‘Spider-Man 2’ Is Old-fashioned Hollywood Entertainment at Its Finest

How does one craft a sequel to a phenomenal success? Without a doubt, this was one of the questions on the minds of the filmmakers behind Sam Raimi‘s Spider-Man after that film broke box office records and permeated the culture in the summer of 2002. From Columbia Pictures’, perspective a larger budget for the sequel was certainly called for. Spider-Man 2 (Rami, 2004) was given a budget of $200 million, a tie with Titanic (1997) for largest film production budget of all time. It was also a significant increase over the $139 million budget of Spider-Man. Columbia also secured Raimi in the director’s chair and evidently allowed him a free rein to include more of his distinctive quirks in the film. After an initial draft from Spider-Man‘s credited screenwriter David Koepp, the filmmakers hired two-time Academy Award winner Alvin Sargent to write the screenplay. With these elements, the stage was set for a repeat success.

Despite the budget and personnel, however, the true genius behind the development of Spider-Man 2 came from a genuine understanding of what worked and what did not work in Spider-Man the film and for Spider-Man the character. In the commentary to Spider-Man 2, producer Avi Arad describes creative meetings immediately after the release of Spider-Man where the key filmmakers performed a post-mortem on the film, highlighting its strengths and the weaknesses. They also discussed which elements unique to Spider-Man went underutilized in the first film. This commitment to improving upon their success is evident throughout Spider-Man 2.

It’s especially evident when compared to other comic book films and blockbuster sequels at the time. As I wrote in previous articles in this series, the weakest comic book films were ones that mishandled the central characters, ignoring key elements that had made them popular for decades. As for blockbuster sequels, many are incredibly lazy. There’s a mentality of bigger equals better that exists in so many action-adventure sequels, but “bigger” seems to apply to action sequences and visual effects only. These films will typically feature much bigger storytelling stakes and much more expansive action sequences, but lose sight of emotional stakes and the characters involved in the action. There’s also a tendency to repeat beloved moments from the previous film, failing to understand that reheated leftovers are not as fresh as the original experience.

Spider-Man 2 certainly goes bigger than Spider-Man, but it goes bigger on everything. Sure, the visual effects are much improved, and the action sequences are more exciting, but it doesn’t stop there. Spider-Man 2 features bigger emotions, bigger character depth, bigger relationship depth, bigger drama. At the same time, it goes bigger on comedy and bigger on romance. It repeats moments from the first film, but in a recontextualized way that adds to the thematic resonance of the film. In Spider-Man 2, bigger equals better because it is bigger across the board. The final result is a film that feels timeless and old-fashioned — classic Hollywood entertainment. In 2004, with comic book films popping up left and right, Spider-Man 2 was in a different league than its contemporaries — it was operating on a different level. It succeeded to such a degree that it is still considered one of the greatest comic book superhero films of all time.

Despite being an exciting, fun piece of popcorn entertainment, Spider-Man 2 has a very serious, somber, mature core. Around this core are hung the comedy and action, but the emotional honesty at the film’s centre elevate it above most popcorn entertainments. The guiding principle of Peter Parker/Spider-Man’s life is that with great power there must also come great responsibility. If Spider-Man was about him learning that lesson, Spider-Man 2 is about him struggling with responsibility. The opening voiceover by Peter establishes this theme with the line “I made the choice once to live a life of responsibility,” and the film depicts the outcome of that choice. Early scenes portray the plight of a man heroically driven to stop crime or help people, deal with “disturbances” whenever he sees them, but has vowed never to tell anyone about his secret identity. This double life makes him appear unreliable and irresponsible to those around him. He arrives late for his pizza delivery job after an unseen Spider-Man adventure, then is late delivering pizzas because he has to save two children from an oncoming truck. As a result, his boss fires him. One of Peter’s professors at university sees potential in him but is on the verge of failing him for absences and uncompleted work. The only work Peter can keep is freelance photography for the Daily Bugle, but the editor uses his photographs of Spider-Man to turn the city against the wall-crawler.

