- After his birthday party, Peter wakes Aunt May up from a nap, and before she raises her head and realizes what's going on, she asks Ben what he wants.
- Right after that, Peter notices some bills spread around the table, but May tells him it's nothing to be concerned about, then gives Peter some money as a birthday gift. Peter is about to politely decline when May suddenly raises her voice, telling her nephew to just take it even though it's all she can offer him. Then she breaks down, apologizing for yelling at Peter, and says it's been really hard since she lost her husband. Peter could only comfort May with a hug, as he still blames himself for Ben's death.
- Soon after she mistook Peter for Ben, she asks, "Everybody's gone, aren't they? Did they have a good time?" While she's referring to the party, it could also be that she's asking about how everyone in her life is gone.
- Rosie Octavius's gruesome and tragic death.
- Pay close attention to her husband's reaction when he finds out he caused her death: he was heartbroken. Rosie was the only thing Otto had left after the experiment went awry and tarnished his image, and then she was gone, too. Just try not to feel bad for Mr. Octavius.
- When Peter's glasses start to blur his vision again, considering what was motivating his powers to come back.
- Peter daydreaming that he's talking to Uncle Ben, trapped in a white-void memory of their conversation just before they go their separate ways prior to the wrestling match in the first film. When Peter tells Ben that he's retiring as Spider-Man, Ben looks so defeated and heartbroken. Imagine being able to talk one last time to a loved one who died, and having to tell them their death was for nothing.
- The music cue for this scene makes it all the more potent. It's like the very concept of responsibility is lamenting Peter's decision.
- Robbie Robertson's reaction upon realizing that Spider-Man has quit. While Jameson laughs triumphantly over Spider-Man's retirement, Robbie silently stands there with a look of pure heartbreak on his face as he holds Spider-Man's discarded mask in his hands.
- It's even sadder when you consider the dialogue earlier that might hint that he knows Peter is Spider-Man.
- May and Peter visiting Ben's grave on the second anniversary of his death, with May saying, "It wasn't fair for him to go like that. And it was all my doing."
- When Peter returns home with May after visiting Ben's grave, he finally decides to confess to May his involvement in Ben's death, and how he was with Ben in his final moments.Peter: Uncle Ben was killed that night... for being the only one who did the right thing. I... I held his hand when he died. I've tried to tell you so many times...
- Right after his confession, May pulls her hand away from Peter and looks at him with a mixture of shock, anger, and heartbreak. She then silently gets up and walks upstairs to her room, leaving Peter to wonder if she'll ever be able to forgive him.
- Peter David's novelization makes it worse. Peter tries to follow May, but May yells at him to "GO!"
- Peter with no powers has a bit of a triumphant moment when he saves a child from a burning building. But then he hears from one of the firefighters that one person was trapped on the fourth floor and never made it out. This causes him to once again go through a big case of Heroic BSoD and wonder if he really had made the wrong choice in quitting.Peter: Am I not supposed to have what I want? What I need? What am I supposed to do?
- Jameson's Heel Realization just before Spider-Man returns, taking his costume back.Jameson: It's All My Fault. I drove Spider-Man away. [...] Spider-Man was a hero. I just couldn't see it...
- The bit where Peter collapses after stopping the train."He's just a...kid. No older than my son."
- The planetarium scene. Peter is forced to watch the girl he loves become engaged to another man, facing the fact that he keeps disappointing her. Then his best friend lays into him and slaps him in public in a drunk depression. While his accusations against Peter are false, Harry is visibly teary-eyed and its obvious hes unraveling. Peter looks heartbroken that his relationship with his best friend is falling apart and he can't be honest with him.
- After he captures Spider-Man, Doc Ock delivers him to Harry. Harry prepares to slay his helpless victim with pure hatred and bloodlust in his eyes, but when he removes the mask and sees who's underneath, he drops the dagger in shock and horror and stumbles back, unable to process that Peter is who he believes to be the killer of his father. It shows that, while Harry may not be the greatest friend (he did angrily berate and hit Peter for sticking up for Spider-Man, after all), he does care for Peter.
- The scene in the denouement where Harrys hallucination of Norman berates him for being weak and not killing Peter. Since this is in his own head, it suggests Harry struggles with self-esteem issues.
- The climax, where Doctor Octopus takes apart the reactor, stares up at it, and says "I will not die a monster." Doesn't help that one of the next shots is the reactor floating to the bottom of the sea, Doc Ock drifting slowly with it.
- As a matter of fact, Doc Ock goes through hell for most of the movie.Ock: My Rosie's dead. My dream is dead. And these monstrous things should be at the bottom of the river. Along with me.
- The broken, almost childlike, way he says "It was my dream" when Peter tells him to destroy the reactor, to which Peter responds, "Sometimes, to do what's right, we have to be steady, and give up the thing we want the most. Even our dreams."
- Watching the almost superhuman level of effort he exerts to force back control from the tentacles is sad enough, but then the last look he shares with Peter as they both realize Otto won't survive his sacrifice...
- As a matter of fact, Doc Ock goes through hell for most of the movie.
- Following the climax, Peter, with his identity now having been exposed to Mary Jane, sits up with her in a huge spider web and tells her the true reason why they can't be together, while expressing a sense of both melancholy and relief now that he doesn't have to hide anything from her. Mary Jane, while understanding, is visibly conflicted and heartbroken as Peter lowers her back down to the ground.
- John Jameson, in contrast to his father, is a pretty sweet, down-to-Earth Nice Guy who seems genuinely supportive of MJ throughout their engagement. Though he's technically Peter's romantic rival, and thus we're rooting against him, it's still a bummer that this perfectly innocent person got dumped, and with a note at the altar, no less.
Tear Jerker / Spider-Man 2