Spider-Man 2 (2004) Poster



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According to Stan Lee, Spider-Man wears a mask so his enemies couldn't see his fear.
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.
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.
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.
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.
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.
Tobey Maguire's agent asked for $25 million or 10% of the gross, whichever was better, from Columbia Pictures and was denied.
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 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.
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.
Chris Cooper was considered for the role of Dr. Octopus. He is later cast as Norman Osborn in The Amazing Spider-Man 2 (2014)
Alfred Molina is a big fan of Marvel Comics, and was excited about his role in the film.
The train fight between Doc Ock and Spider-Man was the idea of director Sam Raimi and the first major sequence to be filmed.
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.
Took the record for highest one-day opening on a Wednesday from The Lord of the Rings: The Return of the King (2003).
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.
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.
The film features two other villains from the comics. John Jameson (son of J. Jonah Jameson) is the Man-Wolf and Dr. Curt Connors (presumably the same Dr. Connors mentioned in the first film who fired Peter for being late too often) is the Lizard. Coincidentally, both are Jekyll-and-Hyde-type villains in that they are good people who are transformed periodically against their will into their vicious, animal-like alter-egos.
According to the novelization:
  • when Spider-Man shows up at Doctor Octavius' failed experiment, Harry assumes he's the reason why it failed.

  • Doc Ock thinks he's helping Aunt May by giving her a quick death, rather than a slow one of old age.

  • the arms speak to Doctor Octopus. They even regard him as a father, something omitted from the film. The closest it ever gets to that in the movie is when Doc Ock says he hears voices inside his head. They also say things like Spidey interfered in his experiment because he was jealous of Otto's success.

  • Uncle Ben appears to Peter frequently, rather than a single dream sequence in the movie.

  • when Doc Ock tries to rob the bank and Peter abandons Aunt May, she assumes that the reason he runs away is to call the police, rather than out of cowardice.

  • the lift scene initially had Spider-Man sharing it with a whole crowd of people, and not just one person. When Peter tells the man he made the suit himself, the novelization tells us he got it from the brother of The Flying Dutchman, the rival wrestler of Bone-Saw, who Peter fought in the first film. He offered his services after Peter beat up Bone-Saw.

  • the police couldn't confirm Uncle Ben's murderer because there were no eyewitnesses. Peter couldn't come forward because of his involvement.

  • in the opening scene, when Peter is late for his pizza delivery job because of a disturbance, we learn that the disturbance came from a man on a construction site nearly crushed by a falling girder.

  • Mary-Jane met John Jameson at Enriques, the diner MJ worked at in the first film. A trucker pinched her bottom and she dumped a plate of spaghetti in his lap. When Enrique demanded she apologise, she was thinking of caving in when John stepped in. His car battery had died, and he was waiting for a tow-truck. He pretended to be an FBI agent causing Enrique to back down, and MJ quit her job. They started seeing each other not long after.

  • Mary-Jane's parents have split up since the first film. Apparently Mr. Watson has changed slightly since the divorce.

  • MJ's line "You can't get off if you never got on" sounded suggestive in her mind.

  • When Peter goes to see a doctor, it's at the university's student health services department. His name is Dr Wally Davis, and he's more emotional in the book. He even sees a therapist.

  • Instead of stealing the money to fund his experiment, Doctor Octopus broke into classified government installations for what he needed. They couldn't risk exposure so they couldn't argue. The tentacles also tapped into an illegal power hookup.

  • Peter muses that all the women in his life wind up dangling from a ledge sometime. E.g. Aunt May taken hostage by Doc Ock, Mary-Jane during the Green Goblin's attack on Times Square. It also bothers Peter that he always photographs MJ with other men. In the case of John more so, because he hasn't done half of the heroic things Peter has done, and he's still celebrated as a hero. While Spider-Man is demonized by the press.

  • Although Jameson is ecstatic that Spider-Man has given up, in the novelization he's secretly not that happy about it, because Spider-Man sells more editions of the Daily Bugle than any other celebrity, and now that he's gone, sales figures for the Bugle have gone into a tailspin.

  • When Peter goes to get his suit back, he was secretly listening to Jameson's eulogy before he took it. Apparently, Jameson had it dry-cleaned so it felt better than ever.

  • Apparently when Peter was a young boy, he distrusted his Aunt May after his mother died. But in the reconciliation scene, he begins to wonder if May knows his secret. In that same scene, because he moves a desk with ease, that's what prompts him to try and jump the gap between two buildings, thinking his powers have returned. He doesn't fall on a car though.

