A special camera system was constructed called the Spydercam which allowed filming to create the effect of dropping 50 stories and of high speed swooping scenes. The system had actually been invented for the first film but had only been used for the final shot.
Doc Ock's upper tentacles were each made up of 76 individual pieces.
The hospital attack sequence took months for Sam Raimi and his storyboard artists to devise. It was the first part of principle photography to be shot.
shot on over 100 sets and locations.
Each one of Doc Ock's tentacles are controlled by four people, who rehearsed each scene with Alfred Molina to get a more natural sense of movement. The sound designers chose not to use servo sound effects, to complete the illusion that the tentacles are a part of Doc Ock's body.
Putting knives inside Doc Ock's tentacles was of Sam Raimi's idea, and never featured in the comics. Raimi nicknamed it 'the death knife'.
All visual effects shots were completed in 16 weeks.
Gwen Stacey, one of Peter's girlfriends in the comic-book, is supposed to be one of the students in Peter's class. We later meet her in Spider-Man 3.
Michael Chabon's proposed script had several major changes from the final product which would have better explained certain plot points. Peter is still living with Harry, and doesn't move into his own place until halfway through the film, while Doc Ock is roughly the same age as Peter, and wants to go on a date with Mary Jane. Meanwhile, Peter losing his powers is not caused by a lack of confidence, but by Ock giving him an inhibitor chip that slowly drains his powers out.
Sam Raimi wanted the movie to be set in an "idealized" New York City, including elevated trains. The scenes featuring fighting on the exterior of a commuter train amidst a crowd of skyscrapers were filmed in Chicago, Illinois, on the famous elevated Loop standing in for what most likely is the IRT Ninth Avenue Line (torn down in 1940, with routes transferred to underground subway lines). Chicago 'L' trains, in particular, 2200 series cars (recognizable by their blinker type doors), were made up to appear as R-train cars, complete with MTA New York City Subway decals and "Bay Ridge" on their destination boards, even though the shots of the buildings are those of Lexington Avenue - including the balcony bridge that connects parts of Hunter College - which are on the Upper East Side, which is serviced by the IRT Lexington Avenue Line (4, 5, and 6 trains).
Composer Christopher Young was called in at the very last minute to re-score this movie.
One of the headstones in the background of the graveyard scene contains the name of Production Designer Neil Spisak.
David Duchovny and Liev Schreiber were both considered for the part of Doctor Octopus.
The el train sequence alone required over 100 visual effects.
The full-scale interior of Doc Ock's pier lab was built at Sony's stage 30, which is called the "Esther Williams" stage because it contains the water tank used for so many of Williams' films. For this film, after the set was constructed, the tank was filled to a level of four feet deep, which was visible in many shots as the river water beneath the rotting floorboards.
Doc Ock's pier lab is supposed to be an old building that is slowly sinking into the river (exterior shots show that one end is already partially collapsed). For the interior set, the floor and ceiling were tilted at skewed angles to each other - which is extremely unusual and difficult to construct safely.
For the Chicago Loop fight between Spider-Man and Doc Ock, the production actually bought a train carriage from the Chicago authorities.
Production designer Neil Spisak and his art department had to dress more than 100 sets and locations for the film.
For the hospital scene, the production crew had to build tentacles that were 13 feet long. When looking at the finished scene, the designers couldn't tell what was CGI and what was puppetry. The combined effects were so seamless to the naked eye. The designers were especially proud that the tentacles and what they looked like weren't leaked to the press before the film came out. It was all the more surprising to the audience. The tentacles were also expensive and in short supply, so security on the set was tight to prevent any from being stolen.
In the script, the planetarium party Jameson's hosting is to raise money for the new library of science.
Another one of Spidey's trademarks in the comic book is his homemade tracking device he can pin on people, and although it's mentioned in the script, it has yet to appear in any of the films.
An additional fight scene between Spider-Man and Doctor Octopus on a collapsing water tower was storyboarded but never used in the finished film.
Phil LaMarr auditioned to play the elevator passenger. Hal Sparks got the role and LaMarr settled for an uncredited appearance as a train passenger.
Sam Raimi originally wanted the main stunt co-ordinator to be Siu-Tung Ching, who was uncredited on Spider-Man (2002). Sam couldn't hire him because he was working with Steven Seagal on Belly of the Beast (2003). To compensate, Sam hired Dion Lam (who was Ching's assistant on many of his Hong Kong movies).
According to an interview with Kirsten Dunst, early storyline included the Black Cat as a major character. This is confirmed on the 2-disc DVD commentaries.
