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"I made a choice once to live a life of responsibility. A life she can never be a part of. Who am I? I'm Spider-Man, given a job to do. And I'm Peter Parker, and I too have a job."
Peter Parker / Spider-Man
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Spider-Man 2 is the second entry in Sam Raimi's Spider-Man Trilogy, and the second Spider-Man film overall, released on June 30, 2004.

Following the events of the first film, Peter Parker 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 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 (Alfred Molina) is caught in a Freak Lab Accident that not only kills his wife but also leaves four mechanical tentacles permanently attached to him. Going insane, he becomes the evil "Doctor Octopus" and is determined to retry the failed experiment on a much bigger scale — For Science!, 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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Under a month before the release of Spider-Man 3 in 2007, an extended cut of this film was released titled Spider-Man 2.1, containing new special features, eight minutes of additional footage, and a sneak peek of 3.

Followed by Spider-Man 3. Alfred Molina reprises the role of Doctor Octopus in Spider-Man: No Way Home.


This film provides examples of:

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    A-H 
  • 10-Minute Retirement: Peter stops being Spider-Man for about an hour during the middle of the film.
  • 30 Minutes, or It's Free!: Given that a pizza order at Joe's Pizza becomes free after 29 minutes, thus losing the restaurant money and potential repeat customers, Peter's supervisor Rahi Aziz treats the 29-minute guarantee as a serious matter. As such, Aziz understandably dismisses Peter when he is once again unable to make his pizza deliveries on time.
  • Actor Allusion: In the novelization, Peter concludes after meeting Octavius and Rosalie that his suspicions on Octavius were unfounded and he isn’t Snidely Whiplash. Alfred Molina played the character in the 1999 film Dudley Do-Right.
  • Adaptational Nice Guy: Doc Ock is portrayed as a Tragic Villain, as opposed to his usually more straightforwardly evil comic counterpart.
  • Aesop Amnesia: Mere moments after J.Jameson comes realize that Spider-Man is indeed a hero, after finding out that Spider-Man stole his suit back off his wall, he starts hating him again.
  • Ageless Birthday Episode: Peter is thrown a surprise birthday party without any mention of his age. However, since his aunt May mentioned that his uncle's murder was 2 years ago, we can assume that Peter is 19 or 20.note 
  • A.I. Is a Crapshoot: 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.
  • Alas, Poor Villain: Inspired at the last minute by Peter, Doctor Octopus — vowing not to "die a monster" — pulls a Heroic Sacrifice, drowning his fusion machine in the river so that it won't destroy New York, and drowning with it in the process. We even get a shot of his sullen expression as he slowly sinks into the abyss.
  • All There in the Manual: According to the novelization:
    • In the prologue, Dr. Octavius arrives at Columbia University to speak at Dr. Curtis Connors' class but is kidnapped by Jack All with his Mecha. Spider-Man, who was on his way to class, attacks the machine and makes Jack All release Octavius. When interrogating him, Peter learns Jack All is interested in Octavius' "arms" before the mercenary is killed by his own Matchstick Weapon in a failed escape attempt. Peter initially believes "arms" to mean weaponry, which spurs him to choose Octavius for his research paper.
    • Mary Jane's parents have split up since the first film. Apparently, Phillip has changed slightly since the divorce.
    • Mary Jane met John Jameson at Moondance, the diner she worked at in the first film. A trucker pinched her bottom and she dumped a plate of spaghetti in his lap in retaliation. When Enrique demanded she apologize, MJ was thinking of caving in when John stepped in. His car battery had died, and he was waiting for a tow truck. He pretended to be an FBI agent, causing Enrique to back down, and MJ quit her job. They started seeing each other not long after.
    • 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.
    • The "disturbance" which made Peter late for his pizza delivery job was a construction employee nearly crushed by a falling girder. He has to deliver 17 pizzas instead of 8.
    • Hoffman is the advertising manager for the Daily Bugle, which is the reason Jameson is always asking him to patent names for supervillains. The third film more firmly established this on-camera.
    • Peter knew May was planning a surprise birthday party for him, just not who the guests were (Harry & MJ). MJ is also home because her mother is ill. Another reason Peter pushes MJ away is because he believes he doesn’t deserve to be happy after causing Uncle Ben’s death, and worries he wouldn’t be able to put her first in his life due to his responsibility as Spider-Man.
    • The police couldn't confirm Uncle Ben's murderer because there were no eyewitnesses. Peter couldn't come forward because of his involvement. This lack of official closure hurts May.
    • Peter rents above a TV repair shopnote . 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.
    • The Importance of Being Earnest is an off-Broadway production which was given an open-ended engagement due to its success, largely thanks to Mary Jane’s performance.
    • During the police chase on Peter's way to the theater, he instead jumps off his motorcycle to save a boy named Joey from a car pileup, who he tells the green vegetables advice to.
    • The name of the usher played by Bruce Campbell is Waldo. His scene with Peter was originally longer - Peter would web Waldo's foot to the floor, and go in to see MJ's play just as it was coming to an end.
    • Mary Jane personally reserves Peter a prime house seat for her play. When he doesn't show up, 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.
    • Peter sees and hears Uncle Ben multiple times throughout the book in addition to the single Dream Sequence in the film.
    • The lift scene initially had Spider-Man sharing it with a whole crowd of people, not just one person. When a man asks about his suit, Peter says he made it himself. In reality, the Flying Dutchman, a rival wrestler of Bonesaw, offered Peter the services of his brother, a tailor, for his costume in gratitude. The tailor created two versions of Peter’s Spider-Man costume for free. The first was destroyed in his Final Battle with Green Goblin and Peter used the second, updated one afterwards.
    • The fusion experiment is named the "Bartok Project" because Otto liked Béla Bartók. He was inspired to create the mechanical arms after a trip to the Coney Island Aquarium.
    • Hank Pym is one of the scientists who attends Octavius' demonstration and inquires about the safety of his mechanical arms' artificial intelligence.
    • When Spider-Man shows up at Octavius' failed experiment, Harry assumes he's the reason why it failed, though is briefly conflicted when the hero saves him.
    • In the book, Rosie dies because she tries to push Otto away from a solar flare that attaches to the mechanism connecting the mechanical arms to his body, only to be fatally electrocuted by the current running through him. A final solar flare then strikes Otto’s head, destroying the inhibitor chip.