Even worse, Peter’s double life has estranged him from those closest to him. Besides thinking of him as unreliable, Mary Jane, Harry Osborn, and Peter’s Aunt May barely see him. When they do see him, Peter’s secret makes him feel isolated. May continues to mourn her murdered husband, Ben, and Peter feels responsible. Harry is obsessed with finding Spider-Man, who he believes killed his father, while Peter hides the fact that Harry’s father killed himself as the Green Goblin. Mary Jane, the object of Peter’s affection and his main motivation in Spider-Man, has moved on with her career and romantic life but is sad to have lost Peter as a friend and supporter.

Meanwhile, Peter is struggling to make ends meet. He lives in a tiny, loud, run-down, one-room apartment, for which he cannot consistently pay the rent. May has defaulted on her mortgage and is going to be kicked out of her house. One of the inventive aspects of Marvel Comics in the ’60s was that the superheroes dealt with real-world problems such as these that made them more relatable. Peter is not Batman or Iron Man, who have seemingly endless fortunes to fund their endeavours.

Spider-Man 2 certainly paints Peter’s life as bleak and lonely. It postulates that someone selfless enough to completely put the common good before oneself would end up miserable and alone. The filmmakers don’t glorify Peter’s misery or dwell too much on it. They seem to argue that Peter’s life has swung a bit too far to the responsibility side of the power/responsibility pendulum and that he must correct it. He needs to find balance, or someone to confide in, rather than suffer in silence. In Spider-Man 2, the audience is not just rooting for Peter to stop the villain or save the world — they want him to be happy, find balance, make being a superhero work for him.

But before he can do so, life continues to dump on Peter. He promises to be at a performance of Mary Jane’s Off-Broadway production of The Importance of Being Earnest but misses it because of a violent car chase. When a bank is robbed by the film’s villain, Doctor Octopus, Peter runs from May to change into Spider-Man, with those around him branding him a coward. And finally, Mary Jane gets engaged to John Jameson, an astronaut and nice guy, seemingly ending Peter’s chances to be with her. As the film unfolds, Peter’s powers begin to malfunction. He cannot stick to walls or shoot webbing reliably. A doctor diagnoses the issue as psychosomatic, and Peter takes stock of the trouble his double life has caused him.

Most people can relate to the feeling of being overwhelmed and put-upon, as well as the thought that changing just one thing will magically fix all of your problems. And so, in a direct homage to John Romita’s artwork from Amazing Spider-Man #50 (July 1967), Peter declares he will be “Spider-Man no more” and leaves his costume in an alleyway trashcan.

At first, life seems to improve for Peter Parker sans Spider-Man. He excels at school, does things on his own time, and even reaches out to Mary Jane. But Peter slowly realizes that he cannot turn his back on his responsibility. He’s conflicted as he walks away from a mugging in an alleyway without helping. When he learns that a young child is trapped in a burning building, Peter cannot bring himself to walk away and runs in without his powers. This contrasts with a scene in Spider-Man, where he saved a baby from a similar situation with relative ease. In Spider-Man 2, he saves the child with great difficulty, only to learn another person was trapped and did not escape. Even J. Jonah Jameson at the Daily Bugle starts to recognize Spider-Man’s value as crime rates in the city skyrocket. Ultimately, Peter realizes that changing one thing in his life did not solve all of his problems.

It’s at this point in the film that the main lesson becomes clear, and it’s a lesson that’s surprisingly mature for a comic book blockbuster. In fact, the entire journey of Peter Parker as a character is surprisingly mature for a summer blockbuster. The lesson, as conveyed by Aunt May, is that sometimes being a hero means being steady and giving up the things we want most, even our dreams. Sure, most Hollywood fairytales will have you believe that everything will turn out perfectly happy, but life is not that simple. Peter is fated to be Spider-Man, and that may make his life more difficult. But the true heroism comes from doing it anyway.

This is the core of Spider-Man 2, the serious mature centre that elevates it above most blockbusters of its time. The filmmakers give Peter and those around him this level of depth and relatability that makes the audience feel invested in his struggles and triumphs. And the triumphs do come in this film. At this point, Spider-Man 2 may sound like a sad, overly-serious examination of the life of a put-upon hero, but that’s far from the truth. Around this emotionally honest core, the filmmakers build exciting action, hilarious comedy and reassuring payoffs.


