Peter Parker is beset with troubles in his failing personal life as he battles a brilliant scientist named Doctor Otto Octavius.

Henry Jackson: Hi, Peter!
Peter Parker: Hey, Henry! You've grown tall.
May Parker: You'll never guess who he wants to be... Spider-Man!
Peter Parker: Why?
May Parker: He knows a hero when he sees one. Too few characters out there, flying around like that, saving old girls like me. And Lord knows, kids like Henry need a hero. Courageous, self-sacrificing people. Setting examples for all of us. Everybody loves a hero. People line up for them, cheer them, scream their names. And years later, they'll tell how they stood in the rain for hours just to get a glimpse of the one who taught them how to hold on a second longer. I believe there's a hero in all of us, that keeps us honest, gives us strength, makes us noble, and finally allows us to die with pride, even though sometimes we have to be steady, and give up the thing we want the most. Even our dreams.
[Spider-Man is unable to stop the reactor, so he turns to the only person who can help him... ]
Spider-Man: Doctor Octavius!
[Doc Ock frowns puzzledy, He recognizes that voice - and as if to confirm it, Spider-Man removes his mask and reveals his identity... ]
Peter Parker: We have to shut it down! Please tell me how!
Doc Ock: Peter Parker...?Brilliant but lazy."
[He chuckles at this statement made by his old friend, now seeing its irony]
Peter Parker: Look at what's happening! We have to stop it!
Doc Ock: I can't stop it... I WON'T!
[He clamps a tentacle on Peter's neck and glares at him]
Peter Parker: You once spoke to me about intelligence... you said it was a gift to be used for the greater good...
Doc Ock: A privilege...
Peter Parker: These things have turned you into something else... don't listen to THEM...
Doc Ock: It was my dream...
Peter Parker: Sometimes... to do what's right... we must be steady... and give up the things we desire the most... even our dreams.
Doc Ock: You're right.
[a piece of wreckage gets sucked into the machine. Outside several cars are pulled towards the vortex]
Doc Ock: [to his arms] He's right...
[the tentacles click and whirl, strongly disagreeing with him]
Dr. Otto Octavius: Listen... listen to me now! Listen to ME now!
[He finally acquires his sanity, and control over his tentacles. With a jerk, a tentacle lets go of Peter]
Peter Parker: Now... tell me how to stop it!
Dr. Otto Octavius: It can't be stopped. It's self-sustaining now.
Peter Parker: THINK!
Doc Ock: Unless... the river! Drown it!
[Peter turns to leave, but a tentacle grips him once again... ]
Dr. Otto Octavius: I'll do it.
[He heads towards his Frankenstein creation, pausing for a moment to look back at Peter. Peter meets his glance, and then sensing someone, looks behind him and sees Mary Jane... ]
May Parker: We need a hero, couragous sacrificing people, setting examples for all of us. Everybody loves a hero, people line up for 'em, cheer for them, scream their names, and years later tell how they stood in the rain for hours just to get a glimpse of the one who told them to HOLD ON a second longer. I believe theres a hero in all of us, that keeps us honest, gives us strength, makes us noble. And finally gets us to die with pride. Even though sometimes we have to be steady and give up the thing we want most, even our dreams.
Miss Brant: Boss, your wife's on the line, she said she lost her checkbook.
J. Jonah Jameson: Thanks for the good news!
Harry Osborn: Now... lets see who's behind the mask
[pulls off the mask to reveal Peter]
Harry Osborn: [stumbles backwards] Peter? No... it can't be.
Peter Parker: [gets up] Harry, where is she? He's got MJ!
Harry Osborn: No... all he wanted was the tritium.
Peter Parker: Tritium? He's making the machine again. When he does, she'll die alone with half of New York, now where is he?
Harry Osborn: [pause] Peter... you killed my father.
Peter Parker: There are bigger things happening here than me and you.
[man steps into elevator. Spider-man is in the elevator]
Elevator Passenger: Cool Spidey outfit.
Spider-Man: Thanks.
Elevator Passenger: Where did you get it?