    • The scene with Peter washing his suit and reading poetry at the laundromat originally took place after the experiment; after Rosie’s death, Peter realized he shouldn’t take for granted that MJ would always be there and read poetry in an effort to finally say what he wanted to say to her.
    • As Otto wakes up, one of the arms gives him a pair of sunglasses as his vision recovers from staring at the exploding sun. After escaping the hospital, Otto steals some clothes, including his trenchcoat, from a mannequin in a nearby store due to the rain.
    • 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.
    • The riverfront pier 56 where Doc Ock hides out used to be a shipping hub that is now nicknamed "the Bone Yard" from its abandoned tug boats. He buys snacks from a rundown newsstand near the pier with an almost-blind seller. It's here that Doc Ock reads the Bugle’s story “Spider-Man No More”, though doesn't believe the hero quit.
    • The coins Doc Ock steals from the bank are 19th-century $20 Saint-Gaudens gold coins recovered from an almost-century-old shipwreck, which he plans to resell to fund his experiment. Peter initially considers approaching Octavius as himself but decides against it, and changes into his suit in the bank's security room. Aunt May assumes that the reason Peter runs away is to call the police, rather than out of cowardice.
    • Doc Ock thinks he's helping May by giving her a quick death, rather than a slow one of old age. When trying to save May, Peter muses that all the women in his life wind up dangling from a ledge at some point, e.g. Aunt May taken hostage by Doc Ock, and Mary Jane during the Green Goblin's attack on the Queensboro Bridge.
    • May asks Spider-Man, “What do you mean ‘we’?” because unlike him, she actually landed a hit on Doc Ock.
    • The planetarium party Jameson's hosting is to raise money for the new library of science.
    • The society woman who introduces John is named Mrs. Severin.
    • Peter acknowledges his mixed signals towards MJ and is frustrated why he can’t just be happy for her. It also bothers Peter that he always takes pictures of MJ with other men, in the case of John more so, because he hasn't done half of the heroic things Peter has done, yet is celebrated as a hero while Spider-Man is demonized by the press. Peter is also envious of John having a father to boast about his accomplishments when he lost Uncle Ben.
    • John’s proposal to MJ was spontaneous; he mentioned at the gala how everyone was wondering if they would set a wedding date so MJ, reeling from her conversation with Peter, abruptly said John could propose to her now, which he did. He then decided to announce their engagement.
    • 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.
    • 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.
    • The doctor Peter goes to see is at the university's Student Health Services departmentnote  and his name is Wally Davis. Wally reveals he also sees a therapist and advises Peter to focus on what he really wants.
    • Betty Brant ensures the man who brought in Spider-Man's suit is paid more than Jameson was willing to shell out. In a scene restored in the extended cut, the night staff at the Bugle say that Jameson wears the suit, striking mock-heroic poses when he thinks no one's watching. He even walks onto his desk, sticking paper clips to a lamp like it were webbing. Also, the District Attorney's office wants the suit to verify it's the real thing, but Jameson won't hear of it.
    • 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.
    • MJ's line "You can't get off if you never got on" sounded suggestive in her mind.
    • Aunt May begins to blame herself for Uncle Ben's death in the film, but in the novelization, Peter wonders if it's because Ben is haunting her as well, especially now that he's given up Spider-Man. When he confesses his part in Uncle Ben's death, May yells for him to leave instead of just getting up and going to her room in silence.
    • 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.
    • The girl Peter saves from the fire is named Leslie, though he can't tell her gender in the book due to her sooty face and singed hair. Once the fire is put out, Peter is taken to the hospital for smoke inhalation.
    • Peter was late to meet May as she’s moving out because he fell asleep on the subway all the way to Union Turnpike terminal point, and had to wait for a subway back to Forest Hills.
    • As a young boy, Peter was apparently wary of May after his mother died. During May's speech about heroes, Peter begins to wonder if she knows his secret. In that same scene, Peter easily carries a heavy desk, which prompts him to try and jump the gap between two buildings, thinking his powers have returned. He doesn't fall on a car though.
    • 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, who MJ unknowingly mentioned many times while they were dating, to the wedding and her reaction to his questioning. As a result, he is saddened but ultimately not too surprised when MJ leaves him at the altar.
    • Aunt Ida, who's name is seen on a wedding invitation in the film, is John’s eccentric gabby maternal aunt.
    • MJ is furious when Peter pulls away from her yet again at the café but refuses to leave because she wants to help him through his obvious pain.
    • 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 newly regained webbing to knock a waitress away from the car Ock hurls through the window. Doc Ock also kidnaps Mary Jane to turn Peter against Spider-Man for failing to save the woman he loves, since Otto blames him for Rosie’s death.
    • Peter steals a ski mask from a damaged sporting goods store to wear on his way to the Bugle, going "back to basics". He secretly listens to Jameson's eulogy before taking his suit back. Jameson had it dry-cleaned and restored, so it felt better than ever.
    • 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 sternly refuse and make him return the hero's mask.
    • 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.
    • Harry initially wants to shoot Spider-Man but chooses a dagger instead so the murder can’t be traced back to him.
    • 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.
    • John and Jonah reach Mary Jane and the police at the pier because they were monitoring police-band calls for any sightings of Spider-Man and Doc Ock.
    • Part of what fuels Harry's depression is the scientists who witnessed the failed fusion experiment are thinking of suing him because it was funded by Oscorp. It also bothers him to see Mary Jane with another man, just like Peter. Harry is further upset by Spider-Man being praised as a savior for defeating Doc Ock while struggling with the truth of his best friend's secret identity. Feeling like he has nothing left now, Harry contemplates suicide so he can reunite with his father until experiencing his hallucinations of Norman. After finding his father's Green Goblin mask, Harry begins laughing.
    • There's a longer scene of Mary Jane getting ready for her wedding with Louise and her mother, Madeline, who sense her second thoughts. Madeline speaks with her daughter in private before Phillip unexpectedly arrives. MJ's parents help her realize her love for Peter, and urge her to go to him. After John receives MJ's letter, he gives a speech to the guests on why it was better for the wedding to be called off, amidst Jonah's fury.
  • Alliterative Family: The Jameson family (Jonah, Joan, and John) is in full attendance in this film.
