 In November , Martin Sheen was reported to be Uncle Ben while Sally Field was in negotiations to play Aunt May . That same month , Denis Leary was reported to accept the role of George Stacy . In December 2010 , Campbell Scott and Julianne Nicholson were in negotiations to play Peter 's parents . Khan was originally reported as playing Van Adder until the character 's name was revealed to be Dr. Ratha . Embeth Davidtz then replaced Nicholson . Annie Parisse was originally reported to play " the villain 's wife " , and Miles Elliot was reported to portray Billy Connors , son of Dr. Connors ; but they did not appear in the final cut of the film . 
