A/N: warning, blah blah smutty smut smut. You've been warned.

When P-body woke in her chambers, the first thing she noticed was how cold it was. It was weird, she had never felt cold ever before… Her outer layer felt scrunched up; that was weird too… since when did she have skin? Or the ability to feel cold? And why did her body feel so light and fleshy?

P-body's eyes snapped open. Realizing something was amiss, she immediately sat up with a gasp. Her hands flew at her head, and she groped around, trying to make sense of things. Where her normally smooth and egg-shaped core would have been, she felt squishy flesh and a softer long material on top. As her hands ran down her face, she noticed the addition of several features that were not normal. For one, she had a second optic (which wasn't too terrible; her sight range was significantly improved from it), and then she had a strange bulge underneath it that took in air when her chest moved. Under that was a strange opening, but it wasn't really an opening. Or was it? P-body opened her new mouth timidly. What WAS that? She stuck her fingers inside and felt around. It was wet and warm, and had the strangest protrusions she'd ever felt… and a weird slimy muscle-like structure… she didn't know what to make of it…

She pulled her hands away from her face and looked at them. They were small and dainty, not like her three-digit hands from her old body. But she felt something fluttery when she noticed not three or four, but five digits on each hand. Her mouth curved upwards; just wait until she showed Atlas…

Atlas?

Her head jerked around the room, seeking her constant companion. He wasn't there…

P-body frowned. She felt a certain longing within her. Where was he? Was he okay? Would she see him again? She didn't like being separated from him.

Her mind raced to anything she could remember before she woke up here.

Yes, that's right; she and Atlas were trying to finish a test chamber. She had tried her best to help him, but he was so headstrong that she found it difficult to approach him; he usually had the answer found, and only needed help with portal placement. Whenever she did though, she would feel something akin to joy, or pleasure, or…she couldn't find the right word. But she felt it, and it drove her to want to do the craziest things. Like tackle Atlas to the ground and gyrate her body against his.

P-body felt heat in her face, but ignored it.

She didn't know the reason for her strange urges. She couldn't communicate to GLaDOS properly to ask about them, and she sure didn't want Atlas to know. So she would shoot portals around aimlessly whenever they were stumped by a chamber, trying to fight whatever strange things her body wanted her to do whenever she and Atlas got stuck on a room that took too long. Sometimes, as she did this, she would catch Atlas staring at her. Why? Was there something wrong with her; was she being annoying to him? But P-body could feel it; any longer alone with him and not solving a test and she would have burst, like she did today when she opened her arms, requesting a hug. She knew it gave Atlas encouragement; the contact that they both craved could be shared, but she longed for the closeness of his body to hers. She enjoyed the feeling of his round metallic body around her oblong one. The sensation of the smallest of shocks when he wrapped his arms around her in a tight embrace. The way he would gently rock his core back and forth against hers.

It was more than she could handle, sometimes, and could only pat him, not returning the hug, less she threw him on the ground and-

The warmth in her face only increased. It was a strange reaction, P-body analyzed. But she pressed her memories further.

She was with Atlas before this… in a test chamber. She closed her eyes, willing herself to remember. GLaDOS had been saying something, what was it? She had been talking about…flaws, yes that was it. She was saying something about humans and Her and Atlas. Something about merging them?

Her mouth dropped open. HUMAN? P-body jumped up suddenly and rolled off the table she had sat on. She began tripping over her legs, not used to the sudden change in density as well as mass. When she finally regained her balance, she stared down at her legs. They were a pale sort of peach color, long and slender; like her old legs, but fleshy soft. P-body felt herself bite her lower lip in worry. Her legs on her other body were an important part of her. She was capable of jumping long distances because of them (longer than Atlas's jumps, at least), and they added an aerodynamic feature to her.

These new legs did not seem aerodynamic at all. P-body gently sat down on the floor to analyze them. They were long enough, she supposed, measuring from the bottom of her foot with her hand to the tops of her thighs. She got to the crease where legs connected with her body, and traced them around. Despite the small patch of hair in the middle of her thigh's connection, she guessed her legs would do.

P-body felt her chest heave. So she was human. Great.

But what about Atlas, was he-

She was cut off from her thoughts by a sudden set of shivers that coursed through her body. She instinctively wrapped her arms around her trunk and noticed two separate pieces of her chest that seemed to hang there. Extra skin…P-body mused. She unwrapped her arms and looked down. Attached to her chest were two lumps of flesh, each with a hard and darker protrusion near the center.

She tilted her head in confusion. What WERE those things? Were they dangerous? Carefully, P-body cupped one with her hand. It was just a bit bigger than her hand, and the touch sent more shivers through her body. She shuddered involuntarily, and felt something poke the palm of her hand. She uncupped it, and took a look. The dark spot was harder, more erect. P-body felt her chest pound and took a deep breath. What was this strange feeling? It was so foreign, but felt so good.

