Hey Fans! Here's the Shadow Rider Arc and I did it before W.I.T.C.H Gx!

Disclaimer: I don't own GX, Transformers, or W.I.T.C.H GX…I can't recall the author that made that wonderful story so if someone can remind me, I would be greatly appreciate it.

Claimer: I own the plot.

Credit to Peach Wookie for making the first Transformers/GX crossover.

Note: The deck Jaden is using in this chapter is based off of the Transformers: War for Cybertron Video game.

Clouds covered the blood red moon that hung in the air. No one knew that a force more sinister then Pegasus or Marik was about to go and assault Duel Academy for something that rivaled the God Cards.

Deep in a cavern below the blood red moon, seven figures of darkness were present, four of them having red glowing eyes while the other three sat back in the deeper recesses of the shadows.

A disembodied voice spoke through the night of the cave.

"Our enemies have been tested and our allies are in place. The hour is upon us to cover this foul world in shadow." The voice said in a gravelly monotone voice.

From the shadows all the members nodded before resuming their listening as the voice continued.

"Which one of you will be the first to lead us into battle?" The voice asked the seven shadows.

Not one of the figures spoke, each one trying to see the pros and cons of going first when a male voice spoke up.

"I shall be the first one, master."

Everyone looked at the second smallest shadow as the voice spoke again.

"Nightshroud…you wish to be first? Then so be it."

The shadows parted to reveal a masked teen that wore a black blazer and a half of an amulet. He placed an academy issued duel disk on his arm and laughed darkly.

"I will not fail…and Academy Island's prize will soon belong…to us!" Nightshroud said as the disk activated.

GXGXGXGXGXGXGXGXGXGXGXGXGX

Duel Island

Lightning flashed through the sky as Rain poured down hard. In Sheppard's office, Sheppard himself watched the storm unleash its total fury on the isle.

At the next lightning flash, Sheppard gasped aloud; for there, flying through the dangerous storm was a hang glider in the shape of a bat or dragon depending on one's view.

The chancellor sighed as the glider blended in with the clouds.

"And so it begins…the fight…the war. I pray that Megatron and Optimus can hold their own." Sheppard said as he continued to watch the sky unleash its fury.

GXGXGXGXGXGXGXGXGXGXGXGXGXGX

The controller of the glider skillfully landed his transportation on the side of the volcano and threw off his glider. The glider itself crumpled up and became alit with fire. Nightshroud chuckled as he overlooked the main campus and the pier. His chuckling was interrupted by the half amulet glowing brightly.

Nightshroud looked down at the amulet and picked it up. He knew that someone had the other half…but who?

GXGXGXGXGXGXGXGXGXGXGXGXGXGX

Cliff Edge

Megatron looked out at the raging sea and brought his head up to gaze at the sky. He always enjoyed thunderstorms and loved how they always seemed to reflect his mood; dark, cold, and angry at everything and everyone.

His musings were interrupted by the bracelet. He looked down and scowled; the strange object was glowing of all things! Just what had it sensed that he hadn't?

"Perhaps…the beginning I mentioned to Prime…has arrived." Megatron said quietly as he spun on his heel and walked off.

GXGXGXGXGXGXGXGXGXGXGXGX

Slifer Red Dorm

More lightning flashed making Syrus and Chumley whimper. Optimus looked up from the new deck he had gotten from the ruin site and glanced at the two.

"You guys alright?" Optimus asked.

"N-no! I'm brontophobia!" Syrus exclaimed in fear.

Optimus winced at that; he knew a guy that had that particular phobia. Not pretty seeing that he was a survivor and the mortar shells constantly made that awful booming noise. He and Megatron had to constantly stop to calm the guy down!

"Look, the storm will be over soon kay? You guys can hold out till then right?" Optimus asked before he noticed a light…that wasn't coming from his lamp!

"What the?" Optimus asked as he looked down.

He saw that the one part of the amulet was glowing brightly making Optimus frown.

What's causing it to glow like that? Could it be that the thing Megatron mentioned is…starting? Optimus thought.

The gang leader only knew one thing and one thing only; he would get his answers tomorrow.

