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Doctor Strange subtly expresses his opinion.

Spider-Man: No Way Home wouldn’t be a Spider-Man movie without a few funny moments.


Trailers/Behind The Scenes

  • Before leaving for warmer conditions, Wong warns Strange not to use the spell that could erase Spider-Man's identity from everyone's minds. Strange insists that he will not, but as soon as Wong goes through his portal, he winks at Peter.
  • The trailer shows Peter getting cold feet while Strange is casting the spell, and he continues to babble about who should know his identity while Strange repeatedly tells him to stop. The next shot shows the spell going wrong, which implies that the multiversal conflict of this film happens — either fully, or partly in conjunction with other recent MCU events — because Peter wouldn't stop talking.
  • In the final trailer, we see Doc Ock held captive in a prison and he tells Peter, MJ and Ned his full name, Otto Octavius. The three stand there briefly before laughing and Peter asking Otto what his real name is. Both Otto and his tentacles look utterly confused and unamused.
  • Dr. Strange is obviously annoyed at everything going on and snaps at Peter, MJ, and Ned, telling them to "Scooby-Doo this crap!" MJ snarks back that this is also kinda his fault, too, and that she knows a few magic words like "please". Strange's response? A resigned "Please... Scooby-Doo this crap."
  • The international variant of the second trailer has a scene where the Lizard gets punched in the face by nothing at all. It's a result of a certain someone who was edited out of the trailer, but this led to jokes that the Lizard's opponent is invisible. Or possibly Ant-Man. Or even John Cena. And others about how, among many leaks of sensitive information, the oversight in editing all but spoiled the involvement of Andrew Garfield's Spidey, and by proxy another Spidey. (Note that in the actual film, it was the Tobey Maguire's version of Spider-Man who kicks the Lizard, not Garfield's version as the leaks would imply, making it an odd version of Bait-and-Switch)
  • Jameson's stunned reaction to the Lizard appearance: "Was that a dinosaur?!"
  • We're given a brief glimpse of Norman tossing a pumpkin bomb offscreen and, in a Freeze-Frame Bonus, Osborn looks absolutely delighted that he's doing so.
  • Alfred Molina talking about how excited he was to be back on set:
    Alfred: [cheerfully] It was wonderful. It was very interesting going back after 17 years to play the same role, given that in the intervening years, I now have two chins, a wattle, crow's feet and a slightly dodgy lower back.
  • During an interview, Willem Dafoe, Alfred Molina, and Jamie Foxx all talked about their reasons for reprising their roles—specifically because they liked the story and were delighted to get the chance to return as their characters. But before he agrees with the others, Alfred takes the time to joke about how he just wanted a paycheck.
    • During the same interview, Willem talks about the nuance of the Osborn/Goblin dynamic and how he isn’t “just some mustache twirling villain” while gesturing with his hands that could vaguely be interpreted as being directed towards Alfred Molina. Alfred takes the time to jokingly assume Willem is saying Doctor Octopus is a mustache twirling kind of villain, insisting he’s a classically trained actor and feigning indignation at the concept.note 
      Alfred: [in a Received Pronunciation accent] Are you suggesting I'm a mustache-twirling power grab? [Willem and Jamie both laugh] Now look here, I'm classically trained.
  • In an interview with Graham Norton, Tom Holland and Zendaya discuss the fact that the iconic shots of Spider-Man carrying MJ while web-swinging were harder to shoot due to Zendaya being noticeably taller than Tom. Cue them both standing up to demonstrate, with Zendaya holding Tom instead.
  • Tobey Maguire jokingly reveals his reaction to being asked to reprise his role as Spider-Man, which sums up basically what every fan of the Spider-Man Trilogy has been thinking:
    Tobey Maguire: When they called initially, I was like “Finally!”
  • During an interview, the interviewer (Ali Plumb) tells Andrew Garfield he already figured that Andrew was in the movie because of something Tom and Zendaya said in a previous interview, namely that while talking about a stunt (Andrew saving MJ), Tom mentioned it looked amazing, but he "wasn't there". Ali admits he didn't press him on the matter but notes that he could see the exact moment "Tom's soul left his body". Andrew is quiet for a few seconds before he bursts out laughing.
  • The More Fun Stuff version teaser trailer opens with Tom Holland sitting between Andrew Garfield and Tobey Maguire and introducing himself.
    Tom Holland: Hey, I’m Spider-Man—
    Andrew Garfield: I’m Spider-Man!
    Tobey Maguire: I’m Spider-Man.
    [The three of them laugh]

Film

  • Given that this is an Immediate Sequel from Far From Home, Peter's first line just so happens to be him screaming "What the fu-!" This time, a loud car honk does the censoring work.
  • While it's certainly much less funny in context, a Freeze-Frame Bonus shows J. Jonah Jameson's face plastered on every screen in Times Square. He certainly got an ego boost.
  • In the opening scene, as Peter escapes with MJ from the crowd surrounding them, one of the onlookers tries to jump up and catch onto them as they start swinging away. It goes as well as you'd expect.
    • People immediately start accosting MJ, asking all kinds of questions, and Peter tries to get her away from them. A few are particularly belligerent, and one large and aggressive woman gets in Spidey's way and tries to forcibly pull his mask off. He defends himself and pushes past her, and she immediately starts hollering about "Spider-Man hit me!"
  • As Peter and MJ are swinging away, MJ (who is freaking out) grabs onto Peter's face, covering his eyes.
    Peter: MJ, I'm so sorry, but I can't see anything with your hand in my—
    MJ: Sorry, sorry! (removes her hand from his eyes)
  • While swinging away from the disaster with MJ, Peter stops on top of a thin strut on a bridge tower and answers a call from Ned, both at a loss for words. MJ interrupts to voice her displeasure at being stuck hundreds of feet above the city:
    Peter: Dude—
    Ned: Dude!
    Peter: Dude!
    Ned: Dude!
    Peter: DUDE!!!
    Ned: DUDE!!!
    MJ: DUDE!
    [Peter gets startled, realizing she's still there]
  • When they're fleeing, MJ demands they take the subway instead. Peter, apparently misunderstanding that she would want to take the subway on foot, webs open a manhole cover, drops down, and swings through the subways tunnels, dodging trains, all with a screaming MJ in his arms.
    MJ: That was so much worse.