First, as the theme of responsibility plays out, all of the misery beforehand make Peter’s payoffs particularly sweet. When Doctor Octopus endangers a subway train full of passengers, Peter stops it with his webbing and passes out from the strain. He awakens to find the grateful passengers have carried him inside and, despite him losing his mask, they agree to keep his identity secret. This kind of gratitude from the people he saves is unheard of for Peter, and it’s gratifying to see him earn a win. The bigger payoff comes at the end of the film, when Peter is again unmasked as he stops Doctor Octopus’ final plan. Mary Jane, who was captured by Doc Ock, finds out the truth about Peter. This moment is played wonderfully and wordlessly by Kirsten Dunst. Peter explains that he kept his secret to protect Mary Jane. Ultimately, she decides that the choice of whether to be with Peter, regardless of danger, lies with her. She leaves her fiancé at the altar to be with Peter. Even such a positive ending, Peter and Mary Jane finally being together after two films, is undercut by a final shot of an uncertain Mary Jane which calls to mind the last shot of The Graduate (1967). Mary Jane makes a major decision, but she seems to doubt if it is the right one. Dunst once again sells the moment beautifully with a single, silent look. Despite any doubts, when Peter’s fortunes finally begin to change, it feels earned and worth the wait.

In addition to the positive payoffs at the end of the film, Spider-Man 2 is peppered with some really funny comedic bits all throughout. This is Raimi’s particular brand of quirky humour, which makes the film seem more like a “Raimi film” than Spider-Man. When Peter changes into his alter-ego to deliver pizzas at the beginning, a bystander thinks Spider-Man stole the pizzas. Peter’s landlord is an over-the-top Russian obsessed with his rent. When Peter covers an upscale party for the Daily Bugle, he keeps just missing out on food and drinks. His mask makes its way into his laundry, dying his other clothes red and blue. There are also several long takes of awkward humour. Peter emerges from a broom closet he snuck into and must deal with a constant barrage of falling brooms and mops as he attempts to close it. He discusses the comfort of his costume with a fellow passenger when, after his powers fail, he is forced to ride an elevator as Spider-Man. After failing to regain his powers in a jump between buildings, and hurting his back in the fall, the shot lingers on Peter as he limps away, accidentally setting off a car alarm in the process. The apex of the film’s quirky humour, of course, is the montage of Peter’s life after giving up Spider-Man. Scored to “Raindrops Keep Falling on My Head” by B.J. Thomas, the montage is knowingly cheesy and dorky, complete with a freeze frame of Peter smiling.

All of these are examples of Raimi playing into the inherent silliness of the film. Spider-Man 2 has a great deal of emotional honesty and seriousness at its core, which gives the film a sense of gravitas, but it’s still a film about a superhero named Spider-Man. That’s a silly concept. The little bits of humour keep the film light and fun, avoiding the over-seriousness that plagued recent Marvel Films like Ang Lee‘s Hulk (2003) and Jonathan Hensleigh‘s The Punisher (2004). Those films were silly at their core, with an unearned sheen of over-the-top seriousness. Peter’s plight is played in turns as depressing and hilarious, allowing the film to strike a perfect tone. In addition to the quirky Raimi humour, the director also includes several techniques borrowed from his earlier horror work. The scene when Doc Ock’s tentacles kill a room of surgeons is a direct homage to the Evil Dead series, while other quick cuts and zooms add a welcome level of camp horror to the texture of the film.

Doc Ock’s mechanical tentacles. (Spider-Man 2 / IMDB)

Upon revisiting Spider-Man, I was surprised at how dated it was in its depiction of female characters. Although there are no additional female characters of note introduced in Spider-Man 2, its treatment of May and Mary Jane is much improved. May, first of all, has much more strength and agency than in the first film. She throws Peter a surprise birthday party and demands he take money as a gift, despite her own financial issues. She even tries to scam the bank a little bit. She even saves Spider-Man by hitting Doctor Octopus in a fight. When Peter sits her down to explain his perceived role in Uncle Ben’s death, she’s initially taken aback but later reassures Peter and gives him sage advice. And finally, she decides to proactively move out her house, downsizing before she is forced out. Altogether, May in Spider-Man 2 feel like a mature, wise, three-dimensional woman, rather than the two-dimensional victim as seen in Spider-Man.

