In Spider-Man 2, Dr. Otto Octavius (Alfred Molina) dreams of creating a machine to produce renewable nuclear fusion energy for the world. The dream turns to a nightmare when the machine malfunctions, fusing multi-tentacled arms to his body and transforming Octavius into a sinister villain bent on destruction.

Meanwhile, a discouraged Peter Parker (Tobey Maguire) has hung up his Spider-Man custume after heroism has left him broke, failing in school, and without Mary Jane (Kirsten Dunst), the woman he loves.

In the climactic scene, Doc Ock kidnaps Mary Jane and Peter re-emerges as Spider-Man in order to save her. Spider-Man struggles with Doc Ock in intense hand-to-hand combat, while in the background the nuclear reactor spins out of control. The reactor emits a brilliant light as it sucks in debris, cars, buildings, and jeopardizes Mary Jane.

Over the sound of rushing wind and crushing metal, Spider-Man begs Doc Ock to shut down his deadly invention. Doc grabs Spider-Man by the throat with one of his tentacled arms and says, “No!”

Struggling to speak, the super hero reminds Doc Ock of his original dream. Speaking from experience, Spider-Man pleads, "Sometimes to do what is right, we have to be steady and give up the thing we want the most, even our dreams."

His words strike a chord, and Doc Ock disconnects the exploding experiment and drags it to a watery grave, giving up his life for what is right.

Elapsed Time: 01:48:00 to 01:49:30

Content: Rated PG-13 for stylized violence