  • Aunt May begins to blame herself for Uncle Ben's death in the film, but in the novelization, Peter wonders is it because Ben is haunting her as well, especially now he's given up Spider-Man. In the scene when he confesses his part in Uncle Ben's death, May tells him to leave instead of just getting up and going to her room in silence as she does in the film.

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.
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."
According to Alfred Molina, the stunt team would often trick him into performing a stunt.
The name of Peter's landlord, Mr. Ditkovitch, is a reference to Steve Ditko, co-creator of Spider-man.
Alfred Molina thought the crew on Spider-Man 2 (2004) were the hardest working group of people he's ever worked with.
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.
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.
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.
The precious substance that Doc Ock uses to power his fusion device - tritium - does actually exist in real life.
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.
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.
In one scene, Peter asks Mary Jane (Kirsten Dunst) if she's still in the village. Dunst dropped out of The Village (2004) to make this film and Elizabethtown (2005).
Real needles were used in the scene when Dr Octavius first attaches the tentacles to his body.
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".
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.
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 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.
The production was unusually lucky for such a big movie filming on numerous outdoor locations in that it never rained.
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. He said he wanted Doc Ock to have the build of a "1950s weightlifter".
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.
In the script:
  • Doc Ock tapped Peter's phone lines. That was how he knew he'd find him at a café with Mary-Jane.

  • The scene with the burning building was a lot shorter.

  • Harry wonders if Quest, Oscorp's biggest rival, hired Spider-Man to discredit his company.

  • Betty Brant ensures the bum is paid more for the Spidey suit than Jameson was willing to shell out. In a scene omitted from the film, the night staff at the Bugle say that Jameson wears the suit, striking mock heroic poses when he thought no-one was watching. He even walked onto his desk, sticking paper clips to a lamp like it were webbing. Also, the DA's office want the suit to verify its the real thing, but Jameson won't hear of it.

The address of Joe's Pizza is given in the comics as the address of Spider-Man's ally Doctor Strange.
For the sequence where Aunt May is taken hostage and later aids Spider-Man, Rosemary Harris performed the action scenes herself.
Each of Doc Ock's tentacles were 13 feet long when fully expanded. They were also fully articulated.
The original title for this second spin was "The Amazing Spider-Man".
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.
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".
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.
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.
Opening sequence features artwork by artist Alex Ross, which recaps the events in Spider-Man (2002).
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).
The character of Hoffman, played by Ted Raimi, is only ever seen in Jonah's office, and he is never seen entering through a door, but always appears from off-screen.
In the scene 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."
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.
Part of what fuels Harry's depression in the script, something omitted from the film, is the scientists who witnessed the failed fusion experiment were thinking of suing Harry, because it was funded by Oscorp's money. It also bothers him to see MJ with another man, just like Peter.
According to the novelization:
  • MJ's understudy is playing her part now, and better too MJ suspects. She imagines she'll get replaced, which came to pass in Spider-Man 3 (2007).

  • Harry uses a knife to kill Spider-Man, because it isn't traceable like a gun. It belonged to his father. When he unmasks Spider-Man, Harry wondered if Doctor Octopus was trying to fool him by bringing Peter instead. He also hopes that if Doc Ock succeeds with his experiment, the tritium explosion will destroy the half of the city that he's in.

  • Mary-Jane is shocked Harry would want to kill Spider-Man.

  • Doc Ock bound Spider-Man with wire from the train yard. When he brings him to Harry Osborn's, he cracked open the safe himself.

  • In the novelization, Doc Ock blamed Spidey for Rosemary's death.

  • Doc Ock doesn't throw any passengers at Spider-Man during the fight on top of the train.

  • The reason why the railway runs out of track is because the city was building an overpass above the train yard, but the money ran out and so it was never finished. Also, the engineer Donald O'Shea was about to retire. The way the scene played out in the book, Spidey uncoupled the passenger cart from the engine. He's not pulled as tight and at the end of it, one of the passengers removes his mask thinking they can cash in on him, much to the anger of the driver. One of the passengers even pelted the Green Goblin back in the first film. Spider-Man never regained consciousness throughout all this.

