Channel Awesome
Spider-Man 2


Release Date
March 11, 2020
Running Time
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(The Channel Awesome logo is shown. Then the Spider-Month title sequence plays, once again to the tune of the old Spider-Man cartoon show of the '60s)

NC (vo; singing):

♫ Spider-Month, Spider-Month ♫
♫ Does anything actually rhyme with "month"? ♫
♫ Here's a search ♫

(Cut to a shot of the website RhymeZone, which shows that there is no perfect rhyme for "month")

♫ No, there's not ♫

(Cut back to the title sequence)

♫ Make one up... Um... "Shmonth" ♫

(The word "Shmonth" pops up)

♫ Look out, here comes the...Spider-Shmonth. ♫

(The word "Spider-Shmonth" is displayed, ending the title sequence. Then we cut to the NC)

NC: Hello, I'm the Nostalgia Critic. I remember it so you don't have to. Let's continue Spider-Month with what everybody says is the greatest of the Sam Raimi Spider-Man movies...

(Cut to a scene of the film showing Peter Parker speaking with Mary Jane)

Peter Parker (Tobey Maguire): I've been reading poetry lately.

Mary Jane Watson (Kirsten Dunst): Whatever that means.

(The words "TRUST ME ON THIS" pop up in big yellow letters)

NC: Spider-Man 2!

(The film's title is shown, before showing its clips)

NC (vo): People went nuts when this film came out, saying it was a game-changer, one of the best sequels ever made, as well as one of the best comic book movies ever made.

(We are shown a scene of Spider-Man in an elevator with a man (Hal Sparks))

Spider-Man: It gets kinda itchy. And it rides up in the crotch a little bit, too.

NC: (shrugs) They are right. (An image of Obi-Wan from Return of the Jedi is shown) From a certain point of view.

(Back to footage of Spider-Man 2)

NC (vo): Changing up writers from one to four, even getting one of the great screenwriters, Alvin Sargent, I remember at first being a little let down because I expected the dialogue to be more like Ordinary People, but still got a lot of the campiness from the first movie. Looking back, though, I realize if it was written more realistic, it wouldn't have fit. It's like going from Batman Returns to Batman Forever. The style change would've been way too distracting and out of nowhere. So I've grown to appreciate how the movie tries to bring in more elements of realism while still being in the same charmingly hokey universe as the first. This movie still has a lot of great "What the fuck" moments, though... (As he says this, a shot of the famous train sequence is shown, focusing on one extra with the caption "Phil LaMarr????") ...and we're going to go over which ones work, which ones don't, and which ones...both.

NC: Let's continue Spider-Month with Spider-Man 2.

(The opening credits are shown)

NC (vo): After the best opening credits sequence to a comic book movie ever...

NC: How dare you cut back to me, thinking I was gonna make a joke about that.

(The movie proper begins, in a traffic jam on a New York street, showing Peter Parker racing through traffic on a motorcycle)

NC (vo): ...we find Spider-Man on his first perilous mission of the film: delivering pizza!

(Peter Parker arrives at Joe's Pizza)

Mr. Aziz (Aasif Mandvi): (to Parker, pointing to a clock on the wall) In eight minutes, I'm defaulting on Joe's 29-minute guarantee!

NC: (as Mr. Aziz) If the Fire Nation does not get this in under eight minutes, they're canceling the Last Airbender sequel (A poster of The Last Airbender in 3-D is shown. After a beat...) Don't smile at that!

(Now in his Spider-Man getup, Peter swings away through the air with the pizza in his hand, whooping and hollering as he does so)

NC: This...immediately sets the tone for the entire film.

NC (vo): In the first one, I felt like they were still trying to find their footing for what the style was, but here, it dives right into the zaniness with no apologies. I feel like someone can figure out right away if this is for them or not.

(NC sits down in his chair again, with the message "Cynical Angry Teen NC" displayed in the corner)

NC: (cynical angry teen voice) Oh, man, I can't wait to see the next Blade! (The scene of Spider-Man swinging through the air while holding the pizza is shown again) Out!

(He gets up and leaves. Then the message "More Relaxed Adult NC" is displayed in the corner as NC sits down again)

NC: (laughs; more relaxed adult voice) This is gonna be fun.

(As Spider-Man swings through the air, he spots a ball rolling out in the middle of the street with a truck coming as two kids, a boy and a girl, run out in the street to get it)

NC (vo; as Spider-Man): Man, Darwinism at work; I got a pizza to deliver. (Spider-Man swings down toward the kids and snatches them out of the way of the oncoming truck in the nick of time. He sets the two kids safely on the ground) Everybody gets one.

Both Kids: Yes, Mr. Spider-Man.

(Despite his effort, Peter fails to make the delivery on time and sadly goes back to the pizza store)

NC (vo): This, of course, makes Peter late for his delivery, causing him to lose his job.

Peter: (to Mr. Aziz) Look, give me another chance.

(In response, Mr. Aziz walks up to Parker and rips the "Joe's Pizza" label off of his helmet)

NC: Again, tone set.

NC (vo): That is both kind of sad, but really funny at the same time. This bizarre world feels so much more embraced than before. The only thing to cement it is...

(The Hallelujah Chorus plays in the background during the following part...)

J. Jonah Jameson (J.K. Simmons): (to Peter) Get your pretty little portfolio off my desk before I go into a diabetic coma!

