In Spider-Noir, the Spider-Man mythos gets tossed into the gutter, rolled over by a getaway car, and left bleeding in the street. This ain’t the bright-eyed world of Peter Parker, the kind of do-gooder who’d faint at the sight of Ben Reilly (Nicolas Cage) knocking back whiskey while ducking every ounce of responsibility tossed his way. Peter grew up on Uncle Ben’s sermon that with great power comes great responsibility. But Ben? Ben is the type of guy who works by a whole different rulebook: no powers, no responsibility. End of story.

But Ben wasn’t always that way. It took a lot of trauma for Ben to turn his back on his powers. But even before he lost his main squeeze, Ruby, he was dealt a tough hand in life with the very way he was given his powers. It wasn’t easy. He wasn’t bitten by a cute little radioactive spider the way Mr. Parker was. Ben’s powers came from something far uglier. WARNING: Spoilers ahead for Season 1 Episode 4 “Betrayal” of Spider-Noir.

Get cozy, kids, and get ready. This story isn’t for the weak of heart.

How did Ben get his powers?

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