Written by Alvin Sargent, Directed by Sam Raimi.

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.

• [to himself, regarding his life] Am I not supposed to have what I want?

• [to himself] She can never know how much I love her.

• [end of PS2 game, closing narration] Mary Jane, the girl next door, the girl I love, and now, the girl waiting for me at the end of the day. Fate handed me amazing powers, and with those powers came a burden of responsibility. Somehow though, having her with me makes that burden lighter. Still, in the end, it's mine to bear. After all, there's still only one... Spider-Man!

• [pleading with MJ to give him a chance]* I let things get in the way before, there was something I thought I had to do.. I don't have to!

• [talking to Doc Ock] Sometimes, to do what's right, we have to be steady, and give up the things we want the most. Even our dreams.

• [Doc Ock throws a heavy bag full of coins at him, Spider-Man catches it by his webbing] Here's your Change! [tosses it back on Ock].

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.

• [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!

• Guy named Otto Octavius winds up with eight limbs. What are the odds?

• Lookin' for a raise? Get out!

• [looking at Spider-man's suit] Spider-Man...was a hero. I just couldn't see it. He was a...[looks to see that Spider-Man has stolen back the suit]...a thief! A criminal! He stole my suit! He's a menace to the entire city! I want that wall-crawling arachnid prosecuted! I want him strung up by his web! I want Spider-Man!!!

Doc Ock

• Intelligence is not a privilege, it's a gift, to be used for the good of mankind.
• Has anybody lost a large roll of 20 dollar bills in a rubber band? Because we found the rubber band.
• The power of the sun...in the palm of my hand.
• You've stuck your webs into my business for the last time!
• The true crime would be to not finish what we started.
• You have a train to catch.
• I will not die a monster! [As he brings the fusion device on top of himself]

Other characters

• Peter Parker: Hi.
• Mr. Ditkovich: What's hi? Can I spend it?
• Mr. Ditkovich: If promises were crackers, my daughter would be fat.
• Mr. Ditkovich, at numerous points in the film: Rent?
• [Peter is waiting for the bathroom and Mr. Ditkovich pushes in front, closing the bathroom door behind him. He opens it again.]

Mr. Ditkovich: Rent?

[Peter closes the door in Ditkovich's face.]

• Norman Osborn: AVENGE ME!
• Character played by Stan Lee: Look out! (his only line of the cameo)

Dialogue

J. Jonah Jameson: You're fired. ...Parker, hello? You're fired!

[Peter comes out of daze] Peter: Why?

Jameson: [on Peter's latest photos in his photo book] Dogs catching Frisbees? Pigeons in the Park? A couple of geezers playin' chess?

Betty Brant: [Walks in urgently] Boss!

J. Jonah Jameson: Not now.

[Brant walks out]

Peter: Well, I was thinking maybe the Bugle could show another side of New York for a change

Robbie Robertson: We got six minutes to deadline, Jonah! We need page one!

Jameson: [looks over at Robbie, ignores him] Parker, I don't pay ya to be a sensitive artiest [sic (artist)], I pay you because... [notices Betty Brant heading back for his desk]

Jameson: Still not now!

[Brant walks back out]

Jameson: I pay you because for some reason that psycho Spider-Man'll pose for you.

Peter: Spider-Man won't let me take any more pictures. You've turned the whole city against him!

Jameson: A fact I'm very proud of. Now, get your pretty little portfolio off my desk before I go into a diabetic coma! [intercom alarm goes off, presses intercom button]

Brant: [over personal intercom] Boss, your wife's on the line, she said she lost your checkbook.

Jameson:[over personal intercom] Thanks for the good news!

Peter: Mister Jameson, please, isn't there any of these shots you can use? I really need the money.

J. Jonah Jameson: [with faux sympathetic 'puppy-dog' face] Aww... Miss Brant?!?

Brant: [walks in] Yes?

Jameson: Get me a violin!

Robbie: [walks in urgently] Five minutes to deadline, Jonah!

Jameson: All right, run a picture of a rancid chicken. Here's the headline: "Food Poisoning Scare Sweeps City."

Hoffman: [leans in] Some food got poisoned?

Jameson: [glares over] I'm a little nauseous, yah!

Peter: [after a short pause] All right Mister Jameson. [hands Jameson a photo of Spider-Man]

Jameson: [briefly analyzes the photo] It stinks. Robbie, there's your page one.

Jameson: "Masked Menace Terrorizes Town."

Robertson: I told you he's not a menace!

Jameson: And I told you...

Robertson: I'll take care of it.

Jameson: [on Peter's latest photo of Spider-Man] I'll give ya a hundred and fifty.

Peter: Three hundred.

Jameson: That's outrageous! Done. Give this to the girl.

Doc Ock: [grabs Spider-Man] You're getting on my nerves.

Spider-Man: I have a knack for that.

Doc Ock: Not anymore. [squeezes harder]

Peter: Hi.

Mr. Ditkovich: What's 'hi'? Can I spend it? You're two months behind rent again. Again!

Peter: I'm sorry, I'm promise I'll get it in sooner or later-

Mr. Ditkovich: If promises were crackers, my daughter would be fat!

Peter: All I have is this $20 for the rest of the week and-

Mr. Ditkovich: (snatches the $20 from Peter's hands) Sorry doesn't pay the rent. And don't try to sneak past me. I have ears like a cat, and eyes like a rodent.

Peter: Thanks, Mr. Ditkovich.

Ursula Ditkovich: Hi, Pete. (accidentally knocks over pan, and oven catches on fire. As Ursula is putting out the fire, Mr. Ditkovich slams the door in Peter's face)

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: [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.

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.

Officer: Hey, buddy! You park there, I'm towin' it!

Peter: Whatever.

[Peter walks into theater lobby]

Doorman: Ah! Shoelace.

[Peter stops, bends down to tie his shoelace, then moves forward again]

Doorman: Wait, you might want to...[motions for Peter to fix tie]

[Peter fixes tie and moves forward again]

[Doorman stops him entering theater]

Doorman: Can I help you?

Peter: Yeah, I, uh, I've come to see the show.

Doorman: Oh, I'm sorry sir: "No one will be seated after the doors are closed."... It helps maintain the illusion.

Peter: Ah, I understand. Umm... Miss Watson, She's a friend of mine, she asked me to come.

Doorman: But not to come late.

J. Jonah Jameson: [talking about Otto Octavius] What are we gonna call this guy?

Hoffman: "Doctor Octopus".

J. Jonah Jameson: That's crap.

Hoffman: "Science Squid."

J. Jonah Jameson: Crap!

Hoffman: "Dr. Strange".

J. Jonah Jameson: That's pretty good...

Hoffman: [smiles in acceptance]

J. Jonah Jameson:...But it's taken! ...Wait, wait! I got it! "Dr. Octopus".

Hoffman: I...but... I like it.

J. Jonah Jameson: Of course you do. Lookin' for a raise? Get out!

Cast

• Peter Parker/Spider-Man — Tobey Maguire
• Mary Jane — Kirsten Dunst
• Doctor Octopus — Alfred Molina
• Aunt May — Rosemary Harris
• J. Jonah Jameson — J.K Simmons