from the film]].
** It's unclear what happens to Felicia after [[spoiler:Menken pins Oscorp's crimes on Harry and uses it as excuse to fire him]].
** From the first Amazing movie: the subplot of Uncle Ben's killer still being on the loose is never brought up or acknowledged in any way. To draw further attention to this, it ''is'' part of the plot of [[VideoGame/TheAmazingSpiderMan2 the video game]].
*** That could just be CharacterDevelopment, Peter stopped looking in the first film, because Spider-Man was supposed to be helping people, not be him out for vengeance.
* WoobieDestroyerOfWorlds: Max. Also, Harry, [[spoiler:until he causes Gwen's death]].
* WouldntHurtAChild: [[spoiler:When the little boy stands up to the Rhino, he stops shooting just as the cops do, and waits for the kid to get back to his mother before properly engaging in a fight with Spider-Man, even allowing Spidey to have a conversation with the boy in plain sight, when he could have taken both out (or tried) with some of his long-range weaponry]]. This is TruthInTelevision, as most criminals consider harming a child as the lowest thing anyone can do.
* YouSeeImDying: Subverted; Norman Osborn reveals to Harry that the disease he's suffering from is genetic. Harry, however, plays this straight as he explains to Peter why he needs Spider-Man.
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