Film / The Amazing Spider-Man 2

♫ I love you long after you're gone... gone... gone. ♫

"But you better make damn sure you kill me this time, 'cuz if you don't, I'm going to kill the light. So everyone in this city is gonna know how it feels to live in my world. A world without power. A world without mercy. A world without Spider-Man."

— Electro

The Amazing Spider-Man 2^* Promoted as The Amazing Spider-Man: Rise of Electro in some markets is a 2014 live-action film based on the Marvel Comics superhero Spider-Man and the sequel to 2012's The Amazing Spider-Man, once again directed by Marc Webb and starring Andrew Garfield as Peter Parker/Spider-Man. It is the second installment in The Amazing Spider-Man Series, which was subsequently discontinued after the release of the film. It is the fifth Spider-Man movie to be released, and the last live-action entry to be developed independently by Sony.

Months after the Lizard's attack on Manhattan, life seems to be going well for Peter Parker - he's graduated at the top of his class, he has a happy romantic relationship with Gwen Stacy (Emma Stone), and still has time to help the police deal with crime running rampant in the city. Things take an unexpected turn, however, when Oscorp technician Max Dillon (Jamie Foxx) gets into an accident that transforms him into an electricity-powered freak of nature that quickly becomes Spider-Man's most powerful opponent yet.

In addition, there's the matter of the unexpected return of Peter's old friend, Harry Osborn (Dane DeHaan), who has an infatuation with the web-slinger and is slated to take control of Oscorp as his father Norman (Chris Cooper) becomes increasingly ill. Unfortunately, Peter learns a truth about his parents that will test his friendship with Harry and transform the world around him as he is posed to fight his greatest battle.

The film also stars Sally Field as Peter's Aunt May, Felicity Jones as Felicia Hardy and Paul Giamatti as Aleksei Sytsevich/Rhino. It was released on May 2, 2014 in the United States, but interestingly opened in several international markets weeks before that date.

The movie was envisioned as a launchpad for a Shared Universe of Spider-Man characters that would compete with the Marvel Cinematic Universe. After the film came below Sony's financial expectations and there were multiple behind-the-scenes issues with the further development of the planned franchise, Sony instead signed a deal that allowed Spider-Man to appear in the MCU, via another reboot. Tom Holland appears as Peter Parker in Captain America: Civil War and from there stars in his own trilogy, with appearances in Avengers: Infinity War and Avengers: Endgame.

Jamie Foxx reprises his role as Electro in Spider-Man: No Way Home.

Some of the proposed spin-off ideas were repurposed for Sony's Spider-Man Universe, a cinematic universe adjacent to the MCU.

As was the case with the first movie, Beenox made the video game adaptation.

Official trailer here.

---

The Amazing Spider-Man 2 contains examples of:

