Disclaimer: Hey everyone! Here is a new story from me. I have had this typed for some time now and I am finally going to put it on Fanfiction. I hope you like it. I don't own Transformers Prime. I only own Shadowstalker.

OC Information:

Name: Shadowstalker

Age: 15 (In human years)

Rank: Spy

Body Description: Shadowstalker is mostly black with pink highlights on the crest on her head and the braclet like things on her wrist. She has purple and gold streaks running along the winglits on her back and two streaks on each arm and leg.

Height: Around Arcee's height but a couple inches taller

Weapons: Two wrist blades similar to Arcee's but smaller and have tints of blue on them, a ion displacer cannon, a nucleon shot cannon, two grenades strapped to the side of her hip, and two twin katanas strapped to her back that are similar to Wheeljack's but have tints of blue on them

Vehicle Form: Kawasaki ZX10R

Personality: Shadowstalker is a femme who is very loyal to the Autobots. She always has a snarky comment every now and then and is as stubborn as heck. She is very protective of the ones she cares about and will not hesitate to hurt anyone who hurts her friends. She can be a little rough at times but she means well.

Optic Color: Crystal Blue with pink pupils

Special Ability: She can cloak herself.

Chapter 1

I was driving around the desert in Nevada in my motorcycle form. My name is Shadowstalker, proud member of Team prime and one of the best Autobot spies. So we landed on this planet called Earth after we escaped Cybertron and now we're just waiting for the Decepticons to show up.

"Arcee to Optimus! The Cons are back. Cliff might be neck deep in scrap!" I heard over the com-link. What happened to Cliffjumper this time? That mech always had a habit of jumping into action without thinking.

"Shadowstalker, Arcee, Bulkhead, Bumblebee, rendezvous back at base and prepare to ground bridge." Optimus said.

That was all I needed to speed back to base. I transformed once I entered and saw Ratchet was the only person there.

"Where are the others?" I nearly screamed.

Ratchet nearly jumped out of his frame. He turned to me and immediately relaxed. "They are on their way."

Just as he said that, everyone came speeding into base. Arcee was going so fast she knocked me off my pedes.

"Primus Arcee slow down." I said to my best friend.

Arcee transformed and looked at me sheeplishly. "Sorry Shadow. I was kind of in a rush."

"No kidding." I mumbled to myself.

"Ratchet lock on to Cliffjumper's last coordiantes and activate the ground bridge." Optimus said urgently.

Ratchet typed at the monitors at an amazingly fast rate. "Ground bridge powering up."

Soon enough the ground bridge swirled to life. "Autobots, Roll Out!" Optimus yelled.

We transformed and sped through the ground bridge. Soon enough we each jumped out of the ground bridge one by one with me landing beside Arcee and with Optimus landing in front with our blasters activated.

"An untapped energon desposit." He said.

"What's left of it." Bulkhead added.

"First Decepticon activity in three years." Ratchet said.

"That we know of. If they're scouting for energon, they might be preparing for his return." Optimus said.

I've known Optimus long enough to know who he was referring too. I knew that Optimus was just worried, but I can't shake the feeling something bad is going to happen. I focused my processor back on the Cliffjumper situation. Arcee, Bumblebee, and I jumped down in the crater, the others not far behind us. I looked for any sign of Cliff, my spy instincts already kicking in. I heard someone gasp and turned around to see Arcee holding something. I looked in her hands and my optics widened. It was one of Cliffjumper's horns!

"No." Arcee and I whispered at the same time before showing it to Optimus. I may not show it a lot but I do think of Cliffjumper as a brother.

"Ratchet, can you track his position?" Optimus asked with a hint of desperation in his voice.

Ratchet opened up the portable computer in his wrist and checked for his Cliff's life signal. "No." He whispered before turning to look at us with a sad look in his optics. "Cliffjumper's life signal just went offline."

Arcee and I clung to each other in despair. I cannot believe it. Cliffjumper was dead! Oh when I find the slagger who did this he or she will pay big time!

"Shadow." Arcee whispered.

"Yeah?" I asked looking at her in concern. I may have been close to Cliffjumper but she was way closer to him than any of us.

"Promise me you won't leave me." Arcee said.

I knew what she was referring too. "I promise. We're best friends and I'm not leaving so soon."

Arcee smiled at me. "You're the best you know that."

"I know." I smirked.

"Ratchet bridge us back." Optimus said.

Ratchet didn't say a word as he opened a ground bridge with his portable bridge operator. We all stepped in to the ground bridge but I noticed we were on top of base instead of inside. I figured we were about to have the memorial so I stayed silent. We all stood in a circle as Optimus began to speak.

"We must not let our anger over the loss of Cliffjumper to impair of judgment. As of today only we six Autobots remain on this Earth. We owe it to ourselves, to the memory of Cybertron, to any Autobots in any galaxy seeking safe harbor, to human kind, and to the memory of our fallen comrade." Optimus said.

