Uncle Ben has been a mainstay of Peter Parker’s origin story since Stan Lee and Steve Ditko introduced the character in the 1960s. He’s the man whose lesson about great power and great responsibility helped shape Spider-Man into one of Marvel’s most beloved heroes. We highly doubt good ol’ Uncle Ben would have been quite so philosophical if he knew how he was going to meet his maker in Marvel’s latest terror tale, MIDNIGHT: SPIDER-MAN.
As most comic fans know, Peter’s classic origin involves a moment of selfishness. After gaining his new abilities, Peter uses his powers for personal gain and refuses to stop a thief. That same criminal later kills Uncle Ben, leaving Peter to live with the consequences of his decision. It’s a tragedy that turns a young man with extraordinary abilities into a hero who understands that power comes with responsibility.
Well, forget that version of the story for a minute, because Marvel’s new horror-focused MIDNIGHT universe has something much nastier in store for the Parker family.

In MIDNIGHT: SPIDER-MAN, Peter’s Uncle Ben becomes a victim of the very spider that eventually gives his nephew his powers. After Peter agrees to work for Oscorp, a spider connected to the company’s disturbing experiments makes its way home in his backpack. While Peter sleeps, the creature bites Ben first, triggering a grotesque mutation that leaves him collapsing before he can get help. Peter eventually suffers the consequences himself, with the spider transforming him into something far removed from the friendly neighborhood hero we know.
That’s a pretty brutal twist on one of the most familiar origin stories in comics. Instead of Peter’s guilt stemming from failing to stop a criminal, his decision to get involved with Oscorp puts his uncle directly in the path of a biological nightmare. The tragedy becomes even more personal because Peter believes he can use the company’s power to do some good, only to discover that he may have made a terrible mistake.
The series also turns the traditional lesson of Spider-Man’s origin on its head. Rather than centering on Uncle Ben’s famous words about great power and responsibility, this version draws on a darker warning from Peter’s father, Richard Parker: “Power makes monsters.” Considering what happens to both Ben and Peter, that message takes on a whole new meaning.

For anyone who hasn’t been keeping up, Marvel’s MIDNIGHT imprint is leaning hard into horror this October, reimagining familiar heroes through darker, more disturbing stories. MIDNIGHT: SPIDER-MAN embraces body horror, while MIDNIGHT: X-MEN explores vampires and MIDNIGHT: FANTASTIC FOUR heads into Lovecraftian territory. These aren’t simply the usual superhero adventures with the lights turned down. They’re alternate takes that give Marvel’s iconic characters some seriously nightmarish new directions.
We’ve seen Uncle Ben die plenty of times across Spider-Man’s many incarnations, but this version makes his fate feel particularly cruel. The man who helped shape Peter Parker’s moral compass becomes the first victim of the very power that changes his nephew forever. If Marvel wanted to give Spider-Man a proper Halloween nightmare, this is certainly one way to do it.
Marvel’s MIDNIGHT: SPIDER-MAN is written by Phillip Kennedy Johnson. The series is illustrated by ScieTronc.