NC: (holds up index finger) You are proof cloning will continue, because when you die... (As he speaks, a shot of Jameson on the Daily Bugle website (invented for Spider-Man: Far From Home) appears in the corner, in which he proclaims Spider-Man to be an evil psychopath) ...we're still gonna have you in the role.

(Peter is at the Daily Bugle, speaking with Betty Brant)

Betty Brant (Elizabeth Banks): (to Parker) I don't think this covers the advance I gave you a couple weeks ago. (Peter looks depressed) Hey. Chin up, okay?

NC: (as Brant) If I can survive being Rita Repulsa, you can survive this.

(Peter is shown struggling to get to his college class, while several walking students bump into him. We are also shown future clips of Harry slapping Peter and Peter falling onto a parked car)

NC (vo): Maybe another reason I like this movie is I get to see Maguire endlessly tortured. It's like this movie is a Tobey sadist, and I'm very okay with that.

Peter: (seeing Dr. Curt Connors (Dylan Baker)) Dr. Connors!

Dr. Connors: Your grades have been steadily declining. You're late for class.

NC: (as Dr. Connors) You're forgetting to utilize me until the reboot. (An image of Dr. Connors/Lizard from The Amazing Spider-Man is shown in the corner) Not cool.

(That night, Peter arrives home to see Aunt May, Mary Jane Watson, and Harry Osborn waiting to surprise him for his birthday)

NC (vo): Peter goes to Aunt May, who planned a surprise birthday party, inviting all his friends – both of them.

Harry Osborn (James Franco): We're about to make a breakthrough on fusion.

Aunt May Parker (Rosemary Harris): Your father would be so proud, rest his soul.

NC: (as May) What was his cause of death again? (as Harry) Well, my butler, who tended his wounds, said "giant knife to the balls". (as May) From Spider-Man? (as Harry) Well, unless he's leaving out some crucial information, I'm making that assumption, yes.

NC (vo): In one of my favorite lines that I'm not sure was intentional, Aunt May wakes up, dreaming Uncle Ben is still alive. She clarifies everybody is gone, I'm sure referring to the party, but with Rosemary Harris being such a good actress, you get the feeling she could be talking about all the people in her life.

May: (to Peter) Oh, for a second there, I thought I was years ago. Everybody's gone, aren't they? Did they have a good time?

Peter: I'm sure they did.

NC: Even when you're not trying, you're being emotional.

May: (tearing up) It's just that I miss your Uncle Ben so much. Were I to face the one responsible for what happened, I'd...

NC (vo; as May): ...I'd probably give him the silent treatment and then start a garage sale. I am loopy!

(Peter and Mary Jane are shown talking with each other from their respective backyards)

NC (vo): I also like Peter and Mary Jane recreating their talk in the backyard, and again, the dialogue seems a bit more genuine this time instead of just quoting cheesy one-liners at each other...for the most part. She tries hitting on him, he turns her down, and then she says she's seeing someone else, leading to this weird line...

Mary Jane: I'm seeing somebody now.

Peter: Oh, therapy.

NC: (confused) How would you take that?

Mary Jane: A person. A man.

NC (vo; as Mary Jane): So it's like therapy, but with sex and dinner, and I obsess over you in both. (normal) Parker sneaks into his apartment, trying to hide from his landlord and daughter so he can delay paying the rent.

(Peter gets caught, however, by his landlord, Mr. Ditkovitch (Elya Baskin) and his daughter, Ursula (Mageina Tovah), the latter making dinner and holding a stirring spoon)

Peter: Hi.

Mr. Ditkovitch: What's hi? Can I spend it?

Ursula: (waving to Peter) Hi, Pete.

(She accidentally drops the spoon, however, and it bumps into the one of the burners, accidentally turning on the fire much higher)

NC: (shaking head) I'm just gonna say it: these two are my favorite characters in all the movies.

Peter: I promised–

Mr. Ditkovitch: If promises were crackers, my daughter would be fat. (laughs)

NC (vo): I want a sitcom where they own a building, all the tenants are superheroes, and they never realize it.

NC: (gestures toward a title for the then-upcoming Marvel show WandaVision) If that can become a show, why not this? Get on it!

(Harry, who is now head of Oscorp's genetic and scientific research division, is sponsoring a fusion power project by nuclear scientist Otto Octavius, who befriends Peter)

NC (vo): Peter visits Doctor Octavius, played by Alfred Molina, who's working on a groundbreaking project under Harry at Oscorp. But he's heard of Peter's infamous laziness.

Dr. Octavius: (to Peter) You know, being brilliant's not enough, young man. Intelligence is not a privilege, it's a gift, and you use it for the good of mankind.

NC: (as Dr. Octavius, crossing his arms) Like a coworker of mine once said, "With great power comes great–"

Offscreen voice: (interrupting) OH, COME ON! (NC is startled)

NC (vo): They do get along, though, as Peter is fascinated by the possibility of Octavius creating the power of the sun. But he has a fear he might have miscalculated.

Peter: (to Dr. Octavius) Are you sure you could stabilize the fusion reaction?

Dr. Octavius: (to his wife, Rosalie (played by Donna Murphy)) Rosie, our new friend thinks I'm gonna blow up the city.

NC: (as Peter) I'm just saying, I know scientists who turned into goblin people. Carry the one.

NC (vo): I mean what I said when I mentioned this movie got more realistic dialogue; it just happens to be for a Frank Capra flick.

Dr. Octavius: (to Peter) But if you want to get a woman to fall in love with you, feed her poetry.

Peter: Poetry...

