Blake hears the sound of two girls giggling and swivels her Faunus ears to focus in on the sound. One of the voices is definitely Ruby's, but the other one she can't quite place. She stretches closer to the window and wobbles precariously.

"Hold still down there!" she hisses at Weiss and Yang.

Weiss grips her calves tighter as she continues to sway on the heiress's shoulders, who in turn loses her balance atop Yang's. The human tower nearly topples; Weiss clenches her eyes shut, but Blake puts her hand against the side of the dorm building for stability and Yang widens her stance, lowering her center of gravity.

"Why am I in the middle? The smallest should be on top," Weiss complains through clenched teeth.

"Because Blake has the best hearing," Yang says. "At least you're not on the bottom!"

"Why don't we just use my runes? It would be-"

"I still can't tell what's going on from here," Blake interrupts.

With a squeak of surprise from Weiss, the Faunus jumps from her shoulders to a ledge just above them. The heiress flails and leans forward, too far for Yang to hold her in place. Her scream is cut short when Yang catches her in her arms.

"What was that?" A voice floats down from the window above.

Blake slaps herself flat against the wall like a shadow. Yang and Weiss do the same on the ground, the heiress curling up in her teammate's embrace to reduce her size. They all watch the window as Ruby's head peeks out, scanning the yard for the source of the noise.

"Ruby, it's starting to drip," the other voice calls after a moment.

"Oh! Coming!" Ruby disappears back into the room and her teammates collectively release their held breaths.

Blake takes this opportunity to slink along the ledge until she reaches the window sill. Ears flat against her head, she slowly inches into view and immediately ducks back down again. It was just a glance, but it told her everything she needs to know. Penny Polendina is sitting on Weiss's bed.

Penny Polendina is sitting on Weiss's bed topless.

Penny Polendina is sitting on Weiss's bed topless, with Ruby's face in her bosom.

Penny giggles and writhes beneath Ruby's lips as she licks whipped cream off her skin. Kneeling before the android, Ruby has her girlfriend's blouse pulled down beneath her dress, exposing her shoulders and all of her modest chest. A line of whipped cream tracing the ridge of her collarbone and the mounds of her breasts clings to her pale skin, dripping and smeared in places.

"Ruby, it tickles!"

The girl pulls back and licks her lips hungrily.

"It's all over you," Penny says with a laugh. Leaning in, she swipes a glob from her girlfriend's cheek and pops it into her own mouth with a hum.

Ruby bites her lip and winds her hands beneath Penny's dress to run fingers over the sides of her abdomen. The android girl flinches from the ticklish touch and laughs shyly.

"Keep your back straight," Ruby coos to her. When Penny complies and thrusts her chest back out, Ruby picks up the can of whipped cream again and sprays another line down the middle the android's sternum. With a grin, she dives back in to lip and lick at the sweet trail, deviating occasionally to suck at areas where the cream coalesced in thick, foamy wisps.

Penny whimpers and palms Ruby's forearms as the girl's fingers trace teasing patterns around her sides, dance up her belly, and ghost along the soft curves of her breasts. Everywhere Ruby's lips touch scorches with heat, yet it makes her shiver and her skin prickle with goosebumps.

Ruby often expresses amazement at her anatomy's fidelity - how she has all the parts that humans do, even the embarrassing ones; how her skin feels and how it reacts to touch exactly the way a human's would. It makes her unbearably happy knowing that she can give Ruby everything a real girl could, and that she can receive everything Ruby has to give. Her eyes flutter closed from the sensations coursing through her as Ruby works up through her cleavage with teeth and tongue, nipping once or twice at the sides of her breasts and leaving her skin damp with saliva.

When Ruby reaches her throat, she stretches up for a sticky kiss, transferring a smear of cream to Penny's face. She pauses for breath after they separate, before sliding back down to suck at the hollow of Penny's throat, her tongue flicking out at the melted whipped cream pooling there. The slurping sounds don't bother her as long as Penny enjoys it. She feels fingers curl into her hair and Penny's bosom presses forward more insistently, her back arching to get even closer.