• Aborted Arc: It seems the arc from the first movie of Peter hunting Uncle Ben's killer has been dropped, despite it being a Sequel Hook last time.
• Action Girl: Gwen Stacy actually is the main one to defeat Electro, rather than Spider-Man, and saves his life when Electro is about to kill him, even though she does get killed in the end for getting involved.
• Adaptation Distillation/Composite Character:
  • The movie version of the Rhino is a Russian thug like the mainstream version, but sports a suit of Powered Armor like the Ultimate Rhino.
  • Electro seems to be taking cues from his Ultimate universe's design (specifically his later design where he looks like a solid-blue energy being) and origin from his The Spectacular Spider-Man take. There is also a precedent to him being a vengeful social outcast in Spider-Man: The New Animated Series.
  • Harry Osborn maintains his relationships with Norman Osborn and Peter, and adds Ultimate Eddie Brock's history with Peter, namely that they were childhood friends who drifted apart and reconnected after Peter became Spider-Man. As the Green Goblin, he gains his powers from the same source as Peter and physically transforms into a Goblin-like creature as in the Ultimate Universe, however the transformation isn't as extreme as in the Ultimate Universe and he still uses the glider and pumpkin bombs from the traditional comics. Much like Ultimate Eddie Brock, Harry is spurred into villainy by a perceived betrayal by Peter.
  • Richard Parker combines elements of the Ultimate Comics version (brilliant scientist whose experiments tie into Spidey's rogues gallery) and the regular comics (killed by villains via a plane crash and falsely branded a traitor, which is why Aunt May avoids talking about him).
  • The spider that bit Peter in the last film is part of an Oscorp genetic modification experiment as in the Ultimate universe, with Richard Parker's notes revealing in this film that part of the experiment included a radioactive isotope being injected into the spider, essentially making it into a radioactive spider as in the original story. It also combines elements of Ultimate Venom, as the spider is part of Richard Parker's research in an attempt to cure terminal illness and is ultimately what leads to the plane crash that leaves Peter an orphan — albeit with the plane crash occurring under different circumstances in the two instances.
• Adaptational Heroism: Max Dillon is a minor example, at least pre-Electro. In the original continuity, Max was a Jerkass with few morals long before even becoming a super villain. Here, he's a nicer guy (if somewhat unstable) before turning to villainy.
• Adaptational Villainy:
  • Harry is portrayed differently than he was in the comics, being the Big Bad, and the Green Goblin that killed Gwen, rather than his father, whereas his comics counterpart was genuinely upset by Gwen's death. Harry is put into the position of running a company he has no experience with just for the small chance of finding a cure for his genetic condition as opposed to just being a man trying to make his own life away from his family name in the comics.
  • Dr. Kafka in the comics is a well-meaning psychologist with a number of success stories, not a ranting Mad Scientist.
• Advertised Extra:
  • Downplayed with the character of Alexei Sytsevich (Rhino). He's the least advertised of the movie's villains, and he's also the one that gets the least amount of screentime. Technically speaking, he doesn't even become the Rhino until the last few minutes of the movie. Downplayed because again, he was the least advertised, and his appearance ends up being a clear Sequel Hook as Harry is building the Sinister Six. Alexei acts as the film's narrative bookends.
  • Played straight with Norman Osborn, who dies early into the movie — though he does have bearing on the plot.
  • Technically speaking, Harry as the Green Goblin is played up a little more in the ads than he is as a super-powered antagonist — like Venom in the Sam Raimi movies, he appears for about ten minutes. Also like Raimi's Venom, the Green Goblin makes those ten minutes count.
• A God Am I: Electro thinks that people will see him as one once he siphons all the electricity from Manhattan (and then, most likely, the world).
• All There in the Manual:
  • The prequel comic explains what happened to Peter's old costume and what prompted him to revamp the design.
  • The Daily Bugle tie-in site does a lot of world building, alludes to a number of Spider-Verse characters who have yet to appear in the films, and even offers up an explanation for the Vulture's wings. See the "Mythology Gag" list on the page for the franchise to see just how many characters, locations, and plot threads they allude to.
• Already the Case: Harry Osborn is dying of a terminal illness, and wants Spider-Man's blood, believing it and its healing abilities to be his only hope for survival. Spidey refuses to give it to him, fearing that his blood may harm or kill Harry, or even turn him into a monster like what happened with the Lizard in the previous film. Harry responds that he's already dying, so he's got nothing to lose.
• Alternative Foreign Theme Song: The Japanese release uses Mika Nakashima and Kato Miliyah's "Fighter" as its theme song.
• And I'm the Queen of Sheba: An Oscorp employee expresses disbelief that Max had anything to do with designing the hydroelectric power generators by saying "And I'm Spider-Man". Max, being at this point a dangerously obsessed Spider-Man fanboy, grabs him and screams at him for saying this... but it turns out to be an Imagine Spot.
• And Starring: "With Paul Giamatti and Sally Field".
• And the Adventure Continues: Peter starts battling Rhino just before the credits roll.
• Annoying Laugh: Discussed between Peter and Gwen about the latter.
• Arc Symbol: The film gives lots of focus on clocks, coinciding with the theme of time and how it affects people or how they use them.
• Arc Words:
  • "Hope" is frequently mentioned, not only to allude to Spider-Man's status as a Hope Bringer but also as a reminder (especially to Peter) to pick yourself up from a Despair Event Horizon.
  • "Roosevelt", the name of the file that Richard Parker uploaded seconds before his death. Peter naturally associates it with President Roosevelt, but lacks a proper context and gets distracted by other issues until he uncovers a clue which allows him to realize its significance. The file ends up being located at an abandoned section of Roosevelt Avenue.
• Ax-Crazy: Harry progressively becomes this throughout the movie.
• Badass Boast: Courtesy of Electro:
  Electro: Soon, everyone in this city will know how it feels to live in my world... a world without power... a world without mercy... a world without Spider-Man. They will see me for who I truly am... Don't you know? I'm Electro.
• Bad Liar: Peter claims his face got dirty from cleaning the chimney (which they don't have) and that he made all the clothes in the washing machine come out red and blue because he was washing the flag. Aunt May doesn't seem to believe any of it but she doesn't question further.
• Battle Couple: Spidey and Gwen get a bit of this during the final battle with Electro.
• Big Bad Duumvirate: Max Dillon goes insane after becoming "Electro," and is freed from Oscorp custody to continue his rampage by Harry Osborn, who becomes the Green Goblin in an attempt to cure himself of his fatal disease.
• The Big Board: Peter uses a bulletin board and tape to plot out all the clues on his father.
• Bittersweet Ending: Gwen dies and Spider-Man suffers from a Guilt Complex for five months until he listens to Gwen Stacy's speech (which he missed at the beginning of the film due to being busy fighting crime) and gets a Heroic Second Wind.
• Black and Nerdy: Max Dillon.
• Boisterous Bruiser: Rhino, in his later appearance.
• Book Ends: Spider-Man's first and final scenes feature him facing off Aleksei Sytsevich.
• Both Sides Have a Point: Harry Osborn is suffering from a terminal disease, and wants Spider-Man's blood, believing it to be his only hope of survival; however, Spider-Man refuses, believing it might harm or kill him, or even turn Harry into a monster like the Lizard. While Spidey makes a valid point, Harry also does when he points out to Spidey that he's already dying, so he's got nothing to lose either way.
• Broken Aesop: As in the previous film, Gwen criticizes Peter for trying to prevent her from getting involved in his superheroics because her decisions are not his to make, and the film wants us to agree with her that he's being overprotective and controlling. However, the events of the film prove him absolutely right to try to keep his muggle girlfriend well away from superpowered fighting. Her technical skill and knowledge of the electrical grid do help him take down Electro, but when the Green Goblin targets her in his grudge match with Spider-Man, the latter has to divide his attention between protecting her and fighting Harry, and ultimately this gets her killed.
• Bullet Time: How the film shows Peter's reflexes.
• Bullying a Dragon: Because when you see a blue guy apparently capable of surviving gunshots and can control electricity, what you should really do is shoot at him some more if you're police and jeer at him if you're civilian.
• But for Me, It Was Tuesday: A rare inverted/heroic version with Max Dillon. Spider-Man helps so many people on a daily basis that he initially doesn't remember Max until Max reminds Peter of that day, although Max isn't helped by his new Electro appearance. Subverted in that Peter does remember their encounter, if not Max's name, and recalls enough particular details of his prior conversation with Max that he nearly defuses the situation...until a trigger-happy SWAT sniper immediately re-lights the fuse by trying to snipe Max.
• Call-Back:
  • One of the e-mails in Peter's inbox was from Aunt May, asking him to buy some eggs.
  • When Gwen shows Peter how to avoid getting his web shooters electrocuted (something which he failed to do earlier), she tells him "that's why you're second in class".
  • Peter catches Gwen at the waist with his webbing, just like he did when he threw her out the window in the first one.
• Calling the Old Man Out: Apparently on Harry's 16th birthday, Norman (or his assistant) sent the wrong gift to Harry, who wound up with a bottle of scotch and a card that said "With compliments, Norman Osborn." This is one of Harry's many complaints.
• Casting Gag:
  • Dane DeHaan playing an unstable teenage supervillain with daddy issues? We've seen this before.
  • Chris Cooper is once again a Corrupt Corporate Executive.
• Central Theme: The concept of time and its fleeting presence is shown in several scenes.
  • The first shot of the film is Richard's watch, highlighting the race against time he faces in destroying the genetically altered spiders, sending the Oscorp evidence to Roosevelt, relocating Peter to his aunt and uncle, along with escaping the country with his wife. He successfully fulfills the first three duties, but fails on the last. He even alludes to this in his recorded confession:
    "I always thought that I'd have more... time."
  • When Harry enters the film, he finds out that his father, Norman, is suffering from a genetic disease. Eventually, Norman dies, kicking off Harry's subplot in dealing with the side-effects of his disease and his attempts to find a cure, worried that he's not long for this world. When he believes that genetically altered spider venom is the cure, administering it worsens his condition, turning him into a near-dying Green Goblin. Luckily, he finds and puts on a nearby self-healing Oscorp EXO-suit, granting himself more time to live.
