Disclaimer: I own neither Spider-Man 2 nor the Hitchhiker's Guide series. Never have. That would be really, really cool though, huh?

A/N: Okay, welcome to my bizarre imagining, you brave, brave soul. I just got this idea one day, and I don't know- it sounded funny or something... Anyway, this is sort of dedicated to all the fantastic writers that have contributed their immense talent this fandom- and there are a bunch. If by some freak coincidence any of them are reading this, they know who they are and if I hadn't read their stuff, and been duly transformed into a raving Ock-fangirl, I wouldn't be writing this right now. Whether that's good or bad remains to be seen, however, so I'll stop babbling now.

NOTE: While everyone in the world and their mother should read the Hitchhiker's Guide series, knowledge of at least the first book will make this a much more enjoyable experience all around. If you haven't you can continue if you want, if "Huh?" happens to be your favorite word. Also, I'm aware that the first book was published in 1980, while this imagining takes place in 2005. In answer to this predicament, I believe I will show as much respect for the natural flow of time as Mr. Adams showed, if you get my drift.

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Far out in the uncharted backwaters of the unfashionable end of the Western Spiral arm of the Galaxy lies a small unregarded yellow sun. -The Hitchhiker's Guide to the Galaxy

A quaint blue marble circles this sun, minding its own business, its ape-descended population frequently looking into the faces of billions of digital watches because they're just so neat. Probably for the best, there's no telling what could have happened had they glanced skyward just once before it was far too late. But we'll come to that presently.

Now let's peer through the small planet's atmosphere, allowing our gaze to rove over cerulean ocean waters, feral mountains, beautifully sculpted fjords, and focus on one island hugging the Eastern coast of what the natives with the strongest weapons and/or the worst diseases call North America. No natural part of the island can be made out, just the myriad of soaring buildings all crowding up to the shore. The city teems with life, much like a piece of cheese left in the refrigerator for several months, although the civilizations found on such a neglected food item are hardly ever this loud. The people of this planet shout and scream and laugh with such volume a visitor may wonder quite rightly why they would bother inventing car horns and cell phones and stereos. Some have hypothesized that these beings must constantly talk or their mouths seize up- or perhaps silence allows their minds to start working. Cynical though this thought may be, it may have some merit. Just take this slumping figure here. Barely a sound comes from him, the occasional gentle swish of his trench coat, a small sigh, or a peculiar hissing sound every now and then. What this one lacks in volume, he makes up for in mental activity.

Unfortunately, this tremendous intellect is rarely allowed to focus on something worthy of its attention, such as the advanced physics it was trained for. No, most often it runs in much different circles, such as which spot of concrete will supply the most shelter from the harsh New York elements. Or perhaps he may ponder the quickest route to the nearest soup kitchen, if he's feeling cheerful, which is so rare the endorphin buzz makes him nauseous. He spends most of his days walking the streets in an aimless trudge. In the minds of those that formerly cowered from him in terror he leaves no more than a faint impression of solidity off to one side, and a peculiar hissing sound.

The hissing sound. Constant, relentless, cold. Eating away at the back of his brain, begging, cajoling, threatening something nameless and horrible if he continues his existence in such a purposeless fashion. The smart arms, his single triumph atop a rancid pile of failure. They were the perfect assistants, as intelligent as their master, but equipped with a machine's precision and devotion to its task. Perhaps that single-minded devotion to completing their task could be called the actuators' one flaw, for even after all that has happened their whispers torment their creator with endless pleas to rebuild, begin anew. But Otto Octavius remembers, he remembers the words he spoke, what should have been his last words, "I will not die a monster." It still seems like they came from his mouth only yesterday.

