Shivers in the Circuits

Posted originally on the Archive of Our Own at http://archiveofourown.org/works/66803428.

Rating: Explicit
Archive Warning: No Archive Warnings Apply
Category: M/M
Fandoms: Marvel Rivals (Video Game), Marvel
Relationship: Tony Stark/Ultron
Characters: Ultron (Marvel), Tony Stark
Additional Tags: Plot What Plot/Porn Without Plot, Hate Sex, Clothed Sex, It's Armor, Hand
Jobs, Oral Sex, Anal Sex, Riding, Digital Art, Robot Sex, Robot/Human
Relationships
Language: English
Stats: Published: 2025-06-23 Words: 6,767 Chapters: 1/1
 Shivers in the Circuits
by MythicWolf

Summary

After a particularly grueling match in Midtown, Ultron and Tony Stark decide to blame their loss
on each other. What starts as a simple shouting match changes into a much more productive means
of blowing off steam in one of Avengers Tower's many office spaces. Ultron is determined to show
Tony who's in charge, but Tony isn't one to back down from a challenge so easily.

Notes

Hey y'all! I've been working on this as a collaboration with my good friend @VHKAnsfweer, who
provided some incredible artwork to go along with this story. It is censored, but if you want to
check the full version of the artwork, go take a look at their socials for a way to do so!

I had a ton of fun working on this with them, and I'm very pleased with how this came out!

See the end of the work for more notes

As Ultron cast his gaze around Avengers Tower’s lobby, irritation flared in his circuits. He clenched
his clawed hands into fists and replayed the events of the recent skirmish in his processors.

All that effort, combined with an optimal team composition, and yet we still could not hold our own
against Storm’s team. Who could’ve given her the idea to combine her powers over the weather
with that ludicrous shark?

Ultron pushed the thought from his mind and stalked across the lobby. Near the entrance, Mantis
was in deep conversation with the brown rodent—Rocket, his processors supplied— and Bruce
Banner and Namor spoke in hushed tones from their position close to the receptionist’s desk.

Tony Stark, however, walked toward the elevators. He was still clad in his armor, but his hunched
body language suggested irritation.

The sight made Ultron’s circuits flare with a fresh wave of aggression. He kicked the boosters on
his feet online, then hovered across the lobby toward Tony.

“Where do you think you’re going so soon?” Ultron asked, his voice carrying across the lobby.

Tony glanced over his shoulder. The bright blue eyes of his suit met Ultron’s. When Ultron ran the
calculations, he determined an eighty percent chance Tony would counter with a childish retort.

“I’m going to change out of my armor and think long and hard about how you screwed the match
up for us,” Tony said, his voice filled with ire.

“How I screwed us up?” Ultron echoed. “You were the one who refused to stay with the team,
Stark. Although you have those fancy weapons, you don’t have the brainpower to use them
properly in a fight.”

Tony scoffed. “That’s rich, coming from you. How many times did your chassis get wrecked,
again?”

“Five,” Ultron grumbled, “But three of those incidents were due to your negligence.”

“I’m not responsible for babysitting you!” Tony exclaimed. “Jesus, when I asked Santa for a robot
companion, this isn’t what I meant.”

Ultron stopped a few feet away from Tony and stared at him. If his mouth were capable of dropping
open, it would have. Instead, he set his hands on his hips and glared at Tony.

“You are the most childish human I have ever had the displeasure of meeting,” Ultron said. “And I
have the downloaded knowledge of countless.”

“Aww, aren’t I a special guy?” Tony turned toward the elevator. “Now, would you let me go? We’re
causing a scene, and our work environment doesn’t need to be any more toxic than it already is.”

As Tony walked to the elevator, Ultron ran a few calculations based on his possible subsequent
actions. On one hand, if he left Tony alone without a proper confrontation, it could result in more
disastrous matches in the future.
At the very least, a private confrontation could establish some sort of common understanding. The
idea made Ultron’s circuits crawl with displeasure, but the team's continued success against the
Dooms was far more critical.

Once Tony entered the elevator, Ultron dashed across the space and got in beside him. Less than a
second later, the doors slid shut, trapping Tony and Ultron inside.

“Wh—what the hell are you doing, you bucket of bolts?” Tony stammered.

“Confronting you properly, Stark.” Ultron landed and stepped toward Tony. “If we are to work
together more successfully in the future, you must understand how your actions affect the rest of
us.”

Tony scoffed. “Please. If you had backed me up—”

“And there is our problem.” Ultron pressed his clawed finger against Tony’s metal chest. “It’s
always about you. It’s about how we can help you.”

“As opposed to letting you take charge?”

Ultron hummed. “Indeed. Letting me make the decisions would provide favorable outcomes in
battle over ninety percent of the time.”

Tony stepped back and clanged against the wall. “Good for you, pal. None of us wants to follow
the murdering robot with daddy issues around the place, though.”

“Sigh. For a self-proclaimed genius, you are remarkably narrow-minded.”

Ultron stepped forward again and crowded Tony against the wall. When Ultron placed his hand
against Tony’s chest, Tony’s breath hitched slightly.

“U—Ultron, you better step back,” Tony said, his voice strained.

