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The movie:

  • Accidental Innuendo: This exchange between Peter and Mary Jane:
    Peter: Picking up where we left off.
    Mary Jane: Where was that? We never got on. You can't get off if you don't get on, Peter.
  • Alternative Character Interpretation: Did Aunt May figure out on her own that Peter is Spider-Man and just keeping it to herself? Her motivational speech to Peter about the nature of heroism and sacrifice seems a bit preachy and random if it's directed at Peter, but is very specific and relevant if she knows she's talking to Spider-Man. Some believe that her encounter with Spider-Man earlier in the film, where Peter runs away and then a minute later Spider-Man is here, and she talks to Spidey and hears his voice, were intended to set this up — after all, how could May hear Spider-Man's voice, when Peter isn't even trying to disguise it, and not recognize it as the voice of the nephew she raised? The film and the sequel never confirm if she knows, but some fans consider it as good as canon.
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  • Awesome Music: Michael Bublé's version of the classic Spider-Man theme that plays during the closing credits.
  • Better on DVD: The film was improved for Spider-Man 2.1 with extended battles, improved acting, and more longer emotional moments, which makes this an Even Better Expansion of an Even Better Sequel.
  • Can't Un-Hear It: Many people like thinking of Alfred Molina's voice while reading Doctor Octopus' lines.
  • Ensemble Dark Horse:
    • Ursula, the shy daughter of Peter's landlord, who a substantial amount of fans would have preferred to see Peter get together with rather than MJ. It helps that at the time the actress was also playing a minor but highly endearing character on Joan of Arcadia.
    • Mr. Aziz is well-remembered by being a meme dispensing machine.
  • Even Better Sequel: While the first movie is considered very good, this is widely thought of as the better film, and is held up as among the best films in the superhero genre.
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  • Evil Is Cool: Alfred Molina's Dr. Octopus is considered a highlight of the film and one of the best portrayals of the character. Much as with J.K. Simmons and J. Jonah Jameson, Molina has expressed interest in returning to the role if future Spider-Man films ever want to feature Doc Ock again, and the announcement he would be doing exactly that got a warm reception from fans.
  • Fanfic Fuel: The fact that Doctor Strange apparently exists in this universe, as well as Frank Castle as detailed under Lawyer-Friendly Cameo on the main page, raises all sorts of possibilities relating to the rest of the Marvel Universe existing alongside Tobey's Spider-Man.
  • Genius Bonus: The play M.J. is in is The Importance of Being Earnest, a comedy about double identities. Sound familiar?
  • Growing the Beard: This film is considered the best of Sam Raimi's films for this reason, as there is more relatable storytelling, memorable and emotional scenes like Peter quitting his duties as Spider-Man, and phenomenal music by Danny Elfman that fit the scenes so well and are still remembered to this day.
  • Harsher in Hindsight:
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    • Doc Ock's "I will not die a monster" moment at the end of the film can be a bit painful to watch given that his plan in Ends of the Earth is to cause genocide on a planetary scale and be remembered as history's greatest monster.
    • The train incident in the Philippines in 2014 happens to be exactly the same as the movie when the front car derailed and overshot at the end of the track, at least no reports of casualties besides few passengers were injured from impact and some motorbikes were crushed. This can be quite Hilarious in Hindsight since they jokingly comment that Spider-Man actually came to stop the train from overshooting into crowded traffic and spawns photoshops of the incident with him.
  • He Really Can Act: Tobey Maguire does an amazing job performing the film's dramatic scenes, such as when Peter reveals to Aunt May the truth about Uncle Ben's death.
  • Hilarious in Hindsight:
    • Jameson briefly implies that Doctor Strange exists in the movie's 'verse. He would later join the Marvel Cinematic Universe just one film after Spider-Man did. Avengers: Infinity War takes it a step further, with Spider-Man getting caught in the same plot thread as Doctor Strange and effectively becoming his teammate for the film's course.
      • More so, J. K. Simmons as J. Jonah Jameson is also now part of the MCU, with his appearance in Spider-Man: Far From Home.
      • And then the hilarity reached an entirely new level when Sam Raimi, the film's director, was announced to be helming Doctor Strange in the Multiverse of Madness. This didn't go unnoticed by Raimi himself, who remarked in interviews soon afterward that he wished he could've known he'd be getting the Doctor Strange gig when making Spider-Man 2.
      • And furthermore, Doctor Strange and Doc Ock have now been added to the MCU's third Spider-Man film.
    • Mary Jane gets engaged to J.J. Jameson's son, only to go back to Peter in the end. A few years later, we got Superman Returns, in which Lois Lane gets engaged to Perry White's nephew, much to the consternation of many fans.
