Fry snuggled into the warmth behind him. His fingers tangling in the hand over his waist, relishing in the early hours before work.

It took a moment for Frys mind to catch up and to know that's a human hand holding him, not a metal hand. He turned, seeing a man about his age, dark hair and fast asleep, his arm around the waist. Fry screamed, sitting up and holding his lamp as a weapon, cursing himself for not taking Leela up on her self defense training.

The other woke up, just as startled, yelling as well. His voice familiar but different. Fry yelled. "Who the Hell are you?! What did you do with Bender?!" The man held out his arms in self defense, almost glaring but trying not to be but the torrent of emotions of all over the place. He should have known this would have happened. "Fry it's me, Bender!" "Shut up! Benders a robot! What did you do with him?!" "For the love of God fry, it's me!" Fry was starting to get terrified. Who the hell was this? Where was Bender? Did this man do something to him?

Fry yelled, hitting him with the lamp, breaking the bulb in the process. "What did you do with Bender?!" The man cried out in pain, holding his head, trying not to get distracted by the blood. "Fry, it's really me, Bender! I went to the professor, he used his reverse thingy on me and made me human, for you!" Fry glared as he held the lamp up. "Then tell me something only Bender would know about me."

"You still only have $20 saved in your sock retirement." "Not good enough. Everyone at work knows that." The man was starting to look between scared and angry. "Uhh you super sensitive around your nipples." "Amy and Leela both know that, try again and it better be a good answer before I call the police."

The man swallowed, thinking, looking away. "You have nightmares. You have nightmares of your mom and dad, of them telling you you left them, that you killed Seymour and I calm you down, normally with sex but sometimes we'll just watch All My Circuits." The man dared to look up when it was quiet. He saw blue eyes watery, the hand holding he lamp trembling. "Bender?" The man stood, swallowing. "Surprise?...uhh sorry. I wanted this to be special but I kinda ruined it. But yeah, I went to the professor and he used his reverse thingy on me. It took a few weeks to get used to this body which is why I kept avoiding you whenever you called or asked for me."

Fry dropped the lamp, running to Bender, hugging him. "Oh my god, don't you ever scare me like that again. I thought something happened to you. Something bad."

This was one sensation Bender hadn't gotten used to: skin on skin contact. Feeling his warmth though clothes. Bender wrapped his arms around Fry, inhaling his scent of coffee and pizza. He was never able to smell before but now he couldn't imagine Fry smelling as anything else.

Three weeks earlier

Bender was growing more and more terrified with his new found mortality. Although his relationship with Fry was going great, it was hard. He was always scared something would happen. He was scared he would forget he is only mortal and do something stupid.

He went to the professor, shaking him from his sleep. "Professor you gotta make a man outta me!" The professor adjusted his glasses. "I know just the thing!" He got up, his bones creaking as he walked over to a desk drawer, opening it, pulling something out and billowing the dust off. He handed it to Bender.

Bender glared. "A VHS tape of Mulan!?" "If anything will teach you how to be a man, this is it! It might be ancient but its teachings isn't." The professor got into a karate pose, doing a few weak punches, breaking a glass.

Bender growled, throwing the tape over his shoulder. "No, I mean make me a real man! I'm tired of my mortality as a robot. I might as well be human. Can you use the machine that was in the what-if machine and make me human professor?" The professor sighed. "I suppose I can break the laws of science one more time."

Once the painful process was over (seriously, Bender isn't sure he's ever felt such agony. Bones and muscles being Stretched and made) he had to get used to basic human function. Like Bladder control and hunger without over eating to your death.

Bladder control he was most worried about. It took him nearly two weeks to become accustomed to the feeling of having to use the restroom and to use a restroom. He wasn't going to Fry wetting his pants. He stayed away from alcohol, knowing it was now pretty bad for his human body. He did research on food, bodily functions, how sex would work now. He'd always been aware humans had sex but never knew the details of it.

As a robot it was useful and fun to shove it in humans faces that he could drink all he wanted and not die. Well, that's changed and honestly he's ok with that.

Scent was new. He could smell Zoidberg from the next room which wasn't pleasant, he could smell food being delivered and he startled himself with his first sneeze, nearly shitting himself. He was rather proud he didn't.

And walking was a challenge the first day, his muscles fresh and new and unused. It only took a few hours to get them working properly. Then was muscle control.

And on top of it was the pain. His body was so sore it hurt to just walk but according to the professor it was normal. His now human body went though a bit of trauma and the soreness should go away on its own the more he grows accustomed to it.

He stayed hidden with only the professor coming to check on him every few hours, giving him food and drinks to get his body running properly.

