53AN was made out of scraps Rusty found while scavenging junk yards in robotic Venezuela in search of oil, ironically enough 53AN is more "well put together" than rusty is at his current state, but that was no match for the friendship these two had. After all 53AN always referred to Rusty as 'master' for some strange reason, maybe Rusty should have formatted the memories before inserting them into 53AN's central processing unit.