Peter suffers an emotional breakdown over his inability to balance his life and loses his powers. Jonah Jameson, while Harry devastated and embarassed over losing millions of dollars following Otto's failed experiment, ends up further straining his relationship with Peter. Mary Jane finds success as a Broadway actress and becomes engaged to astronaut John Jameson, the son of Bugle editor J. The Daily Bugle subsequently dubs the scientist Doctor Octopus. Peter rescues her, but Octavius flees with the stolen money. Peter and May coincidentally are there, and Octavius takes May hostage. He robs a bank to fund a second experiment. Becoming increasingly influenced by the arms' AI, he decides to re-try his experiment. Upon regaining consciousness and seeing the carnage, Octavius escapes and takes refuge at a harbor. At a hospital, doctors prepare to surgically remove Octavius' harness however, without the inhibitor chip, the now-sentient arms defend themselves by attacking and killing the staff. Peter, as Spider-Man, shuts the experiment down, destroying it in the process. Octavius refuses to shut down the reactor despite the increasing instability and it goes critical, killing his wife Rosalie, fusing the harness to his spine, and burning the inhibitor chip blocking the arms from his nervous system. During a public demonstration that Peter and Harry attend, a power spike causes the fusion reactor to destabilize.

While handling hazardous materials, Octavius wears a harness of powerful robotic tentacle arms with artificial intelligence. 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 and mentors Peter after Harry introduces him. He also finds himself suffering temporary, but recurring losses of his powers, often in life-threatening situations. Peter Parker finds himself struggling to balance his civilian life with his superhero life as Spider-Man: he faces employment, financial, and academic trouble, is estranged from both his love interest Mary Jane Watson, who continues to pine for him and his best friend Harry Osborn, who blames Spider-Man for his father Norman Osborn's death and discovers that his Aunt May is facing eviction. Considered one of the best and most influential superhero films of all time, its success led to Spider-Man 3 (2007).

The film won Best Visual Effects at the 77th Academy Awards, and was also nominated for Best Sound Mixing and Best Sound Editing furthermore, it received five awards at the Saturn Awards, including Best Fantasy Film and Best Director for Raimi. It received widespread critical acclaim, with praise directed towards the emotional weight, visual effects as well as Maguire and Molina's performances and grossed $789 million worldwide, making it the third-highest-grossing film of the year. Spider-Man 2 was released in both conventional and IMAX theaters on June 30, 2004. Reshoots took place later that year and concluded in December. Raimi's inspiration for the film came from the comic book debut of Doctor Octopus in 1964, the 1966 story arc If This Be My Destiny.!, and the 1967 story arc Spider-Man No More! Principal photography began in April 2003 in New York City and also took place in Los Angeles.

Spider-Man must stop him from recreating the dangerous experiment, while dealing with a subconscious desire to stop being Spider-Man that is stripping him of his powers.

Otto Octavius becomes a diabolical villain after a failed experiment kills his wife and leaves him neurologically fused to mechanical tentacles. Meanwhile scientist and Peter's mentor Dr. Set two years after the events of Spider-Man, the film finds Peter Parker struggling to manage both his personal life and his duties as Spider-Man, which affects his civilian life dramatically. Based on the fictional Marvel Comics character of the same name, it is the second installment in the Spider-Man trilogy and the sequel to Spider-Man (2002), starring Tobey Maguire alongside Kirsten Dunst, James Franco, Alfred Molina, Rosemary Harris, and Donna Murphy. Spider-Man 2 is a 2004 American superhero film directed by Sam Raimi and written by Alvin Sargent from a story by Alfred Gough, Miles Millar and Michael Chabon.

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