  • Almost Kiss: Between Peter and Mary Jane at the coffee shop, until Doc Ock cockblocks by throwing a car through the window, then kidnapping Mary Jane.
  • Alone in a Crowd: Multiple times with Peter at the planetarium party as he becomes estranged from Harry and Mary Jane.
  • Alternative Foreign Theme Song: The Japanese version uses a song called "Web of Night" by T.M. Revolution for the theme song.
  • Ankle Drag: 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.
  • Anti-Climactic Unmasking: Played straight and then averted. When Peter takes off his mask on the train, the passengers don't know who he is. The second and third time it's taken off, Harry, Dr. Octavius, and Mary Jane recognize him.
  • Anti-Villain: Dr. Octopus. Now, when he's bad, he's really bad. But his whole nature is still so tragic, and he does redeem himself in the end.
  • Armor-Piercing Question: When Harry confronts Peter about Spider-Man at the beginning of the movie.
    Peter: I want us to be friends, Harry. I want us to trust each other.
    Harry: Then be honest with me: If you knew who he was, would you tell me?
  • Armor-Piercing Slap: 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*
  • The Artifact: The credits feature a cover of the classic theme song, including the lyrics “He’s got radioactive blood”. The spiders have been changed to genetically modified on account of Science Marches On. Granted, “He’s got genetically modified blood” does not roll of the tongue very well.
  • Artistic License – Biology: 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.
  • Artistic License – Geography: The train fight between Spidey and Doc Ock takes place on an elevated line in Manhattan, when in reality, all of the elevated lines south of 125th Street were dismantled by the 1950s. The sequence itself was actually filmed in Chicago as their 'L' system still has extensive elevated trackage downtown. Despite dressing up a train of old 2200 series cars and refitting some 'L' stations with appropriate signage, station platform signs for Clark / Lake on the Green, Brown, Pink, Orange and Purple Lines are visible as the two foes are getting their footing.
  • Artistic License – Nuclear Physics:
    • 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 in everything in the room that isn't nailed down. If the rationale was gravity, see Sci-Fi Writers Have No Sense of Scale. If the rationale was magnetism, see Selective Magnetism.
      • Tritium really is an important part of fusion reactions, but it's a gas, a special form of hydrogen; the golden crystalline substance shown in the film will make anyone who knows anything about tritium go "...huh?"
    • 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.
  • Artistic License – Physics:
    • When Peter is rescuing the baby from the burning building, there is no smoke from the fire, when there should be black smoke billowing out the windows. He wouldn't be able to just stand up and walk through the building. But in order for the scene to play out on camera, the area is smoke-free. A fire in an apartment or office building will include combusting of large amounts of plastics (computers and so on). So unless there is nothing but alcohol in the building there will be immense amounts of smoke pouring out the windows.
    • As pointed out in this video, after Doc Ock throws Spider-Man forward on the train, Spidey somehow slows down in midair so he can tackle Ock from behind.
    • 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.
    • In the scene where Spidey stops the car from hitting the crowd, look closely. All four weblines are attached to the car at four different points trailing away from the car's direction of travel through the air. They're all stretched tight. In reality, once the momentum of the car was arrested, the car would have either dropped to the ground if there was enough slack, or swung back and forth like a swing until it slowly came to a stop.
  • Badass Bystander: Everyone in the train when they 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 was someone else trapped on the fourth floor that died.
  • Bad Vibrations: Octavius's presence is usually announced by the loud thuds of his tentacles long before he shows himself.
  • Bank Toaster: A Morally Bankrupt Banker, 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.
  • "Be Quiet!" Nudge: When Peter and Aunt May are at a bank discussing with the teller about their account, Peter actually mentions May's piano lessons. May tries to shut him up by kicking him under the table, but misses and kicks the bank teller instead.
  • Being Good Sucks: The film is basically a presentation of the burdens of being a superhero and the tolls it often takes on their personal lives.
  • Big Bad: Dr. Otto Octavius, who is driven to recreate the experiment that fused him to his robotic tentacles.
  • Big Bad Wannabe: Harry Osborn is Otto's boss and the main threat to Peter but is essentially a Harmless Villain until the next film.
  • The Big Damn Kiss: Mary Jane and Peter share one at the end after she abandons John Jameson at the altar and runs to Peter's apartment.
  • Big "NO!":
    • Octavius when he sees the murder and destruction his tentacles have wrought in the hospital while he was unconscious, 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 Heel–Face Turn and his last comment was a pledge not to die a monster, with his "NO!" reaffirming this as he sacrifices his life.
    • Peter gets his own one later on, when he sees MJ is about to be flattened.
    • Harry, too, when the hallucination of his father screams at him to avenge him.
  • Bilingual Bonus: Right after Peter successfully dodges Mr. Ditkovich while on his way to MJ's play, Mr. Ditkovich turns and says in Russian to Ursula, "Idiot! Why are guys like that even born?"
  • Birthday Episode: The first five or so minutes of the film is set on Peter's birthday.
  • A Birthday, Not a Break: Peter gets fired on what we later find out is his birthday.
  • Bittersweet Ending: Peter and Otto team up to stop Otto's inventions, which kills him. Peter has gotten his powers back and he finally gets together with the girl of his dreams. There's also the whole thing about his (former) best friend finding out Peter is Spider-Man (the man he blames for his father's death) and discovering his father's Green Goblin gear.
    • Also this for Mary Jane. She leaves John Jameson, a good and loving man, at the altar to be with Peter, finally resolving their feelings for each other. But the final minutes of the movie indicate she is not only well-aware of the risks she is taking by being close to him, but Peter being unable to give up his dual life will bring just as much danger and heartache to them as before, and foreshadows their relationship struggles in the sequel — the last shot is Mary Jane watching Peter as Spider-Man ecstatically swinging away across the city, only for her smile to fade to a look of concern.
  • Blade Below the Shoulder: 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.
  • Bloodless Carnage: Noticeable, and a part of making the movie Lighter and Softer, especially when Otto's octopus arms are rampaging.
  • Bookends: The film opens and closes with a shot of Mary Jane's face.
  • Breaking the Bonds: When Peter wakes up after being unmasked by Harry, he breaks the cords Doc Ock used without much effort.
  • Brilliant, but Lazy: Trope Namer, as used by Octavius when talking to Peter right before the fusion project. Of course, this is actually a Subversion; Peter isn't lazy, but his superhero work consumes his life and makes it difficult for him to fully apply himself in school (not that anyone else knows this, of course).
