History Film / SpiderMan2

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 leaves four mechanical tentacles permanently attached to him. Going insane, he becomes the evil "ComicBook/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".

* AIIsACrapshoot: The tentacles - they tend to do things that protect themselves and Octavius, but are extremely twisted in their ways, and are keener to destroy in order to get what Otto wants rather than anything else.

** The arms speak to Doctor Octopus and even regard him as a father. This is alluded to in the movie when Doc Ock says he hears their voices inside his head. The tentacles insist Octavius needs their help and tempt him into villainy throughout the story by saying things like Spider-Man interfered in his experiment because he was jealous of Octavius' success.

** Doctor Octopus also used his knowledge as a research scientist to break into classified government installations and steal equipment. They couldn't risk exposure so the thefts were covered up. Doc Ock's tentacles tapped into the pier's power lines and hacked the grid to reactivate its circuits, creating an electricity source for the fusion reactor which the power company would've taken months to detect.

** Doc Ock's tentacles tapped Peter's phone lines. That was how he knew he'd find Peter at the café with Mary Jane. While saving himself and MJ, Peter uses his regained webbing to knock a waitress away from the car Ock hurls through the window. Doc Ock later reveals he also kidnapped Mary Jane to turn Peter against Spider-Man for failing to save the woman he loves, since Otto blames him for Rosie’s death.

** [[spoiler:What kills Doctor Octopus is when he drowns his experiment, it super-heats the water, broiling him alive. He also goes blind by staring into the eye of the ball of energy without his protective goggles. The tentacles express sheer terror at the thought of dying as they desperately beg for their "father" to save them, not realizing that Otto's already dead.]]

* AnkleDrag: Played to horrific effect when one of Otto Octavius' tentacles drags away a screaming doctor despite her futile attempts to cling onto the floor with her nails, leaving behind a screeching trail of scratch marks into the darkness.

** A real fusion reactor would kill people in such close proximity to the reaction, but this is skimmed over to create more dramatic situations and justify Doc Ock's tentacle arms.

** Averted in the scene where Otto leaves the hospital after the accident, and uses his tentacles to stop and toss aside a speeding car that he walked in front of. If he'd use all four tentacles to try and stop the car, the impact would have been taken by the harness around his midsection and knocked him off his feet, probably killing or at least seriously injuring him. However, if you look closely, the two lower tentacles drop down and firmly grip the pavement for support and bracing, while the two upper tentacles stop the car. This makes sure the tentacles take the impact with none of it being transferred to Otto.

* BadVibrations: Octavius's presence is usually announced by the loud thuds of his tentacles long before he shows himself.

* BigBad: Dr. Otto Octavius, who is driven to recreate the experiment that fused him to his robotic tentacles.

** Octavius when he sees the murder and destruction his tentacles have wrought in the hospital 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: Octavius's tentacles have a blade inside them. This is odd if you think about it, since the tentacles were built for experiments, not combat.

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

* CyberneticsEatYourSoul: Octavius' tentacles take over his mind.

* DamselOutOfDistress: Aunt May starts as a DamselInDistress when she is captured by Octavius in the building wall fight. But then, seeing Octavius preparing to skewer Peter with a blade in one of his tentacles, she makes sure he knows that she's not going down without a fight by smashing the end of [[ParasolOfPain her umbrella]] into his face, throwing off his aim enough to save Peter.

* EvilHand: The tentacles have an advanced AI.

* FailsafeFailure: Otto is smart enough to try preventing AIIsACrapshoot by installing a RestrainingBolt on his tentacles. Emphasis on ''try.''

* ForgotAboutHisPowers: Doc Ock fights Spider-Man by grabbing him with his robot tentacles and slamming him into walls and such. A few moments later it's revealed that at least one of those tentacles contained a long retractable blade he could have easily stabbed the web-slinger with. He goes into a single sling with this blade, misses, and never uses it again.

* GoryDiscretionShot: In keeping with a PG-13 rating, some of the grislier moments of the film ([[spoiler:Otto's wife being mutilated by shards of glass, his tentacles slaughtering the doctors operating on him]]) are kept offscreen.

* ICallHerVera: Creator/AlfredMolina gave pet names for the four mechanical tentacles. Harry and Larry are the bottom two, Moe was the top right one and Flo was the top left one.

