"I think I won again…"

Three groans followed this statement before Frank tossed his cards into the center of the table. "I fold, for someone who has never played before winning three rounds in a row seems a bit like bragging." Benny smirked, patting Lilly's rump. The woman was beating them solidly at their card game, having only lost enough rounds to free her of her top and shoes. "Maybe we just suck…" he commented airily, enjoying the weight on his lap. His erection had gone down enough to focus, but the pink tip still protruded some, as the act of watching her remove what little clothing she had on had been erotic in its own right. Jasper, on the other hand, was fully erect, his gaze occasionally drifting down to the supple globes held only by the thin scrap of fabric that made up her bra.

"Oh, I wouldn't say you guys sucked…it is kind of hard to lose at strip poker when you don't have much on to begin with." Lilly smiled, collecting her tokens and placing them into neat little stacks. Their bow ties and Jaspers hat were around her neck and on top of her head, mementos of her many won rounds. Benny chuckled and gently wrapped his arms around her middle, leaning up to nuzzle her neck. "True…ah, but you are better than we would have thought. Promise to play again?" She smiled and nodded. "Yea…I think I can swing that. I suppose I should get back up top though…" The rabbit moaned in protest. "But you promised to visit…it's only been an hour at best. Look, we have tons of stuff down here to show you…come see…" He set her on her feet and stood, moving over to the far end of the stage. Lilly watched curiously, and then beamed when he returned with a mic and a guitar. "See? We can play a song."

She caught the mike when he tossed it to her and nodded to the others. Chickpea trotted out from the kitchen, excited as she slid into a piano chair. Frank hummed, moving over to an old drum set that had obviously seen better days while his extra head snaked its way over to a trumpet. Jasper sighed. This was just going to attract attention from unwanted sources…but a quick glance at Lilly and that abundant chest of hers and he grimaced, leaning forward a bit to hide his excitement. Once content it was going down, he stood and moved over to pick up an extra mic from the floor. "Pick a song Lilly, we'll follow you", Benny stated, tail wagging some. "We can adjust to anything." "Something new age preferably", Frank muttered, finding his sticks and twirling them. "Getting kind of sick playing those stupid kid songs over and over."

Lilly thought for a moment, trying to decide on a song they could easily follow. "Oh, I know. Its not new age, but it's a good one and I like it." Benny grinned. "Anything you want. It's been ages since we had someone else to sing with." Lilly smiled, and moved into an acceptable spot. Frank kicked a box nearby and the spotlights sputtered to life. Jasper blinked, clearly not used to being under such bright lights anymore, then grunted and nodded to the others. "Ready?" Benny nodded, bouncing in place.

Lilly smiled then took a deep breath, before her internal files picked out the song she wanted. "Come on babe, why don't we paint the town? And all that Jazz. Im gonna rouge my knees, and roll my stockings down. And all that Jazz. Start the car I know a whoopie spot, where the gin is cold, but the pianos hot! It's just a noisy hall where theres a nightly brawl! And all that jazz!" Behind her, the toys picked up the temp easily enough, much to her delight. Benny grinned at her, his own delight evident.

Upstairs, Bonnie frowned, his ears perking a bit. He glanced towards Lillys stage and his frown deepened. She wasn't there. His gaze drifted towards the basement and a low growl of frustration escaped him. Damn her, and damn those little suckers downstairs too. Moving towards the door, he stopped, finding his path blocked by familiar figures that weren't usually off their stage. His miniature version crossed his arms over his chest, foot tapping the ground.

"Now just hold it right there bunny boy, we promised Lilly we would handle you's guys and we keep promises. You aint going no where." Bonny stared, his annoyance growing, before his ears flattened. "Listen here you little shits, she has no business being down there. Those things…" Mic coughed, moving to solidly stand beside Bee. "Thems guys down there wanna see Miss Lilly too, and you aint about to ruin her fun. We promised." Bonnie grunted. "Promises can be broken, look, what do you guys want? Tokens for the arcade? Pizza? Some of those plushies?" Fritz quirked a brow. "I think he's trying to buy us out boys…" Bee smirked. "Get him." Bonnie blinked, then yelped as he was promptly tackled and sat on.

Lilly grinned, sitting on Chickpeas piano now, listening as they played another of her favorite songs from the musical she was fond of. Frank was sitting in a chair, a blonde wig covering his extra head. Despite the thing having its own voice, the fox was throwing his voice through its voice box, a neat little trick she had to admit. "Oh yes they both reached for the gun, oh yes oh yes oh yes oh yes they both reached for the gun, for the gun. Oh yes oh yes oh yes they both reached for the gun, the gun, the gun, the gun, the gun, the gun, both reached for the gun!" Lilly laughed, clapping her hands. "Wonderful! Oh man, you guys do really do pick up quick." Benny pulled her from the piano, hugging her close. "You would be surprised what we can still do. But uh...hey…I really wanna show you something special. If you don't mind?"

