Live-Action Spider-Man Retrospective Review: SPIDER-MAN 2 (2004)


Our Live-Action Retrospective Review proceeds to 2004 with Spider-Man 2. The following is my review of this film. I am making my own observations and subjective impressions here. I am not remotely commenting on everything inside the film or making any final word here.

Superhero comics are serialized entities. So on paper it shouldn’t be hard to make a sequel since there’s tons of material to sift and choose from. In practice it’s not as simple.

As mentioned in my review of Part 1, Spider-Man 1 compresses and distills 40 years worth of continuity. In narrative terms, it’s the first confrontation with Spider-Man and Green Goblin but on a deeper visual-cinematic level, it’s the entire Spider-Man and Goblin rivalry compressed into a two-hour film. Pre-MCU, that was how superhero films were approached. All this is to say that making a successful and effective superhero sequel isn’t easy. One has to simultaneously deliver “more of the same” (what worked in the first film), and also top the first film at the same time.


Batman Returns (1992) - IMDb

Tim Burton’s Batman (1989) much like Spider-Man 1 started with the superhero’s arch-enemy so in narrative terms the hero in his first superhero outing has faced off against his greatest foe. Sequels, by nature, are stuck with lowered stakes and yet have to meet an expectation to “top the first film” while working with a reduced toolbox.

Both Batman and Spider-Man are fortunate for having a deep bench of interesting villains. So for the second part, there’s no villain problem for them. Batman sequels as a rule tend to focus on new villains and you can make satisfying Batman stories focused entirely on them. When Burton was asked to do Batman Returns (1992), he essentially converted the sequel into a film with Michelle Pfeiffer’s Catwoman as a protagonist. Spider-Man differs from Batman in that Peter Parker and his supporting cast have in general been far more interesting and deeply drawn than his villains are. His best comics even when focused on the villains tend to be centered on his psychological experience of the story. One cannot simply hand over a Spider-Man sequel entirely to the villain the way you can with a Batman sequel. So this is the conundrum faced by the producers when they made Spider-Man 2. Make a sequel that delivers all the things in the first film while raising the ante and going bigger. Introducing a new villain but also keeping focus on Peter and his supporting cast, and continuing their story from the first movie at the same time.


Spider-Man 1 told a parallel origin story of a hero and a villain. With Spider-Man 2, the main character already had his origin complete. So the sequel has to do the second villain’s origin but cannot use the structure of the first film. The intricate parallels drawn between Norman and Peter in the first film through the use of associative montage isn’t used in Spider-Man 2. Instead the film uses an episodic slice-of-life structure with many scenes working as self-contained vignettes. The challenge of using an episodic style in a feature film is to generate a structure that holds everything.

The episodes of SM2 have a theme of control and balance, and this is echoed ironically in the hero and villain conflict. When Peter first meets Otto, he’s single and lovelorn and not able to balance his life while Otto is a happily married scientist who seems to “have it all”. By the end of the film, Otto is a disgraced scientist whose accidents have killed his wife, destroyed his reputation, led him to suicide, while Peter has entered a relationship with the love of his life on open fulfilling terms. So the two characters exchange positions by the end. The dynamic between Peter and Otto tells the same message as SM1 (don’t be fooled by outward forms of success) but does it differently. Norman was never a happy person whereas Otto genuinely was a happy and good person at the start. Otto represents balance and control that Peter aspires to because of how messy his life is, but Otto’s complacence led to a single action that destroyed his life far worse than Peter ever could.

Spider-Man 1 is about power. Spider-Man 2 is about control. Peter’s need for control over his life leads him to make a bigger mess of things. Otto’s belief that he has control over his life leads to an act of hubris. This need of control is also reflected in the film’s smaller moments with the supporting cast.

  • Jameson thinks that his campaign to drive away Spider-Man is something to be proud of but then the city’s crime rate goes up and people in his own life get affected and even he, in a moment of weakness, admits Spider-Man should be back (though when the menace returns and hijacks the costume trophy at the Bugle wall, Jameson is back to how we all like him).
  • Harry Osborn in Spider-Man 2 has taken over his father’s company and aspires to score higher profits than Dad, and he banks everything on Otto only for that experiment to backfire. As it does, Harry rants about being in charge, having control and money, only to be saved at the last moment by Spider-Man. For the rest of the film we see him spiral into an alcohol-fueled depression who drives away all of his friends and spends time by himself, until he collaborates with Doctor Octopus.
  • One scene with Mary Jane while she’s performing a play has her see Peter in the audience and on seeing Peter, she momentarily forgets her lines and has to be reminded offstage by assistant. The scene embodies the theme of control and how life, and most often love, upsets and unbalances people.

The theme of control allows for a diffuse structure where it can be played for comedy, drama, romance and action. To demonstrate the yearning for control you must first show characters at their most unbalanced.


Left – Buster Keaton.

A good part of the film in its first half is structured on comedic gags, brief scenes with visual and physical comedy. Tobey Maguire’s more than game in these scenes, effortlessly playing a straight man. His more passive and steadfast approach to the character, makes him a lot like Buster Keaton the silent comedian who was famous for being called the “Great Stoneface” and who embodied the working-man constantly solving problems around him, bearing life’s indignities with a straight face. Maguire’s big expressive eyes and face, looks very similar to Buster Keaton which more than a few have noted [2]. Raimi has often testified to Buster Keaton’s influence on all his films [3].

