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Ben Parker: Hey, listen, Pete, we need to talk. Peter: We can talk later. Ben: We can talk now... if you'll let me. Peter: Well, what's so important? Why do we need to talk now? 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: I didn't start that fight, I told you that. Ben: Well, you sure as Hell finished it. Peter: What was I supposed to do, run away? 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: No. Not exactly. 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: 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. Ben: I don't mean to lecture, and I don't mean to preach. And I know I'm not your father- Peter: Then stop pretending to be!

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