Principal photography began in April 2003 in New York City and also took place in Los Angeles. Reshoots took place later that year and concluded in February 2004. Danny Elfman returned to compose the score. Spider-Man 2 premiered at the Fox Westwood Village Theater in Los Angeles on June 25, 2004, and was released in both conventional and IMAX theaters on June 30. It received acclaim from critics, who praised its emotional weight and visual effects, the performances of Maguire and Molina, and Raimi's direction. The film grossed $795.9 million worldwide, making it the third-highest-grossing movie of 2004. It was selected by the American Film Institute as one of the top 10 films of 2004.
Spider-Man 2 won Best Visual Effects at the 77th Academy Awards, and was also nominated for Best Sound Mixing and Best Sound Editing. It received five Saturn Awards, including Best Fantasy Film and Best Director. Its success led to the production of Spider-Man 3 (2007). Maguire and Molina respectively reprised their roles from Spider-Man 2 in the Marvel Cinematic Universe (MCU) film Spider-Man: No Way Home (2021), which uses the concept of the multiverse to connect the earlier Spider-Man movies to the MCU.
Plot
Two years after Norman Osborn's death, Peter Parker struggles to balance his personal life with his crime-fighting as Spider-Man. He juggles multiple jobs and faces overdue rent and schoolwork as his Aunt May is being evicted. Daily Bugle editor J. Jonah Jameson criticizes Spider-Man in the paper, and Peter's best friend, Harry Osborn, blames Spider-Man for his father's death and resents Peter for not revealing Spider-Man's identity. To protect her from his enemies, Peter has distanced himself from Mary Jane Watson, despite their mutual romantic feelings. Tired of Peter's secrecy, Mary Jane gets engaged to Jameson's son John.
Now a leader at Oscorp, Harry funds the development of a fusion power machine created by nuclear scientist Otto Octavius, who befriends and mentors Peter. During a public demonstration, Octavius uses a harness with four mechanical tentacles controlled by artificial intelligence (AI) to interact with the machine. However, the fusion reaction destabilizes, threatening mass destruction, but Octavius refuses to shut it down. As a result, the harness becomes fused to his body, and the inhibitor chip restricting the tentacles' AI is destroyed. Octavius is taken to a hospital where doctors attempt to surgically remove the harness, but the tentacles violently defend themselves. Octavius flees off to a derelict harbor warehouse, where he plans to rebuild the machine. While robbing a bank to fund his plan, Octavius takes May hostage, but Peter rescues her.
Overwhelmed by stress, exhaustion, and the conflict between wanting an normal life and his responsibilities as Spider-Man, Peter's powers begin to fade. He gives up being Spider-Man and embraces his civilian life, excelling at university and watching Mary Jane perform in an off-Broadway play. Peter confesses his inadvertent role in Ben's death to May. Though initially shocked, she forgives him. Despite his lost powers, Peter saves a child from a burning building, but another person dies. Believing he could have saved them both as Spider-Man, Peter concludes that his responsibilities as Spider-Man outweigh his personal happiness.
Meanwhile, Octavius completes his new machine and confronts Harry, demanding the rare isotope tritium to fuel it. Harry agrees in exchange for Octavious delivering him Spider-Man, instructing Octavius to find Peter and use him to exact Spider-Man's location. Realizing that she does not love John, Mary Jane meets with Peter at an café to confess her feelings, but he lies that he doesn't reciprocate. Octavius attacks them and kidnaps Mary Jane in order to coerce Peter into finding Spider-Man. Peter's powers fully return, and as Spider-Man, he fights Octavius atop a New York City Subway train. Octavius sabotages the train, forcing Peter to use all his strength to stop it from plunging into the New York Harbor. Despite the passengers' efforts to protect him, Octavius captures the weakened Peter and brings him to Harry.
Harry unmasks Spider-Man, discovering Peter's true identity. Peter persuades Harry to help him save Mary Jane, leading him to Octavius's lair. The larger fusion reaction destabilizes again, and Peter unmasks himself to convince Octavius to resist the tentacles' influence and help him. Octavius, acknowledging his folly, sacrifices himself to drown the machine in the bay. Peter rescues Mary Jane, who now knows his secret, and admits that while he loves her, he cannot be with her. Meanwhile, Harry sees a vision in a mirror of Norman demanding vengeance. Harry refuses to hurt Peter and shatters the mirror, revealing a storeroom of Norman's Green Goblin equipment.