She peered up at him then shook her head. "I don't mind. Show me…" He smiled and glanced at the others, before leading her off. "You know, I didn't think you would come…I mean…I thought for sure you would blow me off as some crazy robot or something." His ears twitched as they walked, moving to one of the back rooms. Her head shook briefly. "Of course not…the others treat you like…some big dark secret. How come?" He sighed, rubbing the back of his neck. "Probably because we replaced them for awhile…guess they were super pissed about it. Some of my parts are Bonnies you know. He really hates me for it."

Turning some to make sure she was still behind him, he paused at a door then gently pushed it open. Lilly peeked around him, then gasped softly, awed by what she saw. Benny's room was filled with old memorabilia. Pictures from the bands high time covered the wall. Old guitars in various colors and designs were hung up on the wall. A bed sat near a wall, made up mostly of pillows and old blankets. Plushies of the toys sat on a shelf, as well as other little trinkets. A large party box sat in the corner. This caught her attention the most. "Oh wow, that's the biggest present I've ever seen." The rabbit blinked, seemingly surprised to see it there, before his brows snapped together. "I was wonder where he moved it…uh, hang on. Don't….don't go knocking on it or anything." He gently pushed her behind him, moving over to the large, brightly colored box. Lilly watched curiously as he knocked on the lid and stood back, waiting for a moment. Waiting patiently, it seemed to take forever before the lid opened slowly and what had to be the oddest looking being she had ever seen slowly emerged. It was like looking at a mime. She remembered seeing pictured of the black and white silent performers once in a book back home. Slender body parts unfolded carefully, stepping out of the box and moving to the floor carefully. It was taller then Benny by a good foot and a half, slim and elegant in movement. The mask on its face had two long, purple streaks beneath its eyes…or rather, the dark spaces where its eyes should have been. Red lips were etched above and below the wide, smiling mouth…but it was quickly evident the silent mask was capable of expression as the smile shifted into a frown.

" What the hell Benny?" Benny made a noise. "What the hell indeed! The hell are you doing in my room? I said you could leave your box in here while you cleaned, not live here Marty!" Marty crossed his arms over his narrowed chest. "You SAID as long as it took and it is taking longer than necessary. I can't just sleep on the floor rabbit. That might be fine and dandy for Fred but not for me. I…uh…who is that?" He had suddenly spotted Lilly behind him, staring openly. Benny sighed. "Lilly, shes an animatronic from upstairs. She's visiting and I was HOPING to show her something…uh….special…so….you gotta go! I- hey!" He was abruptly shoved aside as the….puppet?...doll?...Lilly wasn't sure how to describe him….pushed past him, collecting her hand and kissing it gently. "You don't say? Lilly, such an elegant flower. It could be among weeds and still hold its composure. And down here, you were surely among weeds. How lovely to-oop!" Benny pushed him from behind, steering him towards the door. "Great, thanks. Charm her later, I need some alone time. Now shoo!" Marty sighed, allowing himself to be pushed out. "Fine, fine. I will simply snatch her up after you are done shoving your carrot stick into her." Benny stopped, then sputtered and shoved him forward. "I AM NOT SHOVING ANYTHING INTO HER!"

Slamming the door shut, he whirled around then jerked when he found Lilly standing a bit too close behind him. "Shoving a carrot in me? Is that why you brought me down here? To have sex with me? Like Bonnie did?" The blue rabbit shook his head panicked now. "I...uh…no…no that's not why I…I mean as much as I want to I….but I didn't…um….uh…wait…what are you…are you….mmph…" His green eyes slid into a half lidded expression as warm lips pressed to his. His hands slid up to grip her around the waist, before he finally pulled back, panting a bit. "Lilly I didn't bring you down here to…have sex…I mean I'd like to…god Id like to. You are utterly erotic and perfect and just…damn sexier then you should be for a robot but….I just wanted a companion. If only for a bit. We have no one but each other down here and to find you is like….like winning the lottery. I mean, Chickpea helps us out but…it isn't the same as…feeling someone. Your just….I don't know. I'm sorry…"

She listened to him talk for a moment then smiled and took his hand, leading him to the bed. "I understand. It can get lonely…and with more males here then females…I mean…even I get kind of sad sometimes. It's nice to be with others." Sitting down, she pulled him with her and smiled, reaching up to cup his face gently in a palm. "I wouldn't mind...letting you feel me. Only if I can feel you too…" His mouth opened some, surprised by her words. She would let him…? Her hand drifted to rest on his thigh and he instantly felt his cock stir. She was going to let him…oh sweet baby Freddy….she was going to let him.

Hi everyone! Im so glad people are liking this. Work is endless what with the Holiday season so I have been tired, but I finally got the creative kick to write this chapter. Side notes of course:

The songs are from Chicago and all rights belong to them, but I do love those bits.

Lilly was built to be an adult friendly doll, so sex kind of comes naturally to her.

I love benny, Im just going to point that out right now

Puppet is a male! In my rp, Marty is gay and likes men. But I think in this he will be Pansexual and love a person regardless of sex. But no he will not have lemon with Lilly. Just flirty comical relief.

Keep up the reviews, Follows, and Faves. I love seeing them also, I am so into fanart XD Maybe I will get big enough to attract such an honor. Anyway, till next time!