Dr. Octavius: Never fails.

NC: (as Dr. Octavius) If that doesn't work, try some marshmallow rise squares. (A clip of the movie Pleasantville is shown)

George Parker (vo): Those are swell.

(Peter is shown buying a ticket to see a stage play that Mary Jane is starring in)

NC (vo): Peter decides to see Mary Jane's play, but once again, he gets sidetracked by Spider-Man problems. Yeah, if there's anything I know, New York in a weekend evening is always traffic free for a car chase.

(Peter, having changed into Spider-Man, is shown chasing after two robbers in a stolen car on the way to the theater)

Spider-Man: Whoo!

NC (vo): I should point out that the effects in this film are a lot better. Even when they look a little fake, they're still clever and ambitious. Which is more than I can say for some of the extras?

(An earlier shot of the scene is shown, showing a crowd of people looking at a taxi cab which has just been caught in a large web)

Woman at web (Joy Bryant): It's a web. (Spider-Man swings past the crowd) Go, Spidey, go!

NC: (as a director) Cut! Do we have time to do take two? (as someone offscreen) No. (as a director, giving thumbs-up) Great job, totally convincing!

(Peter makes it to the theater, only to see the usher has already closed the stage doors)

NC (vo): Glad to see that fired wrestling announcer got another job.

Snooty Usher (Bruce Campbell): (pointing to a sign on the door) "No one will be seated after the doors are closed." It helps maintain the illusion.

NC: I wonder if that's a clue to him one day playing Mysterio. (The audience is heard voicing criticism, startling him) Jesus, struck a nerve!

(Peter is, thus, forced to staying outside the theater for the rest of the night, while he watches an Asian violinist play a tune)

Asian Violinist: (singing off-key while plucking a violin string) Spider-Man, Spider-Man, does whatever a spider can. Spins a web...

NC: (uncomfortably) Um...racist? I don't know. I watched (Title for the following is shown in the corner...) Fresh Off the Boat. I think that balances me out.

(Peter attempts to go home by swinging as Spider-Man, but suddenly suffers a glitch with his powers, causing him to fall onto a building. Spider-Man is then shown taking an elevator along with another passenger)

NC (vo): Parker finds his Spidey powers are fading away, though, forcing him to use the elevator. Hal Sparks comes in to clarify this was definitely an early 2000s movie.

Elevator Passenger (Sparks): Cool Spidey outfit. (They both nod)

Spider-Man: Thanks.

NC: I actually never thought this scene was written that funny, but let's be honest, this image alone...

NC (vo): all you need. They can say anything, and you're guaranteed to laugh.

NC: The only thing that'd make this image funnier is if you switched him out with... (To a ding sound, Sparks is replaced by Bruce Campbell. NC points to the camera) You already have him in dual roles. I promise nobody would question this!

(The next day, Peter attempts to call Mary Jane on a payphone)

NC (vo): The next day, Peter tries calling Mary Jane to explain why he wasn't at the play, but he runs out of money to put in the phone.

Peter: (on phone) I wanna tell you the truth. Here it is.

NC (vo; as Peter): (as the poster for Molly's Game appears off to the side) I'm Player X.

Peter: (on phone) I'm Spider-Man.

NC (vo; as Peter): That, too.

NC: Though I actually get less hate for that. (beat) I think.

(Later, Peter and Harry attend a public demonstration of Dr. Octavius's "sun" experiment)

NC (vo): The next day, Peter attends Dr. Evil's experiment, as well as apparently open mic night.

Dr. Octavius: Has anybody lost a large roll of $20 bills in a rubber band? Because we found the rubber band. (The crowd laughs) It's a terrible joke.

NC: (stunned) Am I giving in to the Stockholm, or is this awkward first-day writing actually starting to grow on me?

(Octavius reveals his harness of powerful robotic tentacle arms with artificial intelligence, built to handle hazardous materials)

NC (vo): Octavius gets onto his groundbreaking experiment, just using these everyday mechanical arms that hook into his cerebellum using artificial intelligence to control their movements.

NC: Fuck the sun thing! There's like a million gold mines in those alone!

Reporter: (to Dr. Octavius) If the artificial intelligence in the arms is as advanced as you suggest, uh, couldn't that make you vulnerable to them?

NC: One may ask, why even put artificial intelligence in a tool like that? It's like giving construction equipment a soul.

(The diesel-powered shovel in Supergirl is shown, having been brought to life with a spell by Selena)

NC (vo): And as we saw in Supergirl, that is so dangerous!

(Cut back to Spider-Man 2, as Dr. Octavius is about to engage the experiment)

Dr. Octavius: Fasten your seat belts.

NC (vo): He gives the order to Jin to start the experiment, but it wouldn't be a Spider-Man movie without science going wrong. Or an extra giving a weird line read.

(As the group applauds the experiment, one elderly man looks toward Harry)

Man: This is a breakthrough beyond your father's dreams.

NC: (as this man) I just learned that line two seconds ago. I'm proud of however I said it.

(A power spike suddenly occurs, sucking several objects into the fusion reactor)

NC (vo): The energy starts sucking all the metal into it, though, causing it to go awry.

Harry: TURN IT OFF! I'M IN– (Suddenly, Peter, who has changed into Spider-Man, swings in and pulls Harry out of the way of some heavy lab equipment that becomes airborne and almost hits Harry. While relieved at being saved, Harry frowns at Spider-Man) This doesn't change anything.

NC: (shrugs) Okay, into the sun you go.