She touched the hardened protrusion with her index finger lightly. Nothing happened. She put more pressure on it and started to feel a little of something. Experimentally, she grasped it with both index and thumb, squeezing. The sensation her action caused felt amazing.

She heard a voice moan softly. Her hands suddenly clapped themselves to her face. Was that HER? P-body wondered. Breathing at a quickened pace from excitement, P-body refocused on her breasts. She gently grasped her nipple again, pulling outwards, and then let go.

P-body suppressed a giggle. What was THAT? Her chest could jiggle and bounce. An involuntary grin played on her lips. This body of hers was so strange, with random fleshy parts and varying sensations. She poked at her other breast, watching it jostle as she let go. Suppressing another giggle, P-body decided that if she was still human later, she would show Atlas. He'd get a kick out of that.

But she felt the pleasurable sensations start to fade. She frowned. Already stopping? Not yet.

She set to work and touched each nipple with an index finger. Her body gave a slight shudder, causing her to feel heat in her face, and the area between her legs. Odd. She didn't think there was anything down there. She'd figure it out later, though; she still needed to see how these breasts of hers worked. Why did they produce such a nice feeling when she touched them? She became bold, and squeezed both of her breasts. She let out a moan and shivered. It felt good.

Somewhere in the back of her mind she saw Atlas's lovely robotic body straddled over her, fondling her chest with an intensity she could only begin to imagine; the sight of his single blue optic tracing the outline of her body, taking in every detail. She rubbed her nipples again, feeling her head cloud over with nothing but Atlas, and the spot between her legs growing ever warmer and wetter. It felt so good, she began to rub harder and squeeze while unconsciously grinding her hips into the floor.

Atlas…

She felt something well up inside of her, burning more and more fiercely. P-body grew slightly worried, what if she had ruptured an internal process with her actions? But her human instinct pushed the thought aside as ridiculous, and let her focus on the amazing feeling that was consuming her.

A loud moan escaped her lips as she made her release; her muscles contracted with her as pleasure wracked her body with intense shudders.

She lay back, panting heavily. Her eyes closed as she thought of Atlas.

GLaDOS had indeed gone through the treatment; P-body was a human. But had Atlas gone through the same thing? Sometimes the master supercomputer would do that—lead one into a position over the other so the one was at a disadvantage. It was Her way of varying the tests they took. P-body frowned. What if she was stuck like this? Would she and Atlas still be as close as they were before? Would he even look at her in the same way? (Although to P-body, she still wasn't sure in what way he would look at her…)

She brightened, wondering that if Atlas was human, maybe he would let her do the same things that she did to herself on him. She blushed slightly, wondering if Atlas had breasts too, and if she could-

She snapped to attention. Atlas. She had to find him. She needed to know if he was okay.

Legs wobbling, P-body stood up, finally seeming to get the hang of it. As she did though, she felt something wet slide down her legs. She looked down. Was she leaking internal fluids? She was at a loss of what to make of it. More than likely it was the result of what she had felt just minutes before. But it seemed awfully inefficient of a human body to waste fluids like that. She rolled her eyes. Just her luck, she got the defective body.

As she made to take her first step, she stepped in a small puddle of the liquid she leaked, and promptly fell flat on her face.

She lay there for a bit, trying to reclaim her dignity, before trying again.

P-body stepped over the pool of unidentifiable whatever-it-was, and made for the only door in her chamber. She got used to her legs fairly quickly and could now move more than three steps without losing her balance. She smiled. Progress at its best, she thought to herself and continued forward.

She wanted to see Atlas so badly right then.

Determination marking her face, she began to run.

A/N: I just want you all to know, I pulled an all-nighter just so I could get this to you. I hope you're happy, because not only do I feel absolutely loopy from sleep deprivation, I can't horse doodle…fuck.

This chapter was a lot more awkward to write than the last one, and I'm not exactly sure why. But I wanted to base ATLAS and P-body's relationship on that one couple. YOU know the couple. The ones that are inseparable, always hugging and loving on each other, the kind of love that's so sweet you obtain diabetes just by being a bystander. That's right! I'm calling you out, Yuki Kinomi! Lol. I kid. Their relationship is based off of yours. Except the smut. That'd be…no…creepy.

Anyway! I hope you enjoyed! I'm still practicing the "art of smut" so any helpful and non-flammy criticisms would be appreciated. And terrifying. I guess I'll update eventually. I was supposed to be doing a major college essay, but wrote this instead. Enjoy it as hard as you can.