Peter Parker struggles to balance his crime-fighting duties as Spider-Man with the demands of his normal life. Estranged from both love interest Mary Jane "M.J." Watson and best friend Harry Osborn, Peter additionally discovers his Aunt May is facing eviction. Meanwhile, he also finds himself having a temporary, but reoccurring loss of his powers, often in life-threatening situations.
Harry, now head of Oscorp's research division, is sponsoring brilliant nuclear scientist Otto Octavius' fusion power project, who befriends Peter and offers him life advice. While handling hazardous materials, Octavius wears a harness of powerful robotic tentacle arms with artificial intelligence. During a public demonstration, in which Peter and Harry attend, a power spike causes the fusion reactor to destabilize. Octavius refuses to shut the reactor down, which is going critical, killing his wife and shattering the inhibitor chip blocking the arms from his nervous system. Peter arrives and shuts the experiment down, destroying it.
At a hospital, doctors prepare to surgically remove Octavius's harness. However, without the inhibitor chip to keep the arms supported to the nervous system, the arms have developed sentience and attack the crew. Upon regaining consciousness and seeing the carnage, Octavius escapes and takes refuge at a harbor. Becoming increasingly influenced by the arms' AI, Octavius robs a bank that Peter and May are coincidentally visiting in order to fund a second experiment. Octavius takes May hostage but is rescued by Peter as Spider-Man, although is able to flee with the money. The Daily Bugle subsequently dubs Octavius Doctor Octopus.
Mary Jane becomes engaged to astronaut John Jameson, son of Bugle chief J. Jonah Jameson. Peter suffers an emotional breakdown over his inability to balance his life, resulting in him losing his powers permanently. He abandons his Spider-Man identity, returns to his normal life, and attempts to reconcile with Mary Jane. A garbageman brings Peter's Spider-Man suit to Jameson, who takes credit for driving Spider-Man into hiding. Peter decides to tell Aunt May the truth behind Uncle Ben's death and how he is responsible. May forgives him, but the rise in New York City crime rate worries Peter.
Requiring the isotope tritium to fuel his reactor, Octavius visits Harry to demand it. Harry agrees in exchange for Spider-Man's life. He tells Octavius to seek Peter, who is supposedly good friends with Spider-Man, but requests Octavius not to harm him. Octavius locates Peter, tells him to find Spider-Man, and captures Mary Jane. The endangerment of Mary Jane leads to Peter's powers resurfacing and he, just as Jameson admits he was wrong about Spider-Man, steals his costume back from the Bugle and goes after Octavius.
As Peter battles Octavius, they fall onto a rapid transit R train. Octavius sabotages the controls and leaves Peter to save the passengers, which he does at a great physical toll. Fainting from exhaustion, the grateful passengers save him from falling and bring him into the train, discovering his secret identity but promising to keep it hidden. Octavius returns for Peter and captures him, despite the efforts of the passengers to protect him. Octavius delivers Peter to Harry.
After giving Octavius the tritium, Harry prepares to kill Peter, only to be shocked to discover his secret identity. Prioritizing stopping Octavius over their feud, Peter convinces Harry to direct him to Octavius' lair. Peter arrives at the doctor's waterfront laboratory, attempting to rescue Mary Jane discreetly. Octavius discovers him and they fight once again as the nuclear reaction swells in size. Peter ultimately subdues Octavius, reveals his identity, and persuades Octavius to let his dream go for the greater good. Octavius finally commands the tentacles to obey him, and gives his life to destroy the experiment, redeeming himself as he dies. Mary Jane sees Spider-Man's true identity and feelings, as well as why they cannot be together. Peter returns Mary Jane to John, and leaves.