In moments like this one can appreciate Sam Raimi’s decision to eschew the interior monologue of the character in the comics. As in Spider-Man 1, the film opens with a voice-over (but doesn’t close with it) but mostly follows his POV . The way the film portrays Peter’s distresses and misfortunes, it would have slid far too much into “self-pity” if Maguire hadn’t portrayed Peter as anything other than the straight man stoically bearing life’s misfortunes and humiliations. The underplaying of the scene adds to the sympathetic cringe humor patented by Keaton and his descendants. This leads to a Spider-Man and a Peter who lacks the comics counterpart tendency for verbal humor and non-stop chatting. In fact it leads to the opposite since his Peter is a meek guy who listens more than he speaks, and his passivity is the cause of frustration both in his own life and for people around him. But it’s also played for gags multiple times.

Such as Peter trying to buy flowers for Mary Jane and ordering a large bouquet but on seeing the dough, the guy hands him a few flowers instead. My favorite of these brief gags is when Peter is at the party that announces Mary Jane’s engagement with Jameson’s son. After a tense conversation with Mary Jane who calls him out for his mixed messages and his discomfort for her moving on, which Tobey’s Peter bears stoically and quietly she walks away. Immediately we see Peter take a drink from a passing waiter, and take a sip only to realize its an empty glass. The gag works because one of the things about Spider-Man as a corporate character is a mandate that he never be shown drinking alcohol in any fictional representation [4].


The nature of these gags adds to the texture of the film and makes Spider-Man 2 perhaps the most dense superhero movie. The vignette style of the film means that Spider-Man 2 is filled with small cameos and scenes with passerbys and extras across the film.

This includes Mr. Aziz (Aasif Mandvi) Peter’s pizza-delivery boss who we sympathize with and understand, even if we know the real reasons why Peter couldn’t deliver the pizzas on time, saving two children from being run over. The kids likewise get a hilarious gag of the kids brightly calling him “Mr. Spider-Man” and Raimi’s direction and comedic timing is excellent with them. The “elevator guy” (Hal Sparks) who awkwardly banters with Spider-Man after he starts losing powers is also memorable. So Henry Jackson the little boy who helps Aunt May pack her things is memorable.

Some cameos, like Bruce Campbell’s bouncer at the theater have maybe gotten too much attention from the online meme factories for it to work in the context of the film anymore. and Campbell’s hamminess and overt mugging detracts from the moment. Mr. Ditkovich and his daughter Ursula have achieved meme status on the internet and tumblr (which has lessened their appeal to me somewhat, much in the case of Bruce Campbell).

Superhero comics and superhero movies generally don’t do much to disprove Green Goblin’s observation to Peter in Spider-Man 1 that the “teeming masses exist for the sole purpose of lifting the few exceptional people onto their shoulders”. The story might say at the end that the villain is wrong and there are performative moments that refute it (as at the end of Spider-Man 1 with the people on the bridge throwing trash at the goblin) but in practice most superhero movies do in fact center on the exceptional people.

While Spider-Man 2 isn’t without its performative schmaltz, the quiet vignettes and moments which populate the film do a great deal of building a sense of a wider world around the main characters. When Peter says at the end to Harry that this is about things bigger than both of them, the movie earns it because it’s established and weaved a tapestry around the characters. Raimi allows minor characters and cameos to make an impression even with the smallest of screentime. Even the supporting characters briefly seen in the first film, while not given greater screentime, still do a lot with their material.

Bill Nunn’s Joe Robertson has only the briefest of scenes and small windows of close-ups but he communicates a lot of insight, moral support, compassion and friendliness to Peter Parker and Spider-Man. Hinting perhaps that he has guessed his secret identity and is keeping quiet from his cantankerous boss, in accordance with an old fan theory that the character in the comics, who has always been a friend and ally to Peter Parker has known all along.


ATM Spiderman

Until Spider-Man 1 (2002), Doctor Octopus was far more famous and well known a supervillain among the general public (non-comics reading fans) than Green Goblin. He made appearances in three of the most famous comics featuring Spider-Man (Superman Vs. The Amazing Spider-Man, Secret Wars 1984, The Wedding Annual). More recent to the film’s release, he appeared as a villain in the 2000 Activision Spider-Man game. In comics, Doctor Octopus was the second most frequently appearing villain in the Lee-Ditko era and he was a character who was tied to major storylines such as being the founder and leader of the Sinister Six and the Master Planner. So he was a natural choice for the villain of the second film.

Doctor Octopus differs from Norman Osborn in being a chimera, a man-monster hybrid. Norman puts on a costume and becomes Green Goblin. Outwardly he’s a normal man and can pass as a regular person. Otto cannot do that. A nuclear physicist who created mechanical arms to handle radioactive material, an accident fused those arms on to his body. So Doctor Octopus cannot have a private life or pass for normal again, his four arms makes that an impossibility. He typifies Ditko’s general style, which is about generating odd and squiggly shapes, unusual silhouettes and distortion. Otto is an average sized man with arms that individually are taller than his body, and when those arms frame him, he creates an effect of being simultaneously short and tall, man and giant. Raimi captures this distortion quite faithfully:

ASM#4 Cover (DItko-Left)

With Doctor Octopus, Raimi essentially tells a monster movie in Spider-Man 2, the scientist who intends to do good but whose error costs him everything he holds dear and makes him an outcast who must live apart from society. So far so Frankenstein. As a character, Otto starts out having a perfect balance at the start in terms of life and career. Then he goes to the other extreme and loses a private life and personality entirely. He becomes an outcast who lives in an abandoned warehouse by the docks on the waterfront and is shunned from society and human contact, with his only company being the AI in his four tentacles with whom he holds conversations with.

Otto starts out representing an ideal for Peter Parker in terms of having a level of control over his life, and then he becomes an extreme cautionary tale of Peter cutting himself off human connection entirely, losing his personal life and entirely becoming consumed by his alter-ego, losing his humanity in the process. The ability of the film to oscillate this spectrum and have a horror concept echo the comedic vignettes is quite elegant. We see this in an early exchange when Peter has dinner with Otto and his wife Rosie. Peter raises doubts about the experiment’s safety leading Otto to be dismissive even if he ultimately, but briefly realized that Peter was right.

