Title: Overcoming Obstacles

Rating: M

Summary: Krayonder helps Up overcome his feelings of inadequacy after losing an important part of himself… literally.

A/N: It's smut. If you don't like it, don't read it. I've had enough about people complaining that I shouldn't write about real people, so I wrote this instead.

I see nothing wrong with writing about real people, for the record.

Overcoming Obstacles

The Starship had been eerily silent all evening, or day it was sometimes hard to tell what time it was when you were floating in space. Up lay on his bunk, staring up at the ceiling and toying with the idea of treating himself to a bubble bath. His heart felt heavy and over cumbered, his mind a flurry of doubts and sadness. His talk with Bug had made him feel so much better, yet now, once again the feelings began to creep up on him. Was he really a worthwhile human being? With his half robot body, was he even still considered human?

"You are a worthwhile person. You are a worthwhile person…" he chanted to himself, but even as the words left his lips they felt hollow… meaningless. In his left hand he held the mirror that was supposed to be helping him… but right now he couldn't even bring himself to look at it.

There was a light knock on the door and he sat up quickly, trying to appear calm and collected.

"Yes, come in!" he called out, stuffing the mirror under his pillow.

The door slid open slowly and Krayonder's head peaked in.

"Hope I'm not bothering you, Commander" he said quietly.

"Not at all soldier! Come on in!" Up said happily. Seeing people for some reason made him feel better, and right now he didn't feel much like being alone. He patted the bed beside him and Krayonder sat down. His heart fluttered in his chest and the way Up looked at him, like he was giving him all the attention in the world, made him even more nervous. He had really only come to his room to ask him a question, but there was a look in the Commanders eyes that told him something wasn't quite right.

"Commander… forgive me for asking, man, but… Is everything ok?" Krayonder couldn't bring himself to look into Up's eyes. He had experienced so much with this man over the last few days, he knew that the man hadn't truly gone soft, but he was definitely a different person now.

Up studied Krayonder's face for a moment, watching his nervous eyes dart around.

"No, Son, No, I'm afraid it's not…" Up finally divulged. There's weren't many people that he told about his unfortunate accident in the robot wars, but he felt he needed to talk to someone, to open up and share what he was feeling. The story came out in sort of a rush, though he didn't mean to. The day was just wearing down on him and Krayonder was possibly the only person he would be able to tell of us this to today.

"Whoa…" Krayonder replied after Up had told him everything. He couldn't help his eyes wandering southward, over the lap of Up's pants, wondering what a man would look like without his… jewels.

During the story, Krayonder had slipped his arm around Up's shoulders, comforting him in his moment of need. The gestured was just meant in a friendly way, but Krayonder could feel something stirring inside of him that suggested something else.

"Whoa is right, Krayonder" Up replied at last, "And since then I haven't been able to… be… with anyone… sexually… Because I'm afraid they'll make fun of me…" Up's lip trembled slightly before he remembered himself and tried to laugh it off. "Thanks for being a pal!" he chuckled and lightly punched Krayonder in the arm.

Krayonder didn't laugh though, he brought himself to look directly into Up's eyes and he said, "You don't need to be afraid. You are a worthwhile person, and anyone who doesn't think so isn't worth the time worrying about it."

Up looked back at him, "You mean it?" his voice quavering just a touch. Krayonder nodded and he slid of the bed, positioning himself in front of Up. His hand reached forwards to hold Up's cheek, cupping it lightly in his hand. "You are a worthwhile person" he said again.

"Krayonder!" Up said happily as he pulled the other man towards his chest, locking him in a tight embrace.

Krayonder felt himself stiffen at the sudden gesture, but after a moment he relaxed and molded his body against the sculpted perfect of Up's, reveling in the warmth of his body, even If only half of it was human.

"You feel all human to me" Krayonder turned his head to whisper in Up's ear. The warmth of his breath sending a wave of goose bumps over the back of Up's neck, causing his hair to stand on end. He shivered and felt Krayonder's hands sliding down his back. As he pulled away slightly, Krayonder's lips found his and they met with an odd tingly sensation, almost like a static shock.