As for Mary Jane, she has moved on and come into her own as a character. As Peter’s object of affection and motivation in the first film, she came across at best as flat and uninteresting, and at worst as a helpless, agency-less victim. In Spider-Man 2, she has gained some success in her career, become engaged and, best of all, she calls Peter out on his treatment of her; he’s not supportive, he toys with her emotions, tries to undermine her engagement, and she doesn’t have time for him. The film also sidesteps the tired trope of her new romantic interest being a bad guy that the hero must rescue her from. John Jameson is depicted in the film as supportive and genuinely nice. Even though Mary Jane predictably ends up with Peter, the screenwriter attempts to frame her choice in feminist terms. I have always found the dialogue in the final scene to be a bit clunky, but the intention is clear: what Mary Jane does with her life is her decision. Peter should not be the one to unilaterally decide whether they get together and for what reasons. This portrayal is leaps and bounds ahead of Spider-Man’s.

One major element of Spider-Man 2 that I have only touched upon so far is the main villain: Doctor Octopus, or Doc Ock. Portrayed by the great Alfred Molina, Dr. Otto Octavius is a revelation of a comic book film villain. He’s so warm, likable and idealistic in his early scenes, before his accident, when he emerges as an idol for Peter in both science and romance. Unfortunately, his attempts to create a star-like fusion reaction to provide an endless supply of free energy ends in tragedy. His lab is destroyed, his reputation is fatally tarnished, his four robotic tentacles are fused to his spine and, worst of all, his beloved wife is killed. In the aftermath, the malicious artificial intelligence of the tentacles, the true villains of the film, overwhelms Ock’s mind, encouraging him to go to any lengths to recreate his experiment, prove his doubters wrong, and make his wife’s death mean something. Ultimately, Peter manages to appeal to Ock’s humanity as his new experiment threatens the city, and Doctor Octopus dies a hero while stopping his experiment.

The conceit of Doc Ock being a good man corrupted by his tentacles keeps the character sympathetic. Despite the bad things he does in the film, Molina’s likable early presence and understandable motivations keep him from ever seeming completely evil. This makes the character quite different from most comic book film villains, who were so often portrayed at this point as over-the-top cartoons with no nuance. This quality even puts him ahead of Willem Dafoe’s Norman Osborn/Green Goblin from Spider-Man. Both characters are scientists who become mentors/father figures to Peter before a lab accident incurs a form of split personality that motivates them to commit evil deeds that further their agendas. Both discover Peter’s identity and ultimately kill themselves. But whereas Dafoe seemed deliciously evil much of the time, Molina seems tragically misguided. This is yet another example of the maturity of Spider-Man 2.

Alfred Molina in Spider-Man 2 (2004) (IMDB)

Doctor Octopus has long been my favourite Spider-Man villain. Part of the character’s appeal is the dynamic look and fighting style, particularly against a character with the abilities of Spider-Man. In this regard, the incredible action and Academy Award-winning visual effects of Spider-Man 2 don’t disappoint. The interactions between Spider-Man and Doc Ock are astonishing. This is especially true during the train fight, which remains my favourite Spider-Man action sequence ever on film. Throughout the film, full use is made of Spider-Man’s unique abilities: sticking to walls, web spinning, acrobatic dexterity, and super-strength. The film greatly improves upon digital characters and effects from the first film, making the CGI-heavy action less distracting. Most digital characters in the early-’00s looked weightless, rubbery and cartoonish (with a few exceptions, such as Gollum from The Lord of the Rings, 2001-2003). Spider-Man was plagued by this problem, but Spider-Man 2 overcame it. Digital shots of Spider-Man jumping and swinging in the film still hold up today to a more sophisticated eye, as the character seems to have really weight and gravity and photorealistically blends into the real backgrounds. Doc Ock’s tentacles imperceptibly switch between practical puppets and computer-generated effects throughout the film, adding the illusion of reality to their presence.

