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** In the hospital scene, the lunging POV shot from the sensors on the tentacles is reminiscent of the POV of the "Evil" in ''EvilDead'' and its sequels. A side view of one of the tentacles zooming toward a screaming woman also mimics the "flying eye" gag in ''EvilDead2''.
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* FamilyUnfriendlyDeath: Averted, with the death of Mrs. Octavius. Jagged glass flew at her at incredible speeds, and yet Otto found an intact, wholly recognizable body. On the other hand, while the exact fate of the last nurse Doc Ock dragged under the table is not shown, one has a feeling she isn't screaming in fear of being knocked out.
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* RecycledSoundtrack: Some of the music was reused from the first film.
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* HesBack: Subverted once, although it was easy to see coming, and then played straight.

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* HesBack: Subverted once, although it was easy to see coming, and then played straight. [[http://24.media.tumblr.com/tumblr_m9y6dbNcRw1rc2lkjo1_1280.jpg And this Daily Bugle headline says it all]].
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* OmnidisciplinaryScientist: Octavius is brilliant nuclear physicist who has nearly perfected a viable source of infinite power from nuclear fusion. On the way, he has also made revolutionary breakthroughs in robotics and software engineering to create his intelligent arms. Not only that, but he must have developed an extremely effective power source even before the fusion reactor just to power the extremely strong arms.

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* OmnidisciplinaryScientist: Octavius is a brilliant nuclear physicist who has nearly perfected a viable source of infinite power from nuclear fusion. On the way, he has also made revolutionary breakthroughs in robotics and software engineering to create his intelligent arms. Not only that, but he must have developed an extremely effective power source even before the fusion reactor just to power the extremely strong arms.
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The second entry in the ''Film/SpiderManTrilogy'', this sequel to Film/SpiderMan was released in 2004. Peter is struggling to find balance in his life, as the increasing burden of being a superhero gets in the way of his relationship with his studies, job, friends, family, and the [[HeroesWantRedheads woman he loves]]. Once the stress begins to affect his powers, he decides to give up being Spider-Man once and for all.

This comes at a bad time, since the brilliant scientist Dr. Otto Octavius (Creator/AlfredMolina) is caught in a FreakLabAccident that not only kills his wife, but also attaches four mechanical tentacles to him. Going insane, he becomes the evil "Doctor Octopus" and is determined to retry the failed experiment on a much bigger scale--ForScience, of course. With the city in danger and his relationship with Mary Jane in doubt, Peter is forced to "get back to work".

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The second entry in the ''Film/SpiderManTrilogy'', this sequel to Film/SpiderMan ''Film/SpiderMan'' was released in 2004. Peter is struggling to find balance in his life, as the increasing burden of being a superhero gets in the way of his relationship with his studies, job, friends, family, and the [[HeroesWantRedheads woman he loves]]. Once the stress begins to affect his powers, he decides to give up being Spider-Man once and for all.

This comes at a bad time, since the brilliant scientist Dr. Otto Octavius (Creator/AlfredMolina) is caught in a FreakLabAccident that not only kills his wife, but also attaches four mechanical tentacles to him. Going insane, he becomes the evil "Doctor Octopus" "DoctorOctopus" and is determined to retry the failed experiment on a much bigger scale--ForScience, of course. With the city in danger and his relationship with Mary Jane in doubt, Peter is forced to "get back to work".

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In the sequel to ''Film/SpiderMan'', Peter is struggling to find balance in his life, as the increasing burden of being a superhero gets in the way of his relationship with his studies, job, friends, family, and the [[HeroesWantRedheads woman he loves]]. Once the stress begins to affect his powers, he decides to give up being Spider-Man once and for all.

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In The second entry in the ''Film/SpiderManTrilogy'', this sequel to ''Film/SpiderMan'', Film/SpiderMan was released in 2004. Peter is struggling to find balance in his life, as the increasing burden of being a superhero gets in the way of his relationship with his studies, job, friends, family, and the [[HeroesWantRedheads woman he loves]]. Once the stress begins to affect his powers, he decides to give up being Spider-Man once and for all.


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Followed by ''Film/SpiderMan3''.
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-->'''Mary Jane Watson:''' ''(somewhat disbelieving)'' Hi.
-->'''Peter Parker:''' [[{{Understatement}} This is really heavy!]]