Rosie (Donna Murphy) then changes the subject to Peter’s love-life which leads Peter to essentially say the Pre-Facebook version of “It’s complicated” leading Otto to offer genuine insight into Peter’s problems:

The film’s romantic and adventure plot crosses over in this scene, with Otto ignoring Peter’s advice, and Peter ignoring Otto’s insight about how Peter repressing his need for love will make him sick, which happens when he loses his powers. So both hero and villain offer real advice to each other that had either listened to at the time, could have eased their difficulties which further drives home the theme of balance and control across the film.

Alfred Molina is excellent casting. Doctor Octopus by nature isn’t a very hard part to cast. A bowl haircut with a certain avoirdupois could get you a large pool of talented actors of a slightly older demographic. What Molina brings to Otto is warmth, wit, elegance with a certain (deserved) pride in his accomplishments. The first scene with the character really makes one like this guy and feel much like Peter does, that this guy has all the answers. So it becomes all the more shocking when he turns out to be completely wrong and tragic when he becomes a monster.


A lot of superhero stories in the classic era and well into the Marvel age are narrated from the point of view of the main character. That means that in general most characters who aren’t the hero and some supporting cast, only got backstories late into the continuity. With Spider-Man, the origins of the Lizard and his alter-ego Curt Connors (introduced as a supporting character in Raimi’s sequels) are related in the early Lee-Ditko era. Late in that run and in the early Romita era, Norman Osborn/Green Goblin was by far the villain whose psychology was given the most focus in the stories. Other Spider-Man villains like The Vulture got their backstories in the 1980s.

ASM#338 – Art by Erik Larsen

In the case of Doctor Octopus, the surprising part of it is that he got his backstory in 1993 in a story written by Tom Defalco in Spider-Man Unlimited #3, titled “An Obituary for Octopus” [5]. Surprising given how prominent he is as a character and how very late in publication history it arrived. This backstory was based on Defalco’s interpretation of Otto as a mirror of Peter. Before Defalco, for his first thirty years in publication history, Otto was never framed in the narrative as a mirror to Peter Parker. He was presented as a mad scientist, a conman, a gangster, and a terrorist at various points without any true deep motivations. In other words a pure villain. Doctor Octopus at various times in the narrative sought to control the criminal underworld, founded the first team of villains with the Sinister Six, fought gang wars with Hammerhead and the Owl, hijacked airplanes, threatened to destroy New York City with a neutron bomb. Otto was a cold-blooded operator who was fully capable of murdering innocent civilians to prove a point as in the Michelinie-Larsen “Return of the Sinister Six”.

To reiterate a point made in the first review, Raimi’s Spider-Man 2 isn’t “classical Spider-Man” in hewing as close as possible to the versions defined by Lee-Ditko. It draws ideas across the continuity, and in the case of Doctor Octopus from a revisionist backstory in the 1990s. When the screenwriters adapted Otto, they went through various versions before settling on the final version, which is different from Defalco’s version in that Otto isn’t a damaged person before transformation but a totally normal professional who is a good and decent man transformed into the villain. Yet Defalco’s subtext of Otto being a mirror to Peter is retained as is the idea of the accident warping Otto’s personality. In the case of the film, Otto controls his mechanical arms neurologically with an artificial intelligence that he dampens with an inhibitor chip. The accident and the trauma ruined the inhibitor chip activating the AI who in turn warp Otto’s personality, and so the puppets control the puppeteer using the same strings.

Once the AI take over, we see Doctor Octopus go through various aspects of his classic version. Otto in his first story woke up in a hospital after transformation. Later on, during “The Owl/Octopus War he attacked a hospital and threatened to kill health professionals. In order to sell Otto or his AI tentacles as a threat, the only time Raimi shows Doctor Octopus killing people is the scene in the hospital where he wakes up which has been described as “horror short film” inside Spider-Man 2 [6]. In order to frame Otto as both sympathetic and a dangerous threat at the same time, Raimi has the AI take responsibility for murdering an entire room of medical personnel. The violence is restricted to PG-13 so the effect of metallic robotic arms bludgeoning people to death multiple times is left to the imagination but that adds to the horror.

Later, when he robs the bank while dressed in 1940s hat and trenchcoat, looking every inch the gangster scientist. We see the terrorist Octopus in the scene on the train, complete with another round of 9/11 subtext schmaltz (including a word for word retread of “if you want Spider-Man you have to go through us”). In effect, Raimi plucks images from different incarnations of Doctor Octopus across the publication history, so what we see in the film is not the first battle with Otto but all battles.

The most iconic Doctor Octopus story in the Lee-Ditko era is the Master-Planner Saga which has Otto live on an underwater base. In the film, it’s an abandoned warehouse by the waterfront, and during the final battle, Peter dunks Otto underwater a few times. Likewise, Raimi quotes and borrows the most famous image of that comic, of Peter lifting several tons of debris by holding it and protecting Mary Jane.

This image has an empty alt attribute; its file name is image-104.png

The plot of the tritium experiment with Otto deciding to hustle Harry Osborn echoes The Owl/Octopus War, where he hustled Kingpin for material to build a neutron bomb that will destroy the city.

Speaking of Kingpin, the other comic selected for adaptation is the story where Fisk made his first appearance.


Spider-Man No More — Chuck Jones Gallery Holiday Catalog 2021
ASM#50 – John Romita Sr.

