This is the edited and revised and all-around-awesome Autobot version of one of my favorite Disney movies…with smut. :D

Okami-chan has very graciously allowed me to borrow the idea of dancers from her story, "Rhythm and Hues". P.A.W.07 has also allowed me to borrow her idea of femmes and mechs. You should go and read both stories. Now. JK, but anyway.

Disclaimer: I don't own anything in this fic, because if I did, I wouldn't be at this keyboard typing a story. I would be fan-girling over my extensive transformers collection. :D

NOTE: I have edited this chapter and separated it out. Bear with me, please. I'll be going more in depth and stuff.


EDITED: likes to eat hyphens. So I need new dividers. :( Plus, I added more stuff! :D


On Cybertron, eight million years ago…

The sound of bells and lightly pattering feet filled the room, only occasionally interrupted by the murmuring of approving mechs. The femme had rings around her ankles and wrists, which were used to accentuate the simple, fluid dance she was performing. Her shimmering sky blue paint was contrasted brightly by the scarlet ribbons that decorated her lithe form. She smiled shyly at one of the mechs in the crowd, flicking a ribbon in his direction. The sash tied around her waist further accentuated her tiny waist.

A strong drum beat pulsed out of nearby speakers, creating an odd melody in the otherwise still air. Finally, with a twist that sent the ribbons on her wrists into a flurry, she gracefully sank down, bowing to her audience. The silence was shattered by a storm of applause and whistles of approval. The female took it as her cue to leave the stage and get ready for her next dance.

However, she never got the chance to change when the building rocked with an explosion. Screaming klaxons pierced the air while the audience tried to escape the building in a desperate attempt at saving themselves. There was a hole in the wall, but instead of mechs pouring out, they were pouring in. The mechs bore the symbol of the decepticon faction, also known as the enemy. They were here to slaughter the femmes.

Megatron's apparent descent into the realm of insanity sparked outrage and protest from the men in his army. Females and sparklings or younglings had no place in the war. Megatron simply pressed his policies and eventually, albeit highly against it, his men followed his orders. Even though most of the decepticons were rightly dubbed as evil beings, a small group of decepticons turned traitor (thus, they were marked as heroes when the truth was revealed) and were held responsible for the mass ejection of escape pods into outer space, each one loaded with females and younglings, sending them to safety well out of the cold grip of war.

They were never heard from again. Neither were the mechs that were responsible for saving their lives.

Far too late, the autobots understood what Megatron was doing.

If he didn't win, then the mass genocide would ensure that the race would die out. If the AllSpark was destroyed, the autobots would still lose their war. It was a losing war for the autobots and their entire race. Even though the few heroic decepticons had tried to save the women and children, it was still in vain. By the time the autobots had launched from Cybertron on the ARK, there wasn't a trace of the escape pods.


Now they were all on the planet called Earth, in the Sol system. Autobots had slowly begun to trickle into the system, setting up a base of operations in the United States. To be more specific, they were currently residing in Nevada, in an old weapons testing range. Ironhide was happy to go and blow a few things up to make the story more credible to the wary public. Ever since the "terrorist attack" in Mission City, no one was too keen on believing the government. It was seen as quite odd that there were no clear videos of what had happened, even though there were plenty of t.v. cameras and civilian cameras around.

Currently, there were 32 mechs on the base. One of which, was having a terrible day. His name was Nightshade. He stressed the 'he' part. Nightshade, in reality, wasn't a he. Nightshade was one of the last younglings to board an escape pod. Her protoform had been altered and reshaped to look like the body of an unarmored mech. He had been launched into outer space but shot down mistakenly by the autobots. Upon seeing his small, lithe form, he was immediately recruited as a spy and recon mech. He quickly worked his way up the ranks, eventually partnering up with a small yellow mech named Bumblebee. He too, had been one of the last younglings created.

And it was believed that he would be the last youngling.

Nightshade thought back on the day that she had landed on this mud ball…



It was cold in outer space. The protective shell of her outer armor kept most of the cold at bay, but eventually, she felt it settle into her joints. Now that she was getting closer to this planet, she understood why Optimus was so determined to keep this planet intact.

It was beautiful.

The outer atmosphere of this planet was composed of several gasses she did not recognize, and as she entered the planet's gravitational force, she felt her outer shell heat up considerably. Bits of heat licked at her heat shielding. Eventually, it grew so hot it was almost unbearable. After several agonizing seconds, Nightshade spun and saw the ground. She tried to slow down by using a magnetic pulse. It worked a little, and she hit the ground hard. Bouncing twice, she slid across a field and into a grove of trees.

Darkness consumed her.

It could have been minutes, hours, days later when she her computing center rebooted. She didn't know.

Main power: functioning at 83 percent.

Main relays: functioning at 45 percent.

Energy reserves: at 32 percent. Approaching critical levels.

She tried to send out a signal to Elita. Her open com was static filled.

Main computing center: functioning at 100 percent.

Main optic relays: 68 percent. Night vision and thermal vision off-line. Self-repairs to begin in thirty seconds.

