- Spider-Man: [closing narration] This should be a happy ending. I beat the villain, brought a family back together, and got the girl. But it's not that easy. Being Spider-Man always comes with a price, and today that price was a steep one. What keeps me going are Uncle Ben's words: with great power comes great responsibility. In the end, people need heroes. As tough as it gets sometimes, I have to fight on. And the best way to honor the people I love is to never stop being... your friendly neighborhood Spider-Man!
- Mary Jane Watson: [during the MJ Scare Ride] Peter Parker, this isn't funny!
- Spider-Man: [corrupted by the Symbiote] Do you have to complain about every little thing I do?
- Mary Jane Watson: I'm getting dizzy. I think I'm gonna be sick.
- Spider-Man: [after curing the Lizards] Let's not do that again.
- Dr. Connors: I'm so sorry, Spider-Man, for all of this.
- Spider-Man: It's OK, Doc. You're a good man. I wish good intentions were all it took. See you around, Doc, be well.
- Spider-Man: [opening narrative] Just another day in the life of your friendly neighborhood, Spider-Man. Lately things have been going my way. I got the girl, and New York finally likes me-not that there aren't problems. Like this new guy, Eddie Brock, at the Daily Bugle. He's really starting to get on my nerves. And Harry, my best friend, won't talk to me. On top of that, new gangs have moved in and they're dividing up the city. Still, it's nothing I can't handle. One weird thing: There haven't been any big supervillains around since Doc Ock. I have this bad feeling like, the sky is going to fall or something - and soon.
- Peter Parker: Harry, please, I didn't kill your dad!
- New Goblin: Shut up! I don't want to hear any more of your lies!
- Peter Parker: Man, these guys are dumber than a sack of hammers. How do they expect to debate a politician if they didn't steal a teleprompter?
- Kraven The Hunter: [after drinking an invisibility potion] Come, dark shadows, embrace me!
- Spider-Man: [sarcastically] That's right, turning invisible so I can't see you. That's the only way you'll ever be able to beat me.
- Spider-Man: [snatching a hostage] Hang on, it's going to be a bumpy ride!
- Spider-Man: [after crashing out the window and nearly falling] Thanks for flying Air Spidey.
- J. Jonah Jameson: Parker! Get your feet off of my desk!
- Peter Parker: Hmm... what's the magic word?
- J. Jonah Jameson: *Now*!
- Peter Parker: I was think please but, whateva.
- The Narrator: [while Spider-Man fights Arsenic Candy girls in a church] Hey tall, dark, and scary. That groom is looking a little shaky, I think it'd be wise to move him to a safer place.
- Dr. Connors: [recording his experiment on a video] Dr. Curt Connors. Time is 8:47 PM. Ahem. Well, my regeneration serum is finally ready to test on a human - and what better guinea pig then myself. I-I know there are risks, but I can't allow a twist of fate to undo the natural order when science can correct it. If the unthinkable happens, please see that my wife and son get this letter.
- Dr. Connors: [injects serum through a syringe] Ow! Stings more than I expected.
- Dr. Connors: I feel... something... happening.
- [screams]
- Flint Marko: Penny!
- Venom: He took your little girl... and he killed her!
- Spider-Man: Little girl?
- Flint Marko: [after turning giant] Give me my daughter!
- Flint Marko: [sitting on a bench, Brock walks up] Leave me alone, pal. I'm thinking.
- Eddie Brock: Bet I can guess what's on your mind, though- what we're going to do about that damn spider. What if I told you, I got the answer?
- Flint Marko: Yeah, wise guy, what's that?
- Eddie Brock: You're gonna help me kill him.
- Flint Marko: [alarmed] Hey! Nobody said anything about killing. I just want him out of the way for a while, but that's all. So you can count me out freak.
- Eddie Brock: I wasn't offering you a choice.
- Venom: [Sandman punches at Eddie who backflips and turns into Venom] Ah - whoa - let's watch your temper here, there's children present.
- Flint Marko: [Venom slams on tree trunk revealing a webbed-up Penny Marko] PENNY!
- Penny Marko: Daddy, I'm scared! Help me!