He speaks these words aloud sometimes, when he feels the artificial intelligence creep over his brain like mist off dry ice. After all that has happened, the actuators have their devotion- and Otto has his pride. He remembers, he sacrificed himself to the river, redemption was his. Another failure, he awoke on the shore, cold and stiff with agony. But he remembers, just before sweet oblivion slipped from his hands, a moment of peace cradled in dark warmth. This wholly new feeling was quickly joined by elation of a reunion with something so familiar and so brief he feels now that he must have imagined it in a moment of desperate hope. And yet he clings to the memory like the last handhold over the precipice. He would not die a monster. If there is any reason at all why he is not at the bottom of the East River, he will not live as one either. He sticks to the streets, steals only when absolutely necessary, works the odd job that usually garners him no more than a warm place to sleep at night. He haunts soup kitchens under assumed names, never stays longer than it takes to eat his fill and perhaps read the newspaper if it is provided, just to keep up.

This sunny Thursday, a few hours before lunchtime, Otto sat against the stone façade of a building. The green of Central Park soothed his damaged eyes, already weary from another night of little rest. The whispers were getting to him. Deciding to get moving before the noon crowd thickened, he pushed himself to his sore feet, the actuators helping just enough so he wouldn't notice. Otto tried to use the arms as little as possible these days; he didn't want to encourage them. He set off down the sidewalk in his customary trudging fashion, allowing his thoughts to wander as aimlessly as his feet. It took a serious prod from one of the actuators to alert him to the second man's presence. Otto immediately tensed, fearing a mugging, although he couldn't imagine anyone desperate enough to mug someone who obviously had nothing worth taking. However, a swift glance at the man revealed not a twitchy robber, but a small well-dressed man with a curious smile on his face. The smile grew when he caught Otto's gaze, but the scientist saw an urgency fidgeting beneath the jovial features.

"Nice day?" the man inquired.

Otto cast his eyes across the cloudless blue sky. "I suppose," he said with a frown.

The cheery tone fluttered away from the man's bald-faced anxiety, "Look, let's not fool around here. Haven't you been checking your Sub-Etha Sens-o-matic?"

"I beg your pardon?" As the first conversation Otto had had with another person in months, this was not turning out as he would've imagined.

The man's face was scrawled now with intense frustration. Without a word he jabbed a finger skywards, and Otto's gaze followed. Not for the first time that day, his eyes nearly popped out of his skull. An impossibly huge yellow something was creeping across the sky overhead. As Otto stared, it passed over the sun, plunging him and his new companion into darkness. This is when the screaming started. Running, gaping people seemed almost to materialize out of thin air. The screaming was soon joined by car horns and crashes, swearing and more screaming. Otto just stared, silent.

"Yeah," said the man as if he'd like very much to give Otto a round smack to the head. Instead he grabbed the scientist's limp arm and started hauling him along down the street.

It was some time before Otto could think to protest, "W-what is that? Hey, where are we going?"

"Well I'm assuming you don't have transport, right?" the man replied, his voice harsh with sarcasm, "I'd know a hitchhiker anywhere. You got your towel with you?"

Of all the things falling into a heap at the front of Otto's mind, the filthy Beanie Babies beach towel he'd been sleeping on the past few nights on the roof of some office building appeared in his mind's eye with surprising clarity, "Um, no, it's back at-"

He was interrupted by a sudden silence. Everything went still for a while. Otto started to shake with the strange vibration emanating from the actuators, which were frozen at his sides even as they trembled like an espresso addict after the morning's first dozen cups. His companion watched him with a kind of sick dread.

Otto's whole body convulsed just once when the voice spoke, apparently originating from the shaking actuators, or perhaps that rusty garbage can that was sloughing off dust as it rocked, or the cars that jittered away from their parking spots, "People of Earth, your attention, please," tears started in Otto's eyes, "This is Prostetnic Vogon Jeltz of the Galactic Hyperspace Planning Council. As you will no doubt be aware, the plans for development of the outlying regions of the Galaxy require the building of a hyperspatial express route through your star system, and regrettably your planet is one of those scheduled for demolition. The process will take slightly less than two of your Earth minutes. Thank you." The PA died away.

"But, how could we know?" Otto whispered.