(He reaches out and grabs what looks like Harry and throws him into the sun in the movie. Meanwhile, in the movie proper, the windows shatter and the shards come flying at Dr. Octavius' wife and assistant Rosalie, who screams as her face is reflected in the oncoming shards that impale her right in the eye)

NC (vo): We get one of those wonderful gruesome-without-really-being-gruesome deaths as his wife is stabbed in the eye with a piece of glass, killing her. How about that? A Spider-Man movie that actually earns its PG-13 rating.

NC: (as the older man) But, Critic, what about...

(Footage of the first film's scenes that are about to be described is shown, along with the fact that all of those mentioned scenes were also shown in the first movie's trailer)

NC (vo; as the older man): ...Mary Jane's wet shirt, the disintegrating skeletons, and the Goblin killing people, which were shown in the trailer, approved for all audiences?

NC: (normal) Well, clearly, you had to be over 13 in order to accept the disturbing nature of all those.

Older Man: (as an image of Norman Osborn/Green Goblin getting impaled) But what about–

NC: (interrupting, as images of Beetlejuice are shown) This was PG! Cut the umbilical cord!

(After Spider-Man shuts the experiment down, an unconscious Octavius is taken to a hospital, where doctors attempt to surgically remove his mechanical arms. However, due to the inhibitor chip that Octavius used to maintain control of his arms being destroyed when the experiment went awry, the arms have grown a sentient life of their own, and attack the doctors)

NC (vo): It's continued with a great scene when Octavius is knocked out, but his arms are still awake, killing all the doctors trying to remove them.

(While some doctors are knocked by the arms into medical supplies or glass doors, another arm kills another doctor by grabbing him and lifting him up into a light fixture, electrocuting him. Suddenly, footage of the Evil Dead movies are mixed in, with more gruesome scenes of doctors being killed by physical dismemberment)

NC: (hastily) Sorry, that was from the Evil Dead movies, but it's wonderfully hard to tell, isn't it?

NC (vo): Apparently, Octavius was not that well-sedated, as he wakes up seconds after his arms killed everybody. What, was that operation gonna take two minutes?

Dr. Octavius: (realizing what his arms did) NOOOOOOOO!!! (His arms flail around wildly)

(NC is shown wearing a Darth Vader mask)

NC (in deep voice): Oh. That's how I was supposed to do it.

(With that, we go to a commercial break. After the commercial, the movie resumes, as we see J. Jonah Jameson discussing with his staff about Dr. Octavius' recent events, whereupon the Daily Bugle dubs him Doctor Octopus)

NC (vo): The following day, the Daily Bugle tries to think of what to name their latest scientist gone wrong.

Hoffman: Science Squid?

Jameson: Crap.

Hoffman: Doctor Strange.

Jameson: That's pretty good.

NC: (stunned) Wow. That shout-out worked.

(As he says this, an image appears in the corner of a news report revealing Sam Raimi as the director of the upcoming sequel to Doctor Strange is shown)

Jameson: (to Peter, who has just walked in) Mad scientist goes berserk, and we don't have pictures.

Robbie: I heard Spider-Man was there.

(Peter nervously looks at Robbie)

NC: (shrugs) I look forward to where that doesn't go.

NC (vo): As much as I bashed the lame exposition in the first film, this might have the most poorly-written introduction to an absolutely pointless character in any of these movies.

Jameson: (to Peter) I need you. Come here. You're all I got. Big party for an American hero. My son, the astronaut.

NC: (cringes and puts his hand on his face) Oh, that line was so bad, even Simmons couldn't save it.

NC (vo): Maybe if it was, "They're celebrating my son. Oh, you have a son? Yes, he's in the space program. He's an astronaut." Or, "It's for my son, John. He just returned from space. Really? From space? Yes, he's an astronaut." (chuckles) But no! We get the most forced, unnatural introductory line of...

Jameson: My son, the astronaut.

NC: (as Jameson) Have you met my co-worker, the editor? (Hoffman is shown) He's right next to my acquaintance, the secretary. (Betty Brant is shown) Say hello to my black guy, the black guy. (Robbie is shown) Oh, what do you care? You'll forget about it when you see it's followed by this meme.

Peter: Could you pay me in advance?

(Upon hearing that question, Jameson immediately bursts into loud laughter. The shot of Jameson laughing is shown with the meme caption, "They released 'Cats' around Oscar season". Meanwhile, Octavius hides out at a harbor, where he becomes increasingly influenced by his arms' A.I. and decides to retry his experiment, now willing to do anything to achieve it)

NC (vo): Meanwhile, Octavius hides out near the water as the A.I. in his arms seem to be controlling him. At first, the thought of the A.I. arms going evil seemed a little dumb, but it does kind of make sense. They're programmed to finish the experiment and that's exactly what they'll do, by any means necessary. So, whether it's getting equipment to keep it going, robbing a bank to buy that equipment, or gloating about killing innocent people...wait, what?

(A montage is shown of Dr. Octavius, now Doc Ock, threatening lives)

Doc Ock: (to Spider-Man, as he captures Aunt May in his arms) Now you'll have this woman's death on your conscience! / (to Peter, after capturing Mary Jane) ...or I'll peel the flesh off her bones.

NC: (stunned) Okay, somewhere, a few extra steps were taken, but...

NC (vo): ...Christ, those arms look cool!