  • Broken Lever of Doom: During the train scene, Doc Ock hijacks the train, then pushes the gear lever up until it breaks, so that no one can easily stop it. Spider-Man has to resort to physically stopping the speeding train with his powers.
  • Call-Back: There are several scenes that act as callbacks to the first film, often altering the scene being referenced for Dramatic Irony, comedic subversion, etc.
    • Peter and Mary Jane once again have a conversation about their personal lives in their backyards over the fence after he takes out the trash. This time, MJ tries encouraging Peter to open up about his feelings, showing how much he's drifted away from her.
    • Peter loses his powers in the reverse order of which he discovered them: first, he falls down mid-jumping and webswinging, then can't stick to and climb walls anymore.
    • In the novelization, Peter throws away his Spider-Man suit in the same alley where he and Mary Jane had their upside-down kiss.
    • In the first film, the Green Goblin sets an apartment building on fire, and after Spider-Man rescues a baby, he is lured back in by the Green Goblin 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?
    • The black man with dreads that tells Peter that there's a kid still trapped inside the burning building had previously appeared in the first movie as one of the bystanders on the Queensboro Bridge who pelted the Green Goblin with trash.
    • When Peter decides to finally return as Spider-Man, he once again tries to solidify his decision atop a tall building, but realizes his overconfidence when it's too late and gets hurt badly. In the first movie, he tries swinging from one building to another but undershoots his web and ends up sliding across the roof to smack face-first into a billboard. In this one, he simply tries jumping between buildings but can't fully clear the distance, ending up swinging by a clothesline into a brick wall before crashing onto cars below.
    • Mary Jane invokes this through her upside-down Test Kiss with John.
    • An Osborn once again finds his internal conflict between good and evil played out in a conversation through the mirror. This time, it's Harry, with Norman in the mirror, as he is still alive in him.
  • The Cameo:
    • Stan Lee, as per usual, at the bank.
      • In the novelization, Stanley Lieber is one of the pedestrians saved from the falling police car with Spider-Man's web and says, “Now, there goes someone who enjoys his work.”
    • Bruce Campbell returns as the "Snooty Usher" (so named by the credits) that won't let Peter into MJ's play.
    • Joel McHale as the bank teller.
    • Thomas Jane in the background as MJ runs away from her wedding. See also Lawyer-Friendly Cameo below.
    • Phil LaMarr of all people is one of the extras on the train Spider-Man saves at the film's climax.
  • Casual Danger Dialog: In the climax, 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] This is really heavy.
  • Clothing Damage: Mary Jane's dress is torn up and soaked during the Final Battle, which ends up doubling as Fanservice.
  • Combat Tentacles: Doc Ock.
  • Conspicuous Trenchcoat: 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.
  • Continuity Cameo: Dr. Curt Connors appears as Peter's professor (the one who threatens to fail him for being Brilliant, but Lazy).
  • Corpsing: During the extended-cut scene in which Jameson tries on the Spider-suit, Betty is seen barely containing her laughter. Elizabeth Banks has later admitted she was only supposed to act bemused like Bill Nunn and Ted Raimi, but J. K. Simmons was just so hilarious during that scene.
  • Crucified Hero Shot: When Spider-Man is pulling back the train, and then after he falls unconscious.
  • Cut the Juice: Spider-Man does so in order to stop Dr. Octavius' disastrous first experiment.
  • Cybernetics Eat Your Soul: Octavius' tentacles take over his mind.
  • Darkest Hour: Peter lost his powers and gives up on being Spider-Man, Uncle Ben is disappointed in him, Harry agrees to work with Octavius, and JJJ thinks Spider-Man is gone.
  • Damsel out of Distress: Aunt May starts as a Damsel in Distress 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 her umbrella into his face, throwing off his aim enough to save Peter.
  • The Day the Music Lied: The (in)famous scene in which Peter thought his powers have returned. To confirm this, he jumps on top of a building accompanied by the trilogy's triumphant theme by Danny Elfman. He's ecstatic until he finds out the hard way that his powers have not yet returned.
  • Daylight Horror: Spidey and Doc Ock's first two battles happen in broad daylight.
  • Dead Person Conversation: Peter has one with Uncle Ben before his 10-Minute Retirement. Harry also hallucinates Norman asking him to avenge his death.
  • Defiant Captive: Mary Jane when she's held hostage by Doc Ock. Like May, she even tries to help Spider-Man by hitting Ock with a wooden plank, though he's able to sense and block the attack this time.
  • Diabolus ex Machina: The fusion reactor becomes even bigger and more powerful after Spider-Man attempts to destroy it the same way a second time.
  • Digital Destruction: The color grading on the film's Blu-Ray is drastically different from how it looked in its original theatrical release as well as on DVD, though this was later fixed in the 4K Ultra HD release.
  • Disposable Fiancé: John Jameson.
  • Disproportionate Retribution:
    • 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. Weird, given that Jonah scammed the goddamn suit off the guy who found it.
    • That may have also been a relief that their relationship could return to normal again.
  • Does This Remind You of Anything?:
    • Peter's emotional crisis causes him to lose his web-shooting ability. But don't worry. It happens to a lot of guys.
    • When MJ is telling Peter they can't just pick up where they left off, she ends up saying, "You can't get off if you don't get on."
  • Double Take: JJJ does one when he yells, "HOFFMAN!", only for Hoffman to appear out of thin air right next to him.
  • Downer Beginning: The film opens showing Peter struggling with balancing his normal and superhero lives and ultimately getting fired from work. Things go From Bad to Worse from there.
  • Dragon-in-Chief: Otto becomes Harry's right-hand man but is still the overall threat of the film.
  • Dramatic Drop: While Harry plans on offing Spider-Man with a knife, he drops it in horror upon unmasking him first and seeing Peter underneath.
  • Dramatic Unmask: Harry unmasks Spider-Man near the end of the film in a really tense scene.
  • Dramedy: The film is a very personal Coming-of-Age Story, but also has plenty of laugh-out-loud moments.
  • Drowning My Sorrows: Harry Osborn, after Octavius' fusion demonstration (financed by Oscorp) malfunctions.
  • Dying as Yourself: Octavius' final act is him taking his fate into his own hands to "not die a monster."