  • Electro absorbing the electricity in the Oscorp power plant shuts off ATC communications and hospital power supplies, sending the two groups in a desperate scramble to save the lives they are responsible for. One of the ATC workers even activates a stopwatch to gauge the time left before two Boeing 747s are set to collide with each other. Despite these setbacks, Spider-Man defeats Electro and restores the power grid, saving these innocent civilians in the nick of time.
  • Finally, there is the relationship between Peter and Gwen. The previous film had Peter seemingly breaking Captain Stacy's promise to keep Gwen safe by continuing his relationship with her, despite being Spider-Man. Because of this, Peter starts to see Captain Stacy's ghost at various moments, hinting at the potential fate that Gwen could share with her father. So he breaks up with her to ensure her safety for the rest of her life. However, their next meeting reveals that Gwen will be going to England, meaning that he has less time to spend with her as friends. Thus, Peter happily decides to go to England with Gwen, committing to this romance as long as he can. But the threats of Electro and and the Green Goblin grind this to a halt, culminating with the final fight in the clock tower. With Spider-Man attempting to hang on a web strand holding Gwen and fighting back the Green Goblin at the same time, his attacks only shift gears closer to the web strand, possibly cutting it. He forces a foot between the gears, literally holding back time to save Gwen's life, but the gears finally break and cut the web strand, causing Gwen to fall to her death. In other words, Peter's indecisiveness regarding his relationship with Gwen made time permanently run out for her.
• Character Death:
  • Norman Osborn dies early on in the film due to the genetic disorder that had left him clinging to life in the last film. Though he is only stated to have died offscreen, and the film never actually shows his dead body.
  • Gwen Stacy, in a similar manner as the comics. Except, instead of catching her wrong and snapping her neck, Peter catches her too late and her head hits the ground.
• Chekhov's Gun: After his first fight with Electro, Peter looks up some YouTube videos describing how batteries can hold a certain amount of charge, but get fried and/or explode from overcharging. Guess how Electro goes down.
• Chekhov's Gunman: Aleksei Sytsevich is a nameless, seemingly generic villain who appears to be present at the beginning of the film (with the rest of his thugs) just so Spidey can kick his ass in a nice opening action scene. After the fight ends and he's restrained by Spider-Man's webbing, he shouts "THIS IS NOT END, SPIDER!", as Peter walks away, ignoring the threat. Guess who breaks out of prison and is given control of the Rhino mecha-suit after the climax?
• The Chosen One: Oddly enough, Spider-Man gets this treatment in contrast to the common trend to portray him as an "everyman" superhero. Richard Parker makes it so that only his bloodline is compatible with his experiments, meaning that Oscorp can't continue his work without his family's involvement. As an unintentional side effect, this means that his son Peter is the only person that could have become Spider-Man after being bitten by one of the surviving spiders, which comes in handy considering that Oscorp seems to be responsible for the creation of all of the supervillains in this setting.
• Clock Tower/Climbing Climax: When Spider-Man fights the Green Goblin.
• Close on Title: The first thing seen after the prologue is the symbol from Spider-Man's back and the title seems like it should be overlaid, yet it doesn't appear until the beginning of the end credits.
• Comic-Book Movies Don't Use Codenames: Spider-Man averts this, naturally, and both Electro and Rhino name themselves as such. On the flipside, Harry is only called the Green Goblin in the credits.
• Corrupt Corporate Executive: Oscorp is run by them, with Menken establishing himself as the worst when he covers up several of the company's atrocities and pinning them on Harry.
• Cruel and Unusual Death: Despite being a Torture Technician with no compunction, Dr. Kafka is offed by being strapped to the machine he was housing Electro in and being simultaneously shocked while being submerged, which would guarantee a slow and painful end.
• Cruel Twist Ending: Although many fans anticipated such happening, Gwen's death can come off as this.
• Deducing the Secret Identity: After becoming the Green Goblin and arriving at the Oscorp power plant, Harry figures out that Peter is Spider-Man when he sees that Gwen is there with him.
• Disney Death: Averted and Subverted. Peter's first reaction to Gwen's death is played like a Disney Death, but she doesn't wake up.
• The Dog Bites Back: Electro and Harry work together to do this for Oscorp's betrayals of the two of them.
• The Dragon: Electro briefly becomes this to Harry later on in the film.
  • Dragon-in-Chief: Briefly this before for Harry. That is, until Harry becomes the Green Goblin.
• Early-Bird Cameo:
  • According to Chris Cooper, this film is an introduction to Norman Osborn as a character, but not as a major force against Spider-Man. Given that he dies offscreen, and that Cooper was worried about spoiling something, it's possible that Norman comes Back from the Dead somehow - or that he was a Lying Creator.
  • Felicia Hardy and Alistair Smythe make brief appearances, though whether or not they have more significance to the plot will now likely never be seen.
• Easter Egg:
  • In a Freeze-Frame Bonus moment in a Missing Trailer Scene, the Oscorp computer that Harry pulls up, while extremely blurry, makes mention of Dr. Curt Connors, Dr. Morbius, Venom Storage, and Ravencroft.
    • In the movie proper, Venom Storage instead refers to the storage of venom from the genetically altered spiders that gave Peter his power. So while not THAT Venom, the naming was likely an intentional Mythology Gag.
  • A citizen that asks about what people think of Spider-Man appears in a shirt that looks like the one that belonged to Flint Marko, better known as the Sandman.
• Entitled Bastard: Harry Osborn comes off as this instead of a desperate man trying to find a cure for his terminal disease.
• Environmental Symbolism: Gwen's death is moved to a clock tower, because she had previously given a speech about how fleeting life and time are. The location shift makes her death more tragic and ironic, given her emphasis on time in her graduation speech.
• Epileptic Flashing Lights: The Oscorp lights strobe furiously while Harry transforms into the Goblin.
• "Eureka!" Moment:
  • Harry realizes Peter is Spider-Man after he sees Spidey and Gwen together after previously learning about her relationship with Peter, and Spider-Man gives the exact same arguments to why Harry can't have a sample of his blood that Peter had earlier suggested he would.
  • Gwen and Peter have one when trying to figure out how to keep Electro from shorting out Spider-Man's web-shooters (as some people might not realize, the web-shooters are man-made, not a biological power of Peter's):
    Peter: How am I gonna stop him? Every time I get close to him, he fries my web shooters.
    Gwen: Okay, have you tried grounding them?
    Peter: Yeah, I've tried everything. Rubber, plastic...
    Gwen: Did you try magnetizing them?
    Peter: I didn't try magnetizing them.
    Gwen: Okay, well, remember eighth-grade science class? If you magnetize a nail with a battery...
    Peter: ... it holds an electric charge.
• Evil Cripple/Dark Lord on Life Support: As mentioned in the previous film, and as finally seen here, Norman Osborn is dying from certain complications. The trailer shows him apparently bedridden, casts his face in a sickly green light, and his voice is croaky. He supposedly dies offscreen.
• Evil Is Petty: Menken pinches Max's hydroelectric plant design when the man already works for Oscorp. Other than the fact that he's just a massive Jerkass, there's no reason to have done this.
• Evil Laugh: Harry's is impressive.
• Evil Tower of Ominousness: The Oscorp tower.
• Failure Montage: After an encounter with Electro overloads his web shooters, Peter is shown trying to find a way to keep that from happening, resulting in him repeatedly making batteries explode and eventually starting a fire.
• Fake Crossover: With X-Men: Days of Future Past. See The Stinger for details.
• Fake Shemp: Whilst Uncle Ben appears in flashbacks to the night Peter's parents left him with Ben and May, the cameras never show Ben's face due to Martin Sheen not returning for the film. The exception is a shot lifted from the last film, which gets around the issue.
• Fanboy: Max Dillon, for Spider-Man. Until he becomes Electro.
• Fire Hose Cannon: When Electro goes on a rampage for the first time, Spiderman took him down using a nearby fire-hose. While wearing a fire-helmet borrowed from one of the firefighters no less.
• Forced to Watch: The boy's mother tries to run for him when he slips under the safety barrier, but the cops hold her back because they don't want her to get hurt in the crossfire. She's sobbing and begging for her baby, fearing he'll be killed.
• Foreshadowing:
  • Gwen Stacy's entire graduation speech is chock full of hints towards her eventual death by falling down an entire clock tower.
    "I know we all think that we're immortal. We're supposed to feel that way. We're graduating. But, like our brief four years in high school, what makes life valuable is that it doesn't last forever. What makes it precious is that it ends. And I know that now more than ever. And I say it, today of all days, to remind us that time is luck."
    • In a Deleted Scene, Aunt May outright warns Peter that no one has forever and even taps her watch when urging him to tell Gwen how much he loves her before she goes to England.
  • One of the pictures Peter tapes to the wall when he tries to solve the Roosevelt mystery is Gwen's, with a note saying "Do I have to lose you too??" pinned below that. The lyrics of the song that plays during this scene that follow the shot of the picture are "Baby, I'm not moving on/I'll love you long after you're gone".
  • Also, Captain Stacy's appearance when Gwen shows up during the Electro fight pretty heavily implies the outcome.
  • The movie blatantly displays Dr. Octopus' robotic arms and the Vulture's wings among the weapons technology at Oscorp. This would be a spoiler if they didn't slowly pan the camera to give both of them a good showing before zooming in on the Rhino's suit.
• Foregone Conclusion: People familiar with the backstory probably know that Gwen Stacy will die.
• Forgotten First Meeting: Double Subverted. After Max Dillon becomes Electro, he causes a scene in Times Square, prompting Spider-Man to arrive. While Spidey does remember Max once reminded of the incident, he has trouble recalling his name (in the Web-Head's defense, he remembers the conversation, and that he told Max that he's Spidey's "eyes and ears").
• Four Is Death: The time on the clock tower displayed when Gwen dies is 1:21, a reference to Gwen's death in the comics in Amazing Spider-Man #121. But look at where the hands land - the minute hand is past the four-hour mark while the hour hand is on the four minute mark.