Arcee walked forward and put Cliffjumper's horn on the ground gently. She then stood up to her full height and walked away.

"Arcee." Optimus called out gently.

"If Cliff's gone standing around here sulking won't bring him back. So unless anyone minds, I think I'll get back to protecting human kind." Arcee said sadly. She transformed into her motorcycle form and sped away.

Ratchet walked forward. "Optimus, protecting humans will only result in more tragedy."

"Your opinion is noted." Optimus said.

I turned back to Optimus. "Permission to follow her?"

Optimus nodded with a small smile. "She needs a friend right now. And you're the best one she could have at the moment, Shadowstalker."

I smiled and nodded. "Thank you Optimus."

I transformed into my vehicle form, activated my holoform, and sped off in Arcee's direction. My holoform was wearing a black tank top with purple and hot pink stripes, dark blue jeans, a pair of black army boots, purple fingerless gloves, and her hair was black with purple and gold highlights. I saw her speeding toward the local town. Jasper I think it was? Well I sped up a little so I was right beside her. I saw that she had her holoform activated as well. Her holoform was wearing a blue tank top with pink stripes, light blue jeans, a pair of blue converse, blue fingerless gloves, and her hair was also black but had blue and pink highlights instead

"You know you're not in this alone right?" I asked.

Arcee sighed. "I know Shadow. I just want to be alone right now."

I looked in my rearview mirrors and saw two familiar purple cars. "Yeah I don't think neither of us are going to be left alone. Check your rearview."

Arcee did just that and said, "Twins. Follow my lead."

She turned into a place called K.O. Burger and deactivated her holographic driver. "Take five Sadie." She looked just like a normal motorcycle.

I followed her in to the parking lot and deactivated my holographic driver as well. Thankfully the 'Cons drove right past us.

"Thank Primus." I sighed.

Right when we both were about to drive away a human boy came out of the place we where we were parked in. When a noise came from his pocket he pulled out his cell phone and pressed talk.

"Hey mom. I just got off. No I'm not going to the dance. Experience suggest I should never cut a rug…unless I'm installing carpet. Be careful? Seriously? This is Jasper." He scoffed.

He stopped mid-sentence when he laid eyes on Arcee and I. I had to keep myself from groaning.

"I love you." He said before realizing his mother was still on the phone. "Yeah I love you to mom. I gotta run." He hung up his phone and walked over to us.

"Hello beautiful. Where have you two been all my life?" He said as he looked at Arcee and I. He felt the curves of her and climbed on Arcee. "Nice. It may take a few K.O. paychecks. But I am going to own a ride like you someday."

I laughed siently and opened a private com-link with Arcee."Oh my Primus! I can't believe he actually just did that. I wonder what would happen if he knew you were not an actual motorcycle."

"Oh shut up Shadowstalker." Arcee growled, using my full name which always meant I should be quiet if I wanted to live.

"Are you talking to your motorcycle? Wait make that two motorcycles." A voice said.

I saw two human girls standing there laughing at the boy. I felt sorry for him.

"My motorcycle? No, I mean...yes yes it's mine, but no I'm not talking ...well to you I am." The boy stutters as he face palms in embarrassment. He then ask, "How's things Sierra? Take you for a spin sometime?"

"Come on smooth operator. Hurry up." I heard Arcee whisper.

I looked in my rearview mirrors and saw the two 'Cons coming back towards us.

The girl who I guessed was Sierra asked in surprise, "You know my name?"

"We're in homeroom together. I'm Jack, Jack Darby." The boy, who I now know is Jack, said.

Suddenly a bright light shone on us. I adjusted my rearviews and saw the two Decepticons shining their headlights at us.

"Scrap." Arcee and I said in unison.

Sierra and her friend ran away screaming while Jack just sat on Arcee like a deer caught in headlights. When the 'Cons drove towards us, Arcee did a wheelie and turned around and headed towards them with me right behind her.

"Hey!" Jack yelled.

I activated my holoform. Arcee drove right towards the space in between the 'Cons.

"Woah woah. Woah!" Jack yelled in panic.

Arcee drove right in between the Decepticons while I drove on top of one and landed right beside her. We both rode away from them but I knew they were following us.

"Do not let go." Arcee said.

Jack looked around before yelling, "Who said that?!"

I drove up a little and asked Arcee, "Really 'Cee? What about the staying undercover thing?"

"You got any better ideas?" She retorted.

I grumbled some curses under my breath. Suddenly the 'Cons each drove beside us. Arcee and I reared back just before they were about to smash us. We drove in betweem them and into an alley. Arcee pulled a U-turn before stopping. Jack climbed off looking like he was about to have a heart attack.

"What are you?" He asked backing away slightly.

"We don't exist. Tell anyone about us and I will hunt you down." Arcee threatened.

