"I like your new legs."

Penny looks over at Ruby, who's running her hands along the glowing strip on the side of her leg. She's sitting on her friend's bed with her legs draped over Ruby's lap and leaning against the wall.

They had made a plan to watch a movie together while the rest of Team RWBY were still out on missions. As Ruby had told her that it was a crime that she hadn't watched one of her favorite childhood movies.

"You do?" Penny looks down at her legs, at how much more bulky and robotic they are. She's been wondering when someone would comment on them since they arrived in Atlas. Only Ruby knew what she was before, and she was afraid that the others would treat her differently, more like how the Happy Huntresses do.

Penny is suddenly taken out of her thoughts by Ruby's voice, "Yeah, they're really cool!"

Then Ruby looks up, smiling at her, and Penny can suddenly feel her internal cooling systems kick on. Without realizing it, most of her processing is taken up by examining the girl in front of her.

"Penny? Are you okay?"

Penny blinks to clear her eyes of scrolling text, realizing that she's zoned out again and completely forgotten to respond to Ruby, "I'm fine."

A hiccup escapes her mouth, and if she were capable of blushing, the narrow-eyed stare from Ruby would cause it, "It's only a minor glitch. My father can figure out the issue later."

"Are you sure?" Ruby looks at her worriedly.

Penny nods and an easy smile makes its way onto her face, "I am, but thank you for your concern...and thank you for complimenting my legs."

"Of course!" Ruby turns her gaze onto Penny's legs again, "It wasn't a weird thing to say, was it? I won't talk about them if it's uncomfortable for you."

Penny shakes her head, her smile brighter, "Oh no, I don't find it weird at all! In fact, it makes me very happy to hear you ask about them!"

Penny reaches over and gently grasps Ruby's hand, "Many people do not trust me because of what I am, but you and your team do. You treat me like a girl, and I'm so thankful for that!"

Her face turning red, Ruby can't help but smile while staring at her and Penny's joined hands.

"However, I'm not like other girls, and I don't have a human body. I'm made of metal and I run on electricity, and I like it. It feels like me."

Ruby's eyes widen at Penny's words, and she asks, "So when we avoid talking about you being a gynoid...?"

"I know that it was not intentional, but it felt like a part of me was being...ignored." Penny stares down at her lap, avoiding Ruby's gaze.

Seeing the saddened look on her friend's face, Ruby shuffles out from under Penny's legs and pulls her into a hug, "Thank you for telling me."

Penny hugs her back, squeezing her a bit more tightly than is comfortable, "Of course I...I trust you."

The room goes silent, only the sound of Ruby's breathing and the faint hum of Penny's internals. Kneeling there, with her body pressed against Penny's, she's suddenly aware of just how soft Penny's more humanlike torso and arms are.

"You're so soft..." Even if her face feels like it's burning, Ruby chases the feeling, buries her face in Penny's neck, and pulls her body closer to Penny.

Feeling Ruby pressing against her so closely, and in such a prolonged form of physical contact, Penny's processes slow to a crawl. Her every thought is once again devoted to cataloguing the sensation and feeling of the moment.

When she realizes where Ruby is sitting, Penny's mind becomes overrun with scrawling text and imagined scenarios-

"Ruby?" Penny suddenly says, the word sounding distorted as she interrupts her racing thoughts.

Lifting her head in worry, Ruby meets Penny's eyes, "That didn't sound normal, is that glitch messing with you again?"

"You're sitting in my lap." The distortion is still there, but lessened.

Ruby looks down and realizes that she's straddling Penny, a squeak coming out of her mouth, "OH! I guess I'll get off of you!"

Trying to get off of Penny, she ends up hitting her head on the overhead bunk and nearly falls over onto the floor. Penny quickly grabs her by the waist and pulls her back onto the bed, straddling Penny's lap again.

"Are you okay?!" Penny exclaims, bringing her hands up to lift Ruby's head and examine the injury.

"Penny."

"How many fingers am I holding up?"

Ruby grabs Penny's hand and pushes it down, "It's just a little bonk on the noggin, and my Aura has already taken care of it. I'm okay."

After about half a minute of her silently staring, Ruby tries to get her attention, "Penny?"

"I didn't want you to leave." Penny responds, looking at the spot on Ruby's head that got hurt.

Ruby blinks, finally settling herself down into Penny's lap, her cheeks flushing again, "You...didn't?"

"I enjoy...hugging and touching you...a lot. It was extremely nice, but as far as I know, friends do not...do this."

