Chapter 3

"Oh fuck! That's it! Right there!" The gruff voice praised with a hand on their other's head, pressing them lower.

Muffled moans were the only reply, but fuck if they didn't sound delighted despite how it was clear they were choking.

Three knocks hit against the door.

"No! No! Don't stop! I'm so close!"

"Professor Ironwood?" Penny called out with another knock as she twisted the knob and cracked it open.

"Yes! Yes!" Ironwood cried out, bucking his hips up into Qrow's mouth.

"Damn my luck." Qrow griped under his breath, wiping semen from his chin and settling in under his boyfriend's desk, only praying not to be found out.

"Shut up!" Ironwood huffed, terrified they would be found out.

"Looove you too babe." Qrow patted at Ironwood's lap.

"Yes! Penny!" Ironwood cleared his throat and attempted his best to present an attitude that screamed anything other than 'my pants are around my ankles'.

"Hey professor." Penny introduced with a pause, uncertain as to what she should say or how to say it. "I… well, I had some questions about sex?"

"What!?" Ironwood coughed and there was a snicker from under his desk.

"I… well, as you know, Ruby and I have been dating for a while now. And we were thinking about intimacy. I had some questions… but I don't really feel comfortable going to my father about it. I know he made me… but." Penny played with her fingers. "It just doesn't feel right?"

"I! Umm! Maybe you would feel more comfortable talking to another woman!" Ironwood suggested as he could feel Qrow's head land in his lap, the other man biting his finger so he didn't break down in boisterous laughter.

"I would. I very much would. But It's not like there are many women who know about me, and even less know anything of my body and my design. But you are here, and you know."

"Winter." Qrow whispered.

"Winter? Yes! Winter is coming to see her sister before spring break! She gets in…" Ironwood checked his watch. "Well, she should be here any moment. If you go see Weiss, she will probably be there." Ironwood sighed, overly relieved that he had both an opportunity and a reason to send her off before she accidentally caught more than an eyeful.

"Stealing your french fry!" Yang cheered as she plopped down next to Blake at the college cafeteria's outdoor bench.

"Hey! Mine!" Blake faked a pout.

"Steal it back." Yang pumped her eyes seductively with the french fry half sticking out of her lips.

"I mean, That is something else that's mine." Blake stole the fry back before stealing Yang's lips as well in a passionate kiss.

"Really? In broad daylight?" Ruby teased the two attempting to stick their tongues down the other's throat.

"Hey, it isn't my fault that my baby sister is a prude." Yang teased.

"I'm not a prude." Ruby blushed. "And if you call me one again, I won't share the chocolate Penny got me with you." Ruby teased.

"Total slut of a sister!" Yang lit up, overjoyed to see the offer of chocolate.

"Not an improvement." Ruby glowered. "Here Blake. Want some?" Ruby intentionally only offered them to the one not teasing her.

"Sure. What's the occasion? Valentines isn't for another month or so?" Blake stole one chocolate for herself as Ruby sniffed at her gifted rose.

Ruby flushed.

"Lil baby sister prude isn't gonna be a virgin for much longer." Yang stuck her tongue out.

"Wait- did she tell her?" Blake questioned with an excited tone, happy for her friend finally being able to come out to her girlfriend.

Yang shook her head.

"Oh? Oh! Oh god! I! Ruby?"

"Thanks sis. I just love talking about this out in the courtyard. It's not like it is an incredibly personal secret or anything." Ruby sighed, the weight of her truth weighing heavier than usual on her shoulders.

"Sorry." Yang winced.

"I… umm but… I was actually going to ask how I should tell her."

"I mean… it's Penny." Blake glanced between the other two. "I'm pretty sure she of all people would understand pretty well why someone might hide what is under their clothes?" Blake suggested.

"That's what I said!" Yang cheered in agreement.

"But it's not just that!" Ruby buried her head in her hands. "What if she doesn't like that part of me. She thinks the person she is with is a girl."

"And you are." Yang reminded with a point at her sister, emphasized with another stolen fry sticking out from between her fingers.

"I am! But will she see it that way when the time comes?"

"I doubt anyone programmed her to be a lesbian." Blake snickered in between delighted bites at her catfish.

"She is more than just what was programmed though. She… she is Penny."

"Yeah." "Yup." Blake and Yang agreed in unison with soft nods.

"So then what? What does it mean if she is just a lesbian?"

"Look, I know I don't speak for the lesbian community, but I'd like to think that if I had your hardware downstairs, Yang would still love me." Blake suggested with a look to her girlfriend.

"Hmmm?" Yang tilted her head and stole another fry. "If you have a dick, do I still get to steal your fries?" She pouted and rolled her eyes to pretend that she was thinking.

Blake coughed out a laugh. "Yeah, I think I'd still let you steal my fries."

"Yeah, then sounds like a really fun weekend. Speaking of which… do y'all think Penny is more of a cowgirl or a reverse cowgirl?"

"Oh god." Ruby planted her head in her hands once more, striving to hide the blush that thinking about Penny riding her like that left her with.

"I'm just saying." Yang defended as she felt Blake's hand at her shoulder, trying to get her to move on from the smuttier topic.

With a sigh, Blake rolled her eyes and turned her attention back to Ruby. "You can do it. We believe in you."

"But what do I say!? How do I tell her?"

"You just do." Blake shrugged like it was just so simple.

"You tell her, and she will either understand or she won't. If she doesn't, then she didn't deserve you in the first place." Yang's eyes squinted and glanced off to the side. "and… if she ends up getting disassembled the next morning, who needs to know. You know. On switch, off switch, a little liquid metal in the motherboard here or there, who can really tell the difference nowadays?" Yang shrugged.