GXGXGXGXGXGXGXGXGXGXGXGXGX

Next Day

Optimus sat back next to Elita and watched as Banner continued his lecture. He noticed that Megatron was constantly looking at that bracelet of his and knew that whatever happened to his amulet happened to his bracelet. His musings were interrupted by Banner.

"Optimus! Optimus!" Banner called out.

"Huh? Oh, yes Professor?" Optimus replied.

"Chancellor Sheppard wants to talk to you today. You are excused from the rest of your classes to go and meet him." Banner said with the cheery smile.

This alone sent warning lights off in Optimus's head. He looked over at Megatron just continued to glare at Banner, like something was off. He was interrupted once more, not by Banner, but by that guy we love to hate, Chazz.

"I guess you've finally worn out your welcome here, Prime! A meeting with Sheppard is never good! You are so busted!" Chazz said in a high and mighty tone.

"Can it Princeton. I've got a feeling that this meeting is serious and that there are more with you included." Megatron snarled as he stood up.

Banner nodded and smiled.

"Megatron is correct. The Chancellor wants to see you, Chazz, and you, Megatron as well as two others." Banner replied.

"He what?" Chazz said now scared.

Megatron just sighed at the idiocy and crossed his arms, waiting for the other two to be announced.

Banner cleared his throat and looked at the other two.

"You are wanted too, Bastion." Banner said causing the Ra Genius to rise before looking at where Optimus was standing. "And you Elita."

Elita stood next to her boyfriend and looked at him. Optimus grasped her hand and smiled at her. But his inner thoughts betrayed his calm demeanor.

This can't be good at all. Optimus thought with fear.

Hallway near Sheppard's office

"I wonder what Uncle Sheppard wants…" Optimus mused aloud as he held onto Elita's hand.

"Whoa, whoa, whoa! Hold the phone! Sheppard is your uncle? For real!" Chazz demanded.

"Yes, he is. Now, shut the hell up and get moving!" Megatron snapped as he plowed on ahead.

Optimus wondered what was eating Megatron when he snapped his fingers.

"Bastion, what's today's date?"

"Um…may twenty-third. Why?" Bastion asked.

"Oh man…Morgan." Optimus muttered and Elita gasped.

"Morgan? Who is he?" Chazz asked.

"Not he…she and she was Megatron's girlfriend." Elita replied.

"What happen? She dump him for a better man?" Chazz asked with a laugh.

"No…she was killed back in the war. Her codename was Blackarachnia; and I think that she was one of several factors that made Megatron what he is today." Optimus said as he watched his brother storm ahead of the group.

The others continued their walking toward the Chancellor's office.

GXGXGXGXGXGXGXGXGXGXGXGXGX

Outside of Sheppard's office

Megatron, Optimus, Elita, Chazz and Bastion got the Sheppard's office and they were greeted with the sight of…

"Zane! Dr. Crowler. You guys were summoned by Sheppard too?" Elita asked.

"Well, would you look at this? Some of the most best students of the school!" Crowler said ignoring Elita's question.

He spied Megatron and Optimus and gave a smirk.

"Uh-oh! Which of these duelists is not like the others? Clearly two people are a little lost? Who are they?" Crowler asked goading.

Megatron was quick to quip on the question.

"He wears lipstick and more often than not is mistaken for a woman while the other dresses all in black because he thinks it makes him look cool when it reality it makes him look like an Emo." Megatron snapped making Crowler and Chazz flounder like dying fish as he entered the office.

Optimus shot a glare at Crowler before going in as well.

GXGXGXGXGXGXGXGXGXGXGXGXGX

Inside Sheppard's office

Everyone had gathered around the single desk that was in Sheppard's room listening intently.

"I'm glad that you could make it. I'm afraid that our school is about to come under siege from some…sinister forces." Sheppard said.

"And what are these forces?" Megatron asked with his arms crossed and his scowl present.

"Before I answer that, have any of you heard of the three sacred beast cards?"

"Three sacred what cards?" Chazz asked.

"Beasts. And both Megatron and I heard of them." Optimus said.

"That's right; your great grandfather discovered the tablets containing the three and brought them to Pegasus. A mistake that I believe Pegasus regrets today. But before I get off track here…the academy was built to protect the cards sealed away underground." Sheppard continued making everyone except Megatron and Optimus gasp at the knowledge that three powerful cards were sealed away right below them.

