3X laid with is eyes closed. He could feel the heat of his lover on his newly upgraded nano-flesh. Soft fingers traced delicate circles around his nipples, exciting his circuits and making his skin shiver. Adding the nipples was a nice touch, 3X thought. 1B would regret not receiving this particular upgrade.

“By Ilúvatar, what fine handiwork the Dwarves have managed in you.” Legolas whispered. 3X didn’t think he was of Dwarven make. Not unless there were Dwarves in the Horsehead Nebula before the Great Sneeze. His thoughts were cut short as he felt Legolas’ warm mouth on his nipple. Another shiver rocked his circuits. He reached slowly, almost tentatively and ran his fingers through Legolas’ hair, admiring how long and fine it felt between his new fingers. He sighed with pleasure. It had been fifteen hundred years since his screws had been turned by anything other than one of his companions on ship.

Legolas looked up. “Bot, it’s been so long for you. We Elves know much about solitude. Let me ease your pains. What would you have me do?”

3X didn’t need to think. It’s the reason he had traveled fifteen hundred light years. “Let me see your penis,” 3X said. It was always a “penis” to 3X. Some of his other companions liked to use the harsher words like “dick” or “cock,” but not 3X. He preferred the beauty of the word “penis.”

Legolas rose, standing over the bot, and unlaced his breeches. Still laying back on the bed, 3X reached up and took the Elf’s penis into his hands. He traced it, running the tips of his fingers over the head and down the shaft. He touched the soft spot where the head and shaft meet. The penis twitched, and Legolas let a soft, short moan slip. 3X sat up. He took the penis in a firm grip and gave it a gentle tug. He was pleased to see the elf shudder. Slowly, patiently, he leaned forward. He touched the tip with his tongue, licking just underneath the head, in the same spot that had caused Legolas to moan. Another moan, longer this time. 3X would liked to have spent more time teasing, dragging the experience out. Penises were what he was made for, after all. But it had been so long, and he was impatient. He took the elf into his mouth, head and shaft, as far as his new throat would allow. So many things happened all at once, the smell of the elf’s musk, the elf’s shuddering moan, hands on the back of his head pulling him deeper, all sent his sensors and circuits buzzing.

Legolas pushed 3X back, pulling himself from the bot’s mouth. 3X watched the elven penis twitch and throb. “Would you have me experience this ecstasy alone, bot?” Legolas chided. “Surely you are as much in need of release as I.”

“It has been so very long,” 3X sighed.

“The lay back and let us do this together,” said Legolas. 3X laid back. Legolas knelt, straddling the bots head and ran his fingers down the bot’s chest and stomach. 3X felt the elf’s delicate hands wrap around his penis. This was 3X’s newest part. It had taken him days to decide on appropriate model. In the end he had chosen a penis of moderate size, one that would not be over-bearing to the life forms of this new system. The flesh was a black, carbon-fiber nanoskin. Strong and firm, but still sleek and attractive. 3X moaned with a thousand years of relief as Legolas’ mouth took him in. Yes, 3X thought, it was a good penis, and no less sensitive for being carbon fiber. He looked up at Legolas’ erect penis. He lifted his head and took it into his mouth. He felt the elven penis begin to throb in his mouth, and his own penis throbbed in response.

Before he could come, 3X woke up. It had been centuries since he’d had a dream like that, and centuries more since he’d had one that vivid. He sat up in his bed then moved to the mirror on the wall. He admired his new, bipedal body and it’s sleek, black carbon-fiber penis. He would use his penis on the new world soon, he told himself. But in the meantime, there were many excited companions testing out their new hardware. He would join go to join them. For now.