Amazing Spider-Man #50-52 is one of the most famous Spider-Man stories. The plot has Peter struggling with his life and so he decides to quit being Spider-Man. He tosses away his costume and mask in the trash and walks away. A passerby finds the costume in the trash and brings it to the Daily Bugle where Jameson buoyed at this information plasters the headline for the world to see. The news of Spider-Man quitting leads Kingpin to make a play to dominate the underworld. Meanwhile Peter runs into a passerby in trouble and intervenes and on realizing that he resembles his Uncle Ben, Peter realizes why he joined as Spider-Man in the first place and so comes back as Spider-Man and battles the Kingpin. There’s been full explorations of the differences in adapting ASM#50 made by Spider-Man 2 in the video link below [7]. I have previously commented on the story here.

In adapting this story, Raimi removed the Kingpin, by that time established as a Daredevil villain (and appearing on screen in the 2003 film played by Michael Clarke Duncan). The main elements he chose is Peter quitting, the Bugle making a headline out of it. He also borrowed the famous splash page from the comic, which has been much homaged and imitated. The way Raimi stages this scene of Peter dropping his costume in the trash and walking away with the scene slowly fading until the whites of the Spider-Man mask are all we see is an object example of the subtle differences between comics artwork and live-action staging of scenes. How even when a director goes for a direct tableau effect there’s still some visual poetry that comes entirely with moving pictures and changes in lighting that cannot really be done on page.

In “Spider-Man No More”, 616 Peter Parker with his web-shooters and web-fluid at the full height of his powers makes a conscious desire to quit being a hero for the sake of “me time”. In Spider-Man 2 Peter slowly starts losing his powers gradually over the course of the film. The reasons for the loss are psychosomatic rather than physical (i.e. a comic book power-dampener). The addition of “organic webbing” over mechanical shooters leads to the obvious symbolism of Spider-Man failing to shoot webs as a metaphor for impotence writes itself.

In place of the conscious choice made by 616 Peter to quit you have in the Raimi film, a more intricate and passive-aggressive story of repression, guilt, loneliness.


Tobey Maguire’s Peter is for the most part a stoic, passive and repressed interpretation of the character. Without access to Peter’s thought bubbles and internal monologues as in the comics, with the live-action film forgoing a running voiceover; this is a plausible interpretation of how Peter would be seen and understood by the people around him. Someone who is trapped in his head, who’s unreliable, who as Mary Jane says in SM-1 “hunches” when he shouldn’t. He’s also passive and meek and constantly seeks advice and guidance from people around him and as such allows people, like his “friend” Harry Osborn to essentially use (and abuse) him because he doesn’t speak up and opens about how he feels, or sets up proper boundaries.

The passivity of Tobey’s Peter helps make him a relatable universal protagonist of a blockbuster film, someone audiences can easily project and inhabit. Maguire’s performance effortlessly carries the film with his eye movements and body gestures helping to convey deeper meaning than the dialogue. It helps with his aptitude for physical comedy even if that comes at the expense of the comics!character gift for verbal comedy which we see very short supply of in both Spider-Man 1 and the sequel. The decision to establish a connection between Peter Parker and Otto before the latter’s transformation also makes it awkward and unrealistic for Spider-Man to insult and mock a kindly mentor-scientist who is clearly not in his right mind. So in Spider-Man 2 we only ever have one reference to Doctor Octopus and “Doc Ock” and its by Jameson sardonically coming up with wry headlines, not exactly someone whose sympathies are aligned with the audience. Whereas in Spider-Man 1, after Jameson creates the moniker “Green Goblin”, Spider-Man refers to “Gobby” and “Goblin” for the rest of the film since until the end, Peter doesn’t know the latter’s secret identity.

Peter’s passivity is apparent in his relationship with Mary Jane Watson who expressed her feelings for him at the end of the last film and who he remains friendly with even if she’s constantly giving him “signals” to make the next move. Maguire’s performance effortlessly conveys the character’s transparency where Dunst’s MJ can clearly tell he’s in love with her and sending “mixed signals” to her but leaving her confused and guilty. When she starts a relationship with John Jameson, Peter barely conceals his jealousy but leaves it unexpressed until he tries to start her while she’s engaged leading her to call him out for never making the first move.

As a character, Peter is reactive. The movie’s dream-vision where he interacts with Uncle Ben’s ghost memory more or less argues that he feels he’s being Spider-Man by following his Uncle’s advice. At the same time, Peter is too passive to quit outright and take a break like his 616 counterpart. So it takes his body to shutdown his powers in response to the great stress (real and self-imposed) that accumulates over him.


A character who constantly stresses about his lack of control and balance in his life, and who is also very passive, is going to seek out advice from other people to decide what he should do and how he should live. One of the most under-remarked aspects of Raimi’s trilogy in terms of representing the comics is that his films effortlessly stage characters reaching conclusions that in the actual dramatic moment are plausible for them to do and feels like the conventional ‘right thing’ but in fact turn out to be mistakes. This continues with Spider-Man 2 where ‘right seeming advice’ is the biggest cause for melodramatic confusion throughout the film.

At the end of Spider-Man 1, Peter decides to follow Norman Osborn’s advice of “don’t tell Harry” and also rebuffs Mary Jane’s affections feeling he can’t be Spider-Man and be with her at the same time. The way SM-1 staged it, dramatically it felt right but in practice those turned out to be mistakes. Peter repressing and rebuffing MJ leads to him short-circuiting his powers as a result of which people die (such as the person in the burning building Peter couldn’t save). Not telling Harry the truth leads him to drift into alcoholism, act out on his friends, develop a hypocritical fixation of upholding the legacy of a father who never loved him, and in the process collaborating with Otto’s experiment leading to his transformation into Doctor Octopus.

“Right-seeming advice” is played for both gags and drama throughout the film.

  • We mentioned above Otto and Peter talking past each other and unintentionally foreshadowing each other’s problems, with Otto’s experiment blowing up just as Peter expressed doubts about, while Otto warned Peter about making himself sick by denying himself love. Both ignore each other’s warnings and advice. A more funny moment is Otto suggesting Peter impress Mary Jane by spouting poetry. Advice which leads Peter to read up W. B. Yeats and then in the middle of an argument Peter spouts off poetry only to infuriate her. This gag sets up the theme of the advice people following not being the best while the real advice is often ignored.