    • Before that, Peter suggests that they go hide at her place. Cue this exchange:
      MJ: NO! We cannot go to my place! My dad will kill you!
      Peter: What? I thought you said your dad really liked me!
      MJ: Yeah, well, not anymore!
    • As they flee into the subway, Flash happens to stand near their entrance into the subway and is staring at a phone, just finding out that his dopey classmate is the now-notorious webslinger. His eyes bulge and he becomes so shocked he doesn't even notice the loud and easily noticeable clang of the manhole closing behind him!
    • As the pair retreats into Peter's apartment, Peter is helping MJ climb into his window, and without thinking, his hand drifts to her rear. He immediately apologizes and you'd think his hand touched a hot stove as fast as he moves it away.
  • After Peter's identity is revealed and he flees back home with MJ, Aunt May and Happy (who've just awkwardly broken up) walk in on MJ consoling Peter while he's just changed out of his costume, is panickedly saying repeatedly, "I don't know what to do!", and is wearing nothing but his underwear. What follows is a thoroughly awkward conversation where Happy and Aunt May think that they were about to have sex, with the former awkwardly closing his eyes, walking away, and declaring that he didn't see anything and the latter tells them to perform it safely and assures that it's all fine and natural, Peter's trying to discuss her breakup, and everyone seems to have forgotten about the discovery of Peter's secret identity until they realize there's a news helicopter right outside their apartment.
    • MJ holds out a shirt, and Peter casually dips his arms into it and shrugs it over his torso, a subtly hilarious beat of physical comedy. And he spends the rest of the scene in this shirt and his boxers.
    • The fact that this misunderstanding never truly gets cleared up—forgotten, sure, but never cleared up. For the rest of the film (and, tragically, the rest of her life), May thinks she walked in on Peter and MJ about to have sex. MJ is left to assume that she was introduced to Peter's parental figure in the middle of trying to get it on.
    • Peter and MJ are desperately trying to cover things up, Peter rushing around the apartment to close the blinds and trying to keep May and Happy talking about their break and shouting at them to put down their phones (so they don't see the breaking news). MJ has to point out that their apartment is being shown on TV right behind Peter.
    • When asked about the tv footage, Peter's just defeated and makes a weird dejected shuffling motion to a window he just sealed to open it up and show the news choppers.
  • Just as Peter and MJ are about to kiss on the rooftop, Ned comes in to ruin the moment and say "Finally, some privacy!"
  • J. Jonah Jameson is very obviously an Alex Jones analogue in this universe; emphasized when he signs off his news show by shilling supplements.
    • The wide shot showing that his studio is in fact a small messy storeroom with a narrow green screen and a single camera.
    • The fact that it gets more elaborate when he briefly gets more popular, same as the studio of who he's based on.
  • Aunt May and MJ simultaneously warning Peter not to say anything to the feds without a lawyer.
    • Related, Ned immediately folding and talking all about how he helped with Vulture and getting Spider-Man to space with very little input at all. Only when the officer tells him that this makes him Peter's main accomplice does he realize what he just said.
    • Ned initially very confidently tells Agent Cleary that he's Peter's "guy in the chair". Cleary tells him, while he pretends to be impressed, that he knows the concept, as he points out "Most of the guys here are guys in chairs!"
  • Matt Murdock aids Peter in getting the charges against him dropped, chatting to him, Aunt May and Happy. When a brick from a Mysterio supporter is thrown through the window, Matt doesn't hesitate to catch it with all three staring in wonder at how a blind man just did that.
    Peter: How did you just do that?
    Matt: I'm a really good lawyer.
  • Matt then turns his attention to Happy, saying that the man is in serious legal jeopardy and that he should find himself a good lawyer. Happy, utterly shocked, awkwardly tries to quote Goodfellas, out of a desperate belief that a legal tactic taken from a movie will be enough to save him.
    • A deleted scene that was restored in the More Fun Stuff version reveals that Matt and Happy were making a deal with the feds as Peter and May are sneaking back into the latter's condo. As Happy is trying to see what's going on, Matt gives him some very stern advice.
      Matt: Happy? Stop. Sweating.
      Happy: [beat] ...How do you do that?
  • There is a quiet moment between Peter and MJ on a rooftop, where the latter reads this from a newspaper.
    MJ: "Some suggest that Parker's powers include the male spider's ability to hypnotize females".
    Peter: Stop. Come on!
    MJ: [jokingly] Yes, my spider lord.
    Peter: *Chuckles lightly*
  • At night, Peter and MJ talk on a video call and briefly discuss what Peter likes about her (which starts when he says that her being pragmatic is one of his favourite things about her). Neither Peter nor MJ are serious about the conversation at all, leading to a bit of playful Snark-to-Snark Combat.
    MJ: Well, what are your other favourite things [about me]?
    Peter: I love your relentless optimism.
    MJ: Yeah, I am a glass-half-full kinda gal.
    Peter: I really like how you're a people person.
    MJ: I love people! I love them so much!
    Peter: You like sports!
    MJ: I think the Mets are gonna go all the way this year.
    Peter: Really?
  • During Peter and MJ's video chat, Peter cheers her up by lampshading how being a superhero doesn't pay the bills. MJ laughs pretty sweetly at this.
    Peter: Now I'm the most famous person in the world... and I'm still broke.
    • While Peter is video chatting with MJ, he shows Happy sleeping on a sofa to MJ, who eventually gets fed up with the conversation and makes his annoyance known.
    • Speaking of Happy, the revelation that his ringtone is "Native New Yorker" by Odyssey.
  • Continuing a Running Gag stretching back all the way to Iron Man, the DUM-E robot returns, clumsy as ever, and destroys Peter's Lego Death Star, which itself is a gag running throughout the MCU Spider-Man trilogy.
  • Flash has written and marketed a book about him being (allegedly) Spider-Man's friend, and aggressively shills it to Peter's supporters outside the school.
    • In general, how little anyone believes Flash's claims of being Spider-Man's best friend. He's not included among "Spider-Man's puppets" in the article MJ reads, he gets into MIT while Peter, Ned, and MJ were refused "in light of recent controversy." Flash not only isn't fooling the students and staff at Midtown, who know Peter the best — he's not even fooling the comically-inept media.
    • In the More Fun stuff version, Betty reveals she has not been mentioned once in his entire book. Flash quickly insists she must’ve been mentioned and opens his book to check, only to be stunned by something he notices.