It was hard to keep Fry away. Every time he would call he would either ignore it or send it to voice mail. Now with actual emotions and not just computer simulated ones, the guilt he felt for lying to his boyfriend was worse. One voice mail nearly brought him to tears, Fry worrying himself thinking he left him or is cheating. He's had to call and explain something came up at work and he wouldn't be home tonight. Or tomorrow. Then when it got that far the professor normally came in, getting Fry off the phone or shooing him away from that particular part of planet express.

But now that fry was in his arms, feeling his soft skin on his, he wanted to cry with relief. He missed his meatbag. But he had to be strong because Fry was sobbing into his neck, holding him tight enough to hurt. Bender had to pull him away. Fry sniffles, wiping his eyes. "I thought something happened to you. You wouldn't pick up my calls, you left me vague answers, the professor kept shooing me away, I thought you were having an affair or the professor finally snapped and killed you for your parts." He slapped Benders new face, making the new human cry in pain. "Don't you ever do that to me again."

Bender was still in a lot of pain from the slap. He didn't have a pain tolerance just yet. Fry worried, seeing the man still holding his face. "Are you ok? I didn't slap you that hard did I?" "Probably not but this skintube is still brand new, it hasn't worked up a pain tolerance yet." Fry nodded, swallowing the lump in his throat. "Sorry. I was just so mad. And worried. " Bender sighed, the pain wearing away. "I've had worse." "Is it ok if I kiss you now? I just missed you so much." Bender raised an eyebrow. "Why would you have to ask? I'm your boyfriend, remember?" "Yeah but your body is brand new, I wasn't sure if it was ok or not." Bender smiled, wrapping Fry close to himself. "You don't ever have to ask." Fry was all wide blue eyes as bender leaned down, pressing his new lips to his lovers.

Bender wasn't expecting the sheer pleasure that came from just kissing. He was a few inches taller than his boyfriend so he had to lean his head. Fry kissed back, more experienced right now than Bender had been his entire life. As much as it felt amazing he took Frys lead, not wanting to disappoint him.

Once fry opened his mouth and let Benders new tongue in, oh Bender was putty in the red heads arms. He moaned, holding him closer, feeling his body tingling with excitement. It was electric and wonderful but had to pull away when he felt his pants tighten. Fry was smirking softly while Bender was still getting used to this. "That's normal Bender." "I know it's normal, just...new." "Did you want to do anything about it?" Bender shook his head, holding onto Fry like a lifeline. "no. It's all a little too much right now." fry nodded. "lets just get to work. It'll help you get used to everything."

When they walked in Amy was the first to notice the new guy. "Hey, who's the stud-muffin?" Fry held Benders arm, glaring at Amy. "This stud-muffin is my boyfriend, bender." Leela crossed her arms. "How do we know it's actually bender? Can he prove it? And how is he human? I thought it was impossible for a robot to become a human."

The professor shuffled in. "Not impossible in the least. Just breaking a few laws here and there. Bender came to me wanting to be human." Leela was skeptical. "But why would he want to be human in the first place? didn't he always hoard it over us how robots are better in every way?" Bender shrugged. "Well that was before I found out I don't have any backup unit. I'm as mortal as you guys and I got a little paranoid that I would forget and do something stupid. I wanted to make sure I don't do that. Having a skintube reminds me I'm just mortal. I wanted to make sure I stay here, for fry." Bender looked over at Fry who was smiling, holding his hand tightly. Both girls awwed at the moment until the professor interrupted. "Yes, yes, enough of this vomit inducing sap. We have a package to deliver!" Leela turned. "where are we delivering to?" "planet Niptune. It's a nudists planet where currency is sex." Amy perked up. "Sounds like you might need an extra hand." She said as she gave a wink to Leela who rolled her eyes. "Oh lord, just what are we delivering?" "oh various things. Vibrators, condoms,lube. The latest in their technology on the planet and it's going to be shown at an expo on it. So no shenanigans!"

While they loaded the boxes into the ship Bender had a few ideas. Once they were in orbit, traveling to the planet he snuck into the back, opening a few boxes, taking a few things, reaching at his chest. He stopped, realizing he doesn't have a chest cavity anymore, stealing and looting would be a bit difficult but nothing he can't work though. He grabbed a vibrator/dildo, a few condoms and bottles of lube. He put them in his pockets, trying to look innocent, glad that Leela and Amy were having an argument and fry just watching them. He snuck past, going to he and fry's sleeping quarters, placing them in his hammock with a chuckle. "oh this is gonna be a fun trip."

