"You're a lot like your father. You really are, Peter. And that's a good thing! But your father lived by a philosophy - a principal, really. He believed that if you could do good things for other people, you had a moral obligation to do those things! THAT'S what's at stake here; not choice...responsibility."

"You stopped me once. You will not stop me again. I'm getting stronger everyday!"

"Listen, uh, I don't have that much education, Peter. You know that. Hell, I even had to stop helping you with your homework when you were ten. What I'm trying to say is, I know it's been rough for you without your dad, and I know we don't talk much about him. I wish I could change it, but I can't."

"[from trailer, Peter finds an old satchel in a closet] I forgot all about that thing. It was your dad's..."

"Poor Peter Parker. No mother, no father, no uncle. You're all alone."

"All these souls, lost and alone, I can save them, I can cure them! There's no reason to stop me Peter!"

"Nowhere to hide, Peter!"

"It was a character that I wanted to play my whole life and not one part of me was indifferent ... but I got incredibly uncomfortable with the attention that just came with that job. It was nothing to do with me, it was to do with this idea of celebrity. Hopefully I’m just more myself as I get older and as I grow, but in our culture they’re telling us to be something totally f--king different."

"They’re outraged not because of any personal prejudice. They’re outraged because they hate to see any change made on a series and characters they had gotten familiar with. In Spider-Man, when they got a new actor, that bothered them, even though it was a white actor. I don’t think it had to do with racial prejudice as much as they don’t like things changed."

"Chris Zylka as Flash Thompson"

"Irrfan Khan as Dr. Rajit Ratha"

"Sally Field as May Parker"

"Martin Sheen as Ben Parker"

"Denis Leary as Captain George Stacy"

"Rhys Ifans as Dr. Curt Connors / Lizard"

"Emma Stone as Gwen Stacy"

"Andrew Garfield as Peter Parker / Spider-Man"

"[in a voicemail to Peter] Peter? I know things have been difficult lately and I'm sorry about that. I think I know what you're feeling. Ever since you were a little boy, you've been living with so many unresolved things. Well, take it from an old man. Those things send us down a road... they make us who we are. And if anyone's destined for greatness, it's you, son. You owe the world your gifts. You just have to figure out how to use them and know that wherever they take you, we'll always be here. So, come on home, Peter. You're my hero... and I love you!"

"[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."

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

"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"

"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.""

"Peter Parker is just in a different place in his life. It's wearing on him, being Spider-Man and not having a life of his own. I always thought it was peculiar to me how this kid couldn't see how he could just have a little balance in his life and things would be a little better for him. But there are complications to that, which I understand. He doesn't want to put his loved ones in danger and also, just being honest with people at first causes him pain. Just being around Aunt May at first is a painful experience because he's constantly wracked with guilt and feelings of responsibility for all the bad things that happened. He faced that situation and it helped their relationship. It helped set him free in their relationship. So I think that stuff is just wearing on him. He wants a life of his own. He wants to have some kind of balance in his life, but he also has these gifts and wants to use them responsibly."

"Nowadays, Superhero sequels are, for the most part, aimed at hardcore fans who have the pre-awareness and commitment to follow confused storylines across past, present and future. Fan theories crudely engulf the screen as characters form alliances and separate out as they would in a soap opera. And this is not down to narrative necessity, but to create new thrills that are often as ephemeral as they are nonsensical. In that sense, Spider-Man 2 belongs to a bygone era of franchise blockbusters. But this also comes down to ideology. Perpetually jolly, the film refuses to adopt the de rigueur misanthropy and pessimistic view on humanity articulated by the Ayn Rand-infused opera stylings of Batman V Superman. While Parker and Octopus are portrayed as similar but on different sides of the law, the latter is by no means the ‘dark side’ of the former. There is no sense of true, straightforward evil in the world of Spider-Man 2. Rather, we are presented with misguided, heartbroken and desperate people who have lost all sense of scale and responsibility. The moment when Doc Ock finally comes to his senses is all the more moving precisely because of how badly he has acted previously. That Parker/Spider-Man would give him a chance to act like the kind human being he once knew makes for a heartbreakingly beautiful moment. It exposes the film’s sincere belief in humanity, the spirit of community and forgiveness. It is not because people are weak that Spider-Man must fight crime (see: The Dark Knight), but because he is the single individual given the (super) power to stop those who have strayed too far to be saved by a simple act of kindness. He is here when the empathy of people such as the doomed Uncle Ben of the first film, and the second’s moral arbiter, the lovely Aunt May, fail to bring desperate people to their senses."

"The current status quo in the genre makes the absurdist, irreverent tone of 2004’s Spider-Man 2 seem all the more astonishing today. Most humor in the film draws on Peter Parker’s permanent status as a nerd – an awkward, nebbish presence outside of the famous costume. A naive man-child, Parker reacts to the series of brutal challenges he faces with a melancholic pout and a half-smile. His response to being repeatedly jostled in the street is an amused, embarrassed chuckle. The total lack of realism in Tobey Maguire’s career-defining performance places Raimi’s trilogy firmly in the realm of fantasy. There is no Actor’s Studio work being done here. Contrasted with more recent comic book fare, the thrill of a big action sequence is now perpetually dampened by an insistent awareness of disastrous consequences as embodied by the brooding of an Oscar winner, a shake of their head and an existential monologue."

"I was disappointed by the original "Spider-Man" (2002), and surprised to find this film working from the first frame. Sam Raimi, the director of both pictures, this time seems to know exactly what he should do, and never steps wrong in a film that effortlessly combines special effects and a human story, keeping its parallel plots alive and moving. One of the keys to the movie's success must be the contribution of novelist Michael Chabon to the screenplay; Chabon understands in his bones what comic books are, and why. His inspired 2000 novel The Amazing Adventures of Kavalier and Clay chronicles the birth of a 1940s comic book superhero and the young men who created him; he worked on the screen story that fed into Alvin Sargent's screenplay."

""Spider-Man 2" is the best superhero movie since the modern genre was launched with "Superman" (1978). It succeeds by being true to the insight that allowed Marvel Comics to upturn decades of comic-book tradition: Readers could identify more completely with heroes like themselves than with remote godlike paragons. Peter Parker was an insecure high school student, in grade trouble, inarticulate in love, unready to assume the responsibilities that came with his unexpected superpowers. It wasn't that Spider-Man could swing from skyscrapers that won over his readers; it was that he fretted about personal problems in the thought balloons above his Spidey face mask."

"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]"