She slowly inched towards Jack until he ran away. We then rode down the alley.

"You really think he is going to forget what just happened?" I asked Arcee in disbelief.

"No but at least he won't tell anybody." She said.

I looked in my rearview and cursed. "If we don't turn around he won't get to live!"

Arcee looked in her rearviews and cursed, "Scrap."

One of the Decepticons had followed Jack. Arcee and I turned around with our wheels screeching against the concrete. We drove towards the 'Con that was following us and rode on top of him and jumped off. We landed back on the ground and rode after Jack. Arcee and I rode on top of the other Decepticon and landed beside Jack.

"Hop on!" Arcee yelled.

Jack didn't hesitate as he jumped on to Arcee and clung to her handle bars for dear life. We gunned our engines and rode down the alley.

"Woah!" Jack yelled.

I followed Arcee as we rode on to the street that would take as to the freeway. I drove up behind Arcee and Jack to try to shield them as the Decepticons started shooting at us.

"Oh come on! Do we ever get one free day without having to fight for our lives?" I asked.

"No." Arcee said.

"Why are those guys shooting at us?" Jack asked.

Arcee and I drove between the traffic to try to put as many cars between us and the 'Cons.

"There's no us kid." Arcee started.

"And they're no guys." I finished.

I looked in my rearview to see Bumblebee smashing into the 'Cons and then following us. How he knew we needed backup I will never know, but I can say that I am grateful.

"Friend of yours?" Jack questioned.

"Family." Arcee and I responded at the same time.

We kept driving to the end of the highway where a road block was. Jack was confused as to why we hadn't stopped driving but his face changed from confusion to terror once he realized what we were going to do. We gunned our engines to the max and jumped over the side of the bridge.

"Woah!" Jack screamed.

We rode down the side of the bridge before hopping off. The problem was that we landed in front of another human boy. He dropped his remote out of pure shock.

"Woah." He gasped.

Jack was panting heavily. "You have no idea."

He climbed off of Arcee and stepped back. The other human boy ran up to us. We all heard engines and we looked up to see the Decepticons drive over the bridge and transform. I took that as my cue to deactivate my holoform, causing Jack to stumble back in surprise. Arcee and I transformed with a deadly look on our faces.

"This ends here 'Cons." Arcee proclaimed.

I banged my fist together and snarled. "You're going down bucket heads."

Arcee and I took off running at high speeds towards the 'Cons dodging shots. Arcee jumped up in the air and kicked one of the 'Cons in the face before back flipping and kicking the other 'Con in the face. I ran over to the 'Con that just stood up off the ground and punched him in the face. I could practically feel my spy instincts kicking in so I just went with the flow. I unsheathed one of my wrist blades and sliced him across the face. Before he even had a chance to attack, I sheathed my wrist blades and swapped them with my blasters at lightning speed and shot him about ten feet away. I turned my blaster back into my hand and sighed one I saw that he was unconscious for the time being. I heard a grunt and I turned around to see Arcee get shot in the chest with a stray shot from the 'Cons.

"Arcee!" I yelled.

Before I could even move, Bumblebee showed up and punched the 'Con in the face and then stepped on his head and stepped back. I knew 'Bee could handle it for now so I ran over to Arcee. I bent down once I saw she was sitting up.

"You alright?" I asked in concern.

"Yeah I'm alright. I just got banged in the helm with a blaster shot. What do you think?" Arcee shot back sarcastically.

"Just asking." I said. "Now come on let's go help 'Bee."

I helped Arcee get up and before we could even make four steps Bumblebee came skidding towards us. I bent down to see if he was okay. When I helped him up, I saw that the 'Con I had shot earlier was back up now. Arcee, Bumblebee, and I got into a fighting stance. When a bright light shone in our direction, we each turned around and narrowed our optics. A horn honked and I sighed with relief when I saw Bulkhead. He drove towards us and transformed in mid-air. We all resumed our fighting stances.

Bulkhead banged his fist together. "Who's ready to rumble?"

The Decepticons apparently knew they were outnumbered. They both transformed and sped away. We all relaxed.

"What took you?" Arcee asked with a hand on her hip.

"Traffic." Bulkhead said.

I looked at him like he had grown a second helm. "Traffic? That's the best ya got?"

Later at Base

"And the 'Cons would have been scrap metal if we hadn't been distracted by the human." Arcee finished explaining.

Optimus turned to look at her slightly. "Human?"

"Two boys." Bumblebee buzzed.

"Two boys." Optimus repeated.

"I guess the second one caught us in action. I don't know. Was a little too busy trying to fight off the Decepticons." I said slightly annoyed.

"If the Decepticons are targeting us, anyone perceived as our ally will be at grave risk." Optimus said before turning to us. "I suggest you three you and pick them up tomorrow and bring them here. It might help since they have already seen you three."