(Doc Ock is shown attempting to rob a bank, until Spider-Man arrives to stop him. Doc Ock grabs some bags of money with his arms and throws them at Spider-Man)

NC (vo): In this pretty awesome fight scene, Spider-Man tries to stop Doc Ock from Scrooge McDucking people to death as he takes Aunt May hostage. Take it away, awkward extras!

(One of Doc Ock's arms smashes through the wall of a building, causing a woman inside to scream her head off)

NC: (face-palming) Sometimes, I have no idea what this movie is doing; I just know I have no choice but to love it.

(In the ensuing fight, Spider-Man saves Aunt May from danger, but Doc Ock manages to escape with the stolen money)

NC (vo): Spider-Man defeats Doc Ock, though, saving Aunt May.

(Having saved May, Spider-Man swings through town and lands safely in a park)

Spider-Man: There you go.

NC (vo; as Aunt May): Don't I get a kiss upside-down? (as Spider-Man) Jesus, Aunt May! (as Aunt May) Wait, Peter? (as Spider-Man) I mean...fuck! (Spider-Man leaps away)

(We then cut to a big social event honoring Jameson's son, the astronaut John Jameson)

NC (vo): Later that night, Peter covers Jameson's big event.

Jameson: (escorting Peter around) Get a shot of my wife with the minister here. (Peter takes a picture)

NC (vo; as Jameson): Oh, have you met my son, the astronaut? This is all for my son, the astronaut. Keep an eye out for the astronaut, my son.

Female Announcer: The committee is pleased to present the handsome, the heroic, the delicious...

NC: (confused) The hell?

Female Announcer: ...the delicious Captain John Jameson.

NC: That was so uncomfortable, I feel like John Travolta was holding that moment by its chin. (A shot of John Travolta infamously bungling Idina Menzel's name at the Oscars is shown in the corner)

(To applause from the audience, John Jameson comes down the stairs with Mary Jane at his side. Later, Peter talks with Mary Jane outside the social event)

NC (vo): It's revealed that he's going out with Mary Jane, which I guess makes Peter think this is the perfect time to make his move.

Peter: (to Mary Jane) Day by day, he gazed upon her. Day by day, he sighed with passion.

Mary Jane: Don't start.

NC: (as Peter, as an image of Beaver Cleaver appears next to him) Oh, golly gee, Beav, reading poetry to her didn't work. I guess I'd better move on to serenading her upon moonlight. (A painting of a man serenading a woman is shown in the corner)

Mary Jane: John has seen my show five times. Even my father. He came backstage to borrow cash.

NC: (as Peter) I am more than happy to ask you for cash. My rent is years due.

(Peter's night gets worse as a drunken Harry argues with him over his "friendship" with Spider-Man, and Mary Jane and John announce their engagement)

NC (vo): After Harry slaps Peter for not turning Spider-Man in to him... (as Johnny from The Room) YOU'RE TEARING ME APART, PETER! (normal) ...Son the Astronaut says Mary Jane just agreed to marry him. And, yes, I know he has a name, but honestly, that is all he is in this film: Son the Astronaut.

NC: (holds up index finger) He's the only plot device I think is legit bad in this movie, because you could cut him out and you wouldn't miss a thing.

(As NC speaks, several clips focusing on John Jameson and Mary Jane are shown)

NC (vo): He's barely in the film, there's no reason to make him Jameson's son, he has no personality as there's no time to give him one, and there's no reason to have him marry MJ except that's what every '90s rom-com was doing. So it's perfect for this 2004 flick. I guess the idea is to build up all the bad stuff happening to Peter, but there's already enough. You can cut him out and still get the same amount of pressure and guilt. If anything, it makes Mary Jane look douchey. She's apparently at a point where she's ready to marry this guy, yet she's still putting the moves on Peter. I mean, what was this, a month ago?

Aunt May: (to Peter) I miss your Uncle Ben. Can you believe that it's two years next month since he was taken?

(A brief shot of a future scene of Peter and Aunt May visiting Uncle Ben's grave on the day he died is shown, before resuming showing clips of Mary Jane, including a deleted scene involving her at a shoe shop, speaking with several friends about her sudden engagement)

NC (vo): Yeah, and that scene hasn't happened yet. So it's safe to say she's [MJ's] ready to marry this guy, and yet she's still hitting on her ex-boyfriend! Not even ex-boyfriend, just ex...friend-friend! In the deleted scenes, they explain this a bit more, at least adding to her character a bit, but in the theatrical cut, this is entirely pointless.

Mary Jane: You're such a mystery.

NC: The only bigger mystery is WHY WAS THIS GUY IN THIS MOVIE?!? (John Jameson is shown one more time in the corner)

(A heartbroken Peter attempts to go home as Spider-Man, but in his emotional state, he loses his powers, causing him to fall into an alley. He also loses his ability to climb walls, and his vision begins to blur. Peter is then shown going to see a doctor)

NC (vo): Peter's powers continue to fail him, so he goes to see a cool know, he has a tie-dye shirt, so he's cool...and he talks about a dream where he's Spider-Man and his powers don't work.

Peter: I'm Spider-Man. But I'm losing my powers. I'm climbing a wall, but I keep falling.

NC (vo; as the doctor): Oh, my God, you're Wonder Woman.

Doctor (Gregg Edelman): My diagnosis? (points to his own head) It's up here.

(After his visit, Peter sees a vision of Uncle Ben speaking with him)

NC (vo): He starts to put together he may not want to be Spider-Man anymore, as a visit from Uncle Ben has him calling it quits.