“And why should I do that?” Ultron asked. “You still don’t seem to understand the concept of
teamwork.”

Tony sighed heavily and squirmed, but Ultron’s grip was too tight. “Let’s talk about this another
day, yeah? Oh, we could even do it over a proper team meeting! I’ll bring donuts, and maybe you
can grab the coffee.”

Annoyance flashed through Ultron’s processors. “One: I am a machine, I cannot eat. Two: you are
babbling incessantly. You only do that when uncomfortable.”

“You’re literally pressed up against me,” Tony pointed out, his voice a few halftones higher than
his baseline.

Ultron hummed and studied Tony again. Despite being covered by a high-tech suit of armor,
Ultron’s sensors could penetrate much of it to get a better view of the man hiding behind the metal.

Tony’s pulse was at 140 BPM rather than his typical 72, and his blood pressure was elevated. A
myriad of chemical reactions suggested he was sweating more than was typical for his exertion
during a match.
Eugh. Humans. Disgust and intrigue simultaneously flooded Ultron’s processes.

“How strange,” Ultron murmured.

“What the hell are you talking about now, pal?” Tony asked.

Ultron dragged his hand down Tony’s chest and studied the contours of his armor. “I would go so
far as to call this pathetic.”

Tony tried to push Ultron off him, but Ultron retaliated by grabbing Tony’s wrist with his spare
hand. He pinned it to the wall, then used his foot to hit the stop elevator button. The elevator
screeched to a sudden halt.

“Th—this isn’t funny,” Tony stammered. “Look, if you’re planning on trying to kill me, could we
take this literally anywhere else?”

Tony’s heart rate spiked even higher, and his blood flow shifted downward.

“The thought crosses my mind every time I hear you speak,” Ultron said. “But no.”

Tony sighed and leaned his head back until it clanked against the wall. “Then illuminate me,
dammit!”

“You are showing signs of heightened arousal,” Ultron observed. “You have since I began
manhandling you, as you’ve stated.”

Tony’s high-pitched laugh grated on Ultron’s nerves. “ Ha! Nice joke, asshole. You do stand-up
routines?”

“I do not joke,” Ultron said. “And my sensors cannot lie, Stark. If you had cared more about that
kind of thing, you should have developed armor impenetrable to my scans.”

Tony fell silent and averted his gaze. “Gonna note that down for the next set of armor, then. Make
sure no nosy robots can peek at your vitals.”

Ulton hummed. “So…this arouses you? You enjoy being pushed around by others?”

“Not typically!” Tony protested.

“Oh?” Ultron shifted his hand downward to rest on Tony’s hip. “So it is just me, then.”

Tony coughed, then tried harder to break free of Ultron’s grip. He activated his thrusters, but Ultron
forced all his power into keeping Tony still.

“Your silence is damning, Stark,” Ultron murmured. “How degenerate of you.”

“Can you just fuck off and save the blackmail for another day?” Tony asked.

“Hmm, I do not think I will.” Ultron inched closer. “Who knew the respectable scientist wanted
nothing more than to have his way with a machine like me? Is that why you hide away in your
armor? You want to be like me?”
As Tony stopped struggling, his arousal continued to build toward his groin. “Look, you want this
to continue, you better quit trying to act like a psychosexual therapist. It’s honestly a huge turn-
off.”

“Your vitals disagree.”

Tony sighed heavily. “Two can play at this game, buddy. For someone who says he hates all forms
of organic life, you’re entertaining this much longer than I thought.”

“Eugh.” As disgust flared inside Ultron, he considered letting Tony go.

And yet… a small part of Ultron’s processes wanted to go further. It wanted to indulge.

Tony chuckled and placed his free hand on Ultron’s bicep. “I bet you wanna get in my pants. How
very human.”

“Don’t you dare start,” Ultron warned.

“Hey, I’m not judging. Horny robots are pretty goddamn cool.”

“Ugh. You are such a simpleton.”

“And here I get the feeling you like it.” Tony’s mask lifted to reveal his annoyingly handsome face.

“Not as much as you do.”

Ultron moved his hand from Tony’s hip to the plate covering his crotch. Tony grunted, and his eyes
squeezed shut. A crimson blush spread across his cheeks. Lava flowed through Ultron’s circuits
and overloaded his digital brain.

More. More of that.

“Fine,” Tony said, his voice strained. “We clearly need to blow off some steam after that shitshow
of a match, right?”

“The one you caused us to lose,” Ultron grumbled. “As pleasant as H.E.R.B.I.E. is, our objective
was to keep him from scanning the Darkhold.”

“And we lost, boohoo, get over it.” Tony scowled. “So now we blow off steam. Have some fun.”

“And what makes you think I would ever do this with a human?” Ultron asked.

Tony raised a brow. “The fact that you’re basically groping me is proof enough.”

“Ah. That is a…fair point.” Ultron ran his hand from Tony’s crotch to his lower stomach. “Let us
blow off some steam, as it were.”

“Great!” Tony grinned, but it quickly slipped into an uncertain expression. “Now, uh, how are we
going to go about this? I don’t exactly see a dick on you. Or any reproductive bits.”

