Spider-Man: No Way Home Writers Explain Why Aunt May Became the MCU’s Uncle Ben

Spider-Man: No Way Home hit theaters this month, and its slew of cameos weren’t the only big surprises. Warning: Spoilers Ahead! In a shocking twist, Aunt May (Marisa Tomei) was killed by Green Goblin (Willem Dafoe), making her the Uncle Ben of the Marvel Cinematic Universe. In most Spider-Man stories, including the movies starring Tobey Maguire and Andrew Garfield, it’s Peter Parker’s uncle who dies, but not before saying those famous words, “With great power, comes great responsibility.” In Spider-Man: No Way Home, Aunt May says the line to Tom Holland’s Peter before she passes on. During a recent interview with The Hollywood Reporter, writers Chris McKenna and Erik Sommers talked about creating that big May moment. 

“I don’t think there was much impetus to put it into the other two movies. This iteration of Spider-Man didn’t start by telling the story of losing Uncle Ben,” Sommers explained when asked about the famous line. “We started at a different place with Peter. Those words are so tied to Uncle Ben, there didn’t seem to be a natural place for it. We weren’t even thinking necessarily, ‘Oh, we have to do it in this one.’ As the story started to develop, and as we got to the scene with May, we realized, ‘This is going to be Peter’s Uncle Ben,’ and the words are going to come out. For the scene on the rooftop, where the three Peters meet, we felt pretty strongly that we need something to really, finally crystalize it for these three guys that they are the same, that they are brothers. And that they are bound in a cosmic way by something and having them share those words in common seemed like the thing to do.”

McKenna added, “[Christopher] Markus and [Stephen] McFeely and the Russos were so smart with Civil War to side step rehashing the origin story. You just leap over it, but it leaves so many questions and gaps. Some people [ask], ‘Oh, did Uncle Ben die? Was he guilty [of Ben’s death]? Are we losing that gravitas as part of that character?’ I think that’s something we’ve always discussed. ‘What is the deal with his Uncle Ben? Is it a total parity — is it one to one? Is it absolutely the same way?’ We started thinking, ‘Well maybe it’s not. Maybe his mentor is May and she’s instilled this thing in him.’ He doesn’t say, ‘With great power comes great responsibility,’ but he says something to that effect in Civil War, which is, ‘When you can do the things that I can do and you don’t do anything, then you are responsible.’ It’s that same sentiment that I think has been instilled in him from May, but you start realizing that May really is the moral guide of his life and he’s had a father-figure.”

“Hopefully, you start seeing this is a different Peter Parker,” McKenna continued. “They are all different. They have had different origins. They have had different contexts and this Peter is the only one of these three who has had a Tony Stark in his life. So he chases the fame. He chases this father figure and approval from this billionaire, philanthropist playboy. Then he realizes, ‘I don’t want to be an Avenger. I’m chasing the wrong thing.’ And the next movie was, ‘I can’t be Iron Man. I can only be Spider-Man.’ In this one, there is a whole new way he has to get tested about what these other two guys have been tested by. By the death of a loved one at the hands of a villain. What are you going to do about that? They help him get there. I think people can draw from it what they want, but these were the things we were working with as we were moving towards the creation of this story for him and really taking him down a dark path. I think it’s the darkest place he’s ever gone.”

Spider-Man: No Way Home is now playing in theaters.