- 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.
- Rosie Octavius's gruesome and tragic death.
- Plus 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 the 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 gently 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 passengers sticking up for him when Doc Ock comes back. "You wanna get to him, you gotta go through me."
- 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.
Ock: My Rosie's dead. My dream is dead. And these monstrous things should be at the bottom of the river. Along with me.
- 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