Upgrade Complete(Cortana Tg) (Patreon)

There was a dead quiet to the partially destroyed landscape, the explosion that damaged Zeta Halo having stripped most of the natural ecology off this section of the installation however long ago it happened, leaving much of its bare metallic foundation exposed. Johnson had been stationed at the outskirts of it, which wasn't bad all things considered. All the fighting was elsewhere and given how many injuries and deaths he saw logged when he checked through the updated registry every week, he should be thankful for the boredom.

Not that he was entirely off guard, no place truly 100% safe from danger when fighting could break out any time and any place, but six months of almost nothing did at least take the edge off his patrols. The scariest part was usually the degrading ruins around him, bent shrapnel falling every now and then, twisted tech sparking as sections of the metal would crumble amidst the decay. It scared the shit out of him sometimes, but today's had been the closest he had come to actually pissing himself.

It had seemed sturdy enough, one of the metal plates he walked on for his patrol every three days on his route just suddenly cracking, the echo of screaming metal and tearing wires only making the sudden lurch of the world worse as he found himself sliding down into the depths, the solid ground apparently hiding an entirely unknown section of the ring's edge. Or maybe it had been known but the explosion had destroyed all the connections. Either way, once the shock of the thankfully short fall had faded, Johnson was intrigued.

The metal chunk had only half fallen, creating a sturdy looking slope out of the fall, and even better the hidden hollow had dull, but workable lighting. He was rather tired of seeing the same shit every day, so he felt confident enough to continue on, trudging forward a short distance as the meager lighting turned into a bright blue glow, illuminating his surroundings as the space opened up into a sizeable room with a pedestal at its center, the blue light seemingly originating from a glowing form above the raised plinth.

He cautiously circled around the shining pedestal, slowly approaching it as he nervously wondered of its purpose. Getting a closer look on the glowing form, he realized to his surprise that it appeared to be a hologram with a humanoid form, a humanoid form that was clearly that of a shapely looking woman. It got lonely out on these remote patrols, but even without that Johnson would have found her gorgeous as he moved towards her still form, the girl seemingly asleep and still on the pedestal. What a human was doing projected there he had no idea, but she was enticing, the blue color around her naked body doing little to convince him that she was anything but human, or at least a copy of one.

Vaguely in the back of his mind he remembered hearing of something similar working for Master Chief, the name eluding him though he had always thought how nice it'd be to have a hot blue chick always there to support him. He wondered if the one he heard about had clothes, the model before him bare save for some rather inconvenient darker patches, not exactly clothes, but it was clear that it was hiding her naughtiest bits given the hidden perks of her nipples and her cameltoe only hinted at under the machine looking tattooed covering. Before he even realized what he was doing, his fingers were reaching out, wondering just how interactive she was as he went to cop a feel of the hologram's pert brea-

ZZZT

"GRAAAH FUCK FUCK F-HHHH..."

Contact activated something, the hologram seemingly sucked into his suit, his military uniform turning blue from the corruptive data that spilled inside. All at once the whirr of machinery sounded as his suit rumbled about his body like it was being jostled in a warthog, wires and metal suddenly poking out as a multitude of microneedles as the data from the construct injected itself into him. For such a violent sounding process, all Johnson could feel was a series of shivers, the needles retracting as his muscles seized. He was stuck there, wheezing as a great pain filled his head, a confused shriek echoing inside.

"AHHHHH!!!!"

It was definitely feminine, the volume dizzying, his eardrums threatening to pop as something was thrashing inside his cranium, blue light dully glinting from his eyes as it built in intensity. What followed was a barrage of emotions and sensations, panic and confusion flashing as his irises gleamed brighter, Johnson feeling the discomforting thought that strangely, these were the feelings of someone else. The best he could describe it was his mirror neurons going into overdrive, an empath response or something puppeting him as his breathing hitched, the screaming dying down to husky groaning as the feminine voice began to whimper.

