Starring: Tobey Maguire, Kirsten Dunst, James Franco, Alfred Molina, Rosemary Harris, Donna Murphy
Release dates: June 30, 2004 (United States)
Running time: 127 minutes
Country: United States
Language: English
Budget: $200 million
Box office: $789 million
IMDb Rating: 7.4/10 (665K)
Two years have passed since the first Spider-Man film, and Peter Parker (played by Tobey Maguire) is still struggling to balance his life as a college student and his superhero alter-ego. As a freelance photographer for the Daily Bugle, he's having trouble making ends meet, and his academic performance is suffering due to his crime-fighting activities as Spider-Man. To make matters worse, he's fallen out with his best friend Harry Osborn (James Franco), who still blames Spider-Man for the death of his father, the Green Goblin (Willem Dafoe). But what hurts Peter the most is the distance that has grown between him and the love of his life, Mary Jane Watson (Kirsten Dunst).
One day, Harry, who heads up Oscorp's scientific research division, is sponsoring a fusion power project led by nuclear scientist Dr. Otto Octavius (Alfred Molina). Octavius befriends and mentors Peter, who he believes is talented but lazy. Octavius wears a harness that allows him to control four robotic arms, each with its artificial intelligence. During a public demonstration, the experiment goes wrong, and the unstable reactor kills Octavius' wife Rosalie (Donna Murphy). Peter transforms into Spider-Man and saves the day by shutting down the experiment and destroying Octavius' machine. Afterward, it's discovered that the harness is fused to Octavius' spine, and the inhibitor chip that prevented the arms from influencing his mind has been destroyed. When a team of doctors tries to remove the arms, they end up being killed by them. Horrified, Octavius is convinced by the arms to continue his research and blame Spider-Man for his wife's death.
Meanwhile, Peter is facing financial difficulties, and his Aunt May (Rosemary Harris) is in danger of losing her home. He suffers from temporary but recurring losses of his powers, making him vulnerable in dangerous situations. One day, he accompanies his aunt to a bank to request a loan to save her home. The loan officer (Joel McHale) rejects their request, and at that moment, Octavius arrives and robs the bank. Peter tries to stop him as Spider-Man, but his powers fail him, and Octavius takes May hostage. Peter rescues her, but Octavius escapes with the money.
Mary Jane achieves success in a Broadway show. Although she still has feelings for Peter, she has started a relationship with John Jameson, an astronaut and the son of Peter’s boss, J. Jonah Jameson. John and Mary Jane announce their engagement in public, causing Peter to be heartbroken. Later, Peter realizes that his powers have disappeared due to the emotional stress of balancing his life as both Peter and Spider-Man. Overwhelmed, Peter decides to quit being Spider-Man and throws his costume in the trash. The garbageman brings the suit to Jonah, who hangs it on his office wall.
Peter tries to return to a normal life, and his grades and attendance in college improve. He apologizes to Mary Jane for his behaviour, but she rejects him and says that she wants someone who can be there for her. Peter also helps his aunt May pack the house for sale and confesses his responsibility for Uncle Ben’s death. May is upset at first but eventually forgives Peter. Meanwhile, Peter becomes concerned about the increase in crime in New York City, which he still feels is his responsibility to stop.
In the meantime, Octavius rebuilds his machine but needs tritium to fuel it. He goes to Harry, his former partner, and demands it from him. Harry agrees to give him the isotope if Octavius brings Spider-Man to him. Octavius finds Peter at a café with Mary Jane and threatens to kill her if Peter doesn't bring Spider-Man to him. Peter's powers return, and he steals his costume back from the Daily Bugle building to go after Octavius.
Spider-Man and Octavius battle across the city skyline and along the top of a subway train. Octavius sabotages the train's controls, leaving Spider-Man to save the passengers. Spider-Man saves everyone and exhausts himself, losing his mask temporarily. The passengers promise not to reveal his identity. Octavius returns, captures Spider-Man, and delivers him to Harry, who plans to kill Spider-Man. Harry is shocked to learn that his best friend Peter is Spider-Man. Peter breaks free and convinces Harry to help him stop Octavius.
Peter finds Octavius’ lair, but the scientist is alerted to his presence by his arms. The two battle each other as the reactor begins to threaten the city. Mary Jane hangs helplessly nearby. Peter reveals his identity to Octavius and pleads with him to help stop the reaction. Octavius regains control of his arms and humanity, sacrificing himself to destroy the reactor by sinking it into the river. Mary Jane realizes Peter's duality and confesses her love for him. Peter confesses his love but explains that their relationship is too dangerous. Mary Jane runs away from her wedding to John and confesses her love to Peter. They share a kiss, but Peter has to leave to help as Spider-Man, leaving Mary Jane worried about his safety.