• Freeze-Frame Bonus: When Peter goes on Google to search for "What is the Roosevelt" the auto-complete for "what" initially gives "...does the fox say?"
• From Nobody to Nightmare: Max Dillon goes from ignored Oscorp technician to a being of pure energy with a chip on his shoulder.
• Futile Hand Reach: Done with visual symbolism when Peter's web line forms a hand fruitlessly reaching out to Gwen Stacy.
• Gender-Blender Name/Gender Flip: Dr. Kafka is a man instead of a woman as in the comics, but is still named Ashley (which used to be a staunchly male name, as it was with Gone with the Wind or The Evil Dead (1981)).
• Goofy Print Underwear: Aleksei Systevich wears boxers with rhino faces (appropriately enough).
• Grave-Marking Scene: Parker spends a lot of time at Gwen's gravestone. Doubles as a Really Dead Montage.
• Greater-Scope Villain: Oscorp, and most specifically Vice President Donald Menken. Their Starscream antics to the Osborn family, hiding of Max's "death" and blaming of Harry for the incident, and their "special projects" division directly lead to the creation of the Green Goblin.
• Guilt Complex: Peter really goes hardcore with this. He's feeling guilt towards himself throughout the whole movie for continuing to date Gwen despite her father telling him to stay away from her out of concern for her safety. He also feels guilty about both Max and Harry, who both blame him for failing to help them. Then when Gwen actually dies because he came back to her anyway after she was moving to England (although granted, it was her choice to help Peter in the battle), it hits him so hard that he spends five whole months mourning her death and blaming himself over it. He finally snaps out of it when he listens to Gwen's speech again and realizes the city still needs him.
• Happy Birthday to You!: Max sings this song to himself.
• Harmless Electrocution: Zig-zagged. Spidey gets zapped so much it borders on ridiculous, but just walks it off. At one point he's literally connected to the city's primary hydroelectric power plant and is only sent flying and stunned for a minute. It's possible his rubberized suit shielded him, as a couple of eyewitnesses to his first battle speculate, and he has Super-Toughness and Healing Factor for an additional handwave. Averted with all the other humans Electro zaps, who tend to die immediately.
• Hate Sink: Donald Menken is a corrupt employee of Oscorp who seeks to usurp Harry Osborn as CEO after his father's death. Menken has Max Dillon, A.K.A. Electro committed to Ravencroft, where he uses footage of Max to frame Harry for the accident that turned him into Electro. Menken kicks Harry out of Oscorp, but not before spitefully telling him that he's going to die a horrible death and no one will care.
• Herr Doktor: Doctor Kafka.
• Heroic BSoD: When Gwen dies, Peter is out of action for five months.
• Heroic Bystander: The kid Spider-Man helped at the beginning dresses up as his hero and runs to face the Rhino. While this is a bad idea since the cops have to hold their fire, the Rhino also stops shooting, and even gives the kid time to retreat when the real Spider-Man comes back.
• He's Back!: After the aforementioned Heroic BSoD, Peter finally watches Gwen's graduation speech, and it inspires him to return to being Spider-Man.
• Hope Spot: For a second there, it looks like Peter has succeeded at saving Gwen. Until her head hits the ground.
• I Just Want to Have Friends: Max Dillon has been an overlooked nobody for all of his life. When Spider-Man saves him, comforts him by noticing his name on his Oscorp badge and acting like friends, Max is overjoyed. He's later happy to hear Gwen remembered his name from the conversation on the elevator. Harry Osborn is able to win over Electro's assistance by saying how much he needs his help. The words "I need you" from Harry to Max seem to be the primary reason that Dillon agreed to help.
• I Let Gwen Stacy Die: How Peter feels about Captain Stacy's death. And, true to form, Gwen's.
• Idiot Ball: Several characters grab this during the final scene where the child confronts the Rhino. The one where the mother brought her child to a gunfight, let him slip by her, and all of the police choosing not to save the kid but instead focus on keeping the mother behind the police line.
• Impressed by the Civilian: During Rhino's rampage at the end of the film, a little boy in a spider man outfit crosses the police line to stand up to him. Shortly after, the real Spider Man shows up, compliments the kid on his bravery, and takes over for him.
• Incoming Ham:
  • Aleksei Sytsevich is introduced with him laughing maniacally as he plows his truck through traffic. He literally bellows, "SAY HELLO TO ALEKSEI SYTSEVICH!"
  • "I am Doctor Kafka!"
• It Only Works Once: During his first battle against Electro, Spider-Man hits him with water, defeating him. By the time Spidey uses the trick again, Electro had already figured out a way to create a barrier to protect himself.
• It's Always Sunny at Funerals: In stark contrast to her father's in the last film, Gwen's funeral is held in a bright sunny day.
• I Warned You: A heart-wrenching subversion — Peter warns Gwen Stacy not to follow him to his battle with Electro, but she's so adamant that he has to trap her against a car hood with his webbing to keep her away. She eventually cuts herself free, and a series of events takes place leading to her death, which Peter obviously mourns over too much to say "I told you so." However, without her, it's possible that defeating Electro would not have even been possible.
• Just Plane Wrong:
  • Boeing 747s cannot bank that far, that fast. For that matter, at that distance, the wake from the two aircraft would take them down anyway, given how close they were.
  • The movie does a good show of having ATC's immediately begin writing down the location and positioning of aircraft when the power goes out, per actual ATC protocols. However, the loss of communication with the tower would not completely black out communications as it did. Aircraft will still be able to communicate with each other, and oftentimes will co-opt to confirm their locations and positions relative to one another to avoid collisions in lieu of the tower, something that has actually happened before (though in that case, the failure of communications was due to the controller becoming incapacitated rather than a blackout).
• Karma Houdini: Donald Menken, who just disappears from the movie after Harry becomes the Goblin.
• Kick the Dog: Max's life is just a series of these moments. His power plant designs are used without giving him an ounce of credit. Alistair Smythe casually orders Max to stay behind at work on his birthday and repair a problem, ignoring Max's blustering, even throwing in a knife-twisting "Happy Birthday." Finally, the technician refuses to cut the power to the circuitry before Max repairs said problem simply because he's clocking out and doesn't feel like it, completely ignoring Max's protests about the danger.
• Leitmotif: Spider-Man, Electro, and the Green Goblin major characters have one.
  • Spider-Man has a very triumphant, heroic trumpet.
  • Gwen has a simple piano melody, which receives a stunning reprise in "We're Best Friends".
  • Electro, appropriately, has an electronic theme of synthesised instruments, containing many whispering voices ("He lied to me, he shot at me, he hates on me, afraid of me, he's dead to me"), seemingly representing his own paranoia. Conversely, Max's is an understated, woodwind-based arrangement, fitting of his tendency to be overlooked. (It's worth noting that it gets a very dark, almost horrific reprise with full Ethereal Choir participation, twice later in the movie: once in his terrifying transformation sequence, and another at his defeat by Spider-Man and Gwen.
  • The Green Goblin is unnervingly heralded by a shrill electronic howl.
  • While not used in a majority of the movie, The Rhino has a Leitmotif that sounds like a pounding rock beat.