Ruby cups Penny's cheek, causing her to move her gaze down and meet her friend's eyes. A small, unsure smile forms on Ruby's face, "We both enjoy it, and I think that's all that really matters."

"But," Ruby lowers her hand from Penny's face, "We can also just watch the movie and not talk about this anymore."

Penny stares up at her and slowly rests her hands on Ruby's hips, "I would like to do more of this...to touch you more."

"Oh." Ruby's face burns, "I want to touch you too...I-...Would it be weird if I said that I've been wanting to touch your body for a while? Like, all over? You're very squishy."

Penny's hands slide under Ruby's pajama top, resting on her bare skin, "I have been very curious about your body as well. However, I did not think that you would ever allow me to examine you."

"I don't mind." Ruby squeaks out, placing her hands on Penny's shoulders to stay steady.

The hands under Ruby's top begin gently caressing her sides, causing a shiver to go down her spine. Penny inspects her friend's flushed face with a giddy smile, "Would you like to go back to what we were doing?"

With Ruby's nod of assent, Penny slowly but firmly pulls her friend's body flush with her own. She feels the telltale sound of her internal cooling going into overdrive as she allows herself to be consumed by the sensations of Ruby.

Feeling herself pressed so close to Penny and nearly trapped in her arms, Ruby's body relaxes, and she begins nuzzling the girl under her. Even so, her heart hammers in her chest, and it only gets worse when she suddenly feels Penny's hands wandering along her body.

Ruby places a hand on one of Penny's in surprise, and the hand freezes under hers.

"Should I stop?" A distorted-sounding voice comes out of the worried gynoid once again, and Ruby takes a moment to breathe before she pulls her hand away.

"You can keep going."

Penny's hands continue moving, gliding along the outside of Ruby's clothes. They go lower and lower until they stop resting on Ruby's behind. Ruby takes a moment to think about what she and Penny are doing before Penny moves on, her hands moving toward her hips.

An appreciative hum makes its way out of her mouth when Penny begins moving her hands upward, a gentle squeeze or rub here and there.

So caught up in Penny's ministrations, Ruby doesn't stop herself when she begins grinding into Penny. She suddenly freezes when she feels Penny's hand travel down toward her crotch.

She lets out a shuddering breath when Penny runs her hand along the bulge in her pants.

"You have a penis!"

The sudden exclamation of surprise from Penny causes her to burst out into laughter. When her laughter dies down, she sees Penny's confusion, "I'm sorry for laughing, I just didn't expect you to say that."

"I did not expect you to have a penis."

Ruby snorts, and another laugh bubbles out of her chest. She lifts herself off of Penny and gives an apologetic shrug, "It didn't seem important. I didn't think that this would happen."

Penny begins removing her hands, but Ruby grabs them and holds them in place, "I trust you. I wouldn't be doing this if I didn't want you to. I enjoy being around you and hugging and all of what we're doing now, because I like you."

"You do?" Penny's eyes widen, enraptured by Ruby's words.

"Of course I do!" Ruby incredulously blurts out, "You're amazing! You fly around, swing around a dozen swords, and shoot lasers! You! Are! Beautiful!"

She's then caught off guard by a sudden sense of vertigo as Penny effortlessly lifts her off her lap and drops her down on her back in under a second. She's only barely able to process that before Penny's on top of her, kissing her.

Ruby's unable to stop the quiet moan that comes out of her as she begins kissing Penny back. It's nothing like she would have imagined her first kiss to be. It's messy and a little painful sometimes, both because of Penny's strength and their inexperience, but she also feels like she's going to cry with how happy she is.

In the end, Ruby has to stop kissing Penny, not because she wants to, but because of her all-too-human body.

Penny feels Ruby pushing her off of her, and pulls away from her with an apology on the tip of her tongue. She doesn't get the chance to speak because Ruby is gasping for breath under her, her hand held up and indicating for Penny to wait.

In the meantime, she begins to check Ruby's vitals to make sure that she's-

"Needed-" Ruby inhales, "to breathe," she exhales.

She aims a dopey smile up at Penny, still catching her breath, "I wanted to...keep going, but...I can't hold my breath forever."

A smile matching the other girl's makes its way onto Penny's face, with relief flooding her system, "...You liked it?"

Ruby vigorously nods her head, and she giggles at how excited Ruby looks.