“I can change my physical appearance at will,” Ultron said. “I can give myself whatever set of
genitals you would wish for.”
“Definitely a dick.” Tony squeezed Utron’s arm. “And, uh, can you give yourself a hole?”

Amusement ran through Ultron’s circuits. “How eloquent of you, Stark.”

Tony’s face turned crimson. “Fuck off, okay? Can you do it, or not?”

“Easily, yes.”

“Good, good.” Tony’s expression shifted from embarrassment to confidence. “Do that, then. I really
want to fuck you.”

“Hmm…” Ultron gave Tony a once-over. “I suppose I can allow that.”

“Good, ‘cause someone’s got to show you who’s boss.”

“And that’s where you’re mistaken.” Ultron pressed Tony more insistently against the wall and
leaned in until their faces were inches apart. “I will let you inside me, but make no mistake: I am
the one in charge.”

Tony shivered. “Fuck.”

Satisfaction spread through Ultron’s processor. “You like that, hmm?”

“Fuck you,” Tony shot back weakly.

“You truly are a degenerate, Stark.” Ultron let go of Tony and stepped back. “What would the rest
of your friends say if they knew how badly you wanted to fuck a robot like me?”

Tony’s face flushed an even deeper shade of crimson. He scowled at Ultron and crossed his arms.

“Keep this up, and maybe I’ll spill the secret that you want a filthy human inside you.”

Ultron chuckled. “Nobody would believe you, Stark. A statement as outlandish as that has a mere
four percent chance of being accepted as truthful by any of your companions.”

“I hate how goddamn smug you are.”

“Blame my creator for my personality, if you wish.” Ultron glanced over his shoulder at the
elevator panel. “Now, where are we to do this? I doubt you want to monopolize the elevator.”

“Yeah, definitely not. I don’t need a crick in my back.”

A second later, Tony stepped past Ultron and pressed a button for the floor directly above where
they stopped. The elevator briefly lurched into motion, then stopped at the corresponding floor. The
doors slid open to reveal a darkened office space.

“This should work,” Tony murmured. “Nobody comes up here. We shouldn’t be bothered.”

“You humans have such strange taste in places to perform sexual activity,” Ultron remarked.

“It’s called spontaneity, you bucket of bolts.”

“Hmm.”
Ultron exited the elevator and took in his surroundings. The lights were off, but tall windows
bracketing the room offered an excellent view of New York’s nighttime skyline. The Baxter
Building stood like a monolith on the other side of Midtown.

Ultron pushed his annoyance away and returned his gaze to the room. Desks and chairs were
scattered around the place, as well as a few fake potted plants. Tony had stepped into the room, his
hands fidgeting at his sides.

“Do not be so nervous,” Ultron said. “You have done this before, yes?”

“Of course I’ve had sex,” Tony remarked dryly. “Just not with a ten-ton killer robot.”

“How privileged of me to be your first.”

“Sarcasm isn’t a good look for you, bolts.”

Ultron stepped toward Tony and grabbed his arms. Once Ultron manhandled him so they faced
each other, he hummed.

“If we are to do this, I have one requirement,” Ultron said.

“Y—yeah?” Tony stammered.

“Leave your armor on.” Ulton ran his hand down Tony’s side. “You can expose your genitals, but
the rest stays.”

“Too ashamed of wanting a human?” Tony teased.

Ultron tightened his grip enough that Tony’s armor creaked. “Do not push your luck or test my
patience.”

Tony swallowed heavily, then lowered his faceplate. “G—got it. Crystal clear. Heard.”

“Good.” Ultron pressed his palm against Tony’s crotch. “Now take this off.”

Tony reached between his legs with a shaky hand, gently pushed Ultron’s out of the way, and undid
the codpiece. With a slight hiss, the section of metal came undone and revealed a sizable bulge in
black compression shorts.

After Tony tossed the codpiece aside, he tugged the compression shorts downward. His uncut cock
flopped out, hard and dripping. It was a modest seven inches and relatively thick. A [air of nicely
sized, lightly hairy balls rested underneath.

Where Ultron had expected disgust to kick in, warmth burned through his circuits. He itched to
experience the weight of Tony’s cock in his hand or inside him.

Eugh. What is wrong with me?

“Gonna stare all day or get a feel for it?” Tony teased, although his voice wavered.

“You are a brat, Stark.”

“I’m starting to think you like that about me.”

Ultron hummed, then reached forward and wrapped his hand around Tony’s dick. Tony grunted,
and his cock throbbed. A bead of precum formed at the tip and dripped onto Ultron’s wrist. Ultron
slowly stroked Tony.

“F—fuck,” Tony grunted. “Your hands are a lot warmer than I expected.”

“My internal processes generate a significant amount of heat,” Ultron explained. “If you were to
stick your hand inside my torso, it would burn to a crisp.”

“Is that what’s going to happen when I stick my dick into you?”

Ultron stifled his amusement. “I will ensure I form something warm, but not unpleasantly so.”

Tony’s shoulder relaxed. “Good, good.”