"No killing my girlfriend!" Ruby snapped.

"Oh. I won't." Yang assured. "If she rejects you for that, she won't be your girlfriend anymore. So I wouldn't be killing your girlfriend."

"Oh lord" Blake sighed, leaning into her arm propped up on the table as Yang stole more fries and Ruby steamed.

Penny had just finished her third set of three knocks on Weiss's door when she sighed, coming to the accurate conclusion that no one must be home. "Hey Penn? What's up?" Winter greeted, adjusting a small travel bag on her shoulder. "Lookin for Weiss? She should be in class 'bout now?"

"Greetings!" Penny turned eagerly! "I! Well!" Her excited disposition evaporated in an instant. "Umm! I was actually kind of looking for you?" Penny fidgeted, striving to seem like she wasn't scared and anxious despite not being able to feel anything else.

"Oh? Well, what is it?" Winter questioned back, surprised but eager to help.

"I- I mean! It is kinda about my umm… design?"

"Oh! I see. Then maybe we should talk inside?" Winter snaked a skeleton key from her pocket.

"I don't think Weiss is home?"

"We don't need to tell her about this." Winter winked, unlocking the door and leading Penny in.

"Ok?"

"So? What's going on?" Winter found a seat on her sister's bed and offered for Penny to sit next to her.

"I! I don't know if you knew… but Ruby and I have been dating for a while now." Penny anxiously sat down

"I didn't, but go on?"

"I! Well! She! And I! We!" Penny's stammers curtailed in a whimper.

"Oh god! You are talking about sex!?"

Penny nodded sheepishly.

"D-don't you want to talk about this with your father?"

Penny looked around, trying to evade having to put it all to words. "I love my dad. I do. And there were so many things he taught me. But I can't look him in the eyes and ask why I get wet when I kiss Ruby! Why I want to do the things I want to do with her. I know Pietro built me, and he made these decisions. But he is also my father. And I just-" Penny's processors hit a snag, and she just couldn't continue. A virtual tongue caught in her throat.

"Oh. Well, yes. I figure it would be hard to talk to Pietro about that. Bu-" Winter tried to keep a calm demeanor about it all, to not leave Penny feeling doubtful of herself or like her sexuality was a mistake.

"I tried to talk to Ironwood! But… it still felt weird going to a man about it, and he seemed equally weirded out by it. He, he recommended you."

"I understand. It's ok Penny. I know I am the only woman privy to your designs. Bu-"

"And! And! And I think I hurt Ruby! I! She said I didn't hurt her! But I was pushing and she ran away! God! Winter! I just can't stand the idea that I hurt her!" Penny turned into Winter, burying her face against the older woman as tears took over her.

"Aww, there there. It will be ok Penny." Winter awkwardly patted at Penny's back, hugging her softly as she tried to comfort to the best of her ability.

"I just! I! I love her and! And-!"

"It's ok. It's ok. I'm sure she knows. I'm sure she knows you care for her" Winter soothed, patting and running a hand down Penny's back.

Penny went to speak again, but she caught on a hiccup.

"It's ok. Just brea… just take a breather Penny. If Ruby said she was ok, then you have to believe her. Just trust that if you did something wrong, she would tell you." Winter maintained her most calm tone, gently caressing at Penny's back and soothing her. It took a couple of minutes, but eventually, it worked. Eventually, Penny's tears ebbed, and she was able to calm the turbulent emotions overrunning her mind.

"T-thank you." Penny faltered.

"It's ok." Winter reassured again. "But, you had some more questions about your body?"

"Yeah." Penny wiped her face clean before letting her hands drop to her lap where they fidgeted with her dress.

"So? Go ahead and ask."

"Why… why do I get wet when I kiss Ruby? Why does it feel like I have a heart that races when she's close? Why am I- I… Why do I like her? What about me is programmed to-"

"Well, some of that, some of that is just that your father wanted you to feel… real? That you could feel how you are; for the most part, that is what happens to other women when they kiss or are close to someone they love." Winter calmly approached the complex topic. "The rest… why the person you like is a her, that is where you come in. Some decisions Pietro took into his own hands, the things he wanted to ensure you had. But a lot of the decisions; the important ones, he left those to you." With two fingers, Winter pointed and pressed gently at Penny's chest where a heart might lay.

"What? I… I love Ruby, but, but I never made a decision for it to be… to be women like her that I like… like that…" Penny's brow furrowed as she questioned.

Winter shifted in her seat. "Maybe you didn't, but you did. The AI that ended up becoming you was what he let make those decisions. So, no, I guess you didn't. But in another life, you did. Kinda?"

Penny nodded, everything of it setting in.

"Just because Penny 3.0 doesn't remember, doesn't mean Penny 1.2 didn't decide who she wanted to be. The thing he felt was most important for you to have, was the ability to choose who you are. Otherwise, you would have just been a robot he programmed. Not a Penny." Winter poked at Penny's chest again.

"Oh?" Penny leaned back, a little struck.

"Yup." Winter smiled. "That's all you." She patted her hands on her lap and stood. "But, all the other questions you might have about your bodily reactions… those were just modeled after any other woman and your answers could easily be found online."

"Sorry. I really made you uncomfortable asking you about why I get w-" Penny grimaced.

"No! No! It's perfectly fine!" Winter vigorously shook her head back and forth.

Both of them broke down in laughter.

"Sorry. But, thank you. Your answers really did help. And, it's really nice knowing that… me liking Ruby is all me."

"Course, but if Weiss has any questions, she is an adult, and I'm sending her to you for her answers!" Winter teased with an embarrassed blush.

"Deal."

End of Chapter 3

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