Harry is visited by a vision of his father in a mirror, pleading for Harry to avenge his death. Refusing to hurt Peter, Harry shatters the mirror, unintentionally revealing a secret room containing prototypes of the Green Goblin's equipment. On her wedding day, Mary Jane abandons John at the altar and runs to Peter's apartment. After they kiss, they hear police sirens, and Mary Jane encourages him to the rescue.Tobey Maguire as Peter Parker / Spider-Man
A superhero, a brilliant Columbia University physics student and photographer for the Daily Bugle
. Juggling these separate lives means he briefly gives up his responsibilities as a superhero in a moment of adversity. When Maguire signed on to portray Spider-Man in 2000, he was given a three-film contract. While filming Seabiscuit
in late 2002, Maguire suffered injuries to his back and Sony was faced with the possibility of recasting their lead. Negotiations arose to replace Maguire with Jake Gyllenhaal, who at the time was dating Kirsten Dunst, who portrayed Mary Jane Watson. However, Maguire recovered and was able to reprise his role, with a salary of $17 million. Maguire and Gyllenhaal would later play brothers in the 2009 film Brothers
Kirsten Dunst as Mary Jane "M.J." Watson
A friend Peter Parker has loved since he was a child, yet he gave up the chance of being with her due to his obligations as a superhero.
James Franco as Harry Osborn
Oscorp's leader, Norman Osborn's son and Peter's best friend who resents Spider-Man for his father's death.
Alfred Molina as Dr. Otto Octavius / Doctor Octopus
A scientist and Peter's role model who goes insane after his failure to create a self-sustaining fusion reaction. Octavius is bonded with his handling equipment, four artificially intelligent mechanical tentacles. Molina was cast as Octavius in February 2003 and immediately began physical training for the role. Raimi had been impressed by his performance in Frida
and also felt he had the physicality. Molina only briefly discussed the role and was not aware that he was a strong contender, and was excited, being a big fan of Marvel Comics. Although he was not familiar with Doc Ock, Molina found one element of the comics that he wanted to maintain, and that was the character's cruel, sardonic sense of humor.
Rosemary Harris as May Parker
Ben Parker's widow and Peter's aunt.
J. K. Simmons as J. Jonah Jameson
The miserly manager and editor-in-chief of the Daily Bugle
who carries a personal vendetta against Spider-Man, whom he considers a criminal and does not want to accept him as the city's hero.
Donna Murphy as Rosalie Octavius
Otto Octavius's wife and assistant who died following the failed attempt to introduce her husband's experiment.
Daniel Gillies as John Jameson
J. Jonah Jameson's son, Mary Jane's fiancé, astronaut and a national hero.
Dylan Baker as Dr. Curt Connors
One of Peter's college physics professors. He is a colleague of Octavius.
Willem Dafoe as Norman Osborn / Green Goblin
Harry Osborn's deceased father who appears as a hallucination. Dafoe came up with the idea during promotion for Spider-Man
, which he compared to King Hamlet haunting his son to avenge him.
Elya Baskin as Mr. Ditkovitch
Mageina Tovah as Ursula Ditkovitch
Mr. Ditkovitch's daughter.
As with the previous film, Bruce Campbell has a cameo appearance, this time as an usher in the doors of MJ's show. Years later, Jeffrey Henderson who worked on the storyboards for the cancelled Spider-Man 4 movie, released information regarding which villains would appear within the movie. One of those included Bruce Campbell's character's progression into Quentin Beck / Mysterio. Spider-Man co-creator Stan Lee portrays a man on the street who saves a woman from falling debris during a battle between Spider-Man and Doctor Octopus, identified as "Stanley Lieber" in the film's novelization; Scott Spiegel portrays a man who attempts to eat some pizza Spider-Man is delivering, only to have it webbed from his hands. Joel McHale portrays a bank teller. Hal Sparks portrays an elevator passenger who has a conversation with Spider-Man. Donnell Rawlings portrays the New Yorker who exclaims that Spider-Man "stole that guy's pizzas" and Emily Deschanel portrays a receptionist. Elizabeth Banks portrays once again Betty Brant, one of the Bugle staff and J. Jonah Jameson's secretary, as well as Bill Nunn reprising his role as Robbie Robertson and Ted Raimi reprising his role as Hoffman. Daniel Dae Kim plays an assistant of Doctor Octavius working in his laboratory. Aasif Mandvi portrays Mr. Aziz, the owner of a local pizza store. Joey Diaz portrays a similar passenger. Vanessa Ferlito portrays one of Mary Jane's co-stars. Joy Bryant appears as a spectator that witnesses Spider-Man in action. John Landis plays one of the doctors who operates on Doctor Octopus. Phil LaMarr portrays a train passenger who is most easily seen to the left of Spider-Man (the viewer's right) while the hero uses webbing to slow the train down. Greg Edelman portrays Dr. Davis, the doctor at the University, that Peter Parker sees to talk about the loss of his superpowers. One of the men present at the public demonstration of Otto Octavius' fusion power project is identified as Dr. Henry Pym in the film's novelization.
