<Li> In one reality where May was killed by the burglar instead of Ben, Peter immediately went after the burglar, but accidentally pushed him out of the window of a warehouse during the fight, resulting in Ben taking the blame for the crime to save his nephew . Lacking the moral influence of Ben or the need to stay secret for his aunt, Peter broke out of the orphanage he was sent to and began to defeat criminals for the reward money, matters coming to a head when he nearly killed the Green Goblin in a fight . Attempting to break Ben out of prison, Ben nevertheless convinced him that he had to accept responsibility for his actions, prompting Peter to return to school and form a relationship with Mary Jane after Anna Watson took him in, culminating in Ben helping Peter in his crime - fighting activities after he was released from prison . </Li> <Li> In the first "What If" story regarding Spider - Man (named "classic"), it was Aunt May who went downstairs after hearing a noise, not wanting to wake up Ben . The same storyline plays out, with the burglar shooting May and Spider - Man apprehending him in the warehouse . In this story, Ben finds out about Peter's activities as Spider - Man relatively soon, and talks to him about it . Peter explains to him when he donned the costume and why, even telling him about letting the would - be murderer go that very same night he robbed the wrestling register . Peter breaks down, saying how everything was his fault . Ben responds with anger at himself, being weak in not being able to protect "his May". After Peter tells him he did not know and could not have possibly done anything, Ben instantly calms down and tells Peter to follow his own advice . He further inspires Peter to keep being Spider - Man, not because of regret or penance, but to protect and help all those who are weak and in need of help . Ben and Peter form an even closer relationship with Ben offering his support in many of Spider - Man's future battles . Eventually Ben becomes outraged at Jameson's constant smearing of Spider - Man's name, considering it an insult to May's memory . He eventually lets Jameson in on Spider - Man's identity, forcing Jameson in a position he is uncomfortable in as a journalist . He cannot expose Spider - Man without endangering Ben Parker, yet he also does not wish to support vigilantism . Eventually, he finds a middle road and unofficially employs Spider - Man so he can gain inside scoops on crimes being solved in the city . The story eventually ends with Spider - Man saving Bennett Brant and Betty Brant from Doctor Octopus, as well as fighting a Green Goblin who kidnapped Jameson to find out Spider - Man's real identity (having correctly surmised there was a reason Jameson had those inside scoops). At the end of it all, Peter and Ben shake hands with Ben saying they will face all dangers and the future together . </Li> <P> In an alternate reality shown in Friendly Neighborhood Spider - Man, an alternate reality was witnessed where May died in a random accident, prompting Peter to go into show business with Ben as his agent to make money . Peter's focus on his career prompts him to eventually leave home, simply paying Ben a percentage out of respect for their old relationship rather than any actual concern . This Ben was eventually' derailed' into the 616 reality by the Hobgoblin of 2211 as part of her plan against the Spider - Men of various eras, leaving him shocked when he witnessed his destroyed house and the still - living May Parker . Confronting her, he ended up in a fight with Jarvis, with whom she at the time has a relationship with, but wandered away in confusion . Lacking direction, Ben wandered into an alleyway where he encountered a shadowy figure who offered him a gun, telling Ben that any action he takes would simply create another universe where he took the opposite action, so he might as well do what felt good . After this Hobgoblin was erased from history by a Retcon Bomb of her own invention, the Spider - Man of 2211 met with what he presumed to be the same Ben Parker to take him back to his own timeline . In a surprise twist, deciding he rather wanted to "stick around for a while", this Ben Parker shoots this future Spider - Man . At the same time, another Ben Parker was shown dead in the alley, meaning one Ben Parker had killed the other and taken his place . </P> <P> It was revealed that the Ben Parker who had died in the alleyway was the Uncle Ben of the alternate reality, while the Ben Parker who killed Spider - Man 2211 was, in fact, the Chameleon of 2211; the Chameleon had attempted to convince Ben to resort to murder, but Spider - Man correctly guessed that there were no circumstances under which Ben would do such a thing . </P>

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