Megatron took over from Sheppard's speech.

"According to the ancient texts that Great granddad found, should the beasts ever see the light of day, a great and terrible cataclysm would occur; buildings would be vaporized, the earth would be ripped apart and souls would be damned. In other words…the end times." Megatron said as he continued to stare with no emotion on his face.

Elita gulped uneasily before tightening her grip on Prime's arm. Optimus looked at her comfortingly before returning his attention to his uncle.

"Yes, what Megatron said is true. Should the beasts ever get out, our world would be no more. That is why you are all here, to protect these cards from the wicked ones."

"Wicked ones?" Chazz asked.

"No doubt the shadow Riders…I remember them being mentioned in the tablet too. They coveted these cards because they're vital to resurrect a king…a Supreme king to be precise." Optimus informed everyone.

"That's correct. This Supreme King was the nastiest of all evil doers. He could command the beast's powers with ease and nearly had the world under his control."

"Until seven mages defeated his armies of darkness…by creating the spirit keys and locked the beasts away." Megatron said coldly.

"Forgive me for interrupting but wasn't there also an ancient edict surrounding the beasts?" Optimus asked as he had done some more in-depth research on the tablet then Megatron did.

"Ah yes there is, thank you Optimus. As Optimus just said, to protect the beasts from getting out you must protect the spirit keys that were mentioned by Megatron. Now the originals were lost, but the mages left instructions on how to re-create them. But they also left a warning."

"What was the warning?" Bastion asked.

"Unknown. The warning has been rubbed away from the sands of time." Sheppard said woefully before straightening up. "That's why the seven of you are here…to guard the keys. Well…six of you. I needed seven though so…you know."

"Dueling is the only way to protect them right?" Elita asked.

"Yes."

"That'll make us targets!" Chazz yelped.

"Idiot…remember the edict? The keys must be won in a duel…or the lock won't unlock. The keys must be won in a duel! Unless…you're chicken." Megatron snarled as he walked up and grabbed a key.

Chazz glared at Megatron as Optimus grabbed his own.

"I fought in a war that nearly took everything from me…and I'm always ready to get back into the fight." Optimus said as he placed the key around his neck.

"Guess that means I'm in." Elita said as she grabbed one of the remaining keys.

"I too accept." Bastion said.

"I'll show you whose chicken…Megs." Chazz said with a laugh.

"Call me that again and I'll make sure you won't be able to get a date for the rest of your natural life!" Megatron snapped. "Or did you forget what happened the last time the school news printed something that ruined your image?"

Chazz flinched at that being reminded of the school newspaper showing…something that made many question his sexuality.

Zane stepped forward and picked up the second to last key. Crowler strode forward and smiled.

"How can I refuse? After all, the world is at stake and if I say no, I won't get this posh piece of jewelry."

"Don't forget…this is war everyone. We will be attacked anytime anywhere. So for your sake…you better not lose when it's your time to step up." Megatron said as he left.

Sheppard watched his nephew leave and sighed.

"Jason is right…this is war. So you will be attacked at anytime anyplace. Good luck, all of you." Sheppard said as he turned around.

Nightfall

"…and that's why I was called to Sheppard's office." Optimus explained to Syrus and Chumley as he stared at his spirit key.

"Aw man…you're kidding right? Shadow guys who want to beat you and take over the world? That doesn't sound very good." Chumley said.

"So…now what?" Syrus asked while casting glances over his shoulders.

"We, meaning me and the others, just wait…the riders could attack at any moment so I need to be ready for when they strike." Optimus said as he got up and walked over to his bag.

The young gang leader took out all of his decks and opened them up ready to inspect them. Syrus and Chumley looked at one another and nodded.

"While you prep, Prime, me and Sy are going to catch some Z's. While we may not be needed to save the world, we are required to attend class. So…" Chumley said as he climbed up into the top bunk.

"I understand guys. Get some sleep. After all, the year end exams are coming up…unless this Shadow Riders problem lasts till then…never mind. Get some rest." Optimus said as he glanced at his first nine before looking at the tenth deck.

I wonder what's in here…Optimus thought as he pulled it out and began to leaf through it.

