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?

Harry Osborn: Now... lets see who's behind the mask
[pulls off mask and reveals Peter]
Harry Osborn: [stumbles backwards] No... it can't be
Spider-Man: [gets up] Harry, where is he? You have to tell me where he is!
Harry Osborn: [pause] Peter... you killed my father.
Spider-Man: There are bigger things happening here than me and you

[talking to his arms] Listen. Listen... to me now. Listen... to ME now!

Dr. Otto Octavius

J. Jonah Jameson: I'll give you $150.00 for it!
Spider-Man: $300.00
J. Jonah Jameson: That's Outrageous! Done.

Go get 'em, tiger.

Mary Jane Watson

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.

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.

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.

Mary Jane Watson: What's happened to you?
Peter Parker: I don't know... But I have to stop it.

Uncle Ben: I don't mean to lecture and I don't mean to preach. And I know I'm not your father...
Peter Parker: Then stop pretending to be!

Peter Parker: You don't trust anyone, that's your problem.
J. Jonah Jameson: I trust my barber.

Harry Osborn: He's my best friend!
Green Goblin: And I'm your father!

FREE Movie Newsletter