Set two years after the events of Spider-Man, the film focuses on Peter Parker struggling to manage both his personal life and his duties as Spider-Man. Dr. Otto Octavius (Alfred Molina), who takes a turn for the diabolical following a failed experiment and the death of his wife. Using his mechanical tentacles, Octavius is dubbed "Doctor Octopus" and threatens to endanger the lives of the people of New York City. Spider-Man must stop him from annihilating the city.
Spider-Man: (addressing two kids he saved from getting hit by a truck) Hey, you guys. No playing in the streets.
Boy Saved by Spider-Man, Girl Saved by Spider-Man: Yes, Mr. Spider-Man.
Spider-Man: See ya!
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?
Spider-Man: Where is she?
Dr. Otto Octavius: Oh, she'll be just fine. Let's talk.
(Man steps into elevator. Spider-Man is in the elevator)
Elevator Passenger: Cool Spidey outfit.
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.
Dr. Otto Octavius: (grabs Spider-Man in the bank) You're getting on my nerves.
Spider-Man: I have a knack for that.
Dr. Otto Octavius: Not anymore.
(tossing a bag of coins back at Dr. Otto Octavius)
Spider-Man: Here's your change!