• Director: Sam Raimi
• Writer: Stan Lee, Steve Ditko, Alfred Gough, Miles Millar, Michael Chabon
• Release Date: 30 June 2004 (USA)
• MPAA Rating: Rated PG-13 for stylized action violence.
• Parents Guide: View content advisory for parents
• Genre: Action | Crime | Fantasy
• Runtime: 127 min.
• Box Office #s: Here

Cast Highlights
• Tobey Maguire
• Willem Dafoe
• James Franco
• Alfred Molina
• Rosemary Harris

Peter Parker is an unhappy man: after two years of fighting crime as Spider-Man, his life has begun to fall apart. The girl he loves is engaged to someone else, his grades are slipping, he cannot keep any of his jobs, and on top of it, the newspaper Daily Bugle is attacking him viciously, claiming that Spider-Man is a criminal. He reaches the breaking point and gives up the crime fighter’s life, once and for all. But after a failed fusion experiment, eccentric and obsessive scientist Dr. Otto Octavius is transformed into super villain Doctor Octopus, Doc Ock for short, having four long tentacles as extra hands. Peter guesses it might just be time for Spider-Man to return, but would he act upon it?

From the Gallery



  • Sam Raimi officially signed on to direct on 1 April 2002, more than a month before Spider-Man (2002) opened.
  • Sam Raimi wanted the movie to be set in an “idealized” New York City, including elevated trains. The scenes featuring fighting on the exterior of a commuter train amidst a crowd of skyscrapers were filmed in Chicago, Illinois, on the famous elevated Loop standing in for what most likely is the IRT Ninth Avenue Line (torn down in 1940, with routes transferred to underground subway lines). Chicago ‘L’ trains, in particular, 2200 series cars (recognizable by their blinker type doors), were made up to appear as R-train cars, complete with MTA New York City Subway decals and “Bay Ridge” on their destination boards, even though the shots of the buildings are those of Lexington Avenue – including the balcony bridge that connects parts of Hunter College – which are on the Upper East Side, which is serviced by the IRT Lexington Avenue Line (4, 5, and 6 trains).
  • Filming began before an official script was completed.
  • Robert De Niro, Sam Neill, Ed Harris, and Chris Cooper were all considered for the role of Otto Octavius.
  • Tobey Maguire’s participation was in doubt at one point because he was suffering severe back pains. Jake Gyllenhaal, was lined up to play Spider-Man and had already begun preparation, but Maguire decided to take part after all. However, according to the DVD commentary, the “My back!” joke after Peter falls from the roof was purely coincidental, as it was written into the script before Maguire’s problem arose.
  • 35 Spider-Man costumes were used during the filming.
  • Sam Raimi originally intended the film to maintain an aspect ratio of 1.85:1 like Spider-Man (2002). However, when he realized that in order to have Dr. Octopus and Spider-Man in the same shot, the frame would need to be wider in order to accommodate Dr. Octopus’ metal tentacles. So Raimi upgraded the ratio to 2.35:1.
  • According to Michael Chabon, early drafts of the script prior to his involvement featured Doc Ock, Black Cat, The Lizard, and Harry as the new Green Goblin. It was his suggestion to cut down the number of “costumed characters” to just Doc Ock and Spider-man.
  • Took the record for biggest opening day ever with $40.4 million from its predecessor Spider-Man (2002).
  • By 2004, with $403.7 million box office earnings by the close of its domestic run, the movie was the fifth highest grossing picture of all time.
  • Took the record for highest one-day opening on a Wednesday from Ringenes herre: Kongen vender tilbage (2003).
  • When it was released in 2004, it was the second widest release of all time with 4,152 theaters right behind Shrek 2 (2004)
  • Danny Elfman, who did the film score (for this and several other films by Sam Raimi) had some sort of falling out with the director during the course of this film, and has been quoted saying “To see such a profound negative change in a human being was almost enough to make me feel like I didn’t want to make films anymore.” He has stated that they’ll never work together again.