Outside-Path to Red Dorm

Elita looked up in worry at the blood red moon as she walked to the Slifer Dorm. While she didn't doubt her boyfriend's skills, she did have a nasty dream that one of the Shadow Riders was in fact her missing brother. So to combat the nightmare, she had sought out Optimus's comforting arms. She was unaware of a figure hiding in the bushes just ahead of her staring intently at the Slifer Dorm.

Nightshroud's eyes glowed red once more and the entire room that Optimus and the others were staying in glowed purple.

Inside the Dorm

Optimus had just finished cataloging the new deck and was leaning back about to drift off in his seat when a purple light covered the room.

"What the?" Optimus said snapping to attention.

The purple light filled the room making Optimus uneasy. He ran over to the bunk bed and tried to wake the two up.

"Syrus! Wake up! You've got to get out of here!" Optimus said as he shook the boy before clambering up to where Chumley slept.

"Chums! Wake up!" Optimus said to no avail; the two boys were out like lights.

Optimus groaned in frustration as he watched as the light became even brighter.

Outside

Elita's eyes went wide as she spotted a ray of purple light coming from the window of Optimus room. Her heart hammering in fear, she started to run toward the door.

"Jaden!" Elita shouted as she flew up the steps.

There goes our night of cuddling. Elita thought in a panic before shaking her head.

She had more important matters then worry about something as trivial as that!

GXGXGXGXGXGXGXGXGXGXGXGX

Inside

Optimus looked frantically as he tried again to wake up Syrus and Chumley but again to no avail. The gang leader snapped his head up when he heard the door slam open and spun around to see…

"Elita!" Optimus said as he saw his girlfriend.

Sinister laughter echoed through the air as the light got brighter and brighter. Elita looked frantically for the laughter.

"What's going on?" She yelled.

"The first duel!" A twisted voice said through the air.

The Light became so bright that it blinded both Optimus and Elita. When the light died down, neither they nor the other two Slifer were present.

GXGXGXGXGXGXGXGXGXGXGXGXGXGX

?

Optimus groaned as he got his wits about him. The young leader got up and felt two hands around his shoulders. He looked up to see a worried-stricken Elita. The thing that he instantly noticed was he was on some sort of glowing blue disk.

"Optimus…oh thank god, you're okay." Elita said with a smile as her boyfriend got up.

"It'll take more than a light show to keep me down. But the real question is…where are we?"

Elita looked around and she gasped in shock.

"Prime…we're inside the volcano!"

Optimus's eyes widened before narrowing.

"No doubt the first Shadow Rider is here."

"How very Observant of you!" A man's voice echoed around them.

From the lava came a dragon made entirely of fire that roared as it soar through the air. Elita grabbed onto Optimus and watched in pure terror as the dragon crashed down in front of them. The masked teen walked out from the inferno none the worse for wear and smirked.

"Allow me to introduce myself key keepers. I am called Nightshroud." The masked teen said.

"I'm Optimus Prime. So you're one of the Shadow Riders…not much to look at." Optimus said with a cheeky grin.

The comment seemed to get Nightshroud mad if the clenching of his jaw was anything. It was then that the Shadow Rider noticed the one part of the amulet.

Upon him noticing, the part around his neck glowed at the same time as Optimus's.

"A nice trinket you got there. The Gravekeeper must be slipping if he gave that to you."

"Not really. He was very eager to give it to me as I held his life in the very balance." Optimus said off-handed.

"Nonetheless, I want to introduce you to a few friends of mine…" Nightshroud said with a smile.

"Friends…that can't be good for Prime." Elita said worried.

"Oh, my bad. I meant to say your friends. Please welcome, Syrus and Chumley."

"What!" Optimus and Elita said at the same time.

True enough, when Nightshroud pointed down the two saw a blue colored orb holding both Syrus and Chumley. Both of them were whimpering in fright.

"No! Guys!" Optimus breathed out.

"Hold on!" Elita shouted in alarm.

"Not much we can do!" Syrus replied while looking at the three.

Optimus turned on Nightshroud with a glare present on his face.

"Why drag them into this when it was me you wanted? Answer me!" Optimus snarled.

Nightshroud smirked arrogantly at the question.

