Spider-Man 2
Spider-Man 2

Henry Jackson: Hi, Peter!
Peter Parker: Hey, Henry! You've grown tall.
May Parker: You'll never guess who he wants to be... Spider-Man!
Peter Parker: Why?
May Parker: He knows a hero when he sees one. Too few characters out there, flying around like that, saving old girls like me. And

Lord knows, kids like Henry need a hero. Courageous, self-sacrificing people. Setting examples for all of us. Everybody loves a hero. People line up for them, cheer them, scream their names. And years later, they'll tell how they stood in the rain for hours just to get a glimpse of the one who taught them how to hold on a second longer. I believe there's a hero in all of us, that keeps us honest,

gives us strength, makes us noble, and finally allows us to die with pride, even though sometimes we have to be steady, and give up the thing we want the most. Even our dreams.

Spider-Man 2
Spider-Man 2

Miss Brant: Boss, your wife's on the line, she said she lost her checkbook.
J. Jonah Jameson: Thanks for the good news!

Spider-Man 2
Spider-Man 2

Pizza 'Heist' Witness: Whoa... He just stole that guy's pizza!

Spider-Man 2
Spider-Man 2

[Spider-Man is unable to stop the reactor, so he turns to the only person who can help him...]
Spider-Man: Doctor Octavius!
[Doc Ock frowns puzzledy, He recognizes that voice - and as if to confirm it, Spider-Man removes his mask and reveals his identity...]
Peter Parker: We have to shut it down! Please tell me how!
Doc

Ock: Peter Parker...?Brilliant but lazy."
[He chuckles at this statement made by his old friend, now seeing its irony]
Peter Parker: Look at what's happening! We have to stop it!
Doc Ock: I can't stop it... I WON'T!
[He clamps a tentacle on Peter's neck and glares at him]
Peter Parker: You once spoke to

me about intelligence... you said it was a gift to be used for the greater good...
Doc Ock: A privilege...
Peter Parker: These things have turned you into something else... don't listen to THEM...
Doc Ock: It was my dream...
Peter Parker: Sometimes... to do what's right... we must be steady... and give

up the things we desire the most... even our dreams.
Doc Ock: You're right.
[a piece of wreckage gets sucked into the machine. Outside several cars are pulled towards the vortex]
Doc Ock: [to his arms] He's right...
[the tentacles click and whirl, strongly disagreeing with him]
Dr. Otto Octavius: Listen... listen

to me now! Listen to ME now!
[He finally acquires his sanity, and control over his tentacles. With a jerk, a tentacle lets go of Peter]
Peter Parker: Now... tell me how to stop it!
Dr. Otto Octavius: It can't be stopped. It's self-sustaining now.
Peter Parker: THINK!
Doc Ock: Unless... the river!

Drown it!
[Peter turns to leave, but a tentacle grips him once again...]
Dr. Otto Octavius: I'll do it.
[He heads towards his Frankenstein creation, pausing for a moment to look back at Peter. Peter meets his glance, and then sensing someone, looks behind him and sees Mary Jane...]

Spider-Man 2
Spider-Man 2

May Parker: We need a hero, couragous sacrificing people, setting examples for all of us. Everybody loves a hero, people line up for 'em, cheer for them, scream their names, and years later tell how they stood in the rain for hours just to get a glimpse of the one who told them to HOLD ON a second longer. I believe theres a hero in all of us, that keeps us honest, gives us

strength, makes us noble. And finally gets us to die with pride. Even though sometimes we have to be steady and give up the thing we want most, even our dreams.

Spider-Man 2
Spider-Man 2

[man steps into elevator. Spider-man is in the elevator]
Elevator Passenger: Cool Spidey outfit.
Spider-Man: Thanks.
Elevator Passenger: Where did you get it?
Spider-Man: I made it.
[pause]
Elevator Passenger: Looks uncomfortable...
Spider-Man:

Yeah, it's kind of itchy...
[pause]
Spider-Man: ...and it rides up in the crotch a little bit, too.

Spider-Man 2
Spider-Man 2

Peter Parker: [realizes he may have recovered his super-powers] I'm back! I'm back!
Peter Parker: [falls down on a car, moans] My back. My back...

Spider-Man 2
Spider-Man 2

Dr. Otto Octavius: Before we start, did anyone lose a bunch of twenties rolled up in a rubber band? Because we found the rubber band.
[slight laugh]
Dr. Otto Octavius: It's a terrible joke... But thank you for coming.

Spider-Man 2
Spider-Man 2

Rosalie Octavius: Peter, tell us about yourself. Do you have a girlfriend?
Peter Parker: Uh, well... I don't really know.
Dr. Otto Octavius: Well, shouldn't you know? Who would know?
Rosalie Octavius: Leave him alone. Maybe it's a secret love.
Dr. Otto Octavius: Love should never be a

secret. If you keep something as complicated as love stored up inside, it could make you sick.