In the novelization, what kills Doctor Octopus is when he drowns his experiment, it super-heats the water, broiling him alive. He also goes blind by staring into the eye of the ball of energy without his protective goggles. The tentacles claimed to be afraid that the end had come for them.
The violinist Elyse Dinh begins playing the old theme song for Spider-Man (1967). When she sings it for the second time, new lyrics are added to the tune ("Where have you gone to now?").
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.
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.
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).
100 minor alterations were made to the Spider-Man suit since the first film. 35 suits were made overall for the movie.
The finale took 8 days to film.
Hoffman is the ad manager for the Daily Bugle, according to the script. That would explain why Jameson is always asking him to patent names for supervillains invented by the Bugle.
In the script, the reason MJ is so annoyed that Peter missed her play is because he was the one who encouraged her acting ability.
The script tells us that Peter rents above a TV repair shop. He doesn't live with Harry anymore since Norman's death, and Harry moved back into his father's townhouse. Harry's obsession with Spider-Man was too much for Peter to bear. This is the reason why he gets annoyed with Harry at his birthday party.
In the script, the name of the usher played by Bruce Campbell is Waldo. His scene with Peter was originally longer - Peter would web Waldo's foot to the floor, and go in to see MJ's play just as it was coming to an end.
In the original script, Rosie wasn't killed by a shard of glass like she is in the film. She was killed by an arc of energy from the ball Octavius created.
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, and it is in the scene but this isn't made clear in the film.
Although Spider-Man in the comics was supposed to fight the Chameleon first, 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.
There are several visual references to Spider-Man (2002) in this film:
  • Peter running into a burning building to save a child.

  • Peter running across a rooftop before trying (and failing) to shoot his web.

  • Peter putting out the trash in aunt May's back yard and speaking to Mary Jane.

  • Spider-Man lying incapacitated on the sofa of his enemy.

  • POV of Peter Parker looking through his glasses and seeing a blurred image.

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.
The gear that Alfred Molina's character had to wear weighed 75 pounds.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 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.
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.
Donna Murphy only appears in two scenes, but she still receives prominent billing.
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.
In the script, MJ confesses to Louise she's marrying John to prove something to her father, and to show Peter what he's missed out on.
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.
On 30 June 2004, the film broke a record for highest one-day opening on a Wednesday: $40,442,604
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.
Robert De Niro, Sam Neill, Ed Harris, and Chris Cooper were all considered for the role of Otto Octavius.
When Peter runs down the stairs to avoid the Russian landlord, the landlord says, in Russian, "Idiot! Why are guys like that even born?"
Filming began before an official script was completed.
Approximately $54 million was spent on digital effects alone.
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.
Took the record for biggest opening day ever with $40.4 million from its predecessor Spider-Man (2002).
When it was released in 2004, it was the second widest release of all time with 4,152 theaters right behind Shrek 2 (2004)
Filming was originally scheduled in February 2003, but Tobey Maguire injured his arm, causing filming to be delayed two months.
The movie was sent to cinemas under the name "Spray Paint" to try and avoid the attention of pirates.
Sam Raimi chose Alfred Molina after Raimi's wife watched Frida (2002).
Shipped to theaters in the USA under the title "Choices".
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.
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).
The interior of Aunt May's house is the same sets built for the first Spider-Man (2002) movie.
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.
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.
Mary Jane's performance of 'The Important of Being Earnest' was performed and filmed at the Ivar Theater in Hollywood.
Alfred Gough and Miles Millar's initial script draft had Spider-Man doing battle with Doctor Octopus, the Lizard and Black Cat.
Following the first film's record-breaking $115 million opening weekend, Sony assigned the sequel a budget of $200 million.
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.
Doc Ock's upper tentacles were each made up of 76 individual pieces.
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.
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'.
All visual effects shots were completed in 16 weeks.
In the original script, a man called Jack Albright kidnaps Otto Octavius in a giant robot. He gets saved by Spider-Man. Albright wanted to know more about Otto's experiments. He later set himself on fire with incendiary cigarettes and fell to his death off a ledge.
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).
In the novelization, MJ's foot is wedged under debris. That's why she can't move when the wall is about to fall on top of her.
Sam Raimi officially signed on to direct on 1 April 2002, more than a month before Spider-Man (2002) opened.
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).
One of the things that attracted Alfred Molina to the character of Doctor Octopus was his twisted, sardonic sense of humour.
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.
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.
One of the headstones in the background of the graveyard scene contains the name of Production Designer Neil Spisak.
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Pre-production, scripting and casting were all finished within a year of the first film's release.
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David Duchovny and Liev Schreiber were both considered for the part of Doctor Octopus.
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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.
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The car that Doc Ock throws at the deli is a 2004 Saturn Ion Quad coupe. Saturn provided four for production, of which three were used, being hurled 30 yards into the building. Director Sam Raimi was reportedly very impressed with the vehicle's durability.
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The el train sequence alone required over 100 visual effects.
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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.
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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.
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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.
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For the Chicago Loop fight between Spider-Man and Doc Ock, the production actually bought a train carriage from the Chicago authorities.
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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.
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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.
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Production designer Neil Spisak and his art department had to dress more than 100 sets and locations for the film.
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At one time during pre-production, Sam Raimi had 12 storyboard artists working for him.
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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.
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Shot on over 100 sets and locations.
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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.
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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.
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An early storyline idea that was thrown out was for Harry to put a price on Spidey's head.
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Mr Ditkovich's line "If promises were crackers my daughter would be fat" was originally "If promises were crackers I'd be fat."
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The coins in the vault (Saint Gaudens) were supposedly found on a sunken ship, and are nearly a century old.
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In the script, the planetarium party Jameson's hosting is to raise money for the new library of science.
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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.
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An additional fight scene between Spider-Man and Doctor Octopus on a collapsing water tower was storyboarded but never used in the finished film.
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Phil LaMarr auditioned to play the elevator passenger. Hal Sparks got the role and LaMarr settled for an uncredited appearance as a train passenger.
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Sam Raimi originally wanted the main stunt co-ordinator to be Ching Siu-Tung, who was uncredited on Spider-Man. Sam couldn't hire him because he was working with Steven Seagal on Belly of the Beast. To compensate, Sam hired Dion Lam (who was Ching's assistant on many of his Hong Kong movies).
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Jerry O'Connell auditioned to play John Jameson.
Ivan Raimi did some uncredited script doctoring on this film.
Composer Christopher Young was called in at the very last minute to re-score this movie.
Michael Chabon worked on the screenplay at one point during pre-production.
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.
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.
Despite the fact that this was filmed in Super 35, "Filmed in Panavision" is listed in the end credits.
According to the novelization, David Koepp contributed to the script, but he's uncredited on the film.
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.