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-->'''Mary Jane Watson:''' ''(somewhat disbelieving)'' ''[somewhat disbelieving]'' Hi.
-->'''Peter Parker:''' ''[{{beat}}]'' [[{{Understatement}} This is really heavy!]]heavy.]]



* ShoutOut: Hoffman mentions "Comicbook/DoctorStrange" as a potential name for Doc Ock. Jameson admits that it's good..."[[MythologyGag but it's taken.]]"

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* ShoutOut: Hoffman mentions "Comicbook/DoctorStrange" as a potential name for Doc Ock. Jameson admits that it's good..."[[MythologyGag but it's taken.]]"]]" Sadly, a ''Doctor Strange'' film to back Jameson up ''still'' has yet to appear.
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It\'s called artistic license for a reason.


*** [[ShownTheirWork Tritium really is an important part of fusion reactions,]] but it's a gas, a special form of hydrogen; [[TheyJustDidntCare the golden crystalline substance shown in the film will make anyone who knows anything about tritium go "...huh?"]]

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*** [[ShownTheirWork Tritium really is an important part of fusion reactions,]] but it's a gas, a special form of hydrogen; [[TheyJustDidntCare the golden crystalline substance shown in the film will make anyone who knows anything about tritium go "...huh?"]]huh?"
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* {{Dramedy}}: The film is a very personal coming-of-age story, but also has plenty of laugh-out-loud moments.
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** Although to be fair a guy with the name Octavius would be far more likely to build something based on the number eight.
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* HeyItsThatGuy: [[Series/{{Bones}} Dr. Temperance Brennan]] will not pay for late pizza!
** [[Series/{{Community}} Jeff Winger]] will not approve Aunt May's loan.
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* HoldingOutForAHero

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* HoldingOutForAHeroHoldingOutForAHero: After Peter quits being Spider-Man, crime on New York City increaes by 75%. Wow.

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*** Tritium really is an important part of fusion reactions, but it's a gas, a special form of hydrogen; [[TheyJustDidntCare the golden crystalline substance shown in the film will make anyone who knows anything about tritium go "...huh?"]]

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*** [[ShownTheirWork Tritium really is an important part of fusion reactions, reactions,]] but it's a gas, a special form of hydrogen; [[TheyJustDidntCare the golden crystalline substance shown in the film will make anyone who knows anything about tritium go "...huh?"]]



* WhenThingsSpinScienceHappens: The reactor.

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* WhenThingsSpinScienceHappens: The reactor.reactor.
* YouKilledMyFather: The reason Harry wants revenge on Spider-Man. He even [[InvokedTrope says it, word-for-word,]] towards the end of the film.
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* MoodWhiplash: The [[TearJerker extremely touching scene on the train]] where the passengers discover Spider-Man is just a kid is suddenly interrupted by Doc Ock busting in and [[LargeHam yelling "HE'S MINE!"]]
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* IronicEcho: In a blink-and-you-miss-it shot, after Peter tries to maintain a "strong focus on what I want" and jump from one building to another, his powers give out in midair and he comes crashing to the ground, and throws his back out... and we see that the car he landed on was a Ford '''Focus.'''
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*** Tritium really is an important part of fusion reactions, but it's a gas, a special form of hydrogen; [[TheyJustDidntCare the golden crystalline substance shown in the film will make anyone who knows anything about tritium go "...huh?"]]
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* IronicBirthday: Peter's birthday party

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* IronicBirthday: Peter's birthday partyparty counts as it comes the same day he gets fired from his pizza delivery job.
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* BrilliantButLazy: TropeNamer.

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* BrilliantButLazy: TropeNamer.TropeNamer, as used by Octavius when talking to Peter right before the tritium project.



* ConspicuousTrenchcoat: Doc Ock uses one to hide his tentacles when he robs the bank.

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* ConspicuousTrenchcoat: Doc Ock Octavius uses one to hide his tentacles when he robs the bank.bank. To be fair, it's the only reasonable way that would be capable of hiding his tentacles completely.



* HeyItsThatGuy: [[Series/{{Bones}} Dr. Temperance Brennan]] will not pay for late pizza.

