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Film: The Amazing Spider-Man 2

You Have Been Warned: this page has unmarked spoilers for the previous entry in the series.

"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 Marvel Comics superhero Spider-Man and the sequel to 2012's The Amazing Spider-Man, once again directed by Marc Webb and starring Andrew Garfield as Peter Parker/Spider-Man. It is the second installment in The Amazing Spider-Man Series.

Following the fallout of 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 (Emma Stone), 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 electricty-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 as Felicia Hardy and Paul Giamatti 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.

As was the case with the first movie, Beenox made the video game adaptation.

Official trailer here.

This film provides examples of:

  • Aborted Arc: It seems the arc from the first movie of Peter hunting Uncle Ben's killer has been dropped, despite it being a Sequel Hook last time. Of course, Peter could have simply found the crook in the Time Skip between that movie and this one, as The Daily Bugle's Tumblr supports this. Either that, or he can simply be a Karma Houdini 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.
  • Action Girl: 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. Even though she does get herself killed in the end for getting involved.
  • Annoying Laugh: Discussed between Peter and Gwen about the latter.
  • Arc Words: 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. The file ends up being located at an abandoned section of Roosevelt Avenue.
  • Adaptation Distillation/Composite Character:
    • The movie version of the Rhino is a Russian thug like the mainstream version, but sports a suit of Powered Armor like the 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 The Spectacular Spider-Man take. There is also a precedent to him being a vengeful social outcast in Spider-Man: The New Animated Series.
    • 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. 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 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.
  • Adaptational Heroism: 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.
  • Adaptational Villainy: Dr. Kafka in the comics is a well-meaning psychologist with a number of success stories, not a ranting Mad Scientist (or a guy).
  • Advertised Extra:
    • 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. 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 a clear Sequel Hook as Harry is building the Sinister Six.
    • Played straight with 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.
  • A God Am I: Electro thinks that people will see him as one once he siphons all the electricity from Manhattan (and then, most likely, the world).
  • All There in the Manual:
  • Alternative Foreign Theme Song: The Japanese release uses Mika Nakashima and Kato Miliyah's "Fighter" as its theme song.
  • And the Adventure Continues: Peter becomes Spider-Man for the first time since Gwen's death, heading into battle against Rhino.
  • Artistic License - Physics: 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.
  • Ax-Crazy: Harry progressively becomes this throughout the movie.
  • Badass Boast: 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.
  • Battle Couple: Spidey and Gwen get a bit of this during the final battle with Electro.
  • Big Bad Duumvirate: Electro and Green Goblin, with Electro taking the role of The Heavy.
  • Bigger Bad: Oscorp, and most specifically Vice President Donald Menken. Their Starscream antics to the Osborn family and their "special projects" division directly lead to the creation of the Green Goblin and Electro.
  • Bittersweet Ending/Downer Ending: Gwen dies and Spider-Man suffers from Guilt Complex 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 Heroic Second Wind.
  • Boisterous Bruiser: Rhino, in his later appearance.
  • Book Ends: Spider-Man's first and final scenes feature him facing off Aleksei Sytsevich.
  • Bullet Time: How the film shows Peter's reflexes.
  • Bullying a Dragon: 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.
  • But for Me, It Was Tuesday: 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.
  • Call Back:
    • 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".
  • Calling the Old Man Out: 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.
  • Character Death:
  • Chekhov's Gun: 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. Guess how Electro goes down.
  • Chekhov's Gunman: 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. Guess who breaks out of prison and is given control of the Rhino mecha-suit at the climax?
  • Clock Tower/Climbing Climax: When Spider-Man fights the Green Goblin.
  • Comic Book Movies Don't Use Codenames: 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.
  • Corrupt Corporate Executive: Oscorp is run by them, with Menken establishing himself as the worst when he covers up several of the company's atrocities and pinning them on Harry.
  • Close on Title: 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.
  • Cruel and Unusual Death: Despite being a Torture Technician 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.
  • Cruel Twist Ending: Although many fans anticipated such happening, Gwen's death can come off as this. See Diabolus ex Machina below.
  • Diabolus ex Machina: Just after Peter and Gwen defeat Electro, Harry joins the fray and ends up responsible for Gwen's death.
