Since his first appearance in Amazing Fantasy #15, Ben Parker has served as the main reason his nephew Peter Parker became Spider-Man. It was Ben’s death at the hands of a thief - and Peter’s realization that he’d let that thief go earlier - that caused the teenager to realize that “With Great Power There Must Also Come Great Responsibility.”

Since that night, Peter has sworn to live by those rules, both out of respect for Ben and a need to atone for his unforgivable sin. So, it may come as a surprise to know that in one Spider-Man story, a version of Ben Parker not only showed up in Peter Parker’s life - he ended up gunning down the wall-crawler in the street!

Related: Marvel’s Future Hobgoblin Has The Coolest Costume Ever

The shocking story was told in Friendly Neighborhood Spider-Man #8-10 and featured a Ben Parker from an alternate universe. In this parallel world, Aunt May died from an accident shortly after Peter acquired his spider-powers. As a result, this Peter decided to reveal his spider-powers to Uncle Ben and suggest they go into show business together now that it was just the two of them. Unnerved by the way Peter seemed to become more arrogant in costume, Ben nevertheless agreed - and quickly learned to regret his decision.

An Unlikely Team

Ben and May

Since Ben functioned as Spider-Man’s agent, Peter was able to become a very wealthy celebrity, but he also became more egotistical and finally cut Ben out of his life. Feeling like he was devoid of family, a lonely Ben Parker walked home one night, only to discover that he’d accidentally crossed into the mainstream Marvel Universe where he was dead, Peter was a heroic Spider-Man… and his dead wife May Parker was alive.

At first, Ben was elated to see May, but he was crushed when he learned this May Parker (who knew Peter was Spider-Man) was dating the Avengers’ butler Jarvis. To make matters worse, May was convinced this alternate Ben Parker was an impostor and rejected him. Now feeling more alone than ever, Ben learned that he’d crossed into a parallel world thanks to the manipulations of a future Hobgoblin from the year 2211 who was using him as a pawn to get to Spider-Man.

Related: Spider-Man & Green Goblin Fight As Partners, Not Enemies

TOTEM Step In

Ben’s disappearance from his own world also led to his Peter becoming a savage Man-Spider twenty years later. This alerted the time traveling Spider-Man 2211. This alternate universe Spider-Man was a man named Max Borne who worked as a time cop (or “TimeSpinner”) for the future organization TOTEM (Temporal Oversight Team Eliminating Mistakes). Using an armored suit that had four mechanical arms, an arachnid-themed helmet, and “guided webbing,” Max patrolled the time stream and prevented any disruptions in history.

Ben Parker’s displacement in time caused Max to travel to the mainstream Marvel Universe and team up with Peter Parker to take down the Hobgoblin (who turned out to be Max’s daughter Robin Borne). Meanwhile, Ben wandered aimlessly through New York and came across a homeless man who ranted about alternate universes, arguing it was pointless to obey any sense of morality since there was always a universe out there where you made the opposite choice of any action you took. As Ben listened to his ramblings, the stranger offered Ben a gun.

Later, Spider-Man 2211 tracked down Ben Parker, offering to take him back to his home universe (and prevent the horrible tragedy of Spider-Man becoming a Man-Spider from ever happening). In response, Ben shot Spider-Man 2211 multiple times with the gun and then calmly stated that he’d just stay in this universe. In an even more disturbing twist, readers saw that the alleyway where Ben had spoken with the homeless man now contained another dead body - of someone who looked just like Ben Parker.

Related: Live-Action Spider-Verse Fan Video Unites Holland, Garfield, & Maguire’s Spider-Man

The Chameleon Revealed

The mystery was finally cleared up a few issues later when Spider-Man’s villain/ally Sandman approached Peter Parker (who had revealed to the world that he was really Spider-Man during Marvel’s original Civil War event) and asked for his help. Sandman told Peter that his father, a small time criminal named Floyd Baker, had been accused of killing the Ben Parker that police had discovered in the alleyway. Unnerved, Spidey teamed up with the Sandman to learn what had really happened.

Their investigation revealed a disturbing truth. Apparently, in addition to the future Spider-Man and Hobgoblin, the mainstream Marvel Universe had another secret visitor from the year 2211 - the future Chameleon. This version of Spider-Man’s shapeshifting foe was an inhuman creature capable of assuming different shapes, including the homeless man that Uncle Ben had spoken with. The Chameleon had killed the alternate Ben Parker, assumed his likeness and was masquerading as him when he murdered Spider-Man 2211. Meanwhile, Floyd Baker discovered the real Uncle Ben and was arrested for his murder.

The present-day Spider-Man also discovered Spider-Man 2211’s special helmet, which proved to be the future Chameleon’s undoing. The helmet was still capable of meting out its own unique form of justice, including a "poetic justice" setting which caused the Chameleon to switch places with Floyd Baker, just as the hapless crook was being electrocuted for his accused crime. Chameleon 2211 ended up getting fried, confusing the guards when they saw that his body was now a mishmash of different identities, including Ben Parker’s.

--

It’s a disturbing end to one of Ben Parker’s weirder stories, but at least Spider-Man was left with the knowledge that the Uncle Ben he knew didn’t succumb to the temptation of murder. Curiously, it later looked like the murder of Spider-Man 2211 had been undone when Spider-Man 2211 appeared in the Spider-Army during the Spider-Verse event. Of course, since Spider-Man 2211 was a time traveler, it’s always possible he was recruited from a different point in his personal timeline when he was still alive (or was a new TOTEM recruit with the same costume). Whatever the explanation, it doesn't change the fact that in one universe, an Uncle Ben imposter did kill Spider-Man.

Next: Sandman is Spider-Man’s Most Misunderstood Villain