Spider-Man: I made it.
Elevator Passenger: Looks uncomfortable...
Spider-Man: Yeah, it's kind of itchy...
Spider-Man: ...and it rides up in the crotch a little bit, too.
Peter Parker: [unmasked, holding up the collapsing wall] Hi!
Mary Jane Watson: Hi!
Peter Parker: This is really heavy... MJ, in case we die...
Mary Jane Watson: You do love me...
Peter Parker: I do.
Mary Jane Watson: Even though you said you didn't.
Peter Parker: [nods]
Peter Parker: Mr. Jameson, please, isn't there any of these shots you can use? I really need the money.
J. Jonah Jameson: Awww. Miss Brant?
Miss Brant: Yeah?
J. Jonah Jameson: Get me a violin.
Peter Parker: [realizes he may have recovered his super-powers] I'm back! I'm back!
Peter Parker: [falls down on a car, moans] My back. My back...
Pizza 'Heist' Witness: Whoa... He just stole that guy's pizza!
Ben Parker: All the things that you've been thinking about, Peter... make me sad.
Peter Parker: Can't you understand? I'm in love with Mary Jane.
Ben Parker: You know I understand. But I thought you'd learned the meaning of responsibility.
Peter Parker: [sigh] You don't know how it feels.
Ben Parker: Peter, all the times we've talked of honesty, fairness, justice, out of those times I counted on you to have the courage to take those dreams out into the world.
Peter Parker: I can't live your dreams anymore. I want a life of my own.
Ben Parker: You've been given a gift, Peter. With great power, comes great responsibility.
[pauses and holds out hand]
Ben Parker: Take my hand, son.
Peter Parker: [pause] No, Uncle Ben. I'm just Peter Parker. I'm Spider-Man... no more. No more.
[to himself]
Peter Parker: No more.
Peter Parker: I'm responsible...
May Parker: For what?
Peter Parker: For what happened to Uncle Ben...
May Parker: But, you were at the library, you were doing your homework.
Peter Parker: He drove me to the library, but I never went in.
May Parker: What do you mean?
Peter Parker: [sobbing] I went someplace else, someplace where I thought I could win some money, to buy a car, because I wanted to impress Mary Jane. It happened so fast... I won the money, the guy wouldn't pay me, then he got robbed... the thief was running towards me... I could have stopped him, but I wanted to take revenge... I let him go, I let him get away. He wanted a car, he tried to take Uncle Ben's. Uncle Ben said no... and then he shot him. Uncle Ben was killed that night for being the only one who did the right thing. I held his hand when he died... I've tried to tell you so many times...
J. Jonah Jameson: [John Jameson has just been left at the altar by Mary Jane] Call Debra.
Mrs. Jameson: The caterer?
J. Jonah Jameson: Tell her not to open the caviar.
Mary Jane Watson: [standing at Peter Parker's door] Had to do what I had to do.
Peter Parker: Mary Jane.
Mary Jane Watson: Peter. I can't survive without you.
Peter Parker: You shouldn't be here.
Mary Jane Watson: I know you think we can't be together, but can't you respect me enough to let me make my own decision? I know there'll be risks but I want to face them with you. It's wrong that we should be only half alive... half of ourselves. I love you. So here I am - standing in your doorway. I have always been standing in your doorway. Isn't it about time somebody saved your life?
Mary Jane Watson: Well, say something.
Peter Parker: Thank you, Mary Jane Watson.
Mary Jane Watson: [They kiss, which is interrupted by police sirens. Peter stands, conflicted on whether he should respond. Mary Jane, with an accepting smile, responds:] Go get 'em, tiger.
Dr. Otto Octavius: Before we start, did anyone lose a bunch of twenties rolled up in a rubber band? Because we found the rubber band.
[slight laugh]
Dr. Otto Octavius: It's a terrible joke... But thank you for coming.
[brainstorming a catchy 'super-villain' nickname for Dr. Otto Octavius]
J. Jonah Jameson: What are we gonna call this guy?
Hoffman: 'Doctor Octopus'?
