Taglines

  • Choice
  • Sacrifice
  • Destiny
  • Take Another Spin In IMAX
  • There's a hero in all of us.
  • This summer a man will face his destiny. A hero will be revealed

Trivia

  • One of the headstones in the background of the graveyard scene contains the name of Production Designer Neil Spisak.
  • The man who stops Peter from entering Mary Jane's play (Bruce Campbell) was also the wrestling announcer in Spiderman (2002).
  • Stan Lee originally filmed the cameo of the man who shouts: "Hey, Spider-Man stole that guy's pizza!" But because of problems with the shot it was re-filmed with another actor, and Lee was given a different (but heroic) cameo.
  • According to Alfred Molina, the stunt team would often trick him into performing a stunt.
  • Similarities to Superman II (1980): *Lex Luthor, who Superman defeated in the previous film, returns to make an alliance with the new villain, General Zod. Harry Osborn; son of the Green Goblin who Spider-Man defeated in the previous film, makes an alliance with Doctor Octopus. *Superman gives up his powers so he can pursue a relationship with Lois Lane. Peter Parker gives up being Spider-Man to pursue a relationship with Mary Jane. He later loses his powers. *Clark Kent has to get his powers back to fight General Zod and save Lois Lane. Peter Parker has to get his back to fight Octavius and save Mary Jane. *Lois Lane discovers Superman's secret identity. Mary Jane discovers Spider-Man's secret identity. Peter Parker and Clark Kent also both work for major newspapers.
  • The original title for this second spin was "The Amazing Spider-Man", a title eventually used when the series was rebooted in The Amazing Spider-Man (2012).
  • When Peter flips over an oncoming car, Tobey Maguire performed the stunt himself. A stuntman also performed it, but Sam Raimi thought Maguire's looked more natural so he used his instead.
  • The address of Joe's Pizza is given in the comics as the address of Spider-Man's ally Doctor Strange.
  • Sam Raimi originally intended the film to maintain an aspect ratio of 1.85:1 like Spider-Man (2002). However, when he realized that in order to have Dr. Octopus and Spider-Man in the same shot, the frame would need to be wider in order to accommodate Dr. Octopus' metal tentacles. So Raimi upgraded the ratio to 2.35:1.
  • The bank used for the big action sequence where Spidey fought Doc Ock is the same bank being robbed in Police Academy 6: City Under Siege (1989) by the Wilson Heights Gang.
  • Donna Murphy only appears in two scenes, but she still receives prominent billing.
  • If you look carefully, Dr. Curt Connors has only one arm. He lost an arm in a war zone overseas. He used to be a surgeon before the accident, patching up soldiers. He was mentioned briefly in Spider-Man (2002) but not seen. He fired Peter for always being late. In the comic book, he becomes The Lizard when he experiments at growing a new arm through combining lizard DNA with his own.
  • Although Dr. Curt Connors appears in this film, the character of Otto Octavius in this film is actually closer to that of Connors in the comics: a sensitive, brilliant mentor, who is driven mad by an experiment gone awry to become a monstrous villain (Connors becomes The Lizard, Octavius becomes Doc Ock).
  • In a scene in which Peter Parker runs down an alley to become Spider-man, posters for punk band The Ataris' album "So Long, Astoria" can be seen on the walls.
  • The phone number on Peter's helmet for Joe's Pizzeria is to a real NY Pizza place. 212-366-1182. Evidently they love the publicity.
  • The violinist who crops up throughout the movie, serenading Spider-Man had an additional scene that was deleted from the film. When Harry hears her from the balcony of his father's townhouse, he pours a glass of scotch on her.
  • All visual effects shots were completed in 16 weeks.
  • Filming was put on hiatus for eight weeks, in order to build Doc Ock's pier lair. It had been Neil Spisak's idea to use a collapsed pier as Ock's lair, reflecting an exploded version of the previous lab and representing how Octavius' life had collapsed and grown more monstrous, evoking the cinema of Fritz Lang and The Cabinet of Dr. Caligari (1920). Filming then resumed on that set, having taken fifteen weeks to build, occupying Sony's Stage 30. It was 60 feet (18 m) by 120 feet (37 m) long, and 40 feet (12 m) high, and a quarter-scale miniature was also built for the finale as it collapses. Filming was still going after Christmas 2003.