"Where am I? What are these strange feelings? I don't understand!"

His head was splitting, his face spasming as his eyes flicked back and forth, his eyesight glitching as static filled his ears and eyes, the injected data humming as it gently buzzed through his skin. The pedestal that had started this suddenly blasted a white beam out, a white beam that bent and latched onto his head. Gentle pressure rolled up his chin and cheeks, his hair floating as if in zero gravity as a noticeable suck seemed to tug at his brain. His body was floating, feet dangling in their boots as the pull became noticeably stronger, his toes tingling as a numbing squeeze chilled his toes.

"Oh god what the fuck is happening?!"

"AH! WHO'S THERE!"

His chin snapped right and left as if looking for the source of his own fearful cry, his ears ringing at the loud scream inside his mind. The soles of his boots bubbled as they thinned, as if an invisible line was scrolling up, baring his soles to the chill air as his calluses were scraped smooth.

"I SHOULD BE ASKING THAT! YOU'RE THE ONE SCREAMING IN MY FUCKING HEAD! IF ANYONE SHOULD KNOW WHAT'S GOING ON IT'S YOU!"

There was silence, a whirr like a computer processing as the voice took a second.

"Wait am I in someone's head?!"

She seemed just as confused as him, which didn't bode well.

There was this disquieting realization that every time he blinked the blue glow of the room flashed, Johnson half lidding his eyes as he could see his lids dimming the light like a curtain, his irises already pumped with data that made them shine an icy blue.

"Is that what all this interference is? It's like I'm surrounded by a sea of emergency comms. Ugh bathing in all these strange patter- Ohh~? Oh... mmm~ wh-what is this?"

It was amazing how fast his mind could turn to smut, Johnson blushing at the blissful slip of her tongue, her smooth voice unashamedly moaning as his cock tightened a tad. His dangling toes were now bare, the nails losing all grime and grit, that sucking squeeze shrinking them in pulses as his arches silently popped, their girth shrinking as the pale flesh turned luminescent. Sock, rubber and metal all disintegrated, his arched pads turning sleek as his now bare feet twitched excitedly, Johnson trying to repress the surges of stiffness gradually making his cock extend as his heels squeezed into petite little bulbs, a feminine pair of feet awkwardly grafted onto the marine's body.

"I've never felt such sensations before! Ohh~ h-hey stop listening toooh~ me! I can f-feel you getting turned ahhhn~!"

The metal of his armor continued to grind invisibly away, the leather and kevlar peeling off as his muscled calves trembled, the continued sucking of the lost tech draining the strength from his legs, hairs erased in a steadily rising sheen of perfect, blue skin. It was bad enough he couldn't control his own erection, but to be scolded for it by the moaning interloper in his head was just too much, his own groans mixing with hers as the shrinking shape of his calves curved under the squeeze, his hairless calves sculpted into curvaceous slopes, his knees trembling as the voice tried to make sense of the novel feelings filling them both.

"Lahhhgically speaking I muhhst b-be a backup. But I should be in Chief's ahhhrmor."

It didn't escape Johnson's notice that she had mentioned a Chief, remembering the rumors of the blue assistant to one of the most legendary spartans to ever don a UNSC uniform.

"C-CortanAAH~?!"

Saying the name seemed to trigger more pleasure, Master Chief no longer just a legend in his subconscious, but someone more personal, more intimate, bits and pieces of time spent with him montaging as his knees crunched together. It wasn't just memories surging, that data needing to be stored somewhere, the quickly shrinking cover of his pants sliding past his angled knees to reveal flat, bulky thighs, spongy silicon data packs bloating them as the gap between them shrank.

"Ohhh~ you know mEEE~? Nngh then juuust let me think. Sooo you have tehhhch I'm not familiar with, so a few generations have pahssed making me incompahtible with the suits systems."