• Like a Son to Me/Parental Substitute: May fears that Peter is seeking out information on his father because he is dissatisfied with her as a parent figure. After she chokes out the words "You're mine!" he instantly reassures her that he truly does love her and appreciates all she's done.
• The Mafiya: An Oscorp truck carrying plutonium is hijacked by the Russian mafia at the beginning.
• Magic Pants: Electro's trunks and the instruments attached to him somehow move with him as he rides the lightning. He later upgrades to a proper costume which does the same.
• Meta Origin: Introduced in the previous film, though taken several steps further in this movie. Specifically, Max Dillon is an Oscorp scientist who gets his electricity-based powers from an Oscorp project gone awry, Harry Osborn gets his powers from a self-inflicted dose of the spider venom that gave Peter his abilities, Alexei Syetsevich gets his robotic exoskeleton from Oscorp's mysterious "Special Projects" division, and the first scene reveals that an Oscorp assassin murdered Peter's parents. The final scenes also show the Vulture's wings and Doctor Octopus' tentacles in the Special Projects vault, possibly foreshadowing both villains being backed by Oscorp. Not to mention that Felicia Hardy is introduced as an Oscorp secretary, possibly setting up Black Cat to be connected to Oscorp in some way.
• Mickey Mousing: Electro's theme contains a lot of dubstep, which usually cannot be heard by the characters in the movie themselves; however, during the final standoff between Spidey and Electro, the latter converts himself into his energy form and starts jumping between the coils of the power plant and punching Spidey in between. Every time he switches from one coil to another, he makes them emit one tone at a time, creating a Tesla-coil rendition of "Itsy-Bitsy Spider". Spidey himself isn't particularly thrilled.
  Spider-Man: I hate this song!
• Mini-Mecha: The Rhino suit. It also exhibits shades of Powered Armor (at least when it's in its bipedal form).
• Monumental Damage: Times Square gets seriously trashed during the first battle between Electro and Spider-Man.
• Most Wonderful Sound: An In-Universe example: in the epilogue, it is clear the joy and relief the citizens and police feel when they hear Spider-Man's webshooters after 5 months without him, just when they needed him.
• Movie Superheroes Wear Black:
  • Electro wears a dark leather outfit with no mask, as opposed to his traditional comic costume, which consists of green tights and a big yellow mask. On his Tumblr blog, Brian Bendis was quick to point out they basically adapted Electro's design from Ultimate Spider-Man.
  • The Green Goblin wears half-finished Powered Armor that has green plating overlaying black.
  • Averted with Spidey himself, however; the suit's colors have brightened and the eyepieces have grown larger, moving it closer to both the comics and the Tobey Maguire/Sam Raimi suit.
• Mythology Gag:
  • When she's about to go to England, Gwen wears an outfit that's very similar to what she was wearing when she died in the comics. Guess what happens.
  • Spidey and Electro's first meeting results in a fight after a misunderstanding, like in The Spectacular Spider-Man.
  • Harry officially taking up the Goblin mantle before his father canonically does after both Spider-Man: The Animated Series and The Spectacular Spider-Man toyed with the idea.
  • The Green Goblin wears Powered Armor, like the versions seen in Sam Raimi's Spider-Man Trilogy and the Ultimate Spider-Man cartoon, although he is most similar to the New Goblin from Spider-Man 3.
  • Norman Osborn doesn't suit up as or call himself the Green Goblin in this film, but he has a somewhat mutated appearance with greenish skin and claws in a nod to the Body Horror-based Ultimate Green Goblin.
  • Max Dillon's birthday cake, which has green icing with yellow lightning bolts, is a shout-out to his classic costume.
  • Felicia Hardy (The Black Cat) is Harry's secretary.
  • Doc Ock's tentacles look the same as they did from Spider-Man 2.
  • The Venom symbiote debuts in a behind the scenes photo, contained in several glass containers in an Oscorp lab. At the end of the Extended Edition trailer, it's seen contained in a floating orb, but in the final version of the film it is replaced by Rhino's armor. Eddie Brock is also a reporter and wrote an article regarding the arrest of Cletus Kasady, ending by saying that Cletus will not be able to cause any more "carnage" behind bars.
  • Peter's ringtone is the 1960's Spider-Man cartoon theme. He also whistles the song as he webs up Aleksi Systevitch at the start of the film.
    • In another nod to the theme song, Harry paraphrases the "does whatever a spider can" lyric when discussing the Web-Head's abilities.
  • The Man in the Shadows from The Stinger of the previous film returns, and he's revealed as Mr. Fiers - the Gentleman from the Spider-Man: Sinister Six Trilogy of novels.
  • Gwen plans on moving to England following her graduation. In the comics, she temporarily relocated there following her father's death.
  • Peter has taken a job as photographer with the Daily Bugle. Jonah still pays him poorly and berates him in all-caps emails.
  • Peter has a picture of rapper/actor Donald Glover in his bedroom. Glover famously campaigned to play Peter Parker in the previous movie, which ignited a firestorm of controversy and partially led to the creation of Miles Morales.
  • The coloring of Peter's costume causes problems in his other laundry, much like in Spider-Man 2.
  • The Green Goblin fight has a few call backs from the Sam Raimi's Spider-Man Trilogy such as:
    • A certain fruit-based projectile that appears out of nowhere after Peter crashes into a building, ala the first movie's Goblin fight climax.
    • Peter knocks Harry off his glider, who then proceeds to knock his head on metal on the way down, ala the New Goblin fight in Spider-Man 3.
    • Harry letting Gwen fall is not unlike the Goblin letting Mary Jane fall in Spider-Man, nor is it unlike Doc Ock letting Aunt May fall in the original Spider-Man 2.
    • When Gwen falls, Spider-Man's web resembles hands reaching out to her. Back in Spider-Man 3 the Venom symbiote looked like this while dripping on Eddy Brock after Peter rejected it. The camera angles of the lead-up of him rescuing her is nearly identical to a similar scene in the same film.
    • As in Spider-Man 3, the climax features: a Villain Team-Up between a more generic villain who has it in for Spider-Man with one who hates Peter; Harry Osborn; the more personal villain says he will now take from Peter something Peter took from him; and of course, Spider-Man's girlfriend being a Damsel in Distress falling down to her death.
  • After Gwen dies, the clock stops at 1:21. In the comics, Gwen died in issue #121.
  • Neogenics is mentioned. In the 90's Spider-Man: The Animated Series, Neogenics is basically the science of mutating people by LEGO Genetics; it's what mutated the spider that bit Peter and gave him powers, and goes on to become responsible for most of Spidey's Rogues Gallery.
  • Alistair Smythe is the man in the elevator who told Max to stay behind to check an electrical problem where he would later get his powers. He becomes the Ultimate Spider-Slayer.
  • During the final battle, Electro tosses Spider-Man around with Tesla Coils to the tune of "Itsy Bitsy Spider". This is a recurring method of how villains would taunt Spider-Man in the comics and was even featured in the first Sam Raimi Spider-Man film.
  • The final battle with Electro shares many similarities with the final battle with Electro/Hyper-Electro in the 2001 PlayStation game Spider-Man 2 – Enter: Electro, from the battle taking place amongst a field of electrical towers right down to the A God Am I dialogue.
  • Peter has the flu and buys medicine early in the film. In the original comics, Peter was sick with the flu during the events of Gwen Stacy's death.