"Wonderful." I muttered.

Arcee and Bumblebee left out of the room while I stayed in the main room with Optimus. I walked up next to him.

"Do you really think Megatron might be coming back?" I asked.

"The outcome is possible, Shadow." Optimus said, calling me by my nickname.

I smiled slightly. He only ever called me by my nickname when we were alone. Everyone else just calls me Shadow for short. The only time any of them ever call me by my full name is when something serious is going on.

"Now is one of the times I wish we had some reinforcements." I said, while leaning against the railing slightly.

"I have a feeling that we will receive help soon." Optimus said.

"Is it one of those Matrix feelings?" I asked.

"No. It is just a regular feeling." Optimus replied.

"Oh." Was all I said.

Optimus looked over to me. "You are really good at hiding your emotions from the rest of the team but I know you are not in the best mood."

I looked up at him with a sad look in my optics. Optimus and Arcee were the only 'Bots on the team that I ever showed my true emotions around. I guess it has something to do with me being close to them.

"Why would I be in a good mood? One of my best friends just got killed by the 'Cons, we got discovered by humans, and I'm thinking about our latest battle." I growled.

My last statement made him look at me curiously. "What do you mean by thinking about our latest battle."

I sighed. "I don't know. It's like every time I go into battle my spy instincts take over." I looked away slightly. "It's like I'm not even me anymore. More like a deadly assassin or something. It makes me think about a certain spider 'Con."

Optimus seemed to look at me in concern. "Do you think maybe it is because of your past?" He then looked at me oddly. "You are nothing like her." He was referring to the spider 'Con I mentioned.

I cringed slightly. I had a very dark past that I really don't like to talk about. Only Optimus knows the full details of my past. I am planning on telling Arcee soon but I just can't bring myself too. I had flashbacks of my past. I felt tears of energon pricking my optics but I blinked them away. There was no way in Cybertron I was going to cry in front of Optimus of all the Cybertronians.

"I am sorry. I did not mean to bring up any bad memories." Optimus said gently.

I shook my head. "Please Optimus. I think about my past every now and then so you have nothing to worry about." I knew that was not true, but I did not want him to worry about me.

"You miss him don't you?" Optimus asked softly.

I knew he was not referring to Cliff so all I did was nod sadly.

"His memory will not be in vain. He died protecting his little sister." Optimus tried to comfort me but I turned away.

"What's going on in here?" Arcee asked as she walked into the room. I had a feeling she had heard most of what had just been said but I didn't care.

"No. If I hadn't been so weak, he would still be here. I wouldn't be the only one in my family alive. I wouldn't be the femme who lost one of the most important people in her life." I said as I turned back to him with tears streaming down my face.

I knew I looked pathetic right now but I didn't care. I had lost my only family left on that day and I was on my own ever since. I just felt so alone. I didn't even had time to blink as Optimus wrapped me in a hug.

"Oh Shadow." Arcee said softly as she put her hands on my shoulder plates.

I cried into Optimus' chestplates. He rubbed his servo up and down my back in a comforting way. I trembled as more flashbacks of my past came back to me.

"Shh come on Shadow. Let's go to your quarters and get some recharge." Optimus said softly as he picked me up bridal style.

Optimus, Arcee, and I walked down the walls to my quarters. I had stopped crying by them but I still had tears streaming down my face. I wiped them away and glared at Optimus.

"I can walk you know." I said.

He looked down at me and set me down on my pedes. I grumbled curses under my breath as I just came to the realization I had just had an emotional breakdown in front of my two closest friends. I am never going to live this down. I had a good feeling it would be brought back up later in time. We walked in front of the door to my quarters. Optimus walked off but Arcee stayed and I knew why. I knew she wanted to know about my past and comfort me. She is my best friend after all. I just didn't know if I'm ready to tell her yet. Some memories I can only ever talk about if I'm in a good mood. Even then I might have an emotional breakdown.

I sighed. "Arcee, I don't want to talk about it. I'll tell you some other time. Plus who tells about their past after they just recovered from an emotional breakdown?"

Arcee looked at me in sympathy. "Actually I wanted to say I'm sorry for what you had to go through. Even I don't have a past that bad."

I just gave her one of my looks and said softly, "Arcee, when you're a spy you have to go through some tough things. I've lived through this for all my life. I just go with the flow."

"Okay. Good night Shadow." Arcee said.

"Night Arcee." I said as I walked into my quarters.

I walked over to my berth and laid down. Before I fell into recharge, I thought about my past one last time.

"At least I have Team Prime. Even if we're not a real family, we're as close as one."

And here is the first chapter of Femme Spy! I worked really hard on this. Looks like Shadowstalker has a bad past. Even worse than Arcee's! Shadow is right. When you're a spy you do have to go through some tough things. I hope you enjoyed this. Shadowstalker Out!