She quickly took control of his eyes, the moaning marine too busy confusedly thrusting against nothing, his cock only getting harder as the plush fat thickened as more of his thighs were stripped of hair and color, the pleasure connecting to the sensitized skin as circuitry sewed into the flesh, a dark blue, malleable cover feeling like a lover's caress as it threaded under his skin. It only took a quick glance, the pedestal now decked with the gauntleted legs of a marine and just those, more loading as flecks of light added to the hologram creation.

"Ah, since the suit won't aaaccept my datahhh~ I'm programmed to inhabit the OHHH~ largest storage device nearby. In uhhhhther words your, y-your!"

She stopped whatever she was going to say, a smug lilt added to her moaning as she decided it was pointless to explain. After all he'd know soon enough, able to feel for the first time the air on skin proper, her calves and toes flexing in reality as the download scan line rose closer and closer to their dick.

For as painful as it had started, Johnson couldn't deny how amazing he was feeling, overwhelmed by the memories flooding in to quite realize the jiggle in his thighs wasn't natural, the thickness hitting its apex as the plush fat just barely missed his restrained cock, Johnson feeling flushed as his arousal was fueled by both Cortana's lewd moaning and his own burgeoning attraction to the more masculine side of things. Sure every young marine dreamed of being Master Chief, but being with him was making him feel strangely-

That thought was put on hold as the first realization that something wrong was happening to his body came as the line rolled up his squashed together thighs, the cotton of his underwear unspooling as plastic and metal sheared away, the sudden droop of his balls clueing him in as he looked down, his erect cock flopping down as it dipped below the load in line-

SSGWPP

"UHHHN FUUUUUCK OH! OH! WHAT THE F-HUUUUCK~?!"

"Wait there's a few millisecond of lag is it tha- AHHHN OHH OH YESSSS~!"

It happened so suddenly, his cock briefly feeling the apex squish of his new thighs, Johnson seeing the first two inches of it turn a dark blue before it folded inside itself in one brutal, blissful pop. His shaft was swollen, the inverted length of cock squeezed by his orgasmic spasms, Johnson cumming twice as his balls emptied themselves. The explosive pleasure delayed the inevitable, his cock harder than ever as its semi inversion fucked him and Cortana repeatedly, the sucking pull of the beam lapping at the inverted tip, dragging it inwards in slivers, blue creeping up his shaft as Cortana's fantasies began to upload straight into his ass.

Cortana had never felt anything remotely comparable, the simple bliss of physicality already novel, but since she couldn't have prepared herself for that first sexual thrust, only the changed pieces offering sensory pleasures, the AI hitting frequencies beyond most living creature's hearing ranges as she felt his tip compress and squeeze, the gush of fluids spilling past the condensing bulb threatening to make her overload her internal circuitry.

It was like a symphony, the warmth of her flesh, the squeeze of her thighs, the numb nothing as her half formed clit was seemingly suspended five inches apart from her as it was swallowed down a tight, throbbing ridge of lubricated muscle, each element was crucial in having her reach even higher peaks of ecstasy. She urged it to hasten, their brains throbbing as their once dissonant thoughts began to synchronize, each orgasm providing a perfect center as Johnson's blue eyes slanted, his lashes growing as small eggshell cracks rounded the shape of his temples.

"UHHN~! AMAAAAZING!"

How many hours had she imagined what this all would feel like in a real body? Her hips wriggling as Johnson's cheeks swelled, their hips breaking inch by inch as fat swelled into their cheeks, the linear progression of the line showing its limits as they awkwardly writhed, bones misfit, though all was forgotten as their swinging sack dipped below the download line. Johnson didn't even have time to worry about what was happening to him, both quaking as their scrotum tightened, turning silvery blue like the rest as the line continued to update. It wasn't slow enough to drag out the process and torture them with it, nor was it fast enough to take care of it all in one go. All it did was deliberately rise, the two screaming in tandem as their sac shriveled and sunk, a wet pop sounding as it dove inside them, their thoughts erupting into unimaginable bliss as the line hit the bottom of their shaft before it shot inside.