  • The gear that Alfred Molina’s character had to wear weighed 75 pounds.
  • The noise we hear whenever the spider web touches something (walls, Doctor Octopus, etc.) was made by hitting tape from a cassette and leather strips on the floor.
  • EASTER EGG: On the second disc of the DVD, go to the Gallery section and press up. Spidey-Sense will appear around Spider-Man’s head. Click it to access a hidden movie of Doc Ock doing “Fiddler On The Roof”, which Alfred Molina was performing at the time.
  • In one scene, Peter asks Mary Jane (Kirsten Dunst) if she’s still in the village. Dunst dropped out of The Village (2004) to make this film and Elizabethtown (2005).
  • Cameo: [Weston Epp and Jopaul Epp] The two boys who hand Spider-Man his mask on the train are Tobey Maguire’s half-brothers.
  • Filming was originally scheduled in February 2003, but Tobey Maguire injured his arm, causing filming to be delayed two months.
  • Testing with focus groups was done to help determine the film’s title, at one point the titles under consideration were “Spider-Man: No More”, “Spider-Man 2 Lives” and “Spider-Man: Unmasked”.
  • Opening sequence features artwork by artist Alex Ross, which recaps the events in Spider-Man (2002).
  • One of the Daily Bugle newspapers features a headshot of Spider-Man that is actually from a promotional image for the comic book mini-series Marvels (1994), which was painted by Alex Ross (who painted the recap images in this film’s main title sequence).
  • According to an interview with Kirsten Dunst, early storyline included the Black Cat as a major character. This is confirmed on the 2-disc DVD commentaries.
  • Approximately $54 million was spent on digital effects alone.
  • At one point in the promotional marketing of the film, bases featuring the Spider-Man 2 (2004) logo were to be used during Major League Baseball games. However, this plan was scrapped after intense negative reaction from baseball fans.
  • The film features two other villains from the comics. John Jameson (son of J. Jonah Jameson) is the Man-Wolf and Dr. Curt Connors (presumably the same Dr. Connors mentioned in the first film who fired Peter for being late too often) is the Lizard. Coincidentally, both are Jekyll-and-Hyde-type villains in that they are good people who are transformed periodically against their will into their vicious, animal-like alter-egos.
  • Jerry O’Connell auditioned to play John Jameson.
  • Ivan Raimi did some uncredited script doctoring on this film.
  • The name of Peter’s landlord, Mr. Ditkovitch, is a reference to Steve Ditko, co-creator of Spider-man.
  • Although Spider-Man in the comics was supposed to fight the Chameleon first, Sam Raimi was attached to the idea of Spider-Man fighting the Green Goblin in Spider-Man (2002) and wanted to bring in Doc Ock in a sequel.
  • The train fight between Doc Ock and Spider-Man was the idea of director Sam Raimi and the first major sequence to be filmed.
  • This is the second consecutive film for which composer Christopher Young was called in at the very last minute to re-score. The previous film was Når du mindst venter det (2003), which was also for Columbia.
  • Stan Lee originally filmed the cameo of the man who shouts: “Hey, Spider-Man stole that guy’s pizza!” But because of problems with the shot it was re-filmed with another actor, and Lee was given a different (but heroic) cameo.
  • Michael Chabon worked on the screenplay at one point during pre-production.
  • Tobey Maguire’s agent asked for $25 million or 10% of the gross, whichever was better, from Columbia Pictures and was denied.
  • Alfred Molina who plays Dr. Octopus, actually gave names to his four mechanical tentacles (Larry, Harry, Flo, and Moe). Flo was the top right tentacle, because it was operated by a female grip and that particular tentacle was the most motherly, which removed his sunglasses and gave him sips of his drink.
