After Aunt May died in an accident, Peter revealed his other identity as Spider-Man to Uncle Ben, proposing that Ben become his manager in showbiz so that they could keep the house.[1]

Soon, Peter got a big head and started acting like a jerk, using his powers to show off and make money while his would-be villains were dealt with by other heroes. He eventually moved away to live on his own, simply sending Ben a share of his profits out of habit instead of any real devotion.[1]

After Ben visited Peter's latest movie, he was 'detailed' by the 2211 Hobgoblin to Earth-616, where he witnessed May on a dinner date with Jarvis just before he was spotted by Spider-Man. When Hobgoblin attacked, Peter was forced to flee while fighting her, leaving Ben to have an awkward encounter with May and Jarvis where the two dismissed him as a Skrull or some similar impostor.[2]

Retreating to an alley to think, Ben was confronted by an old man who offered him a gun, suggesting that he should eliminate the source of his grief, arguing that alternate realities were constantly coming into existence so you might as do what felt good.[3] Although Ben rejected this offer, the old man—really the Chameleon of 2211—subsequently killed him and assumed his appearance.[4]

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