  • Early-Bird Cameo: Gwen Stacy is mentioned in the novelization as a classmate of Peter's. Three years later, she's on-screen as just that.
  • Enormous Engagement Ring: MJ wears a rather fancy diamond ring after accepting John's proposal. It's especially noticeable when she holds Peter's hand at the cafe and reunites with John in the climax while Spider-Man leaves.
  • Even Evil Has Standards:
    • Octavius manages to get Spider-Man weakened enough that the train passengers attempt to pull a Go Through Me 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.
    • Harry was okay with Ock killing Spider-Man but he asks him not to harm Peter and later betrays him to Peter to protect MJ.
  • Evil Brit: Averted. Alfred Molina is English but played Otto with an American accent so as not to make him too Obviously Evil. Even then, Molina's native accent does slip through at times.
  • Evil Hand: The tentacles have an advanced AI.
  • Eye Take: Harry has a memorable one upon unmasking Spider-Man and finding Peter's face underneath, his eyes practically bulging out of his skull as he stumbles back in shock.
  • Family-Unfriendly Death: Averted, with the death of Rosalie Octavius. Jagged glass flies 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.
  • Firing Day: Peter's superhero duties cause him to lose his job as a pizza deliveryman. He's then fired from the Bugle, until Jameson needs his services for the party.
  • Foreshadowing:
    • "My Rosie's dead... my dream is dead... and these monstrous things should be at the bottom of the river... along with me."
    • When a Daily Bugle newspaper flies at the screen after Peter steals his costume back from Jameson, one of the other news items in the top right corner reads, "MTA Insider concerned over aging El-Train Safety." This immediately leads to Spidey and Ock's train fight.
    • Harry discovers his father's secret room with his Green Goblin weapons and serum, and later in Mary Jane's cancelled wedding, he's seen wearing a green bowtie, hinting that he will also become the new Green Goblin.
  • Forgot About His Powers: 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.
  • Forgot Their Own Birthday: In an early scene, Aunt May, Mary Jane, and Harry throw a birthday party for Peter, who didn't even remember that it was his birthday.
  • Four Eyes, Zero Soul: Doc Ock during most of the film. Though arguably his four eyes are on the ends of his arms...
  • Free-Range Children: During the opening scene, Spidey has to save twin siblings from being run over by a truck as the siblings are playing on a patio with no adult guardian in sight.
  • Freud Was Right: It should come as no surprise that many viewers see Peter’s inability to produce his sticky, white webbing due to his stress and frustration as one big metaphor for impotence. Since the web-shooters are organic here rather than mechanical, it's definitely intentional on Raimi's part.
  • Glad I Thought of It: JJ "christening" Dr. Octopus.
  • Gory Discretion Shot: In keeping with a PG-13 rating, some of the grislier moments of the film (Otto's wife being mutilated by shards of glass, his tentacles slaughtering the doctors operating on him) are kept offscreen.
  • Go Through Me: The train passengers try to protect Peter from Octavius, started by one passenger quoting this trope to him verbatim. They fail.
  • Hates My Secret Identity: Since it's an inversion, Harry Osborn has a grudge against Spider-Man for causing his father Norman's death, but he's still a good friend for Peter Parker. Up until he gets to unmask Spider-Man...
  • Heel–Face Turn: After Dr. Octopus discovers Spider-Man is Peter Parker.
  • Held Gaze: Peter and Mary Jane continually throughout the movie. In one notable instance that Doc Ock destroys, their mutual Held Gaze presages an Almost Kiss.
  • He's Back!: Subverted once, although it was easy to see coming, and then played straight. And this Daily Bugle headline says it all.
  • Holding Out for a Hero: After Peter quits being Spider-Man, crime in New York City increases by 75%. Wow.
  • Horrible Housing: Peter Parker's apartment is one of these. It's small, it's ugly, and the door sticks. Presumably, this is because he went with the cheapest option, being stuck in Perpetual Poverty (not that it stops Mr. Ditkovich from taking most of the money Peter can get).
  • How Do I Shot Web?: Appropriately enough. In this case, it involves trying to scale an alleyway, but this ends with him spraining his back.

    I-Z 
  • I Call Her "Vera": Alfred Molina 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.
  • I Have This Friend: Peter recounting his loss of powers about his... sorry, his friend's dream of being Spider-Man and losing his powers to his doctor.
  • "I Know You're in There Somewhere" Fight: 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!".
  • I Should Have Been Better: Peter saves a child from a burning building while his powers aren't working... and then hears that someone else was trapped inside and didn't make it out. His reaction suggests that he's thinking "I could have saved both of them if I still had spider powers".
  • Ignored Epiphany: Jameson is about to admit that he was wrong about Spider-Man after the latter's absence. When Spider-Man gets his powers back, he changes his speech mid-sentence, going back to his usual demeanor.
    J. Jonah Jameson: Spider-Man...was a hero. I just couldn't see it. He was a...[looks to see that Spider-Man has stolen back the suit]...A THIEF! A CRIMINAL! He stole my suit! He's a menace to the entire city! I want the wall-crawling arachnid PROSECUTED! I want him strung up by his web! I WANT SPIDER-MAN!
  • Improbable Infant Survival: Played straight. Upon hearing a child is trapped on the second floor of a burning building, Peter immediately rushes in and gets her out. After the fire is put out, one of the firefighters commends Peter for his courage.
  • Insignia Rip-Off Ritual: After Peter fails to deliver the pizzas on time, he begs his boss for one more chance. In response, his boss rips the pizzeria sticker off of Peter's helmet.
  • Internal Reveal:
    • Peter comes clean to Aunt May about his indirect role in Uncle Ben's death.
    • Both Harry and MJ finally discover that Peter is Spider-Man.
    • Harry discovers his father's Green Goblin gear in the penultimate scene.
  • Ironic Birthday: Peter's birthday party counts, as it comes the same day he gets fired from his pizza delivery job.
  • Ironic Echo:
    • 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.
    • Octavius' assessment of Peter as "Brilliant, but Lazy".
  • Jump Scare: Octavius suddenly appearing on Harry's balcony; and Harry backing into his father's Green Goblin mask.
  • Just Train Wrong: How do we describe the train fight?
    • Aside from parts of the 1 train north of 116th street, all subway lines in Manhattan are buried undergroundnote . There are miles of elevated tracks in the Bronx, Brooklyn, and Queens, but those tend to be way less scenic.