• Never Found the Body:
  • Electro seemingly explodes after Peter and Gwen restart the power grid and overcharge his body.
  • Norman Osborn is announced to be dead, but he passes away offscreen. His body is never shown — the only thing left in the room he was in was just some staff tidying his room and removing medical equipment.
    • Actually, a body that is likely Norman's can be glimpsed as the staff scan the bed, which could indicate that they were confirming that he was in fact dead.
• Never My Fault: Harry exclusively blames Spider-Man's refusal to help him for his transformation and mutation, never mind that Spider-Man and Peter (from Harry's perspective) each gave valid points that there was no way of knowing if Spider-Man's blood would help or make things worse.
• Never Trust a Trailer: As with The Amazing Spider-Man, the trailers prominently featured several scenes that were either heavily altered or outright removed from the final version of the movie.
  • Spider-Man's initial confrontation with Electro is different from what the trailers portray. In the trailer, Max seems to be attacking people and flips out simply because Spidey doesn't remember his name on the spot. In the film, Spidey does remember his name, while he is confused but less unstable and only flips out after the police tries sniping him, just when Spidey was calming him down, and blows up further when he assumed Spidey was stealing his thunder as the center of attention.
  • Many of the trailers show Spider-Man fighting Rhino, making it look like there is an epic fight scene between the two. The Rhino shows up for about the last five minutes of the film and the literal last scene of the movie is Spider-Man swinging the manhole cover around toward Rhino. We don't even see if it hits Rhino or not.
  • This promotional poster◊ is also misleading, since Spider-Man fights each of the villains in turn — not a three-on-one rumble.
• Nice Job Breaking It, Hero:
  • Electro and Spidey meet in Times Square. Spidey has managed to talk Max down and while Max is grumpy, he's still in a reasonable state of mind... until the police sniper misinterprets Max stumbling and flaring electricity as a threat and fires.
  • In the battle with the Green Goblin, Peter starts the gears of the clock tower moving in order to strangle Harry, which quickly leads to his downfall as the gears begin to whirl round to snap the web that is stopping Gwen from falling. Peter jams his foot in the gears which causes them to explode, both cutting the web that is strangling Harry, and the web holding Gwen. As if that wasn't enough, Peter's attempt to save Gwen is inevitably doomed to failure. He fires a web which grabs her, before grabbing a metal pole while falling at full velocity.
• No Biochemical Barriers: Subverted in a human-to-human basis. The DNA Richard Parker used in his human-spider trials for medical research was his own, so only his own genetic line (including Peter) can harness the real powers of the spiders' venom. Harry tries, not knowing this... and it goes very badly.
• No OSHA Compliance: At the very least they could have put a sturdy lid on that water tank in the middle of all the electric equipment.
• Not His Sled: Harry Osborn is the Green Goblin, instead of his father Norman.
• Obfuscating Stupidity: To get rid of two goons after Gwen, Peter distracts and disorients them by pretending to be a Lethal Klutz.
• Oh, Crap!: Gwen has one that is Played for Laughs when Peter webs her hand to a car to stop her from helping him defeat Electro. She yells "PETER!" then her eyes bulge and she covers her mouth upon remembering that he's supposed to be keeping a secret identity. She later has another one that is NOT Played for Laughs when a strand of web that she's holding on to, which is stopping her from falling hundreds of feet, snaps.
• Once per Episode: A dark version. At the end of each movie so far a Stacy has died.
• One-Person Birthday Party: Since nobody remembers his birthday, Max celebrates it all by himself by buying a small birthday cake, putting up some meager decorations, and even making a invite card all for him.
• Outliving One's Offspring: Gwen's mother outlives her.
• Pet the Dog: When Rhino appears at the end of the movie, he demands for Spider-Man to come out and fight. Instead, a kid dressed as Spider-Man climbs under the safety barrier to face him. While Rhino at first jeers about Spider-Man returning, he holds his fire and refuses to hurt the kid. Then the real Spider-Man comes, and Rhino gives him a few minutes to tell the kid to go back to his mother. Talk about Evil Virtues.
• Phlebotinum Overload: Electro is beaten by directing the energy from the hydroelectric plant into him, giving him more power than he can handle. Like an overcharged battery, BOOM.
• Photo Op with the Dog: Oscorp building a series of hydroelectric towers to power Manhattan after the incident with Dr. Connors. Although this was probably done just to save face and gain good publicity.
• Pietà Plagiarism: Peter Parker holding Gwen Stacy after she dies from her fall. That she is hanging from his web puts her body at just the right height for him to start holding her, and then he slowly lowers her to the ground.
• Plot Threads: Throughout the film, there are anywhere between two and four plot threads, depending on how they interact/crossover. They essentially break down to: the relationship with Gwen, the conflict with Max/Electro, the friendship/conflict with Harry and the further looking into of the disappearance of Peter's Parents.
• Popcultural Osmosis: The big scene of Gwen Stacy's death took place at a clock tower and not the bridge, because people may think that it would be taken from Spider-Man by Sam Raimi. Actually, both scenes are loose adaptions of something that happened in the comics.
• Poorly Disguised Pilot: A criticism levied against the movie is that the second half feels less like a movie about Spider-Man and more like an obvious set-up for a Sinister Six movie that Spider-Man just so happens to be in.
• Post-Climax Confrontation: The fight against Rhino happens at the very end of the film, after the main plot has resolved itself.
• Posthumous Character: George Stacy, who Peter keeps seeing due to his guilt over not keeping his promise.
• The Power of Blood: Harry is led to believe that Spider-Man's blood contains the cure for his disease.
• Product Placement: Shameless and constant, especially for Sony's (the movie's studio) products.
• Psycho Serum: Used in an interesting way. Because of the way Richard Parker made it — using his blood — the venom of the genetically altered spiders only has perfect regenerative and enhancing qualities when used on people of his bloodline, hence why Peter became Spider-Man. Their venom is dangerous when used by anyone else, and when Harry takes it to cure himself it ends up turning him into a giggling, violent psychopath.
• Race Lift: Electro, who's Caucasian in the comics, is played by the African-American Jamie Foxx.
• The Real Heroes: In his first battle with Electro, Spider-Man defeats him thanks to the firefighters' assistance, as they take Max down with high-pressured water blasts.
• Red Sock Ruins the Laundry: Discussed; Peter and Aunt May are both hiding things they want to put through the laundry; Aunt May insists on handling Peter's laundry on the grounds that he "turned everything red and blue" last time he did the laundry. Peter claims he was washing the American Flag.
• Remember the New Guy?:
  • Harry wasn't mentioned at all in the previous film, but he and Peter were friends when they younger — the explanation given is that Norman shipped Harry off to boarding school at 11.
  • The Daily Bugle and its staff. Despite not being mentioned at all in the first film (beyond the advertisement asking for pictures of the Lizard), Peter is already working for the paper as a freelance photographer at the start of this film.
