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Uncle Ben: Hey, listen, Pete, we need to talk. Peter Parker: We can talk later. Uncle Ben: We can talk now... if you'll let me. Peter Parker: Well, what's so important? Why do we need to talk now? Uncle Ben: Because we haven't talked for so long, your Aunt May and I don't even know who you are anymore: You've shirked your chores, you have all those weird experiments in your room, you start fights at school– Peter Parker: I didn't start that fight, I told you that. Uncle Ben: Well, you sure as Hell finished it. Peter Parker: What was I supposed to do, run away? Uncle Ben: No, you're not supposed to run away, but– Pete, look, you're changing. I know, I went through exactly the same thing at your age. Peter Parker: No. Not exactly. Uncle Ben: Peter... these are the years when a man changes into the man he's going to be for the rest of his life. Just be careful who you change into. This guy, Flash Thompson, he probably deserved what happened. But just because you can beat him up, doesn't give you the right to. Remember: With great power...comes great responsibility. Peter Parker: Are you afraid that I'm gonna turn into some kind of criminal? Quit worrying about me, okay? Something's different. I'll figure it out. Quit lecturing me, please. Uncle Ben: I don't mean to lecture, and I don't mean to preach. And I know I'm not your father. Peter Parker: Then stop pretending to be.

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