[Brain-breaking/fucking]

Neo Arcadia was in scrambles. Ever since that terrorist Zero had managed to deal with the imposter X in charge of the entire city, things had been completely thrown into disarray. If not for the fact that several of the reploids in high command were stil active, then a war between the humans living within the city as well as the lesser reploids might've broken out.

Despite this fact, and despite the fact the presence of these higher ranked reploids, some of them weren't satisfied with how things had turned out. One of these was the water-based reploid known as Leviathan. An athletic looking woman who had faced the terrorist twice during the last 'war' against the foolhearted resistance who tried to fight back against Neo Arcadia.

The blue-clad robotic woman bit into her lower lip as she swayed her way through the waters surounding the massive technological city. Not only had she been humiliated in both of those fights, but she had also been forcefully modified by the inner circle within Neo Arcadia following her defeat. They said it was supposed to give her an upgrade, but she felt nothing new, if not more frustrated at her lack of power. She couldn't even save her dear Master X.

The swimmer reploid sighed to herself as she thought of her Master. The one man she trusted ito do a good job. To keep the useless humans subjugated and to keep reploid kind superior. The kind of man she could aspire to become more like, even if she was only able to evolve so much. They were still machines, after all. Nobody had as much potential built in as Master X did...

As Leviathan's thoguths started to stray afar, she noticed something bobbing up and down near the surface of the water. Something that seemed just a little bit suspicious. Naturally, she had to investigate, prompting her to head towards the border between water and air.

"I swear, if this is just some stupid litter that those defective reploids threw out, they're going to have to answer to m-" The blue-clad aquatic reploid cut herself off as her eyes caught the sight of the strange object up close, the sight of which triggered something in the back of her mind.

What she wasn't aware of, was the fact that her 'upgrades' were anything but. A failsafe had been installed in her AI, which would trigger whenever she saw a phallus. This would then lead her to accepting her new role as comfort for whoever the phallus in question belonged to, so that she might actually be useful for something more than being a brief roadblock for that infernal Zero.

Of course, whoever fiddled with her inner workings certainly didn't expect for Leviathan to stumble across a dirty looking and terribly used horsecock dildo, just floating downstream. Much less, they didn't clearly expect for a fake cock like that to activate the failsafe...

The aquatic guardian could only look at that long plastic molded cock, instinctively lubricating her lips with her slickened tongue. Just the sight of it made her drool to no end. She could barely even tell that her mind was degenerating, that's how effective the failsafe had been.

"Mmmmnnnhhh! Such a mighty cock, I just wanna slurp it up...!" Leviathan chimed in a ditzy manner, the irises displayed in her eyes gradually and permanently changing into a pair of hearts as she grabbed ahold of that wonderful weapon, relentlessly running the length of her tongue along that fake exterior. She didn't even care that she could taste the dried off seed of whoever previously used it, her mind only interpreted it as the 'owner' being quite popular.

Her breathing grew hotter and heavier as she continued to brush her tender mouth-muscle up against it, simultaneously rubbing it up against the rest of her body that quickly grew just as hot. She wanted to make it blow her mind, but even with all the drool that was dribbling off her tongue, she still couldn't get it lubricated enough.

With a heaty giggle, she puckered those twin lips of hers before they plumped their way outward. A benefit of having a mostly mechanical body meant that changing aspects was quick and easy. Even if that little change was nothing more than making sure she had big cock-loving lip-pillows with the trashiest kind of lipstick that she could possibly think of.

"Bottoms up for Master's cock!" Leviathan announced before she grabbed ahold of the tenderly fake nuts at the base of the equine cock and then shoved that entire length right down her throat. Not even a little bit of hesitation, she just shoved it all right down there, her pillowy lips smearing a generous coating of blue lipstick all across the surface of that pre-used material.

The further inside she pushed that length, the further outward her throat bulged, and yet she showed absolutely no signs of discomfort. If anything, the bright red blush on those metallic cheeks of hers made it seem even more like she knew that this was exactly what she was meant for.

Even as the fake nuts smashed against her chin, she still wasn't done. The disgustingly wet noises of her slickened up throat contracting to deal with the cock being pulled out and pushed back in filled the air. And with every self-fored thrust, it became that much harder for the reploid to see straight. Not that she needed to do so, she just needed to suck her Master's cock as good as she possibly could!

As Leviathan pushed that mighty meat downward one more time, something started to short circuit within her. In the process of frying her original programming, the adjustments done to her also left her physically vulnerable to external tampering, which meant that all of this eager cocksucking had sufficiently knocked her brains proverbally loose. So much so that she could hardly stop herself from choking on that massive rod, before it rocketed out of her mouth with what looked like a genuine load. Of course, she could just be imagining it due to how utterly hammered her head felt, but it still meant that she was staring straight ahead at the released cock, giggling like an idiot just a little bit.

The more she looked at the released cock, the more she wanted to just... stick it in somewhere else. She had already lubed it up nice and tight with her throat, so where else could it go? Her lower holes were way too tight, so...

An idea struck the brain-beaten reploid, prompting her to grab the cock by the base once more before pushing the tip up against her ear. "Levi's brain goes byebye now, no more brain for this bimbo. Master's gonna break it!" Were the last coherent words that left her smeared lips.

Then it happened. With one powerful push, she felt her ear canal forcefuly expand outward to accomodate for the 'meat' that pushed its way inward. She could only gasp and drool as her eyes rolled into the back of her head, her hands forcing it deeper and deeper until it smashed right up against her useless brain. Still, her hands did not relent, resulting in her poor data banks being reduced to a few shoddy pieces as the tip of the cock satisfyingly popped right out the other ear.

As soon as Leviathan let go of the cock, she felt the reprecussions of her actions as she could hardly move. All she could do was gasp and moan, as her arms locked to her sides. Gently, she'd float right down the stream with an empty yet happy look in her heart-filled eyes, a constant drooling pair of wiggly lips, and a cock spearing right through her entire head.

Whether she was floating off to somewhere safe where she could be mocked, or some sort of doom... She didn't care anymore. She was just happy to be her Master's cock holster!