    • Roshan Fegan, one of the two boys Peter talked to early in the film, would later portray Ty Blue, the older brother of Zendaya's character Rocky Blue in the Disney Channel series Shake it Up. Zendaya's would star in Spider-Man: Homecoming.
    • J. Jonah Jameson's Skyward Scream of "I WANT SPIDER-MAN!!!!!!" quickly followed up by a newspaper headline saying "[Spider-Man]'s back!" is this in light of Sony and Marvel patching things up in 2019 and striking a new deal, effectively returning Tom Holland's Spider-Man to the Marvel Cinematic Universe.
  • Hype Backlash: Its status as the best sequel or best Spider-Man film leads to this, especially after the MCU Spider-Man films, and Spider-Man: Into the Spider-Verse. Many argue that the film is overpraised with its flaws being ignored, such as Mary Jane's unsympathetic behavior towards Peter and the film constantly making Peter's life a living hell that it makes the film feel too needlessly mean-spirited and cynical.
  • Iconic Sequel Outfit: While the suit that Spidey wears in this movie is nearly identical to the one in the first movie, the new suit has a darker shade of blue, a thicker, more prominent black spider on the chest, and a larger red spider on the back with more spindly legs compared to the suit in the first movie. This second red/blue suit was the version added to Spider-Man (PS4) after much fan demand.
  • Magnificent Bastard: Dr. Otto Octavius is a brilliant, charming scientist defined by tragedy and obsession. An inspiration to young scientists with his work on nuclear fusion, Octavius' life is turned upside down when one of his experiments fails, leading to the death of his beloved wife Rosie and the fusing of his robotic, AI-controlled arms to his spine. Tempted by his arms into embracing his ego and desire to see the fusion experiment replicated, Octavius becomes "Doctor Octopus," supervillain extraordinaire, and pulls off a successful bank heist by using hostages to throw the police and Spider-Man off his tail. Needing more tritium to complete his experiment, Octavius strikes a deal with Harry Osborn for tritium in exchange for Spider-Man, who Octavius captures by kidnapping Mary Jane Watson to lure him out, then sabotaging a train so as to force Spider-Man to weaken himself saving the passengers. Octavius ultimately succeeds in his new fusion experiment, however realizes it's not worth it for the human lives it will cost, and works with Spider-Man to destroy the machine forever, sacrificing himself in the process with his final words being a refusal to die as a monster.
  • Memetic Mutation:
  • Most Wonderful Sound: Jameson's laugh. The clicking and whirring metallic noises Octopus's arms make are also quite easy on the ears.
  • Narm: Here.
  • Narm Charm: The bank robbery. Seeing all the money in New York City kept as gold coins held in sacks is downright cartoonish, with the silliness amplified as Doc Ock starts throwing the money he was trying to steal at Spider-Man. Nevertheless, it's definitely more eye-catching than just watching the villain hack into the bank's data system.
  • Padding: The scene where Peter eats cake with Ursula. While it doesn't seem it was intended to fill out time and is a sweet moment, the scene doesn't contribute to main plot regarding Peter trying to be Spider-Man again and realizing the sacrifices he has to make to be Spider-Man, nor does it contribute to the subplots regarding Doc Ock and Harry Osborne.
  • Retroactive Recognition:
  • Romantic Plot Tumor: The trilogy is usually accused of this overall, but this is the one with greatest focus on the romance. Peter Parker spends the majority of film out-of-costume, and worried about his romance with MJ, most of the film's most serious drama is not really about Dr. Octopus and his Tritium experiment but whether the two love-birds can get together or not.
  • Sacred Cow: The film is frequently brought up in "best superhero movies of all time" discussions over a decade after its release, and you'd be likely to be run over with angry comments if you don't put this movie in your list of best superhero movies.
  • Signature Scene:
    • The train scene is the first thing that pops up when you remember about this movie. As an added bonus, scientists who have been working on replicating spider silks as a new clothing material like to refer to this particular scene as their source of inspiration.
    • The scene after. It gives a powerful message to the train passengers and resonates with the audience that The Hero who risks his life to save theirs is "just a kid no older than their son".
    • If one includes scenes that originated memes, then there's Peter delivering pizzas and Jameson laughing hysterically at Peter after the latter asked for his advanced salary.
  • Special Effect Failure:
    • Though the effects used to render Doc Ock's tentacles hold up very well in almost every shot in which they appear, the lone, brief shot of Octavius raising his arms to shield himself from the broken glass when Rosie is killed features some bizarrely unpolished CGI—there doesn't appear to be any light ray-tracing or even texture on the tentacles' claws.
