E-123 Omega was both thrilled to be Alive after Metal Sonic had caught him off guard and disabled him and was very very confused. His body, the perfect pinnacle of Eggman’s design body was gone, it could be rebuilt but there was no way he would be that robot ever again. He had none of his weapons, he lacked his jets and the claws on this new body were of no comparison. His hide was tough but not armored.


Omega’s new body was one of a kind; he retained his strength and size and little else. The computer that merged the biodata and his shell had sought out a creature with power to match his abilities. Omega was remade in the image of the Biolizard, the prototype of the ultimate lifeform.  He was mostly a deep burgundy red across almost all of his body except for his shoulders and a strip of black scales that ran from his chin down his belly and to the tip of his tail.  His left shoulder sported a patch of white Scales in the shape of the Omega symbol and on the opposite shoulder was his serial number again in white. Gone were his glaring red dot eyes in their place were yellow eyes in the style of more typical Mobian, though perhaps a bit smaller and with a glare that was no less intense. Of course the biggest adjustment Or rather adjustments were his new sexual attributes.Omega was in possession of some truly massive breasts by Mobian standards, the heavy orbs felt like they were trying to pull him to the ground constantly.  His hips were set so far apart and his ass was so round that every sway of his tail caused him to jiggle. Though he couldn’t see it without effort Omega was constantly aware of his female sex, the shiny black scaled lips begging to be parted and filled. His generous assets which swayed with every step meant he was equally aware of the heavy balls he now had and the limp but no less impressive cock that draped over them.


For a time as Omega processed what had become of him he found himself dwelling on the Biolizard Shadow and how his body differed from that creature. Shadow was the prototype that failed, genetically stitched together from a Giant Salamander and other creatures with incredible healing properties. Ironically  its chimeric nature would be the thing that caused it problems. The chaotic energy that it was designed to harness made the various mechanisms of healing to run rampant causing Shadow’s body to break down slowly. A Life support device was created to keep the Biolizard alive by realigning these energies. Omega did not need to worry about such things because his first and current bodies were designed to safely channel chaos energy. Ultimately the Biolizard known as Shadow had been sealed away and used as a doomsday weapon by an insane Gerald Robotnik. Omega lacked even that directive.


Omega had scarcely moved from the processing area after his awakening and transformation. Even before Metal Sonic- now Synth Sonic - had captured Omega he had been in crisis. Since the moment he attained true sapience from pure loathing he had been motivated solely by his desire to kill Eggman. And then suddenly Eggman was gone. There were still death machines running around and robots of his making to destroy, at first. The numbers dwindled, the time he spent in rest mode increased dramatically and his enthusiasm for destruction had fallen away. “Why bother?” It was a thought that entered his activities more and more to his frustration. His main goal in life had, well it hadn’t been accomplished, simply been rendered null. His abduction and transformation stripped one of his remaining points of pride; he was no longer E-123 Omega, the last and greatest of the E-100 series robots. 


Omega had been aware in the back processes of his mind that he didn’t have a gender. That his use of male pronouns was purely cosmetic, a convenience. So now that he not only had gender but both masculine and female sex organs he was struggling to define himself. The transformation was more than physical, it was mental but not in the way of being reprogrammed. He had new senses not the mechanical processors of before but a genuine sense of feeling the world around him. The chill air, the cold firmness of the smooth steel beneath his feet were things he might have been aware of in his old body but now they meant something.and then there were the urges. Omega understood desire; it was desire to avenge himself that granted him sapience but these were harder to articulate. Omega knew, intellectually at least, what love was. He knew, in the mechanical sense, what sex was. Never before had he even imagined he would need to fully understand these things. His new body craved sex, his mind drifted to visions of him pleasuring a partner and being pleasured in return. He found himself wanting romance, love for himself, a feeling he had never truly experienced.  


Ever since he had returned to the waking world in this body he had been trying to figure out what of him was still there to lean on in this confusion. After a nearly full day he figured out what he still had: friends. Omega could truthfully say he was not close with many living beings but there was a soft spot for Team Dark. Omega turned moving slowly at first then faster as a plan formed fully. He would leave the base behind, call his Friends and they could tell him what he needed to do next.

---


Omega perked up at the sound of engines approaching the familiar rumble of Shadow’s Dark Rider and Rouge’s custom dragster.


“This is the spot right?” Rouge asked as she examined the GUN outpost that was quickly falling into disrepair. 

“Omega’s signal came from inside…” Shadow replied, dismounting the bike. “... you’d better wait outside while I check things.”