Immediately after finishing Spider-Man, director Sam Raimi with help from James Keltie segued into directing a sequel. In April 2002, Sony hired Alfred Gough and Miles Millar to write a script with Doctor Octopus, the Lizard and Black Cat as the villains. On May 8, 2002, following Spider-Man's record breaking $115 million opening weekend, Sony Pictures announced a sequel for 2004. Entitled The Amazing Spider-Man, after the character's main comic book title, the film was given a budget of $200 million and aimed for a release date of May 7, 2004. The following month, David Koepp was added to co-write with Gough and Millar.
In September 2002, Michael Chabon was hired to rewrite. His draft had a younger Doc Ock, who becomes infatuated with Mary Jane. His mechanical limbs use endorphins to counteract the pain of being attached to his body, which he enjoys. When he injures two muggers on a date, this horrifies Mary Jane and in the resulting battle with Spider-Man his tentacles are fused together, and the fusion begins to kill him. In the script, Octavius is the creator of the genetically-altered spider from the first film, and gives Peter an antidote to remove his powers: this means when Octavius is dying with his tentacles, he wants to extract Spider-Man's spine to save himself. This leads to the alliance with Harry in the final film. Beforehand, Harry and the Daily Bugle put a $10 million price on Spider-Man's head, causing the city's citizens to turn against him. Producer Avi Arad rejected the love triangle angle on Ock, and found Harry putting a price on Spider-Man's head unsubtle.
Raimi sifted through the previous drafts by Gough, Millar, Koepp and Chabon, picking what he liked with screenwriter Alvin Sargent. He felt that thematically the film had to explore Peter's conflict with his personal wants against his responsibility, exploring the positive and negatives of his chosen path, and how he ultimately decides that he can be happy as a heroic figure. Raimi stated the story was partly influenced by Superman II, which also explored the titular hero giving up his responsibilities. The story is mainly taken from The Amazing Spider-Man No. 50, "Spider-Man No More!" It was decided that Doctor Octopus would be kept as the villain, as he was both a visually interesting villain who was a physical match for Spider-Man, and a sympathetic figure with humanity, accompanied by the fact that the character had been repeatedly considered as a villain for the first film over the course of its 15-year development. Raimi changed much of the character's backstory, however, adding the idea of Otto Octavius being a hero of Peter, and how their conflict was about trying to rescue him from his demons rather than kill him.
Spider-Man 2 was shot on over one hundred sets and locations, beginning with a pre-shoot on the Loop in Chicago during two days in November 2002. The crew bought a carriage, placing sixteen cameras for background shots of Spider-Man and Doc Ock's train fight. Principal photography began on April 12, 2003 in New York City. The crew moved on May 13 to Los Angeles, shooting on ten major sets created by production designer Neil Spisak. After the scare surrounding his back pains, Tobey Maguire relished performing many of his stunts, even creating a joke of it with Raimi, creating the line "My back, my back" as Spider-Man tries to regain his powers. Even Rosemary Harris took a turn, putting her stunt double out of work. In contrast, Alfred Molina joked that the stunt team would "trick" him into performing a stunt time and again.
Filming was put on hiatus for eight weeks, in order to build Doc Ock's pier lair. It had been Spisak's idea to use a collapsed pier as Ock's lair, reflecting an exploded version of the previous lab and representing how Octavius' life had collapsed and grown more monstrous, evoking the cinema of Fritz Lang and the film The Cabinet of Dr. Caligari. Filming then resumed on that set, having taken fifteen weeks to build, occupying Sony's Stage 30. It was 60 feet (18 m) by 120 feet (37 m) long, and 40 feet (12 m) high, and a quarter-scale miniature was also built for the finale as it collapses. Filming was still going after Christmas 2003.