According to DP Bill Pope, even though the film primarily uses Super 35, 16 large format cameras were brought in to shoot the exterior of the subway train scene. To cover every angle of the train, all six Panavision Super 65mm cameras were brought in and used for the first time since Far and Away (1992) together with an 8-perf Iwerks camera, four Arri 435 cameras and 8 VistaVision cameras, with an array of three joined up to create a large dimension view.
Jerry O'Connell auditioned to play John Jameson.
The moped Peter Parker rides throughout the movie is a Puch Newport. During driving scenes it has an aftermarket exhaust; while parked its exhaust is stock.
Mr Ditkovich's line "If promises were crackers my daughter would be fat" was originally "If promises were crackers I'd be fat."
Weston Epp, Jopaul Van Epp: The two boys who hand Spider-Man his mask on the train are Tobey Maguire's half-brothers.
Hal Sparks: The man who meets Spider-Man inside the elevator (and compliments him on his Spidey outfit) is "Michael Novotny" from Queer as Folk (2000), a gay man obsessed with comics and superheroes, who'd always dreamed of meeting one on the show. An alternative version of this scene was used in the Spider-Man 2.1 cut of the film.
Phil LaMarr: a passenger on the elevated subway train.
Sam Raimi: near the beginning of the movie, when Peter is on campus, he drops his books. When he bends down to retrieve them, he is hit in the head by two backpacks. Raimi, whose face is not seen, is the second "student" to hit him.
According to the novelization:
when Spider-Man shows up at Doctor Octavius' failed experiment, Harry assumes he's the reason why it failed.
Doc Ock thinks he's helping Aunt May by giving her a quick death, rather than a slow one of old age.
the arms speak to Doctor Octopus. They even regard him as a father, something omitted from the film. The closest it ever gets to that in the movie is when Doc Ock says he hears voices inside his head. They also say things like Spidey interfered in his experiment because he was jealous of Otto's success.
Uncle Ben appears to Peter frequently, rather than a single dream sequence in the movie.
when Doc Ock tries to rob the bank and Peter abandons Aunt May, she assumes that the reason he runs away is to call the police, rather than out of cowardice.
the lift scene initially had Spider-Man sharing it with a whole crowd of people, and not just one person. When Peter tells the man he made the suit himself, the novelization tells us he got it from the brother of The Flying Dutchman, the rival wrestler of Bone-Saw, who Peter fought in the first film. He offered his services after Peter beat up Bone-Saw.
the police couldn't confirm Uncle Ben's murderer because there were no eyewitnesses. Peter couldn't come forward because of his involvement.
in the opening scene, when Peter is late for his pizza delivery job because of a disturbance, we learn that the disturbance came from a man on a construction site nearly crushed by a falling girder.
Mary-Jane met John Jameson at Enriques, the diner MJ worked at in the first film. A trucker pinched her bottom and she dumped a plate of spaghetti in his lap. When Enrique demanded she apologise, she was thinking of caving in when John stepped in. His car battery had died, and he was waiting for a tow-truck. He pretended to be an FBI agent causing Enrique to back down, and MJ quit her job. They started seeing each other not long after.
Mary-Jane's parents have split up since the first film. Apparently Mr. Watson has changed slightly since the divorce.
MJ's line "You can't get off if you never got on" sounded suggestive in her mind.
When Peter goes to see a doctor, it's at the university's student health services department. His name is Dr Wally Davis, and he's more emotional in the book. He even sees a therapist.
Instead of stealing the money to fund his experiment, Doctor Octopus broke into classified government installations for what he needed. They couldn't risk exposure so they couldn't argue. The tentacles also tapped into an illegal power hookup.
Peter muses that all the women in his life wind up dangling from a ledge sometime. E.g. Aunt May taken hostage by Doc Ock, Mary-Jane during the Green Goblin's attack on Times Square. It also bothers Peter that he always photographs MJ with other men. In the case of John more so, because he hasn't done half of the heroic things Peter has done, and he's still celebrated as a hero. While Spider-Man is demonized by the press.
Although Jameson is ecstatic that Spider-Man has given up, in the novelization he's secretly not that happy about it, because Spider-Man sells more editions of the Daily Bugle than any other celebrity, and now that he's gone, sales figures for the Bugle have gone into a tailspin.
When Peter goes to get his suit back, he was secretly listening to Jameson's eulogy before he took it. Apparently, Jameson had it dry-cleaned so it felt better than ever.
Apparently when Peter was a young boy, he distrusted his Aunt May after his mother died. But in the reconciliation scene, he begins to wonder if May knows his secret. In that same scene, because he moves a desk with ease, that's what prompts him to try and jump the gap between two buildings, thinking his powers have returned. He doesn't fall on a car though.
