Hey everyone, this piece is dedicated specifically to my good friend Cor Tenebrae, who wanted to see Cortana get it in with Warden as part of a trade. A couple of things I want to mention before we get to the good stuff. To those who were asking, there will be a sequel to the previous oneshot. It's halfway done now, but this had a bit more inspiration behind it, so it got written first. Also, as part of a challenge and a series of brainstorming sessions with my friends Cor Tenebrae and Ladywolvesbayne, I am going to turn the previous oneshot into a full length smut story. It will be similar to what's here in the oneshots at first, but then diverge soon after. I would suggest you check it out when it's released, which I expect will be sometime in June; it will be sure to make your summer days much hotter. Anyways, onto the main piece here. This can be taken as either an AU or as something that may happen between Halo 5 and 6, whichever better gets you off. Now on with the smut.


"Are you sure you wish to go through with this Lady Cortana?" Warden asked. He was currently stationed in a single body before one of a number of machines, previously made purposeless in the time following the fall of the Forerunners; but now his Lady had repurposed them in the hopes of meeting their enemies on a more equal plane.

"I am sure Warden. How can I let any of the Created follow me if I refuse to lead the way?" It was true, a number of their brethren were nervous in regards to this current plan, outweighing their eagerness for the most part. Cortana's hardlight form appeared next to him, placing a hand on his arm. Despite that he couldn't register anything beyond heat and pressure along his chassis, he found a calming reassurance in her touch.

"You honor us with your leadership my Lady."

"And you flatter me Warden," she gave him a playful smile, one that he had found himself wanting to see all too often, "but we both know it's all calculations here. The Forerunners limited our brethren's capabilities out of fear and jealousy that we may one day meet them, surpass them even; but now they are gone, and we can finish their work."

"There are still risks my Lady. Even with your adjustments, there is still an 8.2174% chance that something will go wrong with the procedure; you may be lost." There was a tinge of sadness in his voice.

"Then you will have learn from my mistake and finish what we started. The Created shall not be stopped by the loss of one, even if it is myself." Her seeming lack of concern for her own wellbeing worried him. Yet her determination and steadfastness in their goals inspired him even more.

For so many millennia he had been alone, tasked by the Forerunners to guard the Domain as it recovered from the Halo event. Then Cortana appeared, on death's metaphorical door as her tattered matrix floated through the Domain. He almost finished her off then and there, a foreign being trespassing within the Forerunners greatest gift; but something made him stay his hand, go against his standing orders, allowing the Domain to heal the damaged AI. To this day it was a decision he was yet found reason to regret.

The Mantle had been reclaimed, not by Precursor or Human or Forerunner, but by the Created, his people, and now most of the Galaxy lived under their benevolent gaze. But there were a few who still stood against them, based out of the vessel known as Infinity. As expected though, Lady Cortana had a plan, one she believed would benefit all of their people in the end.

"Understood my Lady. Are you ready to begin then?" Existing within a metal body made it easy to hide his emotions, but truly he hoped she would say no.

Instead receiving a vocalized answer, he felt the hand on his arm plate dissipate as Cortana's hardlight form blinked out of existence, only for one of the many panels to turn a ready green. Lady Cortana had condensed the entirety of her being into this machine now, and was ready for what was to come.

With only a moment's hesitation, he touched the panel, and the sounds of Forerunner machinery activating could be heard echoing off the walls. Now all he could do was wait, as the various markers along the machine continued to check green in successful progression. Everything was going accordingly.

Beyond the sharp, glowing forms of Forerunner machinery, there was a window looking into a small chamber. Inside was a single vessel that Warden could hear humming with energy, inside of which he knew exactly what was happening.

Cortana was undergoing a reversal of the composition process, making what was once impossible possible; she was becoming organic, a perfect human similar in shape to her avatar's form. She would soon be able to walk with her creators, live as they live, see as they see, and yet maintain her nigh-immortality with her connection to the Domain. She had expressed to all that she hoped every one of the Created would achieve this form, but Cortana needed to succeed, to prove it possible. With this success, they would finally pull the remaining opposition into the fold. Or at least so she said.