The action tends to be short and to the point, with the train fight being the only extended set-piece. Most other Spider-Man scenes take less than a minute, such as saving the kids from a truck or stopping the car chase. In that way, the action is better incorporated into the overall story, and the actions are full of Raimi’s quirky humour. For example, when May is endangered by Doc Ock and hangs from a statue on a building by her umbrella, the tension mounts as she slips further and further. When she loses her grip, instead of falling, she lands on an unseen ledge just beneath her feet, totally safe. The same way Raimi increases Peter’s misery in some scenes only to pay it off with a laugh, he can ratchet up the tension to the same end.

I also want to mention that, as in the Spider-Man, the filmmakers had the uncanny ability to cast future stars in small roles. Aasif Mandvi appears as Peter’s Pizza delivery boss. Emily Deschanel, future star of Bones, appears as a delivery customer. Daniel Dae Kim (Lost, Hawaii Five-O) plays Doc Ock’s laboratory assistant. Joel McHale (Community, The Soup) plays a bank employee. Daniel Gillies (The Vampire Diaries, The Originals) plays Mary Jane’s fiancé, John. The film had excellent casting across the board.

Every element of Spider-Man 2 was firing on all cylinders. The mature, emotionally honest core, the quirky humour, the depth of characters, and the stellar action and visual effects. It took the phenomenal success of the first film and built on it to create a blockbuster that succeeds on every level.

In this series of articles, I have endeavoured to put films in the context of their time of release, only mentioning future films in passing. I feel compelled, however, to break my own rule for Spider-Man 2 and discuss future films for two reasons. I feel that the success and quality of the film can best be described in comparison to the Dark Knight films.

Spider-Man 2 is good old-fashioned Hollywood entertainment. It feels elevated above the trappings of its specific comic book popcorn entertainment, achieving a timeless quality unique to Hollywood’s greatest entertainments. This is where the comparison to Christopher Nolan’s Dark Knight films seems apt, as the first two films in that series followed a similar trajectory. Spider-Man (2002) and Batman Begins (2005), though tonally different, are about as good as it gets when it comes to pure comic book films. Their ambitions stop there, however, at being great comic book films. Spider-Man 2 and The Dark Knight (2008) aimed higher. They were more ambitious. They attempted to be great films, not just great comic book films. In aiming higher and succeeding, they seem to exist on a different plane than their contemporary comic book films and even most blockbuster films. This is the reason they’re always mentioned in discussions of the greatest comic book films.

As for Spider-Man: Homecoming, it’s a wonderful film. It’s hip, youthful and vibrant, particularly when contrasted with the old-fashioned timelessness of Spider-Man 2. They are both really good films, but with different ambitions, different aims. That is why I can appreciate both films to such a degree with them feeling so completely different. Genre film fans have a tendency to love one thing at the expense of another. They often come across as incapable of praising one piece of entertainment without tearing down another. I’m capable of loving both Spider-Man 2 and Spider-Man: Homecoming despite, and perhaps because of, their differences.

How does one craft a sequel to a phenomenal success? By improving on every aspect of the previous film. Added depth, added humour, better villain, better action, better visual effects, more relatability, and a bit of that undefinable, old-fashioned Hollywood magic. Spider-Man 2 was not quite as successful at the box office compared to Spider-Man, but it came surprisingly close. The film’s $373 million take in North America and $783 million worldwide ensured that Columbia’s added investment didn’t go to waste. The film was not a widespread cultural touchstone in the same way as Spider-Man, but it had a major impact nonetheless. The quality of Spider-Man 2 was readily apparent, and it immediately became the gold standard for comic book films, the film by which all others would be judged. Superman: The Movie (1978) was the first true comic book superhero film, but that was 26 years old. X-Men (2000) legitimized modern comic book films by taking its subject matter seriously, while Spider-Man (2002) brought comic book films to the highest echelon of blockbuster success. Spider-Man 2 synthesized all of these influences into a true classic that inspired the comic book film craze moving forward. It is truly the apex of the early years of Marvel’s comic book film boom.

Stan Lee Cameo Corner: As in the first film, he watches underneath a fight between Spider-Man and the villain, pulling a woman out of the way of falling rubble. That’s five cameos in nine films.

Next Time: Even Ryan Reynolds can’t save the Blade trilogy from ending on a disappointing note.