In a moment. Turn her into a human girl.

"Let's not do this here," you suggest suddenly. "How about someplace more private?"

Penny nods enthusiastically and takes your offered hand in hers. Feeling the cool steel beneath artificial skin only cemented the fact that she was simply not a real girl, no matter how much she might act like such. Of course, such innocent and naive curiosity for one of the most basic and primal of human interactions spurred you on to take the role of teacher... for perfectly educational purposes of course. Leading her through the maze like hedgerows, you eventually come upon a tranquil pond in a style reminiscent of Japanese zen gardens back home with a pagoda style shack likely belonging to the school's groundskeeper. With the only sounds being the steady drone of crickets, frogs, and other night time creatures hidden in the darkness, coupled with the faint illumination of standing stone dust lanterns matching the overall theme of the gardens, you decided this would be the perfect place for Penny to take her first steps into becoming a proper human.

"This will do nicely," you comment with a smile. "Come. Sit with me."

"Okay," she answers happily.

You lead her to the center of the gardens, just at the water's edge and sit down lotus style. Penny mimics you, her dress hiking up slightly upon her thighs to reveal pale, freckled skin. Ignoring the inadvertent peek for the time being, you begin your work in what would easily be the greatest test of your powers thus far; to turn an artificial girl into a true, flesh and blood human. Never-mind whatever limits you still had to endure thanks to creating this Universe or making Penny the latest addition to your growing harem. You felt an instinctual need to see this through and give her the life she's been denied, regardless of the consequences.

"Now... what I'm about to show you is a well kept secret. I need to know that you keep it to yourself, okay?" you affirm.

She tilts her head slightly in confusion.

"Why would you want to keep it secret if you can help people?" she asks.

"Because others won't see it as a gift and more of an opportunity to exploit," you answer, not entirely lying either. "Can I trust you?"

She takes a moment to ponder, but it quickly passes.

"You can trust me, Friend Michael. I'm combat ready!" she declares before catching herself. "Well... not really combat since this isn't combat. So I guess then... I'm edu-cation ready!"

You can't help but chuckle at her quirkiness with her catch phrase and saw fit to return it in kind.

"Sensational," you say with a smile as you borrow her own verbiage. "Now... let us begin. Close your eyes."

She does so as you take both of her hands in yours.

"Let's start with breathing. I want you to focus on every breath. Nothing else matters right now. Not this garden, not the school, not your caretakers or your friends; just me and your breaths. Mimic it consciously as best as possible, then let your automatic functions take over. Shut off whatever background programs you don't require to function. You'll have no need of them."

"Breathing is weird," she comments softly with a little giggle.

"Breathing is all second nature to us humans. It's the first step to connecting you with your humanity, the small part of you that creates your aura; your soul."

"Father called it my central power source," she continues as she makes to open her eyes. "Do I really have a soul?"

"You do. Now, focus just on the meditation. We can answer questions later."

"Okay."

She returns her attention to the task at hand. A few minutes pass as she does exactly what you instructed; breathing in and out. Her petite chest rose and fell with every "breath" she took, though you saw little reason to dig into the specifics of how she could emulate this behavior so precisely. Perhaps Dr. Polendina was even more of a genius than the show let on? Or maybe she wasn't entirely artificial in nature and began with an organic foundation? Maybe she was instead a cyborg? You'd find out soon enough.

"Picture your aura in your mind's eye. Imagine it as a rush of energy following each breath, ebbing and flowing through your body like the waves on the shore. Let it follow every inhale and exhale, filling you completely and relaxing your body. Now picture mine joining with it."

You begin the process and project your Divine powers into your robotic companion. She gasps suddenly as your energy siphons into her through your entwined hands. Instinctively, she makes to break the contact but you hold firm.

"Don't turn away from it. Embrace it. Let it fill you with warmth and life."

Hesitantly she obeys as the largely foreign energy rushes through her, and soon a faint golden glow envelopes the both of you. With your auras now connected, you can see everything about Penny first hand and can indeed confirm that she is not quite as robotic as she might be led to believe. She still possessed the basic respiratory and digestive systems, though with the latter these halted at the stomach to process ingested foods into required energy with none of the waste, but all of her limbs and the entirety of her head with mechanical in nature. And of course, no reproductive system, with this entire section scrapped for more practical hardware. The closest thing to a circulatory system was a steady, self-managing loop of coolant pumping through her "veins" to prevent her artificial parts from overheating. How the good doctor was able to combine such advanced technology with a baseline human was truly a marvel in of itself, but you still wanted her human. Time to get to work.

It starts rather simply with her hands, given how they were the bridge between your body and hers. Within moments, a warmth found only in living beings fills her palms and spreads quickly up through her arms, replacing steel plates, hinges, wiring and screws with real skin, bones, tendons and blood. A bead of sweat forms on your brow as you continue siphoning your powers into her body, the wave of life-making energy spreading down through her abdomen to her pelvis, then down through her legs. The limbs themselves come quite easily much in the same manner as her arms, and as your aura loops around, you spend a conscious effort on building a reproductive system from scratch.

