The phrase gained popularity and pop cultural significance following its utterance in the 2002 live action Spider-Man film directed by Sam Raimi, in which it is spoken by both Ben (portrayed by Cliff Robertson) and Peter (portrayed by Tobey Maguire).[21][20] The phrase is spoken by Richard Parker (portrayed by Campbell Scott) in an extra scene from The Amazing Spider-Man 2.[23] The full phrase appears in the film Spider-Man: No Way Home (2021), spoken by Aunt May (portrayed by Marisa Tomei) to Peter (portrayed by Tom Holland) moments before the former's death. Maguire's Parker also recognizes and finishes the phrase when Holland's Parker tells his alternate versions about May saying it to him. Multiple different variations of the phrase were also spoken throughout these films, including by Alfred Molina's Otto Octavius in 2004's Spider-Man 2, by Martin Sheen's Ben in 2012's The Amazing Spider-Man, and by Holland's Peter to Tony Stark in Captain America: Civil War (2016).
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