Bzzt. Sparks jumped from the spoke of the ship's wheel to the motionless automaton on the floor.

"How's the welding, Auto?" Lily asked.

"Satisfactory." The giant ship's wheel drew back to survey its work, scanning over its creation with a critical red gaze.

"Good." Lily leaned over the metal body, picking a now-cooled speck of welding debris from its chest. Carefully, she ran her fingers over its face and shoulders. "I don't feel any holes. You soldered those pieces together perfectly."

"Obviously I did."

Lily snorted. "Oh, come on, Auto. I worked on this body every bit as hard as you did, and you know it."

Beat.

"Affirmative."

Lily picked up the left hand, bending it at the elbow and bringing it to the shoulder. "Joints work," she observed, moving to the right arm and then the legs. She looked up again at the wheel. "It looks solid to me."

"Affirmative."

"Does it meet your expectations?"

Auto had to think on that one for a bit. What were all of his expectations? He'd told Lily he wanted "the utility of a human form" but hadn't given her details.

Walking was a huge one. He had those nice portholes that allowed him to enter rooms, but the mechanical parts had become unreliable in the years the Axiom sat idle. True, he could have attempted to repair them, but he'd already decided he preferred Lily's form of movement—it was much more straightforward and efficient than the hydraulic boom he'd used for 700 years.

Dexterity was another. His current appendages could prod buttons, snap at plants, and electrocute annoying trash-compactor robots. Her hands could tie and untie knots, carefully carry objects without needing to pinch the life out of them, easily sort through the underside of a control panel one wire at a time and leave all else untouched.

But most intriguing to him of all was the concept of having more senses than just sight and hearing. He had observed, fascinated, when she cuddled a blanket or stretched out on the heated surface of the massage table. How she liked working in the kitchen so she could smell the food as it cooked.

"Well?" Lily prodded him. "Is this what you wanted?"

"I will soon know." The wheel dipped down to touch the body's sternum; it jerked as if touched by a defib paddle, and the red light went out.

Darkness, then the tingling of current flowing through the fine copper wiring. The body laid motionless for a several moments as its systems slowly calibrated for the first time.

Then sound.

"Auto? Auto…? You're just lying there…you ok?"

He assumed from the volume that Lily was less than a foot from his face. Like camera shutters, both eyes—one normal, one covered with a red monocle of sorts—clicked open for the first time and confirmed his guess.

Another thing he'd specifically wanted: depth perception. His lack of this ability had screwed him over majorly in his wrestling match with McCrea. One of the most humiliating moments of his existence, falling for that laughably obvious trick—he consoled himself by remembering that he'd had the sense to learn from that idiotic mistake. He wouldn't fall for that one again.

"Are you ok?" Lily asked again, concerned.

The lenses in his eyes rotated, bringing her face into focus.

"Affirmative."

Slowly, he bent his elbows, bringing his hands to belt level. Pushing himself into a sitting position, he carefully took in his surroundings, accustoming himself to the foreign sensation of adjusting his eyes' focus to view close or distant objects.

Though he'd spent most of his 700 years of existence in this very control room, he'd never seen it from this angle, i.e., lying on the floor. Familiar yet foreign, he allowed his eyes to explore the room anew, taking careful note of the undersides of the control panel.

But the hardest part still remained—standing up for the first time. He'd spent his entire seven-hundred-year existence hanging from a hydraulic arm and had no inkling of how humans balanced on two feet.

How best to go about this? Observing those fat, lazy humans tumble from their hoverchairs had provided Auto with instruction on how not to walk, in addition to endless amusement.

Perhaps it would be wise to use another object to help him balance. He reached one long arm over the now-lifeless ship's wheel, gripping the boom firmly to stabilize himself as he began to pull up.

Creak.

"You're going to break it, you ditz," Lily scolded him. "When you asked for the strength of five normal men, I thought you'd have the sense to control it."

Releasing his grip, Auto stroked his long fingers over the boom and was surprised to feel indentations in what was supposed to be smooth metal.

Only after bringing back his hand did he see the deformation he'd made.

Oops.

He reached one long arm over the now-lifeless ship's wheel, carefully wrapped his fingers around the boom, and began to pull himself up. Knowing better than to rely too heavily on the surprisingly flimsy metal, he pulled his feet under him and used his legs to finish lifting himself upright, only using the pole for balance.