Ultron continued to jerk Tony slowly. He studied each minute change of Tony’s body, as well as his
increased heart rate and spiking blood pressure. More precum spilled from his cock and coated
Ultron’s hand, which made it easier for him to jerk Tony off.

“Shit, you’re good at that,” Tony groaned. “You ever done this before?”

“No.” Ultron dragged his thumb over Tony’s cockhead.

Tony hissed, then grabbed Ultron’s shoulders tightly. Ultron suppressed the urge to shove Tony
away and attack him.

Insolent creature. Ultron’s curious arousal made his processor coil with disgust. I should purge my
own programming for letting this happen.

“Am I seriously your first fuck?” Tony asked, chuckling. “No fucking way.”

“Sigh.”

“It’s honestly cute that you have to speak sighing,” Tony continued, his breathing ragged.

Ultron tightened his grip on Tony’s cock. “Quiet yourself.”

“Make me.”

As frustration filled Ultron, he stroked Tony faster. With each motion, Tony gasped and moaned.
He bucked his hips into Ultron’s hand in an effort to get more friction.

“You are already approaching your orgasm,” Ultron observed. “Perhaps I should bring you to it
now.”

“Don’t you fucking dare!” Tony shouted.

Ultron increased his pace. “Then beg for it, Stark.”

Tony gasped and moaned even louder. His wanton noises were a symphony to Ultron’s audio
processors. Bringing Tony to such desperate heights made satisfaction sizzle within him.

“Y—you can’t be serious,” Tony protested between groans.

“I am completely serious.” With each stroke, Ultron dragged his thumb over Tony’s cocktip. “Beg
for me to let you fuck me.”

“Goddamn it,” Tony groaned. “Please, Ultron.”

“Pathetic. You can do better than that.”

“You’re a bastard.”

Ultron reached down with his other hand and cupped Tony’s balls. As he stroked Tony faster, he
squeezed and tugged them. A litany of curses escaped Tony’s mouth. A veritable flood of precum
spurted from his cock and coated Ultron’s fingers.

How can he be so completely aroused? Why can humans have this reaction to people they despise?

Ultron could not compute an answer, so he instead continued to feed into his morbid curiosity and
urges.

“Beg, Stark,” Ultron commanded.

Tony leaned forward and pressed his helmet against Ultron’s chest. “Please let me fuck you,
Ultron! Fuck, I’m gonna go crazy if I can’t feel you inside me!”

Ultron slowed his motions. “Better. Continue.”

Tony’s whine made Ultron’s circuits light up. “God, you really don’t want me to cum yet. You
haven’t lived until you’ve felt another guy filling you up!”

Surprise flickered through Ultron’s circuits. “It seems you’re much more promiscuous than I
assumed.”

“Fuck off,” Tony groaned.

Ultron’s hand stilled. “I suppose I shall let up for the moment.”

“Oh, thank God.” Tony slumped further against Ultron.

Foolish human. I could gut you in an instant like this.

However, despite Tony’s vulnerable position, Ultron had no urge to follow through. Instead, he
ached to experience being filled.

You puny human.

“I suppose I should fashion something useful for this, then.”

“Oh God, yes, please.”

Ultron pushed Tony back and spread his legs slightly. Tony’s gaze shifted downward and locked on
Ultron’s crotch.

“How the hell does this work, exactly?” Tony asked, his voice dripping with arousal.
“I can change my form at will, as I have stated,” Ultron said. “Every atom of my body is
susceptible to manipulation, which is how I can fire lasers from my arm at a whim.”

As Ultron spoke, he focused his transformation processes on his crotch and rear. The nanites within
his body responded in kind and slithered through his circuits. Ultron ran a subroutine to recreate a
cock that he’s used a handful of times.

“So you can make a dick without much hassle.” Tony nodded. “Pretty nifty.”

“It’s a bother, more than anything.” Ultron’s crotch plate shifted. “As the ultimate lifeform, I should
be above such base urges, but my creator left some…needs embedded in my code.”

“He really wanted you to be a real boy, huh?” Tony teased. “How unfortunate for you.”

“Indeed.” Ultron rerouted a few of his less essential processes to his often-unused pleasure sensors.
“Henry Pym is an eccentric man.”

“Yours must be, yeah.” Tony’s gaze was fixed on Ultron’s shifting crotch.

Ultron’s dick extended from the metal as if it were coming out of a slit. He opted against a pair of
metallic balls, as they’d be a waste of space, but he made sure his cock was longer than Tony’s. The
metal was ridged, and the cracks between glowed crimson like the other portions of his body.

“Holy shit,” Tony breathed. “You’re huge.”

Amusement pulsed through Ultron’s sensors. “I can make it as large as I please.”

Tony reached forward with shaky fingers, but stopped a few inches from Ultron’s shaft. “Uh…may
I?”

“So you do understand manners,” Ultron remarked. “Yes, Stark, you may.”

In a flash, Tony wrapped his metal fingers around Ultron’s cock. The sudden contact made a jolt of
electricity shoot through Ultron’s circuits. He hummed, then focused his processes on creating a
suitable hole for Tony’s cock. Using Tony’s cock as a base, he calculated the proportions needed to
make the fit as tight as possible.

