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"Hello, Ruby!"

"Bwaaa!"

Ruby's attempt at a quick 180 ends up tripping her, and she lands in an ungraceful tangle of limbs just as the door shuts.

"P-penny?! Whatareyoudoinginhere?!"

There the girl stands, beaming and nodding with both hands politely behind her back.

"I came to visit you! I managed to sneak into your dorm through the window, and I think nobody saw me..."

"You climbed in the w-!" Ruby shakes her head, flattens her uniform and stands up. "Okay, okay. Yeesh. You could've called or whatever..."

"That is a good idea!" Penny chirps, still smiling. "Unfortunately I was busy trying sneak away... I promised my guardians I'd be fine on my own, but they just wouldn't give up. I think they're still looking for me now..."

Ruby just smirked and rolled her eyes. "Ah, seems like they have a hard time keeping up. Well, I'm glad to see you!"

"And I am glad to see you too! I have something I really want to show you. But it has to be alone - that's why I waited in your room." The girl nodded and made a small gesture towards Ruby, who stepped closer.

"You will need to take your clothes off!"

"... what." she flatly replied, stopping dead in front of Penny.

"Oh, wait, sorry. I think I should show you first." Matter-of-factly, she begins to unzip her dress and starts sliding it off, along with the rest of her garments.

"Penny what in the world are you d-... Uhhh."

Was 'naked' the right term? Penny, standing undressed right there in front of her, looked just about correct anatomically speaking... though, she didn't appear to have any naughty parts that would demand censorship in any self-respecting citizen's opinion. But, it was still enough to make Ruby blush and avert her eyes for modesty.

"Uhhhhhh, Penny?!"

"Okay, Ruby. I have been thinking of ways to spend more time with you, and I figured out something I think you will enjoy a lot! I had my friends in Atlas modify my body, and..."

Ruby just stood there, still gawping.

"Okay. I'll just show you. That will be easier."

Penny blinked, holding perfectly still for a moment. Just as Ruby opens her mouth to ask, a series of clicks come from her body. Running up and down her limbs, converging in the middle of her torso, seams appeared in her flawless artificial skin. Slowly, with quiet beeps and whirrs, she began to unravel.

Her body, divided into panels and segments, began to open before Ruby's eyes. To her amazement, inside of Penny was... nothing? Well, as it turns out, there wasn't nothing inside, just an absence of what she'd expected - some sort of skeleton or frame. Instead, she could already see the lime-green interior of Penny's limbs, her chest, and even her head as her face swung upwards like a trapdoor.

"Aaaack!!" Ruby shrieked, not knowing how to deal with this strange new ability.

"Ruby! Don't worry, it's okay." Eerily, Penny spoke from her disembodied mouth. "It's fine. I've been upgraded to make room for another person!"

"You... ah..." Still dazed, Ruby timidly took a step forward to get a closer look. "Whoa."

As it turns out, there were... implements tucked away inside of Penny. Each one she saw made her flush a deeper shade of red:

Massaging panels in the shoulders and neck. A protrusion hanging from Penny's face, a thick rubbery gag already slick with some kind of lubricant. Tubes for the nose and ears. Suction cups with a rounded tip inside, within each boob-shaped half of Penny's chest. Another massaging strip at the lower back. Below were two alarmingly large dildos sticking upright, their intended destinations quite clear. More touchy-feely equipment lined the legs, culminating in two feet with densely packed tips on each - to sooth, or to tickle.

By the time she'd examined in all these unbelievably lewd devices, she was bright red and wide-eyed.

"Uhm... Ruby?" Penny gave a small wave with her hollowed-out hand. "Are you still there?"

"I... y-yeah, Penny, I just... wow." She could hardly stammer the words out. "You seriously want me to get... inside of you? Like... w-whoa..."

"Yes! I'm only supposed to show people I really trust a lot, and you were the first person I thought of. And, uhm, yeah. This is why you need to take your clothes off. I don't want you to be cramped in here!"

"This is... crazy." With a whisper, Ruby slowly set about unbuttoning her shirt. "Gimmie just a second."

Ruby wasn't quite as quick to strip off as Penny, carefully laying her uniform over the bed. The whole idea was still utterly insane. Not to mention, lewd. Awkwardly, she finished undressing and finally faced the bizarre form of her friend, poised to accept a human body.