"So…do you like the body so far?" Lily prompted.

"Calibrating…gyroscopes," he answered as his head tried to stabilize itself.

She regarded him quizzically. "Oh—right. You don't use cochlear fluid for balance like I do."

"I do not require fluids. They are needlessly messy.'

She snorted a laugh. "Of course you would think that. But really, it's not all that bad." She blinked. "So…what activity would you like to try first?"

He critically regarded the hand she extended in his direction. "I sincerely hope that you do not expect me to hold hands with you like that annoying trash compactor."

Her hands went back to her hips. "Auto," she said sternly, "we've talked about that little incident before. And you will show some respect and refer to that 'trash compactor' by name."

"Desist," Auto growled, annoyed.

"Auto."

Silence.

Then, a whirring of machinery deep within the body that distinctly resembled a sigh.

"I have already expressed my regret that my directive nearly resulted in his termination." Pause. "It was not malicious." Pause. "Either time."

"Still," Lily insisted, "once we return to Earth, you will apologize to Wall-E."

"Affirmative," Auto responded, making a mental note to "accidentally" reroute the Axiom away from Earth the next time he was at the helm.

Releasing the hydraulic boom, he allowed his hands to fall to his sides. To his relief, he felt perfectly stable without its support—the gyros seemed to have worked. Time to try walking. Very carefully, he lifted one foot, consciously bending his leg at the knee as he had watched Lily do so many times. Articulated limbs were a new sensation to him, but learning to use them would be more than worth it.

Leaning slightly forward, he put the foot back on the floor. Success—he'd taken his first step in his humanoid body.

Carefully, he repeated the process with the other foot. Two steps. This wasn't so difficult.

Three steps…four…five…he reached the end of the control room, turned around, and walked back. The rhythmic clicking of his polished boots on the floor was surprisingly soothing.

"Congratulations," Lily smirked. "You have learned how to pace."

He'd spent enough time around Lily by now that he could recognize she was teasing him instead of praising him. Funny creatures, humans—saying one thing and meaning another.

"Perhaps I should try something more impressive," he wondered aloud, for her benefit. "Such as beating you at chess for the four-hundred-and-sixty-eighth time."

She rolled her eyes. "Seriously, Auto, you're still keeping a tally?"

"Obviously."

"Ok, fine, fine. So, how many times have I beaten you?"

"Three." He paused briefly. "I occasionally become bored with winning."

"You annoying little—" she broke off and sighed. "Three wins to four hundred and—what was the count again?"

"Four hundred sixty-seven. Next time we play, it will be 468."

"Seriously, you should be bored with winning by now. It's about time you let me have another."

He cocked his head at her. "Perhaps I should just find another game at which to beat you."

"Auto, you are an insufferable little prick."

In response, he decided to try some human body language. He tilted his head, folded his arms, and pulled back one corner of his mouth in a little smirk. There—that should do it—a very passable example of a self-satisfied pose. "What game shall we try?"

She rolled her eyes in an exaggerated fashion. "Something quick, obviously. I'm getting very tired of being around you. You're the worst, Auto."

She had done it again: saying something she didn't actually mean. Curious habits these humans had. But he knew from experience that she didn't regret reactivating him. Not only had he saved her neck by skillfully piloting the Axiom out of Federal waters (well, Federal reaches of outer space) and keeping the Feds off of her trail, but she'd begrudgingly admitted on more than one occasion that she might not completely despise the aloof, laconic, and annoyingly charming companionship he provided.

"Ok, fine," Lily broke the silence at last. "How about…tennis?"

**Author's Note: First things first, I'd like to give credit where it's due. Thumbnail image found on Tumblr, artist's name mr-unlight (AKA Andy). He has some seriously badass fanart of humanized Auto, go check it out.

Next, a little disclaimer, the idea for this fanfic came to me less than 48 hours before publication of this first chapter. I was so thrilled to have a bolt of inspiration from the blue after months of writer's block that I had to start putting this little story together immediately. Please be aware that there may be mistakes and/or inconsistencies, this is a first draft, I appreciate any and all feedback! And don't forget to ask for your free sep-tu-a-cen-ten-ni-al cupcake in a cup. Cheers!**