  • When May and Peter visit Uncle Ben's grave, the name "Schmidt" can be seen on a tombstone in the background. This is likely a reference to one of two classic Marvel villains, Johann Schmidt/The Red Skull (later featured in Captain America: The First Avenger) or Klaus Schmidt/Sebastian Shaw (later featured in X: Men First Class).
  • In a line of dialogue cut from the finished film, when MJ tells Peter she's seeing someone, he at first assumes it's a therapist.
  • Approximately $54 million was spent on digital effects alone.
  • In one scene, Peter asks Mary Jane if she's still in the village. Kirsten Dunst dropped out of The Village (2004) to make this film and Elizabethtown (2005).
  • One of the things that attracted Alfred Molina to the character of Doctor Octopus was his twisted, sardonic sense of humour.
  • The production was unusually lucky for such a big movie filming on numerous outdoor locations in that it never rained.
  • Costume designer James Acheson made subtle changes to Spider-Man's costume from the previous film. The colours were made richer and bolder; the spider emblem was given more elegant lines; the muscle suit underneath was made into pieces, to give a better sense of movement; and the helmet Tobey Maguire wore under his mask was also improved, adding a false jaw for better movement and magnetic eyepieces which were easier to remove.
  • Doc Ock's pier lab is supposed to be an old building that is slowly sinking into the river (exterior shots show that one end is already partially collapsed). For the interior set, the floor and ceiling were tilted at skewed angles to each other - which is extremely unusual and difficult to construct safely.
  • Kirsten Dunst dyed her hair red for the film, as opposed to wearing a wig like in the first film.
  • For the Chicago Loop fight between Spider-Man and Doc Ock, the production actually bought a train carriage from the Chicago authorities.
  • The deli where Mary Jane tries to confront Peter was a 360-degree set (no "missing fourth wall") at Universal Studios, complete with kitchen, deli counters, pastries, and ceiling fans.
  • Alfred Molina is a big fan of Marvel Comics, and was excited about his role in the film.
  • The precious substance that Doc Ock uses to power his fusion device - tritium - does actually exist in real life.
  • The el train sequence alone required over 100 visual effects.
  • The high-speed balls of webbing Spider-Man fires at his enemies in this movie are known to comic fans as Web Balls, first used in issue #53, October 1967 to set off a bomb set by Doc Ock.
  • In a deleted scene at a men's club, John Jameson introduces Mary-Jane to his father. He's slightly suspicious of her at first, knowing she used to go out with Harry Osborn. He even wonders if Harry paid for her. MJ and Jameson debate over the pros and cons of Spider-Man. Jameson thinks he operates above the law, doing a job best left to the professionals, while MJ says the world is a better place with him in it.
  • Production designer Neil Spisak and his art department had to dress more than 100 sets and locations for the film.
  • Alfred Molina thought the crew on Spider-Man 2 (2004) were the hardest working group of people he's ever worked with.
  • The nurse being dragged along the floor by one of Doc Ock's tentacles, scraping it up as she is pulled backwards, was achieved by the simple expedient of having the floor made of wax.
  • At one time during pre-production, Sam Raimi had 12 storyboard artists working for him.
  • Each one of Doc Ock's tentacles are controlled by four people, who rehearsed each scene with Alfred Molina to get a more natural sense of movement. The sound designers chose not to use servo sound effects, to complete the illusion that the tentacles are a part of Doc Ock's body.
  • Careful inspection of the Daily Bugle front page that reads, "Spidey and Ock Rob Bank!" has a news blurb that says, "Can chronic back pain lead to brain shrinkage?" a possible prop master poke at Tobey Maguire's real life back problems.
  • 30 "nondescript" cars were purchased for use by the film's stunt drivers to wreck during action sequences. By the end of filming, all 30 had been destroyed.
  • Real needles were used in the scene when Dr Octavius first attaches the tentacles to his body.
  • On the Director's Commentary, Sam Raimi remarked that in the scene when Peter is being knocked about by various students at Columbia University, Tobey Maguire looked genuinely angry.
  • One of the posters for Mary Jane's production of "The Importance of Being Earnest" says, "J. Frazier is especially effective!" John Frazier is the special effects director on the film.
  • Each of Doc Ock's tentacles were 13 feet long when fully expanded. They were also fully articulated.