  • When J. Jonah Jameson is needing a name for the newly villainous Doctor Octavius, one suggestion from Hoffman is the moniker Doctor Strange, about which Jameson is sarcastically excited, adding that the name has already been taken. This dialogue is referring to Spider-man’s comic book ally of the same name who is also the other major co-creation of Stan Lee and Steve Ditko.
  • The address of Joe’s Pizza is given in the comics as the address of Spider-Man’s ally Doctor Strange.
  • Director Trademark: [Sam Raimi] [car] Raimi’s 1973 Oldsmobile Delta 88 car, nicknamed The Classic, sits in Aunt May’s driveway.
  • Director Trademark: [Sam Raimi] [drink] the alcohol Maker’s Mark appears in most of Raimi’s movies
  • The phone number on Peter’s helmet for Joe’s Pizzeria is to a real NY Pizza place. 212-366-1182. Evidently they love the publicity.
  • On 30 June 2004, the film broke a record for highest one-day opening on a Wednesday: $40,442,604
  • One of the headstones in the background of the graveyard scene contains the name of Production Designer Neil Spisak.
  • The violinist Elyse Dinh begins playing the old theme song for “Spider-Man” (1967). When she sings it for the second time, new lyrics are added to the tune (“Where have you gone to now?”).
  • Tobey Maguire is a vegetarian, so for the scene in which he is supposedly eating a hot dog while police cars zoom by, he is in fact eating a Tofu Hot dog, which is a favorite among vegetarians.
  • The moped Peter Parker rides throughout the movie is a Puch Newport. During driving scenes it has an aftermarket exhaust; while parked its exhaust is stock.
  • One of the posters for Mary Jane’s production of “The Importance of Being Earnest” says, “J. Frazier is especially effective!” John Frazier is the special effects director on the film.
  • Careful inspection of the Daily Bugle front page that reads, “Spidey and Ock Rob Bank!” has a news blurb that says, “Can chronic back pain lead to brain shrinkage?” a possible prop master poke at Tobey Maguire’s real life back problems.
  • Alfred Molina was in the play “Fiddler on the Roof” as Tevye while shooting this movie. In one wall-climbing scene he is humming the song “If I Were a Rich Man” to himself and the puppeteers overheard him and moved his tentacles in time to the song.
  • The movie was sent to cinemas under the name “Spray Paint” to try and avoid the attention of pirates.
  • The artist’s rendition of Dr. Octopus when he appears on the front page of the Daily Bugle is how he first appeared in Amazing Spider-Man #3: wearing a white lab coat and dark sunglasses.
  • In a scene in which Peter Parker runs down an alley to become Spider-man, posters for punk band The Ataris’ album “So Long, Astoria” can be seen on the walls.
  • There are several visual references to Spider-Man (2002) in this film: – Peter running into a burning building to save a child. – Peter running across a rooftop before trying (and failing) to shoot his web. – Peter putting out the trash in aunt May’s back yard and speaking to Mary Jane. – Spider-Man lying incapacitated on the sofa of his enemy. – POV of Peter Parker looking through his glasses and seeing a blurred image.
  • Director Cameo: [Sam Raimi] near the beginning of the movie, when Peter is on campus, he drops his books. When he bends down to retrieve them, he is hit in the head by two backpacks. Raimi, whose face is not seen, is the second “student” to hit him.
  • Pre-production, scripting and casting were all finished within a year of the first film’s release.
  • The high-speed balls of webbing Spider-Man fires at his enemies in this movie are known to comic fans as Web Balls, first used in issue #53, October 1967 to set off a bomb set by Doc Ock.
  • Director Trademark: [Sam Raimi] [POV shot] The view from Dr. Octopus’ tentacles attacking the doctors operating on him, which Raimi called “Octovision”.
  • Sam Raimi chose Alfred Molina after Raimi’s wife watched Frida (2002).
  • The lines of poetry that Peter quotes to MJ (‘Day by day he gazed upon her / Day by day he sighed with passion’) are from Henry Wadsworth Longfellow’s poem “The Four Winds”.