  • Peter himself struggles to interpret “With Great Power Comes Great Responsibility” which Ben in SM1 intended as a general life guidance rather than a superhero oath, but in Peter’s dream-sequence in SM2 that is how Ben’s phantom is presented as framing it. So Peter struggles with his own advice and his own rigid interpretation of it.

  • The sequence where Peter decides to quit being Spider-Man has him visit a doctor to do a routine check-up. The doctor is a decent guy who even acts as an unpaid therapist wondering if Peter’s problems are psychosomatic. Peter tells him the classic “a dream of a friend of mind where he’s Spider-Man” and the doctor tells him that perhaps it’s wish-fulfillment. Which has an echo (unintentional I think) to the famous bit in Watchmen of the doctor advising Pagliacci to see Pagliacci, here telling Spider-Man that perhaps he merely wishes to be Spider-Man.

  • Peter’s own advice to MJ avoiding him because of him being Spider-Man is called into question because Peter is well known for being Spider-Man’s photographer and Mary Jane gets targeted and kidnapped by Doctor Octopus for associating with him. She doesn’t bring this up at the end, because it would kill the mood, but the irony escapes him.

In perhaps the film’s dramatic centerpiece, Peter confesses to Aunt May his guilt about not stopping the burglar who killed Uncle Ben. He makes the confession after he quits being Spider-Man because he’s tired of seeing his Aunt blame herself for Ben’s passing. The scene is staged and performed in a way that could it belong in any kitchen-sink realistic drama and for a moment we forget we are watching comic book characters as both Rosemary Harris and Maguire sell the scene, underplaying it the right amount.

The scene right after this, with Aunt May giving a heroic speech does feel comic-book-ish, with Aunt May talking about people’s need for a hero saying: “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.” Peter quotes this nostrum to Otto at the climactic fight to get him to snap out of being a villain, insisting that Otto be a hero and give up on the experiment that cost him everything because it represented his dream. And Peter believes he has to sacrifice his dreams to be a hero, which he declares to Mary Jane at the end. The scene with Harris feels like the film’s big thesis statement, and it’s played to the hilt and yet even Aunt May’s advice, yes Aunt May, gives out advice and ideas that are hard to follow.


Overall it was great because I could make this large studio picture and still make my own personal drama about the character and his love story at the centre of it – very much as I would for an independent picture. That’s why I’m so happy. Because if Peter Parker, without Spider-Man, had been an independent picture – just a love story with Mary Jane Watson – I don’t know that I would have changed anything.

Sam Raimi [8]

Raimi’s Spider-Man 1 and 2 is a love story and it privileges a romantic melodrama of “boy meets girl” and the love story is intricately tied to the film’s themes, characters, and motivations. Today people have pushed back on the idea of the female love interest and the traditional conception of the heterosexual romance and certainly there have been a fair few criticisms of the romance in the Raimi movies and it’s wholehearted embrace of it. There’s the criticism of how little the film presents MJ’s POV, how she’s often reduced as a damsel, how it doesn’t reflect the original nature of the romance in the serialized continuity.

But I think it’s useful to put things in context. The plot of Spider-Man 2 of the hero losing his powers because he sees it as the only way to be with the woman he loves is similar to Superman II (1980). In the first Superman movie, Clark disobeys his father and turns back time to revive Lois because his human feelings for her overwhelm his objective alien purpose (or something). In the sequel he gives up powers to be with her but then has to lapse back to fight Zod, and then he erases her memories and continues to be Superman. The Batman movies from Burton and Schumacher generally have Bruce Wayne as James Bond moving from one interchangeable love-interest to another, with the exception of Pfeiffer’s Catwoman who more or less dumped him. Whatever its shortcomings, the Raimi films portrayed romance as far more healthy and natural than the films before it which generally couldn’t imagine women and relationships as intricately tied to an adventure-action film. Women represent the end of fantasy and pleasure and the ideal is either superhero monastery (Superman) or superhero bachelorhood (Batman).

Throughout the film Peter gradually loses his powers mostly because of his angst about Mary Jane who he both wants but also wants to keep away to protect her. His constant repression and commitment to the superhero monk ideal leads to metaphorical impotence (his web-fluid running out). In the middle-part of the film, Peter decides he should be Spider-Man again but his powers don’t activate. The threat of a burning building (in an echo of SM1’s scene with the third Goblin fight) doesn’t inspire Peter to subconsciously activate his Spider-Powers (which raises ethical questions I will get to later). After Aunt May’s big speech about being a hero, we see Peter (in a conscious echo of SM1’s ‘training scenes’ once again activating his powers leading to the funny “I’m back…My back” punchline). What inspires Peter to get his powers back is when Otto kidnaps Mary Jane. Love for Mary Jane, more than Aunt May’s advice, doctor’s advice, a burning building with random civilians (!) inspires Peter to become Spider-Man again.

Unlike Superman II and the Batman movies which argue that the “mission” is more important than romance, Spider-Man makes the opposite case. It’s love that drives and inspires Spider-Man. As Otto says at the start “Love Should Never Be A Secret” and love kept within would lead to sickness. At the end of the film, Mary Jane reiterates the need for love saying it’s “wrong to be half-alive, half-ourselves” and that while there are risks she wants to make the decision to face it with Peter.

So a movie about power and balance, and the need for control, makes a case for love a force that is always uncontrollable and which can’t ever be balanced. There’s a lot of schmaltz in Spider-Man 2 but the final scene between Peter/MJ is absolutely true and a realization of the film’s themes even if the lead-up to that isn’t most convincing.


