"Now this is what a superhero movie should be. "Spider-Man 2" believes in its story in the same way serious comic readers believe, when the adventures on the page express their own dreams and wishes. It's not camp and it's not nostalgia, it's not wall-to-wall visual effects and it's not pickled in angst. It's simply and poignantly a realization that being Spider-Man is a burden that Peter Parker is not entirely willing to bear."

"[Looking at Spider-Man's suit] Yes. Spider-Man was a hero. I just couldn't see it. He was a.... [Looks to see that Spider-Man has stolen back the suit] A thief! A criminal! He stole my suit! He's a menace to the entire city! I want that wall-crawling arachnid prosecuted! I want him strung up by his web! [Looks up at the open skylight] I WANT SPIDER-MAN!!!"

"What are you looking for, a raise? Get out!"

"Guy named Otto Octavius winds up with eight limbs. [grins] What are the odds?"

"[Discussing his son's wedding with his wife over the phone] Flowers? How much? If we spend any more on this thing, you can pick the daisies off my grave! Get plastic!"

"[Speaking to his wife over the phone] Dear, we agreed to put on a wedding, not go into bankruptcy.... Caviar? Who are we inviting, the Czar? Get some cheese and crackers.... some of those little cocktail weenies."

"Oh, Peter."

"[Talking to Peter] I believe there's a hero in all of us that keeps us honest, noble and finally allows us to die with pride. Even though sometimes we have to be steady and give up the things we want the most. Even our dreams."

"[After Spider-Man saves her] Have I been wrong about you!"

"[Sees Doc Ock about to sneak attack Spider-Man] Shame on you! [Hits him with her umbrella, causing him to miss]"

"(Last words) I will not die a monster."

"I'll do it."

"Unless... the river. Drown it!"

"Listen... Listen to me now. Listen to ME now!"

"Let's see you scurry out of this."

"Well, that's a risk we're willing to take."

"You have a train to catch."

"You've stuck your webs into my business for the last time!"

"The real crime would be to not finish what we started."

"NOOOOOOOOOOOO!!!!!!!"

"The power of the sun.... in the palm of my hand."

"Has anybody lost a large roll of 20-dollar bills in a rubber band? Because we found the rubber band. [Beat] It's a terrible joke."

"If you keep something as complicated as love stored up inside... it's going to make you sick."

"Intelligence is not a privilege. It's a gift. And you use it for the good of mankind."

"He's not dead. I don't believe you."

"Hey! Hey! ( loud whistle blowing at once ) I'm talking to you! You got what you needed for your little science project, now, let me go."

"Do you love me or not?"

"MJ.... In case we die...."

"This is really heavy."

"[noticing the roof will crush MJ] NOOOOOOOOOOOOOO!!!"

"Dr. Octavius. We have to shut it down."

"[He has unplugged Ock’s experiment, but it keeps sucking in objects] Now what?"

"Hang on, Mary Jane!"

"Well, I'm not."

"[Doc Ock throws a heavy bag full of coins at him, Spider-Man catches it by his webbing] Here's your change! [tosses it back at Ock]."

"[talking to Doc Ock] Sometimes, to do what's right, we have to be steady, and give up the things we want the most. Even our dreams."

"[pleading with MJ to give him a chance] I let things get in the way before, there was something I thought I had to do... I don't have to!"

"[end of PlayStation 2 game, closing narration] Mary Jane, the girl next door, the girl I love, and now, the girl waiting for me at the end of the day. Fate handed me amazing powers, and with those powers came a burden of responsibility. Somehow though, having her with me makes that burden lighter. Still, in the end, it's mine to bear. After all, there's still only one... Spider-Man!"

"[to himself] She (MJ) can never know how much I love her."

"[to himself, regarding his life] Am I not supposed to have what I want, what I need? What am I supposed to do?"

"[speaks to MJ through a dead phone line] I wanna tell you the truth... here it is: I'm Spider-Man. Weird, huh? Now you know why I can't be with you. If my enemies found out about you... if you got hurt, I could never forgive myself. I wish I could tell you how I feel about you."

"[drops boxes of pizza on desk] Pizza time!"

"This is your last chance. You have to go 42 blocks in 7 1/2 minutes."

"Marc McClure — Jimmy Olsen"

"E.G. Marshall — The President"

"Clifton James — Sheriff"

"Susannah York — Lara Lor-Van (theatrical version)"

"Valerie Perrine — Eve Teschmacher"

"Jack O'Halloran — Non"

"Margot Kidder — Lois Lane"