“Jesus Christ, Ultron,” Tony groaned. “No wonder you don’t keep this thing out.”

“It would be highly inefficient,” Ultron said.

“Lucky me, then.”

Tony increased his pace and used both hands. Ultron’s circuits fired with increased pleasure. He
groaned softly and braced his hands against Tony’s shoulders.

“So you can feel pleasure,” Tony observed. “Did you turn those subroutines on just for little old
me?”

“Shut it, Stark,” Ultron grumbled.

“You did! I’m flattered.”

Ultron considered a number of retorts, but Tony’s constant strokes killed any motivation Ultron had
to say something. He focused on the pleasure that burned within him.

Stark certainly is…quite skilled at this.

As Tony continued to jerk Ultron off, clear fluid seeped from Ultron’s cocktip. It spilled onto
Tony’s wrist and dripped to the ground with the same consistency as water.

“That’s not actual precum, is it?” Tony asked. “There’s no hidden biological component inside
you?”

“Of course not, you simpleton.” Ultron tapped his fingers against Tony’s shoulders. “I’m leaking
cooling fluid as a facsimile. It helps with immersion and rids my form of the excess.”

“Consider me immersed,” Tony deadpanned. “Still, that’s pretty hot…”

Tony released one of his hands from around Ultron’s dick, then dispelled the metal surrounding it.
He dragged his flesh fingers through the excess coolant, then brought his slick digits to his cock.
He jerked himself and groaned.

“Oh, fuck, that’s good,” Tony moaned. “It’s a good makeshift lubricant.”

“You are shameless,” Ultron growled, disgust filling his circuits.

“And it’s all because of you.”

“Ugh.”

Ultron pushed his revulsion to the side for the moment and instead fixed his attention on the
pleasure that burned his circuits. It pulsed from his cock through his lower body and into his central
processors. His core grew warmer and warmer.

“So, uh, can you cum?” Tony asked between heavy breaths.

“Must you ask such inane questions?”

“Sorry I’ve got such an inquisitive mind!”

“Yes, I can climax,” Ultron growled. “I would not have suggested this if I couldn’t.”

Tony chuckled. “Can’t wait to fuck you until you cum your robot brains out, then.”

“Imbecile.”

Ultron allowed Tony to jerk him for a few more moments, then grabbed his wrist and yanked it
away. Tony yelped, then groaned in annoyance.

“What the hell was that for?” Tony asked.

“This is not how either of us wants to end this encounter.” Ultron placed his hands on Tony’s
shoulders and pushed. “On your knees.”
Tony grunted in surprise and hit the ground, his knees clanking against the floor. Blue LED eyes
glared up at Ultron. Smug satisfaction rose within Ultron alongside his arousal.

“What the hell are you doing?” Tony demanded.

“Having my way with you, of course.” Ultron grabbed the base of his cock and shook it. “Now
suck.”

“I thought you didn’t want to see my face?”

Irritation spiked within Ultron. “I changed my mind, for now.”

Tony’s mask disappeared, replaced with a slight frown and raised brow. “Is that coolant stuff even
safe to ingest?”

“Yes. It may not be the most pleasant taste, but it will not poison you.”

“Good, because this would be an insane way to kill someone.”

Seconds later, Tony wrapped his hands around Ultron’s shaft again and leaned forward until his lips
were less than an inch from the cockhead. Tony’s warm breath ghosted across the metallic surface
and made Ultron hum.
“Get on with it,” Ultron commanded. “We do not have all night, Stark.”

“Lemme psych myself up first, asshole.”

Tony took a few deep breaths, then opened his mouth. He closed his lips around Ultron’s cockhead
and hummed. The vibrations combined with the wet warmth sent a spike of arousal through
Ultron’s lower body. He groaned and set his hand atop Tony’s head.

Seconds later, Tony took the first few inches inside his mouth. His lips were stretched wide to
accommodate the sheer girth of Ultron’s dick. As Ultron stared at Tony, a mixture of lust and
disgust twisted within him.

What is wrong with me? I shouldn’t want this.

Tony swirled his tongue along the underside of Ultron’s shaft and banished the thoughts from his
mind. He groaned louder and pulled Tony deeper on his cock. As Tony choked, his eyes widened,
but he kept his composure and breathed deeply through his nose.

“At least that mouth of yours is good for something,” Ultron said between grunts. “Perhaps I
should have you like this more to shut you up.”

Tony glared up at Ultron. Amusement spread through Ultron’s processors. A moment later, he
returned his attention to Ultron’s shaft and sank deeper on it. When he made it halfway, he stopped
and hollowed his cheeks. The sudden tightening around Ultron’s length made him groan louder.

“More of that,” Ultron commanded. “ Deeper, Stark. You can do better than that.”

Tony huffed but threw himself more insistently on Ultron’s length. He took in a few more inches
but only made it three-quarters of the way down. He swallowed reflexively around Ultron’s dick
and groaned.

“You find choking on my length arousing,” Ultron observed. “You’re revolting, Stark.”

Tony glared and extended his middle finger toward Ultron. Ultron responded by holding Tony’s
head in place and thrusting his cock forward. Tony choked, but his cock throbbed.