A camera system called the Spydercam was used to allow filmmakers to express more of Spider-Man's world view, at times dropping fifty stories and with shot lengths of just over 2,400 feet (730 m) in New York or 3,200 feet (980 m) in Los Angeles. For some shots the camera would shoot at six frames per second for a faster playback increasing the sense of speed. Shots using the Spydercam were pre-planned in digital versions of cities, and the camera's movement was controlled with motion control, making it highly cost-effective. The camera system was only used in the previous film for the final shot.
Although roughly the same, costume designer James Acheson made numerous subtle changes to Spider-Man's costume. The colors were made richer and bolder, the spider emblem was given more elegant lines and enlarged, the eye-lenses were somewhat smaller, and the muscle suit underneath was made into pieces, to give a better sense of movement. The helmet Maguire wore under his mask was also improved, with better movement for the false jaw and magnetic eye pieces, which were easier to remove.
To create Doctor Octopus' mechanical tentacles, Edge FX was hired to create a corset, a metal and rubber girdle, a rubber spine and four foam rubber tentacles which were 8 feet (2.4 m) long, which altogether weighed 100 pounds (45 kg). The claws of each tentacle, which were dubbed "death flowers", were controlled by a single puppeteer in a chair. Each tentacle was controlled by four people, who rehearsed every scene with Molina to give a natural sense of movement as if the tentacles were moving due to Octavius' muscle movement. On-set, Molina christened his co-stars "Larry", "Harry", "Moe" and "Flo", with "Flo" being the top-right tentacle.
Edge FX was only hired to do scenes where Octavius carries his tentacles. CGI was used for when the tentacles carry Octavius: a 20 ft (6.1 m) high rig held Molina to glide through his surroundings, with CG tentacles added later. The CG versions were scanned straight from the practical ones. However, using the practical versions was always preferred to save money, and each scene was always filmed first with Edge FX's creations to see if CGI was truly necessary. Completing the illusion, the sound designers chose not to use servo sound effects, feeling it would rob the tentacles of the sense that they were part of Octavius' body, and instead used motorcycle chains and piano wires.
The film was initially released on VHS and DVD on November 30, 2004. The DVD was available in both anamorphic widescreen and Pan-and-scan "fullscreen", as well as a Superbit edition and in a box-set with the first film. There was also a collector's DVD gift set including a reprint of The Amazing Spider-Man #50.
The film was released on Blu-ray in October 2007 as a part of the Spider-Man: The High Definition Trilogy box set. It was also released separately on Blu-ray in November 2010 as well as the previous film as part of Sony's Blu-ray Essentials Collection including both the theatrical release and the 2.1 extended cut. All three films were rereleased on Blu-ray as part of the Spider-Man: Origins set on June 13, 2017.
An extended cut of the film, entitled Spider-Man 2.1, was released as on DVD and Blu-ray on April 17, 2007 and on October 30, 2007. The cut included eight minutes of new footage, with new special features not included in the original release, as well as a sneak preview of the then-upcoming Spider-Man 3. The cut featured 3 new, 1 alternate, and 11 extended scenes, and a featurette: "Inside Spider-Man 2.1", detailing the making of the cut.
Spider-Man 2 opened in the United States on June 30, 2004 and grossed $40.4 million in its first day; this broke the first film's opening day record of $39.4 million until it was surpassed a year later by Star Wars: Episode III – Revenge of the Sith ($50.0 million). The film also broke The Lord of the Rings: The Return of the King's record ($34.5 million) for the highest-grossing Wednesday of all time. It held the Wednesday record for three years until it was topped by Harry Potter and the Order of the Phoenix ($44.2 million). Its Friday-to-Sunday gross reached a total of $88.2 million, which was the highest Independence Day weekend, breaking Men in Black II's record ($52.1 million), until it was broken seven years later by Transformers: Dark of the Moon ($97.9 million). In its first six days, the film had grossed over $180 million. The film also eventually went on to gross $373.5 million, becoming 2004's second-highest-grossing film, behind Shrek 2. Worldwide, the film grossed $783.7 million, ranking as 2004's third highest-grossing film behind Shrek 2 and Harry Potter and the Prisoner of Azkaban. Spider-Man 2 is the 28th highest-grossing film in the U.S. and Canada and sold an estimated 60,158,700 tickets in the US.
