Warning: this story contains spoilers for Spider-Man: No Way Home. "With great power must also come great responsibility," says Aunt May (Marisa Tomei) before dying in the arms of nephew Peter Parker (Tom Holland) in Spider-Man: No Way Home. For past Peters played by Tobey Maguire and Andrew Garfield, those were words spoken outright by Uncle Ben (Cliff Robertson in 2002's Spider-Man) or a lesson learned in a different phrase (Martin Sheen in The Amazing Spider-Man). For the Spider-Man of the Marvel Cinematic Universe, May's speech is entwined with a taunting lecture from the Green Goblin (Willem Dafoe): "No good deed goes unpunished."
The lesson comes after Peter, having asked Doctor Strange (Benedict Cumberbatch) to make the world forget Mysterio (Jake Gyllenhaal) ever outed his secret identity, tries to save multiversal villains Strange says are fated to die fighting Spider-Man. Sending the foes back to their homeworlds means sending them to their deaths, so Peter tries to "cure" Norman Osborn (Dafoe), Doctor Octopus (Alfred Molina), Sandman (Thomas Haden Church), Lizard (Rhys Ifans), and Electro (Jamie Foxx) before Osborn's Goblin persona takes over — and strikes at Aunt May, killing her.
"We were at a point where we felt like there needed to be a loss, a sacrifice, that Peter needed to pay a real price for this decision to try to save the villains," Erik Sommers, who co-wrote Marvel and Sony's Spider-Man trilogy with Chris McKenna, told Variety. "I think it became pretty clear to a lot of us that losing Aunt May was the thing that would really drive home the point we were trying to make: making this the movie where Peter Parker experiences the loss that the other ones did in their first movies."
Because the MCU more or less sidelined Peter's Uncle Ben, skipping over the origin story for a rebooted web-slinger less than a year into his crime-fighting career in Captain America: Civil War and Spider-Man: Homecoming, Sommers and McKenna knew this Peter needed that impact to come from his beloved Aunt May.
"He was trying to do what May taught him and that made the sacrifice that much more difficult, because it blew up in his face and it got her killed," McKenna said. "Then he started questioning that morality in a way that he never really questioned because he hasn't been put to the test in that way."
Spider-Man: No Way Home is now playing exclusively in theaters.