No wonder she couldn't see much. This half of the hemisphere wasn't facing the small star the planet orbited.

Translator: off-line.

Communications: off-line. Attempt to repair to commence in thirty seconds.

Vocal processor: off-line. Attempt to repair to commence in thirty seconds.

Optics could not be repaired. Medic required. Translator could not be repaired. Medic required. Damaged subroutines could not be repaired. Medic required.

Communications have been repaired.

WARNING: Switching to reserves! 2 cycles of energy remain!

Nightshade groaned softly and tried transmitting a message to Elita once more. Finally, she received a weak, static filled reply.

"Night…where…you? We…ten light years away…ETA: unknown. Several months, at least…Stay…you are…contact…current Prime…and stay with…until I arrive…Chromia and Moonracer say hello…Wheel Jack sends his greetings…tell Ratchet he says hello…Transmission fading! See you soon!!"

The video link faded. Now, she and Elita were friends. Elita, however, did not know that Nightshade was a femme. The only one that knew she was a femme was an arrogant but trustworthy mech named Mirage. Last she knew, he was headed this way and would arrive in a few months.

Nightshade unfurled from her escape pod, stretching her servos. She had been cooped up for far too long, and protesting joints groaned softly. A sudden flash of light had her throwing her body to the side and rolling. Instantly, her weapon was out.

"State your designation and faction," she growled, looking around desperately. Without her night vision, she was as good as dead. Her modified vocal processors ground softly, reminding her that they wouldn't last much longer. The wire would short and her gender would become known to everyone around her.

"My name is Optimus Prime, leader of the autobots," a deep voice said from somewhere on her left. She looked around, trying to see the speaker, but it was futile.

"My name is Nightshade. I am one of Elita One's men," she said, trying to get used to referring to herself as a male.

"Elita One? Is she alive," the voice was suddenly hopeful.

"Yes, she is fine. I recently spoke with her. Her estimated time of arrival is in a few months, sir," Nightshade said softly, trying to not strain her processors. If that wire shorted out…

"Good. We should head back to the autobot base. We will find you an alternate mode on the way, Nightshade."

And thus began her time with the autobots.


Upon her arrival, she was ushered to the medical bay quickly. Red Alert, the guard, hurried her through the hallways, dictating rules and regulations. She trotted along after him, shooting worried glances around the base. The floor beneath her feet were dirty and scuffed, and her nasal plate crinkled up slightly. Once the femmes arrived, things would be very different.

"No alt. modes in the hallways, no wrestling or boisterous activity, and absolutely no high grade of any kind on your shift-" here, he pulled her out of a giant mech's way. She craned her neck to gaze up at the massive mech, shyly scurrying along behind Red Alert. He took no notice and continued prattling off rules.

"That was Sky Lynx. He's a great fighter, but a few wires short of a computing center, if you know what I mean. Now, like I was saying. There's only one rule in the medical bay," he said, growing serious. Nightshade gave him a questioning look.

"Ratchet's word is law. If he says to jump, you'd better ask him how high. Don't anger him. Please don't," Red Alert said, clapping on hand on her shoulder. Nightshade nodded and murmured a quiet thank you. Red Alert nodded and said, "I'd best be leaving. I will see you on shift soon."

They had stopped outside of two very large stainless steel doors. Nightshade gulped and looked at the door.

"Goin' ta see the Hatchet?" A deep, gruff voice came from behind her. Nightshade nodded shyly. A large black mech stood behind her, twin cannons peeking from behind the armor on his arms. Ah, a soldier. She had seen holovids of this mech fighting off trines of seekers before and made a note to stay far away from him.

"I'm new here," Nightshade said, giving the doors another quick peek. If this 'Ratchet' was anything like the stories used to describe him…then she was in for a rough ride.

"Ah, don't let the terror stories 'bout the Hatchet scare ya. He's a giant teddy bear," Ironhide said, clapping Nightshade on the shoulder. Nightshade almost went flying and Ironhide shot her an apologetic look. Nightshade picked herself up off the wall and sent him a mild glare.

"Who's a giant teddy bear, Ironhide?" A second mech had approached them. This one was the same height as Ironhide, but not as bulky. He was red and white, and a harsh frown graced his face plates.

"What do you mean, Ratch," said the black one, grinning at his friend. The second mech walked abreast of them and crossed his arms over his chest plate. The frown on his face grew harsher.

"I'll show you teddy bear when you need an exhaust flush," growled 'Ratch'.

Nightshade watched the banter from afar. If these two were like any of the mechs she knew, they'd start punching each other 'playfully'. Why anyone would punch each other for fun was beyond her, but…it seemed it was a mech thing. The red one confirmed her suspicions. A well aimed smack to the back of the cranial unit had Ironhide cringing.

"Slaggin' pit, Ratchet! You're 'sposed ta fix me, not offline me!"

"Oops, my bad," the medic growled sarcastically. He finally took notice of the shorter mech, and extended one hand toward him.

"Hello, I'm Ratchet, CMO."

"Nightshade," she said quietly, grasping the medics hand and shaking once. He nodded and extricated his hand.

"What are you two here for?"