  • Cameo: [Phil LaMarr] a passenger on the elevated subway train.
  • When Jonah Jameson offers the scruffy man $50 for the Spider-Man costume he found, he replies, “I could get more for it on eBay.” In 2001, four Spider-Man costumes were stolen from the set of the first movie. They were eventually recovered after an 18 month investigation and the arrest of a former movie studio security guard and an accomplice. While Columbia Pictures offered a $25,000 reward for information leading to their return, movie memorabilia experts estimated the value of the costumes as about $50,000 each.
  • EASTER EGG: On the second disc, go to “Making the Amazing”, arrow up and the upper right tentacle (Flo) will light up. This leads to a short bit where Director Sam Raimi finds someone to give Alfred Molina “tips” on how to act like Doc Ock. They go over to the tentacles and inside, “acting” how Doc Ock should be played, is Willem Dafoe. Alfred gets a good laugh at this.
  • When Peter runs down the stairs to avoid the Russian landlord, the landlord says, in Russian, “Idiot! Why are guys like that even born?”
  • According to DP Bill Pope, even though the film primarily uses Super 35, 16 large format cameras were brought in to shoot the exterior of the subway train scene. To cover every angle of the train, all six Panavision Super 65mm cameras were brought in and used for the first time since Far and Away (1992) together with an 8-perf Iwerks camera, four Arri 435 cameras and 8 VistaVision cameras, with an array of three joined up to create a large dimension view.
  • The character of Hoffman, played by Ted Raimi, is only ever seen in Jonah’s office, and he is never seen entering through a door, but always appears from off-screen.
  • In the scene before Doc Ock approaches Harry about the Tritium, Harry is looking at pictures of Spider-Man. The clipboard that Harry slams down has two pictures on it. The one on the left is Alex Ross’s recreation of the first appearance of Spider-Man as seen in “Amazing Fantasy.”
  • Shipped to theaters in the USA under the title “Choices”.
  • Toward the end of the movie, it was rumored that The Punisher (2004) was noticeable, as that movie was based on a spin-off character from Spider-Man’s comic book. This turned out to be false and is only someone who resembled Thomas Jane. This is purely coincidental. He was never intended by the makers to be the Punisher.
  • With a budget of $200,000,000, the movie shared the record for the most expensive US-movie ever made with Titanic (1997). The record was beaten by King Kong (2005).
  • Doc Ock’s lab where he has his initial accident is actually Anthology Film Archives, one of New York’s most famous venues for avant-garde cinema, founded by legendary filmmaker Jonas Mekas.
  • For the sequence where Aunt May is taken hostage and later aids Spider-Man, Rosemary Harris performed the action scenes herself.
  • According to Alfred Molina, the stunt team would often trick him into performing a stunt.
  • Costume designer James Acheson made subtle changes to Spider-Man’s costume from the previous film. The colours were made richer and bolder; the spider emblem was given more elegant lines; the muscle suit underneath was made into pieces, to give a better sense of movement; and the helmet Tobey Maguire wore under his mask was also improved, adding a false jaw for better movement and magnetic eyepieces which were easier to remove.
  • Alfred Molina is a big fan of Marvel Comics, and was excited about his role in the film.
  • When Doctor Octopus carries his tentacles, it is props. When the tentacles carry the Doctor, it is computer-generated imagery; to accomplish this effect, a 20-foot high rig held Alfred Molina to glide him through his surroundings; with the CGI tentacles scanned from the real ones and added later. However, it was always preferred to use Edge FX’s puppets since it saved money, and each scene was always filmed using them first to see if CGI was truly necessary.
  • David Duchovny and Liev Schreiber were both considered for the part of Doctor Octopus.