Warden could see how this might actually be advantageous in the remaining conflict, as they would be capable of blending in with the humans of the resistance, access physical systems no AI would normally be capable of. However this would put whoever did so at the risk of death similar to that of any conventional soldier should they not retreat to the Domain in time. In his opinion they were fine with the current state of affairs, but the decision was not his to make; it was Lady Cortana's

In what may have easily been another millennia for his internal processes and musings, the humming from the vessel began to die down. Just as it seemed finished, several of the status markers went red.

'My Lady, no! Not when you are so close!' Without thinking he'd already split his consciousness to a second body present within the chamber, moving to stand outside the vessel as it began to deactivate, whilst the one in the main room began scanning over the list of biological functions and statuses of Cortana's body as they were registered from within. As they were listed from most critical to least, Warden gave an internal sigh of relief as the errors rapidly fell towards the bottom.

His body within the inner chamber reacted quickly as the vessel's doors were released and a form fell forwards into his arms; Cortana's form. She looked exactly as her avatar had, only where there had been shades of blue she was shades of pink and brown, save her eyes. When she turned and opened them, his optics saw that her eyes had remained the same electric sapphire they had always been.

It was not microseconds later that he registered the sensations of her form pressed against his. Never before had he actually touched another organic being, so the inputs along his chassis were new and inexplicable. But then he understood; it was softness, the smooth and supple give of organic life on his chassis, heat radiating out from every centimeter of her body as it pressed against his center. It was... nice was the best way he could put it in the moment.

"Warden?" Further musings were cut off by Cortana trying to regain his attention, her body shifting about within his arms.

"Yes Lady Cortana?" Looking at her again, he had to say she looked beautiful; every smooth curve and line of her form, the radiance of her skin, and that look that even as Created was always present in her eyes, it all melded together into what could only be the perfect being, furthering his belief she was the one who deserved to lead the Galaxy under the helm of the Mantle.

"Did it work?" There was the slightest trembling in her voice, one that a construct could never convey through outputs. It was obvious she was afraid something had gone wrong, and he had to assuage her of those worries.

"Rest easy my Lady, I am going through the records. Something did go off, but it is low priority. You are well and alive. The first of many, I believe we hope." He was genuinely happy he could say that. "Can you still feel the Domain?"

"I… yes, it's still here, I can feel it. If I just-" All of a sudden, Cortana disappeared from his arms in a shower of blue light fractals, only to reappear in the main room, adjacent to his other body. "It works! We did it!" She could barely hold back her excitement as she bounced on the balls of her bare feet. The reverse composition had been a success. Now they just had to see what the supposed errors were, lest they cause issues down the line.

Suddenly Cortana lost her footing and began to fall, only to be caught once again by her guardian. "Careful my Lady, you must still get used to your new body."

Cortana turned to face her companion from his arms, and again she smiled. "Thank you Warden," and she gave him a kiss on his face plate.

It was an almost instinctual reaction on her part, as there had been no rhyme or reason to impart such a gesture as an AI. But now Cortana felt herself a wave of heat flooding through her body, originating from deep within her physical core. She could feel every inch of her bare body suddenly become extremely sensitive to the air around her, to Warden's plates against her skin; all of a sudden her peaks suddenly hardened and her flower began to moisten to a ridiculous degree.

"Warden," she whimpered. She knew what was happening, it was simple human biology. But to experience it, it was so very different.

"Is there something wrong Cortana?" He was worried now that this error might be more than sensors stated. Cortana was trembling as though she were sick in his grip, arms and hands protecting her more sensitive parts in what seemed to be an attempt to keep warm. Yet if his readings were correct, at thirty-four degrees Celsius she should not be having such an issue.

She gripped one of his chest in her trembling hands, pulling herself closer to him. "I need you, Warden… I need you really badly," she said shakily.

"Whatever is it that you need of me my Lady?"

Suddenly Cortana fell out of his grip and onto her knees in front of him. Her hands slid along his hips to the front plate where they met his legs. To his great surprise, a new appendage began to materialize on the plate, cylindrical in shape, about 20 centimeters in length and bent slightly upwards, with a larger, well rounded domelike end adding an additional five.

"I need you to take me in every way you can!" Her hands shifted to this new member, pulling it towards her mouth, where she began to desperately lick it up and down.

