Tobey Maguire and Kirsten Dunst Break Down 'Spider-Man's Iconic Upside-Down Kiss in the Rain (Flashback)

After Spider-Man: No Way Home brought together all three live-action Peter Parker’s, Tom Holland, Andrew Garfield and Tobey Maguire, fans reminisced about each franchise’s most memorable moments from across the multiverse. For Marvel’s original webslinger, it was a full-circle moment after kicking off the character’s cinematic journey nearly 20 years before in Sam Raimi’s Spider-Man.

As Peter 2 (Maguire) explains to Peter 1 (Holland) and Peter 3 (Garfield), he and Mary-Jane Watson (Kirsten Dunst) have “made it work” in the years since their relationship status was left up in the air following 2007's Spider-Man 3. The couple's seemingly happy ending was an unexpected and joyous update for the fans, including many who have been shipping the on-screen romance since their memorable upside-down kiss in the rain.

According to Maguire, filming that iconic scene took his breath away. Literally. 

“I couldn't breathe. Rain was pouring up my nose and then she was kissing me,” Maguire explained to ET in 2002. “I couldn't breathe out of my mouth and I had to hold my breath while I was kissing her.”

The star added, “The conditions weren't as sexy and sweet and romantic as it came off.” 

Sony Pictures

When ET asked his co-star about shooting the moment, Dunst chuckled as she admitted it was “really awful.” The kiss happens in the aftermath of a thwarted robbery and against the backdrop of some classic comic book imagery of New York City’s dark alleys. It was the second time Spider-Man removed his longtime crush from harm's way, following a pumpkin bomb thrown by the Green Goblin (Willem Dafoe) that sent MJ plummeting to her all but certain death. With her infatuation complete, MJ attempts to get a look at the hero by pulling his mask down before Peter hits pause, as he's proven to be a quick study of superhero life and the benefits of keeping one’s real identity a secret. In an unspoken compromise, he allows her to remove his mask just enough to lock lips in the pouring rain. 

And with Maguire’s nose covered by his costume, it was actually Dunst coming to his rescue on the set.

“It was like I was giving him CPR, because he couldn't breathe in his suit,” Dunst said leading up to the movie’s premiere on May 3, 2002. “It's not a good way to kiss.”

The late-night shoot took place on the Warner Bros. backlot (just around the corner from the entrance of ER’s fictional County General Hospital), where the alleyway set still remains and has become a notable point of interest on the studio tour. While the Bring It On actress recognized how well the final product came out, Dunst admitted it didn’t feel like they were filming movie history at the time. “It looks really great. I don't recommend kissing that way,” she said. “And especially in the pouring rain when you're freezing at 5 a.m. You're not in the kissy mood.” 

She also pointed out, “And [Tobey]'s hanging upside down, so he has the blood rushing to his head.” 

While Maguire lamented needing to “sneak little breaths” out of the corner of his mouth for each take, he revealed “it was nice kissing [Dunst]” (both actors also took a moment in their interviews to deny dating rumors at the time and insist they’ve always been just “friends”). 

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“I actually really love the moment. It's one of my favorite scenes,” Maguire shared. “Because it's a scene where you see the character within the superhero and he gets vulnerable with somebody.”

First teased in the trailer, the kiss became just as much of a selling point in Spider-Man’s marketing as its wide-array of then groundbreaking CGI action moments. By this point, the fandom was not only primed following adaptations of Blade and X-Men, but also from the longtime anticipation of Stan Lee’s teenage hero from Queens getting the big-screen treatment. Much to the delight of Lee at the time, Avatar director James Cameron was in ongoing talks to helm an adaptation throughout the ‘90s. After doing various pre-production work for the prospective movie, the filmmaker left the project, seemingly having grown tired of “development hell” and turned his focus on Titanic. 

This unprecedented momentum ultimately led to box office history, with Spider-Man becoming the first movie to gross over $100 million in its opening weekend. 

Dreamworks / Warner Bros. Television

Meanwhile, the upside down kiss became a mini-phenomenon all on its own. Within two years, the moment received multiple parodies and references, including in Shrek 2 and on The O.C. The ‘00s teen drama series went with a straightforward homage in its season 2 episode “The Rainy Day Women,” with Seth (Adam Brody) wearing an actual Spider-Man mask during a late-night, ill-fated attempt to repair a satellite dish and Summer (Rachel Bilson) kissing her on-again, off-again love interest while he hangs upside down after falling off his roof.

Thanks to Holland and company’s press tours over the last five years, starting with 2017’s Spider-Man: Homecoming, the upside-down kiss continues to re-emerge in the zeitgeist. Chrissy Teigen and John Legend re-enacted the moment on Lip Sync Battle. And while speaking with Collider, the Uncharted star and his “guy in the chair,” Jacob Batalon, had some fun with the famous scene. 

And in an unexpected fandom crossover event, the kiss is now even part of the Taylor Swift universe. Sadie Sink and Dylan O'Brien did their own take on the moment in the Blake Lively-directed "All Too Well" short film (and instantly spawned viral TikTok theories about how it could be a nod to Far From Home villain and Swift ex Jake Gyllenhaal). 

Sony Pictures

Alongside the pop culture references, the upside-down kiss had a pivotal role across Maguire’s film series. In both sequels, the scene is echoed in crucial moments of Peter and MJ’s love story. As she prepares to marry John Jameson (son of J.K. Simmons’ J. Jonah Jameson) in Spider-Man 2, MJ recreates the kiss with her fiancé and appears deflated at the lack of sparks compared to Spidey. In Spider-Man 3, it signifies an act of betrayal on Peter’s end after he asks Gwen Stacy (Bryce Dallas Howard) to “lay one” on him as a crushed MJ watches on from afar.

Years later, the scene remains a frequent entry on “best of” lists for both comic book movie moments and on-screen smooches (yes, it won Best Kiss at the 2003 MTV Movie Awards). It’s a testament to Spider-Man’s unapologetic, Golden Era of Hollywood sincerity that the kiss feels more at home in non-superhero category rankings, where it’s appreciated next to romantic crescendos between Rick and Ilsa, or Jack and Rose. 

Dunst recently confirmed the scene was always meant to evoke these famous moments from the pantheon of notable kisses while chatting with W magazine in January. "But the way it was presented to me, [Raimi] gave me this book of famous kisses, so that made me realize how romantic and special Sam wanted this to be," she explained, adding she’s “proud” of the moment’s legacy. 

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Following Scott Derrickson’s exit at the helm of Doctor Strange in the Multiverse of Madness in 2020, Raimi took over directing duties and it’s now his turn to have a full-circle career moment within the MCU. Not only is the filmmaker returning to a genre he helped define and pioneer for superhero movies to come, but Raimi is also revisiting his Evil Dead roots, as the Phase Four sequel is touted as “the first scary MCU film.” 

Back in 2002, Dunst relayed her trust for the director’s ability to bring comic book heroes to life. “I think Sam did a wonderful job with the film, so I don't think the fans will be disappointed,” she told ET at the time.

And 20 years later, those fans remain quite satisfied. 

Spider-Man is streaming on Amazon Prime Video.

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