First things first:
I DON'T OWN TRANSFORMERS PRIME! ALL RIGHTS BELONGS TO HASBRO AND THE HUBNETWORK!

That was a request i got from a very good friend of mine on DA :3.
I had soooo much fun writing this :D

Warning: It is a tickle-fic.

Pairing: StarscreamXArcee

It is not easyto change sides

It was a wonderful night.

The stars were shining brightly, a gentle and warm breeze was blowing and no clouds covered the moon that night.

It has been a perfect day…at least for the Autobot Arcee.

She was on patrol with Bulkhead and Bumblebee to check on any Decepticon activities and it seems they all got a little break from their dangerous life because they haven't heard anything about any Decepticon activity since days.

While the others had returned to the base Arcee had stayed outside for a little longer.

One bot was missing for the whole day and she hadn't seen him for quite a while now and slowly but surely she started to worry about said bot.

She activated the COM-Link on the side of her head in hope she would get to know where he was, but static noise was the only thing she got to hear at the other end of the line.

With a soft sigh she closed the COM-Link and started to move into the opposite direction where their base was.

She hadan inklingwhere he could be…

And she was right, because she found him good half an hour later on the edge of a mighty cliff, moping.

His wings were dropped and so were his shoulders.

His bright red optics were focused on a spot far, far away from him.

A soft sigh left his vocal processor and he closed his optics, enjoying the gentle breeze which caressed his body, the whispering of the wind and the silence around him.

"Starscream?"

He flinched at the sudden voice calling his name, but he didn't turn around because he already knew it was Arcee who stood behind him.

The femme got no response from him and she dared to move closer until she stood right behind him. Still he didn't turn around or opened his optics. Not a single reaction came from his body, only the soft buzz of his internal systems was the only sound that was heard.

He flinched again when a hand touched his shoulder and lingered there and this time he even opened his optics and turned his head to the side, looking right into Arcee's worried face.

"Starscream, what is wrong with you? Why are you sitting here all alone?"

Another sigh left his lips and he turned his head away from her, looking back into the distance.

"It's alright Arcee, I am fine…"

"No you are not. I can see it in your optics. What is wrong with you?" she tried again and sat down next to him.

"I told you: I am fine. No need to worry about me…"

She narrowed her optics and gently but forcefully grabbed his chin and turned his head that he was forced to look into her face.

"You're a bad liar, you know that?"

A sad smile appeared on his face and he gently grabbed her wrist and pulled it down.

"Fine, you got me. I'm just feeling a bit down today. Nothing serious. It's just…it's just this feeling I got."

"What feeling?"

"Haven't you seen the looks I get from the others? They still see the Decepticon in me. It doesn't matter what I do to prove them the opposite, they still see a monster in me…and they are right. I am a monster…"

A sharp pain went from his side into his whole system and he flinched away with a growl, glaring at Arcee who had punched him not very gently in his side.

"Don't say that Starscream! You are not a monster! You have changed. I know it, Optimus knows it and the others will know it as well. It is just a new situation for them…no…for all of us to have an Ex-Decepticon in our base, you know? They will accept you, just give them some time and you'll see."

"You're always so positive 'Cee," he said and bent his head down to lay his forehead against hers, looking deep into her bright blue optics.

"Someone has to be," she said with a sly grin and she kissed him gently on his lips before snuggling closer to him.

His gentle smile widened as he put an arm around her waist and pulled her closer to his body. His spark warmed when she leaned her head against his shoulder, closing her eyes and enjoying the silence.

Starscream did the same, smile widened even more when a hand soothingly stroked up and down his back to comfort him.

"Everything will be fine Starscream, you'll see," she whispered and another kiss found its way to his face. And another and another until the Seeker was full on giggling, leaning away from her teasing kisses as she reached his neck and lingered there.

"Awww look who is smiling again~," she teased with a knowingly grin on her face and he blushed a bit at her words, turning his head away from her.

"Oh no, you are not hiding from me."

His grin widened and he had to bite his lower lip to prevent himself from laughing when she grabbed his chin again and turned his head around, at least she tried to do so, but he was stubborn and grabbed her wrist and shoved her hand away.