Penny's lips quiver with barely suppressed giggles when Ruby's lips latch onto her collarbone again. The odd pressure of suction is such a strange sensation to Penny, feeling both pleasurable and ticklish. It's something she so rarely feels that she can only associate it with Ruby. Not that she would say Ruby sucks - she's come to understand that the word carries different connotations in that usage. Like 'love,' she thinks. Love is another complicated word. The more Ruby touches her, the more her thoughts seem to trip over each other or spin in unorthodox directions.

Ruby finds her head being pulled away urgently, Penny's eyes searching hers with sudden desperation. Despite the whipped cream sticking to her face, Penny doesn't laugh or falter.

"Ruby Rose. I love you." The words gush out of her before she can lose them in the haze of her frenetic thoughts. "By that, I mean you make me feel so much more than I ever thought- Without you, I don't know what- I-"

"Shhh."

Overcome with emotion, Penny struggles to find the right words. Ruby shushes her and gently lowers her to the bed, following her down to lie on top of her through the space between her legs.

"I know, Penny," she continues warmly. "You're the most loving person I've ever met."

Penny lets herself go still as her girlfriend leans down to kiss her, the taste of sweet cream and roses mingling on her tongue. Ruby periodically breaks away to murmur breathless adulations of her own, cutting each one short to continue the feverish kiss. Penny's arms wind around the small of Ruby's back tightly.

Eventually, she pecks Penny on the lips again, then the cheek, then she's trailing light kisses all down her neck. She loves how Penny squirms beneath her attention, and by now, the android is no longer able to hold still. Admittedly, her own hips are rocking urgently against the edge of the mattress, but in this position, she can feel Penny's every reaction - every shiver and twitch and shudder.

When she reaches Penny's right shoulder and nibbles lightly, the girl's back arches off the bed with a gasp of surprise. When she laps at the subtle swell of Penny's breast with her tongue, the girl's head turns to the side with a very human flush. When she envelops the tight bud of Penny's nipple and sucks like she's drinking through a straw, the girl's bosom convulses with laughter and her fingers tighten on Ruby's back.

Ruby lingers there long after the whipped cream has been removed and the only thing she can taste is Penny's flesh. When she finally leaves the hardened nub alone with one last flick of her tongue, she kisses over to the other side and repeats. Hers hand slide up Penny's nude torso to cup each breast, her left palming the first quivering mound as her lips find the other nipple. She grins against Penny's left breast, her face squashed into its softness like a pillow as laughter of her own starts to bubble up, Penny's mirth growing decidedly infectious. To stop herself from cracking up as badly as Penny, she pulls at the nipple with her lower lip and upper teeth, rolling it gently between them. All too soon, the taste of whipped cream vanishes and she reluctantly pulls away.

With a gratified sigh, Ruby sits up and examines her work. Penny lies pinned beneath her, copper hair disheveled and skin stubbly with goosebumps, her bare chest clean except for a sheen of saliva. Her eyes are half-lidded and gaze up at Ruby with giddy satisfaction. Ruby smacks her lips.

"Hmm?" Penny asks with a curious lilt to her voice.

"Nothing. Just thinking about how much I love sweets."

"Oh? We could get before the café closes, if we hurry."

Ruby just smiles and slides back down to nuzzle into Penny's embrace with a contented sigh. Her eventual answer is muffled by her girlfriend's cleavage.

"No need."

When the majority of team RWBY returns to their locked room, they find team JNPR with their ears pressed to the door - with the exception of Ren, who looks on with a disapproving glower.

"Oh hey guys, what are you-" Yang says as she approaches before being shushed by Pyrrha.

"Two girls are in your room doing something... noisy," Jaune says, pulling on his collar as if to cool himself.

"We already know," Weiss deadpans and they all look up at her in shock.

"We were... ahem."

"Spying," Blake fills in for her. Weiss crosses her arms and shoots the Faunus a look that says, You didn't have to tell them that much.

