Warning: This chapter as I said before will become pretty graphic. I wanted to write something kind of different so you may not be into it.

It is set in mainly in Ratchet's dream.


Ratchet suddenly woke up in the middle of the night. Oddly enough, he didn't remember falling asleep at all. He was panting in a cold sweat looking around. Everything looked normal except Ratchet noticed Clank was gone.

"Clank?" Ratchet asked aloud.

"Clank, where are you?" He asked again a little louder.

Ratchet got out of bed and put on shorts. He started wandering about his apartment searching for Clank.

Ratchet turned on the lights and started to check everywhere. He looked in all the rooms multiple times but it was no use. Clank seemed to simply disappear. To make matters worse the lights went out again.

"Clank!?" Ratchet yelled again starting to get worried. He was not going to be separated from his best friend again.

"Where could he have gone?" Ratchet asked himself.

All of a sudden, Ratchet heard Clank's voice calling him.

"Ratchet? What are you doing up now?" Clank said

"Clank, where are you?" Ratchet yelled again.

"I'm over here." Clank said calling from their room.

Ratchet ran to their room to find him. He was confused though. It was like Clank seemed to just reappear out of thin air.

"Clank?" Ratchet said again.

"Hello Ratchet" Clank said.

Ratchet jumped when he heard Clank even though he was relieved he found him.

"You scared me there buddy. Where did you go, shouldn't you be charging still?" Ratchet asked now a bit confused.

"Trust me Ratchet, I'm fine. What about you." Clank asked concernedly.

"I'm fine too Clank but just really confused." Ratchet told Clank.

"I woke up randomly and I couldn't find you." Ratchet said.

"Ratchet, you must have just not noticed me. I was here the whole time." Clank told Ratchet.

"But that's impossible, I looked everywhere." Ratchet stated even more confused.

"And why did the lights go out?" Ratchet asked now getting annoyed.

"Must be just a power outage" Clank said.

Ratchet looked outside the window and noticed that all the other buildings still had their lights on.

"No, that's not it buddy." Ratchet responded.

Since it was still dark, all Ratchet could see were Clank's big green eyes.

Ratchet thought Clank must have been standing on something since his eyes were nearly at his eye level.

"Ratchet?" said Clank in an almost seductive tone.

"W-what?" Ratchet asked feeling even more confused now.

Ratchet watched Clank walk up to him still at around his eye level and felt two robot hand grab him tenderly by the hips.

This really surprised Ratchet.

"C-Clank, is that you?" Ratchet stuttered, "What are you doing?"

"Oh, nothing." Clank said once again in a seductive tone. "I just wanted to surprise you Ratchet"

"I wanted to show you that I care about you." Clank said as he pulled Ratchet in closer.

Ratchet was thinking whatever was going on is crazy yet he didn't resist and he wasn't sure why. He had to admit, he really liked what Clank was doing.

Suddenly, the power came back on. What Ratchet saw shocked him even more.

Clank had somehow completely changed his body. He was now as tall as Ratchet, maybe even a tiny bit bigger.

Not only that, Clank's body was now…well…his arms weren't so skinny anymore and his figure seemed much sleeker. Ratchet wasn't trying to insult Clank but his new form was really starting to excite him.

What surprised Ratchet most though is that Clank had a huge metal rod between his legs as big as Ratchet's member.

Ratchet stared in awe at Clank's new body but remembered what was happening.

"Ratchet what happened to you?" Ratchet exclaimed. "You look… so…so"

"Sexy" Clank said cutting Ratchet off.

Ratchet gulped.

"Well I was gonna say different but, yeah, you look amazing." Ratchet complimented Clank.

Ratchet didn't notice that while he was distracted, Clank was slowly taking off his shorts. Ratchet's shorts suddenly fell off exposing Ratchet's growing member. He felt their bodies touch as Clank grabbed the back of his head with his left hand and his ass with his right.

Instinctively, the two leaned forward and began to kiss. Ratchet couldn't believe what was happening. Clank also somehow acquired a metal tongue. Clank's new tongue started pressing against Ratchet's lips begging for entrance. Ratchet let Clank's tongue enter and both of their tongues started to battle for dominance. Ratchet already had his experiences kissing before so he was surprised at how skilled Clank was at kissing. Ratchet soon gave into Clank and let him take control as he started leading towards the bed.