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* HeyItsThatGuy: [[Series/{{Bones}} Dr. Temperance Brennan]] will not pay for late pizza.pizza!



* HowDoIShotWeb: Appropriately enough.

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* HowDoIShotWeb: Appropriately enough. In this case, it involves trying to scale an alleyway, but this fails.



* ICallHerVera: Creator/AlfredMolina had pet names for the four mechanical tentacles. Harry and Larry were the bottom two, Moe was the top right one and Flo was the top left one.
* IronicBirthday: Peter's

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* ICallHerVera: Creator/AlfredMolina had gave pet names for the four mechanical tentacles. Harry and Larry were the bottom two, Moe was the top right one and Flo was the top left one.
* IronicBirthday: Peter'sPeter's birthday party
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* EarlyBirdCameo: Gwen Stacy is mentioned in the novelization as a classmate of Peter's. Three years later, she's on screen as just that.
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* ShoutOut: Hoffman mentions DoctorStrange as a potential name for Doc Ock. Jameson admits that it's good..."[[MythologyGag but it's taken.]]"

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* ShoutOut: Hoffman mentions DoctorStrange "Comicbook/DoctorStrange" as a potential name for Doc Ock. Jameson admits that it's good..."[[MythologyGag but it's taken.]]"
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*** Likewise, Peter holding up a wall from Octavius' collapsing lair is reminiscent of [[http://1.bp.blogspot.com/_G_hJS6xw534/SwTRZBBukwI/AAAAAAAAApw/41hjLw-PRSc/s1600/spiderman3.gif Spidey lifting up rubble from Octavius' collapsing lair in issue #33 of ''The Amazing Spider-Man'']].


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* ShoutOut: Hoffman mentions DoctorStrange as a potential name for Doc Ock. Jameson admits that it's good..."[[MythologyGag but it's taken.]]"
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* ICallHerVera: AlfredMolina had pet names for the four mechanical tentacles. Harry and Larry were the bottom two, Moe was the top right one and Flo was the top left one.

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* ICallHerVera: AlfredMolina Creator/AlfredMolina had pet names for the four mechanical tentacles. Harry and Larry were the bottom two, Moe was the top right one and Flo was the top left one.
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This comes at a bad time, since the brilliant scientist Dr. Otto Octavius (AlfredMolina) is caught in a FreakLabAccident that not only kills his wife, but also attaches four mechanical tentacles to him. Going insane, he becomes the evil "Doctor Octopus" and is determined to retry the failed experiment on a much bigger scale--ForScience, of course. With the city in danger and his relationship with Mary Jane in doubt, Peter is forced to "get back to work".

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This comes at a bad time, since the brilliant scientist Dr. Otto Octavius (AlfredMolina) (Creator/AlfredMolina) is caught in a FreakLabAccident that not only kills his wife, but also attaches four mechanical tentacles to him. Going insane, he becomes the evil "Doctor Octopus" and is determined to retry the failed experiment on a much bigger scale--ForScience, of course. With the city in danger and his relationship with Mary Jane in doubt, Peter is forced to "get back to work".

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* CasualDangerDialog: In the final scene, where Peter is unmasked and rushes to save MJ from a falling object.

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* CasualDangerDialog: In the final scene, where [[spoiler:where Peter is unmasked and rushes to save MJ from a falling object.]]



* CasualDangerDialogue: The immortal "this is really heavy" when [[spoiler:Mary Jane discovers Peter is Spider-Man.]]
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* CasualDangerDialogue: The immortal "this is really heavy" when [[spoiler:Mary Jane discovers Peter is Spider-Man.]]
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In the sequel to ''Film/SpiderMan'', Peter is struggling to find balance in his life, as the increasing burden of being Spider-Man gets in the way of his relationship with his studies, job, friends, family, and the [[HeroesWantRedheads woman he loves]]. Once the stress begins to affect his powers, he decides to give up being Spider-Man once and for all.