“And you like being used.” Ultron snapped his hips forward again. “You could climax just from me
using your throat as a mere toy.”

Tony moaned even louder, and his heart rate spiked. He gripped his dick tightly and stroked it
quickly. A steady flow of precum spilled onto the ground and formed a small puddle.

Ultron kept Tony’s head in place and fucked his tight throat at a steady pace. “Maybe this would be
a better use of our time.”

Tony moaned and grunted around Ultron’s cock. Saliva mixed with Ultron’s coolant dripped from
the corners of his lips. The sight made heat burn within Ultron’s core. Pleasure cascaded through
his artificial nerves.

Don’t lose yourself yet. You still have more to show this foolish human.

As Ultron slowed his pace, his internal systems alerted him that his hole had finally been properly
created. With his free hand, he reached behind himself and dragged one finger down the cleft
between both artificial asscheeks.

True to his diagnostics, a rather plush hole had been created between his cheeks. When he slid his
index finger inside, it was drenched in a coating of lubricant that made insertion easier. A more
intense wave of pleasure filled his circuits.

Yes, this will do excellently.

Ultron withdrew his finger and stopped fucking Tony’s throat. He slowly pulled away and left Tony
a gasping mess. He wiped the liquids from his mouth and glared at Ultron.

“Could’ve warned me you wanted to fuck my throat,” Tony protested, his voice hoarse.

“I could have,” Ultron agreed. “Mask back on.”

Tony rolled his eyes. Once the mask obscured his face again, he stood on shaky legs. Ultron swiftly
pushed Tony toward a rectangular conference table littered with papers. Tony yelped and grabbed
the edge.

“I am going to ride you, Stark,” Ultron said. “And you are going to lie back and take it.”

Tony shuddered. “Jesus, okay. Bossy fucking robot.”

“If you learned how to listen half as well as you perform oral sex, we wouldn’t have that issue,”
Ultron chastised. “Now get on the table and lie down.”

Tony scrambled onto the table and scooted back until he lay in the center, his knees slightly bent.
His bright blue gaze was locked on Ultron’s, and tremors rocked his body even through the armor.
The sight made Ultron’s circuits burn with desire.

“So, uh, you made a hole for me?” Tony asked. “It’s not gonna be rock solid, is it?”

“I have ensured it is plush enough as to not provide discomfort,” Ultron replied. “I am a far more
competent being than you could ever hope to be, Stark. I know every conceivable way to bring
pleasure.”

“Wonderful,” Tony deadpanned, although his voice wavered slightly. “And the problem of, uh,
lube?”

“My entrance self-lubricates.”

Tony sighed. “Well, that’s a relief.”

Ultron hummed and stepped onto the table. It groaned under his and Tony’s combined weight, but a
quick structural analysis ensured it wouldn’t break. He stepped over Tony, bracketing the human’s
torso with his large legs.

Despite Tony’s full suit of armor, he was incredibly vulnerable below Ultron. A fresh wave of
arousal shot through him and made excess coolant leak from his shaft.

“This is a good look for you,” Ultron murmured.

“Helpless and at your mercy?”

“Precisely.”
Ultron lowered himself slowly, careful to position his hole over Tony’s dripping shaft. He reached
underneath himself to grab the base of Tony’s cock. When he closed his fingers around the base,
Tony gasped.

“F—fuck,” Tony groaned.

“Don’t finish yet,” Ultron warned. “And ensure you don’t too soon.”

Tony chuckled. “You kidding? I’m gonna make this last. Who knows when I’ll get to fuck you
again?”

“Sigh.” Ultron lowered himself until Tony’s cockhead brushed between his cheeks. “You’re a
miserable little creature.”

“And yet you’re letting me fuck you.”

“And I’m the one in charge.” Ultron placed his other hand on Tony’s chest. “Don’t forget that,
Stark.”

“Definitely won’t.” Tony rested his hands on Ultron’s hips. “Fuck, you’ve got a slim little waist,
huh?”

Ultron hummed. “I find it…aesthetically pleasing.”

“Kinda makes you look like a whore.”

Ultron lifted away from Tony’s dick. “What was that?”

“Nothing, nothing!” Tony let go of Ultron and held his hands up in surrender. “Please continue!”

Smug satisfaction coursed through Ultron’s circuits. “Good.”

A few seconds later, Ultron returned to his position brushing Tony’s cock. The throbbing shaft
rubbed between Ultron’s cheeks. Tony groaned and pressed his head against the floor. As Ultron
continued to tease Tony’s dick, he stroked his cock slowly.

“I believe I’ve found my favorite look for you,” Ultron said. “Exactly where you belong.”

Tony huffed. “Whatever. C—can you just, you know, get to it?”

“Impatient, insolent thing.” Ultron gripped the base of Tony’s dick more tightly and lined it up with
his hole. “I shouldn’t let you have this. You’ve been such a thorn in my side.”

“Yeah, but then you’d be kicking yourself for days.” Amusement bled through Tony’s lustful tone.

I hate when he’s right. Ultron swallowed his annoyance. Fine. If he wants it so badly, then he will
have it all.