• Retcon: This film confirms that Norman died in 2014, with this being perhaps a few months after Peter's graduation at the start of the film. Since he was a senior in the last film this would set the events of The Amazing Spider-Man in 2013 instead of 2012.
• The Reveal: The reason Richard and Mary Parker left Peter with Ben and May was Norman Osborn making a deal to weaponize the genetic research Richard was conducting to try and cure Norman's disease. When Richard found out, he tried to destroy all of the data and went on the run because the spiders used in the research were coded specifically to his blood, so Norman needed Richard or his bloodline to complete the research.
• Rogues Gallery: A lot of them turn up in one form or another this time around. Alongside Electro, Goblin and Rhino, Felicia Hardy (Black Cat) shows up as Harry's secretary, while Alistair Smythe (the Spider-Slayer) is Max's boss, and the Gentleman shows up at the end. Worth mentioning, since it seems to be an Invoked Trope in-universe: Oscorp are linked to all of the supervillains, and seem to want to make some more.
• Room Full of Crazy:
  • Max Dillon has his own stalker room of Spider-Man, again complete with photos and newspaper clippings, as well as a mirror next to one photo so he can pretend that he is Spidey's secret identity, because of a crippling inferiority complex and nobody noticing him (his own mother forgets when its his birthday).
  • Peter Parker's own room takes on some attributes of this trope as he fills a wall with clippings, notes, annotated maps, and the like in his effort to figure out what really happened to his father; Aunt May is concerned when she notices it.
• Sanity Slippage: Electro as part of the effect of his transformation and Harry from the effects of his disease.
• Screams Like a Little Girl: Spider-Man lets out a high scream when he's seemingly ran over by a police car.
• Screw the Money, I Have Rules!: Peter declines Harry's offer of giving him whatever he wants.
• Screw This, I'm Outta Here: Menken wisely runs like hell the minute Harry stops pointing a gun at him.
• Sequel Hook: Harry and the Man in Black begin putting together a team, with Harry opting to keep it small.
• "Shaggy Dog" Story: A major story arc in the movie is rendered moot in the last twenty minutes of the film. Peter and Gwen's entire romance becomes this when she gets killed by the Green Goblin. A particularly grating instance comes when she says that she is perfectly fine with accepting the danger that comes with being in love with Spider-Man, which almost immediately segues into her death.
• Shout-Out:
  • Electro wears a black hood and shoots lightning from his fingers.
  • The end credits features several close-up images of blueprints in a way similar to the end credits of The Avengers. By using the Shazam music identification map to identify "It's On Again" by Alicia Keys, the song playing in that portion of the credits, the blueprints are revealed to be the Sinister Six's gear - Green Goblin's glider, Rhino's armor, Doctor Octopus' arms, Vulture's wings, Mysterio's mask, and Kraven's knife.
  • The license plate on the police cruiser Gwen uses to ram Electro reads 1701.
• Sickening "Crunch!": When Gwen's head hits the ground.
• Sinister Surveillance: In a Missing Trailer Scene, Harry informs Peter that, for some reason, Oscorp has been keeping him and his family under surveillance from some time. Even without the scene in the film, it was most likely was in effect anyway, as it's evident that they've been keeping tabs on the superhumans they've created.
• Sir Not-Appearing-in-This-Trailer: Despite the Rhino suit getting a lot of play in the posters, Paul Giamatti is mostly absent from the promotional material. He doesn't even appear at all in the "Enemies Unite" trailer, even though the Rhino armor itself shows up.
• Slasher Smile: The Green Goblin.
• Slow-Motion Fall: When Gwen Stacy fell this way, and with those soft noises in the background, you can be sure that it won't end well.
• Smug Snake: Alistair Smythe gets a kick out of putting Max Dillon down and assigning him more work on his birthday.
• Soap Opera Disease: The vaguely-defined-but-lethal genetic condition both Osborns have progresses at the speed of plot: Norman says it starts with shaky hands at about Harry's age, but he lived to age 64 with it (we see his birth and death year on the news). Harry on the other hand is in his twenties and appears to be in reasonably good health at the start of the movie. Then after we learn about the condition he suddenly deteriorates within days to looking like he's at death's door.
• Soap Opera Rapid Aging Syndrome: Gwen's brothers are clearly older than they were when their father died, despite it only being a few months ago. Obviously, this is because it's been two years since they shot their scenes in the first film and the film used the same actors from the previous film, rather than recasting them with actors the same age as the first film. Likewise, this applies to Peter in flashbacks to the night his parents left him with Ben and May, but the film gets around it by only showing him in close-ups (to hide that he's clearly taller) or reusing footage from the last film.
• Soundtrack Dissonance: "Gone, Gone, Gone" is a romantic song that would be a good fit for a montage of Peter thinking about Gwen, but for whatever reason, it's instead set to Peter looking for information on "Roosevelt" and what happened to his parents, all while he turns his bedroom into a Room Full of Crazy.
• Spider-Sense: The indicating sound effect established by the first film continues, but with the addition of slowed-down sequences that show how Spider-Man sees things. This primarily happens during the first Electro fight and as Gwen is falling to her death. This makes one consider whether her fall feels much longer to Peter than its real-time of 15-20 seconds.
• Stalking is Love: Subverted; Peter follows Gwen around without her knowing despite the two of them breaking up; of course, Peter was making sure she was safe and Gwen didn't want to break up the relationship. Its not really treated as overly romantic, either, more a sign that Peter can't let her go despite wanting to, to demonstrate his struggle with his guilt over breaking his promise to her father conflicting with his feelings for her.
• Stalker without a Crush: Electro's defining trait. After being saved by Spider-Man and given some amicable words, Max Dillon has imaginary conversations with the hero and describes the hero as his best friend to anyone who will listen. When Gwen and Harry treat him without the contempt or indifference he expects of others, he reacts similarly.
• Start of Darkness: Both Electro and Harry start as decent guys before Freudian Excuses team up with Sanity Slippage to make the film's Ax-Crazy antagonists.
• The Stinger:
  • The ending credits are literally interrupted without warning to bring you a preview clip from X-Men: Days of Future Past, before continuing as if nothing happened. The explanation given is that director Marc Webb had been stuck in a contractual tug-of-war between Sony and Fox over work on this film and a sequel to (500) Days of Summer. Fox decided to relent in exchange for free advertising of their own superhero film.
  • A more unconventional stinger can be found by using the Shazam smartphone app during the credits. Doing so reveals a couple extreme close-up images hinting at the line-up that Sony teased for the Sinister Six: Green Goblin, Doc Ock, Rhino, Vulture, Kraven and Mysterio.
• String Theory: Peter has set one up in his room regarding his parents' disappearance.
• Sympathy for the Devil:
  • All Max Dillon wanted was a friend - even after he becomes a Psycho Electro.
  • Harry Osborn just wanted to have a normal life that was free of the genetic disease.
• Teen Genius: Gwen's runner-up in getting the Oxford scholarship is a fourteen-year-old who's already a college freshman.