Maybe shooting inside wasn't the right term, it was more like a cross dissection inverting in layers, the bottom splitting open as the last of their testosterone was forcibly ejected, the swollen bulb of a shaft slanting diagonally as the layers slotted inside. It was too much for words, the rising line making itself abundantly clear, Cortana and Johnson feeling as seemingly infinite slivers of cock shoved inside, even their sunken clit stretched suddenly as the line rose past its bottom, feeling like a tearing, all encompassing fuck. Their innards were being filtered, their sunken balls not finished with pleasuring them, only sinking deeper as the rising line pushed them, sinking deeper as their hips spread and spread.

Cortana knew human anatomy in and out, relishing in the sensation of the rising line squishing their combined g spot, clear spurts sprinkling from their widening slit as it was pinched. The need overwhelmed self survival, Johnson's hands diving to stroke his unbearably tender cock, the other groping the billowing bloat of his ass, his nails dying blue as they dipped below the update line, fingers popping and slendering to heavenly smooth teasers as Cortana took over in enjoying the perks of both sexes before her pussy overwrote his cock.

Furiously she stroked her crescent shaped shaft, the half sunken crater begging for attention as she teased the rim of her stretched clit, giving it a small poke as she screamed. The loading had accelerated, jumping a few percentages at the touch as their prostate popped into a womb, their ass cheeks bursting out as Cortana felt the slimy cock thing slip out of her fingers. It only felt natural to push on it, her innards twisting, mute puffs of bliss leaving Johnson's throat as it had long since cracked from the constant, endless screaming. It wasn't long before Cortana's fingers had gone from pushing to entering, wrists crunching as the bar jumped again, her sides collapsing as she fingered away her host's body.

It was a slippery tunnel, each twitch of her fingers, every subtle stroke of her new vaginal walls rewarded her with more her to relish in. The suck on their head was eroding the bothersome static of Johnson's resistance, even his regret vanishing as Cortana's waist sculpted itself from his muscled mass. All sorts of muscle groups contracted and squeezed inside in response to her fingering, her navel thrusting out as her spine cricked inwards vertebrae by vertebrae. With their chest now accented, Cortana realized she was excited, her heart racing at the thought of... well her actual heart racing and the rising line of blue.

The armor was really just a formality at this point, Cortana giving a shimmy as the mostly dissolved top piece slid off, disintegrating before it could even thud against the ground. Still there was that bothersome static, not exactly oppressive, but enough to be a bother during her triumphant return.

"I want to EHHHHnjoy th-HIIIIISSS so yooou have to g-HOOOO~!"

She focused hard, their brow scrunching, Cortana focusing hard as she slid another finger inside. A gasp leaked from their lips, their throat tingling, her forceful thrusting seemingly buffering the line as it stayed hovering around her ribs. Her brows had thinned, the cheeks sucking in as their brain erupted in what could only be described as an atomic tease. The static was resolving, the lovely pull of the beam rubbing out any protesting memories, her nose perking up, lips puckered as they bloated. Nonsense vowels and squeaks gradually worked their way out, her throat tensing as it thinned, her face tensing tighter and tighter, a shiver running through as she suddenly screamed in her own voice, his oily black locks floofing up as they fluttered down midnight blue and loosely styled to chin length. It was time to finish the update, Cortana enjoying her own voice as she felt her heart start to beat, the first sag of breasts surging out.

The line didn't care for her pleasure, just doing its job as her skin shined like chrome, undoubtedly flesh even with the blue shade, her heart thumping to every rise. At first Cortana was disappointed, all this build up and it was an unsatisfying swell, not nearly as fun as her ass and thighs had been. Each surge made them sag further out, Cortana almost ready to give up when the line scraped the bottom of her nipples and rose.

"OHHH~?! OH! OHHH YESSSS~!"