The voice returned, "There's no point in acting all surprised about it. All the planning charts and demolition orders have been on display in your local department in Alpha Centauri for fifty of your Earth years, so you've had plenty of time to lodge any formal complaint and it's far too late to start making a fuss about it now." An empty black square opened in the huge something above. Otto's companion whimpered.

"We've never been to Alpha Centauri," Otto whispered.

"What do you mean, you've never been to Alpha Centauri?" the voice answered, indignant, "For heaven's sake, mankind, it's only four light-years away, you know. I'm sorry, but if you can't be bothered to take an interest in local affairs that's your own outlook.

"Energize the demolition beams." (1)

Light shone out of the square.

"I don't know, apathetic bloody planet, I've no sympathy at all." The voice was gone, and the actuators, trash cans, and cars stilled. Otto was left with a horrible emptiness inside as he allowed the man to yank him into a sprint down the street. The man whipped what looked like a sleek black garage door opener from a pocket and pressed the device's single blue button as the pair rounded a corner into a wide alley. Otto would have sworn he felt his eyeballs pressing at the lenses of his sunglasses as the silvery flying saucer wavered into existence, its round edge nearly slicing into the brick walls of the buildings it was parked between. The clear dome on top slid back into the ship's body with a soft hum.

At this point the man vaulted into the waiting seat inside the ship, using the four tentacles that had ripped out of the back of his shirt. Otto had to imprison his rebellious eyeballs behind his eyelids.

"Are you coming, man?" the man- no, there was no denying it, the alien screamed, "Or are you just that attached to this doomed backwater burg?"

Trying to describe what exactly passed through Otto's mind in response to that question would be as pointless an exercise as trying to strain a tornado through a butterfly net. Best stick with actions. He glanced at the alley's mouth; it was becoming steadily brighter out on the street, nothing was moving, all frozen in pointless hopeless horror. He patted the left breast pocket of his trench coat, and a corner of his mouth twitched upward. He looked at the ship with the alien inside frantically pressing buttons with all six of his arms, and the other corner also tentatively elevated. The actuators brought him inside the ship in 1.002 seconds. 1.005 seconds later, New York was an ever decreasing brownish-gray blob below them. 1.009 seconds later the Earth was an ever decreasing number of miles-wide rocks hurtling past them into the starry black ether beyond. The Vogon Constructor Fleet coasted away, fat and happy on the knowledge of a day well ruined for somebody that wasn't them. (2)

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Otto stared at the back of his companion's head for a while, focusing on the very top layer of his thoughts, and ignoring for now the roiling darkness and confusion that lay just below. "You hadn't been in New York for long before..."

"No, just arrived when the Sub-Etha went off," the alien said with a sad sigh, "And, mother of Zarquon, I know I'm gonna regret it for the rest of my life. The guide said it was a great city. It is impossible to have more fun without electrocuting your pleasure center, it said. Oh well." A chunk of Earth floated by, they both watched its lazy spin as it passed.

Otto laid a hand on his left breast pocket for a moment before pulling out what was inside. It was a worn Polaroid photograph, the sides of the image obscured by fingerprints, of a college-age couple. The woman's long red-brown hair was trapped beneath the man's arm that held her tightly to his body. They both smiled at the viewer; the woman's a radiant beam that lit up her eyes, the man's a crooked grin that made it obvious he was looking at the woman and couldn't care less about the camera. And now, Rosie, he thought, and now... "I think you may have the wrong idea about me, friend."

The alien looked over his shoulder at Otto, "What do you mean?"

"I mean that you should know I'm not an alien."

There was a short silence, "Oh?"

"I am afraid you may have inadvertently saved the last member of the human race." No one would have been more surprised than Otto to find himself smiling at the rather grim statement. Maybe it was just selfish relief that of the uncountable number of people on Earth, he was the chosen one, the only survivor. Let's give him that happy, erroneous thought, shall we? Call it a gift.

"But- the tentacles, I saw them...?"

An actuator came into the alien's view, its metal claws catching the starlight as they opened and shut over the glowing red heart-light in the center. Said light picked up the slight tremor in the undoubtedly flesh-composed tentacle that manipulated the ship's controls.