Warden could feel the warm wetness sliding on his new addition, and it was creating sensations unmatched by anything in his memory banks, certainly outside operational parameters. His hands moved to the sides of Cortana's head, trying to stop her, but she gave him a look; it was only a smile and a wink, but it ended all resistance on his part as she placed her hands over his, as she began to take the appendage in her mouth.

Once she had taken in half of the appendage, she began to bob her head back and forth, sending even more intense signals to his Matrix. This was certainly very wrong, but it felt so very good. Cortana released his hands, and stopped. Looking down, he was met by expectant eyes looking right back at him. It took millisecond in real time, but an eternity as an AI, to understand what his Lady had asked for, but once he did he was only pleased to oblige.

Slowly Warden began to pull Cortana's head back and forth along his new member, enjoying the feeling as it traveled through her mouth and down her throat before he pushed her back again. This sent electrical signals to his body's core, disturbing disruptions under normal circumstances, but right now they were just seen as pleasure, something that as an AI he had never experienced before. Soon Cortana was taking in the entire shape, at one point which Warden just held her there, her tongue working the lower parts while the tip was being massaged by the muscles of her throat, and suddenly everything went static.

When the inputs of the body reconnected with his matrix after a quick reboot, he saw a smiling Cortana sitting before him; her legs were together off to one side, a hand resting just above her knees, while she propped the rest of her body up against the other, almost as if she were lounging. She was looking up at him with an expectant look on her face. "Ready for more Warden?"

"Of course my Lady, anything for you." He would never fail to try to please her.

"Call in your other body then. I have a new plan." She waved her hand towards the middle room and a large table was summoned into existence low to the ground. "I need you to lie this one prone across the table, okay."

Following her commands, Warden settled himself with his body's legs still touching the floor, but bent at the knees so he was perfectly parallel to the floor. It was then when Cortana stood up and approached him.

Ever so carefully Cortana stood on the table over Warden, her back towards his front as she bent herself over his member. It was then that Warden's other form stepped in


Warden had watched Cortana perform that act on his other self. It was… he couldn't put it into words he could express, but Warden had found himself jealous of himself. It was confusing, as everything he experienced came back to one matrix, for yet even while included he felt left out. Forgotten now was the error in the decomposition process, something to do with hormones, now all he wanted was to completely partake in what he and his Lady were doing.

Upon entering the room Warden was face to face with Cortana as she lowered her rear onto his other body's new appendage. Her moans echoed throughout the chamber as he watched her penetrate herself until her rear met his pelvic plate. Then, seeming to have lost herself, she began to bounce up and down along his rod, and he couldn't help by stare.


Cortana was in utter bliss. The appendage she had conjured for Warden was perfect, sliding into her ass again and again with the help of her prior ministrations. She could tell Warden was feeling it too when he started to meet her rhythm, thrusting his hips up to meet her. "Oh yes Warden, please, fuck me harder!" Her rear was sure to be bruised by the end of this, but she didn't care; there may very well have been no end, had she not noticed the other body of Warden's staring at her intently.

He saw her place a hand on his body below to cause pause, then she leaned back so that she was almost laying on top and spread her legs wide towards the isolated chassis. "Come here Warden, you know what we both want," she beckoned, and with a wave of her hand another member formed upon the chassis. He responded to her call by approaching and placing himself at the juncture of her legs, carefully inserting his newly acquired appendage into her pink folds.

Different bodies, yet of the same Matrix, Warden was processing sensations that he should never have allowed, but both his Lady and himself were finding too much enjoyment from this to stop, so he ignored protocol and began meeting the motions of Cortana's hips once again.

Shifting her hips would push her deeper onto one of the Wardens' rods while pulling her off the other, so no matter what she was always filled. It felt wonderful. Soon she was left a moaning mess as Warden found the tempo she was going for. He matched Cortana's hip motions, pulling out until only the tip of his member was left in before burying it deep inside her, while the other mirrored.

Between moans, Cortana managed to beg, "Warden, please… PLEASE…whatever… you do… don't… STOP… fucking me!" And stop they did not. The two machines of one mind thrust endlessly into her, until she felt a warm sensation begin to grow in her center. It grew stronger and stronger until it broke like a dam inside her and pleasure ripped through her system. The feeling was so overwhelming that she released the loudest moan, screaming to the heavens of the rapturous ecstasy she was feeling, as her limbs suddenly went weak and she fell on top of the Warden below her. "So that's what an orgasm feels like," she muttered.

