- The opening credits featuring beautiful artwork from Alex Ross which neatly recaps the events of the previous film.
- Stan Lee's cameo: saving a woman from falling debris.
- During a bank robbery, Doc Ock takes Aunt May as a hostage and scales the side of a building with her. This leads to quite a few awesome moments:
- First, when Aunt May is sent flying through the air, she manages to use her umbrella to latch onto an angel statue and keep herself from falling. That she kept her cool enough to do so while at least twenty stories up is incredible.
- In a behind-the-scenes moment, Rosemary Harris, who was 70 at the time of filming, saw her stunt double doing the act and decided that she wanted to try it herself. Yes, you read that right—Harris did her own stunts. Rumor has it that, after finishing the initial take, her first words were a giddy "Let's do it again!"
- But the most awesome moment comes when Ock recaptures Aunt May. As Spider-Man prepares to launch himself at Ock to save her, the mad doctor prepares a sneak attack with a tentacle. Aunt May sees this, utters a Pre-Asskicking One-Liner for the ages — "Shame on you" — and wallops Doc Ock's head with her umbrella with enough force to shatter his glasses, send him reeling, and save Spider-Man himself. Never Mess with Granny indeed!
- Dr. Octopus later turns this scene into a villainous Moment of Awesome when Mary Jane attempts the same kind of sneak attack at the film's climax... and Ock disarms her without even turning around. Doc Ock is a genius, and he learns from his mistakes.
- Peter saving a little girl from a building fire without his powers.
- One goes to the little girl for pulling Peter to safety when he's briefly trapped.
- This sequence proves what Tony Stark would say to the MCU Spider-Man: "If you're nothing without that suit, then you shouldn't have it." Peter didn't have his suit, or his powers, and yet he proves that at heart he is Spider-Man, bar none.
- "He's Back!"
- To really add emphasis to this, throughout the movie Peter's been struggling with his powers to the point that he can't leap buildings anymore, crawl walls before dropping off like a rock, or bust a door down without hurting himself in the process. Even inspirational words from Aunt May weren't enough to get him out of his aimless funk despite managing to turn his life around with his 10-Minute Retirement. But the moment he realizes Mary Jane was kidnapped by Octavius, all the rubble that would've killed a regular Peter is burst apart with a single fist before he practically leaps out with a wicked look of determination in his eyes. He found his reason to fight, and it restored him to full strength in seconds.
- Additionally, when Peter goes back to retrieve his suit from the Daily Bugle, we see J. Jonah Jameson admitting, for the first and only time, that Spider-Man was indeed a hero and that he couldn't see it... until he looks back and realizes that Spidey took the costume from the wall, causing Jameson to revert back to his old Spider-Man-antagonizing ways, culminating in a Skyward Scream "I want Spider-Man!" which transitions to a spinning Daily Bugle issue announcing "HE'S BACK!" and Spider-Man swinging through the paper. It's as if the natural order is restored with Spider-Man's ultimate return.
- The entire train battle. And just about anything related to Doctor Octopus himself.
- Even the preliminary to the fight is intense. Spider-Man arrives at the clock tower and demands that Doc Ock tell him where Mary Jane is. When he refuses, Spider-Man goes all out; no quips, no wisecracking, because It's Personal. Then Spider-Man and one of the clock's massive hands get knocked off; Spider-Man both tethers to the building and snares the hand with web, and slams it into Dock Ock at the top. Octavius then snaps the arm in two and throws the two halves at Spider-Man, who deflects them, but is knocked back by one of Ock's arms. Not to be outdone, Spider-Man catches the Doctor mid-fall with web and pulls him down. They both fall... and land on the train.
- Doc Ock shoves Spider-Man through the train window and attempts to pull him back out, but the hero keeps himself inside, barely. Then, right above the passengers' heads, Spider-Man moves to another post and horizontally swings 360° to smash outside the next-over window... and in mid-crash, shoots his webbing at the side of the train, instantly and effortlessly sticking himself to the side to continue the battle.
- Spider-Man stops a speeding train. An entire train, by himself. This is easily among the most Herculean feats of strength he's ever committed, in all continuities, though it may be due to the sheer durability of his webbing. He's clearly in physical agony doing so, yet nothing will stop him from saving his city and its people.