    • The train is signed as an R train. The tracks are shown in the movie dead-end in Lower Manhattan. The real R train never goes above ground, unless service disruptions reroute it over the Manhattan Bridge, and its termini are in Queens and Brooklyn.
    • There are no New York City Subway cars in active service that have fold-in doors, when New York City Subway cars that are currently used in revenue service have sliding doors. Even if there were blinker door cars, they'd have to be paired with a set of cars that have sliding doors to maintain ADA compliance.
    • This whole scene was filmed on the Chicago L, and at one point, station signs for one of the Loop 'L' stations can be seen that weren't covered up for filming.
  • Lampshade Hanging: J. Jonah Jameson does one about Ock's Meaningful Name: "Guy named Otto Octavius winds up with eight limbs. What are the odds?"
  • Last-Second Chance: Dr. Octopus at the end.
  • Laugh of Love: Mary Jane is laughing happily as she runs to Peter's place in her wedding dress, as she's realized that he's the one she truly loves.
  • Lawyer-Friendly Cameo: In the background of the scene where Mary Jane runs through the park in her wedding dress, you can see a man who looks like Thomas Jane wearing a black trench coat.note  According to the DVD Commentary, the intention is that this is indeed supposed to be Frank Castle.
  • Lighter and Softer: The movie has a lot less blood than the previous film, though more emotional and psychological conflict.
  • Made of Iron: Considering his lack of super-strength, Dr. Octavius survives quite a pummeling in all of his fight scenes with Spider-Man. This is a perfectly normal human being outside the metal arms! 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.
    • In the comics, they were first made out of adamantium, which is noted to be monstrously strong but also very lightweight. His next set was made of a titanium-steel-niobium, which is a superalloy. At least the titanium-niobium parts are used in MRI machines.
    • Similarly, whenever Peter's powers give out, it usually means he's unable to shot web, leaving him to plummet from downtown building rooftop heights and smash face-first into cars and pavement over and over and over. You'd think if the webs aren't working, neither would the Super Strength and Super Toughness. He should be ultra-dead.
  • Meaningful Echo:
    • "Well, say something..." is first said by Aunt May to Peter when he walks in on his surprise birthday party, and Mary Jane asks it afterwards, trying to get Peter to be honest with her. The line is repeated again to Peter at the end of the film, this time with much more emotional significance, after Mary Jane declares that she wants be with him regardless of the potential risks.
    • Peter uses Aunt May's words of encouragement to himself in an attempt to make Doc Ock snap out of it and help him stop the fusion reactor. It works.
      Peter: Sometimes... to do what's right... we have to be steady... and give up the things we want the most... Even our dreams.
  • Meaningful Name: "A guy named Otto Octavius winds up with eight limbs. What are the odds?"
  • Money Mauling: When Spider-Man confronts Doctor Octopus while he's robbing a bank, the two of them attack each other by throwing bags of cash at each other, with Spidey webbing one of the bags back at Doc Ock with the wisecrack "Here's your change!"
  • Mood Whiplash:
    • Peter manages to save a little girl from inside a burning building, much to the relief of the girl's parents. After the fire is extinguished in the next scene, Peter hears from one of the firemen that someone else was trapped on the building's fourth floor and wasn't as lucky.
    • The 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 yelling, "HE'S MINE!"
  • Morality Chip: On the robotic arms. Predictably, it gets destroyed.
  • Morally Ambiguous Doctorate: Dr. Octopus.
  • Morally Bankrupt Banker: On top of denying Aunt May and Peter Parker a loan, the loan officer denies them a coupon for a free toaster. Later on, during the battle in the bank, he tries to swipe one of the gold coins flying around until Aunt May, who could really use it, slaps it out of his hand with a "shame-on-you" look.
  • Multi-Armed Multitasking: Dr. Octopus does this when he builds the new sun-generator machine, with his long metallic tentacles.
  • Mythology Gag:
    • Peter sees a street musician singing the Spider-Man (1967) theme while waiting for Mary Jane, and then again after Spider-Man retires, with new lyrics asking where the hero has gone.
    • The detail that Otto Octavius/Doc Ock was someone Peter personally knew is from Spider-Man: The Animated Series.
    • In the novelization:
      • Hank Pym mentions a cybernetic helmet he designed as an alternative to Octavius’ arms, alluding to his classic suit in the comics. In the chaos of the fusion reactor going critical, he seems to disappear and reappear with no explanation, hinting at his use of Pym particles to shrink and grow. Octavius even notes that Hank is "a giant" in his field while "everyone else was an ant”, referring to two of his comic alter-egos.
      • Out of jealousy, Peter hopes John is secretly a villain "who turns into a wolf at moonrise", referencing Man-Wolf, John's most known comic alter-ego.
      • The homeless man who brings Spider-Man's suit to the Bugle is hinted to be Namor.
      • Peter briefly wonders if the thumping vibrations preceding Dock Ock's arrival are a sign of The Hulk paying a visit.
      • The train engineer calls Spidey "the Amazing Spider-Man", one of his many titles from the comics.
      • MJ's Aunt Anna is among the guests at her wedding.
    • 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.
    • Hoffman mentions "Doctor Strange" 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 movie (with its sequel directed by Sam Raimi to boot!) to finally back Jameson up.
    • The famous "Spider-Man No More" panel is paid homage to when Peter ditches his Spider-Man costume. The story's title also appears in dialog and as the subsequent Bugle headline.
    • Likewise, Peter holding up a wall from Octavius' collapsing lair is reminiscent of Spidey lifting up rubble from Octavius' collapsing lair in issue #33 of ''The Amazing Spider-Man''.
    • The final scene has MJ finally utter her iconic Catchphrase: "Go get 'em, Tiger."
  • Never Mess with Granny: Aunt May uses her umbrella to break Octavius's glasses and get him to drop her.
  • Never My Fault: Doctor Octavius is convinced that Spider-Man is responsible for his wife's death when it was really his own experiment that got her killed.
  • Nice Job Breaking It, Hero: Spider-Man tries to destroy Doc Ock’s reactor the second time by pulling out the plugs...only making it even bigger and more dangerous.
  • Noodle Incident: When the garbageman brings in the Spidey suit, J. Jonah Jameson's reaction is "Don't tell me you have the head of an extraterrestrial, 'cause if you do, you're the third guy this week."