      Flash: Whoa, there are pictures in this!?!
  • Among the amassed crowds of Spider-Man supporters and protestors outside Midtown High, we briefly focus on a man in the supporter crowd flaunting a T-shirt with MJ's yearbook photo on it who shouts, "MJ, are you gonna have his Spider-babies?" For an extra meta dimension to the humor, the man is played by Darnell Appling, who is Zendaya's real-life assistant.
  • Flash has also opted to dye his hair blonde in-between films, making him look closer to his comic counterpart.
  • Once Peter encounters Mr. Harrington, Mr. Dell, and Coach Wilson upon returning to Midtown High, the first two awkwardly and supportively welcome him back, acting like geeky fanboys meeting their idol, while the lattermost is clearly a Mysterio supporter who acts like the rest of the Mysterio supporters, snidely ignoring the other two calling Peter a hero and insisting on labeling him a murderer (to his face!). Dell and Harrington are annoyed and tell him to stop it before geekily encouraging Peter to walk, crawl, or swing through the hallways if he wants to. Nevermind how he plans on doing the last one if he wanted to.
  • When MJ and Ned receive letters saying that their applications to MIT were refused, MJ rips her letter up and walks out. Ned imitates her, then has to hastily collect the pieces because he didn't show the letter to his parents yet.
  • Doctor Strange and Wong provide a few moments of levity:
    • They're introduced bickering over why the Sanctum is covered in snow (one of the portals was connected to Siberia and a blizzard blew through), and it's revealed that Strange is not Sorcerer Supreme — Wong is, because he wasn't Blipped for the past several years, and thus had some form of seniority. Suddenly, Kamar-Taj seems less like a mystical realm and more like a regular bureaucratic workplace.
    • Wong warns Peter not to slip on the icy floor... because the insanely-powerful reality-bending wizards don't have liability insurance.
    • Strange and Wong are wearing parkas over their normal outfits. Bonus points is that the Cloak of Levitation is still being worn on top of the parka.
    • Wong says he couldn't stop Strange's screw up because the Sorcerer Supreme has "higher duties." Duties like...fighting cage matches against the Abomination and drunkenly singing karaoke.
    • Also, Strange makes an impressive entrance during the aforementioned bickering, using his powers to levitate then lower himself to the ground — where he ruins the effect by nearly slipping on the snowy ground.
    • Strange's coffee mug has the words "Oh for" on top, a picture of a fox in the middle, and the word "sake" at the bottom. Almost like he knows he's going to get frustrated by Peter.
    • A more benign invoking of Be Careful What You Wish For when Peter goes to talk to Dr. Strange.
      Peter: I'm sorry to bother you, sir.
      Strange: Please. We saved half of the universe together. I think we're beyond you calling me "sir".
      Peter: Okay. Stephen.
      [Beat]
      Strange: That feels weird, but I'll allow it.
    • Strange notes he's used a memory-erasing spell before, asking if Wong remembers a wild party at Kamar-Taj. When Wong frowns and answers no, Strange smirks to Peter that it works.
    • Peter keeps on asking Strange to alter his spell throughout. First he says he wants his girlfriend MJ to remember everything. Strange decides he can live with that (presumably because he suffered in love himself). Then Peter says he wants his best friend Ned to remember too and at this point, Strange starts getting annoyed, but he decides he can alter the spell. Then Peter remembers May and says he doesn't want to have to explain everything to her again. Strange angrily says that he will make sure the three of them will not have their memories altered. Peter sighs in relief before remembering "Happy!" Strange now angrily grumbles that no, he is not happy because Peter is constantly annoying him. Peter then clarifies he means Happy Hogan.
    • The whole buildup to the chaos makes Peter seem like the bane of every artist's existence — the guy who, after getting a commission, wants them to make a bunch of alterations after it's already done.
    • After the spell is botched, Strange learns that Peter hadn't so much as called MIT to see if they could reconsider his application, which Peter didn't know he could do. Strange is understandably put out that Peter's first reaction to not being accepted by his chosen university is so extreme.
      Strange: I'm sorry... Are you telling me that you didn't even think to plead your case with them first before you asked me to brainwash the entire world?
      Peter:' ...Well, I mean, when you put it like that, then-
      [cut to Peter outside the Sanctorum, getting the door slammed in his face]''
      • Even funnier when you remember that in Thor: Ragnarok, it's shown that Strange can teleport people around the Sanctum. Meaning that might not have been a Jump Cut, but what was happening in real time.
    • Also on a meta level for Doctor Strange, he just goes ahead with the spell to make everyone forget Peter Parker is Spider-Man not mentioning he means LITERALLY EVERYONE. Yes, the warning still comes after the spell.
  • Peter calls Flash for his help to talk to the MIT administrator, so that Ned and MJ have another shot at MIT. But in exchange, Flash wants several things from Peter, notably involving Spider-Man.
    Peter: Okay. I will, um... pick you up and swing you to school for one week?
    Flash: For a month.
    Peter: For a week.
    Flash: Two weeks.
    Peter: Flash, please. Come on, help me.
    Flash: You know what I want.
    Peter: [begrudgingly] Okay, I'll tell everyone that you're my best friend.
    [Flash can be seen grinning from ear to ear over this proposal]
  • A pic Flash has shows that he gave a copy of his book to the MIT administrator. Before Peter catches up to her on the bridge, she can be seen closing the book after barely a few pages, clearly showing displeasure.
    • Considering that there is another multiverse spanning film featuring characters from different franchises meeting thanks to the actions of a young inexperienced hero coming out a year after this one, it’s a fun little meta moment when Flash’s book happens to be called Flashpoint.
  • Before he finds the MIT administrator, Peter is annoyed to find out a news helicopter is following him. He irritably waves at them and mutters that yes, he can see them.
  • Peter also tries to look proper when meeting the administrator by wearing a suit. Problem is he wore it under his Iron Spider nano-suit, meaning it's very wrinkled by the time he arrives. Which means Tony forgot to include whatever tech keeps his hair and clothes looking fabulous, a standard feature on Iron Man suits since at least Iron Man 2. Which is even funnier in light of the tentacle bit a few minutes later.
  • Peter attempts to talk to the MIT administrator about MJ and Ned being rejected from MIT. Except, Peter being Peter ends up worsening the situation — that is, until Doc Ock arrives.