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In the sequel to ''Film/SpiderMan'', Peter is struggling to find balance in his life, as the increasing burden of being Spider-Man a superhero gets in the way of his relationship with his studies, job, friends, family, and the [[HeroesWantRedheads woman he loves]]. Once the stress begins to affect his powers, he decides to give up being Spider-Man once and for all.
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In the sequel, Peter is struggling to find balance in his life, as the increasing burden of being Spider-Man gets in the way of his relationship with his studies, job, friends, family, and the [[HeroesWantRedheads woman he loves]]. Once the stress begins to affect his powers, he decides to give up being Spider-Man once and for all.

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In the sequel, sequel to ''Film/SpiderMan'', Peter is struggling to find balance in his life, as the increasing burden of being Spider-Man gets in the way of his relationship with his studies, job, friends, family, and the [[HeroesWantRedheads woman he loves]]. Once the stress begins to affect his powers, he decides to give up being Spider-Man once and for all.

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In the sequel, Peter is struggling to find balance in his life, as the increasing burden of being Spider-Man gets in the way of his relationship with his studies, job, friends, family, and the [[HeroesWantRedheads woman he loves]]. Once the stress begins to affect his powers, he decides to give up being Spider-Man once and for all. This comes at a bad time, since the brilliant scientist Dr. Otto Octavius (AlfredMolina) is caught in a FreakLabAccident that not only kills his wife, but also attaches four mechanical tentacles to him. Going insane, he becomes the evil "Doctor Octopus" and is determined to retry the failed experiment on a much bigger scale--ForScience, of course. With the city in danger and his relationship with Mary Jane in doubt, Peter is forced to "get back to work".

to:

In the sequel, Peter is struggling to find balance in his life, as the increasing burden of being Spider-Man gets in the way of his relationship with his studies, job, friends, family, and the [[HeroesWantRedheads woman he loves]]. Once the stress begins to affect his powers, he decides to give up being Spider-Man once and for all. all.

This comes at a bad time, since the brilliant scientist Dr. Otto Octavius (AlfredMolina) is caught in a FreakLabAccident that not only kills his wife, but also attaches four mechanical tentacles to him. Going insane, he becomes the evil "Doctor Octopus" and is determined to retry the failed experiment on a much bigger scale--ForScience, of course. With the city in danger and his relationship with Mary Jane in doubt, Peter is forced to "get back to work".
----
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[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/spider-man-2-p.jpg]]

In the sequel, Peter is struggling to find balance in his life, as the increasing burden of being Spider-Man gets in the way of his relationship with his studies, job, friends, family, and the [[HeroesWantRedheads woman he loves]]. Once the stress begins to affect his powers, he decides to give up being Spider-Man once and for all. This comes at a bad time, since the brilliant scientist Dr. Otto Octavius (AlfredMolina) is caught in a FreakLabAccident that not only kills his wife, but also attaches four mechanical tentacles to him. Going insane, he becomes the evil "Doctor Octopus" and is determined to retry the failed experiment on a much bigger scale--ForScience, of course. With the city in danger and his relationship with Mary Jane in doubt, Peter is forced to "get back to work".