    • A minor example. In the scene where Peter's boss rips the sticker with the pizza place's logo off Peter's helmet, you can see a couple of half-destroyed stickers underneath from previous takes.
    • After Peter managed to stop the train and loses consciousness, the man on his right is shown touching one of the bar handles with his arm. The bar handles are made of rubber and it shows.
  • Suspiciously Similar Song: The music used in Otto Octavius' ill-fated test run of the fusion reactor is virtually identical to the main theme from Hellbound: Hellraiser II. This was no coincidence — as the music was used as the scene's "temp music" during the film's production, and Sam Raimi ended up becoming so attached to the temp music that he ordered Danny Elfman to compose a track that sounded just like it. Elfman refused and bluntly told Raimi to just hire Christopher Young, the person that composed the Hellraiser II music in the first place, to score something identical for the scene. This incident, along with several others, is what caused Danny Elfman and Sam Raimi to have a falling out, and why Elfman did not return to compose the score for Spider-Man 3.
  • They Wasted a Perfectly Good Character: John Jameson is pretty much just a Satellite Love Interest for Mary Jane, only being there to create tension for Peter's relationship with her. The comic book version of him had way more of a personality and presence, being a superhero himself. Even ignoring that, he doesn't interact with JJJ, his father, once in the movie, and him rivaling Peter for MJ's affection could've turned him into a part of Spider-Man's Rogues Gallery, but nope, he's just there to be the popular rival to Peter.
  • Tough Act to Follow: No subsequently released live-action Spider-Man film managed to come close to the movie's critical acclaim until Spider-Man: Homecoming came out 13 years later; even so, Homecoming merely has a similar Rotten Tomatoes approval percentage (92% vs. 93%) but a markedly lower average review rating (7.7/10 vs. 8.3/10). Spider-Man: Into the Spider-Verse finally managed to decisively surpass it in 2018 (although it still remains unsurpassed by live action films).
  • True Art Is Angsty: This is the most angsty of the films, with focus more on Peter's struggle to maintain a working personal life with his superhero activities. For a long, long time it was also the most critically acclaimed of all the Spider-Man films, including the latter films, until it was surpassed by Spider-Man: Into the Spider-Verse in 2018. It's also the least successful, box office wise, of the original films. A common reason most cite for loving it is the angst, while a common reason most cite for disliking it is the same. Depending on your view, it's either well-written angst, or it's badly-handled angst. Either way, the angst is the topic that splits most on the film.
  • Unintentionally Unsympathetic: Mary Jane comes off as rather unlikable here due to giving No Sympathy to Peter just for missing her play repeatedly. Nevermind that, even aside from Peter's responsibilities as Spider-Man, Peter has his own life to worry about, which includes juggling college with two part-time jobs as he tries to live on his own for the first time with no one to support him (not to mention all the problems with Harry and Aunt May he's trying to deal with in this film), and Mary Jane never shows any sympathy or interest in how he's doing. Then there's the matter of leaving John Jameson at the altar in order to be with Peter, leaving him a note rather than telling him straight-up. It perhaps wouldn't be as bad if the film itself didn't gloss over her flawed behavior, all while taking dumps on Peter for his own as if he's solely to blame for his and MJ's crumbling relationship.
  • Visual Effects of Awesome: To the extent that it won an Academy Award for Best Visual Effects.note 
    • Doc Ock's tentacles, which were largely accomplished via practical effects, with each arm being controlled by a team of puppeteers.
    • The shot of Doc Ock's face as he falls into the water during his Heroic Sacrifice was completely CGI, yet looks completely real. It was hailed by the effects team as the most realistic CGI face in film at the time.
  • What an Idiot!: Peter jumping off a building to test his powers. Firstly, the fall could have been lethal, and secondly, what if somebody who knew May had seen it? Who knows what might have happened if somebody told May that Peter jumped from a roof in an apparent suicide attempt.
    • Earlier, Peter, who's already running late delivering pizzas and his job is on the line, wastes another two minutes trying to shove some brooms into a broom closet. He also tries to retrieve a pizza slice with his webbing.
  • Why Would Anyone Take Him Back?: People had this reaction to Mary Jane, wondering why Peter would show any sympathy to someone who hadn't been helpful to him.
  • The Woobie:
    • Otto Octavius, aka Doc Ock. The man tries to revolutionize recyclable energy for a better world, but his initial experiment ends in the tragic loss of both his wife and his credibility. Despite this, he tries his hardest to try to recreate and improve his device, but it's ultimately put into an uncontrollable situation where Failure Is the Only Option. And his criminal activites? The mechanical arms attached to his back gaining sentience thanks to their advanced AI and the initial accident destroying their inhibitor. Probably the best example of Octavius at his Woobie-est would be his soliloquy at the docks:
      Otto Octavius: My Rosie's dead. My dream is dead. And these [his arms]... monstrous things should be at the bottom of the river... along with me.