This portion takes a bit more time than simply transfiguring prosthetic limbs into real ones given how much more attention to detail you needed to pay in contrast, specifically with the intricacies of reproduction, pleasure, and the accompanying genetics. As you continue the arduous task, you feel a shudder overtake Penny along with a soft, almost pleasurable sigh. You were already beginning to have an effect on her.

Many minutes have passed and yet it felt like hours. Sweat began beading on your brow as you left no stone left unturned, hand crafting her ability to bear children to the smallest of minute details. It may have been rather perfectionist in retrospect, but you already knew the end result would be well worth the effort. When the conversion is finally done, you work your way back up through her body to the most critical part of everything; her mind. This was what made Penny's character, in contrast to a random husk that could be molded into any shape. It didn't matter to you how much of a "clean slate" she was in comparison to other girls her age. You desired nothing less than perfection.

"Michael I... I feel strange," Penny whimpers quietly. "I feel really warm."

Her voice makes your cock twitch in your pants.

"What you feel is life, Penny," you answer. "It's yours from now on."

A tiny smile breaks out upon her lips as you finish your task, her computer brain being replaced with an organic one, though you decide to leave a small chip to allow her to retain her old processing power. A few more minutes pass and your work is complete. Sighing with exhaustion, you end the connection and sit back.

"How do you feel now?" you ask her.

Penny blinks rapidly as she opens her eyes with natural bright green irises and sports a broad smile.

"You did it, Michael! I... I actually feel like a real girl!" she exclaims. "I can feel everything! My fingers, my toes! I wonder if..."

She pauses for a moment to pinch a rosy cheek and promptly yelps.

"Truly sensational! I can even feel pain!"

"Is that all you can feel?" you ask again with a smirk.

This time she blushes prettily and rubs her thighs together.

"Mhmm," she mumbles with a rapid nod. "You seem to have given me a vagina too, and it has a pleasurable ache, at least... I think it's supposed to be pleasure. We're going to do naughty things now, aren't we?"

"That's right. Are you ready to continue your education?" you ask as you reach down and release your growing manhood from your pants.

Penny's eyes widen as you reveal yourself to her. Slowly, she shuffles forward to you on her knees before tentatively reaching out to grasp your throbbing length. Your breath hitches in your throat as her soft fingers curl around you, and steadily she begins to stroke.

"It seems much bigger in person," she she coos quietly. "Sort of weird too; hard yet soft. That girl Friend Jaune was with stroked him like this, right?"

She begins to pick up the pace, her smooth, almost robotic movements sending pleasurable shudders through your body. Penny quickly proved to be a quick study if the noises your were making were any indication. Every now and then, she'd break her focus from your cock to look up at your face, a happy little smile growing upon her lips.

"I can tell your breathing is quickening, and so is your heartbeat. Does this feel good, Friend Michael?" she asks innocently.

"Oh very good, Penny. Squeeze a little harder now," you instruct her with praise.

She giggles cutely and obeys, not only following your direction but quickening her strokes as well. You drawn in a sharp intake of breath as her fingers squeezed upon that sensitive ball of nerves on the underside of your crown with every upstroke, a detail she eagerly capitalized on. Little coos of awe and happiness leak out of her throat as she continued to service you, her gaze now focused entirely upon your face as she let muscle memory take over. Her opposite hand didn't remain idle either, her fingers sensually stroking your thigh with feather-light touches.

"Keep going just like that, Penny," you groan as the boiling in your balls grows. "I'm getting close."

Her eyes light up with excitement.

"Are you going to ejaculate? Please do!" she encourages eagerly. "I'm semen ready!"

Her ridiculous declaration did nothing to curb your mounting pleasure. If anything, it seemed to make the whole situation that more erotic. Her hand is now a blur as it quickly milks you to completion, and with a series of grunts, you fire away at your enthusiastic "student". She gasps with surprise as the first volley lances out of you and splatters across her face, a second catches her upon the chin and neck, and the third splatters across her clothed chest, staining the cream fabric of her prom dress. Her strokes then slow down to deliberate milkings as your orgasm wanes with dribbling cum until finally the twitching of your cock dies to a standstill.

"Wow, there's so much!" she exclaims happily. "And it's really hot too. Did I do well?"

You let out a mirthful chuckle at her obvious joy.

"Very well. Top marks," you praise as you give her a headpat.

She hums happily and closes her eyes at your touch, leaning into your palm like a good little girl. Idly, her hand resumes a slow stroking upon your still rigid shaft. After all, one orgasm is never enough and you had so much more to teach her still.

A/N: Scene inspired by the talented animator Kallenz. Check their work here @ https://twitter.com/kallenz1/status/1178792921941839872