  • The bank used for the big action sequence where Spidey fought Doc Ock is the same bank being robbed in Police Academy 6: City Under Siege (1989) by the Wilson Heights Gang.
  • When Ock robs the bank, Spider-Man throws a bag of coins at the end of his string right back at Ock. This could be a reference to the bolas spider, which catches its prey by throwing a balled up piece of webbing rather than making a web.
  • Peter drives a 1977 Puch Newport moped. Cyril O’Neil, the film’s Picture Car Coordinator, managed to find 12 of the bikes, which provided enough parts to make 7 working models. 3 of them were destroyed during the chase scene in act 2, due to retakes of the bike being run over. Later, when Peter is shown dragging his moped home, it’s one of the actual wrecked production bikes.
  • The interior of Aunt May’s house is the same sets built for the first Spider-Man (2002) movie.
  • Although Dr. Curt Connors appears in this film, the character of Otto Octavius in this film is actually closer to that of Connors in the comics: a sensitive, brilliant mentor, who is driven mad by an experiment gone awry to become a monstrous villain (Connors becomes The Lizard, Octavius becomes Doc Ock).
  • Like Spider-Man (2002), the DVD release of this movie includes a “Spider Sense” subtitles track which provides trivia about the film, characters, actors, etc, as the film is playing.
  • 30 “nondescript” cars were purchased for use by the film’s stunt drivers to wreck during action sequences. By the end of filming, all 30 had been destroyed.
  • For the chase in act 2, director Sam Raimi wanted the crooks to drive a convertible with a large, level trunk that Spider-Man could land on while it’s moving. Several cars that met the requirements were brought to the Sony lot for him to choose from; he picked a 1967 Lincoln Continental. Six were found and painted to match each other.
  • Mary Jane’s performance of ‘The Important of Being Earnest’ was performed and filmed at the Ivar Theater in Hollywood.
  • The deli where Mary Jane tries to confront Peter was a 360-degree set (no “missing fourth wall”) at Universal Studios, complete with kitchen, deli counters, pastries, and ceiling fans.
  • The car that Doc Ock throws at the deli is a 2004 Saturn Ion Quad coupe. Saturn provided four for production, of which three were used, being hurled 30 yards into the building. Director Sam Raimi was reportedly very impressed with the vehicle’s durability.
  • The el train sequence alone required over 100 visual effects.
  • The full-scale interior of Doc Ock’s pier lab was built at Sony’s stage 30, which is called the “Esther Williams” stage because it contains the water tank used for so many of Williams’ films. For this film, after the set was constructed, the tank was filled to a level of four feet deep, which was visible in many shots as the river water beneath the rotting floorboards.
  • Doc Ock’s pier lab is supposed to be an old building that is slowly sinking into the river (exterior shots show that one end is already partially collapsed). For the interior set, the floor and ceiling were tilted at skewed angles to each other – which is extremely unusual and difficult to construct safely.
  • Tobey Maguire was paid $17 million for this film.
  • Alfred Gough and Miles Millar’s initial script draft had Spider-Man doing battle with Doctor Octopus, the Lizard and Black Cat.
  • The original title for this second spin was “The Amazing Spider-Man”.
  • Following the first film’s record-breaking $115 million opening weekend, Sony assigned the sequel a budget of $200 million.
  • Michael Chabon submitted a draft screenplay which featured a younger Doc Ock becoming infatuated with Mary Jane. In Chabon’s script, Octavius is the creator of the genetically modified spider that bites Peter Parker. Producer Avi Arad rejected the screenplay, largely because he didn’t like the idea of another love triangle.
  • For the Chicago Loop fight between Spider-Man and Doc Ock, the production actually bought a train carriage from the Chicago authorities.