"They're to ensure a speedy duel! After all, the protection orb will only last for so long…so I'll leave you to your imagination of what will happen."

Optimus growled as he thought of the worst case scenario; he did NOT like it at all. But before he could respond, Nightshroud spoke again.

"Oh, and the two below aren't the only things on the line. If you accept this duel and lose, your soul will be sealed inside this card. Of course, I too accept the same stakes should I lose. But let's face it, me lose? It's impossible." The teen said as he brought up a black card that overflowed with darkness.

Elita looked scared at stakes and she voiced it.

"Prime, you can't accept those terms! What would happen if you lost! How would I cope?" She asked scared out of her wits.

Optimus looked at her with loving but cold eyes.

"Elita I knew the risks when I signed up to fight these guys. But I'll be damned in the deepest realm of hell before I just give up and let people walk all over me. If I lose then it's up to you to avenge me. Show these riders that you can duel with the best of us and beat the best too!" Optimus said with a smile.

Elita's eyes widened before she blushed; if he lost, her boyfriend was counting on her to avenge him, trusting her to raise her own hell…if that wasn't true affection, I don't know what is.

Optimus turned back to Nightshroud and smirked.

"I'll accept those terms! Let's throw down!" Optimus said as he slotted in the tenth and mysterious deck into his disk.

Nightshroud didn't say anything as he slotted his deck into his disk as well.

Nightshroud: 4000/Optimus (Jaden): 4000

Both of the duelists drew their five cards and looked them over. Nightshroud smirked as he looked at his hand.

"I'll start first! I draw!" Nightshroud said as he drew a card.

The rider of darkness looked at the card he had drawn and added it to his hand. He grabbed another card and placed it on his MZ.

"I summon the Troop Dragon in Defense mode!"

(Troop Dragon-LV3, Attribute/Wind, ATK/700, DEF/800, Type/Dragon/Effect. If this card is destroyed and sent to the Graveyard as a result of battle, select and Special Summon 1 "Troop Dragon" from your Deck to your side of the field. Then shuffle your Deck.)

A lightly armored dragon wielding a sword appeared on the field before kneeling down. Nightshroud smirked as he grabbed another card and slid it into his spell/trap card zone.

"I place one card facedown and end my turn."

"Then it's my turn." Optimus said as he drew a card.

The young leader looked at the card and placed it onto his Spell/trap card zone.

"I play the Autobot Medium Soldier in attack mode!"

(Autobot Medium Soldier-LV/4, Attribute/Light, ATK/1500, DEF/1000, Type/Machine. One of the most common of soldier in the Autobot army. This unit is used primarily in raids and counter-attacks.)

A red card roared onto the field and transformed into a robot that had a visor. A type of machine gun replaced the arm and pointed it at the single dragon on the field.

"Alright, now I attack your troop dragon with my Medium Soldier! Go!"

The soldier nodded before aiming its machine gun at the troop dragon and opened fire. The bullets ripped through the monster causing it to roar in protest as it blew up.

Nightshroud chuckled as his graveyard glowed.

"Thanks for that…because now I can summon another troop dragon via its effect from the grave." Nightshroud explained as another dragon in light armor and a big sword appeared.

"That's a real trooper." Optimus said with a scowl.

"You've got that right! I take it you end?"

"Not until I place this card facedown." Optimus said as he slid a card into his spell/trap card zone. "Now I end."

"Good!" Nightshroud said as he drew.

The shadow rider looked at the card he had drawn before declaring his next move.

"I activate the trap card, Call of the Haunted! Now thanks to this card, I can resurrect one monster that sleeps in my grave…and there is one! My troop dragon!"

The armored dragon returned to the field brandishing its sword with a low roar. Optimus frowned; he did not like the forming pit in his stomach. Nightshroud laughed wickedly before holding the card of his high into the air.

"I now give up my two monsters…in order to play the ever so fearsome Red Eyes Black Dragon!"

The two monsters were absorbed by the lava below before a large lava flare in the shape of a dragon flew out and around the area. Syrus and Chumley screamed in terror as the dragon flew straight at them before veering off.

Chumley sighed in relief before standing up.

"It's okay, Sy. It's still in one piece." Chumley said as he knocked his fist against the orb's wall.