    Peter: MJ Watson and Ned Leeds are the two smartest people I've ever met in my entire life. And I am the dumbest person because... I let them help me, but if I didn't let them help me, then millions of people would've died, so please don't... don't let MIT be dumb like me—
    MIT Administrator: MIT is dumb?
    Peter: No! Um... I'm saying don't let MIT be dumb. I mean like the... the dumber version of me that... wouldn't... have let them help. [smiles weakly]
    MIT Administrator: You didn't rehearse that, did you, Peter?
  • The Doctor Strange scene from the trailer where he asks Peter and his friends to "Scooby-Doo this crap" got slightly changed in the actual film to the slightly more crass (and inherently funnier) "Scooby-Doo this shit", combined with him over-dramatically waving his arms around.
  • When Peter activates the waldoes of his Iron Spider suit, Octavius turns to one of his tentacles and calmly says "Looks like we've got competition." As if to sell the point, one of said tentacles also opens up as though to mimic a Jaw Drop.
  • Peter defeats Doc Ock in the most obvious way. He hijacks the AI of Ock's tentacles, and the intimidating supervillain is left protesting and flailing helplessly. Peter then starts moving about his arms and tests his control of Ock's tentacles and starts grinning like a child who just got a fancy new toy as he slowly lays the administrator's car back onto the bridge and all the while Ock protests against the tentacles and a goofy version of Peter's theme plays in the background.
  • Even after Peter gains control of his tentacles, Doc Ock still tries to take a swing at him.
  • The MIT administrator berating Doc Ock for almost killing her as she's walking away.
  • Doctor Strange refers to the Lizard as a "slimy green son of a gun".
    • When Peter mentions that he saw the Green Goblin on the bridge, he refers to him as a "flying green elf", to which Strange sarcastically quips, "Well, he sounds jolly."
    • The way the line is delivered, too, makes it sound as Peter's about to refer to him as a goblin, so Peter's greatest villain suddenly being called an elf is pretty funny in and of itself.
  • This little gem from the good doctor:
    Doctor Strange: I need you to capture them, bring them here, while I figure out how to get them back before they destroy the fabric of reality, or worse — Wong finds out.
  • Peter, MJ, and Ned do some snooping around the Sanctum Sanctorum's undercroft, part of which is just a mundane basement, complete with creaky, outdated white goods. Ned geeks out over a locked-and-loaded crossbow and what he thinks is a torture rack, but is actually a pilates machine. MJ, meanwhile, finds a box for a "goatee template", implying that Doctor Strange is more vain than he lets on.
  • Ned gets the first lead, triumphantly stating that "You can take the guy out of the chair but you can't take the chair out of the guy!" MJ gets an epic Aside Glance as she tries to figure out exactly what the hell that means before giving up.
  • When he overhears from Peter and Strange that magic exists in this universe, Doc Ock is initially skeptical, dismissing it as children's birthday shows. Strange then proves his point through a quick exchange with Ock:
    Strange: (to Ock) Do you know a Peter Parker who's Spider-Man?
    Doc Ock: Yes.
    Strange: (points to Peter) Is that him?
    Doc Ock: No.
    Strange: (to Peter) See?
    • Adding to the humor is Ock's identical stern tone when he answers each of Strange's questions.
    • When Strange does some magic in front of him a little later, Ock asks how he did it.
  • When Peter tries questioning Doc Ock about the Green Goblin, Doc Ock lashes out with a snarled "We tire of your questions, boy!"
  • In the trailers, Peter is shown wearing a cool-looking black suit that many speculated to possibly be a symbiote suit. In the film, it's just his regular suit turned inside out because a Mysterio supporter on the street had thrown paint at him and he couldn't get it off without May's help. Also, he's duct-taped his phone to his chest so that MJ and Ned can see what he's up to.
    • Plus the paint was thrown on him at the start of the movie, before school starts, it doesn't getting cleaned until after he faces Electro and Sandman, there's a Time Skip of a school term at most between these two events, which means Pete's being trying and failing to clean the advanced costume for months.
  • As Peter is trying to avoid Electro's attacks, MJ and Ned, who are watching the whole thing via the phone duct-taped to his chest, keep on telling him to go different directions, contradicting each other, confusing Peter, making it that much harder for him to dodge said attacks.
    Peter: Guys! (Zap!) This is not! (Zap!) Helping! (Zap!)
  • Peter tries to use his magically-enhanced webshooter to catch Electro, but because the villain is currently in his intangible energy form the web flies straight through him and hits a tree which teleports into one of the cells in the Sanctum.
    • The tree is still there in its own cell later after all the villains have been captured, meaning that a literal tree is technically rounding out the Sinister Six's roster.
    • Anyone who has played a Spider-Man game and gotten trapped in Central Park would agree.
  • After defeating Electro, Peter tries to high-five Sandman. He just knocks his hand clean off.
  • Peter tries to apologize to Electro for pulling him into his universe:
    Peter: It's actually my fault that you're here...
    Max: Like... like the universe? Or the woods? I hate the woods!
  • After Electro's powers are stabilized, he returns to human form but is left completely naked in front of Peter and Flint Marko.
    Max: So, what, y’all just gonna stand here and act like I ain't butt-ass naked?
    Flint: I am.
  • When Max is transported into his cell, Otto sarcastically waves to him.
  • When all of the villains are discussing when they all died fighting Spider-Man Electro seems confident that he was about to kick Spider-Man's ass only to realize he was also going to die as well.
  • Ned and MJ ask Peter if the tree he teleported is actually a tree monster from another universe. Max confirms that it's just a regular tree.
  • Norman and Otto meet again, much to each other's surprise. Max's response?
  • After seeming to be just a mindless monster, the Lizard starts talking. The "WTF?" looks on the faces of everyone at this monstrous creature speaking in the scholarly tones of Curt Connors (While exposing, in no subtle terms his dreams of evolving the human race into lizards!) are great.
    Ned: The dinosaur can talk.
    MJ : Lizard.
    Ned: Right.
  • Connors himself is taken aback by Max Dillon's change in appearance... as in, how the former nerd is now sporting a neatly trimmed goatee and a full head of hair.
    Connors: You know, I can give you a real makeover.
    Max: Let me guess. Into a lizard?
    Connors: Exactly!