Spider-Man 2
Spider-Man 2

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.

Spider-Man 2
Spider-Man 2

[brainstorming a catchy 'super-villain' nickname for Dr. Otto Octavius]
J. Jonah Jameson: What are we gonna call this guy?
Hoffman: 'Doctor Octopus'?
J. Jonah Jameson: That's crap.
Hoffman: 'Science Squid'?
J. Jonah Jameson: Crap.
Hoffman: 'Doctor

Strange'.
J. Jonah Jameson: That's pretty good.
[Hoffman looks proud]
J. Jonah Jameson: But it's taken! Wait, wait! I got it! 'Doctor Octopus'.
Hoffman: But... uh...
[gives up]
Hoffman: I like it.
J. Jonah Jameson: Of course you do. 'Doctor Octopus'. New villain in

town: 'Doc Ock'.
Hoffman: Genius.
J. Jonah Jameson: What, are you looking for a raise? Get out!

Spider-Man 2
Spider-Man 2

Peter Parker: Mr. Jameson, please, isn't there any of these shots you can use? I really need the money.
J. Jonah Jameson: Awww. Miss Brant?
Miss Brant: Yeah?
J. Jonah Jameson: Get me a violin.

Spider-Man 2
Spider-Man 2

Harry Osborn: Now... lets see who's behind the mask
[pulls off the mask to reveal Peter]
Harry Osborn: [stumbles backwards] Peter? No... it can't be.
Peter Parker: [gets up] Harry, where is she? He's got MJ!
Harry Osborn: No... all he wanted was the tritium.
Peter Parker:

Tritium? He's making the machine again. When he does, she'll die alone with half of New York, now where is he?
Harry Osborn: [pause] Peter... you killed my father.
Peter Parker: There are bigger things happening here than me and you.

Spider-Man 2
Spider-Man 2

J. Jonah Jameson: [John Jameson has just been left at the altar by Mary Jane] Call Debra.
Mrs. Jameson: The caterer?
J. Jonah Jameson: Tell her not to open the caviar.

Spider-Man 2
Spider-Man 2

Ben Parker: All the things that you've been thinking about, Peter... make me sad.
Peter Parker: Can't you understand? I'm in love with Mary Jane.
Ben Parker: You know I understand. But I thought you'd learned the meaning of responsibility.
Peter Parker: [sigh] You don't know how it feels.
Ben

Parker: Peter, all the times we've talked of honesty, fairness, justice, out of those times I counted on you to have the courage to take those dreams out into the world.
Peter Parker: I can't live your dreams anymore. I want a life of my own.
Ben Parker: You've been given a gift, Peter. With great power, comes great responsibility.

[pauses and holds out hand]
Ben Parker: Take my hand, son.
Peter Parker: [pause] No, Uncle Ben. I'm just Peter Parker. I'm Spider-Man... no more. No more.
[to himself]
Peter Parker: No more.

Spider-Man 2
Spider-Man 2

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

Peter Parker: [nods]

Spider-Man 2
Spider-Man 2

Amazed Kid: [after two kids see Peter use his "spider" reflexes] How'd you do that?
Peter Parker: Uh... Work out, plenty of rest. You know, eat your green vegetables.
Amazed Kid: That's what my mom is always saying. I just actually never believed her.

Spider-Man 2
Spider-Man 2

[about Spider-Man]
Harry Osborn: He humiliated me by touching me.

Spider-Man 2
Spider-Man 2

J. Jonah Jameson: I drove Spider-Man away. My god, he was a hero. Spider-Man truly was an asset to this city. He was...
J. Jonah Jameson: [a whooshing sound is heard and Jameson turns around - realizing that the Spider-Man costume is gone] ... a criminal! That's who he is! A burglar! He stole my suit! I want Spider-Man!
[sees an open window]

J. Jonah Jameson: I WANT SPIDER-MAN!

Spider-Man 2
Spider-Man 2

Peter Parker: I'm responsible...
May Parker: For what?
Peter Parker: For what happened to Uncle Ben...
May Parker: But, you were at the library, you were doing your homework.
Peter Parker: He drove me to the library, but I never went in.
May Parker: What do you

mean?
Peter Parker: [sobbing] I went someplace else, someplace where I thought I could win some money, to buy a car, because I wanted to impress Mary Jane. It happened so fast... I won the money, the guy wouldn't pay me, then he got robbed... the thief was running towards me... I could have stopped him, but I wanted to take revenge... I let him go, I let him get away. He

wanted a car, he tried to take Uncle Ben's. Uncle Ben said no... and then he shot him. Uncle Ben was killed that night for being the only one who did the right thing. I held his hand when he died... I've tried to tell you so many times...