"Okay. How do I, uhh...."

"Ah, you're done at last!" Penny perked up again, taking a step forward and pointing inside. "Come up close to me, turn around and I'll guide you in."

With a glance once more at the thick inserts waiting for her, Ruby shivered. "A-are you sure about this?"

"I'm certain. I know I can trust you with my secret, so I definitely want you to be the first to try. Don't worry, I will take very good care of you!" She'd smile warmly, if her face wasn't pointing the wrong way.

Ruby took a deep breath and nodded. With trepidation, she turned her naked body and stood, exposed. Penny's hollow fingers searched, blindly reaching until they found her waist.

"Okay, I've got you. Just take a slow step backwards, and put your foot into mine... yeah, just like that, there you go."

Gingerly, Ruby shuffled until she stood tiptoe in the shoe-like openings. Right below her were those two thick protrusions, and if she settled her weight on her heels, they'd be unavoidably shoved inside. As it was, they were already poking and prodding her from underneath...

"Uhm, Penny? I-I'm not so sure about this... I mean, they look a little... b-big..." The girl trembled, feeling the rest of Penny's body begin to lean forward, pressing against her shoulders. Closing in on her.

"I will adapt to suit you perfectly, don't worry about it!" Her voice chirped from above. With a quiet buzzing noise, the pair of phallic devices shrank a little. Maybe not as much as Ruby would like, but still something. "Relax and let me handle it..."

And so she did, slowly lowering her weight downwards and bracing. In they went, filling her with rubbery toys, both nice and slick with the same lubricating substance dripping from the gag. Gasping and shaking, Ruby found herself enjoying the process more than she'd dare admit. At last, with an involuntary squeak, her heels pressed firm into Penny's, and her lower limbs sat half-encased by robot. The two devices then resume their previous size, giving Ruby a sensation of almost-just-barely-below uncomfortable fullness.

"Ahh!! It's... okay, I'm... gah..." Before she can stammer an acknowledgement, Penny continues by placing her glove-like mechanical hands on top of Ruby's shaky, fleshy ones. With a sucking noise, her arms and torso are pulled into the waiting shell as well, and her head is surrounded by a casing of rigid material.

"Mmm, good. I can feel you inside... Now, one last step." This time, her voice didn't come from the disembodied mouthpiece sitting above, but completely from within her head, straight into Ruby's ears.

Whirring and buzzing heralded the movement of all her exposed panels and pieces. Her limbs clasped shut with that same series of clicks, and her torso swung back together like a set of double doors. All of this activity pressed in on Ruby, as every inch of her body become encased in mechanical comfort... The toys stuffed inside of her were difficult to forget, but on top of that, Penny's face swung back down at last - bringing with it the final set of bodily intruders.

"Ah, uhm, Penny, are you su- Mmmph!" Too late to worry now, the rubber squirmed its way through her lips and sat itself quite snugly inside. With a little narrow segment in the 'stem' for her teeth and lips to sit, it actually wasn't terribly uncomfortable... not that it made it any less unsettling. Two smaller tubes wormed their way up her nose without warning, making her flinch, and with a final clicking noise resounding around her skull, Penny's face finally settled in on top of her own. And so did total darkness.

"Aaaaaand done!" Penny seemed quite proud of herself, immediately striding to the desk mirror for a quick look. Barely giving Ruby time to get to grips with her body being puppeteer-ed from the outside, a passenger suddenly along for the ride. "Oh my, we fit together perfectly! You can't see a single seam, this is spectacular!"

"Mmmm!!" Ruby strained, trying to get her attention.

"What's that? Oh, I'm terribly sorry! You can't see in there, yes? Just one moment..."

The pitch-black of Penny's insides lingered for a few seconds, until at last the outside world faded in. A stereoscopic view was presented directly to Ruby's eyes.

"There. Now you can see what I see! And I think I see a successful upgrade, what do you think?"

".... Mmm." She can't exactly offer a detailed response, but she's awed all the same by the sight; Penny, staring back at her - at herself.

"Wonderful, isn't it? Oh, but I really should be wearing clothes. Ah, I know!" With a glint in her eye, she turned and grabbed Ruby's discarded uniform from the bed.