  • According to DP Bill Pope, even though the film primarily uses Super 35, 16 large format cameras were brought in to shoot the exterior of the subway train scene. To cover every angle of the train, all six Panavision Super 65mm cameras were brought in and used for the first time since Far and Away (1992) together with an 8-perf Iwerks camera, four Arri 435 cameras and 8 VistaVision cameras, with an array of three joined up to create a large dimension view.
  • According to Stan Lee, Spider-Man wears a mask so his enemies couldn't see his fear.
  • According to Michael Chabon, early drafts of the script prior to his involvement featured Doc Ock, Black Cat, The Lizard, and Harry as the new Green Goblin. It was his suggestion to cut down the number of "costumed characters" to just Doc Ock and Spider-Man.
  • Putting knives inside Doc Ock's tentacles was of Sam Raimi's idea, and never featured in the comics. Raimi nicknamed it 'the death knife'.
  • Like Spider-Man (2002), the DVD release of this movie includes a "Spider Sense" subtitles track which provides trivia about the film, characters, actors, etc, as the film is playing.
  • Peter's motor-scooter is a Puch Maxi S.
  • When Peter runs down the stairs to avoid the Russian landlord, the landlord says, in Russian, "Idiot! Why are guys like that even born?"
  • With a budget of $200,000,000, the movie shared the record for the most expensive US-movie ever made with Titanic (1997). The record was beaten by King Kong (2005).
  • When Ock robs the bank, Spider-Man throws a bag of coins at the end of his string right back at Ock. This could be a reference to the bolas spider, which catches its prey by throwing a balled up piece of webbing rather than making a web.
  • Jerry O'Connell auditioned to play John Jameson.
  • Filming was put on hiatus for eight weeks in order to build Doc Ock's pier lair. In total, it took 15 weeks to build the collapsing set.
  • Tobey Maguire is a vegetarian, so for the scene in which he is supposedly eating a hot dog while police cars zoom by, he is in fact eating a Tofu Hot dog, which is a favorite among vegetarians.
  • Filming began before an official script was completed.
  • The scene where Peter is having dinner with Doctor Octavius and his wife was intended as a sad mirror of the family life that Peter wants but can never have.
  • Michael Chabon submitted a draft screenplay which featured a younger Doc Ock becoming infatuated with Mary Jane. In Chabon's script, Octavius is the creator of the genetically modified spider that bites Peter Parker. Producer Avi Arad rejected the screenplay, largely because he didn't like the idea of another love triangle.
  • Sam Raimi originally wanted the main stunt co-ordinator to be Siu-Tung Ching, who was uncredited on Spider-Man (2002). Sam couldn't hire him because he was working with Steven Seagal on Un aller pour l'enfer (2003). To compensate, Sam hired Dion Lam (who was Ching's assistant on many of his Hong Kong movies).
  • The finale took 8 days to film.
  • According to the novelization, David Koepp contributed to the script, but he's uncredited on the film.
  • Alfred Gough and Miles Millar's initial script draft had Spider-Man doing battle with Doctor Octopus, the Lizard and Black Cat.
  • The moped Peter Parker rides throughout the movie is a Puch Newport. During driving scenes it has an aftermarket exhaust; while parked its exhaust is stock.
  • Peter's landlord Mr. Ditkovitch is named for Steve Ditko, original illustrator of Spider-man.
  • Before Doc Ock approaches Harry about the Tritium, Harry is looking at pictures of Spider-Man. The clipboard that Harry slams down has two pictures on it. The one on the left is Alex Ross's recreation of the first appearance of Spider-Man as seen in "Amazing Fantasy."
  • On 30 June 2004, the film broke a record for highest one-day opening on a Wednesday: $40,442,604
  • EASTER EGG: On the second disc, go to "Making the Amazing", arrow up and the upper right tentacle (Flo) will light up. This leads to a short bit where Director Sam Raimi finds someone to give Alfred Molina "tips" on how to act like Doc Ock. They go over to the tentacles and inside, "acting" how Doc Ock should be played, is Willem Dafoe. Alfred gets a good laugh at this.
  • Rosemary Harris enjoyed doing her own stunts. Contrarily, Alfred Molina didn't because he claims he's not very good at them, and he doesn't like taking work away from real stuntmen.