On her wedding day, Mary Jane abandons the ceremony and runs to Peter's apartment, telling him her choice to be with him despite the risk. Their kiss is interrupted by police sirens, and Mary Jane encourages him to go help as Spider-Man.
Kirsten Dunst as Mary Jane Watson: An aspiring Broadway actress and a friend whom Peter has loved since he was a child, yet he gave up the chance of being with her out of his concern for her safety. Still harboring feelings for Peter, Mary Jane begins dating John Jameson and eventually becomes engaged to him. She is also infatuated with Spider-Man, who saved her life numerous times in the past, and is initially unaware that the hero and Peter are one and the same.
James Franco as Harry Osborn: Oscorp's current chief executive officer (CEO), Norman Osborn's son and Peter's best friend, who holds his alter-ego Spider-Man responsible for his father's death. He is also Mary Jane's ex-boyfriend and still harbors feelings for her.
Alfred Molina as Dr. Otto Octavius / Dr. Octopus: A scientist working on behalf of Oscorp and Peter's role model and mentor who goes insane after he fails to create a self-sustaining fusion reaction, which also resulted in the death of his wife, Rosie. Octavius is bonded with his handling equipment, four artificially intelligent mechanical tentacles, which influence his mentality and convince him that he must finish his experiment at all costs.
Donna Murphy as Rosalie Octavius: Otto's wife and assistant.
J. K. Simmons reprises his role as J. Jonah Jameson, the miserly manager and editor-in-chief of the Daily Bugle, while Daniel Gillies portrays his son John Jameson, an astronaut and Mary Jane's fiancé. Christine Estabrook appears briefly as Jameson's wife and John's mother.
As with the previous movie, Bruce Campbell has an cameo appearance, this time as an usher who refuses Peter entry for arriving late to Mary Jane Watson's show. Spider-Man co-creator Stan Lee portrays a man on the street who saves a woman from falling debris during a battle between Spider-Man and Doctor Octopus. Dylan Baker portrays Dr. Curt Connors, one of Peter's college physics professors and a colleague of Octavius, while Willem Dafoe reprises his role as Norman Osborn, Harry's deceased father who appears to him as a hallucination. Dafoe came up with the idea during promotion for Spider-Man, which he compared to King Hamlet haunting his son to avenge him. Elizabeth Banks, John Paxton, Ted Raimi and Bill Nunn respectively reprise their roles as Betty Brant, Osborn family butler Bernard Houseman, Ted Hoffman, and Robbie Robertson. Elya Baskin portrays Mr. Ditkovitch, Peter's landlord, (whose name is a reference to Spider-Man co-creator Steve Ditko) and Mageina Tovah plays his daughter Ursula. Cliff Robertson reprises his role as Peter's deceased uncle Ben Parker in a dream sequence.
Scott Spiegel portrays a man who attempts to eat some pizza, which Spider-Man is delivering, only to have it webbed off from his hands. Elyse Dinh portrays a violinist. Joel McHale portrays Mr. Jacks, a bank teller. Hal Sparks portrays an elevator passenger who has a conversation with Spider-Man. Donnell Rawlings portrays the New Yorker who exclaims that Spider-Man "stole that guy's pizzas" and Emily Deschanel portrays a receptionist. Brent Briscoe plays the garbage man who finds Spider-Man's costume in the trash and gives it to Jameson. Peter McRobbie plays an OsCorp representative. Reed Diamond plays Algernon. Daniel Dae Kim plays Raymond, an assistant of Otto Octavius working in his laboratory. Aasif Mandvi portrays Rahi Aziz, the owner of Joe's Pizza. Joey Diaz, Dan Hicks and Chloe Dykstra portray train passengers. Vanessa Ferlito portrays Louise, one of Mary Jane's co-stars. Joy Bryant appears as a spectator who witnesses Spider-Man in action. John Landis plays one of the doctors who operate on Doctor Octopus. Phil LaMarr portrays a train passenger who is most easily seen to the left of Spider-Man (the viewer's right) while the hero uses webbing to slow the train down. Gregg Edelman portrays Dr. Davis. Twin actors Peyton and Spencer List were to make their movie debuts as a little girl and boy playing on steps but their scene was cut from the movie.