J. Jonah Jameson: That's crap.
Hoffman: 'Science Squid'?
J. Jonah Jameson: Crap.
Hoffman: 'Doctor Strange'.
J. Jonah Jameson: That's pretty good.
[Hoffman looks proud]
J. Jonah Jameson: But it's taken! Wait, wait! I got it! 'Doctor Octopus'.
Hoffman: But... uh...
[gives up]
Hoffman: I like it.
J. Jonah Jameson: Of course you do. 'Doctor Octopus'. New villain in town: 'Doc Ock'.
Hoffman: Genius.
J. Jonah Jameson: What, are you looking for a raise? Get out!
May Parker: [Peter apologizes for a previous conversation] Pish-posh. We needn't talk about it. Water over the dam, or under the bridge, or wherever you like it, but...
[happily sighs]
May Parker: You made a brave move in telling me the truth, and I'm proud of you, and I thank you, and I... I love you, Peter. So very, very much...
[hugs him]
Doc Ock: My Rosie's dead. My dream is dead.
Doc Ock: And these... monstrous things should be at the bottom of the river... along with me.
Doc Ock: Something... in my head. Something talking... The inhibitor chip!
[He turns to find the chip destroyed]
Doc Ock: Gone.
Doc Ock: [arms click and whir] Rebuild? No. Peter was right. I miscalculated.
Doc Ock: [Ock whirls, madness setting in] I couldn't have miscalculated. It was working, wasn't it?
[arms click and whir]
Doc Ock: Yes. We can rebuild. Enlarge the containment field. Make it bigger and stronger than ever! But we need money.
[arms click and whir]
Doc Ock: Steal it? No, no, no, I'm not a criminal.
[arms click and whir]
Doc Ock: That's right... the real crime would be not to finish what we started.
Doc Ock: [arms carry him into his hideout] We'll do it here. The power of the sun in the palm of my hand.
[arms lift him high]
Doc Ock: Nothing will stand in our way! NOTHING!
Dr. Otto Octavius: I finally got lucky in love when I met Rosie here. She was discussing T.S. Eliot, and I was discussing... I still don't know what she was talking about!
Dr. Otto Octavius: Parker... Now I remember you. You're Dr. Connor's student. He tells me you're brilliant.
[Peter looks flattered]
Dr. Otto Octavius: He also tells me you're lazy.
Dr. Otto Octavius: [talking to his arms] Listen. Listen... to me now. Listen... to ME now!
[tossing a bag of coins back at Doc Ock]
Spider-Man: Here's your change!
J. Jonah Jameson: Come here. Parker, what do you know about high society?
Peter Parker: Oh... well, I...
J. Jonah Jameson: Don't answer that. My society photographer got hit in the head by a polo ball. You're all I got. Big party tonight for an American hero, my son the astronaut.
Peter Parker: [serious] Could you pay me in advance?
[Jameson laughs hysterically for a few seconds]
J. Jonah Jameson: You serious? What, pay you for just standing there? Tomorrow night, the planeterium, 8:00. There's the door.
Rosalie Octavius: You need to sleep soundly tonight.
Dr. Otto Octavius: Did Edison sleep before he turned on the light bulb? Did Marconi sleep before he turned on the radio? Did Beethoven sleep before he wrote the fifth?
Peter Parker: Did Bernoulli sleep before he found the curves of quickest descent?
Dr. Otto Octavius: Ahhh, Rosie, I love this boy.
Peter Parker: Dr. Connors. Sorry.
Dr. Curt Connors: Where were you headed, Parker?
Peter Parker: To your class.
Dr. Curt Connors: My class is over. See me standing here?
Peter Parker: I'm sorry. I'm trying. I wanna be here.
Dr. Curt Connors: Then be here. Look at you, Peter. Your grades have been steadily declining. You're late for class. You always appear exhausted. Your paper on fusion is still overdue.
Peter Parker: I know. I'm planning to write it on Dr. Otto Octavius.
Dr. Curt Connors: Planning is not a major at this university. Octavius is a friend of mine. Better do your research, Parker. Get it done, or I'm failing you.