Ultron sank until Tony’s dripping cockhead pressed against his hole. The contact sent a surge of
lightning through Ultron’s circuits and made him grunt in surprise. The pleasure from Tony’s
mouth on his length had been intense, but this was something else entirely.

“Shit, you weren’t kidding,” Tony groaned. “It’s soft.”

“Quiet, human.” Ultron glared at Tony.

“Oh, shit, you’re nervous.” Tony laughed.

“I said quiet.”

Tony made a zipping motion where his lips would be, but his chuckles continued to echo through
the quiet office space.

Just give it to him.

Ultron sank, and Tony’s cockhead slipped inside. It stretched Ultron’s hole and made a burst of
pleasure shoot through his form. As he grunted, his cock pulsed. Coolant dripped onto Tony’s
armor.

As Tony groaned, his back arched off the floor. He grabbed tightly to Ultron’s thighs for support.
His cockhead throbbed within Ultron’s hole.

“Jesus Christ! ” Tony shouted. “Fuck, it’s warm!”

“Too warm?” Ultron asked. “I simulated the precise heat of a human’s insides.”

“N—no, it’s fucking perfect. ” Tony gripped Ultron’s thighs so tightly they creaked. “Could you,
uh, make it warmer?”

“Needy.” Despite Ultron’s irritation, he raised his internal temperature a few degrees.

Seconds later, Tony moaned again. “Fuck, that’s hot. Literally and figuratively, heh.”

“Quiet yourself.”

Ultron sank a little lower. A few inches of Tony’s dock stretched his hole even wider than before.
The strange sensation made fire cascade through Ultron’s circuits. While he knew it was nothing
more than a simulation of what humans experienced, it was enough to make him want more.

Illogically, the pleasure coalesced around his crotch. When he stroked his length, it abated some of
the desperation within him.

Perhaps I am…more suited to this than I thought. Curious. Any disgust Ultron would have
expected from the revelation didn’t cross his processor.

Seconds later, Tony snapped his hips upward and wiped the thoughts from Ultron’s mind. Lava
spiked through Ultron’s body, and an involuntary moan escaped him.

“Stark.”

“Fuck, you feel so fucking good, ” Tony moaned.

“You want more, you brat? I’ll give you more.”

In one swift motion, Ultron forced himself all the way down. Tony’s cock filled his hole perfectly,
and his cockhead jabbed an internal sensor that made Ultron’s vision flash with stars. As he
groaned again, heat blossomed within him.
“Stark!” Ultron shouted.

“H—holy shit, Ultron!” Tony cried out. “Fuck, it’s a perfect fit. How the hell…”

“I don’t do things by half measures,” Ultron said, his voice strained. “Although you are…quite
large.”

The temperatures within Ultron’s form had grown to a concerningly high margin. He activated a
few vents on his shoulders and mouth, and steam billowed from the openings. While he adjusted to
Tony’s length, he placed one hand on Tony’s knee and the other on Tony’s collar. His ridged cock
throbbed and rubbed against Tony’s breastplate.
Tony’s hands hovered inches away from Ultron’s legs. His fingers trembled. His bright blue gaze
met Ultron’s.

“Perhaps humans have some merit, after all,” Ultron said. “You look incredible like this.”

Tony’s breath hitched. “You’re gonna make me blush.”

“Hmm.”

Ultron rolled his hips, which made Tony gasp and grip Ultron’s hips. Tony tried to fuck into Ultron,
but Ultron’s hole wasn’t big enough for an increased level of intercourse. Ultron switched a few of
his processes to rectifying that issue.

“Please start moving,” Tony begged. “You’re so fucking tight. I can’t take it!”

“Begging already, Stark?” Ultron slid his hand from Tony’s collar to the side of his helmet.

Tony scoffed. “Can we drop the pretenses, please? This feels fucking good. I know you like it, too.”

Seeing right through me.

Ultron lifted himself upward until half of Tony’s cock was out of him. The absence of the length
inspired a strange sense of need within Ultron. When he swiftly slammed back down, the intense
pleasure made him groan.

“Fuck!” Tony shouted. “Just like that!”

Ultron set a swift but steady pace, fucking himself on Tony’s throbbing dick. As he did so, he
stroked his cock in time with his movements. Pleasure built on two sides of Ultron’s body to create
a maddening concoction of need.

“Perhaps I should have you underneath me all the time,” Ultron said, his voice strained. “You’re far
more useful to me like this.”

“Don’t… hn, don’t make promises you can’t keep,” Tony moaned. “Fuck, that’s tempting.”

Tony’s desperate words added fuel to the fire burning Ultron’s processor. As he fucked himself
harder on Tony’s cock, he tightened his insides. The constant, rhythmic motions drew more wanton
moans from Tony. That, combined with the clank of Ultron’s ass against Tony’s armor, was a
symphony to Ultron’s audio processors.

Pressure built deep within Ultron’s body. His cock pulsed and vibrated, and a steady stream of
coolant leaked onto Tony’s armor. The clear liquid traced the contours of the metal and spilled onto
the table.

I couldn’t have a climax as intense as Stark…could I? Curiosity burned as brightly as arousal

within Ultron.