  • An annoyed Flint then tells them to shut up and asks where he is, and MJ tells him he's in "a wizard's dungeon", awkwardly adding that there's no way to sugarcoat that when Max repeats it in confusion. Cut to Otto who just makes a "yup, that's fair" sort of shrug.
  • When Peter and May are discussing whether it’s the right thing to send the villains back to their universes or try to help their ailments, Norman can be seen pocketing doughnuts in the blurred background.
  • What is Strange's response to Peter attempting to escape with a magical device while locking him up in Sandman's cell, using his own magical webshooters? "This is why I never had kids." He then casually phases through the "walls". Sandman tries to follow him but walks into the wall instead.
  • When Strange pushes Peter's astral form out of his body:
    • Peter's initial response:
    • The fact that Peter's spider reflexes work even when his soul is outside of his body. His unconscious body successfully playing keep away with Strange is wonderful, as is Strange, genuinely dumbfounded and exasperated, trying to get the box back.
      Strange: How are you doing that?!
      Peter: I have no idea...
    • With Strange distracted by being unable to get the box back, Peter swims back to his body, regaining consciousness almost immediately.
      Peter: That might be one of the coolest things that's ever happened to me, but don't ever do that again.
  • When Peter traps Strange in the Mirror Dimension, he yanks away his sling ring with webbing. Strange reacts with a very annoyed “Ow”.
  • After MJ threatens to push the button on the relic that would send the villains back to their universes, Lizard says there's no way she could be Peter's girlfriend.
  • Norman convinces Peter to let him help cure the villains with this glorious Ascended Meme:
  • We see Peter sneaking the villains into the condo through the security camera's PoV. Among other things, Electro's intrinsic electrical field distorts the camera.
  • Otto is the most abrasive at this point of the villains and his tentacles are too dangerous to be set free, so Peter has Otto wrapped up in one of the tentacles and leaves him in the middle of the room. Otto complains a lot and everyone ignores him.
  • Otto goes on a rant about how this won't work and mentions "frozen burritos" to emphasize how Peter lacks materials, space, and skills.
    Otto: So this is your plan, Peter? Hm? No lab, no facilities; just performing miracles in a condominium? Hm? What, you gonna cook up some cures and some frozen burritos in a microwave?
    Norman: [in the background] I could go for a burrito.
    Otto: [with a tone dripping of Surrounded by Idiots] He's gonna kill us all.
    • Osborn, of all people, casually mentioning that burritos sound really good right now is hysterical.
    • Shortly after, Peter opens up the fabricator Happy happens to have without taking into account how the lid might flip back. Cue kitchen wall being smashed through. Realizing their best hope for being cured is a high-schooler working out of a condo, Otto repeats the line in less of a way of distrusting Peter, but genuinely fearing him doing something stupid.
      Otto: He's going to kill us all.note 
  • Norman is rather impressed by Peter and offers him a job at Oscorp, before dryly noting that he would have to commute to a different universe.
  • Sandman sits down on the couch, gets sand on it, apologizes, and tries to brush the sand off... getting more sand on it.
  • May asking Otto if he drinks fresh water or salt water "because [he's] an octopus." Otto just looks at her dumbfounded.
    Otto: What?
    May: ...Fresh water it is.
  • Electro and Sandman discuss their origins, and Electro realizes that both stories ultimately boil down to falling down the wrong place at the wrong time. “Gotta be careful where you fall.”
  • Electro starts to slip into a supervillain monologue while gazing out at Earth-199999's New York City. Sandman doesn't really pick up on it.
    Max: Look at this place... and all the possibilities.
    Flint: What, this condo?
    Max: ...Yeah, yeah, the condo. I love the whole open floor plan. No, no, man, I'm talking about the world!
  • While Dafoe's performance as Green Goblin is still as terrifying as ever, it's also just as hammy and darkly comedic. When MCU Peter senses him in Happy's apartment, he gives a snarky response to Otto about Norman's crazed behavior followed up by an appropriate reaction from Electro.
    Otto: [warily] ...Norman?
    Green Goblin: [grinning viciously] Norman's on sabbatical, honey.
    Max: [freaked out] ...the hell?!
  • Ned wishing that he could see Peter again creates a Sling Ring Portal for Peter-3 to emerge from. When he appears, Ned's lola starts screaming in terror and tosses a pillow at Spidey while he rapidly assures her that he is a nice guy.
  • Peter-3 starts muttering about string theory, multidimensional reality, and matter displacement in his first scene, meaning he figured out on his own that he'd fallen into another parallel universe. When Ned starts talking about spells, Peter-3 is also happy to find out that magic exists in this universe and tries to ask more but MJ repeatedly hisses at Ned to zip it.
  • MJ just being incredibly distrustful of Peter-3:
    MJ: Prove it.
    Peter-3: Prove what?
    MJ: That you’re Peter Parker.
    Peter-3: I... don't carry an ID with me. You know, kinda defeats the whole anonymous superhero thing.
    [MJ tosses a bread roll that bounces off Peter 3’s chest while taking a defensive pose]
    Peter-3: … why did you do that?
    MJ: I was trying to see if you have the tingle thing.
    Peter-3: I have the tingle thing, just not for bread. [MJ tosses another roll] Can you... not throw the bread again? You're a deeply mistrusting person... and I respect that.
    • Apparently, given the banana thing from the previous movie, the "Peter Tingle" doesn't work on food in general.
  • MJ prepares to throw another roll at him until he finally clings to the ceiling to prove he has powers. He incredulously refuses to do anything more than hang around with one hand instead of crawling like MJ wants him to, noting that simply sticking to the ceiling is more than proof enough. They get into a back and forth argument with MJ even tossing another bread roll at him.
  • He only starts crawling after Ned's grandmother asks him to help her clean a cobweb in the ceiling's corner that she can't reach. Peter-3 just grabs his Spider-Man mask between his teeth and crawls to the other side, clears the cobweb, jumps back to the ground, does a "Ta-daa!" pose, and tries to ask "We're good?" before realizing he is still holding his mask between his teeth. He yanks it out so he can talk and repeats the "Ta-daa!" pose.
  • MJ tells Ned to keep trying to open a portal until they find the "real" Peter. Peter-3 gives an offended "Ouch", and MJ apologizes.
  • Ned's first reaction when Peter 2 steps into the house from the new portal?
    Ned: Great, it’s just some random guy.