Peter: I can't live your dreams anymore.

Uncle Ben (Cliff Robertson): Take my hand, son.

NC (vo; as Uncle Ben): I'm gonna take you to Christmas past. Yeah, what was that supposed to do?

Peter: I'm more.

NC: Please. (A shot of The Amazing Spider-Man is shown in the corner) You have one more movie until that.

(Peter is shown throwing his Spider-Man suit in the alley and walking away. As the days go by, Peter's normal life starts improving, as he puts more focus on his college studies, getting his grades improved, and has a good time wandering the streets)

NC (vo): He tosses out the suit and leaves Spider-Man behind, proving with no power comes not giving a shit.

(Peter watches an ambulance race past down the street, with a bunch of policemen running after it; Peter eats a hot dog, ignoring the event)

NC (vo; as Peter): Eh, I hope they die. (That night, after Peter successfully sees Mary Jane's play, he and Mary Jane go out) So now that you're engaged, I turned down your advances, and I treated you like shit, want to go out?

Peter: Will you think about it?

Mary Jane: Think about what?

Peter: Picking up where we left off. Punch me; I bleed.

NC: He's giving you an open invitation to punch him! Don't miss this opportunity!

(At the Daily Bugle, J. Jonah Jameson is creating a new headline, "Doc Ock Still at Large")

NC (vo): Meanwhile, at the Daily Bugle, somebody has something interesting to drop off.

(A man brings in a medium brown paper bag to J. Jonah Jameson and puts it on his desk)

NC (vo; as this man): It's a pun-apple.

(Jameson looks through the contents of the bag and pulls out the discarded Spider-Man suit)

Jameson: (laughs at what he's holding) I finally got to him!

(On the day Uncle Ben died, Peter and Aunt May have some tea in her apartment)

NC (vo): Jameson is, of course, thrilled that Spider-Man threw in the towel, but the guilt finally gets to Peter, who confesses to Aunt May he's the reason Uncle Ben is dead.

May: (stunned) What do you mean?

Peter: I went someplace else.

NC (vo): I really like this scene because, unlike the other times Peter cries, where it looks like they just put drops in his eyes before shouting, "Action," here, he really works up to it. It feels real. I also like that for such a friendly, go-lucky world, the friendliest character in the movies doesn't let him off so easily. In fact, here's a recreation of every movie theater in the world when the scene played.

Peter: I've tried to tell you so many times.

(As Peter places his hand on Aunt May's, Aunt May slowly moves it away. The sound of an audience is heard gasping)

Child: (gasps) Oh, my God!

(Stunned, May leaves the room, leaving Peter alone)

NC: (as Peter, calling out) But you know I'm also Spider-Man! So there's a happy ending! For me... (looks upset)

(Meanwhile, Octavius completes rebuilding his reactor, but requires tritium to start it up. He goes over to Harry's mansion and confronts Harry, and the two eventually make a deal)

NC (vo): Octavius finishes his machine and visits Harry to get the missing tritium he needs to make it work. Harry tells him if he gets Spider-Man, he'll give him all the tritium he wants.

Doc Ock: How do I find him?

Harry: Peter Parker.

Doc Ock: Parker?

Harry: He takes pictures of Spider-Man for the Bugle.

NC: (as Harry) A couple for Vanity Fair. (A shot of an issue of Vanity Fair is displayed in the corner, with Spider-Man's head on the body of another man) Bottom line, they're close.

(Meanwhile, Peter sees a Bugle news report that without Spider-Man, crime in the city is rising 75%. Upon learning that news, he suddenly sees a building is on fire, with a child trapped inside, so Peter attempts to perform the heroic deed of saving the child himself)

NC (vo): Meanwhile, crime is up 75%...

NC: Okay, even everyone from the Spider-Verse couldn't make that big a difference!

NC (vo): yet another kid is trapped in a fire. Does nobody listen to Bugs Bunny fire safety?

(Cut to a clip of a PSA from Shriner's Hospital on kitchen safety, hosted by Bugs Bunny)

Bugs Bunny: You know, kids, the kitchen ain't a playground.

(Cut back to the movie as the building explodes in the fire, but Peter manages to save the kid in the nick of time)

NC (vo): Peter saves her, but finds out some more bad news.

Fireman: Some poor soul got trapped on the fourth floor.

NC: (looks offscreen) Do we have time to do another? (A voice calls out, saying "No", after which he looks back into camera, waving dismissively) You're fantastic!

(We then see Peter, who is now conflicted over whether or not he's supposed to have a normal life, having cake with his neighbor Ursula)

NC (vo; as Chef Alan): Now is time for cake!

Ursula: I got a message. (gives it to him) It's your aunt.

Peter: Thanks. (opens it)

NC: This scene honestly doesn't add a ton and can probably be cut out, but it goes against the 12th Commandment...

NC (vo): ..."Thou shalt not cut out any scene that has these two [Mr. Ditkovich and Ursula] in them."

NC: Which honestly made more sense than the 11th Commandment. (Said commandment is displayed on an image of a tombstone in the corner: "THOU SHALT NOT PUT EFFORT INTO JANUARY MOVIES")

NC (vo): Peter visits Aunt May again in the hopes that maybe she's forgiven him.

(Peter approaches May, who is about to move to a new apartment)

NC (vo; as May): Oh, hey, husband-killer. What's up?

May: Pish-posh. We needn't talk about it.

NC (vo): She, of course, forgives him, spewing a super-long-winded speech about what it means to be a hero.