Dr. Otto Octavius: [to Spider-man] I should've known Osborn wouldn't have the spine to finish you!
[a troubled Harry holds his unused dagger in his hands, and broods over the revelations revealed to him. A door swings open, and he suddenly hears a cackling laugh... ]
Harry Osborn: Hello?
[he takes a few steps and then hears a noise]
Harry Osborn: ...?
Green Goblin: Son...
[Harry looks around]
Green Goblin: [in a mirror] I'm here.
Harry Osborn: Dad? I thought you were...
Green Goblin: No. I'm alive in you, Harry. You swore to make Spider-Man pay... now make him pay.
Harry Osborn: But Pete's my best friend!
Green Goblin: [serious] And I'm your father. You're weak. You were always weak and you will always be weak until you take control!
Green Goblin: Now you know the truth about Peter. Be stong Harry. Avenge me.
Harry Osborn: No...
Green Goblin: AVENGE ME!
Harry Osborn: NO!
[he hurls the dagger at the mirror, smashing it. Within it, he discovers, lies a secret room. To his shock, he discovers the Goblin mask, shelves of pumpkin bombs, tubes of green elixir, the glider and finally understands it all... ]
Train Passenger: [looking at Peter without his mask] He's... just a kid. No older than my son.
Rosalie Octavius: Peter, tell us about yourself. Do you have a girlfriend?
Peter Parker: Uh, well... I don't really know.
Dr. Otto Octavius: Well, shouldn't you know? Who would know?
Rosalie Octavius: Leave him alone. Maybe it's a secret love.
Dr. Otto Octavius: Love should never be a secret. If you keep something as complicated as love stored up inside, it could make you sick.
J. Jonah Jameson: I drove Spider-Man away. My god, he was a hero. Spider-Man truly was an asset to this city. He was...
J. Jonah Jameson: [a whooshing sound is heard and Jameson turns around - realizing that the Spider-Man costume is gone] ... a criminal! That's who he is! A burglar! He stole my suit! I want Spider-Man!
[sees an open window]
J. Jonah Jameson: I WANT SPIDER-MAN!
Dr. Otto Octavius: Peter Parker! And the girlfriend!
Peter Parker: What do you want?
Dr. Otto Octavius: [grabs Peter with a tentacle] I want you to find your friend Spider-Man. Tell him to meet me at the Westside Tower at 3 o'clock.
Peter Parker: But I don't know where he is.
Dr. Otto Octavius: [takes his sunglasses off with a tentacle] Find him. Or I'll peel the flesh off her bones...
[Tentacle snaps at Peter]
Peter Parker: [angrily] If you lay... one finger on her...
Dr. Otto Octavius: You'll do what?
Garbage Man: [on bringing in Spider-Man's discarded costume] Now look, uh, I think I deserve a little something for this.
J. Jonah Jameson: Give ya fifty bucks.
Garbage Man: I could get more than that on eBay.
J. Jonah Jameson: All right, a hundred. Miss Brant, give this man his money and throw in a bar of soap.
Peter Parker: [sees Harry drinking] Hey, you might wanna take it easy there, buddy.
Harry Osborn: What, it's a party... wouldn't you be drinking if you lost a bundle on some crackpot who you thought was gonna take him with you to fame and fortune? Not to mention your friend the bug.
Peter Parker: Not tonight Harry.
Harry Osborn: Every night! Until I find him it's 24/7.
Mr. Ditkovich: If promises were crackers, my daughter would be fat.
Dr. Otto Octavius: I will not die a monster.
[Spider-Man finally stops the train. Exhausted, he falls unconscious and almost falls off, but for the train passengers, who grab him and pull him to safety inside the carriage]
Train Passenger: He's... just a kid... no older than my son...
[Spider-Man regains consciousness, then finding the passengers seeing him unmasked, sits up abruptly]
Train Passenger: [reassuringly] it's all right...
[Two young boys approach Spider-Man]
Boy with Mask: B: We found something...