Aunt May begins to blame herself for Uncle Ben's death in the film, but in the novelization, Peter wonders is it because Ben is haunting her as well, especially now he's given up Spider-Man. When he confesses his part in Uncle Ben's death, May tells him to leave instead of just getting up and going to her room in silence as she does in the film.
Mary-Jane Watson is performing in Oscar Wilde's "The Importance of Being Earnest" as the ingénue Cecily Cardew. Not only does Wilde's comedy also concern men with double identities (like Peter Parker), but Cecily Cardew is unaware of their purposeful deception until the end of the second act of the three-act play (much like Mary-Jane is unaware of Peter's duality until the end of the second movie in the trilogy).
In the script:
Doc Ock tapped Peter's phone lines. That was how he knew he'd find him at a café with Mary-Jane.
The scene with the burning building was a lot shorter.
Harry wonders if Quest, Oscorp's biggest rival, hired Spider-Man to discredit his company.
Betty Brant ensures the bum is paid more for the Spidey suit than Jameson was willing to shell out. In a scene omitted from the film, the night staff at the Bugle say that Jameson wears the suit, striking mock heroic poses when he thought no-one was watching. He even walked onto his desk, sticking paper clips to a lamp like it were webbing. Also, the DA's office want the suit to verify it's the real thing, but Jameson won't hear of it.
The plot of the movie, involving Peter Parker quitting crime-fighting, is largely inspired by The Amazing Spider-Man #50, "Spider-Man No More". The shot of Peter dumping his Spider-Man costume in an alley trash can is identical to a famous panel from that issue. As in the film, the outfit is found and brought to J Jonah Jameson, then reclaimed by Spider-Man who leaves a note like the one in the movie.
All Daily Bugle newspapers are chronologically and correctly dated to follow the movie's plot each day. One of the earlier papers has a headline that reads, "MTA Insider Concerned Over Aging El Train Safety," making a reference to the eventual Spidey/Doc Ock fight aboard the El near the end of the week, at the movie's climax.
It was Neil Spisak's idea to use a collapsed pier as Doc Ock's lair to reflect a warped version of Dr. Octavius's old lab and express how his life had collapsed and grown more monstrous, evoking Fritz Lang's work and the film The Cabinet of Dr. Caligari (1920). The set was 60*120 feet long and 40 feet high, and took 15 weeks to build. A quarter-scale miniature was built for its collapse.
According to the novelization:
MJ's understudy is playing her part now, and better too MJ suspects. She imagines she'll get replaced, which came to pass in Spider-Man 3 (2007).
Harry uses a knife to kill Spider-Man, because it isn't traceable like a gun. It belonged to his father. When he unmasks Spider-Man, Harry wondered if Doctor Octopus was trying to fool him by bringing Peter instead. He also hopes that if Doc Ock succeeds with his experiment, the tritium explosion will destroy the half of the city that he's in.
Mary-Jane is shocked Harry would want to kill Spider-Man.
Doc Ock bound Spider-Man with wire from the train yard. When he brings him to Harry Osborn's, he cracked open the safe himself.
In the novelization, Doc Ock blamed Spidey for Rosie's death.
Doc Ock doesn't throw any passengers at Spider-Man during the fight on top of the train.
The reason why the railway runs out of track is because the city was building an overpass above the train yard, but the money ran out and so it was never finished. Also, the engineer Donald O'Shea was about to retire. The way the scene played out in the book, Spidey uncoupled the passenger cart from the engine. He's not pulled as tight and at the end of it, one of the passengers removes his mask thinking they can cash in on him, much to the anger of the driver. One of the passengers had been one of the protesters who pelted the Green Goblin back in the first Spider-Man (2002) film. Spider-Man never regained consciousness throughout all this.
In the novelization, what kills Doctor Octopus is when he drowns his experiment, it super-heats the water, broiling him alive. He also goes blind by staring into the eye of the ball of energy without his protective goggles. The tentacles claimed to be afraid that the end had come for them.
The car that Doc Ock throws at the deli is a 2004 Saturn Ion Quad coupe. Saturn provided four for production, of which three were used, being hurled 30 yards into the building. Director Sam Raimi was reportedly very impressed with the vehicle's durability.
In the original script, a man called Jack Albright kidnaps Otto Octavius in a giant robot. He gets saved by Spider-Man. Albright wanted to know more about Otto's experiments. He later set himself on fire with incendiary cigarettes and fell to his death off a ledge.