  • Although roughly the same, costume designer James Acheson made numerous subtle changes to Spider-Man's costume. The colors were made richer and bolder, the spider emblem was given more elegant lines and enlarged, the eye-lenses were somewhat smaller, and the muscle suit underneath was made into pieces, to give a better sense of movement. The helmet Tobey Maguire wore under his mask was also improved, with better movement for the false jaw and magnetic eye pieces, which were easier to remove.
  • Ivan Raimi did some uncredited script doctoring on this film.
  • In the first film Harry Osborn and Peter Parker moved into a spacious apartment paid for by Norman Osborn, who was characterized as wealthy. But for this movie, with Peter living on his own, Tobey Maguire gave suggestions to Sam Raimi on what Peter's apartment should look like, based his own observations of friends who lived in cramped and rundown New York apartments.
  • Sam Raimi: [car] Raimi's 1973 Oldsmobile Delta 88 car, nicknamed The Classic, sits in Aunt May's driveway.
  • Willem Dafoe was not originally supposed to return for this movie, but he was walking back to his apartment one night and saw the cast and crew filming nearby. He stopped by the set to say hello and the filmmakers decided to give him a cameo appearance.
  • According to an interview with Kirsten Dunst, early storyline included the Black Cat as a major character. This is confirmed on the 2-disc DVD commentaries.
  • The lines of poetry that Peter quotes to MJ ('Day by day he gazed upon her / Day by day he sighed with passion') are from Henry Wadsworth Longfellow's poem "The Four Winds".
  • The alley where Peter dumps his Spider-Man suit is supposed to be the same one where he kissed MJ upside down in the first film.
  • Mary Jane playing in "The Importance of Being Earnest" was performed and filmed at the Ivar Theater in Hollywood.
  • Tobey Maguire's agent asked for $25 million or 10% of the gross, whichever was better, from Columbia Pictures and was denied.
  • One of the Daily Bugle newspapers features a headshot of Spider-Man that is actually from a promotional image for the comic book mini-series Marvels (1994), which was painted by Alex Ross (who painted the recap images in this film's main title sequence).
  • Veteran screenwriter Alvin Sargent - 73 at the time the film was made - was brought in to perform a script polish as a personal favor for his friend, producer Laura Ziskin.
  • Took the record for highest one-day opening on a Wednesday from The Lord of the Rings: The Return of the King (2003).
  • Motorcycle chains and piano wires make the sounds of Doc Ock's tentacles. In the scene when he tears open a bank vault, the sound is made by scraping a hubcap across the floor.
  • When Doctor Octopus carries his tentacles, it is props. When the tentacles carry the Doctor, it is computer-generated imagery; to accomplish this effect, a 20-foot high rig held Alfred Molina to glide him through his surroundings; with the CGI tentacles scanned from the real ones and added later. However, it was always preferred to use Edge FX's puppets since it saved money, and each scene was always filmed using them first to see if CGI was truly necessary.
  • Sam Raimi: [drink] the alcohol Maker's Mark appears in most of Raimi's movies
  • 100 minor alterations were made to the Spider-Man suit since the first film. 35 suits were made overall for the movie.
  • The violinist Elyse Dinh begins playing the old theme song for L'Araignée (1967). When she sings it for the second time, new lyrics are added to the tune ("Where have you gone to now?").
  • Doc Ock's lab where he has his initial accident is actually Anthology Film Archives, one of New York's most famous venues for avant-garde cinema, founded by legendary filmmaker Jonas Mekas.
  • As part of the special edition, Spider-man 2.1, Aerosmith preformed and recorded a remade version of the Spider-Man theme. Their guitarist, Joe Perry, previously did the theme song for Spider-Man (1994).
  • Sam Raimi: near the beginning of the movie, when Peter is on campus, he drops his books. When he bends down to retrieve them, he is hit in the head by two backpacks. Raimi, whose face is not seen, is the second "student" to hit him.
  • Shipped to theaters in the USA under the title "Choices".
  • For the sequence where Aunt May is taken hostage and later aids Spider-Man, Rosemary Harris performed the action scenes herself.
  • For the chase in act 2, director Sam Raimi wanted the crooks to drive a convertible with a large, level trunk that Spider-Man could land on while it's moving. Several cars that met the requirements were brought to the Sony lot for him to choose from; he picked a 1967 Lincoln Continental. Six were found and painted to match each other.