    Peter-2: Hello. Um, hope it’s okay. I just came through this uh…
    [Portal closes]
    Peter-2: Oh. It just closed!
  • Peter-2 is as much of a Clueless Chick-Magnet as he was in his original films as Ned's grandma gives him a flirty wave and he smiles and just waves back, presumably not even realizing he is being hit on.
  • The brief skirmish between the Peters has Peter-3 giving a look of "not bad, not bad..." after Peter-2 strikes Peter-3's web-shooters with his own webbing which prompts this exchange.
    Ned: Wait, so you're Spider-Man too? Why didn't you just say that?
    Peter-2: I generally don't go around advertising it. Kinda defeats the whole anonymous superhero thing.
    Peter-3: [in shock] I just said that...
    MJ: [also in shock] That's what he just said...
    • In line with Peter-2 later calling Peter-3 "amazing", there's a Stealth Pun in here because he is indeed "Spider-Man 2".
    • On the topic of Peter-2's street clothes...
      Peter-3: So are you gonna go into battle dressed like a cool youth pastor or do you have a suit?
      [Peter-2 pulls down the collar of his shirt to reveal his Spider-Suit underneath with Peter-3 nodding in approval]
  • Ned's grandmother starts ranting in Tagalognote  while both Peters wear sheepish looks like kids who know they are in trouble. Ned translates for them once she’s done.
    Ned: My lola was asking if you could clean up the webs you just shot.
    Peter-3: Oh, sorry lola.
    Peter-2: Yes, of course.
    Ned's lola: [in perfect English] I'm going to bed.
    Ned: Night, lola.
    MJ: Night, Ned's lola.
    • In addition, her rant is a funny Bilingual Bonus.
      Ned's lola: You've spread all your garbage everywhere! You know I have to keep this house clean, and look at this! Garbage here, garbage there!
  • The fact that all three Peters call it "the tingle thing" and not "Spider-Sense." Leads into Fridge Brilliance when you realize while the previous franchises showed Spider-Sense, it wasn't explicitly called that, except for two times: by one of the scientists who genetically engineered the spider that bit Tobey Maguire's Peter, and when his Venom snarked “Ooh, my Spider-Sense is tingling, if you know what I’m talking about.”
  • While Peter-1 and MJ share a moment, Peter-2 and Peter-3 discuss their personal lives and Peter-2 reveals his is complicated but he and MJ work through it. He then clarifies, he means his MJ, who is an adult, like him and not the MCU MJ, who is a teenager.
  • Peter-1 recruits the other Peters on his plan to create a cure for the villains. Peter-3 unintentionally undercuts him by calling dibs on working on the cure for the Lizard by calling it easy since he had already did it once before.
    • One of the outtakes has Peter-2 acknowledging Peter-3’s accomplishment: “You’re the lab-stud!”
    • And shortly after this, all three actors break character and start laughing, with Tobey and Tom doing a Head Desk at the exact same time.
  • Ned asks Raimi-verse Peter if he had a best friend on his world. He tells Ned that he did, Harry Osborn, and that said best friend tried to kill him and ultimately died in his arms. Webb-verse Peter is giving a look of gaping horror at hearing the story. Ned just feels awkward for the rest of the lab scene, and after revealing that he has the ability to use magic, he promises MCU Peter that he will not try and kill him, followed by an extremely awkward Beat.
    • Doubly humorous for comic fans, as Ned Leeds in the comics was the Hobgoblin for a time. (Until it was revealed that he was really not, the real Hobgoblin had framed him).
    • Webb-verse Peter then gives Ned a reaffirming pat on the shoulder almost as if to say "Yeah, thanks for that." Which makes sense, as he also had a Harry Osborn who tried to kill him and succeeded in killing Gwen Stacy.
    • Of course, Tom's Peter was nowhere around when the aforementioned conversation took place, so he has no idea why Ned would even say something like that.
      Peter-1: Okay… Thank you…?
  • Ned tries to call out to his Peter, and all of them keep answering, no matter how much he specifies - largely because Ned’s attempts to specify his Peter don’t actually narrow things down. Somehow they manage to take the classic gag and make it funny, especially since they also go with the "Pointing Spider-Man" meme.
    • The three Peters trying to wrap their heads around the fact how utterly ridiculous their plan sounds.
      Peter 1: Oh, I'm ready!
      Peter 3: Yeah, me too. Okay, so, now all we gotta do is lure these guys some place, right? Try to cure them, while they try to... kill us and then, send them home.
      Peter 2: ...Using a magic box.
      Peter 1: Well, that's the plan!
    • MJ keeps saying "If you expect disappointment, then you can never really get disappointed", which helps her. When the three Peters are about to go fight the villains, Peter-1 is about to say it, but MJ says, the better quote for this situation will be "We'll go kick some ass". Peter-2 corrects her that they need to go cure some ass, instead.
      Ned: Cure that ass.
  • The new and improved Statue of Liberty is having Captain America's shield put on it. The final battle pointedly causes virtually no damage except taking the shield off along with the scaffolding, putting it back to normal.
    • Made even funnier with a blink and you'll miss it moment when Electro turns on Happy's TV and the news anchor is reporting that 67% of New Yorkers oppose the renovation.
  • The audience is reminded that Tobey and Andrew's versions of Peter are both slightly older characters by how they commiserate over suffering from middle back problems from web-swinging.
    • It gets even funnier when remembering the “MY BACK! OOH! MY BACK!” scene from Spider-Man 2. While the younger version of Peter 2 sounded like back pain was shocking and new to him at the time, this older version of Peter 2 sounds very casual in the way that he complains about his back problems, clearly having become used to it by this point.
  • When the two non-MCU Peters are chatting, Peter-3 muses about Electro, leading to this exchange.
    Peter 3: You know, Max used to be, like, the sweetest guy ever. Until he fell into... a pool of electric eels.
  • When both non-MCU Peters fire their webbing at one another, you can briefly notice Peter 3 being confused that Peter 2's webs are organic. This is brought up later by MCU Peter, MJ and Ned when they all freak out at Peter 2 shooting his webs after finding out that his counterparts use web-shooters and synthetic webbing:
    Ned: That came out of you!
    Peter 2: Yeah. [to Peter 1] You can't do that, huh?
    Peter 1: No!
    Peter 3: [whispering] How on Earth does that even...?
  • They later have a conversation about this, with Peter 2 being asked if the webs come out elsewhere or if he's ever had a "web block".
