Spider-Man was a colossal moment in superhero cinema, reorienting the genre toward the massive blockbuster machine that it is today. Spider-Man 2, stunningly, was equally important. While its first entry crystalized the superhero origin story, Spider-Man 2 perfected the superhero sequel. Spider-Man 2’s success is shocking when one looks at the path its screenplay took to get to a final draft. Director Sam Raimi cherry-picked three distinct screenplays from four different screenwriters to Frankenstein together a narrative he was happy with. We’ve got our hands on Michael Chabon’s draft, and in this analysis, we’ll look at why Raimi took what he did from it and why he left other things on the cutting room floor. 

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Spider-Man 2 Script PDF Download

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Spider Man Script Teardown Alfred Gough and Miles Millar Headshot
Spider Man Script Teardown Michael Chabon Headshot
Spider Man Script Teardown Alvin Sargent Headshot


Story by Alfred Gough, Miles Millar, Michael Chabon

Screenplay by Alvin Sargent

These are the final credited writers, and the script we are covering below was written by Chabon.

Alfred Gough and Miles Millar are a screenwriting and producing team whose films include Shanghai Noon, Herbie: Fully Loaded, and Lethal Weapon 4. They were also the showrunners for Smallville.

Michael Chabon is a screenwriter and novelist. His novel The Amazing Adventures of Kavalier & Clay won the Pulitzer Prize in 2001.

Alvin Sargent is an Academy Award-winning screenwriter, landing awards for Julia and Ordinary People. He’s also written Paper Moon, White Palace, Spider-Man 3, and The Amazing Spider-Man.



Here is the Spider Man 2 summary:


Peter Parker is spread thin– trying to get money wherever he can while also attending college, all on top of, y’know, being Spider-Man. Difficult.

Inciting Incident

Pete meets his idol, the scientist Otto Octavius. They hit it off.

Plot Point One

Conducting his usual Spidey activities, Pete’s powers momentarily disappear. He’s not sure why.

Rising Action

Otto Octavius’s experiment goes horribly wrong, killing his wife and seering his mechanical arms onto his back. He becomes a villain, and he and Spider-Man have a battle in which Aunt May is hostage.


At a gala for which he’s a photographer, Peter tries to apologize to MJ for missing her show. She won’t have it, and accepts the marriage proposal of John Jameson. Peter is devastated, and subsequently loses his Spidey powers even further. He decides to give up being Spider-Man.

Plot Point Two

After Pete puts back on his costume for the greater good, he stops a train derailment caused by Doc Ock, but Ock captures him and delivers him to Harry.

Build Up

Harry takes off Spider-Man’s mask and is stunned to see Peter. Pete convinces him to let him go, so that he can stop Doc Ock from destroying the entire city.


A final showdown between Doc Ock and Spider-Man. MJ, who is being held captive, sees Spidey’s true identity. Doc Ock, coming to his senses, decides to sacrifice himself while destroying his machine. 


Mary Jane is a runaway bride, and meets Peter at his apartment. They kiss, and when the sound of sirens carries into the room, MJ encourages him to go save the day.

Spider Man 2 Quotes

Spider-Man 2’s Explicit Themes

Spider-Man 2 has a clear purpose from its first frame, and this is because of its firm grasp on the themes that populate its story.

Perhaps the most dominant theme in the Spider-Man 2 script is dependability: what it means, why it’s important, and how to achieve it. In Michael Chabon’s draft, this idea is forefronted in one of his opening scenes.

Let’s take a look at how this scene, which we imported into StudioBinder’s screenwriting software, looks on the page.

Click on the image to read it in its entirety.

Spider-Man 2 Script PDF  •  Spider-Man 2 synopsis

Mr. Aziz’s opening line encapsulates the struggle that Peter will face the entirety of the film: “You are a nice young man, Pete, but you are not dependable.” Everyone, from Mary Jane to Peter’s professor Dr. Connors, knows Pete means well, but their patience is strained.

And as we can see in the rest of the sequence, Peter is trying as hard as he can not to let anyone down. But he inevitably does, and Mr. Aziz’s reprimanding is almost identical to what Peter will hear from Mary Jane later in the film: “I know a promise means nothing to you, but to me it is serious.”

Thus, within the first five minutes of the movie, we know exactly what Peter’s character arc will contain: a struggle for priorities, a struggle to be dependent.

This opening sequence doesn’t just establish theme; it also delivers on the tone and style that was so beloved in the first Spider-Man. It’s funny, quick, and shows us some satisfying Spider-Man swinging shots. 

Here's how it turned out, arguably one of the all-time great opening scenes:

Spider Man 2 characters  •  Spider Man 2 script PDF

It’s a perfect self-contained opener, with its own beginning, middle and end, and a clear set of stakes and goals. It should be noted, too, that the film opens on the face of Mary Jane (a decision not indicated in Chabon’s script), a great addition to further set up the film: Peter’s still obsessed with her, and now some time has passed and she’s achieved success. 

This clarity in theme and purpose wouldn’t have been achieved had Chabon obfuscated Mr. Aziz’s lines. Instead, he’s direct and to the point: “You are not dependable.”