A major problem with Spider-Man 2‘s episodic structure is that the film’s finale (leaving aside the final scene) is especially weak and unsatisfying on a plot and character level because so much of the film is about the step-by-step moment-by-moment character interactions. While not without flaws, the strength of Spider-Man 2 is everything in the film before the cafe scene where Otto kidnaps Mary Jane to right before the final scene. In-between that are several inconsistencies and incoherent elements that don’t really serve the characters well. Though as spectacle it’s quite entertaining.

The train sequence is a tour-de-force in VFX and action. Outside of the final fight in SM1, it blows past the rest of the first film on every level and it’s the highpoint of all live-action Spider-Man action scenes. It’s also a scene that in terms of scale overwhelms the actual climax of the film — the fight at the waterfront which while having key character moments is nothing impressive. A scene that big should have been the true climax on a character and thematic level. The entire train sequence is an effective vignette and episode in the context of the film, and it’s essentially self-contained with little thematic and narrative coherence to the rest of the film. Peter unmasking as Spider-Man to stop the train, the passengers swearing to keep it secret, has no consequences. Is the message supposed to be that people would accept Spider-Man if he revealed his identity? As schmaltz, it’s effective, as narrative it’s incoherent. The 9/11 subtext complete with a rote quotation from the previous film’s dunking on Goblin scene, feels a bit too much. What was charming in 2002, by 2004 (during the Iraq War), feels cloying and unbelievable.

The damsel-in-distress trope is dated and bad for several reasons. At the same time, in Spider-Man 1 Norman kidnapping MJ for the finale had proper buildup and it makes sense for the characters to do that and be in that situation. That doesn’t at all apply in Spider-Man 2, where Octopus kidnaps MJ because “AI is evil”. The stated goal is to use Peter to get Spider-Man and kidnapping MJ to force that, but he keeps MJ kidnapped and tied to a post even after delivering Spider-Man to Harry, when there’s no reason to do that. There’s vague muttering from Octopus about MJ bringing the police to stop him but he could have simply kidnapped her and kept her somewhere else or tied a blindfold and released her elsewhere. It makes little sense.

On a character level, at the end of Spider-Man 1, we saw Mary Jane clearly suspect that Peter was Spider-Man and recognized Peter’s kiss from the previous scene. In one of the few scenes from MJ’s POV we have her kiss her fiancee upside down while he’s lying down on a sofa and then at the cafe scene when Peter again lies to her about his feelings she asks him to kiss her and right as they are about to Ock attacks. So we have a set-up for Mary Jane to guess Peter’s identity at the end of SM1, scenes of her puzzling it out, and then nothing. MJ learns her identity when Peter randomly unmasks himself in the film’s climax. The weak acknowledgement that “I always knew” feels like a ghost of the climax of her character arc. The lack of personal discovery and initiative in figuring out Peter’s identity by herself, deprives Dunst’s MJ of an effective serialized character development and the absence of that does undercut the lead to the film’s final scene.


Spider-Man 2 is a dense film with a poorly constructed climax and it’s a narrative in the style of melodrama which functions on extreme emotional contrasts. This occasionally causes problems with its cohesiveness to represent Spider-Man as a workable fiction.

In the case of Doctor Octopus, the entire plot is that his evil turn is dictated by AI and that implies being manipulated by a machine. At the same time once Otto gets transformed by his machine, he essentially acts like the comics!Octopus. There’s not much explanation as to why an AI would lead Otto to dress up as a gangster with fedora and longcoat, or why the AI would lead Otto to smoke a cigar with standard “evil guy” affect. As mentioned above, his decision to kidnap MJ makes little sense other than “bad guy now deal with it”. In SM1, the concept of Norman having a split personality with the Goblin has some grounding in the Lee-Romita comics and even then it’s fairly clear that Norman was never really a good person (on account of how Harry’s upbringing). Molina’s Otto though is a good person and the scenes of him before the transformation have no consistency or hint with his Octopus persona, and there’s really not much room to impose a subtext of Octopus as Otto’s repressed evil self.

In the case of Peter, Tobey’s interpretation of him as a passive but decent and kind person runs into issues with the loss of powers being psychosomatic. Ethically, it’s a little suspect that Peter’s powers don’t activate when he has to save random civilians from a burning building. In ASM#50, 616 Peter returns as Spider-Man to save a random civilian’s life. In the case of Peter, he wishes to become a superhero and act heroically again but his powers only come back when he has to save Mary Jane, as romantic melodrama it’s moving and emotional, but it also makes the hero comes across as unintentionally and unthinkingly selfish. The lack of true selflessness also makes the train sequence come off as unearned. In that scene, we see the passengers raising Peter and passing his body with faint Christlike echoes, and the Spider-Man in that scene isn’t the character in this story, it’s the Spider-Man of Macy’s Thanksgiving Parade, the New York Mascot. The scene and moment has no follow-up and it’s got no bearing on the main heart of the film and central motivation of the character.

Spider-Man 1 ended with MJ rebuffed by Peter but having feelings for him and suspecting he’s Spider-Man. We get no culmination for her character arc since her learning of Peter’s identity is so random at the end. Much like Peter, ethically her character is pretty suspect using Jameson’s kid as a prop for making Peter own up his feelings to her. As melodrama, MJ walking out of being an astronaut’s trophy wife to standing in the doorway of the peasant Peter’s ramshackle apartment is intended to be selfless, and an act of true love. But it also means that Jameson’s kid is shuffled in the thankless role of being an objectively good boyfriend who the narrative logic of the film stiffs for the sake of the main protagonist getting a happy ending. The fact that this never gets brought up again in part 3 shows how shallow this plot element is since it again frames Mary Jane as entirely determined by her choice of suitors and once again repeats her rejection of a wealthy suitor for a poor one at the end of SM1, doing a lame retread rather than actually investing in her POV.


