d. Sam Raimi, 127 minutes or 135 minutes (extended)
![Full Full](/uploads/1/1/7/7/117781925/805861874.jpg)
About two years following the events of the first film, college student Peter Parker was experiencing a myriad of problems due to his crime-fighting interruptions ('disturbances') as Spider-Man: perpetually late and then fired from his Joe's Pizza delivery job, money problems, tardy as a Columbia Univ. physics student with steadily-declining grades, and life in a walk-up studio apartment where he was perpetually behind on the rent, and his Aunt May (Rosemary Harris) faced foreclosure. He had lost contact with friends, including still-bitter Harry Osborn (James Franco) who held Spider-Man responsible for his father's death - and now head of the Special Projects division of his father's company Oscorp, and long-time love Mary Jane Watson (Kirsten Dunst) - a billboard model and off-Broadway stage actress.
- Peter Parker is going through a major identity crisis. Burned out from being Spider-Man, he decides to shelve his superhero alter ego, which leaves the city suffering in the wake of carnage left by the evil Doc Ock. In the meantime, Parker still can't act on his feelings for Mary Jane Watson, a girl he's loved since childhood.
- Continuing adventures of Peter Parker aka Spider-Man, as he attempts to thwart the villainous Doctor Otto Octavius, aka Doctor Octpus.
Oscorp was funding fusion experiments being conducted by Peter's idol, Dr. Otto Octavius (Alfred Molina), who told Peter about his work to create: 'a perpetual sun providing renewable power for the whole world'. Peter disappointed Mary Jane by missing her 8 pm stage performance of 'The Importance of Being Earnest' due to his crime-fighting Spider-Man duties - and he found he was beginning to lose his powers.
During a demonstration of Dr. Octavius' fusion-energy-producing apparatus (fueled by rare tritium) with 4 mechanical tentacle-arms ('impervious to heat and magnetism') attached to a waist-harness and controlled by a spinal-computer-brain interface, the device overheated, exploded, and the apparatus became fused to his body - and his wife Rosalie (Donny Murphy) lost her life. When doctors attempted to surgically remove his arms, Octavius killed his surgeons and escaped, and was subsequently nicknamed 'Doc Ock' by the Daily Bugle's chief editor Jameson (J.K. Simmons), who continued to regard Spider-Man as a menacing criminal.
During a bank robbery sequence, mad scientist Doctor Octopus, believing that he could have 'the power of the sun in the palm of my hand' if only he had money, seized bank customer Aunt May as hostage - who was saved from certain death on the side of the building by Spider-Man.