[Spider-Man is given his mask]
Boy with Mask: We won't tell nobody - it's good to have you back, Spider-Man...
[Slowly, Spider-Man dons his mask and gets up, but then... ]
Doc Ock: [entering the carriage] He's MINE!
Train Passenger: You want to get to him, you gotta go through me!
[All the other passengers take up his claim and surround Spider-Man]
Doc Ock: Very well...
Peter Parker: [referring to Ock's fusion project] Now, tell me how to stop it!
Dr. Otto Octavius: It can't be stopped. It's self-sustaining now.
Peter Parker: Think!
Dr. Otto Octavius: Unless... the river. Drown it!
[a tentacle grabs Peter's arm]
Dr. Otto Octavius: I'll do it.
Elevator Passenger: I'm with Weisenhower, Anderson, Nichols & Knudsen PR firm in the building and I just wanna say I think the image you have is fantastic. It's really put together. The costume. The... this thing. I mean, it's really put together. It's great. I think you can do more than print though. I think you might wanna try some TV, you know? Can I riff for you? Can I come up with a couple ideas for you? Just what my company would do. Let's see what I got. How 'bout, um, uh, a children's book? You could, uh, have like Charlotte's Web but without the pig. You know, that kind of thing. How 'bout, um, uh, a line of hammocks? 'Cause it's kind of a web thing. Um, you could do, um, a men's cologne called "Thwip." Let me give you a card.
Spider-Man: I don't have any pockets.
Dr. Davis: You say you can't sleep. Heart break? Bad Dreams?
Peter Parker: There is one dream where in my dream, I'm Spider-Man. But I'm losing my powers. I'm climbing a wall but I keep falling.
Dr. Davis: Oh. So you're Spider-Man...
Peter Parker: [interrupts Dr. Davis] In my dream... Actually, it's not even my dream, it's a friend of mine's dream.
Dr. Davis: Oh. Somebody else's dream. What about this friend? Why does he climb these walls? What does he think of himself?
Peter Parker: That's the problem, he doesn't know what to think.
Dr. Davis: Kind of makes you mad not to know who you are? Your soul disappears, nothing is bad as uncertainty. Listen, maybe you're not supposed to be Spider-Man climbing those walls? That's why you keep falling. You'll always have a choice Peter.
Peter Parker: [whispers] I have a choice.
Miss Brant: [Walks in with Peter] Chief, I found Parker.
J. Jonah Jameson: 'Bout time, where were you? Crazy scientist blows himself up, and we don't have pictures!
Joseph 'Robbie' Robertson: I heard Spider-Man was there.
J. Jonah Jameson: [annoyed] And where were you, photographing squirrels? You're fired!
Miss Brant: [Peter turns to leave] Chief, the planetarium party.
J. Jonah Jameson: Oh right, you're unfired, get back here!
Dr. Otto Octavius: [during the lab demonstration] Precious tritium is what makes this project go. There's only 25 pounds of it on the whole planet. I'd like to thank Harry Osborn and Oscorp Industries for providing it.
Harry Osborn: Happy to pay the bills, Otto.
Amazed Kid: [after two kids see Peter use his "spider" reflexes] How'd you do that?
Peter Parker: Uh... Work out, plenty of rest. You know, eat your green vegetables.
Amazed Kid: That's what my mom is always saying. I just actually never believed her.
Mr. Ditkovich: Rent!
Peter Parker: Hi.
Mr. Ditkovich: Hi? What's hi? Can I spend it?
Peter Parker: Um, I don't have time for girls right now.
Harry Osborn: What are you - dead?
Peter Parker: [Staring out of his apartment window] Am I not supposed to have what I want? What I need? What am I supposed to do?
Mary Jane Watson: [in Aunt May's backyard] I liked seeing you tonight, Peter.
Peter Parker: Oh boy, yeah...
Mary Jane Watson: Oh boy, yeah, what?
Peter Parker: Nothing.
Mary Jane Watson: You want to say something?
Peter Parker: I... was... wondering if you're still in the village...
Mary Jane Watson: You're such a mystery. Peter...
Peter Parker: What?