  • No OSHA Compliance: Doctor Octavius is conducting his revolutionary fusion energy experiments in a New York penthouse and there is no shielding of any kind between it and the audience.
  • "Not So Different" Remark: The butler compares Harry to his dad.
    Harry: Good night, Bernard.
    Bernard: Your father only obsessed over his work.
    Harry: Good night, Bernard.
  • The Obstructive Love Interest: Mary Jane, especially since a lot of material for her was cut in order to streamline the story to focus exclusively on Peter.
  • Offhand Backhand: 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.
  • Oh, Crap!:
    • A nice group example when a police car goes airborne, flying at a crowd of defenseless pedestrians, and then...it stops mid-flight. It takes a few seconds for the group to realize "...it's a web!"
    • After the planetarium party, Spider-Man has one when his web fails mid-swing. He ends up crash-landing in an alleyway.
    • Peter has a wide-eyed one midway through his "I'm back" jump, right before he plummets several stories into an alleyway and lands hard on a car, injuring his back. OUCH.
  • Omnidisciplinary Scientist: 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.
  • The Paragon: 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 realizing that the hero putting himself in harm's way to save them is "just a kid, no older than my son".
  • Parasol of Pain: Aunt May uses her umbrella to whack Doc Ock in the face.
  • Plot Hole:
    • Harry tells Doc Ock that in order to find Spider-Man, he must find Peter first. Doc Ock somehow finds Peter with Mary Jane in a random cafenote  and throws a car through the window straight at them. Any normal man would've been killed instantly, and Doc Ock doesn't know that Peter is Spider-Man. Given that Peter is his only lead on Spider-Man, it makes no sense that Doc Ock would effectively try to kill him.
    • Near the film's climax, Spider-Man asks Harry to tell him the location of Doc Ock's hideout so he can save MJ and the city. Which Harry does. But how did Harry know where Doc Ock's hideout was in the first place? Doc Ock never tells him and there's no evidence he's been keeping tabs on Ock.
  • Post-Victory Collapse: A very moving one after Spider-Man stops the runaway train and is kept from falling by the very people he just rescued. Unfortunately, he's in no condition to fight off Doc Ock again when he arrives to kidnap him afterward.
  • Pre-Asskicking One-Liner: 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.
    "Shame on you."
  • Pre-Mortem One-Liner: 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.
    Otto Octavius: You have a train to catch! [jumps off the train onto the side of a nearby building]
  • Previously on…: The opening credits feature an illustrated prologue that recaps the previous film, with art by Alex Ross.
  • Psychosomatic Superpower Outage: Peter loses his powers due to being subconsciously conflicted about whether or not to keep being Spider-Man.
  • Psychotic Smirk: Harry has a bit of one when he's briefly shown at the ceremony of Mary Jane and John's would-be wedding.
  • Rage Against the Reflection: A variant, as it's not Harry's reflection (to us, at least) that he rages against, but Norman's, as he tries convincing him to go after Spider-Man and avenge his death. Either way, Harry throws his knife at the mirror in anguish, unintentionally revealing a secret room, which is how he finds Norman's Green Goblin gear.
  • Reality Is Unrealistic: The reason the scene in which Jameson parades around in the Spider-Suit was initially taken out. It turns out that J.K. Simmons actually was athletic enough to fit the suit without it looking silly, which is why it was restored in the extended cut.
  • Re-Cut: An extended cut of the film, titled Spider-Man 2.1, was released in 2007. The cut contains 8 minutes of extra scenes, as well as some alternate takes of scenes that were in the theatrical cut (such as the elevator scene, the scene of J. Jonah Jameson romping around on his desk in the Spider-Man suit, an additional scene of Mary Jane that explains why she's marrying John, and some extra footage added to the bank and train fights).
  • Recycled Soundtrack: Some of the music was reused from the first film. In tandem with some of Danny Elfman's score being reworked or replaced by cues written by John Debney (who later did his own Marvel movie), Deborah Lurie, Christopher Young, and others (Elfman's original music for the runaway train scene is on the score album, the version in the film is redone by Young), Elfman was so pissed off that he refused to come back for the third movie and didn't work with Sam Raimi again for several years.
  • Redemption Equals Death: Inspired by his Heel–Face Turn and some last-minute encouragement from Peter, Dr. Octavius decides to drag the reactor with him into the river to stop it from destroying New York.
    Doc Ock: I will not die a monster!
  • Red Sock Ruins the Laundry: In a quick scene, Peter ruins his whites by washing them in the same load as his Spider-Man costume.
  • Repeated Cue, Tardy Response: Mary Jane is distracted by Peter sitting in the crowd at her play, causing her to miss her cue. The stage manager is just off-stage repeatedly whispering, "I am glad" to try and cue her line.
  • Rooftop Confrontation: Subverted. A fight between Spider-Man and Octavius begins on the roof of a building but then turns into a battle atop a train.
  • Runaway Bride: MJ leaves a note to let John know he's been abandoned at the altar.
  • Second Episode Introduction: Dr. Curt Connors as well as Mr. Ditkovich and his daughter Ursula make their debut in the trilogy.
  • Self-Plagiarism:
    • The hospital scene in which Doc Ock's tentacles slaughter the doctors operating on him feels ripped out of a horror movie — an Evil Dead movie, to be exact.
      • The lunging POV shot from the sensors on the tentacles is reminiscent of the POV of the "Evil".
      • A side view of one of the tentacles zooming toward a screaming woman also mimics the "flying eye" gag in Evil Dead 2.
      • The doctor grabbing a chainsaw-esque surgical tool in particular feels like a nod to the chainsaw-handed Ash Williams.
    • Dr. Octopus setting up shop in an abandoned warehouse and talking to himself is straight out of Darkman.
  • Sequel Hook: Now aware that Peter is Spider-Man, Harry discovers the Green Goblin's lair and his father's remaining equipment...
  • Shaky P.O.V. Cam: It's a Sam Raimi movie, what did you expect?!
  • Shout-Out:
  • Sinister Shades: Octavius (as a villain) generally wears a pair of them in one form or another due to his eyes being damaged in the accident.
  • Skyward Scream: Jonah bellows, "I WANT SPIDER-MAN!" when Spidey steals back his suit.