    Peter 3: You never had a web block? Cause I run out of webs all the time. I have to make my own in a lab.
    Peter 2: That’s—
    Peter 3: And it’s a HASSLE, compared to what you got.
    Peter 2: Sounds like a hassle, yeah. But I, I did, actually, you said that. I was like “Oh, I had a web block”.
    Peter 3: Whoa! Why?
    Peter 2: Existential crisis stuff.
    Peter 3: Yeah, I mean, like, don’t get me started on that.
    • Even funnier is that Tom's Peter, since he has no idea how organic webbing works, asks if the webbing comes out of "anywhere else". While Andrew's Peter gives a look that’s a mix of confusion and curiosity at that, Tobey’s Peter has a half-amused look on his face as if he was thinking “Yeah I can see why you’d think that…”
    • And Andrew's Peter then quickly changes the topic to asking Tobey's Peter if he's never had a web-block.
    • The More Fun Stuff rerelease extends the conversation out and ends with Peter 3 musing that he "really wants to see the holes [the webs come out of]", weirding out Peter 2.
      • Peter 2 also explains that when his webs "release", it’s like a "clean release". Think about that for a moment.
  • Tom's Peter and Tobey's Peter talk about fighting alien creatures, and Andrew's effectively slagging off his villains as he complains that he didn't get to do that, noting that the last major villain he fought was an angry Russian man in a mechanized rhino suit. Peter 1 and Peter 2 try to prop him up, with the latter even calling him "amazing".
    • It also implies Harry's plan to make a team of super villains did NOT go far... not unlike Sony's initial plans for a Sinister Six movie. Or that he never encountered the symbiote as Tobey's version did, referencing that those plans for a Venom spin-off also didn't work out for his universe off-screen.
      Peter 1: Hey, what are, like, some of the craziest villains that you guys have fought?
      Peter 2: Seems you’ve met some of them.
      Peter 3: *laughs* That’s a good question.
      Peter 2: Yeah, I’ve fought an alien made out of black goo once.
      Peter 1: Oh, no way! I fought an alien, too. On Earth and in space.
      Peter 2: Oh!
      Peter 1: Yeah, he was purple.
      Peter 3: I wanna fight an alien.
      Peter 2: I’m still, like, that you fought an alien in space!
      Peter 3: [sigh] I’m lame compared— I fought a Russian guy in a... like a rhinoceros machine.
      Peter 2: Can we rewind it back to the “I’m lame” part? ‘Cause you’re not.
      Peter 3: Thanks! I appreciate that. I’m not saying I’m lame, I'm saying, like—
      Peter 2: But it’s just the self-talk, maybe. We should—
      Peter 3: Listen, I—
      Peter 2: ‘Cause, you’re Amazing. Just to take it in a minute.
      Peter 3: Yeah, yeah, yeah. I can take it in.
      Peter 2: You. Are. Amazing.
      Peter 3: I can take it in.
      Peter 2: You are amazing.
      Peter 3: Thank you!
      Peter 2: Will you say it?
      Peter 3: No, I kinda needed to hear that, thank you.
    • There is something hysterically funny about how Peter refers to Thanos, the Galactic Conqueror, destroyer of half the universe, including Peter himself, by far the most powerful and dangerous antagonist in the entire franchise, as an alien who was purple.
    • Also when Peter 3 describes Rhino, you can see a look of mild disgust in his face, as that clearly doesn’t even come close to fighting cool alien beings.
    • Perhaps unintentional, but Peter-3 calling himself lame and singling out a Russian guy in a rhinoceros Mini-Mecha becomes this when you realise that friggin’ Tony Stark himself fought a Russian guy in a Powered Armour in Iron Man 2, a movie that is generally considered inferior to most MCU movies, making it an unintentional Take That! to that movie. Funnily enough, that movie marked the debut of Peter Parker (as played by Max Favreau) in the MCU via Word of Saint Paul.
    • Peter 2 referring to Venom and Peter 1 referring to Thanos becomes even funnier after the mid-credits scene when we see a different variant of Eddie Brock/Venom asking about and dismissing the idea of Thanos.
  • Peter 3 tries to talk to Max, while the Lizard attacks Peter 2.
    Peter 3: I got his attention, now what?
    Peter 2: Okay, great!
    [The Lizard grabs him by his leg]
    Peter 2: [while kicking the Lizard] Just FYI, Lizard guy is here too!
  • The climactic fight initially goes wrong for the Spider-Men. Sandman grabs Peter 1 and he shoots some web to a nearby crane in an attempt to pull himself free, accidentally clotheslining Peter 3, who is fighting Electro. As he is falling, Peter 3, in an attempt to break his fall, shoots web to the crane, only for Peter 2 to get a faceful of it, distracting him as he is fighting the Lizard. He isn't very happy.
    Peter 3: Sorry!
    Peter 2: Gross!
    • This becomes funnier when you realise that in Spider-Man, Peter 2 also webbed Jameson’s mouth shut with his own webbing (and in the years that passed between Spider-Man 3 and the present day, he may have done this to multiple other people) and this is just a bit of karma for him!
  • When Peter 3 meets with Electro again, the former tries to reason with the latter saying he’s just trying to save him. Max says he can save himself, but insults Peter 3 by saying “You ain’t even the shit no more!” Peter responds with a defeated sigh.
    • This can be seen as another meta dialogue peace since it refers to Webbverse Peter no longer being the main cinematic Spider-Man.
    • Also calls back to earlier when Peter 3 found himself to be lame compared to the other two Peters. To hear one of your villains say it as well just adds insult to injury.
  • When all three Peters note that they suck working together, MCU Peter mentions his experience working with a team because he was part of the Avengers. And all of this happens while the three are in the middle of destructive chaos all around.
    Peter 1: I have been in a team, okay? I don't wanna brag, but I will! I was in the Avengers!
    Peter 2: The Avengers?
    Peter 1: Yeah.
    Peter 2: That's great!
    Peter 1: Thank you!
    Peter 2: What is that?
    Peter 1: [nonverbal Flat "What" face] Wait, you don't have the Avengers?
    Peter 3: Is that a band? [impressed] Are you in a band?
    Peter 1: No, I'm not in a band, no! The Avengers is... um... The Earth's Mightiest—
    Peter 2: HOW IS THIS HELPING?!