"I will wear your clothes! I hope you don't mind..." Ruby clearly minded, squirming and complaining into the gag like she did. That didn't stop Penny from soldiering on regardless. First her underwear, black and lacy... What kind of friend just puts on a friend's panties?! Unbelievable. A sheer pair of pantyhose, a plaid skirt, a shirt and a blouse all were placed on top.

"Ahh, this is so lovely! I've never worn a Beacon uniform before..." Penny had to be deliberately ignoring Ruby's reluctance by this point, as she took to the mirror again. "It looks good... and still warm, isn't that delighful!"

Gah, so weird... Ruby could barely handle the embarrassment, her friend stealing her body and her clothes. And stuffing every orifice she had with rubber and silicone and god knows what else.

"Now, one thing..." Penny sat them both down on the bed, hands clasped. "It's important for you to relax. Apparently, you are at risk of cramps and injury if you happen to be moving one way, and I'm moving another... So I've taken care to add as many relaxing functions as possible. Let's try some now!"

"MMmph?!" Her enthusiasm bulldozed over Ruby's protests. All those wave-shaped flexible panels pressed against her skin start to flex, to massage her shoulder muscles, her back, her thighs... Immediately the feeling becomes overwhelming. "Mmmmmmmmm..."

"Ah, that's good, right? Just relax, and you won't have to worry..."

With Ruby being subjected to such pampering, she almost didn't hear a furious knock at the dorm door.

"Ruby!? Are you decent in there? You're late!"

Oh no. Weiss's voice travelled through the door, clearly out of patience for today.

"Mmm!" All that supposed relaxation was swept aside, as Ruby immediately began to panic. If she could get Penny to open up and eject her quickly enough, then maybe-

"Come in, Weiss! I'm almost ready!"

Her voice. Coming out of Penny's mouth. She's too surprised to even moan into the gag about it.

"Shh. Sit back and let me drive, Ruby." Penny's whispers reached her ears, and her ears only. "We can spend all day together, and with your friends..."

All day?!? It wasn't very okay, but she was in no state to put up a fight. The massagers were making her melt again, and they'd been joined by a buzzing warmth in the crotch region... Oh no. Ohhhhh nooo....

And now Weiss is here, looking very mad... "Well, I'm not going to be the one to explain to Professor Port this time... Your shoes, Ruby! Please don't forget them like last time."

The real Ruby felt her head nod, and the rest of her body stand up. No, she had to stop this... but... with even the lowest level of stimulation she was struggling to mount a resistance. Something else had mounted her, buried itself deep inside and was draining her strength with every second of unbearable pleasure. She should've looked more closely, seen the vibrators covering the whole crotch from inside. And now she was trapped. But maybe Weiss would come to her rescue...

"Alright, okay, I'm putting them on my feet so I won't forget to bring them, what do you think of that amazing idea?"

Even her snark sounded Ruby-like... how was this happening?! And why hadn't Weiss, who'd entered the room hands-on-hips and frowning, noticed Penny wearing her uniform and talking to her?!

"Hmph. Let's just go already." Haughty as always, she turned and lead the way. Before following, Penny glanced at her reflection just once more.

Silver eyes, black-with-red-tips hair. The spitting image of the Ruby trapped inside. Penny's usual bow hastily left on the bed.

"Shhh. Colour-changing. Hopefully nobody looks too close... oh, and I hope you don't mind me borrowing your voice too! Now, like I said, just relax..."

"MmmmMMMMMmmmmmm...." No, no, no! She couldn't spend all day like this! She squirmed, wriggled, curled her toes, bit into the rubber as hard as she could... but it was pointless. The buzzing grew stronger, stimulation that surrounded every single centimetre of her body, squeezing from all directions at once. A walking prison of erotic torture. Not just around her, but inside. At the mercy of a thousand devices having their way with her. Finally, she just went limp and moaned, her body locked upright by the robotic shell she'd so foolishly slipped into.

"Glad you agree. Oh, this is going to be wonderful!" said Penny cheerfully, nonchalantly hijacking Ruby for the day. "Thank you, Ruby!"

And off to class she went. Quietly buzzing, and moaning, and squeaking, and grinding her hips for some reason.