"Sorry about the throat. Expect you'd want to say your famous last words right now. Just one trouble. I ain't gonna kill you. Hell, I'm gonna grant your greatest wish. I'm gonna show you a world without sin."

"This is how it is. Anybody doesn't wanna fly with me anymore, this is your port of harbor. There's a lot of fine ways to die. I ain't waiting for the Alliance to choose mine. I mean to confound these bungers. Take my shot at getting to Miranda. Maybe find something I can use to get clear of this. So I hear a word out of any of you that ain't helping me out or taking your leave, I will shoot you down."

"I look out for me and mine. That don't include you 'less I conjure it does. Now you stuck a thorn in the Alliance's paw. That tickles me a bit. But it also means I got to step twice as fast to avoid them and that means turning down plenty of jobs. Even honest ones. Put this crew together with the promise of work, which the Alliance makes harder every year. Come a day there won’t be room for naughty men like us to slip about at all. This job goes south, there well may not be another. So here is us, on the raggedy edge. Don't push me, and I won't push you."

"What was that?"

"It's not safe … for them."

"The Reavers! They're all made up of rage. I can't shut them up!"

"I swallowed a bug."

"People don't like to be meddled with. We tell them what to do, what to think. Don't run, don't walk. We're in their homes and in their heads and we haven't the right. We're meddlesome."

"Benson Fong — Sgt. Imoto"

"William Hopper — Dr. George Fenton"

"William Redfield — Roy Cooper"

"Phil Foster — Sgt. Jackie Siegle"

"Mickey Shaughnessy — Sgt. Mahoney"

"Eric Fleming — Capt. Barney Merritt"

"Walter Brooke — Col./Gen. Samuel T. Merritt"

"Working for one government was bad enough, but now we've got all of them on our backs."

"This is a story of tomorrow, or the day after tomorrow, when men have built a station in space, constructed in the form of a great wheel, and set a thousand miles out from the Earth, fixed by gravity, and turning about the world every two hours, serving a double purpose: an observation post in the heavens, and a place where a spaceship can be assembled, and then launched to explore other planets, and the vast universe itself, in the last and greatest adventure of mankind — the plunge toward the… conquest of space!"

"Ross Martin — Sgt. Andre Fodor"

"I was thinking about a great issue of Stan Lee’s Spider-Man comic book where he gets the flu. And he, for a time, is really weak. It was so human to me, I thought it was great. This superhero’s got the bug that affects all of us, and just like we all have to go to work when we’re sick and we really don’t know why we’re doing this and how we’re gonna do our job, he had to fight criminals when he had the flu. I thought that was incredibly human, a humanizing thing to have happened to a superhero. It was a combination of that and a desire to put that into the picture so we could identify with him. I thought that was a unique thing that happened in Stan Lee’s comics, But also there was another issue of Stan Lee’s comics that I loved where he decided to throw the suit away. It was issue number 50, perhaps, his life problems had just become too great, so I think what happened was there was a synthesis of those two ideas, along with other elements I was interested in telling in this story. That’s where the genesis of the loss of powers came from."

"In my mind, I was working on the story and I knew how I wanted it to end. The story of a life out of balance, first lopsided in one way as he tries to be this responsible young man and then lopsided in another way as he decides the hell with it, I’m living my life, damn anybody else. And then that road leads to such moral decay that he finally has to say to himself I will go back to my lopsided life of being Spider-Man and just down this road of responsibility. Unfortunately it’s like a prison sentence to him. What he doesn’t know is that by the end of the piece, he learns, through Mary Jane Watson that he cannot go down that road alone. And so I found that he found a sense of balance by the end. So it seemed to me, complete, as a complete story. Also the story of some young man who is on the road to responsibility, learns the sacrifices that are necessary to be responsible. I felt that he had learned a lesson, so it seemed complete in a few different ways. I didn’t really think of it as a franchise movie."

"It was a mixture of practical puppeteered arms, CGI and animation. We had a fantastic team of puppeteers. 15 guys and one woman. And a wonderful choreographer, a guy called Eric Hayden, who essentially designed the movement in a way. The puppeteers and myself worked together very closely over a series of weeks to try develop a vocabulary of movement, a language if you like, so we could do great big things like push a hole through a building, but at the same time do delicate things like taking off a pair of glasses or like lighting a cigar. Even one shot we did, I don't think we ever used it, but one of the tentacles actually came out and wiped away a tear. So we had a really wide range of possibilities. What they did, which I thought was brilliant really, they managed to infuse these lumps of resin and fiberglass and metal and plastic with real life. They gave them character and personality. There's a wonderful moment where Flo, the female tentacle (Yes, Molina has named them), comes in and I say something, I mumble something, and she does this wonderful thing where she just tilts, as if she's cocking an ear because she can't understand what I said. Puppies kind of do that, and I thought it was so brilliant, that kind of detail makes them so completely full of life... That's a great tribute to [the puppeteers]. They were really clever.""

"Aasif Mandvi as Mr. Aziz"

"Daniel Gillies as John Jameson"

"Donna Murphy as Rosalie Octavius"

"James Franco as Harry Osborn"

"J. K. Simmons as J. Jonah Jameson"

"Rosemary Harris as May Parker"

"Alfred Molina as Otto Octavius / Doctor Octopus"

"Sarah Michelle Gellar as Mary Jane Watson"

"Tobey Maguire as Peter Parker / Spider-Man"

"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."