  • As it turns out, the Peters neglected to figure out how they'd distinguish themselves in conversation during battle and start bickering over who's who. MCU Peter then sorts this out by taking the name "Peter 1" for himself and assigning "Peter 2" to Raimi-Verse Peter, leaving Webb-Verse Peter to proclaim himself "Peter 3" in an over-the-top, exasperated tone as if to say "Fine! Whatever! I'm Peter-3! Can we get back to the fight now?!"
    • It's implied MCU Peter gets to be Peter-1 less because they're all in his universe, and more just because he called it first.
  • Before they head off into the final battle, Andrew's Peter stops the other Peters to earnestly tell them that he loves them, which leads to somewhat awkward reactions from his variants:
    Peter 1 and Peter 2: [Beat, in unison] Thank you...?
  • Peter-3 casually greeting Connors while the latter has him pinned down.
    Peter-3: (cheerfully) Heeeyy, Doctor Connors!
    The Lizard (pinning him down) Hello, Peter!
    • Once the other Peters start executing the plan, he has to put Connors away, so that he can participate.
      Peter-3: Just wait! (Headbutts him) Your! (Kicks him) Turn! (Hits him again) Doc! (Webs him up) I'll be right back!
  • When he escapes the Mirror Dimension, an exhausted, exasperated Strange tells Peter that he's been suspended above the Grand Canyon for twelve hours - a little piece of Laser-Guided Karma for what he did to Loki.
    • Upon hearing that, the other Peters assume he was relaxing there and call him out for not helping, before Peter 1 sets the record straight.
      Peter-1: Strange, wait, we're so close—
      Dr. Strange: Skip it! I've been dangling over the Grand Canyon for 12 hours!
      Peter-1: I know, I know, I know, I uh… um… uh… I’m sorry about that, sir, I mean…
      [The other Peters land near him]
      Peter-2: You went to the Grand Canyon?
      Peter-3: He could've used your help!
    • Strange, meanwhile, stares in disbelief that there are three Peters — just one accidentally brought an entire universe to the brink of collapse, how much trouble can three cause?
    • The way Peter-1 introduces the other Spider-Men to Dr Strange.
      Peter-1: Dr. Strange. [gestures back and forth between the other Spider-Men] Peter Parker, Peter Parker, Spider-Man, Spider-Man. They're mes from another universe. (Turns to Peter-2) This is the wizard I was telling you about. (Peter-2 and Peter-3 nod in a "that makes sense" way)
  • While it's an otherwise sombre moment, Peter 3 is melting down in silent sobs after saving MJ from Gwen's fate. MJ herself is weirded out at the fact Spider-Man just burst into tears and asks Peter 3 if he's okay.
    • While MJ is saved by Peter 3, Ned, who also falls, is saved by Dr. Strange's Cloak. The sight of Ned floating in the air wearing the Cloak itself is hysterically funny, and Ned also awkwardly thanks the Cloak by calling it "Mr. Cloak sir".
  • After Green Goblin stabs him in the back Peter 2 puts on a brave face, claiming to have had worse injuries, until Peter 1 leaves him alone with Peter 3 who sees right through his façade.
    Peter 3: [quietly] You're in so much pain, huh?
    Peter 2: [smiling] I am.
    Peter 3: Yeah...
  • As Peter 2 lies wounded on the ground following being stabbed by the Goblin, he looks up and sees the sky tearing open before him and wonders aloud if he's dying. The other Peters have to assure him, no, they can all see it, too, and it's just the multiversal tears getting worse.
    Peter-2: Are there... people in the sky...?
  • A Freeze-Frame Bonus chyron shown on one of J. Jonah Jameson's videos asks why Spider-Man seems to hate national monuments, a gag that's paid off when the final battle ends up destroying part of the Statue of Liberty.
  • Peter eventually moving in an apartment with no one left in his life is a sad moment, but listen carefully. You can hear a Cranky Landlord yelling at someone to pay the rent on time. That's right, even MCU Peter can't escape the likes of Mrs. Muggins and Mr. Ditkovich!
  • As was the case in his own franchise, a (very drunk) Eddie Brock continues to be the Butt-Monkey of the hour.
    Venom: [in a heavily inebriated tone] EDDIE. We are DRUNK. Let's go SKINNYDIP!
    • This does heavily imply Eddie's and Venom's reaction to finding themselves in a new universe is to go drinking.
  • Venom's reaction to hearing the Hulk's name?
    Venom: Yeah, and you thought "Lethal Protector" was a shit name!
    Eddie: Yeah, because... it is.
  • Eddie's attempt at boiling down and dismissing the entire central conflict of the Infinity Saga.
    Eddie: Now tell me again about your purple alien that loves stones. Cause, tell you what, man, aliens? They do not love stones.
    Venom: Eddie, don’t start!
    Eddie: No! You know what aliens love? EATING BRAINS!
    Bartender: [extremely annoyed] Señor, he made my family disappear. For five years.
    Eddie: ...Five years?
    Bartender: [Death Glare]
    Eddie: That's a long time.
  • Just as Eddie decides to go looking for Spider-Man after only just beginning to understand how it works, he gets kicked out of the MCU to Venom's protests.
    Venom: [as they begin to vanish] What is happening?! No! NO, WE JUST GOT HERE! No! Not again!
  • The bartender's reaction after Eddie disappears? Grumble about the customer vanishing without paying the bill or tipping.
  • The fact that Eddie and Venom missed all the action because they had to spend so much time catching up on the current state of the MCU might just be the most glorious meta-commentary on the MCU's Continuity Lockout ever.
    Eddie: Okay... okay, okay, I think I got this. You're saying that this whole place... here. It's just tons of... superpeople.
    Venom: And he has been saying it... for hours!
  • The moment you realize that this was technically a Sinister Six movie... but the sixth member was too busy getting drunk in a bar and didn't bother to show up.
  • After the "8 YEARS LATER" timing error in Homecoming, they used flowers to block out the birth and death years of Aunt May's tombstone.
  • Electro and Peter 3 get a brief friendship moment after the former is depowered, and Electro has a confession to make:
    Max: You from Queens. You got that suit. You help a lot of poor people... I just thought you was gonna be black.
    Peter 3: Aw, man, I'm sorry.
    Max: Ah, don't apologize, there's gotta be a black Spider-Man somewhere out there. (Peter 3 chuckles) Goddamn eels.

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