On review aggregator Rotten Tomatoes, Spider-Man 2 has an approval rating of 94% based on 261 reviews, with an average rating of 8.3/10. The site's critical consensus reads, "Boasting an entertaining villain and deeper emotional focus, this is a nimble sequel that improves upon the original". On Metacritic, which assigns a normalized rating to reviews, calculated an average score of 83 out of 100, based on 41 critics, indicating "universal acclaim". Audiences polled by CinemaScore gave the film an average grade of "A–" on an A+ to F scale. The film was placed at No. 411 on Empire magazine's top 500 movies list.
Chicago Tribune's Mark Caro stated that Alfred Molina was a "pleasingly complex" villain, and the film as a whole "improves upon its predecessor in almost every way." Kenneth Turan, of the Los Angeles Times, gave the film 4 out of 5 stars, and concurred with Caro when he stated, "Doc Ock grabs this film with his quartet of sinisterly serpentine mechanical arms and refuses to let go." Roger Ebert, who had given the first film two and a half stars, gave Spider-Man 2 a perfect four out of four stars, calling it "The best superhero movie since the modern genre was launched with Superman (1978)", and praising the film for "effortlessly [combining] special effects and a human story, keeping its parallel plots alive and moving." He later called it the fourth best film of 2004." IGN's Richard George felt "Sam Raimi and his writing team delivered an iconic, compelling version of Spider-Man's classic foe... We almost wish there was a way to retroactively add some of these elements to the original character." In 2016, James Charisma of Playboy ranked the film #9 on a list of 15 Sequels That Are Way Better Than The Originals.
Conversely, J. Hoberman, of The Village Voice, thought the first half of the film was "talky bordering on tiresome", with the film often stopping to showcase Raimi's idea of humor. Charles Taylor believed, "The script's miscalculation of Peter's decision feeds into the pedestrian quality of Raimi's direction and into Maguire's weightlessness... [Maguire] simply does not suggest a heroic presence", and suggested that "Dunst appears to be chafing against strictures she cannot articulate."
Spider-Man 2 won the Academy Award for Best Visual Effects, and was nominated for Best Sound Mixing (Kevin O'Connell, Greg P. Russell, Jeffrey J. Haboush and Joseph Geisinger) and Best Sound Editing, but lost to Ray and The Incredibles, respectively. The film won Saturn Awards for Best Actor, Best Director, Best Fantasy Film, Best Special Effects, and Best Writer, while being nominated for Best Supporting Actor and Best Music. It was nominated for two British Academy Film Awards for Special Visual Effects and Sound, but lost to The Day After Tomorrow and Ray, respectively. The AFI listed the film as one of the 2004's ten best films, and nominated it for positions on the lists of the top 10 fantasy films, the 100 most inspiring American films, and the 100 greatest American films.
Despite the many comic book super-hero movies which have followed after it, Spider-Man 2 still regularly tops rankings as one of the best-loved of the genre. In 2012, Ask Men wrote, "This is the high-water mark for Spider-Man movies, and good luck to anyone who wants to top it."
In 2013, Screen Crush wrote,"Sam Raimi's second outing with the web-slinging hero is as perfect as superhero movies get, nailing everything that's great about its hero without sacrificing the unique tone established by the first film. How exactly does Raimi pull off a movie that's simultaneously goofy, melancholy, romantic, frightening, melodramatic, crazily intense and emotionally fulfilling? Some kind of cinematic alchemy, apparently." Forbes described it as "Not just one of the greatest sequels, but one of the best films of the genre, period."
In 2014, Yahoo Movies! wrote, "Raimi's best superhero movie still takes the cake."