Now, the two were kissing passionately rolling around in a frenzy trying to gain dominance.

Clank once again surprised Ratchet with his new found strength. After a few minutes of intense kissing, Clank managed to get on top of Ratchet and pin him in the middle of the bed.

"Clank" Ratchet said now panting. "Where did you learn all this?" Ratchet asked completely confused but aroused at the same time.

"It doesn't matter now." Clank said seductively. "

"Ratchet, you're mine now." Clank told Ratchet.

Clank's statement both excited and frightened Ratchet.

"I…I-mpph" was all Ratchet could say when Clank started making out with Ratchet again.

Ratchet felt absolutely amazing as Clank's hands were caressing his entire body. He felt so good that he didn't even notice that Clank was slowly getting him to lie on his stomach. Ratchet realized what Clank was doing midway but it was too late. Out of nowhere, Clank flipped Ratchet onto his stomach. Ratchet had never been so aroused, frightened, and confused at the same time.

"Ratchet, are you sure you want to do this?" Clank asked now full of concern.

Despite being in the heat of the moment, Clank still didn't want to do anything that Ratchet didn't want to do. He cared about him too much.

"I…I…I think I'm ready for this." Ratchet told Clank.

"Really?" Clank asked in disbelief.

Ratchet really didn't know what to think of the situation but he wanted to please Clank.

"I really do want this but just go easy on me." Ratchet said smiling.

"Anything for you Ratchet." Clank said.

Clank proceeded to caress Ratchet's back and sides as he started to neck with Ratchet from behind. Ratchet would have asked how Clank's even feeling pleasure since he is still a robot but was in too much bliss to even remember or care. Clank then began to tease Ratchet's tight entrance.

"Oh, Clank" Ratchet moaned.

Clank really loves getting those sounds out of Ratchet. He wanted to make sure Ratchet was nice and relaxed before he went in. Ratchet felt himself shiver as Clank rubbed his new member at his entrance. He was frightened but wanted to get the worst part over with already.

"Please Clank, enough teasing." Ratchet pleaded.

"I don't think you're in any position to make demands right now." Clank replied feeling rather powerful.

Clank's reply caught Ratchet off guard. That was so unlike Clank. Before he could ask anything, Clank started to push his way in. Clank grunted a bit as he began pushing his way deeper into Ratchet.

"Uuugh…" Ratchet grunted also.

"Trust me; it'll get much better soon." Clank whispered in Ratchet's ear.

He knew that there wasn't much he could do but just take it and wait for his body accommodate Clanks's large metal member. Ratchet was a very tight fit. Clank had to force his way into Ratchet very slowly. It took a while but eventually, Clank was all the way in Ratchet.

"Ratchet, are you ready?" Clank asked both caringly and lustfully at the same time.

"Uugh, just…give me… a minute." Ratchet said panting a little.

Clank massaged Ratchet's back and sides as he waited for him to be ready. After a few minutes, Ratchet looked back at Clank in the eyes. Clank could tell right then that Ratchet was ready so he started to build up a slow and steady rhythm.

"Oh, Ratchet…You're so… tight." Clank said.

Even though Clank wasn't an organic being, the pleasure was making it difficult to focus on anything other than pleasing Ratchet and himself.

"Oh, C-Clank…go faster." Ratchet begged.

Clank began to pick up speed. The bed began shaking and creaking.

"Ratchet!" Clank exclaimed.

"Oh, yes! Clank… just l-like that." Ratchet moaned.

Clank was hitting the right spot over and over again. Ratchet was beginning to feel the pleasure. Clank increased his speed even more. By then, Clank was humping at a speed most organic beings could only dream of.

"Clank!" Ratchet screamed.

"Faster!... now!" Ratchet ordered.

Ratchet's commands irritated Clank a bit. To tease Ratchet, Clank slowed down instead. Clank leaned forward and pulled Ratchet's head up by his ears. This hurt Ratchet a bit yet it seemed to excite him even more.