The bluntness of the Spider-Man 2 script’s dialogue carries over into some of its most memorable lines. A list of some famous Spider-Man 2 quotes:

  • “He knows a hero when he sees one. Too few characters out there, flying around like that, saving old girls like me. And Lord knows, kids like Henry need a hero. Courageous, self-sacrificing people. Setting examples for all of us. Everybody loves a hero. People line up for them, cheer them, scream their names. And years later, they'll tell how they stood in the rain for hours just to get a glimpse of the one who taught them how to hold on a second longer. I believe there's a hero in all of us, that keeps us honest, gives us strength, makes us noble, and finally allows us to die with pride, even though sometimes we have to be steady, and give up the thing we want the most. Even our dreams.” - Aunt May

  • “Go get ‘em, tiger.” - Mary Jane

  • “Love should never be a secret. If you keep something as complicated as love stored up inside, it could make you sick.” - Otto Octavius

  • “Whoa… He just stole that guy’s pizza!” - Onlooker

Spider-Man 2 Script Takeaway #2

Beloved Spider-Man 2 Characters

Arguably one of the most iconic recurring characters in the Spider-Man universe is J. Jonah Jameson. His whirlwind persona played against the understated Peter Parker is a dynamic that hits every time.

Jameson is also indicative of just how funny this Spider-Man 2 screenplay is. It’s not the type of lazy humor that we’ve grown accustomed to in action franchises (the stammering nervous sidekick or the meta “so that just happened”), it’s humor that would stand out even in a comedy film.

Let’s take a look at Chabon’s first scene with Jameson, which was left essentially unchanged in the final version of the film:

Spider Man 2 Screenplay PDF

This is a scene packed to the gills with jokes– there’s even visual gags, like “a fantastic shot of Spider-Man saving a nun from an oncoming meat truck.” (Unfortunately, this wasn’t used).

But this isn’t comedy for comedy’s sake. This scene tells us key foundational information: Peter’s spread too thin, he’s running out of money, and the public is turning on Spider-Man. All of these elements are throughlines in the film.

Spider Man Script PDF Download The cackling J Jonah Jameson Spider man screenplay

The cackling J. Jonah Jameson  •  Spider-man 2 screenplay

The most significant change to this scene is not within it, but rather its placement within the film. Chabon had this as the opening scene, but by the final shooting draft, it had been moved back to after the pizza ordeal.

It’s a good call for a few reasons. First, the pizza scene is far more visually interesting than the Bugle – we get to see Spider-Man soar through New York on a mission. Second, having Peter get fired from his pizza job first adds to his desperation in front of Jonah. He can’t say no to $500, even if it means selling his soul.

Spider-Man 2 Screenplay

Changes to the Spider-Man 2 Script

After about 30 pages into Michael Chabon’s draft, the script and the final film diverge: Otto Octavius is an entirely different character, and Peter’s relationship with Harry takes more of a front seat.

It’s impossible to say why exactly Raimi and the producers of Spider-Man 2 threw out the rest of Chabon’s script. Taken at face value, there’s nothing inherently wrong with it, and it would have likely made a pretty good film.

Therefore, it’s more instructive to take a look at scenes which did remain, though in a significantly altered state. This way, we can see more directly what was changed and why.

One such scene is when Peter tells Aunt May the truth about Uncle Ben’s death. Read through Chabon’s version of the conversation:

Spider Man 2 ending  •  Spider Man 2 movie script

Beyond the overall structure of the conversation, little is left of this original dialogue. Take a look at the scene in its finality:

Spider man 2 screenplay PDF  •  What is Spider Man 2 about?

Perhaps the most important change here is in Aunt May’s reaction. In Chabon’s version, she is almost wrathful. In the final, she is subdued– hurt and angry, maybe, but calm, nonverbal. Why would Raimi and the rest of the team opt for the latter reaction?

The answer lies in the bedrock of Aunt May’s character. She is someone who always does the right thing and is the closest thing Peter has to a mother. To have her blow up after learning about Peter’s mistake would be antithetical to who we understand her to be. 

Peter didn’t really do that much wrong: he lied, yes, but how was he to know the robber would leave and kill Uncle Ben? If Aunt May yells at him to leave, it would run the risk of striking the audience as harsh and overly vitriolic, two things we don’t want to associate with May.

Instead, this quiet moment allows her to keep her saintly composure, while also displaying her disappointment in Peter. This reaction is ambiguous, as we’re not exactly sure what she’s feeling, just like Peter. It’s far more interesting than straight-ahead anger.

So while Chabon’s script certainly works, the later edits seem to mostly be for the best. It should be noted that the strategy taken to reach the final draft of the Spider-Man 2 script was a gamble: combining three different scripts into one isn’t always a great idea. Just look at Spider-Man 3.


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Spider-Man 2 is one of the most successful sequels of all time, and it took an army of screenwriters to make it. If you want to continue reading screenplays, we have similar titles like Avengers Endgame, The Dark Knight, and The Dark Knight Rises in our screenplay database. Browse and download PDFs for all of our scripts as you read, write and practice your craft to become the next great screenwriter.

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