Up pulled himself back slightly, separating their lips, "Krayonder… I…"

Krayonder wasn't listening, and as his hands slipped around to Up's front and down his waist, Up forgot was he was saying. His curiosity had become too much to bear and he wanted to explore, letting his finger tips glide down over Up's strong thighs and back up again, coming teasingly close to the suddenly stiffening organ in the other mans lap. Slowly his hands grazed over the bulge, causing Up to moan unconsciously and twitch. His chest rose and fell heavily as breathing became more difficult the more his excitement grew. With nimble fingers, Krayonder eased open the belt buckle and zipped open the fly, letting his touch linger whenever it made contact with remarkably fast growing bulge. Shifting towards him, Krayonder brought his lips up to his Commander again, kissing him forcefully enough to cause him to lean backwards. Up fell back onto his elbows and Krayonder's lips left his, trailing smaller kisses down the side of his cheek, his neck, his chest, his abs, his waist… His tongue darting out just above his pubic area, tasting the bittersweet, salty flesh. Krayonder trembled with anticipation, his mouth watering and his heart hammering in his chest.

Up let out a throaty groan as his erection pressed uncomfortably hard against his trousers, begging to be released. He let all of his inhibitions slide away, too caught up in the moment to care what anyone might think. Reaching up he placed his hand in the gentle curve of the back of Krayonder's neck, silently urging his to continue.

Krayonder licked his lips expectantly and slipped down Up's trousers and boxers, springing forth the now throbbing length. He let his eyes roam over it appreciatively, taking in its shape, impressive and nearly overwhelming size, the delicate soft color. His gaze lowered more to the empty space where his testicles would have been. The skin smooth and bare, flawless save for a thin line of a scar where he assumed they sewed him up. He brought his mouth down and let his tongue trace over the scar. Up let out a gasp of surprise at the delicious warmth of Krayonder's mouth. He let his tongue glide back over the scar once more before it meandered its way up, swooping around the length of Up's cock towards the head. His lips delicately pressed against the tip, kissing it before taking it into his mouth, his jaw craning to accommodate the intense girth.

Up balled his hands up into fists, unaccustomed to the exquisite sensation. His eyes closed lightly and he moaned loudly as Krayonder's tongue spiraled around the tip of his length and his lips suckled gently. His mind began spinning as Krayonder slid his mouth up and down around him, waving his tongue across every ample inch.

Krayonder's left hand grasped the base of Up's cock and massaged as his right hand gripped onto his thigh. His rough calloused hands worked skillfully over the supple flesh.

Up could feel the pressure building up, the volcanic intensity mounting between his legs so fast and strong that his legs began to tremble. The muscles in his thighs twitched and spasmed as Krayonder steadily increased his pace; applying just enough tension to send chills through is body.

"Oh Dead God…" Up murmured as the overwhelming bliss cascaded over him as he reached his peak. His entire frame quaked as his released rocketed through him, the sensation so consuming that the edges of his vision became blurred and stars danced before him. His hands grasped the back of Krayonder's head, forcing him to take the astounding member all the way into his throat. The muscles of his throat contracted around the length as he struggled to swallow the unbelievable amount of hot liquid pouring into his mouth. He dug his nails into Up's thigh as he breathed heavily through his nose, letting the flavor of Up's seed swim around his mouth.

He held himself there until Up began to go soft in his mouth and his grip released from the back of his head. His jaw ached and the muscles in this throat felt tired and weak.

"You are a worthwhile person" Krayonder whispered, looking up to meet his Commanders gaze before, pushing up off the floor and walking out of the room.

Up pulled his pants back into place, and lay back on the bed once more, eyes focused intently on the ceiling. He hand stretch up and under the pillow where his fingers located the small mirror he had placed there. He held it over himself, happy to see his own face smiling back at him.

"You are indeed a worthwhile person."