"Ratchet." Clank said in quiet yet dominant voice. "Tell me that your mine."

"I-I… I'm… yours." Ratchet said somewhat fearfully and excited.

"Only mine" Clank just as seriously and seductively.

"I…I'm…o-only yours." Ratchet gasped out.

Clank wanted more though. He wanted to show that he was in charge here. Clank's personality in bed was completely different than his usual self. Clank wanted to take control for once and this is how he was going to do it. Just like Clank, Ratchet was also completely different in bed. He actually really liked be dominated like this. He couldn't explain it but it really excited him. He loved it when Clank made him feel powerless… at least in bed.

"Say that you're my squishy." Clank said.

"What!?" Ratchet asked kind of shocked. This was so unlike Clank.

"Say it!" Clank yelled out.

"I'm your… squishy." Ratchet replied quickly.

"Say it again." Clank said in an even more demanding tone.

"I'm your squishy!" Ratchet yelled out.

"Yes, just like that." Clank said loudly as he started to pick up speed again.

Clank's aggression in bed really surprised Ratchet but he couldn't really think about it. Not while Clank was picking up speed again.

"Oh, Clank… you're… amazing." Ratchet complemented Clank.

Clank let go Ratchet's ears and instead grabbed a hold of his wrists instead pinning them down on the bed. Now he was in total control. Ratchet was in no position to talk back now. Clank started ramming into Ratchet. The bed was shaking violently. Ratchet was practically screaming out his moans.

"Clank, Yes!" Ratchet yelled out.

"Oh, Ratchet!" Clank yelled back.

Ratchet was in pure bliss right now, he didn't care if anyone saw or heard them. All Ratchet wanted now was to pleasure Clank and vice versa.

Just when Ratchet thought it couldn't possibly get any better. Clank's member started to vibrate.

"Oh, Yes!… Clank!… Right there!" Ratchet screamed out in between pants and moans.

Ratchet was going to lose it any moment now.

"Clank!…Clank!… Clank!" Ratchet screamed "f-faster… p-please!"

Clank still somehow picked up speed.

"Oh, Ratchet…You're so tight. Oh, yes…Ratchet!… Ratchet!" Clank unexpectedly screamed out.

"Yes, j-just... like that Clank!" Ratchet yelled.

"Oh Ratchet, Yes!" Clank yelled as the sensors on his member were going crazy.

"Clank!… Aaaaaaaaaaghhhh!" Ratchet screamed as he came.

"Raaaaaaaaaatchet!" Clank screamed as he came right along with him.

Clank didn't cum like Ratchet did. He felt the intense pleasure but he didn't actually ejaculate any fluids or anything. The two came and came over and over again. When the two finished, Clank pulled out. Ratchet moaned a little at the loss of pressure from behind. Clank lied down next to a very sweaty, exhausted, and very satisfied Ratchet.

"So how was I for my first time" Clank asked.

"Perfect." Ratchet panted out.

The two laid there staring into each other's eyes.

"Ratchet, I love you." Clank tol Ratchet.

Ratchet couldn't believe what Clank just said but then again, they just had sex.

"Clank, I lov-" Ratchet began but his sentence but was cut off.

Ratchet's eyes burst wide open. He wished he had kept them closed. Clank was no longer in bed with him. He sat up and noticed it was still dark.

Ratchet looked around and saw Clank still charging.

His member was rock hard and he also then felt something wet.

After remembering the dream he just had, he realized that he had a bit of a… accident.

"Oh, Come on!" Ratchet exclaimed quietly so he wouldn't disturb Clank.

He went to the bathroom to clean himself and took the sheets to be washed right after.

Ratchet returned to his bed with new sheets and before he went to sleep, he stared at Clank for about five minutes.

At that moment, he knew exactly what he was going to do tomorrow.

"Clank…it's time for an upgrade." Ratchet said quietly to himself before falling back asleep.


Well, what did you guys think? It is my first yaoi so go easy on me I guess. Seriously though. I know I haven't written in a while, sorry about that. I'm not sure how to continue so any ideas for the next chapter? or any ideas for a different story?