  • At one point in the promotional marketing of the film, bases featuring the Spider-Man 2 (2004) logo were to be used during Major League Baseball games. However, this plan was scrapped after intense negative reaction from baseball fans.
  • Gwen Stacey, one of Peter's girlfriends in the comic-book, is supposed to be one of the students in Peter's class. We later meet her in Spider-Man 3 (2007).
  • EASTER EGG: On the second disc of the DVD, go to the Gallery section and press up. Spidey-Sense will appear around Spider-Man's head. Click it to access a hidden movie of Doc Ock doing "Fiddler On The Roof", which Alfred Molina was performing at the time.
  • Michael Chabon's proposed script had several major changes from the final product which would have better explained certain plot points. Peter is still living with Harry, and doesn't move into his own place until halfway through the film, while Doc Ock is roughly the same age as Peter, and wants to go on a date with Mary Jane. Meanwhile, Peter losing his powers is not caused by a lack of confidence, but by Ock giving him an inhibitor chip that slowly drains his powers out.
  • In the early stages, the puppeteers had to practice with vacuum hoses when getting ready to design Doc Ock's tentacles. The real ones weighed about 60 pounds altogether.
  • The full-scale interior of Doc Ock's pier lab was built at Sony's stage 30, which is called the "Esther Williams" stage because it contains the water tank used for so many of Williams' films. For this film, after the set was constructed, the tank was filled to a level of four feet deep, which was visible in many shots as the river water beneath the rotting floorboards.
  • Sam Raimi chose Alfred Molina after Raimi's wife watched Frida (2002).
  • For his stunt sequences as Peter Parker, Tobey Maguire's glasses contain no glass. This was less for safety reasons but more to avoid reflections. The glass was then added back in digitally later.
  • The noise we hear whenever the spider web touches something (walls, Doctor Octopus, etc.) was made by hitting tape from a cassette and leather strips on the floor.
  • Tobey Maguire's participation was in doubt at one point because he was suffering severe back pains. Jake Gyllenhaal, was lined up to play Spider-Man and had already begun preparation, but Maguire decided to take part after all. However, according to the DVD commentary, the "My back!" joke after Peter falls from the roof was purely coincidental, as it was written into the script before Maguire's problem arose.
  • The band Dashboard Confessional agreed to write a song for the end credits if they could have an advanced screening of the movie. The studio agreed. After watching the film, the lead singer wrote "Vindicated" in ten minutes.
  • Testing with focus groups was done to help determine the film's title, at one point the titles under consideration were "Spider-Man: No More", "Spider-Man 2 Lives" and "Spider-Man: Unmasked".
  • Sam Raimi officially signed on to direct on 1 April 2002, more than a month before Spider-Man (2002) opened.
  • Alfred Molina lost some weight for the role of Doctor Octopus, considering he had had to gain some for the part of Diego Rivera in Frida (2002). He said he wanted Doc Ock to have the build of a "1950s weightlifter".
  • Composer Christopher Young was called in at the very last minute to re-score this movie.
  • Another one of Spidey's trademarks in the comic book is his homemade tracking device he can pin on people, and although it's mentioned in the script, it has yet to appear in any of the films.
  • The coins in the vault (Saint Gaudens) were supposedly found on a sunken ship, and are nearly a century old.
  • Shot on over 100 sets and locations.
  • Cameo: John Dolmayan, drummer of System of a Down, as the drummer of the jazz band at the Planetarium.
  • Sam Raimi wanted the movie to be set in an "idealized" New York City, including elevated trains. The scenes featuring fighting on the exterior of a commuter train amidst a crowd of skyscrapers were filmed in Chicago, Illinois, on the famous elevated Loop standing in for what most likely is the IRT Ninth Avenue Line (torn down in 1940, with routes transferred to underground subway lines). Chicago 'L' trains, in particular, 2200 series cars (recognizable by their blinker type doors), were made up to appear as R-train cars, complete with MTA New York City Subway decals and "Bay Ridge" on their destination boards, even though the shots of the buildings are those of Lexington Avenue - including the balcony bridge that connects parts of Hunter College - which are on the Upper East Side, which is serviced by the IRT Lexington Avenue Line (4, 5, and 6 trains).