"I'm here for my check up," Ironhide said, glaring at the medic, who, in turn, grinned at him. It seemed there was an inside joke between them. They both looked at Nightshade, who fidgeted uncomfortably.

"I'm new…I don't know what I'm here for, really."

"Ah. Virus check. Well, come along. It'll take a few hours, both of you."

Nightshade obeyed quietly, following the medic into the medical bay, through a pair of double doors, and down a long hallway. There were six doors, three on each side of the hallway. He opened one and shoved Ironhide in, and opened another for Nightshade. Nightshade scampered into the room, lest she be shoved into the room. She heard a chuckle from behind her, and she turned to glare, but the door was already shut by the time she had whirled around. Nightshade looked around the room: standard check-up room stuff. A berth, two giant chairs, a counter, and cabinets. Harsh fluorescent lighting flickered and buzzed in the otherwise still air. She perched on the edge of the berth and waited for Ratchet. She heard a pained yelp come from the other side of the room.

With wide optics, Nightshade listened carefully.

"Slaggin' pit!..."

"Maybe if you'd stay still, you bucket of bolts!..."

"Stop shoving me then!"


"Owowowow, that hurt, you bit brained, pit spawned, short circuited-"


Another pained yelp had Nightshade cringing and praying to every deity she could name.


Two hours (and a few nasty curses), she heard the door to Ironhide's room open and slam shut.

"Now out, slagger, and don't come back," was Ratchet's fond good bye.

"Alright…teddy bear."

She vaguely heard something hit something else (she assumed a tool to Ironhide's head) and a final yelp of pain, followed by a few more colorful curses.

"Frag me?! I'll reformat you into a toaster!"

The door to her room was violently opened. Nightshade gulped and cowered as Ratchet advanced. Her pump was sent into a fluttering frenzy when he sat on the bench beside the berth.

"Alright, let's see what we've got. Roll onto your abdomen."

Nightshade obeyed, cringing softly as Ratchet peeled back the armor to her spinal relays. At least his hands weren't cold, she mused. She watched from the corner of her optic as he pottered around her room, flicking switches and plugging cables into various ports. A low hum from the counter announced that the virus scanner was up and running.

"Alright, take your firewalls down and relax. This will only sting for a bit," he said, pushing some cables aside while dragging a cart closer. He picked up a wire, peered at it in the light, and stuck one end into a spinal port. A flicker of pain jolted across her body.

Attempt by an unknown source to tap into virus quarantine. Continuing is strongly unadvised. Continue anyway?

"Alright, select yes and continue…" Nightshade obeyed.

Unknown source has been identified. Continue?

"Continue…" Nightshade obeyed once more, sighing gently.

Scanning in progress:….2 percent uploaded…

"I will be back in a few minutes to set up a file under your name." With that, he stood up and left, leaving Nightshade in the room. The virus check bar crept up slowly…


Fifteen minutes later, Ratchet slid the door open to the room, holding a data pad in one hand and a few scanners in the other.

"I'm back. How are you do…Primus, he's asleep." Ratchet walked over to the mech and prodded him in the back of the head. Nightshade jerked in 'his' sleep and mumbled something quietly, trying to curl up into a ball. Ratchet growled and slammed the welders into the berth. It had the desired effect. Nightshade yelped and had 'his' rifle out and ready to go in less than a second.

"Put that away," Ratchet growled. Nightshade subspaced her weapon and let her head hit the table with a loud thump.

"Now, what is your name, date of online, and place of online?"

"Nightshade, online on the fifth turn of Algol, on the third adjunct of Cybertron."

"Name of creators?"

"Crosswise and Day Lily," she answered automatically.

"I was not aware that Crosswise had a son," Ratchet said, his optics narrowed slightly.

"My creators…weren't too pleased that I came online. My sister was the intelligent creators said that I should become a soldier for that reason…"

"Ah. I see. What happened to your sister?"

"Don't know. She was gone by the time I was old enough to know her." Nightshade was secretly hyperventilating inside. How could she let something so important slip?! There were so few pairs at 

the beginning at the war…and there had only been three femmes born from those few! She had almost given herself away!

Ratchet prodded a gear and said, "I'm scheduling you for a full maintenance in a few cycles." He snapped her back armor shut and patted her on the back.

"You're good to go. There's nothing wrong with your systems. You'll be a bit dizzy for the next ten to twenty breems, so take it easy. I'll see you again in a few cycles," he said, motioning her to the door.

"Thank you," she said quietly, and hurried away.

Ratchet watched him for a few seconds, and then spoke into his com.

"Ratchet to Optimus."

"Optimus here."

"I've given the new recruit a virus check…"


"He told me the most interesting thing."


"Apparently, according to him, Cross Wise and Day Lily had a son and a daughter."


"Yes, according to him."

"Keep an optic on him."

"Yes, sir."

The com system fizzled for a few seconds before Ratchet snapped it off. He was frowning slightly, biting his lower lip. He had personally known Cross Wise…wouldn't have the mech mentioned something like that to him?


Why did they do this to me? WHY?


Well…enjoy the extra tidbits, I guess. :D