Mary Jane Watson: Happy Birthday!
[Peter is talking on M.J.'s answering machine]
Peter Parker: I know you were afraid I would disappoint you.
Mary Jane Watson: Bingo.
Peter Parker: [speaks to MJ through a dead phone line] I wanna tell you the truth... here it is: I'm Spider-Man. Weird, huh? Now you know why I can't be with you. If my enemies found out about you... if you got hurt, I could never forgive myself. I wish I could tell you how I feel about you...
Mary Jane Watson: Peter I'm getting married.
Spider-Man: I've always imagined you getting you married on a hill top.
Mary Jane Watson: Who's the groom?
Spider-Man: You hadn't decided yet.
Boy with Mask: We've found something...
[hands Spider-Man his mask]
Boy with Mask: We won't tell nobody. It's good to have you back, Spider-Man.
[Trying to motivate himself]
Peter Parker: Strong focus on what I want.
[repeated line]
J. Jonah Jameson: You're fired!
[the Doctor brings Harry a gift]
Doc Ock: [holding up a bound Spider-Man] Where do you want him?
Peter Parker: Can I get you a drink.
Mary Jane Watson: I'm with John, he'll get me my drink.
Peter Parker: John...
Mary Jane Watson: By the way, John has seen my show 5 times. Harry has seen it twice. Aunt May has seen it. My sick mother got out of bed to see it. Even my father, he came backstage to borrow cash. But my best friend who cares so much about me, can't make 8 o'clock curtain. After all these years, he's nothing to me but an empty seat.
Mary Jane Watson: [sees Peter Parker approach her] Oh... you.
Peter Parker: Listen, I'm sorry, but there was a disturbance.
Mary Jane Watson: I don't know you and I can't keep thinking about you. It's too painful.
Peter Parker: I've been reading poetry lately.
Mary Jane Watson: Whatever that means.
Peter Parker: Day by day he gazed upon her, Day by day he sighed with passion, Day by day...
Mary Jane Watson: [Interrupts Parker] Don't start.
J. Jonah Jameson: Get a picture of a rancid chicken. Headline, "Food Poisoning Scare Sweeps City!"
Hoffman: [walks in] Some food got poisoned?
J. Jonah Jameson: [glares over] I'm a little nauseous, yeah!
Harry Osborn: He's my best friend!
Green Goblin: And I'm your father!
J. Jonah Jameson: Take a shot of my wife with the Minister here...
[Both pose with Minister]
Mrs. Jameson: Beautiful tie!
J. Jonah Jameson: Ohh, no get a shot with the DA.
Mrs. Jameson: Beautiful dress!
[Both pose with DA]
J. Jonah Jameson: Oh here get a shot of the Mayor and his girlfriend... wife.
[Both pose with Mayor]
Mary Jane Watson: [Dr. Octavius has tied up MJ and is busy working on other stuff] Hey! I'm talking to you! You got what you needed for your little science project. Now let me go!
Dr. Otto Octavius: I can't let you go. You'd bring the police. Not that anyone can stop me now that Spider-Man is dead.
Mary Jane Watson: He's not dead. I don't believe you.
Dr. Otto Octavius: Believe it.
[he puts on his goggles and starts up the machine]
[Mary Jane has decided not to invite Peter to her wedding]
John Jameson: Thought he was your pal.
Mary Jane Watson: Peter Parker?
John Jameson: Yeah.
Mary Jane Watson: Uh, he's just a great big jerk.
John Jameson: Well, the world's full of great big jerks.
Dr. Otto Octavius: You have a train to catch.
J. Jonah Jameson: [discussing his son's wedding with his wife over the phone] Flowers? How much? If you spend any more on this thing, you can pick the daisies off my grave! Get plastic!
Dr. Otto Octavius: The power of the sun, in the palm of my hand!
[waves at Pete]
Ursula: Hi Pete!
[promptly sets the oven on fire]
Spider-Man: [Thinks to himself] Am I not supposed to have what I want? What I need? What am I supposed to do.