!!This film provides examples of:
* AIIsACrapshoot[=/=]PsychoPrototype: The tentacles - they tend to do things that protect themselves and Octavius, but are extremely twisted in their ways, and are more keen to destroy in order to get what Otto wants rather than anything else.
* AlasPoorVillain: [[spoiler:DoctorOctopus, who dies destroying his fusion machine so that it won't destroy New York.]]
* AlternativeForeignThemeSong: The Japanese version uses a song called [[http://tu.tv/videos/tm-revolution-web-of-night "Web of Night"]] by T.M. Revolution for the theme song.
* AntagonistInMourning: Otto is seen lamenting his wife's death when he's at his lair
* AntiClimacticUnmasking: Played straight and then averted. [[spoiler:The first time Peter loses his mask, the crowd of people don't know who he is. The second and third time it's taken off, Harry, Dr. Octavius, and Mary Jane recognize him.]]
* AntiVillain: Dr. Octopus. Now, when he's bad, he's ''really'' bad. But his whole nature is still so tragic, [[spoiler:and he does [[RedemptionEqualsDeath redeem himself]] in the end.]]
* ArtisticLicenseBiology: The cerebellum, to which Octavius's arms are linked, is a processing center for balance and coordination. Their AI shouldn't have had the means to communicate with Octavius's consciousness or skew his emotions, because it's only motor-related regions of the (conscious) cerebrum that interact with the cerebellum, not its sensory regions or limbic system.
* ArtisticLicenseNuclearPhysics:
** Nuclear fusion really is the process by which the sun generates energy. But a nuclear fusion reactor won't ''look like'' the sun unless it's as ''big as'' the sun (over a million kilometers across). The reason the sun has prominences and a photosphere and sunspots and all the rest is because there are thousands upon thousands of kilometers of hot gas that ''aren't'' undergoing nuclear fusion, sitting on top of the core and obscuring it from view.
*** And, worse, the reactor in the movies doesn't just look like the sun, it looks like the sun ''filmed in X-ray light'' and shown in false color so that we mere humans can see its surface structure. No one except Ock is even wearing glasses to protect their eyes from that sun, though it should have rendered them blind in minutes.
*** On top of that, you'd think that dipping a small sun into a large body of water to quench it down would provoke a devastating explosion of steam, if not outright plasma from all the ionized hydrogen and oxygen.
*** And there's no possible way that a fusion reactor would start pulling towards it everything in the room that isn't nailed down. If the rationale was gravity, see SciFiWritersHaveNoSenseOfScale. If the rationale was magnetism, see SelectiveMagnetism.
* ArtisticLicensePhysics: As pointed out in [[http://www.youtube.com/watch?v=UG9AeEdmXiE this video]], after Doc Ock throws Spider-Man forward, Spidey somehow slows down in midair so he can tackle Ock from behind.
* BadassBystander: Everyone in the train when rise up against Octavius to protect Spider-Man... they don't succeed, but it takes some stones to stand up to a villain with four mechanical arms.
** Peter does this earlier in the film, when ''sans'' powers, he runs into a burning building to rescue a trapped child. He gets her out safely, but unfortunately, then finds out that there were more people trapped on the fourth floor that didn't make it.
* BadassGrandma: Aunt May! When she is captured by Octavius in the building wall fight, she makes sure he knows that she's not going down without a fight by smashing the end of her umbrella into his face.
* BankToaster: A MorallyBankruptBanker, on top of denying Aunt May and Peter Parker a loan, denies them a coupon for a free toaster! Because of a certain minimum deposit that is required.
* BigNo: Octavius lets a particularly narmful out when he sees the murder and destruction his tentacles have wreaked while he was unconscious, [[spoiler:and then lets another one out as he is dragged underwater with his overloading fusion machine. The second one manages to be fairly tragic, as he had just made his HeelFaceTurn and his last comment was a pledge not to die a monster, with his "NO!" reaffirming this as he sacrifices his life.]]
* BladeBelowTheShoulder: The tentacles have a blade inside them. Which is odd, if you think about it, since the tentacles were built for experiments, not combat.
* BrilliantButLazy: TropeNamer.
* CasualDangerDialog: In the final scene, where Peter is unmasked and rushes to save MJ from a falling object.
-->'''Peter Parker:''' Hi.
-->'''Mary Jane Watson:''' ''(somewhat disbelieving)'' Hi.
-->'''Peter Parker:''' [[{{Understatement}} This is really heavy!]]