  • Filming was put on hiatus for eight weeks in order to build Doc Ock’s pier lair. In total, it took 15 weeks to build the collapsing set.
  • A special camera system was constructed called the Spydercam which allowed filming to create the effect of dropping 50 stories and of high speed swooping scenes. The system had actually been invented for the first film but had only been used for the final shot.
  • Each of Doc Ock’s tentacles were 13 feet long when fully expanded. They were also fully articulated.
  • Doc Ock’s upper tentacles were each made up of 76 individual pieces.
  • The precious substance that Doc Ock uses to power his fusion device – tritium – does actually exist in real life.
  • The hospital attack sequence took months for Sam Raimi and his storyboard artists to devise. It was the first part of principle photography to be shot.
  • Production designer Neil Spisak and his art department had to dress more than 100 sets and locations for the film.
  • Manhattan no longer has an elevated subway so the background plates and the train and tracks themselves were all shot in Chicago and then composited against the New York skyline.
  • At one time during pre-production, Sam Raimi had 12 storyboard artists working for him.
  • The nurse being dragged along the floor by one of Doc Ock’s tentacles, scraping it up as she is pulled backwards, was achieved by the simple expedient of having the floor made of wax.
  • The production was unusually lucky for such a big movie filming on numerous outdoor locations in that it never rained.
  • For his stunt sequences as Peter Parker, Tobey Maguire’s glasses contain no glass. This was less for safety reasons but more to avoid reflections. The glass was then added back in digitally later.
  • Veteran screenwriter Alvin Sargent – 73 at the time the film was made – was brought in to perform a script polish as a personal favor for his friend, producer Laura Ziskin.
  • Despite the fact that this was filmed in Super 35, “Filmed in Panavision” is listed in the end credits.
  • Cameo: [Hal Sparks] The man who meets Spiderman inside the elevator (and compliments him on his Spidey outfit) is “Michael Novotny” from “Queer as Folk” (2000), a gay man obsessed with comics and superheroes, who’d always dreamed of meeting one on the show. An alternative version of this scene was used in the Spider-Man 2.1 cut of the film.
  • SPOILER: This is the only Spider-Man film without a funeral scene at the end.
  • SPOILER: The plot of the movie, involving Peter Parker quitting crime-fighting, is largely inspired by The Amazing Spider-Man #50, “Spider-Man No More”. The shot of Peter dumping his Spider-Man costume in an alley trash can is identical to a famous panel from that issue. As in the film, the outfit is found and brought to J Jonah Jameson, then reclaimed by Spider-Man who leaves a note like the one in the movie.
  • SPOILER: All Daily Bugle newspapers are chronologically and correctly dated to follow the movie’s plot each day. One of the earlier papers has a headline that reads, “MTA Insider Concerned Over Aging El Train Safety,” making a reference to the eventual Spidey/Doc Ock fight aboard the El near the end of the week, at the movie’s climax.
  • SPOILER: Mary-Jane Watson is performing in Oscar Wilde’s “The Importance of Being Earnest” as the ingénue Cecily Cardew. Not only does Wilde’s comedy also concern men with double identities (like Peter Parker), but Cecily Cardew is unaware of their purposeful deception until the end of the second act of the three-act play (much like Mary-Jane is unaware of Peter’s duality until the end of the second movie in the trilogy).
  • SPOILER: It was Neil Spisak’s idea to use a collapsed pier as Doc Ock’s lair to reflect a warped version of Dr. Octavius’s old lab and express how his life had collapsed and grown more monstrous, evoking Fritz Lang’s work and the film Dr. Caligaris kabinet (1920). The set was 60*120 feet long and 40 feet high, and took 15 weeks to build. A quarter-scale miniature was built for its collapse.