  • In the script, Doctor Octopus isn't totally happy with what's happened to him, but whenever his old self resurfaces the tentacles are quick to take control again. For instance, they force him to rob the bank not only to fund his experiments, but also to test out the tentacles. They can also distract people, like snake charming, but this isn't made clear in the film.
  • For the hospital scene, the production crew had to build tentacles that were 13 feet long. When looking at the finished scene, the designers couldn't tell what was CGI and what was puppetry. The combined effects were so seamless to the naked eye. The designers were especially proud that the tentacles and what they looked like weren't leaked to the press before the film came out. It was all the more surprising to the audience. The tentacles were also expensive and in short supply, so security on the set was tight to prevent any from being stolen.
  • Peter drives a 1977 Puch Newport moped. Cyril O'Neil, the film's Picture Car Coordinator, managed to find 12 of the bikes, which provided enough parts to make 7 working models. 3 of them were destroyed during the chase scene in act 2, due to retakes of the bike being run over. Later, when Peter is shown dragging his moped home, it's one of the actual wrecked production bikes.
  • In the scene were Doctor Octavious is demonstrating his invention, the soundtrack is the score from Hellraiser (1987) written by Christopher Young, who also did the score for Spider-Man 3 (2007).
  • In the narrative behind why Peter loses his powers: Peter lose his powers due to stress and anxiety and that the genetic engineering in his blood is breaking down and Peter was starting to not believe in himself as a superhero and it caused him to love motivation at handling his abilities.
  • When Jonah Jameson offers the scruffy man $50 for the Spider-Man costume he found, he replies, "I could get more for it on eBay." In 2001, four Spider-Man costumes were stolen from the set of the first Spider-Man (2002) movie. They were eventually recovered after an 18 month investigation and the arrest of a former movie studio security guard and an accomplice. While Columbia Pictures offered a $25,000 reward for information leading to their return, movie memorabilia experts estimated the value of the costumes as about $50,000 each.
  • When Peter dumps his Spider-Man suit in a garbage can, it's an exacting homage to a panel from "Spider-Man No More", Issue #50 from The Amazing Spider-Man.
  • Danny Elfman, who did the film score (for this and several other films by Sam Raimi) had some sort of falling out with the director during the course of this film, and has been quoted saying "To see such a profound negative change in a human being was almost enough to make me feel like I didn't want to make films anymore." However, Raimi and Elfman reunited 9 years later for Oz the Great and Powerful (2013).
  • The movie was sent to cinemas under the name "Spray Paint" to try and avoid the attention of pirates.
  • Chris Cooper, Robert De Niro, David Duchovny, Ed Harris, Arnold Schwarzenegger and Sam Neill were all considered for the role of Otto Octavius/Dr. Octopus. Robert Deniro was also considered for the role of the Green Goblin in the original movie and Cooper would later play Norman Osborne in The Amazing Spider-Man 2 (2014).
  • The interior of Aunt May's house is the same sets built for the first Spider-Man (2002) movie.
  • Rosemary Harris later appeared with Marisa Tomei, one of her successors as Aunt May Parker, in Before the Devil Knows You're Dead (2007).
  • The artist's rendition of Dr. Octopus when he appears on the front page of the Daily Bugle is how he first appeared in Amazing Spider-Man #3: wearing a white lab coat and dark sunglasses.
  • Toward the end of the movie, it was rumored that The Punisher (2004) was noticeable, as that movie was based on a spin-off character from Spider-Man's comic book. This turned out to be false and is only someone who resembled Thomas Jane. This is purely coincidental. He was never intended by the makers to be the Punisher.
  • The train fight between Doc Ock and Spider-Man was the idea of director Sam Raimi and the first major sequence to be filmed.
  • When it was released in 2004, it was the second widest release of all time with 4,152 theaters right behind Shrek 2 (2004)
  • When J. Jonah Jameson is needing a name for the newly villainous Doctor Octavius, one suggestion from Hoffman is the moniker Doctor Strange, about which Jameson is sarcastically excited, adding that the name has already been taken. This dialogue is referring to Spider-man's comic book ally of the same name who is also the other major co-creation of Stan Lee and Steve Ditko.
  • Doc Ock's upper tentacles were each made up of 76 individual pieces.