* IKnowYoureInThereSomewhereFight: Peter takes off his mask and gives one of these speeches to Dr. Octavius encouraging him to resist the control of his tentacles. This is followed by Otto telling his tentacles "Listen to me now!".

* MultiArmedMultitasking: Dr. Octopus does this when he builds the new sun-generator machine, with his long metallic tentacles.

* OffhandBackhand: During Spidey and Ock's final fight, Mary Jane attempts to assist with a plank from behind, but just as she's about to swing, two of Ock's tentacles grab the plank and push her away without him turning his head as much as an inch.

* PreAsskickingOneLiner: When Doc Ock recaptures Aunt May, Spider-Man prepares to launch himself at Ock to save her, but Ock prepares a sneak attack with a tentacle-mounted spike. Seeing this, Aunt May readies her umbrella and gets a word in before cracking Ock in the head with it.

* PreMortemOneLiner: Attempted but ultimately doesn't boot. To make a temporary escape from Spidey, Octavius uses one of his tentacles to open up the train's throttle to maximum speed, then rips it out so the motorman can't apply the brakes and tosses the handle to Spidey.

** The hospital scene in which [[spoiler:Doc Ock's tentacles slaughter the doctors operating on him]] feels ripped out of a horror movie -- an ''Franchise/EvilDead'' movie, to be exact.
*** The lunging POV shot from [[spoiler:the sensors on the tentacles]] is reminiscent of the POV of the "Evil".
*** A side view of [[spoiler:one of the tentacles zooming toward a screaming woman]] also mimics the "flying eye" gag in ''Film/EvilDead2''.

** Octavius's appearance at the cafe, where [[BadVibrations a series of loud stomps from his tentacles precedes his appearance]], echoes the first appearance of the T-rex from ''Film/JurassicPark''. This is explicitly noted by Peter in the novelization.

*** During the FinalBattle, when seeing Dock Ock and his tentacles surrounded by fire, MJ is reminded of the [[Myth/HinduMythology multi-armed Hindu goddess Kali]].

** However given how the adress was on the other side of Manhattan where even with his webslinging Peter was unable to make it, it seems like was an intentional ImpossibleTask to have an excuse to fire Peter.

** Peter's neighbors are named Ditkovitch, in honor of Steve Ditko, co-creator of the ''Spider-man'' comics.

*** Jameson claims John [[ComicBook/{{Superman}} “should be able to leap over [traffic] in a single bound!” John replies, “I could have if I’d remembered to wear my tights and cape.”]]

*** During lunch with Peter and Rosie, Octavius quotes "Time present and time past are both perhaps present in time future" by Creator/TSEliot from ''Four Quartets: Burnt Norton''. He also references poet John Greenleaf Whittier when musing his Rosie's sadness over their inability to have children: "For of all sad words of tongue or pen, the saddest are these: ‘It might have been!'"
*** When Spider-Man runs out of webs, he fleetingly hopes that gravity won't affect him “like the [[WesternAnimation/WileECoyote coyote in those cartoons]].” He also references the character's tendency to hold up signs reflecting his situation.
*** Octavius ponders Peter's doubts about his machine and decides "[[Creator/EECummings a little knowledge could be a dangerous thing.”]]

* TestingTheLoveInterest: Mary Jane [[TestKiss tries an upside-down kiss]] with her fiancé to see if she really loves him after she did the same with Spiderman in [[Film/Spiderman2002 the previous film]]. NoSparks there for her.

** Mary Jane confesses to Louise that she's marrying John partly to prove something to her father, and show Peter what he missed out on. This was restored in the extended cut. MJ also secretly doubts if she's ready for her and John's relationship to be "real", and isn't invested in the details of their wedding.

* TheObstructiveLoveInterest: Mary Jane, especially since a lot of material for her was cut in order to streamline the story to focus exclusively on Peter.

* TheyDo: Peter and MJ ''finally'' become an OfficialCouple at the film's end.

** Mary Jane confesses to Louise that she's marrying John partly to prove something to her father, and show Peter what he missed out on. This was restored in the extended cut. MJ also secretly doubts if she's ready for her and John's relationship to be "real", and isn't truly invested in the details of their wedding.