He was feeling a bit more prepared than earlier this morning, feeling more confidant. He walked out to the rest of the ship. He walked behind fry who was watching the argument. He wrapped his arms around fry. Fry yelped but chuckled when he saw bender. "oh it's you." "Lets ditch the broads and relax. I wanna feel how it is to snuggle." fry melted. "Sounds nice, lets go."

Once the door shut Bender pinned Fry to the wall, crashing his lips. Fry yelped but melted into the kiss, wrapping his arms around his shoulders. While bender assaulted his lips, his new flesh hands traveled all over. Feeling Frys arms, gripping his ass, feeling his red headed boyfriend harden quickly against his thigh. When he pulled away to breath fry looked dazed. "Whoa, bender, whats all this about? I thought it was too much right now?" "well I changed my mind. I'm feeling confidant and a little frisky." "You stole the items didn't you?" Bender just grinned. "You know it baby." bender started kissing his neck, his hand traveling inside fry's jeans, taking a hold of his hard cock. The red head gasped, melting as Bender stroked him. Fry moaned. "Clothes…off." He didn't have to tell Bender twice as he quickly took fry's shirt and jacket off, his jeans and underwear following. Fry helped as well, getting Benders shirt over his shoulders and to the floor.

Bender held fry close, relishing in the feeling of skin on skin, grinding against Fry's hard and leaking member. It took all the willpower Bender had not to come right then. Thankfully it was defiantly something he became familiar with during his recovery. Bender pulled away before he came, catching his breath. "Turn around, hands on the wall." fry didn't make any kind of comment or police joke. He was so dazed with pleasure he did as was told, turning, his ass on display as he caught his breath. Bender bit his lip, gripping an ass cheek in each hand. Fry moaned. "Bender, stop teasing…" "Oh I will tease all I want because we have a customizeable vibrator. I can make it vibrate as much or little as I want." he grinded himself against his lovers ass.. "How would you like that? I can make it pulsate, make it feel as thought you're getting fucked by my nice fat cock."

He felt Fry tremble, whining. Bender chuckled, kissing his back before moving away to get the lube. "You know fry I'm technically a virgin. Being a robot I never had a penis so I'm not sure how intense this will feel." Fry chuckled breathlessly. "It's the best feeling in the world." Bender grinned,getting some lube on his fingers, inserting one quickly. Fry moaned. "Oh god.." Bender suckled at his neck while he prepared him. "Gotta get you all nice and wet for me." Fry moaned, high and whiny in his throat as Bender continued to finger fuck him.

When Bender deemed him nice and stretched he got the dildo, lubing it up before slowly inserting it inside his boyfriend. Fry gasped, gripping the wall best his could as he felt the soft, human like plastic enter him. "ooohh Bender…oh god…" Bender grinned, still moving it inch by inch. "Yeah, you like this huh? Dirty slut." When it was flush against his ass Bender got the remote, pressing a few buttons while fry squirmed, wanting more friction, more movement..

Bender smirked when he pressed the green button. Fry gasped, feeling the vibration. It was as bender was talking about. It pulsated,like something was fucking him but they wern't. And it all went straight to his prostate. He moaned and writhed, being pretty loud and Bender loved it, hoping Leela and Amy could hear.

"Oh god bender, I'm gonna come!" He whined so high pitched, his hands failing to hold himself up, his hands sweaty. Bender came out of his gaze and held fry, holding the vibrator in place. "Good, gonna see how many times I can make you come tonight." Fry nearly screamed, his come splattering against the wall.

He barely had time to recover as the vibrator was ripped out of him and a real cock pushed inside. He cried out in a daze of overestimation. Bender gasped, holding fry as he felt that tight heat engulf him. He had to stay still a moment before he broke a promise to fry. He wanted tonight to be wild and long.

Both moaned in unison as Bender moved, ruthlessly, not giving fry time to recover or adjust from his first orgasm. Fry was in a head-space of pleasure, whining and whimpering, feeling another orgasm build quickly. It came and washer over him, causing him to tense up as he cried out. Bender felt his orgasm come up on him very suddenly when he felt fry tense up. He moaned, crying out,holding fry close as he spilled his seed deep inside his lover.

They both collapsed on the floor, holding each other as they catch their breath. Bender held fry close as he caught his breath. "fry you were right…that is the best thing in the world." fry chuckled weakly, nearly falling asleep in benders arms. "so you really did all this for me? You wanted to be human for me?" "well yeah. What other reason would there be?" fry smiled, holding him close. "I love you bender." Bender smiled, inhaling the scent of fry's hair. "I love you too meatbag."