Editor's note: The below article contains spoilers for Spider-Man: No Way Home. Actors Tom Holland and Zendaya took a deep-dive into one of the most heartbreaking scenes in the recently released Spider-Man: No Way Home. In a conversation with Marvel.com, the actors spoke about the shocking death of Aunt May (Marisa Tomei), and why they wouldn’t change a thing about the film, despite the emotionally demanding nature of some scenes.

In No Way Home, Aunt May, played by Tomei in the Marvel Cinematic Universe since 2016, succumbs to injuries sustained after standing up to Green Goblin (Willem Dafoe) as he battles Peter Parker in the wake of a failed attempt at "curing" him. In her final moments, she delivers the oft-quoted line, “With great power comes great responsibility.” Giving a “shoutout” to May and calling her an “incredible role model” for Peter, Holland said that new viewers will be blindsided by the scene. In his own words:

“The relationship between Peter and May throughout these films has been really integral to the heart and soul of the story. This scene kind of seemingly comes out of the blue, like no one expects this to happen. It's going to be really, really hard hitting for people [seeing the] movie.”

Zendaya, who plays the MCU's version of MJ, said that May “doesn’t get the credit she deserves” for raising “a lovely young man” like Peter:

“It's important to acknowledge May in the respect that everybody is like, ‘Oh, he always has to have a mentor,’ All these father figures and all this stuff. But May has raised him. Shoutout to May!”

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Image via Sony

RELATED: 'Spider-Man: No Way Home's Villain Plot Was Suggested By Kevin Feige, According to Co-Writer Chris McKennaPast on-screen iterations of Spider-Man have always featured the doomed Uncle Ben, whose death inspires Peter to embrace the hero within him. But the MCU version cut to the chase by doing away with the character entirely, instead making Spidey's entire trilogy his origina story, beginning with Captain America: Civil War, where his introductory scene featured Tomei’s Aunt May.

So, you could say that she’s been there right from the beginning. And even though Peter has had several mentor-figures come into his life—from Robert Downey Jr.’s Tony Stark to Benedict Cumberbatch’s Doctor Strange—Aunt May was always a constant presence. In a recent interview with Variety, No Way Home's co-writer Erik Sommers explained in detail why May had to die tragically:

“We were at the point where we felt like there needed to be a loss, a sacrifice, that Peter needed to pay a real price for this decision to try and save the villains. I think it becomes pretty clear to a lot of us that losing Aunt May was the thing that would drive home the point we were trying to make: making this the movie where Peter Parker experiences the loss that the other ones did in their first movies.”

Spider-Man: No Way Home, which debuted in theaters in December, has become far and away the biggest hit of the pandemic era, having grossed over $1.3 billion worldwide. Directed by Jon Watts and also featuring Jon Favreau, Alfred Molina, Jamie Foxx, and Jacob Batalon, the film introduced the multiverse proper to the MCU, and Marvel Studios president Kevin Feige confirmed to The New York Times that even more Spider-Man projects with Holland are in the works.

Spider-Man: No Way Home is playing in theaters now.