ACT 2: She asks him why he never told her, why he lied about it all these years. He responds that he lied in order to protect her. She retorts that if she manage to bear the death of her husband, of friends, loved ones, and relatives, and suffered over Peter's own losses, that she would not have fallen apart because of this. He retaliates by saying that he was just trying to protect her but she replies back that although she believes him when he says that, she also believes that he was trying to protect himself, because he did not know what she would think or what she would say once she'd find out. He tells her that him being Spider-Man isn't the only thing he's held back from her. He struggles to tell her but it finally comes out: "I…God help me, Aunt May…I’m the reason Uncle Ben is dead".

ACT 3: Peter explains what happened the night Uncle Ben was killed: "I was showboating, using my powers to pick up a few bucks. A thief ran past me. The yelled for me to stop him. I didn't. I…I let him go. Because I couldn't be bothered. And he killed Uncle Ben. If I'd stopped him, Ben would be alive right now. But I didn't. And Uncle Ben is dead. Because of me. That's why I do this. I have to make it up to him, Aunt May. I have to." May tells Peter that it wasn't his fault that Ben died. In fact, she reveals that it was hers. She explains that the night he died, they had had an argument and that not wanting to continue arguing because he was such a gentle man, Ben had gone outside to take a walk. A walk that proved to be his last as he was murdered by the same crook Spider-Man had let go earlier that day.

ACT 4: They continue to talk for what seems to be hours upon hours; about how he gained his super-powers, about why he allows people to think Spider-Man is bad when in reality he's one of the good guys, about this and that until Aunt May has had enough for one night and leaves. As she leaves his apartment, Peter realizes that all his life he's dreaded having that conversation; lived in fear of it for years – and all it took was a little under three hours. He is prouder than ever of his Aunt May; even more suprised of how strong she is. What he does not know is that on her way out of the building, she is crying. He, on the other hand, relieved of the immense pressure, takes off into the night, as the Amazing Spider-Man.