Weston Epp, Jopaul Epp:  The two boys who hand Spider-Man his mask on the train are Tobey Maguire's half-brothers.
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.
Phil LaMarr:  a passenger on the elevated subway train.

Director Cameo 

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.

Director Trademark 

Sam Raimi:  [POV shot]  The view from Dr. Octopus' tentacles attacking the doctors operating on him, which Raimi called "Octovision".
Sam Raimi:  [car]  Raimi's 1973 Oldsmobile Delta 88 car, nicknamed The Classic, sits in Aunt May's driveway.
Sam Raimi:  [drink]  the alcohol Maker's Mark appears in most of Raimi's movies


The trivia items below may give away important plot points.

This is the only Spider-Man film without a funeral scene at the end.
Mary-Jane Watson is performing in Oscar Wilde's "The Importance of Being Earnest" as the ingénue Cecily Cardew. Not only does Wilde's comedy also concern men with double identities (like Peter Parker), but Cecily Cardew is unaware of their purposeful deception until the end of the second act of the three-act play (much like Mary-Jane is unaware of Peter's duality until the end of the second movie in the trilogy).
The plot of the movie, involving Peter Parker quitting crime-fighting, is largely inspired by The Amazing Spider-Man #50, "Spider-Man No More". The shot of Peter dumping his Spider-Man costume in an alley trash can is identical to a famous panel from that issue. As in the film, the outfit is found and brought to J Jonah Jameson, then reclaimed by Spider-Man who leaves a note like the one in the movie.
All Daily Bugle newspapers are chronologically and correctly dated to follow the movie's plot each day. One of the earlier papers has a headline that reads, "MTA Insider Concerned Over Aging El Train Safety," making a reference to the eventual Spidey/Doc Ock fight aboard the El near the end of the week, at the movie's climax.
It was Neil Spisak's idea to use a collapsed pier as Doc Ock's lair to reflect a warped version of Dr. Octavius's old lab and express how his life had collapsed and grown more monstrous, evoking Fritz Lang's work and the film The Cabinet of Dr. Caligari (1920). The set was 60*120 feet long and 40 feet high, and took 15 weeks to build. A quarter-scale miniature was built for its collapse.

See also

Goofs | Crazy Credits | Quotes | Alternate Versions | Connections | Soundtracks

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