Two kissing scenes. The second one is very passionate with some moans and gasps.

In the final battle scene, a woman's clothes get torn and her legs and upper thighs are shown, panties are briefly seen.

Mary Jane and Peter Parker kiss passionately in his apartment.

Mary Jane's cleavage can be seen when she is in her wedding dress.

During the final battle, a woman's dress gets soaked.

A woman's nipples are briefly and faintly visible through a wet shirt during a kissing seen.

Peter Parker sees a student his age being beaten half to death by two thugs. After a conflicted moment, he decides not to intervene and walks the other way.

Peter is flung against a wall by Doc Ock. Bricks. wood and other debris fall all over him.

Spider-Man is fighting with two criminals.

Destruction of cars are featured and people sometimes escaping in order to evade from getting hurt.

Doctor Octopus is using his tentacles to destroy a taxi cab, we can possibly guess that the driver is dead.

Doc Ock is using money bags to beat Spider-Man.

Doc Ock is using his tentacles in an attempt to crush Spidey's head.

Spidey is using tables to defeat the villain.

The train fight is very intense; we can see Spidey's suit getting ripped over his body.

Spidey's body is pretty sliced so we can see some blood.

Doc Ock is beating the train driver, nearly kills him.

The final fight between Doc Ock and Spidey is very intense, much more than the train fight.

Very mild language

1 use of ass, 3 uses of hell, 1 use of piss

Doc Ock smokes a cigar in one scene. J. Jonah Jameson also smoke a cigar.

Harry can be seen drinking some liquor. He appears drunk.

The film's overall tone is rather somber and depressing.

Most upbeat in the trilogy

While it's not really surprising, given the first movie, this movie really has most of New York City really being cruel and critical towards Peter. There's the familiar hatred of Spiderman by many people and some of the media outlets. Then, MJ tears into Peter for missing her show and "for being a disappointment," almost to the point of hating him, and thinking of him as a bad boyfriend. Harry downright slaps Peter and gives him a verbal rip-off. His boss is mean. It's about the same in the 3rd movie too. Not for little kids or the somewhat faint of heart.

There is a scene where Doc Ock's mechanical arms attack doctors in a surgery room after the doctors try and cut them off to save Dr. Octavius. This is the darkest and scariest scene in the entire film and has the feel of a horror movie.

Doc Ock can be very scary sometimes.

There is a scene in which Doc Ock is crawling over a wall of an office building, there is a jump scare.

The train fight is very intense.

The final battle between Spiderman and Doc Ock is much more intense than the train fight.