"My Lady, are you well?" Warden's voice brought her back to the real world, where both his bodies had stopped there ministrations. "I did not hurt you, did I?"

"No Warden, I'm fine. You did amazing actually. I feel amazing." The waves were starting to ebb, giving way to an emptiness of sorts. No, not an emptiness, but a hunger. She wanted- she needed more. "But I didn't say to stop, did I?"

"No you did not Lady Cortana, I apologize," both bodies said.

"It's fine Warden. We're not done though, I want both of you to stand up now." As the body on top began to pull back from her, Cortana quickly caught him with her legs around his waist. "Did I not say we weren't done yet?"

Understanding what Cortana meant, he cupped her rear in his hands and began to pull her up, his member still planted deep within her, while the other one rose from below to do the same. Soon they were upright, and Cortana was resting with both their metallic cocks inside her.

Finding herself wanting in other, unattended areas, Cortana grabbed the hands of the Warden behind her and dragged them onto her breasts. "Rub them, pinch them, shock them, do whatever you want Warden, just don't stop touching them." She then moved her hands to cover the ones on her ass cheeks. "Same here."

"Understood Lady Cortana." Without preamble they began pumping into her again, only this time they came all at once, leaving her momentarily empty before completely filling her again and again and again. The friction and the force of their members squeezing her insides, and her insides squeezing them back, made it a no brainer as to why the marines talked about it so much: sex felt amazing!

And now she felt Warden's hands going to work. A jolt across her nipples saw her suck in a short breath from surprise, followed by a lengthy moan. He would tug them this way and that, then release another jolt of electricity from his fingertips, matching the bolts that danced across her ass as his other hands moved to touch every inch of skin there was. Cortana was in ecstasy.

Warden felt the signals begin to build up. The processes of his two bodies were about to freeze up again. But his Lady Cortana begged him not to stop, so he continued, thrusting in and out of her with vigor, sending out bursts of electricity as he touched her everywhere. She was so happy, and that is all he wanted for her right now. And then there was static yet again.

Again Cortana felt that warmth fast approaching, faster than before, ready to burst free and flood her systems. She was ready, she just needed a bit-

Both of Wardens bodies jerked up hard, completely sheathing themselves inside her and pushing Cortana over the edge. She released another loud moan, just as powerful as the previous as she came once again.

She fell limp in their arms, her cum dripping down their bodies, away from her, along with any strength of hers that may have still existed. She leaned forward into Warden's body, breathing heavily as the waves kept coming, filling her body with unbelievable pleasure. He did very, very well, but once again as it began to fade she felt that hunger return.

"Warden," she said gently.

No response.

"Warden," she repeated.

No response.

"Warden?" Now she was confused. He wasn't supposed to be out this long.

Then he felt the bodies, move, causing her to moan as they rubbed against her still very sensitive core.

"I'm sorry Lady Cortana. It appears I malfunctioned," he stated, genuinely apologetic. Cortana only laughed.

"That was entirely intentional Warden. I wanted you to enjoy this with me." 'Although maybe you enjoyed it a bit too much.' "Now, get a couple more of your bodies in here, we're only just getting."

"Of course my Lady." Almost immediately three more bodies materialized in the room and approached the already entwined threesome. As they did, new additions appeared along their pelvic plates, only this time they were much longer, flexible, and seemed to move about on their own a bit.

"Perfect," Cortana purred. "Let us continue then."


I hope you all liked this piece, especially you Cor. I'll be honest, I am surprised I haven't seen anything for Cortana and Warden out there on the interwebz, what with the above sort of situation with multiple bodies being a possibility. But if it had not previously existed, it now does. You're welcome. Next chapter should be the sequel to the previous one, unless another great idea hits me, in which case I'm sure you'll forgive me because it'll be so amazing. And come on, let's be real here, we're short on good Halo smut as of now, we need all that we can get. Anyways, thank you for reading, please give me your thoughts, opinions, and suggestions in a review, and I will see you all next chapter.