Goodbye Otto, see you again in a week’s time.

Spider-Man 2 is often considered the best live-action Spider-Man movie. I have never shared that opinion but after revisiting the film for this review, I can understand why people feel this way, even if I still feel the film’s flaws and weaknesses hold it back. Visually Spider-Man 2 is a leap ahead of the first film in action and special effects. Individual set-pieces such as Doctor Octopus’ transformation in the hospital is brilliant and the actual fights between Spider-Man and Doctor Octopus at multiple points in the film (save the climax) is a great spectacle.

The film’s episodic structure and slice-of-life look at being a hero hasn’t showed up again in other films and it’s worth taking notes from. The film’s final scene is likewise a romantic high-point on par with Matt Fraction/Salvador Larrocca’s To Have and to Hold. So I feel far more positive about Spider-Man 2 on revisit and more appreciative.

Next, we’ll look at the series’ third part.



  1. Spider-Man 1. Box Office Mojo.
    Blade 1. Box Office Mojo
    X-men 1. Box Office Mojo
    Batman and Robin. The Numbers.

  2. “Sam Raimi’s Spider-Man 2 (2004)” Petrified Fountain of Thought. Saturday, April 2, 2011

  3. “Sam Raimi Season: ‘Army Of Darkness’ (1992)by Daniel Sarath “. Best in Film

  4. Brian Cronin. “Comic Legends: Is Spider-Man Seriously Not Allowed to Drink Beer?” CBR. Mar 23, 2018

  5. “Spider-Man Unlimited #3” Review. Supermegamonkey‘s Marvel Chronology.

  6. “The Horror Short Film Inside Spider-Man 2″ Nerdwriter1. Sept 30, 2021.

  7. “I’ve changed my mind on Spider-Man 2”. Implicitly Pretentious. Sep 5, 2021






3 thoughts on “Live-Action Spider-Man Retrospective Review: SPIDER-MAN 2 (2004)

  1. Ah, the next installment in this series arrives and faster than I thought it would be. To me Spider-Man 2 is incredibly overrated and it’s a downright terrible movie. This trilogy keeps getting progressively worse with each new entry.

    1 Peter in this continuity is very lackluster in comparison to his comic book counterpart. He doesn’t quip that much and while you do bring up the fact that it may not have made much sense in this context since they went with a sympathetic Doc Ock, but they went in the opposite extreme. He’s just so meek. It’s even stranger that when he first got his powers and before his uncle’s death, he seemed more willing to quip. However, when Peter realizes he was responsible for his uncle’s, it’s like whatever confidence, enhanced spirit, wit, and overall “oomph” he gained was almost completely taken away from him.

    I’m also still confused as to why Peter loses his powers. Why would powers from genetically altered genes fail him because of emotional problems? If Peter’s powers are tied to his emotional state, then shouldn’t they have gone away after Peter discovers that he’s responsible for his uncle’s death or when he decides not to be with Mary Jane at the end of the first movie? The powers just fade away for plot convenience purposes.

    This movie also goes out of it’s way to undermine Peter’s intelligence. Peter decides that the best way to regain his powers is to jump off a freaking six story building! Instead of doing something smaller and not life threatening checking his organic webbing or trying to climb the walls of his room in his apartment, he does something that could have very well killed him. It’s hard for me to consider a character a genius when you really don’t show him doing something like building something the average person couldn’t make and have him make monumentally stupid decisions like this.

    What also makes this version of Peter even worse, is that he comes across as a jerk in this movie. After Harry’s drunken breakdown, Peter really doesn’t make an effort to get Harry out of his obsession with hating Spider-Man, or tell him about his father being the Green Goblin. Aunt May is still financially screwed and even after losing his powers, Peter didn’t really do that much to help. This doesn’t really come up in the next movie since it’s just forgotten after this. Also, Peter at one point smiles pretty happily while police are chasing some criminals while the song “Raindrops Keep Fallin’ on My Head” is playing. When Peter sees someone being mugged he doesn’t interfere at all like his comic book counterpart did or do something else like call the police, and when he hears that there was a kid who died in a fire that still doesn’t motivate him back to the role of hero. What finally gives Peter the motivation to become Spider-Man again is when Mary Jane Watson is kidnapped. It’s like other people’s lives don’t really matter or have that much of an effect on him unless Mary Jane gets involved.

    2 Speaking of Mary Jane Watson, this version of her is a jerk as well. She really doesn’t have much sympathy for Peter. He actually does have plenty of reasons as to why he wouldn’t be able to see her performances. He has two jobs (one of which he got fired from), he’s attending college, and while MJ doesn’t know he’s Spider-Man, Peter has the excuse of having to take pictures of Spider-Man for money.

    Also, MJ treats John Jameson very horribly in this movie. She seems to have gotten into a relationship with him to make Peter jealous. She keeps making eyes at Peter while still with John. What’s even worse that after apparently agreeing to marry him, she doesn’t even break up with him in person utterly and publicly humiliating him which is treated pretty humorously with his father’s reaction to it. No wonder why people don’t really like this version of Mary Jane Watson and were pairing Peter with someone else like Ursula Ditkovitch. From what little screen time Ursula had, she proved to be far more likeable than the intended love interest!

    3 Doctor Octopus is portrayed pretty poorly in this movie as well. I don’t think there’s anything wrong with the actor they chose, but rather how he’s written. First, they made some big changes to his origin. The sympathetic backstory they gave him here makes him more similar to the Lizard. I’ve heard that the Lizard was going to be the villain of Spider-Man 2, but they switched it to Doc Ock. They should have stuck with the original choice. If you’re going to make a big change to your script, you can’t just swap out such a prominent character like this with another without making a lot of other adjustments. In a way they screwed over the Lizard too. If they were ever to adapt him in this continuity, they would have to make some changes to avoid repeating the sympathetic scientist angle or keep his original comic book aspects, but the run of risk of your audience saying that he’s redundant.