** Jameson is stressed about his son's wedding because he had to pull many strings to arrange it not even a few months after John and Mary Jane’s engagement. John is concerned they're moving too fast and tries to probe MJ's motives (with his friends even wondering if she's pregnant). When she rushes out after kissing him upside-down, John connects her refusal to invite Peter to the wedding (despite frequently talking about him) and her reaction to his questioning. As a result, he is saddened but ultimately not too surprised when MJ leaves him at the altar.

** The dead end at the end of train tracks is because the city was building an overpass above the train yard but ran out of money. Spider-Man first disconnects the front engine car from the rest of the train while the passengers move back, but has to use his webs because they won’t slow down enough before the drop. Peter remains unconscious after he's brought inside the train. One man who is a Yankees fan considers revealing Spider-Man's identity for money, but the other passengers [[WhatYouAreInTheDark sternly]] [[ScrewTheMoneyIHaveRules refuse]] and make him return the hero's mask.

* CasualDangerDialog: In the climax, [[spoiler:as Peter is unmasked and rushes to save MJ from a falling wall.]]
-->'''Peter Parker:''' Hi.
-->'''Mary Jane Watson:''' ''[somewhat disbelieving]'' Hi.
-->'''Peter Parker:''' ''[{{beat}}]'' [[{{Understatement}} This is really heavy.]]

* [[WhatCouldPossiblyGoWrong What Could Possibly Go Wrong]] with that nuclear experiment?

* GorgeousPeriodDress: InUniverse, the costumes in ''The Importance of Being Earnest'', which is set in Victorian London.

* ArmorPiercingSlap: Later on, Harry also delivers two of these to Peter at the gala for John Jameson, letting loose a barrage of verbal venom on a stunned, speechless Peter for protecting Spider-Man from him in his search for vengeance, and while he is drunk, you can tell he means every word. The hurt, betrayal, and remorse in Peter's eyes is all too apparent as he watches Harry storm off, knowing at that moment, their friendship is irreparably broken.
-->'''Harry:''' It pisses me off, your loyalty to Spider-Man and not your best friend. I find him with my father's body, and you defend him 'cause he's your bread and butter.\\
'''Peter:''' Hey, take it easy-\\
'''Harry:''' ''Hey, don't push me!'' Don't act like you're my friend. You stole MJ from me. You stole my father's love. And you let him die, 'cause you didn't turn in the freak. Isn't that right? ''*slaps Peter*'' Huh?! Isn't that right? Huh, brother?! ''*slaps Peter again, staring at him angrily before storming off*''

** May asks Spider-Man, “What do you mean 'we'?” because unlike him, she actually landed a hit on Doc Ock.

** The train engineer who warns Spider-Man about the brakes is named Donald O’Shea, and he also reassures the passengers that Spidey will be okay after he's captured by Doc Ock.

** Peter rents above a TV repair shop[[note]] In the extended TV version, it’s implied to be owned by the Ditkovich's[[/note]]. He doesn't live with Harry anymore since Harry moved back into his father's townhouse after Norman's death. Peter declined to move in with him, as Harry's vengeful obsession with Spider-Man was too much for Peter to bear.

** Harry pours his drink on the Japanese violinist singing about Spider-Man when she passes the townhouse. He has compiled an investigation on Spider-Man and wonders if Quest Aerospace, Oscorp's biggest rival, hired him to discredit his company.

*** After Doc Ock's escape, Jameson [[Film/ApocalypseNow "loved the smell of chaos in the morning. It smelled like victory."]]

*** Dr. Wally Davis says to Peter, "And one more thing..." like [[Series/{{Columbo}} Lieutenant Columbo]].

** Shortly before the beginning of the film, John introduces Mary Jane to his father, J. Jonah Jameson, over lunch at Club Ascot. The two end up bonding and have a discussion on Spider-Man.

* GorgeousPeriodClothes: InUniverse, the costumes in ''The Importance of Being Earnest'', which is set in Victorian London.

* ClothingDamage: Mary Jane's dress is torn up and soaked during the FinalBattle, which ends up doubling as {{Fanservice}}.

* EnormousEngagementRing: MJ wears a rather fancy diamond ring after accepting John's proposal. [[RuleofSymbolism It's especially noticeable when she holds Peter's hand at the cafe and reunites with John in the climax while Spider-Man leaves.]]