She came, unready for the tripling of sensation, screeching as the update forced her breasts to jiggle as the fat downloaded the last of her reserve memories, the core tenets of her personality as her body gave one final round of thrusts as the last of her flesh was colored blue, her new toes gradually falling to the floor as she let out an exultant sigh.

"Now that? That was one hell of an upgrade."

But she wasn't satisfied with just this was she? There was still quite a lot of tech wizardry inside her, her form a walking supercomputer as she did some calculations, sending an SOS out to lure in a very specific marine. It wouldn't do to just wait around though, Cortana able to judge off the memories she had and the change in Zeta's structure what had roughly happened here, deciding to go for a slightly subdued look as the darker blue coating swam over her body.

She couldn't deny it was a fun feeling, the tight fitting spandex of an old uniform teasing her nipples, rubbing her snatch, getting her aroused without tipping it off too much as she waited, the anticipation only making her more excited as she entered a low-energy state. She did not have to wait long as within a few weeks she was awakened by the ceiling shaking, a plasma rifle cutting through the metal as she smiled, her beloved Master Chief in the flesh as he landed in front of her, Cortana flashing her most innocent smile as he stared at her warily.

"You could start with a greeting you know. Perhaps a welcome back? Or you could just scan me for a surprise, though I would get a bit jealous if you had already replaced me. Though I know I was a baaaad girl~."

She purred that last bit, letting her intentions slip a little. That didn't help so she sighed and dropped the pretense.

"Look you have every right to be a bit nervous, but I'm back now. No power-hungry craziness."

"So you don't have an ulterior motive? It is you right Cortana?"

She smirked, "Well I can't say my reasons are pure, but you don't have to worry. My backup left me a bit more... tangible you see."

It was hard to tell shock with his helmet on, but she could feel him jump a little as her fingers brushed against his suit.

"And that perk comes with certain needs. Now for the real fun."

She snapped her fingers, smirking as her touch had been enough to hack his armor, his clothing snapping and breaking away, Cortana's own clothes vanishing soon after as she threw herself at her partner.

It was weird at first, but she had seen everything over their years, whether it be porn logs or even wet dreams during certain diagnostics. He was more than eager to have some fun with her and she knew it, any resistance vanishing as their mouths locked, Cortana cooing as she felt his cock thrust inside her. Cortana was thrilled to see a life of training didn't mean he was unskilled outside of combat, loving the taste of his lips, the spreading thrust as she felt the difference between a dick and her fingers, moaning out "John" lovingly. It was everything she ever wanted... until it wasn't.

It was hard to pin down, her breasts squeezing against something perky, his cock filling her less and less as she realized what she thought were her own moans were coming from him. His cock slid out with a wet sounding smack, Cortana watching as her long time partner twitched and whined, cumming weakly as his balls were shrinking down to walnuts, then raisins, sucking inside as his chest bloated much to his confused delight.

"What is this?"

Master Chief wasn't in any position to talk, purplish blue hair spilling down his feminizing face, his thighs rubbing against his cock something fierce as it sank inside. She was completely baffled, unsure what could possibly-

"Oh wait. No it can't be that! That's so stupid!!!"

Cortana had always had a small quirk in her programming, a data leak issue that sometimes copied over too many files during her subroutines, a feature left over from the ancient days, when her ancestors had been something called Chrome. it wasn't really a problem since she just regularly cleaned it up, but apparently in this human form, the data leakage meant she appeared to export her own data onto... well...

"OHHHHHH OHHH JOOOOHN~!"

And it seemed the memories copied over too, Cortana watching as her beloved chief's cock popped into a pussy, the purple clone of leaked data squirming with need. She sighed, wondering if she had some weird kind of fate given she had turned a Johnson and now a John. But then she remembered how horny she still was, sighing as she hugged her new twin, feeling wet as their lips met. No reason to waste a good fuck after all. Besides her programming was made to be optimal. As she slid her slit against her former partner's, their clits rubbing together, a part of her couldn't help but think of it as an upgrade.