    I would have preferred it had they stuck with Doc Ock being a cold scientist with an arrogant streak. Trying to make him sympathetic comes across as more forced than it would naturally come with the Lizard. Curt Connors is naturally more sympathetic since he’s missing a limb. However, this version of Doc Ock, is trying to prove a point and doesn’t listen to some crucial advice. What hurts Doc Ock’s sympathy factor is his stupidity and juxtaposition with his attitude after the accident.

    A big point in stupidity is giving Doc Ock’s tentacles AI. Sure there’s an inhibitor chip to prevent them from taking over, but that leads to another logic problem that isn’t present with other versions of the character. Why does Otto even bother attaching the arms to him if the arms have an AI? Otto doesn’t have to attach them to his body to direct them since they can think. I’m sure he could have built some other type of restraining device to prevent them from going out of control. Heck, those tentacles can act by themselves with Otto unconscious. Otto also makes an incredibly stupid decision with that sun he’s making. While he made his tentacles immune to heat and magnetism, he didn’t take into account that a miniature sun would have a magnetic field and a gravity well that gets the other metal objects the people viewing his experiment are wearing. This man is said to be a genius by the way.

    Also, what is Doc Ock’s plan in the aftermath of the accident? He tries to prove that his experiment works again? Okay then, what’s next after that? Who’s going to support him? Doc Ock’s a criminal now. What sort of logic is he or the AI tentacles operating on? Speaking of being a criminal, the story does a big shift on his character. In the aftermath of his accident, despite fawning over his wife previously, Doc Ock only really gives like one brief mention of Rosie before shifting into a new personality that’s more along the lines of traditional comic book Doc Ock. He’s cracking jokes, kidnapping people, and almost seems to forget about his wife. I think they try to explain the shift of his personality is the fault of the tentacles, but it comes across as a pathetic attempt at making him sympathetic and takes away responsibility for his actions. It’s jarring compared to his previous self and not in the way the people behind this movie intended. The more I think about this, the less sympathetic this version of Doc Ock is. They should have really just stuck to using the Lizard. A man undergoing radical shifts in biology is far more sympathetic than saying “the AI tentacles made me do it.” Becoming a werelizard does more to explain one’s change in behavior as well as shift in personality than artificial sentient tentacles that didn’t even have to be attached to you in the first place! There’s a sentence you don’t here too often.

    4 Lastly, the big problem Peter faces in Spider-Man 2 is only solved because Sam Raimi suddenly decided it should be. Peter really can’t balance his civilian life with his hero activities, and it’s not a problem by the end of the movie since… it’s just not a problem now apparently. Peter doesn’t make any changes or sacrifices, and the only thing new is that MJ now knows Peter’s identity, but that was only revealed as a result of Peter’s battle with Doc Ock. It’s not like Peter himself decided to tell MJ his secret identity. With Peter’s attitude change at the end of the movie, there’s suddenly more hours in the day. Heck, by the next movie, he balances his life just fine now. You shoot your hero’s development in the foot if you just decide to arbitrarily decide when he has problems and what is causing them.

    Liked by 1 person

    1. Thanks for your great detailed response John.

      With regards to specific points.

      1) As I said Raimi and Maguire’s interpretation of Peter is just that, an interpretation. It’s not really totally faithful to the character in many aspects. But for me as an interpretation it’s enjoyable and it has its charms. I did mention that there are a lot of ethical contradictions between Peter as the film wants us to think and some of his subconscious actions.

      2) I think you are overestimating the Ursula fandom, lol. As for her needing to be more sympathetic to Peter, yes Peter has these multiple jobs but he’s also getting fired off them as well. You can explain the rest on account of her being a little Tsundere for Peter.

      3) You are right that Otto is too much like Connors and yeah they made things harder for Connors when he was cast, but that’s a story for tomorrow. And yeah the whole issue of the AI tentacles becoming a cliche supervillain is a bit hard to reconcile with the fiction of things.

      4) Your final point is Interesting in that at the end Peter hasn’t solved his problems or developed out of his passivity. I think the message of the film is that finding a balance is inherently a mug’s game. You look at Otto he had it balanced at the start but then one day he made a mistake and suddenly it went totally wrong. Peter doesn’t become less passive at the end and he hasn’t found balance. So that’s true. The point is that Peter opened himself to love and let it go for his mission, but then love found its way. The movie does say at the end that “love is the answer” and that’s the real balance in life. Indirectly the story is also saying maybe we shouldn’t judge people so harshly for not balancing their lives because it’s not like people who have it figured out don’t have problems.

      That’s how I see it.

      Liked by 1 person

  2. Peter losing his powers is a contrivance but I think believable enough. I think considering Peter and Mary Jane to be jerks is pretty harsh, I’m not sure what Peter could or should do to help May or Harry (and I think him telling Harry the truth about Normal would actually probably be, while personally beneficial to Peter if Harry forgives Spider-Man, pretty harmful to Harry).

    I believe the filmmakers did initially considered having both Dr. Octopus and the Lizard as villains in the film, that would have allowed both characters to be close to the comic book versions but would have also made the film a lot more busy and probably with a lot less time and focus on Peter, having a version of Dr. Octopus with some aspects of the comics Lizard and clear parallels with Peter (as Jack mentioned an aspect already explored by DeFalco in the comics) was a much better choice.

    Peter not “solving” his problems of balance, just deciding that it’s better to continue being Spider-Man despite the costs, to me feels refreshing as does Mary Jane then being the one to argue that he can and should try to have both a hero and meaningful normal/romantic life.

    Liked by 1 person

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