Mary Jane Watson: Go get ’em, tiger.

Spider-Man: [unmasked, holding up the collapsing wall] Hi!
Mary Jane Watson: Hi!
Spider-Man: This is really heavy… MJ, in case we die…
Mary Jane Watson: You do love me…
Spider-Man: I do.
Mary Jane Watson: Even though you said you didn’t.
Spider-Man: [nods]

Mary Jane Watson: Do you love me?
Peter Parker: [pauses] … No.

Mary Jane Watson: [standing at Peter Parker’s door] Had to do what I had to do.
Peter Parker: Mary Jane.
Mary Jane Watson: Peter. I can’t survive without you.
Peter Parker: You shouldn’t be here.
Mary Jane Watson: I know you think we can’t be together, but can’t you respect me enough to let me make my own decision? I know there’ll be risks but I want to face them with you. It’s wrong that we should be only half alive… half of ourselves. I love you. So here I am – standing in your doorway. I have always been standing in your doorway. Isn’t it about time somebody saved your life?
Mary Jane Watson: Well, say something.
Peter Parker: Thank you, Mary Jane Watson.
Mary Jane Watson: [They kiss, which is interrupted by police sirens. Peter stands, conflicted on whether he should respond. Mary Jane, with an accepting smile, responds:] Go get ’em, tiger.

Peter Parker: Would you think about it?
Mary Jane Watson: Think about what?
Peter Parker: Picking up where we left off.
Mary Jane Watson: Where was that? We never got on. You can’t get off if you don’t get on Peter.

Spider-Man: Can I get you a drink.
Mary Jane Watson: I’m with John, he’ll get me my drink.
Spider-Man: John…
Mary Jane Watson: By the way, John has seen my show 5 times. Harry has seen it twice. Aunt May has seen it. My sick mother got out of bed to see it. Even my father, he came backstage to borrow cash. But my best friend who cares so much about me, can’t make 8 o’clock curtain. After all these years, he’s nothing to me but an empty seat.

Mary Jane Watson: [sees Peter Parker approach her] Oh… you.
Peter Parker: Listen, I’m sorry, but there was a disturbance.
Mary Jane Watson: I don’t know you and I can’t keep thinking about you. It’s too painful.
Peter Parker: I’ve been reading poetry lately.
Mary Jane Watson: Whatever that means.
Peter Parker: Day by day he gazed upon her, Day by day he sighed with passion, Day by day…
Mary Jane Watson: [Interrupts Parker] Don’t start.

Mary Jane Watson: Peter I’m getting married.
Spider-Man: I’ve always imagined you getting you married on a hill top.
Mary Jane Watson: Who’s the groom?
Spider-Man: You hadn’t decided yet.

Spider-Man: [after getting reprimanded by Mary Jane] I don’t think it’s that simple.
Mary Jane Watson: Of course you don’t! Because you complicate things!

Mary Jane Watson: [Dr. Octavius has tied up MJ and is busy working on other stuff] Hey! I’m talking to you! You got what you needed for your little science project. Now let me go!
Dr. Otto Octavius: I can’t let you go. You’d bring the police. Not that anyone can stop me now that Spider-Man is dead.
Mary Jane Watson: He’s not dead. I don’t believe you.
Dr. Otto Octavius: Believe it.
[he puts on his goggles and starts up the machine] [Peter is talking on M.J.’s answering machine] Peter Parker: I know you were afraid I would disappoint you.
Mary Jane Watson: Bingo.

Mary Jane Watson: [in Aunt May’s backyard] I liked seeing you tonight, Peter.
Peter Parker: Oh boy, yeah…
Mary Jane Watson: Oh boy, yeah, what?
Peter Parker: Nothing.
Mary Jane Watson: You want to say something?
Peter Parker: I… was… wondering if you’re still in the village…
Mary Jane Watson: You’re such a mystery. Peter…
Peter Parker: What?
Mary Jane Watson: Happy Birthday!

[John is lying on the couch] Mary Jane Watson: Could you lean your head back for me?
John Jameson: Sure…
[Leans his head back. M.J gives him an upside down kiss] John Jameson: Wow… I’m back on the moon
[looks up at M.J] John Jameson: You up there with me?

Mary Jane Watson: [on the giant spider web] I think I always knew all this time who you really were.
Peter Parker: Then you know why we can’t be together. Spider-Man will always have enemies. I can’t let you take that risk. I will always be Spider-Man. You and I can never be…

[Mary Jane has decided not to invite Peter to her wedding] John Jameson: Thought he was your pal.
Mary Jane Watson: Peter Parker?
John Jameson: Yeah.
Mary Jane Watson: Uh, he’s just a great big jerk.
John Jameson: Well, the world’s full of great big jerks.