- The novelization of the movie goes to show just how much the people of New York love and appreciate Spider-Man. Someone tries to take a photo of Peter when he's unconscious to sell to the Bugle but is quickly stopped by another passenger, who goes on to shame the man. The greedy opportunist tries to threaten the other passenger and talk others into siding with him, but then the man who stopped him talks about how he helped Spider-Man the previous year by throwing garbage at the Green Goblin to make sure the hero could save some kids and that he'll be damned if someone tries to make a quick buck off of Spidey's identity.
- Like Doc Ock learning from his mistake mentioned above, Spidey also shows off his quick-thinking when his first attempt to stop the impending train crash fails. To elaborate, he rather reasonably tries to anchor himself and the train against the nearby buildings and shoots out a web to either side, but the train is moving too fast (yet as a testament to the strength of his webbing, they don't give way; chunks of the buildings do). Spider-Man stops his own fall by catching himself horizontally against the front of the train, using only his feet, and the train conductor sarcastically asks if he has any other ideas. The answer is ultimately "Yes and no," because the problem wasn't anchoring against the buildings, it was only doing the bare minimum. And so Spidey tries again, this time sending out dozens of webshots and latching on to everything he can. Peter's a smart kid, he'd know that the original idea works but there was just too much stress on the two individual points, so using tons of them solves the problem. In moments, Spider-Man is putting so much force between himself and the train that it dents the metal on the front of the train, bringing it to a stop inches before it would've hurtled into the ocean.
- Doctor Octopus gets his own crowning moment by responding to the civilians. Long story short, the civilians say, "If you want to get to him, you'll have to go through me." Ock simply replies, "Very well" and flashes a big ol' grin. Then he shoves and holds them all out of the way with his arms. He's so powerful that he doesn't even need to resort to violence against Badass Bystanders. They're merely beneath him.
- It's not Spidey saving an entire trainload of people from horrible death (who then save him). It's not the civilians (later) standing up to Doc Ock (although both are awesome). Then Peter realizes he's unmasked and has a little moment of panic until the two boys return it to him, saying, "We won't tell nobody". The others agree.
- Made more awesome by that one guy's shocked reaction, realizing the sort of person who routinely risks his life to save them.Passenger: He's... just a kid! No older than my son!
- Made more awesome by that one guy's shocked reaction, realizing the sort of person who routinely risks his life to save them.
- "I WILL NOT DIE A MONSTER!". Leading up to this, Octopus forcefully reclaiming control of his mechanical arms with a nearly superhuman level of effort. Alfred Molina's delivery of Ock's anguished "Listen to me NOW!" is enough to move anyone.
- The emotional climax of the film, while not as thrilling as the train sequence, is still plenty engaging. With his tentacles damaged, Peter appeals to Otto's better nature as a scientist and manages to talk him down. Doc Ock finds redemption in death, while Peter reveals his secret identity to MJ and saves her from being crushed more than once. The spiraling depths of the former and the soaring heights of the latter are contrasted constantly, culminating in Peter disclosing how lonely a hero's life really is to MJ and sending her back to be with her fiancé, John, stoically.
- At the end of the film, Peter and Mary Jane come full circle and re-enact the ending of the last film, but with a more liberating subtext than before, achieving the happy ending and relationship upgrade everyone wanted them to have.
- As sketchy as standing up John Jameson at the altar was, almost everything MJ says to Peter in the last scene is awesome. Particularly when she touches his face and asks, "Isn't it about time somebody saved your life?"
- Four words: "Go get 'em, tiger."
- As far as the licensed game goes, the devs got one just for the fact that they made a movie tie-in game that's actually good. And not just good but one of the best Superhero-based games ever made!
- From the game, you have to admit that Mysterio managing to reshape the Statue of Liberty in his likeness is pretty impressive.
- The film winning the Academy Award for Best Visual Effects, making it one of the few superhero movies (alongside 1978's Superman: The Movie) to have taken the prize.
- And it damn well earned it with Doc Ock's signature tentacles. They're a brilliant mix of practical puppetry and well-aged CGI that make every single moment they appear onscreen a dieselpunk wet dream. Tellingly, all subsequent adaptations of Otto have modeled the arms after these in some way. Raimi and the crew even included more delicate motions like the upper right claw removing Octavius' glasses to show off the effect.
I will not die a monster!