  • Surprisingly Realistic Outcome:
    • Peter gets dismissed from his pizza delivery job due to recurring tardiness being a ground for workplace termination, plus his failure to make deliveries within the promised timeframe, which releases customers of their obligation to pay, which, in turn, costs his employer both money and further business. As far as his employer was aware, Peter was just a slacker, which made his termination completely justified.
    • The reasons why Peter had to retire from the life of a superhero. Due to his secret life, he had skipped classes and stopped finishing schoolwork, and was nearly expelled because of it. Being a hero is all well and good, but you still need to think about supporting yourself in the future or actually getting a job.
    • Peter after losing his powers runs into a burning building to save a child. However, without his powers, he is nowhere as heroic as he would've been. He is a lot weaker, needs more than one push to break down a door, and nearly dies due to suffocation and breathing in soot (the trope gets slightly zigzagged as the kid helps him get back up when he nearly falls to his death at one point). Once he is out, he is in very bad shape and hooked to an oxygen mask and coughing. One of the firefighters congratulates him for his bravery, only to be then told by another colleague that at least one more person was still trapped in one of the higher floors, who couldn't make it out. Despite Peter's Heroic Willpower, without his actual superpowers, he couldn't save everyone.
    • Spider-Man's first two attempts to stop the train. Trying to simply use his legs as brakes accomplishes nothing besides hurting them and breaking some boards, and using a single web line to buildings on either side of the train is just too much force for the anchor points to take, ripping the bricks from the walls. It isn't until he repeats the second strategy, this time using many web lines on either side, that he manages to stop the train, and even then only barely.
    • When Doc Ock shows up to take Spider-Man after he stops the train, the passengers tell him he'll have to go through them. He agrees and immediately shoves them all aside with his super-strong robotic arms. As this happens, Spidey appears to have gotten a Heroic Second Wind; however, he's far too exhausted and is knocked out by a single hit to the head.
  • Teetering on the Edge: At the end of the iconic subway fight scene, Peter places himself at the front of the train and uses his webbing in order to slow the train down. He just barely manages it, with the front of the train crashing through the bumper block and left hanging precariously over the edge.
  • Test Kiss:
    • 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.
    • The trope is invoked again a little later, when Mary Jane asks Peter to kiss her, knowing that it would prove he does, in fact, love her, though he just denied it. This is a special case, because she is testing his identity as well as his love for her. They're interrupted by Ock throwing a car through the window of the coffee shop they're meeting in, then swooping in and taking Mary Jane hostage.
  • Theme Music Power-Up: Variation- a triumphant reprise of the movie theme plays as soon as Peter's glasses hit the floor after Peter gets his powers back, signifying that at last, He's Back!.
  • They Do: Peter and MJ finally become an Official Couple at the film's end.
  • This Cannot Be!:
    • Otto's reaction once his experiment goes south.
    • Harry upon unmasking Spider-Man.
  • This Is Your Brain on Evil: Dr. Octopus suffers this as he slides further and further into villainy.
  • Throw the Dog a Bone: After experiencing that Being Good Sucks for much of the movie, Peter is finally rewarded towards the end of the film. The passengers he saved from his iconic Trainstopping show him their heartfelt gratitude, he is able to help redeem his fellow scientist and mentor, and he finally gets together with the love of his life.
  • Too Dumb to Live: 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 not an incredibly wise decision? And this was before you went crazy?
  • Tragic Villain: Dr. Octopus.
  • Trainstopping: One of, if not the most famous example in cinematic history. During their Traintop Battle, Doc Ock puts the train at full speed and immediately tears out its brake controls. To stop the train, Peter initially tries jumping onto the tracks and using his feet, which does nothing more than tear up several hundred feet of ties. Then he resorts to creating webs as a stretch net to absorb the force of the train until it stops. Funny enough, it actually becomes Truth in Television about 10 years later from a research conducted. Apparently, using the webs to stop the train can actually work.
  • Traintop Battle: Including a runaway train.
  • Uncomfortable Elevator Moment: Provides the page image; occurs when Peter suddenly loses his powers at the top of a building. The small talk the man next to him (Hal Sparks) makes differs depending on whether you're watching the theatrical or extended cut.
  • Under the Truck: 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.
  • Unobtainium: Oscorp's tritium, albeit an unusual example. Tritium is a real substance that is used in fusion experiments, but real tritium is nothing like the movie portrayal. Thus, the tritium effectively functions as Unobtainium that just happens to have a semi-accurate name.
  • Villainous Breakdown: 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, “I’M IN CHARGE HERE! IT’S MY MONEY! I'M IN CONTROL!” and even stomps his foot when demanding Otto turn off the machine. He grows increasingly antagonistic after this disaster.
  • Villain Team-Up: Played with. For different reasons, Doctor Octopus (consistent thwarting) and Harry Osborn (misguided vengeance) have a common enemy in Spider-Man, so they form a loose alliance. Harry may only commit villainous acts toward Spidey, but his deal with Otto knowingly puts the entire city in mortal danger.
  • Visual Gag: A subtle one. In the scene where Peter is trying to get his powers back, he tells himself, "focus on what you want." After jumping off a building, but then failing and falling to the ground, landing on a car, as he gets up, he is standing next to a parked Ford Focus, with the word Focus clearly in the shot.
  • Walking Shirtless Scene: Doctor Octopus, thanks to the way those arms are stuck on him.
  • Wham Shot: Quite a few.
    • Peter losing his powers.
    • Peter has one when his senses automatically kick in right before Ock throws the car through the coffee shop window. Moments later, after Ock has absconded with a captive Mary Jane, Peter notices that he can't see with his eyeglasses on anymore, signaling his powers have returned.
    • Harry unmasking Spider-Man.
    • Peter seeing Mary Jane finally knows about him being Spider-Man.
    • Harry hallucinating Norman and then seeing his father's secret Supervillain Lair.
  • What Could Possibly Go Wrong? with that nuclear experiment?
  • "What Now?" Ending: The film's final shot is of MJ — a Runaway Bride who has just had The Big Damn Kiss with Peter — realizing exactly what she's just signed up for.
  • When Things Spin, Science Happens: The reactor.
  • You Killed My Father: The reason Harry wants revenge on Spider-Man. He even says it, word-for-word, towards the end of the film.
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Peter in New York City

Peter explores New York City upon losing his powers and giving up on his job being Spider-Man.

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