"Don't be so stubborn Star. Just let it go. Smile for me~."

"I would love to smile for you 'Cee, but…with all this stuff that's going on at the moment, I just can't smile anymore."

"What? Do you really want to say you've forgotten how to smile?"

"If you want to see it like that…yes."

A mischievous sparkle appeared in her optics and she scooted closer to him and wrapped her arms around his torso, pulling him into a tight hug. Immediately she buried her face into the crook of his neck, snickering when he twitched and tried to shove her away.

"H-hey! Stop it, that's not fair!"

Arcee's grin widened and she tweaked his sides playfully, earning a yelp and another twitch.

"Everything is fair in love and war~," she said with a sing-song voice and in the next second Starscream was again full on giggling when devious fingers wiggled up and down his sides, making him squirm and shriek every time the femme hit a particularly sensitivespot.

"Look who's lying again."

"I-I am nohohohot lying ACK! Will you s-stop thahahat?!"

"Oh yes, you are. And stop what? You mean that?"

"EEEK! Nohohoho!"

"Awww that was adorable. Do that again."

"N-No wahahay…EEEK! Hehehey!"

Arcee couldn't help but laugh and she tweaked this one little spot right above his hips again, enjoying another desperate but happy shriek coming from the mech's mouth.

"You know what Starscream?"

"W-what?"

Her smirk got a little bit evil.

"You shouldn't have told me you were ticklish."

"Y-yeah I knohohohow. That's a m-mistake I deeply re-regret!"

"Oh no…not yet at least. But back to the topic. Tell me Starscream: where is your most ticklish spot? I seem to have forgotten it."

"A-as if I would tehehell you!"

"No? Well looks like I have to find it out on my own then. Is it…here?"

He shrieked and quickly grabbed her wrists, trying to pull her hands away when nimble fingers tickled up and down his sides again, but the tickling weakened him and slowly but surely his giggling turned into laughter when her fingers moved further upwards.

"Nonono nohohohot thehehehre!"

In a matter of seconds his arms were glued to his sides when Arcee shoved her hands under his arms, only trapping her wiggling fingers and he slowly fell backwards until he was lying on his back, Arcee on top of him as she straddled his legs and kept tickling him, laughing along with him when his laughter turned up an octave.

Her laughter died down, her evil smirk turned into a gentle smile as she watched him laughing and squirming under her skillful fingers. Whenever he opened his optics to look at her she could see the happiness sparkle in them. His laughter was deep and came straight from his spark, his face was almost split in half from the huge grin he was wearing, coolant already sparkled in his optics as she kept tickling him, pulling her hands out of his underarms and attacking his neck instead which turned his loud, booming laughter into high pitched giggling and he shook his head back and forth.

"No? This is not your tickle spot?" she said teasingly and her hands moved down his chest until she reached his belly and the moment her fingers made contact he bucked his hips so hard that she almost fell off of him.

"Nohohoho! Ack! NOHOHO! P-please Arcee! S-stohohohop!"he laughed and grabbed her hands again, but this time he didn't try to shove her hands away. He just hold onto them, optics squeezed shut and his giggling turned into loud booming laughter yet again, legs kicking out wildly behind her back which made her giggle in amusement.

"Looks like I'm getting closer~."

"Nohohoho y-you're nohohot!"

"No? The way you laughing and the way you trying desperately to shove my hands away are prove enough for me. Don't deny it Star, just let it go and laugh~. Tickle, tickle, tickle~."

Her teasing words made it so much worse and it suddenly felt like her teasing would increase his ticklishness tenfold.

"For Primus sake! Arcee! NOHOHOHO!"

Arcee grinned down at him and chuckled when he started to shriek with laughter.

She had reached behind her and attacked his thighs now which seemed to be another major weak spot.

He squirmed back and forth, arms wrapped tightly around his chest, coolant leaking from the corner of his optics as one ticklish sensation after the other ran mercilessly through his body.

As much fun as it was but he couldn't take it anymore.

If she wouldn't stop this instant he was sure Arcee would tickle him to death.