"Wow," the alien murmured, blinking slowly at the actuator, "That's- that's different. I didn't think- I mean, humans always seemed so primitive."

Otto frowned, feeling slightly indignant, "Yes, well, perhaps you hadn't been to the right places yet."

"Oh yeah, definitely. I mean, we'd go out to the real sticks to buzz folks. Not the cities."

"Buzz?" Otto inquired with a raised eyebrow.

"Yeah, it's great fun!" the alien enthused, "You head out to the dankest spot on the globe, you pick out some unsuspecting nobody no one would believe anyway, and you scare the waste substances out of them. With these planets that haven't made interstellar contact yet it's a breeze, you just pop on some stupid antennae and make little beep, beep noises at them and they just... Something wrong, pal? Only you look a little- off."

Even while the alien was describing how he terrified the living daylights out of the late members of Otto's species, the scientist had suddenly plunged deep into the thoughts he'd been staying just afloat of so far. Images of everything, everything he'd ever known, good and bad, shot through his mind like a rocket-powered slide show, and Otto really didn't know how to feel about it all. Thoughts of all the good things he'd sorely miss were overshadowed by the profundity with which he'd run his life into the ground. Thoughts of all the bad things he'd never have to see or experience again were dwarfed by the ache in his heart for every small pleasure that was lost forever. And above it all, he now realized that he was a living cliché- a walking, talking loose end. "What on Earth am I going to do now?"

The alien gave him a bemused grin, "Is that a trick question?" Otto looked sharply at his companion, who schooled his features into something more appropriately somber, "We-ell, I guess you could come home with me. You may even enjoy it on my planet. If you don't mind me saying, the people on Earth didn't seem very accepting of sentient beings with superior quantities of appendages." He wagged his eyebrows encouragingly.

Otto considered this supposition, and could find no evidence to the contrary. But a worry plagued him, "And the people of your planet wouldn't mind a human in their midst, even if they had the correct number of limbs?"

"Are you kidding? We get all kinds on good ol' Santraginus V! It's a hot tourist spot now; they come for the beaches and the fish and whatnot. You'll like it, I promise." The alien started, "Oh yeah, I almost forgot!" He darted out of his seat and crouched at one of the small cabinets that lined the circular cockpit near the floor of the flying saucer. Opening the chrome door, he pulled out what looked for all the world like a fishbowl, right down to the yellow fish meandering around inside, although Otto had never seen a fishbowl with glass that shimmered like that, or made such a lovely ringing hum wherever the alien's fingers brushed it.

"I need a fish?" Otto inquired.

The alien laughed, "Yeah, you do." He scooped a fish out of the singing bowl, "Now relax, this won't hurt a bit." Before the question of just what won't hurt a bit could even be formed in Otto's mind, the alien clapped his hand over the scientist's ear. Otto grimaced as the fish slithered deep into his aural tract.

"W-w-what on Earth was that!" he spluttered when his spine had stopped quivering.

"We gotta break you of that nasty habit, pal," the alien said, the picture of flippancy, "And I told you to relax. That's just a Babel fish."

"And I need some creature burrowing into my brain for what reason!" The actuators arced over their host, the claws clicking with what could have been anxiety if they were capable of emotion. Otto was experiencing something that yet again set him apart from quite a large number of his fellow beings. That is, the artificial intelligence of the actuators was attempting to adjust to this new presence so close to their host's consciousness, and the struggle was on the verge of scrambling said host's brain.

The alien was watching the actuators as he spoke, "It's okay, man. It's not burrowing into your brain."

Otto pressed his palms to his temples as a tentative armistice was reached between the AI and the Babel fish. Once he'd blinked his eyes back into focus, he realized that the alien's last statement hadn't been in English. The words had an interesting fluid sound to them, full of long "o" sounds and several "l"s. It was like nothing he'd heard before, and yet he'd understood it perfectly. When he looked up the alien was grinning and wagging his eyebrows again. Otto said everything that occurred to him to say, "How?"