Then her eyes drift down to Ruby's exposed midriff, and she's placing her hands on her friend's abdomen before she can stop herself. Looking up, Penny meets Ruby's eyes, unsure of doing anything further without Ruby's permission.

Wordlessly, Ruby grasps Penny's hand in her own and guides it up under her shirt. Even as she does this, her hand shakes, both wanting Penny to go farther and extremely nervous about it. Nervous about where this is heading.

However, seeing the wide-eyed stare on Penny's face, the same one that she had when she first kissed Ruby, she feels her nervousness pushed to the side. Instead, she focuses on the growing smile on Penny's face as Ruby leads her hand up her chest.

Ruby giggles when she stops Penny's hand on her breast, and the gynoid lets out a small sound of amazement, "Ooooh, that is different!"

She's pleasantly surprised to find that she enjoys it when Penny begins squeezing her chest. She loses herself in the feeling of Penny's ministrations and the weight straddling her hips. Even through this, her eyesight remains focused on her friend's face.

When Penny looks up from Ruby's chest and notices Ruby staring at her, she pauses, "Is there something wrong?"

If it's at all possible, her face flushes further as she quietly answers, "I like seeing you happy. Y-your smile is very...cute."

"Oh! Thank you!" Penny leans down and captures Ruby's mouth in another kiss, one much shorter this time. Caught off guard, Ruby's left speechless once again.

"I enjoy your smile as well! It's one of my favorite things to see!"

This time, Ruby initiates the kiss, swiftly pulling Penny down to meet her lips. She savors the way the hum coming from Penny grows louder.

Penny pulls away from the kiss earlier this time, a bright smile lighting up her face. The movement causes her to rub against Ruby, once again reminding herself of just how hard the girl under her is. Ruby's breath hitches, and in a panic, she grabs Penny's hips to hold them in place.

"Sorry! You moved, and it felt good, and I kind of want to do a lot more of it, but I'm not sure you even want to do that kind of thing, and I don't want to make you uncomfortable because I'm horny!" She's left panting and staring up at a surprised Penny.

Pulling Ruby into a hug, Penny kisses Ruby on the cheek, "You're not making me feel uncomfortable! I may not get horny like you do, but this is still very exciting for me, and I enjoy seeing you happy! I don't mind doing sexual activities with you. The noises that you have been making are very cute!"

Penny lifts herself up to look at Ruby, who has tears running down her cheeks.

"I love you." The words escape Ruby's mouth before she can stop them. Her dread only becomes more overwhelming as Penny sits above her, frozen.

Then, suddenly, the faint hum coming from Penny grows as the gynoid attempts to respond. Only a distorted mess of sound comes out of her mouth.

Ruby wipes her face, her concern for her friend overpowering whatever feelings she has, "Penny? Are you-?"

The gynoid suddenly collapses, and Ruby has to quickly lift up her arms to keep Penny's body from falling onto her.

Seeing that her friend is unconscious, Ruby nearly uses her semblance to take Penny all the way to Pietro's lab.

However, since she has no idea if using her semblance on Penny would make her worse, Ruby decides to instead lay Penny down on the bed and try to call Pietro.

"Ruby..."

She twists around, her scroll in hand, and uses her semblance to almost instantly materialize next to Penny, "You're okay?!"

She finds wide eyes staring up at her and realizes that she's nearly on top of Penny again. Sheepishly, Ruby backs away to give her friend some space.

"I'm perfectly functional!" Penny then chooses to stare at the ceiling instead of Ruby, "However, I do apologize for...crashing. It's not something that's happened in years, since I was first built."

Ruby blinks, "Like a computer? Why did you crash?"

"You told me that you love me!" Despite what happened, Penny looks ecstatic as she sits up to stare at Ruby.

With a nod, Ruby's face flushes, "I caused you to crash?"

"I felt happy, and I wanted to hug you and kiss you and do a million other things, and then you started talking to me, and I tried to say that I love you too!!!!"

"You did?" Ruby squeaks out.

Penny nods vigorously, but continues talking, "My system couldn't handle all of that at once, so I ended up crash-!"

Ruby suddenly pulls Penny in for another kiss, holding onto the other girl like a lifeline. She pulls away from it, giggling at Penny's surprised expression.

Instead of anything that Ruby would have expected Penny to say, she eventually blurts out, "I should get a hardware upgrade."

It sends Ruby into another giggling fit, with Penny quickly following behind, and the two of them end up lying next to each other as their giggles die down.

...

"Maybe I could get a vagina! I think that I would like that!"