It's been two years since Peter Parker transformed into Spider-Man, and he is still trying to balance life perfectly. His love for Mary Jane is becoming much stronger, as he finds it hard to not let her down. His friendship with Harry Osborn is at risk, as the young Harry is frustrated with Spider-Man getting away with his father's death. And if this wasn't enough for the super hero, a new enemy is in town. Dr. Otto Octavius is involved in a freak scientific accident and becomes the dangerous Doctor Octopus.

Sam Raimi officially signed on to direct on 1 April 2002, more than a month before the first film opened.

Dr. Otto Octavius:
Peter Parker! And the girlfriend!


Peter Parker:
What do you want?


Dr. Otto Octavius:
[grabs Peter with a tentacle] I want you to find your friend Spider-Man. Tell him to meet me at the Westside Tower at 3 o'clock.


Peter Parker:
But I don't know where he is.


Dr. Otto Octavius:
[takes his sunglasses off with a tentacle] Find him. Or I'll peel the flesh off her bones...

[Tentacle snaps at Peter]


Peter Parker:
[angrily] If you lay... one finger on her...


Dr. Otto Octavius:
You'll do what?

Continuity: In the near end of the film, while Peter Parker/Spider-Man is on top of the large crane, he is in a prone position; and we see a rip in his outfit along the top part of his left thigh. Moments later, the camera re-cuts back to him, and the rip is now on his right thigh.

Written by Christopher Carrabba
Produced by Dan Gilmore
Performed by Dashboard Confessional
Courtesy of Vagrant Records