<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> <P> The thematic and often - quoted (including by the Supreme Court of the United States) Spider - Man phrase with great power comes great responsibility is widely attributed to Uncle Ben . However, in Amazing Fantasy #15, where it first appears, it is not spoken by any character . In fact, Ben has only two lines in the entire comic . The original version of the phrase appears in a narrative caption of the comic's last panel, rather than as spoken dialogue . It reads, "...with great power there must also come--great responsibility!". </P> <P> However, later stories and flashbacks that took place when Ben was still alive retroactively made the phrase one of Ben's many homilies he would lecture Peter with . Latter - day reinterpretations of Spider - Man, such as the Spider - Man film and the Ultimate Spider - Man comic, depict Ben as saying this phrase to Peter while he is still alive, in their last conversation . Both the aforementioned adaptations also had Peter lash out at Ben just after he says it, and both also mention his father . </P>

Did uncle ben say with great power comes great responsibility