May: That keeps us honest, gives us strength, makes us noble...

NC: Originally, I thought this deserved a little leeway, because I thought this was her way of saying that she knows that he's Spider-Man.

NC (vo): But in the next film, she still seems to be in the dark. So what should take a few lines to hit the mark goes on for what feels like an eternity, even with an actress this good saying it.

(Snippets of May's speech are shown)

May: Kids like Henry need a hero: courageous, self-sacrificing... / People line up for them, cheer them, scream their names. / Everybody loves a hero. Just to get a glimpse of the one who taught... / I believe there's a hero in all of us...

(As NC speaks, we are shown a scene of Peter trying to jump over a building in the hopes that his powers come back, but his attempt ends in failure, as well as the previous moments of Peter wondering if he should return as Spider-Man or continue living a normal life)

NC (vo): Honestly, this whole part of the movie starts to drag a bit. Maybe it's because we know what the characters are gonna do. He's gonna go back to being Spider-Man, she's not gonna marry "my son, the astronaut", Spider-Man's gonna fight Octavius. The pieces are said, the emotions are actually very well established, yet this drags on for 30 minutes. (Text pops up in yellow: "30 MINUTES JUST FOCUSED ON PARKER") You don't need the long speeches, you don't need him practicing again, you don't need this incredibly disturbing "Oh" face. You hit the mark fine, now you're kind of overstaying your welcome. Next, you'll say there's another "Peter dumping MJ" scene...

(There is indeed, at a coffee shop)

Peter: (to MJ) I thought I could be there for you, but I can't.

(The audience is heard groaning as NC throws up his arms in frustration)

NC (vo): The scene is at least short, as it's interrupted by Octavius finally getting the ball rolling again. Or, the car, I should say.

(Doc Ock launches a car through the window of the coffee shop. At that moment, Peter's Spidey-sense returns, then he grabs MJ and moves them both out of harm's way, while Peter has on a rather...odd expression on his face)

NC (vo): (the following word pops up, with him saying it...) DERP!

(Having landed on the ground, the car passes by overhead, just inches above them)

NC: Yes, when Harry told you to convince Peter to tell you where Spider-Man is, he meant...

NC (vo): throw a car at him and hope he has superhuman abilities to sense it and not be killed. What the hell would he have done if he didn't have those powers and didn't move out of the way?!

NC: (as Doc Ock) Peter, tell me where Spider-Man is! (beat) Or blink! (another beat) Or stop bleeding! (looks up) This was a bad idea.

(Doc Ock confronts Peter and demands him to find Spider-Man and meet him at the Westside Tower at 3:00 or Mary Jane dies, before throwing Peter away and taking Mary Jane hostage. This event fully brings back Peter's powers, as his vision is again blurred and his strength is back)

NC (vo): He kidnaps Mary Jane, because, you know, they wanted to mix things up, but Peter gets his powers back, makes an Arthur fist, and gives the coolest shot in the movie.

(Said shot is a camera panning through the city, which is reflected in Doc Ock's dark sunglasses as he stands on the edge of a clock tower)

NC (vo; as Doc Ock): Wow, my sunglasses have some 4K-quality shit going on there.

(Peter, having reclaimed his Spider-Man suit from J. Jonah, swings through the city to confront Doc Ock on the clock tower. The two fight, with Doc Ock trying to attack Spider-Man with his mechanical arms, while Spider-Man tries to swat them away)

NC: Oh, where's the incredible one-liners from the first film when you need them?

NC (vo; as Doc Ock): Your time is up, Spider-Man! (as Spider-Man) It's you whose time is up, Doc Ock – up in your mind!

(Spider-Man and Doc Ock's fight lands them on the roof of a passing elevated train. The fight leaves dipping dents in the roof, with the passengers inside ducking down as the dents in the ceiling dip. After a few more moments of Spider-Man and Doc Ock fighting on the train, the train begins moving much too fast and out of control, thanks to Doc Ock sabotaging the controls before escaping, leaving Spider-Man to try and stop the train)

NC (vo): The action takes them to easily the best scene in the movie, as they fight on a train that's out of control, and Spider-Man has to save everybody. Even if a few of these effects are a hint dated, and I do mean only a few, it's just a cool idea that they take every advantage of. I feel like everything you could do with this action sequence, they accomplish, even if it does lead to some pretty hilarious faces.

(Spider-Man takes off his mask and jumps down in front of the train. He fires out his web at some buildings' walls to block the train's path and stop it. In struggling to physically stop the train, Peter's face is greatly and hilariously strained, grunting with the effort)

NC (vo): (the following words again pop up...) DERP!

NC: It's great when your hero's action face constantly looks like he's trying to hold in a fart.

(Peter's strained expression is shown again, with the sound of a flatulence added in. The train has stopped on the very edge of a dead end. Worn out, Peter falls over, but the passengers gently take hold of him and hold him aloft)

NC (vo): In a truly touching moment, all the people on the train agree they won't reveal his secret identity, even Big Pussy and Dan Castellaneta.

Black Man: It's all right.

Boy: We won't tell nobody.

(Peter smiles at everyone)

NC: Well, great. Doesn't mean all the people who took pictures on their phones are gonna be that quiet. (Cut to a shot of a made-up Twitter account by Flash Thompson is shown, revealing that Peter Parker is in fact Spider-Man)

(Suddenly, Doc Ock appears on the train and lays Spider-Man out cold with one of his mechanical arms, much to everyone's shock. Then Doc Ock takes him to Harry at his mansion)

NC (vo): Doc Ock knocks out Spider-Man, though, and exchanges him for the tritium, allowing Harry to discover the truth.