** Octavius manages to get Spider-Man weakened enough that the train passengers attempt to pull a GoThroughMe to protect the latter. Instead of simply slaughtering or harming them, he affably opts to push them out of his way to focus on Spider-Man instead. Granted, this is right after Doc-Ock nearly got everyone on said train killed in the first place, but having to do the deed personally was likely not something he wanted.

** Peter rents above a TV repair shop[[note]] In the extended TV version, it’s implied to be owned by the Ditkovich’s[[/note]]. He doesn't live with Harry anymore since Harry moved back into his father's townhouse after Norman's death. Peter declined to move in with him, as Harry's vengeful obsession with Spider-Man was too much for Peter to bear.
** Octavius’ assistant is named Raymond.

** Mary Jane personally reserves Peter a prime house seat for her play. When he doesn't show up, [[RealitySubtext she likens her situation with Peter to her scene of Cecily wondering whether to forgive her crush's mistakes.]] MJ initially wonders if Peter couldn’t make it because of a genuine emergency but is upset when she still can’t find him after the play. Part of her frostiness towards Peter stems from lingering issues with her father, as MJ believes his flakiness and not being straight with her is a way to exert control over her.

** May asks Spider-Man, “What do you mean ‘we’?” because unlike him, she actually landed a hit on Doc Ock.

** Doctor Octopus also used his knowledge as a research scientist to break into classified government installations and steal equipment. They couldn't risk exposure so the thefts were covered up. Doc Ock's tentacles tapped into the pier's power lines and hacked the grid to reactivate its circuits, creating an electricity source for the fusion reactor. Ock knew it would take the power company months to detect it.

** Jameson is initially ecstatic that Spider-Man has given up, but quickly becomes angry; Spidey sells more copies of the ''Bugle'' than any other celebrity, and now that he's gone, sales figures have gone into a tailspin.

** Harry pours his drink on the Japanese violinist singing about Spider-Man when she passes the town house. He has compiled an investigation on Spider-Man and wonders if Quest Aerospace, Oscorp's biggest rival, hired him to discredit his company.

* VillainousBreakdown: He's not a straight-up villain at this point, but Harry loses it when the fusion reaction that he funded begins to go wrong. He screams, [[LargeHam “I’M IN CHARGE HERE! IT’S MY MONEY! I'M IN CONTROL!”]] and even [[PsychopathicManchild stomps his foot]] when demanding Otto turn off the machine. He grows increasingly antagonistic after this disaster.

** The arms speak to Doctor Octopus and even regard him as a father. This is alluded to in the movie when Doc Ock says he hears their voices inside his head before realizing the inhibitor chip was destroyed. The tentacles insist Octavius needs their help and tempt him into villainy throughout the story by saying things like Spider-Man interfered in his experiment because he was jealous of Octavius' success.

** Jameson is initially ecstatic that Spider-Man has given up, but quickly becomes angry at losing his best selling piece for the ''Bugle''; Spidey sells more copies of the ''Bugle'' than any other celebrity, and now that he's gone, sales figures have gone into a tailspin.

** The dead end at the end of train tracks is because the city was building an overpass above the train yard but ran out of money. Here, Spider-Man first disconnects the front engine car from the rest of the train while the passengers move back, but has to use his webs because they won’t slow down enough before the drop. Peter remains unconscious after he's brought inside the train. One man who is a Yankees fan considers revealing Spider-Man's identity for money, but the other passengers [[WhatYouAreInTheDark sternly]] [[ScrewTheMoneyIHaveRules refuse]] and make him return the hero's mask.

** Hoffman mentions "Comicbook/DoctorStrange" as a potential name for Doc Ock. Jameson admits that it's good..." but it's taken." It would end up taking ''12 years'' for a Doctor Strange [[Film/DoctorStrange2016 movie]] (with its [[Film/DoctorStrangeInTheMultiverseOfMadness sequel]] directed by Creator/SamRaimi to boot!) to finally back Jameson up.

** Mary Jane asks her fiancé John to kiss her upside-down, reenacting her upside-down kiss in the rain with Spider-Man to see if she feels something. He feels it; she doesn't.