• They Call Me MISTER Tibbs!: When Menken talks down to Harry and calls him by his first name in the Oscorp board meeting, Harry (who is currently CEO and president of the board despite being only 20) coldly corrects him: "It's Mr. Osborn. We're not friends."
• Tim Taylor Technology: Peter tries to keep Electro from shorting out his web shooters by hooking up increasingly large batteries to them in an attempt to withstand the charge. He gives up after a car battery proves insufficient.
• Title Drop: The film series itself gets one courtesy of Max.
  Max: People should call him... The Amazing Spider-Man!"
• Too Dumb to Live:
  • Harry breaks into Oscorp with Electro's help, Electro kills one guard with ease after materializing out of nowhere and the two hold Donald Menken hostage. After seeing all this, Menken decides it's a good idea to talk down to the two guys when one of them can kill him with a gesture. As a result he very nearly does die from Electro's spark and only survives because Electro resuscitates him Magical Defibrillator style.
  • There's also that kid during the fight scene with the Rhino, who runs past the police into a gunfight to try and "help". If the Rhino Would Hurt a Child, it might have ended very badly for him.
• Trailers Always Spoil:
  • One thing that is nigh-universally agreed upon is that the teasers and trailers gave away far too much of the movie, with nearly every major scene spoiled in advance. A rare case of this crossing over with Never Trust a Trailer as well, since despite this the trailers were also very misleading in regards to the plot, such as making Electro out to be a more important character than he was in the actual movie, and downplaying the romance between Peter and Gwen which is far more prominent, not to mention the presence of scenes that were not in the final movie.
  • The twist of Green Goblin being in the movie, especially since he only appears in character towards the end of the movie. The poster also spoils it but it was released slightly earlier.
  • The "Vengeance" TV spot makes what happens to Gwen obvious (though admittedly among comic fans it's an It Was His Sled moment; no one who follows comics doesn't know what's supposed to happen to her).
  • Rhino's mech suit, plastered over the posters and trailers, doesn't show up until the very end.
  • The reveal of Doctor Octopus' tentacles and Vulture's wings comes at the end of the film. The impact of the shot is clearly ruined by the trailers showing them months in advance.
  • An internet ad for the Blu-Ray release of the movie casually reveals a major plot spoiler for the alternate ending: Peter meets his father after Gwen dies. Of course, given that this is an alternate ending, it probably isn't going to reflect anything canonical in the series.
• Tragic Villain: Max Dillon was overworked, unappreciated, and friendless. Getting superpowers overwhelmed him, and he was immediately labeled a freak for gaining them. It's a bit understandable that he went down the path to becoming a supervillain shortly afterwards.
• Troll: In the climactic battle, Electro begins zapping between pylons to the tune of "Itsy Bitsy Spider" for no other reason than to taunt Spidey. Or perhaps he thought it clever as a jab.
• Unhand Them, Villain!: Peter tells Harry this concerning Gwen as he holds her high over a clock tower, to which he complies. He manages to catch her; unfortunately, where they landed leads to her eventual death, anyway.
  Peter: Harry, this is between you and me. You wanna fight? Fight me! Let her go!
  Harry: Okay.
• Unspoken Plan Guarantee: Actually averted; during the final tussle with Electro, Peter and Gwen work out a plan to stop him out loud: Peter will reconnect the cables while Gwen flips the back-up switch, thus overcharging Electro and taking him out of the fight. The plan works perfectly, with the only hitches being Gwen having to pry a padlock key out of a corpse's hand and Peter getting thrown back by another electric blast.
• Villainous Friendship: Green Goblin uses this trope with Electro. It actually works out, with neither side betraying or pissing off the other, and both getting what they want.
• Villain Respect: While the Rhino jeers at the child dressed as Spider-Man who comes to fight him, his expression shows he respects the kid's courage and holds his fire long enough for the real Spider-Man to tell the kid to go back to his mother.
• Wham Line: Richard's video contains a secret that Norman didn't know about the former's enhanced spider experiment, which becomes absolutely crucial in Harry's subplot to cure himself.
  Richard: The human DNA that I implanted in the spiders... was my own. Which means that without me, without my bloodline, Oscorp can never replicate or continue my experiments.
• What Happened to the Mouse?:
  • Menken gets the hell out of dodge at the end of the second act and doesn't show up again. He was originally supposed to be killed by Harry, but his death scene was cut from the film.
  • It's unclear what happens to Felicia after Menken pins Oscorp's crimes on Harry and uses it as excuse to fire him. A Deleted Scene showed her still working for Oscorp, and Harry spares her life during his attack after becoming Green Goblin.
  • From the first Amazing movie: the subplot of Uncle Ben's killer still being on the loose is never brought up or acknowledged in any way. To draw further attention to this, it is part of the plot of the video game.
    • That could just be Character Development, Peter stopped looking in the first film, because Spider-Man was supposed to be helping people, not be him out for vengeance.
  • Dr. Connors is also AWOL, along with Flash Thompson.
• Woobie, Destroyer of Worlds: Max. Also, Harry, until he causes Gwen's death.
• Wouldn't Hurt a Child: When the little boy stands up to the Rhino, he stops shooting just as the cops do, and waits for the kid to get back to his mother before properly engaging in a fight with Spider-Man, even allowing Spidey to have a conversation with the boy in plain sight, when he could have taken both out (or tried) with some of his long-range weaponry. This is Truth in Television, as most criminals consider harming a child as the lowest thing anyone can do.
• Worthy Opponent: Combined with Villain Respect and Wouldn't Hurt a Child. The boy who breaks past the barricade to confront Aleksei in his Rhino mecha-suit. The cops immediately cease fire, and so does he. He's quick to mock the idea that Spider-Man had returned, as the kid, all four feet of him, is dressed up like the webspinner in what appears to be a homemade costume inspired by the original. He clearly expects the boy to be smart enough to back down since he's outmatched. He only opens fire on the cops for a few seconds when one tries to call the boy back, but otherwise holds back his own ordinance. When the kid completes the look of Spider-Man by putting on a mask to match the costume and takes a clear fighting stance in response to his jibes, Aleksei nods and mutters "Brave boy." It's clear from the look on Aleksei's face that he's genuinely impressed by the boy's courage. He knows he can't win, but he's still out there to stand up for others just like Spider-Man, whom he actually met and who became an inspiration to him. The fact that he's trying to do the same for the rest of the city, after five months with no sign of the genuine article is clearly enough to garner props from Aleksei. When the real Spidey shows up, he gives him time to convince his young stand-in to get to safety out of deference to his integrity and force of will.
• You See, I'm Dying: Subverted; Norman Osborn reveals to Harry that the disease he's suffering from is genetic. Harry, however, plays this straight as he explains to Peter why he needs Spider-Man.

---

"As we look around here today at all of the people who helped make us who we are, l know it feels like we're saying goodbye. But we will carry a piece of each other into everything that we do next to remind us of who we are... and of who we're meant to be."