* CallBack: In the first film, Spider-Man attempts to save a woman from a burning building, but it turns out to be Green Goblin wrapped in a blanket and shrieking in falsetto. In this film, Peter - temporarily powerless - braves another burning building to save a child who is wrapped in a blanket, which happens to be green. Get it?
* CombatTentacles: Doc Ock.
* ConspicuousTrenchcoat: Doc Ock uses one to hide his tentacles when he robs the bank.
* ContinuityCameo: Dr. Curt Connors appears as Peter's professor (the one who threatens to fail him for being BrilliantButLazy).
* CrucifiedHeroShot: When Spider-Man is pulling back the train, and then after he falls unconscious.
* CutTheJuice
* CyberneticsEatYourSoul: Octavius' tentacles.
* DisposableFiance: John Jameson.
* DisproportionateRetribution: JJJ is ''finally'' convinced that Spider-Man is a hero and was really fighting for the good guys this entire time... up until Spidey takes back his superhero suit from JJJ's office, causing him to accuse Spider-Man of being a thief, [[RuleOfFunny which is funny]], given that Jonah pretty much ''scammed the goddamn suit'' off the guy who found it.
** That may have also been relief that [[StatusQuoIsGod their relationship could return to normal again.]]
* DoesThisRemindYouOfAnything: Peter's emotional crisis causes him to lose his web-shooting ability. But don't worry. [[LampshadedDoubleEntendre It happens to a lot of guys.]]
** Also "You can't get off if you don't get on." When MJ is telling Peter they can't just pick up where they left off.
* DrowningMySorrows
* EvilHand: The tentacles have an advanced AI.
* FamousLastWords: [[spoiler:"I will not die a monster!"]]
* {{Foreshadowing}}: "My Rosie's dead... my dream is dead... and these monstrous things should be at the bottom of the river... along with me."
* FourEyesZeroSoul: Doc Ock during most of the film.
* GenreSavvy: Robbie Robertson, who pointedly gives Peter a look that he's noticed that Spider-Man ''[[ContrivedCoincidence just happened]]'' to be at the same place as he was.
* GladIThoughtOfIt: JJ "christening" Dr. Octopus.
* GoThroughMe: The train passengers try to protect Peter from Octavius. They fail.
* HandWave: A major one. In reality, it would take Dr. Octavius thousands of years and a solar system's worth of space to create a protostar, not a few moments. Secondly, the heat generated from the protostar would kill everyone within a short radius instantly, but since this is Fiction Land, all the writers need is a scoop of {{Unobtainium}} to avoid accusations of CriticalResearchFailure.
* HeldGaze: Peter and Mary Jane continually throughout the movie. In one notable instance that Doc Ock [[MomentKiller destroys]] their mutual HeldGaze presages an AlmostKiss.
* HesBack: Subverted once, although it was easy to see coming, and then played straight.
* HeyItsThatGuy: [[Series/{{Bones}} Dr. Temperance Brennan]] will not pay for late pizza.
** [[Series/{{Community}} Jeff Winger]] will not approve Aunt May's loan.
* HoldingOutForAHero
* HowDoIShotWeb: Appropriately enough.
* IHaveThisFriend: Peter recounting his loss of powers about his... sorry, his ''friend's'' dream of being Spider-Man and losing his powers to his doctor.
* ICallHerVera: AlfredMolina had pet names for the four mechanical tentacles. Harry and Larry were the bottom two, Moe was the top right one and Flo was the top left one.
* IronicBirthday: Peter's
* LampshadeHanging: J. Jonah Jameson does one about Ock's MeaningfulName: "Guy named Otto Octavius winds up with eight limbs. What are the odds?"
** Although to be fair a guy with the name Octavius would be far more likely to build something based on the number eight.
* LastSecondChance
* MadeOfIron: Considering his lack of super-strength, Dr. Octavius survives quite a pummeling in all of his fight scenes with Spider-Man. In addition to the blows from Spidey's super-powered fists, he also gets smashed against a taxi hard enough to dent it and falls 20 stories onto an 'L' train car, all with no injuries.
** Not to mention simply hauling around the ''weight'' of those arms so much of the time without falling over.
* MeaningfulName: "Guy named Otto Octavius winds up with eight limbs? What are the odds?"
* MoralityChip: On the robotic arms. Predictably, it gets destroyed.
* MorallyAmbiguousDoctorate: Dr. Octopus.
* MorallyBankruptBanker: On top of denying Aunt May and Peter Parker a loan, he denies them a coupon for a [[BankToaster free toaster]].
* MultiArmedMultitasking: Dr. Octopus does this when he builds the new sun-generator machine, with his long metallic tentacles.
* MythologyGag: Possibly, with Dr. Octopus holding Aunt May hostage. In the earlier comics, May (true to form at the time) was blissfully unaware that Dr. Octopus was a bad man, in this movie however, it's pretty clear.