  • The Dog Bites Back: Electro and Harry work together to do this for Oscorp's betrayals of the two of them.
  • Early-Bird Cameo:
    • According to Chris Cooper, this film is an introduction to Norman Osborn as a character, but not as a major force against Spider-Man. Given that he dies offscreen, and that Cooper was worried about spoiling something, it's possible that Norman comes Back from the Dead somehow - or that he was a Lying Creator.
    • Felicia Hardy and Alistair Smythe make brief appearances, though time will tell if they have more significance to the plot in future movies.
  • Easter Egg
    • In a Freeze-Frame Bonus moment in a Missing Trailer Scene, the Oscorp computer that Harry pulls up, while extremely blurry, makes mention of Dr. Curt Connors, Dr. Morbius, 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 Mythology Gag.
    • 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.
  • Entitled Bastard: Harry Osborn comes off as this instead of a desperate man trying to find a cure for his terminal disease.
  • Eureka Moment:
    • 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.
  • Evil Cripple/Dark Lord on Life Support: 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 sickly green light, and his voice is croaky. He supposedly dies offscreen.
  • Evil Is Petty: 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.
  • Evil Laugh: Harry's is impressive.
  • Evil Tower of Ominousness: The Oscorp tower.
  • Failure Montage: 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.
  • Fake Crossover: With X-Men: Days of Future Past. See The Stinger for details.
  • Fake Shemp: 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.
    • Gwen Stacy's entire graduation speech is about how teenagers like to think that they are immortal, but that death is inevitable.
    • Also, Captain Stacy's appearance when Gwen shows up during the Electro fight pretty heavily implies the outcome.
    • 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.
  • Forgotten First Meeting: Double Subverted. 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").
  • Four Is Death: 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.
  • Franchise Zombie: The Amazing Spider-Man 2 is a sequel to a reboot that 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 TBAnote ). 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 spinoffs planned too (one for the Villain Team-Up 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).
  • From Nobody to Nightmare: Max Dillon goes from ignored Oscorp technician to a being of pure energy with a chip on his shoulder.
  • Gender-Blender Name/Gender Flip: 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 Gone with the Wind or The Evil Dead).
  • Goofy Print Underwear: Aleksei Systevich wears boxers with rhino faces (appropriately enough).
  • Grave Marking Scene: Parker spends a lot of time at Gwen's gravestone. Doubles as a Really Dead Montage.
  • Guilt Complex: 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. Then when she 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.
  • Happy Birthday to You: Max sings this song to himself.
  • Harmless Electrocution: 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 Super Toughness and Healing Factor for an additional handwave. Averted with all the other humans Electro zaps, who tend to die immediately.
  • Herr Doktor: Doctor Kafka.
  • Heroic BSOD: When Gwen dies, Peter is out of action for five months.
  • Hope Spot: For a second there, it looks like Peter has succeeded at saving Gwen. Until her head hits the ground.
  • I Just Want to Have Friends: 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. 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.
  • I Let Gwen Stacy Die: How Peter feels about Captain Stacy's death. And, true to form, Gwen's.
  • Incoming Ham:
    • Aleksei Sytsevich is introduced with him laughing maniacally as he plows his truck through traffic.
    • "I am Doctor Kafka!"
  • It Only Works Once: 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.
  • I Warned You: A heart-wrenching subversion— 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.
  • Kick the Dog: 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 ("They lied to me, they shot at me, they hate on me, afraid of me, they're dead to me"), seemingly representing his own paranoia.
    • 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.
  • Like a Son to Me/Parental Substitute: May fears that Peter is seeking out information on his father because he is dissatisfied with her as a parent figure. 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.
  • The Mafiya: An Oscorp truck carrying plutonium is hijacked by the Russian mafia at the beginning.
  • Magic Pants: Electro's trunks and the instruments attached to him somehow move with him as he rides the lightning. He later upgrades to a proper costume which does the same.
  • Meta Origin: Introduced in the previous film, though taken several steps further in this movie. Specifically, Max Dillon is an Oscorp scientist who gets his electricity-based powers from an Oscorp project gone awry, 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 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 Black Cat to be connected to Oscorp in some way.
  • Mickey Mousing: Electro's Theme contains a lot of Dubstep, which usually cannot be heard by the characters in the movie themselves; however, during the final standoff between Spidey and Electro, the latter converts himself into his energy form and starts jumping between the coils of the power plant and punching Spidey in between. Everytime he switches from one coil to another, he makes them emit one tone at a time, creating a Tesla-coil rendition of "Itsy-Bitsy Spider". Spidey himself isn't particularly thrilled.