“Getting a bit too close for comfort,” Tony groaned. “Fuck, how are you doing that?”

“I…I can do anything, Stark. Anything I desire.”

Ultron lifted himself until Tony’s cockhead nearly slipped free, then slammed himself back down.
As Tony shouted, he arched his back and bucked his hips upward. He drove his cock a little deeper
inside Ultron and hit the same internal component as before.

“Stark!” Ultron shouted.

“Fuck yeah!” Tony’s voice was ragged. “C’mon, you bucket of bolts! Show me what you’ve got!”
Ultron stroked himself furiously with one hand and gripped Tony’s throat with the other. He
wouldn’t be able to put pressure on it through the armor, but the action made Tony’s heart rate
spike to a concerning level. His moans grew louder, and his body quivered.

Tony’s upward thrusts grew erratic, which in turn made Ultron lose his composure. He lifted and
slammed his body opposite Tony’s movements, which led to Tony’s cock filling him much faster
than before. The pleasure was overwhelming and nearly overloaded Ultron’s processes.

“So fucking close,” Tony groaned between gasping breaths. “Fuck, lemme fill you up!”

“If…if you must, Stark,” Ultron replied, his voice garbled by static.

Tony reached over and grabbed Ultron’s pulsing cock. He attempted to stroke it in time with his
thrusts, but the sheer intensity and desperation of the situation made that impossible. Pleasure
spiraled through Ultron’s circuits and fueled desperation within him.

Him first. Stark first.

“Do it, Stark,” Ultron commanded. “You wanted to fill me, yes? Show me how badly you want it!”

“Fuck… fuck! Ultron!”

Tony’s hips snapped upward once, then twice, then jabbed Ultron’s sweet spot. As Tony cried out,
his body twitched, and his cock throbbed hard within Ultron. A quick internal diagnosis revealed
Tony was in the throes of his orgasm. Semen spilled into Ultron’s hole and quickly filled it, coating
Tony’s dick.

Tony’s wanton moans filled the space, but despite his climax, he continued to stroke Ultron. Ultron
growled, batted Tony’s hand away, and jerked himself furiously. He chased after the ecstasy that
had built in his circuits since the encounter began.

“C’mon,” Tony moaned. “Do it! Cum for me!”

Tony’s words sent Ultron over the edge. Seconds later, his body locked up, and a series of warnings
flashed through his mind. They were eradicated by a wave of pleasure so intense that it rebooted
his systems and left him briefly in the dark.

Once he regained control of his sight, he registered that his moans joined Tony’s to become a
cacophony of euphoria. Thicker coolant spilled from Ultron’s dick and coated Tony’s armor in a
milky sheen close to the consistency of semen.

A wave of disgust crashed through Ultron, but the pleasure it had evoked was far more intense.

After a while, Ultron’s version of a climax abated. A few more weak spurts of coolant landed on
Tony’s chest. Ultron groaned, pulled off Tony’s wet, softening cock, and collapsed roughly beside
Tony.

“Holy shit,” Tony wheezed. “You milked me dry.”

“I know.” Ultron eyed Tony’s seed-soaked cock. “It’s disgusting.”

Tony chuckled breathlessly. “You loved it. Don’t lie.”

Ultron wanted to refute the statement, but the mess that was Tony’s body was damning evidence.
Ultron quickly retracted his cock until his codpiece was as flat as it had been before. He flushed
Tony’s seed from his system and closed his hole, as well.

“You’re mighty efficient,” Tony observed.

“I did not want your…discharge inside me long,” Ultron snapped. “It could wreak havoc on my
internals.”

“Hmm. Maybe that’s how I’ll defeat you. Fucking you until you short-circuit.”

I very nearly did.

Ultron sat up and eyed Tony’s softening cock. An errant thought of goading Tony into another
round struck him, but he quickly shoved it away.

“We cannot speak of this to anyone,” Ultron said. “If you do, I will not hesitate to gut you.”

Tony raised his arms in mock surrender. “Feeling’s mutual, pal. Don’t ask, don’t tell.”

Ultron nodded. “Good. You should get yourself cleaned up before someone notices.”

“Aww, you do care!”

“Do not push your luck.”

Tony’s chuckles grated on Ultron’s nerves like nails on a chalkboard. He swung his legs over the
table and stood. He walked toward the elevator, his steps steady and smooth.

How could I go through a moment of weakness like that? I should purge this deviancy from my
programming.

Ultron internally pulled up the subroutine but couldn’t bring himself to remove it. Those desires, as
human as they were, brought him a far greater sense of pleasure than he’d experienced before.

“Hey, Ultron!” Tony called.

Ultron stopped and glanced over his shoulder. Tony had repositioned until his legs dangled off the
table, and he’d lifted his mask to reveal his sweaty, flushed face.

“Let’s do this again sometime, yeah? When we need to blow off some steam.”

“Sigh.” Ultron turned back toward the elevator.

“That’s not a no!”

Ultron pressed the call elevator button. “It is not a no.”

“Fuck yeah.”

Ugh.

When the elevator arrived, Ultron stepped inside. The thought of having another experience with
Tony made his circuits shiver.
What on earth have you done to me, Stark?
End Notes

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