** The famous [[http://media.comicvine.com/uploads/10/109340/2731807-_spider_man_no_more.jpg "Spider-Man No More"]] panel is paid homage to when Peter ditches his Spider-Man costume.
* NeverMessWithGranny: Aunt May, especially when she has an umbrella.
* NewEraSpeech
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%%Nightmare Fuel goes on the YMMV page, not here.
%%
* NotSoDifferent: The butler compares Harry to his dad.
-->'''Harry:''' Good night, Bernard.\\
'''Bernard:''' Your father only obsessed over his work.\\
'''Harry:''' ''(irritated)'' Good night, Bernard.
* TheObstructiveLoveInterest: Mary-Jane.
* OhCrap: A nice group example of the snared up police car, seconds before "...it's a ''web''!!"
* OmnidisciplinaryScientist: Octavius is brilliant nuclear physicist who has nearly perfected a viable source of infinite power from nuclear fusion. On the way, he has also made revolutionary breakthroughs in robotics and software engineering to create his intelligent arms. Not only that, but he must have developed an extremely effective power source even before the fusion reactor just to power the extremely strong arms.
* PantyShot: Near the end as that wall's about to fall on Mary Jane and just before Peter catches it. Mary Jane falls backards, the wind blows her skirt up, giving the audience a quick view of her white panties.
* TheParagon: Aunt May points out to Peter that Spider-Man is a symbol of hope to people who are in the face of despair and that you trust him when he tells you to hold on for just a minute longer, and that even the boy across the street wants to be Spider-Man when he grows up.
** This saves Peter at the end when the people on the train rally against Octavius to protect an unconscious Peter, seeing him unmasked and realising that the hero putting himself in harms way to save them is "just a kid, no older than my son".
* PsychosomaticSuperpowerOutage: Peter loses his powers due to being unconsciously conflicted about whether or not to keep being Spider-Man.
* RedemptionEqualsDeath: [[spoiler:Dr. Octavius has to drag the reactor with him into the river to stop it from destroying New York.]]
-->'''[[spoiler:Doc Ock:]]''' I will not die a monster!
* RooftopConfrontation: Subverted. A fight between Spider-Man and Octavius begins on the roof of a building, but they end up chasing each other all over the city.
* RunawayBride: MJ leaves a ''note'' to let the groom know he's been abandoned at the altar.
* ShakyPOVCam: It's a Sam Raimi movie, what did you expect?!
* SinisterShades: the ones Otto wears when he abducts Mary Jane
* [[ThirtyMinutesOrItsFree Twenty Nine Minutes Or It's Free]]: Played straight with the opening sequence
* ThisIsYourBrainOnEvil
* TooDumbToLive: Dr. Octavius, we know you have incredible confidence in your machine, but at the same time, did you ever stop to think that maybe conducting a test on an experimental ''fusion reactor'' in New York City - where there are over 20 million people - was an incredibly wise decision? And this was ''before'' you went crazy?
* TrainStopping: Peter uses webs as a stretch net to brake the train to a stop
** Funny enough, it actually becomes TruthInTelevision about 10 years later from a research conducted. Apparently, using the webs to stop the train can actually [[http://news.yahoo.com/spider-mans-silk-really-could-stop-train-132413486.html work]].
* TraintopBattle: Including a runaway train.
** If any irony, the entire train fight is a case of [[TheWindyCity Chicago doubling]], as the scene was filmed on Chicago's 'L' system: the only elevated tracks in the Manhattan portion of the subway are parts of the '''1''' train in Upper Manhattan. Furthermore, [[http://www.chicago-l.org/multimedia/Spiderman2/images/Spiderman2-2200s01.jpg the trains have fold-in doors]], when [[http://www.nycsubway.org/perl/show?98544 New York City Subway cars that are currently used in revenue service]] have sliding doors.
* {{Unobtainium}}: Oscorp's tritium.
** Although it is an unusual example, since tritium is a real substance and is used in some fusion experiments. However, real tritium is nothing like the substance portrayed in the movie, and it effectively functions as Unobtainium that just happens to have a semi-accurate name.
* UncomfortableElevatorMoment: Provides the page image. One of the funniest examples too. An alternate version happens in the extended cut.
* UnderTheTruck: Spidey is chasing two crooks in a car and naturally, a truck pulls out in the way. Rather than slide under, Spidey swings through the gap between the cab and trailer.
* WalkingShirtlessScene: Doctor Octopus, thanks to the way those arms are stuck on him.
* [[WhatCouldPossiblyGoWrong What Could Possibly Go Wrong]] with that nuclear experiment?
* WhenThingsSpinScienceHappens: The reactor.

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