    Spider-Man: I hate this song!
  • Mini-Mecha: The Rhino suit. It also exhibits shades of Powered Armor (at least when it's in its bipedal form).
  • Missing Trailer Scene: 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.
  • Monumental Damage: Times Square gets seriously trashed during the first battle between Electro and Spider-Man.
  • Movie Superheroes Wear Black:
    • 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 Tumblr blog, Brian Bendis was quick to point out they basically adapted Electro's design from Ultimate Spider-Man.
    • The Green Goblin wears half-finished Powered Armor 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.
  • Mythology Gag:
    • Gwen wears an outfit that's very similar to what she was wearing when she died in the comics. Guess what happens.
    • Spidey and Electro's first meeting results in a fight after a misunderstanding, like in The Spectacular Spider-Man.
    • The Green Goblin wears Powered Armor, like the versions seen in Raimi's series and the Ultimate cartoon, although he is most similar to the New Goblin from Spider-Man 3.
    • 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 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 Spider-Man 2.
    • The Venom symbiote debuts in a behind the scenes photo, 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 in the final version of the film it is replaced by Rhino's armor. Eddie Brock is also a reporter and 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 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 Mr. Fiers - the Gentleman from the Sinister Six trilogy 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 all caps emails.
    • Peter has a picture of rapper/actor Donald Glover in his bedroom. Glover famously campaigned to play Peter Parker in the previous movie, which ignited a firestorm of controversy and partially led to the creation of Miles Morales.
    • The Green Goblin fight has a few call backs from the Sam Raimi Trilogy such as:
      • A certain fruit-based projectile that appears out of nowhere after Peter crashes into a building, ala the first movie's Goblin fight climax.
      • 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 Spider-Man 3.
      • Harry letting Gwen fall is not unlike the Goblin letting Mary Jane fall in the 2002 film, nor is it unlike Doc Ock letting Aunt May fall in the original Spider-Man 2.
    • After Gwen dies, the clock stops at 1:21. In the comics, Gwen died in issue #121.
    • Neogenics is mentioned. In the 90's Spider-Man: The Animated Series, Neogenics is basically the science of mutating people by Lego Gentics; it's what mutated the spider that bit Peter and gave him powers, and goes on to become responsible for most of Spidey's Rogues Gallery.
    • 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 Spider-Man film.
    • The final battle with Electro shares many similarities with the final battle with Electro/Hyper-Electro in the 2001 PlayStation game Spider-Man 2: Enter Electro, from the battle taking place amongst a field of electrical towers right down to the A God Am I 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 Gwen Stacy's death.
  • Never Found the Body:
    • Electro seemingly explodes after Peter and Gwen restart the power grid and overcharge his body.
    • Norman Osborn is announced to be dead, but 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.
  • Nice Job Breaking It, Hero:
    • 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 misinterprets Max stumbling and flaring electricity as a threat and fires.
    • 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.
  • Never Trust a Trailer: As with The Amazing Spider-Man, the trailers prominently featured several scenes that were either heavily altered or outright removed from the final version of the movie.
    • Many of the trailers show Spider-Man fighting Rhino, making it look like there is an epic fight scene between the two. 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.
    • This promotional poster is also misleading, since Spider-Man fights each of the villains in turn — not a three-on-one rumble.
  • No Biochemical Barriers: Subverted in a human-to-human basis. 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 very badly.
  • No OSHA Compliance: At the very least they could have put a sturdy lid on that water tank in the middle of all the electric equipment.
  • Not His Sled: Harry Osborn is the Green Goblin, instead of his father Norman.
  • Not the Fall That Kills You: Subverted; 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..
  • Oh Crap: Gwen has one that is Played for Laughs 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 Played for Laughs when a strand of web that she's holding on to, which is stopping her from falling hundreds of feet, snaps.
  • One-Person Birthday Party: 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.
  • Phlebotinum Overload: 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.
  • Photo Op With The Dog: 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.
  • Plot Threads: 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.
  • Popcultural Osmosis: The big scene of Gwen Stacy took place at a clock tower and not the bridge, because people may think that it would be taken from Spider-Man 1 by Raimi. Actually, both scenes are loose adaptions of something that happened in the comics.
  • Post-Climax Confrontation: The fight against Rhino happens at the very end of the film, after the main plot has resolved itself.