- Venom: How sweet, just like in the movies.
- Flint Marko: What do you want from me, freak?
- Venom: [evil laughter] Freak, I'm the freak? Have you looked in the mirror lately?
- [Marko weakly crumbles to his knees]
- Venom: Now let's talk about how we're going to destroy the spider.
- Spider-Man: Hey Scorpion, you may just be the tool I've been looking for... wait, that came out wrong
- Venom: Like looking into a mirror isn't it, Pete? Only I'm bigger, better.
- Spider-Man: I think I should sue you for character infringement and win.
- Spider-Man: [fighting Giant Sandman] My what big... everything you have, grandma!
- Flint Marko: Who's the spider and who's the fly now?
- Spider-Man: Harry, what are you doing here?
- New Goblin: I realised you didn't kill my father. The darkness that consumed him almost finished me too, but you never turned away from me, even after everything I did.
- Kraven The Hunter: You won't be laughing when I rip out your heart!
- Spider-Man: Huh, well how bout I meet you half way and knee you in the groin?
- Scorpion: Look at this! I took off all that armor but I'm still a freak! I'll kill her for what she did to me!
- Spider-Man: Whoa, big fella. You do that and any chance of a normal life is history.
- Scorpion: Ah! You're right. So what do we do?
- Spider-Man: We'll make sure she sets things right with you and that she never does it to anyone again.
- Dr. Connors: [having a nightmare] No... no... no!
- Dr. Connors: [wakes up] Who? Spider-Man?
- Spider-Man: Easy, Doc. I need your help. Some of your lizards are still on the loose.
- Dr. Connors: Oh, dear God. Not more. What did I do?
- Spider-Man: Take the guilt ship later. You have to help me find a way to reverse the effects.
- Dr. Connors: Yes, yes, of course. If you can get me a sample of the regeneration serum from my lab, I can engineer an antidote.
- Spider-Man: Your lab at the university?
- Dr. Connors: No... the Lizard... *I* had another lab down in the sewer.
- Spider-Man: I'll get the serum, be ready.
- Dr. Connors: When you have it, meet me at the university lab. I will set things right again.
- Detective DeWolfe: [to Spidey] Let's get one thing straight: I don't like vigilantes. So you and I - are not on the same team.
- Wilson Fisk: [through a speakerphone] You have nerve to come here, Spider-Man. I'll give you that. Come up and let's talk, shall we?
- Wilson Fisk: [after Spider-Man breaks Fisk's expensive doors] That was uncalled for, Spider-Man.
- Spider-Man: I'm taking you and your whole crime empire out, Fisk.
- Wilson Fisk: Is that so? What a shame.
- [hurls table at him]
- Peter Parker: [to the lizards] This antidote should make you normal again - except that you'll be lying naked in the sewers.
- Carlyle the Mad Bomber: [on the telephone] Hello, Jonah. This city is going to pay for what for what it did to me and by tomorrow morning it will burn!
- J. Jonah Jameson: What? Who is this? And how did you get my direct line?
- Lizard: I will feed what's left of you to my brothers.
- Spider-Man: That's no good. I'm really... stringy.
- J. Jonah Jameson: Do you think I can't tell the difference between this and the real thing? I said I want pictures of giant lizards, not some man in a costume!
- Morbius: [to Dr. Connors] Curt Connors. Something came over me. I can't explain...
- Dr. Connors: Don't worry. I understand. Better than you know.
- Spider-Man: We both do.
- Spider-Man: [about Morbius] Either this guy's a real vampire or the best method actor I've ever seen.
- The Narrator: [after upgrading to the 5-hit melee combo] We can make you better, stronger, faster. Well, better and stronger anyway.
- The Narrator: [after you charge your jump] Ok, you won't be able to jump tall buindings in single bounds. You can't be like that other guy
- Wilson Fisk: [after battling Spider-Man] You weren't worth my time. But these three apparently have grievances to settle.
- [three gang bosses show up]
- New Goblin: The Green Goblin almost killed you. I'm here to finish the job.
- Peter Parker: Nice suit, Harry, but don't you hate wearing hand-me-downs?