"Ruby hasn't been doing team stuff with us lately, so we kinda sorta thought we'd see what's been keeping her so busy." Yang grins as if invasion of privacy wasn't a big deal as long as it was your sibling's privacy. "And girl is it a shock."

"Do you think Ruby has a girlfriend?" Pyrrha turns and whispers to her teammates.

"Probably that robot girl that gets so excited around her," Nora shoots back, nodding.

Weiss forces her way between them and whips out her scroll. "Honestly, she can't go one day without being inappropriate, and she calls herself our leader?" She quickly swipes her device at the lock and it clicks open.

"Um, we actually have something to do!" Nora suddenly exclaims, pulling Jaune and Pyrrha away from the door as quickly as she can. Ren follows her as she drags her other teammates down the hallway and far away from the inevitable blast zone.

Weiss just shakes her head irritably and throws the door open. After one step inside, she flings a hand out to point at the room in general.

"Ah-ha!"

Ruby bolts upright with a surprised squeak and pretends that she didn't just have her face in Penny's cleavage. The android tries to sit up too, but Ruby pushes her back down and scrambles to pull her blouse back up. When that doesn't work, she makes another embarrassed noise and hastily throws a pillow over her girlfriend's chest.

"I-I can explain, guys!

"On my bed?!" Weiss practically screeches. Blake winces and claps her hands over her ears.

"You don't understand, Penny just had a-"

"A malfunction! I wanted to make sure my, um, mammary glands were functioning properly," Penny says, covering her mouth to dampen the hiccups that follow.

Ruby only grows more flushed at her girlfriend's lie. In a small voice, Penny adds, "Androids don't have mammary glands, do they?"

"At least use your own bed, for Dust's sake! It's bad enough that I don't get to fool around on my-" Weiss clams up immediately and sidles behind Yang, pushing the taller girl forward.

"Yang, let me explain." Ruby raises her hands palms-out with the best little sister pout she can muster, but the blond just marches forward, her expression completely blank. Growing fearful, Ruby ducks down over Penny as if to shield her girlfriend with her own body.

"It wasn't her idea, I swear-"

When Yang gets near enough, she pulls her hand back and swings it down to slap Ruby on the back roughly but affectionately, a laugh bubbling out of her.

"Congrats on getting laid, Rubes! This is so great! I can't believe you beat Weiss!"

Realizing that she judged the whole situation wrong - or at least part of it - Ruby looks up at her sister in awe.

"Well, I guess Penny's the one getting the action, but it still counts in my book. Taking care of your woman - that's my sister!"

"She eats nothing but junk food!" Weiss blurts, her cheeks puffed out in a pout of her own. When all eyes turn on her, the heiress's expression changes to surprise, as if she hadn't meant to speak aloud. "I'm just saying, it's not fair how easily Ruby keeps her figure. Maybe if I didn't spend so much time in the gym, I would also meet someone who-"

"Give it up, Ice Queen. My little sister got laid first and became an adult before you!" Yang laughs even harder than before, doubling over to clutch her gut as tears wet her cheeks.

"I- That's not-" Weiss turns bright red from head to toe. "This is all so inappropriate!"

"But so worth it!" Yang yells back.

Unsure of what to do now, Ruby and Penny look to Blake pleadingly. The Faunus, who had been leaning against the wall near the door, just looks at them with a tired but knowing expression.

"I have to admit, you've got some nice moves, Ruby." She offers a hint of a half-smile before closing her eyes and rubbing them wearily. "Please just go to a hotel next time."

Heya, so I'm not dead, surprise surprise. I've been busy with actual projects and it seems I can only stay focused on fanfiction long enough to pump out a short smutty one-shot every other month... I have a bunch of new fics planned, and plans to one day get back to A Minor Heart Flutter, Diagnostics, and Oreos & Honey-Milk (which will feature Nuts and Dolts despite focusing on Monochrome!). Oh yeah, and there was that sex-bot!Penny AU chapter I wrote and never published... So many ideas, so little time to write them.

Ah, anyway, I hope you enjoy this. It was great fun to write!

-yurImperial