He collected all of his remaining strength and his hands dashed forwards, razor sharp claws digging ever so gently but effectively into Arcee's sides, starting to tickle her as well until she was shrieking and laughing so much that she fell off of him.

Starscream took the opportunity and rolled himself onto his belly, trying to crawl away from her, still giggling like a little sparkling but before he could flee Arcee was on top of him again in an instant, fingers attacking his sides again.

"Oh no Starscream. Who said I am done with you? And besides do you really think you could tickle me without getting punished? And I still haven't found your most ticklish spot yet…"

Her grin turned evil when she got an idea.

"...but I think I know where your tickle spot is…"

Only seconds later Starscream was reduced to a screaming and laughing mess on the floor when tickling fingers attacked his wings.

The femme had now serious difficulties to remain on his back when the Seeker squirmed and bucked under her nimble fingers, screaming and laughing, fists pounding against the ground as his most ticklish spot got attacked.

"Oho, what is that? Looks like I have found the mighty, fearsome Warrior's most ticklish spot~," she teased with a broad grin on her face when he let out another shriek of pure mirth.

"N-NO! NOHOHO! ARCEE P-PLEAHAHAHSE! NO WINGS! NO WIHIHIHINGS!"

"Why not? Are your wittle wings too ticklwish~?"

"S-STOP TEASING MEHEHE! THAHAHATS NOHOHOT F-FUNNY!"

"I canteaseyouas muchas I want Starscream and there is nothing you can do about it."

"PLEAHAHAHSE STOHOHOHOP! TH-THIS IS…TORTURE!"

Arcee couldn't deny it, but she started to feel guilty for him.

She didn't know for how long she had tickled him now, but she could clearly see that he had reached his limits. She slowed her tickling down a bit, but not stopping. She bent her head down, kissed his neck and grinned.

"Fine I will stop. But only if you stop being upset. I don't want to see you like that, do I make myself clear?"

"YEHEHEHES! I WOHOHON'T BE UPSEHEHET ANYMOHOHORE!"

"And are you sorry for tickling me?"

"Y-YES! YEHEHEHS I AM!"

"Say it!"

"ARCEE! COME OHOHOHON! AHHH! O-OKAY! OKAHAHAHY I AM SOHOHOHORY! SOHOHOHO SOHOHOHORY! N-NOW STOHOHOHOP, PLEAHAHAHSE!"

Immediately the hands stopped their assault on his wings and Arcee let herself fall to the ground next to him, wrapping an arm around his waist and snuggled up to him.

Starscream was still giggling at the aftershocks of the tickling, whipping tears out of his optics while rolling himself onto his back and glaring half heartily at the Femme next to him. But she could still see the happiness sparkling in his red optics and that he wasn't serious. Not even when he growled like a hungry wolf, pulling her against his body and burying his face into the crook of her neck.

"When I get my strength back…you are so in for it!"

She giggled and snuggled closer to him.

"I would love to see you try. I know your tickle spot Starscream so be careful what you start…"

"So what? I bet I can find your most ticklish spot as well."

The femme giggled in anticipation and shoved at his chest playfully when he nibbled at her neck.

Minutes later the both of them just lay there, side by side, Arcee snuggled up to him, arms wrapped around his chest and her head laying on top of his chest.

Both of them were looking silently into the stars until…

"Thank you Arcee. For cheering me up and making me laugh. I really needed it."

Her lips turned into a soft smile at that.

"You are welcome Starscream. And don't forget: You are not a monster. You are one of us now. Forget what happened in the past. What past is past. You are no longer a Decepticon. You are an Autobot now and the others will get used to it. You will see…"

His lips quirked up into a soft smile and he closed his optics as he kissed her forehead gently.

And now he was sure in one thing:

He was glad that he changed sides, because this was the first time since the war started that he could let loose and laugh or fooling around like little Sparklings.

And he thanked Primus for the most beautiful gift of his life which lay now in his arms and slowly drifted up into the land of dreams.

He gave Arcee one last kiss before he made himself comfortable, pulling her closer, arms wrapped around her body protectively and slowly he followed her into the land of dreams…

The End