[as he drops aunt May]
Dr. Otto Octavius: Butterfingers!
Train Conductor: [after Spider-Man attempts to slow the train with just his foot] Any more bright ideas?
Peter Parker: I got a few. Yeah!
J. Jonah Jameson: [speaking to his wife over the phone] Dear, we agreed to put on a wedding, not go into bankruptcy... Caviar? Who are we inviting, the czar? Get some cheese and crackers... some of those little cocktail weenies...
Dr. Otto Octavius: If you want to get a woman to fall in love with you, feed her poetry.
Peter Parker: Poetry?
Dr. Otto Octavius: Never fails.
[last lines]
Mary Jane Watson: Go get 'em, tiger.
[John is lying on the couch]
Mary Jane Watson: Could you lean your head back for me?
John Jameson: Sure...
[Leans his head back. M.J gives him an upside down kiss]
John Jameson: Wow... I'm back on the moon
[looks up at M.J]
John Jameson: You up there with me?
[repeated line]
Mr. Ditkovich: Rent!
J. Jonah Jameson: [to Peter Parker] Get your pretty little portfolio off my desk before I go into a diabetic coma!
Man Outside Peter's apartment: [Peter is screwing his wheel onto his bicycle, the wheel flies outside and hits someone] Hey! You punk!
Peter Parker: Sorry!
[about Spider-Man]
Harry Osborn: He humiliated me by touching me.
Doc Ock: [signalling for Spider-Man to come closer] Let's talk.
May Parker: Shame on you!
Green Goblin: Avenge me!
J. Jonah Jameson: I'll give you $150.00 for all of them!
Peter Parker: $300.00.
J. Jonah Jameson: That's outrageous! Done. Give this to the girl.
Harry Osborn: Kill Spider-Man, I'll give you all the tritium you need. On second thought, bring him to me, alive.
Dr. Otto Octavius: How do I find him?
Harry Osborn: Peter Parker.
Dr. Otto Octavius: Parker?
Harry Osborn: He takes pictures of Spider-Man for the Bugle. Make him tell you where he is.
Dr. Otto Octavius: Have it ready.
[Runs down the building]
Harry Osborn: [shouts] Don't hurt Peter!
Peter Parker: Would you think about it?
Mary Jane Watson: Think about what?
Peter Parker: Picking up where we left off.
Mary Jane Watson: Where was that? We never got on. You can't get off if you don't get on Peter.
Doc Ock: You've stuck your webs into my business for the last time!
May Parker: [Peter apologizes for a previous conversation] Pish-posh. We needn't talk about it. Water over the dam, or under the bridge, or wherever you like it.
Mary Jane Watson: [on the giant spider web] I think I always knew all this time who you really were.
Peter Parker: Then you know why we can't be together. Spider-Man will always have enemies. I can't let you take that risk. I will always be Spider-Man. You and I can never be...
Snooty Usher: No one will be seated after the doors are closed. It helps maintain the illusion.
Mr. Ditkovich: I have ears like a cat! And eyes like a rodent.
Harry Osborn: Nobel Prize, Otto! We'll see you in Sweden!
Dr. Otto Octavius: [to Peter] Interesting person, your friend.
Peter Parker: [Aunt May is moving, and boxes are outside her house] Hey, where are all my comic books?
May Parker: Oh, those dreadful things? I gave those away.
Mr. Aziz: Joe's 29-minute guarantee is a promise, man. I know to you, Parker, a promise means nothing, but to me it's serious.
Peter Parker: It's serious to me too, Mr. Aziz.
Mr. Aziz: You're fired.
Mary Jane Watson: Do you love me?
Peter Parker: [pauses] ... No.
Spider-Man: [referring to Doc Ock] We sure showed him!
May Parker: What do you mean 'we'?
Spider-Man: Where is she?
Dr. Otto Octavius: Oh, she'll be just fine. Let's talk.
[they fight]
[Spider-Man rescues Harry]
Harry Osborn: This doesn't change anything.
Dr. Otto Octavius: Ladies and gentlemen, fasten your seat belts.