(Harry was holding a dagger to stab Spider-Man, only to drop the dagger in shock when he discovers it's Peter)

Harry: Pete.

NC (vo; as Peter): Actually, no, I wouldn't tell Doc Ock who Spider-Man was, so he threw me in the Spider Suit.

NC: There, (holds up two fingers) I saved two subplots for movie 3, and yet somehow, there's still 19 left!

NC (vo): Peter tells Harry MJ is in danger and he needs to tell him where they are.

(Spider-Man enters Doc Ock's lair and spots a chained-up Mary Jane)

Spider-Man: (whispers) Surprise.

(Startled, MJ looks up to see him)

NC (vo; as Spider-Man): Thank God you're under this leaky pipe. For a second, I thought we weren't gonna have you drenched in a Spider-Man movie.

(Spider-Man spots Doc Ock and his nuclear reactor and leaps toward them, catching Doc Ock's arms in his webbing. But the arms, though bound, catch him and throw him around)

NC: Quick, Peter, try poetry on him!

(Spider-Man and Doc Ock fight for the third and last time, and in the end, Octavius finally regains his sanity and his control over the arms when Peter reveals his identity to him and quotes Aunt May's words to him. Since the nuclear reactor cannot be shut down, Octavius uses his arms to drown the machine into the river, but at the cost of his life. In the chaos, Peter carries Mary Jane to safety)

NC (vo): Peter literally knocks some sense into Doc Ock, and he realizes the error of his ways and tries to stop the machine from destroying the city. He sacrifices himself while Peter accidentally reveals who he is to MJ.

Peter: (to MJ) Spider-Man will always have enemies. I can't let you take that risk.

NC (vo; as Mary Jane): Well, it's good to know I'm only cheating on one person now. (normal) He drops her off as the movie shows that Harry will still have a place for Peter, though.

(Back home, Harry is revealed to be holding his dagger from earlier. Harry hears a voice calling his name)

Voice: Son.

(Harry looks around and spots...his father, Norman (played again by Willem Dafoe), in the mirror)

Norman: I'm here.

(In a rage, Harry throws his dagger at the mirror, shattering it, then goes into his father's secret lair, where he sees the Green Goblin's glider)

NC (vo): He hallucinates his father's ghost, leading him to the only thing that could possibly destroy Spider-Man... (The notes for Spider-Man 3 is shown, with a message clearly demanding the inclusion of a dance number) Sony's ideas for the sequel!

(Meanwhile, the wedding between Mary Jane and astronaut John Jameson is taking place, but MJ is looking nervous about the whole thing and finally leaves the wedding, abandoning John at the altar, and goes back to Peter instead)

NC (vo): It looks like at MJ's wedding, though, she leaves her kind fiance...again, little screen time, but he seemed nice enough...humiliated at the altar to be in a relationship based entirely on lies.

(Back at the wedding, John stands, humiliated, while J. Jonah, sitting in a pew, stares)

J. Jonah: Call Deborah. Tell her not to open the caviar.

NC (vo; as J. Jonah): My son, the astronaut, was left by my ex-daughter-in-law, the bitch.

(MJ runs through the park, past by someone who had previously appeared in The Punisher apparently)

NC (vo): After running by a very bizarre Punisher cameo...

NC: (confused) Original MCU?

NC (vo): ...Mary Jane confesses her love to Peter.

Mary Jane: I know there will be risks, but I want to face them with you.

NC: (as MJ) I mean, people kidnap me over and over even when I wasn't with you, so...might as well have the sex.

(After they kiss, they hear police sirens, and Mary Jane encourages Peter to go help as Spider-Man. As Spider-Man joyfully swings to the rescue, Mary Jane watches from his apartment, looking slightly nervous at whatever will occur in their relationship)

NC (vo): Peter is finally given a happy ending, as he swings by copters from I think The Playmobil Movie, and a look of dread looms over Mary Jane's face.

NC: Don't worry, great things are on the horizon for you. (A shot of a distressed-looking MJ in the third movie to come is shown in the corner) It's an appropriate look.

(Footage of the movie is shown again as NC provides his final thoughts)

NC (vo): So that was Spider-Man 2. Is it corny and hokey like the first one? Sure. But I feel like people expect, even prefer that by this point. On top of that, even if this style isn't your thing, there's still a lot of amazing elements in it. The effects surprisingly hold up pretty well, and even when they don't, they're super-energized, it really takes time to show the little things that might impact a superhero's life that superhero movies really didn't do back then, and despite a few hiccups, it really feels like it has a unique voice, both comedically and dramatically. I like that it can balance quiet, heartfelt moments with really zany, over-the-top antics in a way that's odd, but also engaging. The world and characters feel more fleshed out, but in a way that advances the style rather than takes away from it. Sure, a few things don't hold up, but I find more elements that get better with time than I do elements that date it. So swing on in and take a look at the best of Raimi's Spider-Man films.

NC: Right before we swing in and look at his... (pauses awkwardly) not...those things I just said. I'm the Nostalgia Critic, and get your dancing shoes ready.

(NC imitates Peter Parker's infamous swaggering strut in the third movie to come and then gets up and leaves, still dancing)

Channel Awesome taglineFireman: Some poor soul got trapped on the fourth floor.

(The credits roll)