Omega was presently looking through the supplies left behind at the post. So far he had found a pair of boots that fit comfortably and matched gloves in the right size. He had yet to locate a pair of pants or shirt that could account for his giant shoulders. Looking up as the door opened Omega was confused but then so was Shadow. Omega because the black and red furred hedgehog who was plainly Shadow  was sporting some distinctly feminine assets that the rider pants and jacket did not even slightly conceal from notice. Shadow because when one enters a building looking for a large angular robot one seldom expects to instead into a large curvaceous Lizard.

“Omega? Shadow called out for his friend not recognizing him.

“Affirmative” Omega said for the first time realizing that his voice was higher and lacked his distinctly robotic tones.

Shadow tilted his head. “You are E-123 Omega?”


“Affirmative. Following abduction by Metal Sonic, I was forcibly…” Omega could not bring himself to say upgraded. “...Modified into the form before you.”


Shadow tilted his head the other way and then a tiny smile appeared on his face. The black hedgehog crossed the distance in less than a heartbeat embracing Omega. “Good to have you back, we've been worried.”


Omega locked up for a second; his brain was awash in new info. First Shadows fur was much softer than Omega had ever imagined. Second was the warmth of his body. Third was that due to size Shadow was presently nestled between Omega's bare breasts and that it was very pleasant indeed. Fourth though was the overwhelming tide of emotions. Omega had feelings even before the transformation but now they were amped up by a body that was as close to a living being as one could get while still being made of metal. Omega was suddenly aware of how much he needed his friends and how relieved he was to have been missed. It was too much and the lizard broke down crying.


“What in the heck is going on here?” Rouge asked from the doorway the words were enough to distract Omega from the flood of emotion and the sight of the bat fully had his attention.

“Rouge… is… pregnant?” Omega asked as much as stated, doubting his senses. The bat's belly was jutting out in front of her like she was trying to smuggle a watermelon out under her shirt.  “How long have I been missing?”

---


Around five months was the answer. Omega had sat listening to Rouge and Shadow recount the reconstruction and development that he had missed following his abduction. The emergence of the Futa Virus and their infection with it was of great interest to the Biolizard.  The news that Rouge was carrying Vanilla’s child was fairly shocking and it brought to the forefront a desire in Omega. 


"I would like to engage in intimate activities with the both of you." Omega declared suddenly. 


Shadow grinned and teleported out of his clothes. "Always straight to the point, Omega. I love that about you." Shadow declared teleporting onto the couch beside the biolizard. "Well come on get your dick in there." The hedgehog encouraged as he leaned on the arm of the sofa reaching back with his left hand to spread the glossy back and red lips of his pussy for his team mate. Omega needed no further permission; his body wanted this contact like a man dying of thirst needs water. Omega hadn't even played with his new anatomy until such was his despondency, so the feeling of his cock sliding into the warm inviting depths of Shadow's pussy was a paradigm shift approaching the moment he had become fully sentient. Omega's body went into auto-pilot, his hips pushed forward and back of their own accord as his arms encircled Shadow’s whole body in a hug that pulled the hedgehog tight against the Biolizards body. Shadow wiggled his hips and moaned pushing back against Omega until every last inch of cock was buried inside. Omega was swiftly forming new opinions on the value of sex the nature of this new body. fucking shadow was greater than seein E-1000's in pieces, it was better than setting things on fire it was even better than watching things explode into fireballs. Omega stood next to no chance of lasting long with a partner as gloriously sexy as Shadow but neither of them minded much as Omega came pumping a fresh and hefty load of cum into Shadow's pussy.


"Ooh I was gonna tell you to wait... but..." Rouge said her pants had vanished and her cock standing proud and drooling slightly. "... I think we'll be fine if I'm in charge this time." Shadow teleported from Omega's grip returning to the chair he had been in before stroking his cock as Rouge nudged Omega on to his back. "Watching you two go at it got me all worked up and it won't do to take this out on Vanilla." Rouge declared as she rubbed the head of her cock against the slick lips of Omega's feminine sex. Omega chirped in a totally undignified manner as his body cried out for more than Rouge's teasing. "You can take it can't you Omega?" Rouge asked not bothering to get an answer before plunging her cock into Omega's pussy properly. Omega quickly decided that his pussy felt even better than his cock. Omega's mind was blank and his body writhed underneath Rouge's touch. Rouge's pregnancy meant she couldn't go particularly rough or fast with Omega, which is for the best as the Biolizard was barely hanging on as it was. Omega gasped and squirmed as she came and came hard, her back arching up off the couch  only to collapse back into the cushions. Rouge bit her lower lip and grunted as she came inside Omega, her cock still twitching and spurting as she pulled out.


"I... Love you... Shadow... Rouge. I would be lost without you." Omega confessed it was the first time he experienced an emotion other than anger that he knew would drive everything he'd do going forward.


"Love you too big guy..." Shadow replied with a grin


"mm yeah same." Rouge declared and for the first time in a long time Omega knew why he had to bother.