  • Posthumous Character: George Stacy, who Peter keeps seeing due to his guilt over not keeping his promise.
  • The Power of Blood: Harry is led to believe that Spider-Man's blood contains the cure for his disease.
  • Product Placement: Shameless and constant, especially for Sony's (the movie's studio) products.
  • Psycho Serum: Used in an interesting way. Because of the way 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.
  • Race Lift: Electro, who's Caucasian in the comics, is played by the African-American Jamie Foxx.
  • The Real Heroes: 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.
  • Reality Ensues:
    • 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 Not Quite Dead.
  • Remember the New Guy:
    • 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, Peter is already working for the paper at the start of this one.
  • Rogues Gallery: 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 the Gentleman shows up at the end. Worth mentioning, since it seems to be an Invoked Trope in-universe: Oscorp are linked to all of the supervillains, and seem to want to make some more.
  • Room Full of Crazy:
    • 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). When it so happens that one day Spider-man saves his life and calls him "my eyes and ears" after he calls himself a nobody, he gets overconfident and tries to fix dangerous electrical equipment in Oscorp labs by himself- leading to the accident that turns him into Electro. When Spidey meets him again and doesn't remember his name, he is furious and goes on a rampage.
    • 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.
  • Sanity Slippage: Electro as part of the effect of his transformation and Harry from the effects of his disease.
  • Screw This, I'm Outta Here!: Menken wisely runs like hell the minute Harry stops pointing a gun at him.
  • Sequel Hook: Harry and the Man in Black begin putting together a team, with Harry opting to keep it small.
  • Shout-Out:
  • Sinister Surveillance: In a Missing Trailer Scene, 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.
  • Sir Not-Appearing-in-This-Trailer: 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.
  • Slasher Smile: The Green Goblin.
  • Smug Snake: Alistair Smythe.
  • Soap Opera Disease: 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.
  • Soap Opera Rapid Aging Syndrome: 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.
  • Spider-Sense: 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 as Gwen is falling to her death. This begs the question of whether her fall feels much longer to Peter than its real-time of 15-20 seconds.
  • Stalking Is Love: 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.
  • Stalker Without A Crush: 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.
  • Start of Darkness: Both Electro and Harry start as decent guys before Freudian Excuses team up with Sanity Slippage to make the film's Ax-Crazy antagonists.
  • The Stinger: The ending credits are literally interrupted without warning to bring you a preview clip from X-Men: Days of Future Past, 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 (500) Days of Summer. 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 slightly more conventional 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. Green Goblin, Doc Ock, Rhino, Vulture, Kraven and Mysterio.
  • String Theory: Peter has set one up in his room regarding his parents' disappearance.
  • Sympathy for the Devil:
    • All Max Dillon wanted was a friend - even after he becomes a Psycho Electro.
    • Harry Osborn just wanted to have a normal life that was free of the genetic disease.
  • The Big Board: Peter uses a bulletin board and tape to plot out all the clues on his father.
  • The Reveal: The reason Richard and Mary Parker left Peter with Ben and May was 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.
  • Tim Taylor Technology: 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.
  • Too Dumb to Live: Harry breaks into Oscop 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 one of which 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 Magical Defibrillator style.
  • Trailers Always Spoil:
    • 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 Never Trust a Trailer 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 it obvious what happens to Gwen.
    • 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.
  • Tragic Villain: Electro.
  • 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 he thought it clever as an jab.
  • Unhand Them, Villain!: Peter tells Harry this concerning Gwen, to which he complies. He manages to catch her. Unfortunately, where they landed led to her eventual death, anyway.
  • Unspoken Plan Guarantee: Actually averted; 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.
  • Villainous Friendship: 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.
  • What Happened to the Mouse?:
    • Menken gets the hell out of dodge at the end of the second act and doesn't show up again. 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 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.
  • Woobie, Destroyer of Worlds: Max. Also, Harry, until he causes Gwen's death.
  • Wouldn't Hurt a Child: The reasoning is unclear, but when the little boy stands up to the Rhino, he stops shooting just as the cops do. He does, however, taunt him.
    • He also 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.
  • You See, I'm Dying: 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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