Harry Osborn: [lamenting Otto's experiment] I'm ruined! I have nothing left - except Spider-Man...
Snooty Usher: [points to Peter's shoes] Shoelaces.
[Peter kneels and ties his shoes]
Snooty Usher: Uh, you might want to...
[acts like he's straightening a tie]
Snooty Usher: [Peter straightens his tie]
Snooty Usher: That's better. Can I help you?
Woman at Web: [examining police car suspended in mid-air] It's a web...
[suddenly Spider-Man swings past]
Woman at Web: Go, Spidey, go!
May Parker: [after Spider-Man saves her life] Ohh, have I been wrong about you!
Spider-Man: [to Aunt May, who's hanging several hundred feet up the side of a building] Hang on!
Spider-Man: [in argument with Mary Jane] You don't understand! I'm not an empty seat anymore. I'm different! Punch me I bleed.
Peter Parker: These things have turned you into something you're not.
Peter Parker: Don't listen to them!
Dr. Otto Octavius: It was my dream.
Peter Parker: Sometimes, to do what's right, we have to be steady and give up the thing we want the most. Even our dreams.
Dr. Otto Octavius: You're right.
[the tentacles hiss and snap]
Dr. Otto Octavius: He's right.
Mr. Aziz: [to Peter] Peter, you're a nice guy. You're just not dependable.
[first lines]
Peter Parker: [narrating] She looks at me everyday. Mary Jane Watson. Oh boy! If she only knew how I felt about her. But she can never know. I made a choice once to live a life of responsibility. A life she can never be a part of. Who am I? I'm Spider-Man, given a job to do. And I'm Peter Parker, and I too have a job.
Peter Parker: Pizza time!
Receptionist: [looks at the clock on the wall] You're late. I'm not paying for those.
Spider-Man: [addressing two kids he saved from getting hit by a truck] Hey, you two. No playing in the street.
Boy Saved by Spider-Man, Girl Saved by Spider-Man: Yes, Mr. Spider-Man.
Spider-Man: See ya!
Black Passenger: [Black man after Spiderman/Peter Parker regains consciousness] It's all right.
Amazed Kid: We found something.
Boy with Mask: [Hands Spider man mask back to Peter] We won't tell nobody.
[Peter puts Spiderman mask back on]
Boy with Mask: It's good to have you back Spiderman.
Doc Ock: [Breaks into carriage] He's mine!
Train Passenger: [Steps into Dr Octopus's path] You want to get to him, you gotta go through me.
Train Passenger: [Steps into path] And me.
Train Passenger: [Steps into path] Me too.
[Other passengers step in front of Dr Octopus to stop him from getting to Spiderman]
Doc Ock: Very well
[Robotic arms break through crowds to get to Spiderman]
J. Jonah Jameson: Guy named Otto Octavius winds up with eight limbs. Four mechanical arms welded right onto his body. What are the odds?
Spider-Man: If you lay... One finger... On her... I'll...
Dr. Otto Octavius:
Ben Parker: Of all the times we talked of honesty, fairness, justice. A lot of those times I counted on you to have the courage, to take those dreams out into the world.
Spider-Man: I can't live your dreams anymore. I want a life of my own.
Ben Parker: You've been given a gift Peter, with great power, comes great responsibility.
[gives his hand to Peter]
Ben Parker: Take my hand son.
Spider-Man: [backs away] No Uncle Ben. I'm just Peter Parker. I'm Spider-Man no more. No more...
Doc Ock: [grabs Spider-Man in the bank] You're getting on my nerves.
Spider-Man: I have a knack for that.
Doc Ock: Not anymore.
Spider-Man: [after getting reprimanded by Mary Jane] I don't think it's that simple.
Mary Jane Watson: Of course you don't! Because you complicate things!
Peter Parker: [consoling his Aunt who blamed herself for Uncle Ben's death] Aunt May, you don't have to punish yourself...
May Parker: Oh, I know I shouldn't. It's just that you wanted to take the subway, and he wanted to drive you. If only I had stopped him, we'd all three of us be having tea together.

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