The alien looked up and squinted, as if trying to recall a particularly boring textbook passage. "Eh, not sure," he said in his language, "Been a bit since we learned about them in grade school. Something about brainwaves- like, it feeds on them, but only not yours. It feeds on the brainwaves of the people around you, and it excretes telepathic something or others that makes whatever you hear make sense, basically." (3)

"Basically," Otto nodded. He was just relieved the fish hadn't done something horrible to his link with the actuators. No, the whispers were still there, safe and sound, coexisting rather peacefully now with their new roommate. "So, I can understand any language I hear now?"

"Yeah, pretty neat, huh? I got mine years ago- graduation present. Better than digital watches, I'll bet."

"That's remarkable..." Otto could just recall the names of a few biologists who would cheerfully offer up their firstborn for a chance to have a small slimy yellow fish wriggle into their ears.

"Yeah," the alien continued, a little put off by the sudden distant look on his companion's face, "Well it should come in handy since I won't be around to translate everything for you."

"That reminds me," Otto snapped back to attention, "Who are you?"

The alien laughed and slapped a tentacle on his head, "Hey, I forgot about that, too! Man, and you let me shove a Babel fish in your ear and you didn't even know my name? Geez, pal, you need to learn to take better care of yourself if you want to live in the Galaxy. You're outside that tiny ignorant rock you called home now, buddy, and not everyone you meet will be as nice as me. Call me Bookwang. And yourself?"

"Otto Octavius," the scientist replied. The pair shook tentacle in actuator, which was interesting. "So you won't be sticking around on Santraginus V?" Otto tried out the name of his new home planet, a bit of a mouthful he found but nothing he couldn't deal with.

"Oh, I'll be around, but just on the other side of the planet from where I figure you'll be setting up shop. I'm actually in school now, just on break doing a little buzzing before I buckle back down. Woo! Go Santraginus V U! Fighting ax'ecotls! Woo!"

Oh God, Otto thought, I've been rescued by a college student. Suppressing a dejected sigh, he asked, "How long will the trip be to Santraginus V?"

"Not too long, once I get the photon reactor going. It takes a little warming up on this bucket of corroded alloys," Bookwang gave the control panel a half-hearted tap of irritation, "Yup, I'm waiting to get one of those Infinite Improbability Drives I've been hearing about. They sound sweet." (4)

Otto thought about asking what Bookwang was talking about, but he was starting to develop a sense of when a certain subject was something he simply did not have even the mental background needed to understand. That grated something awful on his scientists' curiosity; he'd just have to deal with it until he'd been out in the Galaxy a while and soaked up some of the culture. In the meantime he settled into his chair, both he and the actuators gazing out of the dome at the perfect black dotted with tiny lights beyond. Billions of suns, with billions upon billions of different planets orbiting them. For the first time in months, Otto didn't feel alone. He touched his left breast pocket. And now, Rosie, I move on.

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(1): My first footnote, I feel giddy. Anyways- you can't prove it couldn't happen! And if you can, go outside.

(2): For more information on the horror that is everything Vogon, see chapter five of The Hitchhiker's Guide to the Galaxy.

(3): For more information on the Babel fish, see chapter six of The Hitchhiker's Guide to the Galaxy.

(4): I'll give you three guesses where you can find more information on the Infinite Improbability Drive. Hint: it's in chapter ten.

A/N: I have so much respect for each and every long-term Ock-writer now, it's not even funny. That Otto-angst is rough! Just four paragraphs of it and I'm like, "Okay, can we move on now?" Hope I did a decent job of it, though. I actually had a great time writing this; add to the list that I hope you enjoyed reading it half as much as I enjoyed writing it. Review please, I have a feeling there's at least one canonical error somewhere in the morass. Also I'd be happy to receive some alternate title suggestions. I tried to come up something clever and provocative, but that's all I got! But thanks anyway for exposing yourself to my special brand of insanity even if you'd rather not comment on the experience.