  • Opening sequence features artwork by artist Alex Ross, which recaps the events in Spider-Man (2002).
  • Mr Ditkovich's line "If promises were crackers my daughter would be fat" was originally "If promises were crackers I'd be fat."
  • The gear that Alfred Molina's character had to wear weighed 75 pounds.
  • Sam Raimi: [POV shot] The view from Dr. Octopus' tentacles attacking the doctors operating on him, which Raimi called "Octovision".
  • If you look closely at Peter's apartment, you can see the picture he took of Mary-Jane just before he was bitten by a radioactive spider. It was supposed to represent the last moment of innocence in Peter's life before it changed forever.
  • An early storyline idea that was thrown out was for Harry to put a price on Spidey's head.
  • Phil LaMarr auditioned to play the elevator passenger. Hal Sparks got the role and LaMarr settled for an uncredited appearance as a train passenger.
  • The hospital attack sequence took months for Sam Raimi and his storyboard artists to devise. It was the first part of principle photography to be shot.
  • Following the first film's record-breaking $115 million opening weekend, Sony assigned the sequel a budget of $200 million.
  • Phil LaMarr: a passenger on the elevated subway train.
  • The film features two other villains from the comics. John Jameson (son of J. Jonah Jameson) is the Man-Wolf and Dr. Curt Connors is the Lizard. Both are Jekyll-and-Hyde-type tragic villains in that they are good-hearted men who are transformed periodically against their will into their vicious, animal-based alter-egos.
  • Although Spider-Man, in the comics, fought the Chameleonfirst, Sam Raimi was attached to the idea of Spider-Man fighting the Green Goblin in Spider-Man (2002) and wanted to bring in Doc Ock in a sequel.
  • A special camera system was constructed called the Spydercam which allowed filming to create the effect of dropping 50 stories and of high speed swooping scenes. The system had actually been invented for the first film but had only been used for the final shot.
  • Hal Sparks: The man who meets Spider-Man inside the elevator (and compliments him on his Spidey outfit) is "Michael Novotny" from Queer as Folk (2000), a gay man obsessed with comics and superheroes, who'd always dreamed of meeting one on the show. An alternative version of this scene was used in the Spider-Man 2.1 cut of the film.
  • Alfred Molina was in the play "Fiddler on the Roof" as Tevye while shooting this movie. In one wall-climbing scene he is humming the song "If I Were a Rich Man" to himself and the puppeteers overheard him and moved his tentacles in time to the song.
  • Alfred Molina who plays Dr. Octopus, actually gave names to his four mechanical tentacles (Larry, Harry, Flo, and Moe). Flo was the top right tentacle, because it was operated by a female grip and that particular tentacle was the most motherly, which removed his sunglasses and gave him sips of his drink.
  • The hospital scene started out as a test shoot, but it came together so well they decided to use it. Sam Raimi made it clear on the Director's Commentary that it was the arms attacking the doctors, and not Doc Octopus himself, although he wasn't sure if he made that clear in the scene.
  • Took the record for biggest opening day ever with $40.4 million from its predecessor Spider-Man (2002).
  • Despite the fact that this was filmed in Super 35, "Filmed in Panavision" is listed in the end credits.
  • Filming was originally scheduled in February 2003, but Tobey Maguire injured his arm, causing filming to be delayed two months.
  • An additional fight scene between Spider-Man and Doctor Octopus on a collapsing water tower was storyboarded but never used in the finished film.
  • The guy beat up in the alley that Peter walked away from was originally supposed to be the man who showed Jameson the discarded Spider-Man suit. The bag the thugs were trying to steal had the suit in it, but this isn't made clear in the film.
  • Manhattan no longer has an elevated subway so the background plates and the train and tracks themselves were all shot in Chicago and then composited against the New York skyline.
  • Pre-production, scripting and casting were all finished within a year of the first film's release.
  • Weston Epp, Jopaul Van Epp: The two boys who hand Spider-Man his mask on the train are Tobey Maguire's half-brothers.
  • The third and last Sam Raimi film to be nominated for an Oscar - after A Simple Plan (1998) and Spider-Man (2002) - and the only one to win.

Goofs

  • Audio/visual unsynchronised: When we first see Aunt May in the movie, she's speaking while kissing Peter but her lips are not moving.