    • Peter himself easily counts, given how he struggling with his personal life while still attempting to retain his Spider-Man persona.

The Game:

  • Anticlimax Boss: After he pulls off a convincing alien invasion hoax and a trippy "funhouse of doom", you'd expect Mysterio to have an imaginative boss fight, especially when the cutscene prior gives him three health bars. Instead, he just stands and boasts while doing nothing to harm you, and one punch does him in.
  • Big-Lipped Alligator Moment: The entirety of the Mysterio plotline is this, but perhaps it's at its biggest at the "Funhouse of Doom" section. Spider-Man goes through a bizarre funhouse with wobbly clowns, creepy holographic heads and a hall of mirrors where his reflections come to life and try and kill him... and it's all seemingly within an ordinary apartment building. And all this is never brought up again.
  • Demonic Spiders: The mooks using Powered Armor. They're strong, durable, and have weapons that can knock Spidey down for a few seconds. Even worse is that after you first fight them in the plot, they can show up when taking a civilian mission. The best of way of fighting them is to take advantage of their slow turn rate and punch them from behind, but multiple Powered Armor Mooks can make this a tough endeavour.
  • Ending Fatigue: The final encounter with Doctor Octopus makes up the third-to-last chapter of the game. The penultimate chapter consists of getting 50,000 hero points (while every other chapter only required less than 10,000), and the final chapter is just buying the final web swing upgrade.
  • Memetic Mutation:
  • Narm: On one hand, the lizardmen that appear on the combat arena provide an interesting insight on what the mooks of the cut Lizard looked like. On the other hand, their grunts are reused from a street gang from the previous game, which is extremely jarring. Instead of a screech you'd expect from such a creature, these things react to damage with "ugh" and "Eaagh" and similar noises, which is even more awkward if you've played the 2000 gamenote  and the previous gamenote .
  • No Problem with Licensed Games: The video game adaption is also held in high regard as one of the best superhero games of all time, and alongside The Incredible Hulk: Ultimate Destruction and the X-Men Legends games, revived the "Superhero Sandbox" genre after Superman 64 destroyed its credibility.
  • Porting Disaster: A downplayed example. When played on an Xbox 360, the game is perfectly playable but suffers from texture issues. For example, some buildings have see-through areas and certain walls are invisible.
  • The Problem with Licensed Games: While the console versions are very well-regarded, the PC version is completely different, being much simpler and mediocre, having a totally different plot, and lacking the size and complexity that made the console versions so beloved.
  • The Scrappy: People hate the kids who lose their balloons. The Ultimate Spider-Man game took a jab at it by having the first person that the player-controlled Venom kills in the game be an obnoxious little kid with a balloon. In the same vein, the children's crying and whining over their lost balloons for almost every player became really annoying.
  • Scrappy Mechanic: The boat rescues to some. The idea isn't that bad, but they usually need extreme precision, which the controls don't always allow. There's obviously a time limit, and if you hit the water when holding a civilian, they instantly drown and you fail the mission. If you touch the water without a civilian, Spidey is sent back to the shore. What could possibly be more fun than having to jump back and forth between small buoys that constantly wiggle around with no room for error?
  • Song Association: Thanks to the wide number of memes revolving around it, the pizza delivery theme has become virtually synonymous with its source song, "Funiculi Funicula", to the point where most people (even on This Very Wiki) refer to the latter as "the Spider-Man 2 Pizza Theme".
  • That One Level: "When Aliens Attack" can be rather annoying; at one point, you must web swing to the Statue of Liberty on UFOs, which can be rather finnicky due to their small size, and then you have to destroy eight orbs on the sides of a larger UFO. It's very easy to fall down, and maintaining the right altitude to reach the orbs is difficult. Mysterio's "Funhouse of Doom" in the same chapter is also difficult, and is a borderline Marathon Level thanks to the final area requiring you to break several mirrors and defeat durable clones that spawn from each one.
  • They Wasted a Perfectly Good Character: There is a stage in the game where some criminals are escaping from a bank they robbed and they drive a truck with a gunman sitting on the back of the truck who aims at Spider-man with a sniper rifle. The concept is rather fun and could have happened alot more times thoughot the game, perhaps even with different types of guns (like automatics)... but it only happens that one time in the entire game.
  • Uncanny Valley: While Mysterio's helmet is usually obscuring, you can see what's underneath via two holograms in the Funhouse of Doom. It's... not exactly a pleasant sight.

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