The panic set in though once Chumley's hand went right through the dome's wall. Chumley nearly fell out of the dome had it not been for the timely intervention of Syrus.

After Chumley managed to get his heart rate down, he and Syrus yelled up at the Autobot gang leader.

"Optimus! This thing is breaking apart!" Syrus shouted in a panic.

Optimus looked down and frowned.

"Just…hold on!" Optimus said as he returned his attention toward Nightshroud.

The fire-like dragon roared as the fire dropped away to reveal a black dragon with two red eyes. Optimus scowled as he looked at the new monster.

Nightshroud began to laugh his head off.

"With this new monster, I can't be beat! Red Eyes Black Dragon, attack with Inferno Fire Blast!"

The dragon roared as a ball of red fire unleashed itself toward the single monster Optimus had. But just before the blast hit, Optimus activated a trap.

"I use the trap card, Autobot Reserves!"

(Autobot Reserves-Type/Trap/Continuous. When a machine type monster on your side of the field is destroyed as a result of battle or by a card effect, special summon 1 level 4 or lower machine type monster from your deck.)

The blast struck the Autobot machine and caused it to melt into scrap. Optimus hissed in pain as his life counter dropped.

Nightshroud: 4000/Optimus (Jaden): 3100

"That…that hurt." Optimus wheezed out as he struggled to stand up.

"That's because this is a shadow game! The damage will always hurt!" Nightshroud gloated.

"Yeah…but too bad for you, my field isn't as barren as you thought. I summon another Autobot Medium Soldier straight from my deck via my Autobot Reserves!"

True enough, another solder took the place of the fallen one. Nightshroud scowled as he looked over his hand.

"I end." He said scowling even further.

"I draw then!" Optimus shouted as he drew.

When Optimus looked at the card, he smiled knowing that it would come in handy later on in the duel.

"Alright, I set one card in facedown defense mode and then switch my Soldier into defense as well. That's all I can do…for now."

"That was a waste of time. Not a lot of it left either for Syrus and Chumley I might add." Nightshroud said as he drew a card.

When the shadow rider saw it, he instantly smiled darkly.

"If you think I'll attack and let you use that trap card…forget it! I use the spell card named after Red Eyes' attack! Go, Inferno Fire Blast!"

(Inferno Fire Blast-Type/Spell/Normal. Inflict damage to your opponent equal to the original ATK of 1 face-up "Red-Eyes B. Dragon" you control. "Red-Eyes B. Dragon" cannot attack the turn you activate this card.)

"What this card does is inflict direct damage to you equal to my Dragon's original attack! So, go! Inferno Fire Blast!"

The Black dragon roared as it let loose another orb of red fire that struck Optimus in the chest. The gang leader roared in agony as his life points dropped like a stone.

Nightshroud: 4000/Optimus (Jaden): 700

"Optimus!" Syrus, Elita and Chumley shouted as the boy fell down onto the ground in a lot of pain.

Nightshroud began to laugh at the fallen form of Optimus. But he was shocked as the gang leader got right back up aside from him wobbling a bit after getting upright.

"Neat card huh? It's as strong as my dragon's actual attack! Difference is that you take damage equal to my dragon's full attack. But I'm not done yet. I summon Attachment dragon in attack mode!"

(Attachment Dragon-LV/1, Attribute/Wind, ATK/100, DEF/100, Type/Dragon/Effect. When this card is Summoned, equip this card as an Equip Card to a monster your opponent controls. Once per turn, you can change that monster's battle position.)

A tiny teal and purple dragon with sharp claws appeared next to the larger and more sinister dragon. It screeched before it vanished from sight.

"True to my dragon's name, it's not the attacking type but rather of the attaching type. And look, your Soldier has made a new friend!"

"What!" Optimus asked before hearing the scream of the dragon returned above the teen.

The dragon swooped down and grabbed the machine in its claws. It struggled to bring it into the air before clinging to it. Optimus scowled and thanked Pegasus for making the card Inferno Fire blast to have a downside.

"Due to me using my spell card, I can't attack. So I shall end my turn."

"Then its my draw!" Optimus said as he started his draw.

And I better hope it's a good one! The gang leader thought as he stared down the Red Eyes Black dragon. Or else Syrus and Chumley…are going to have one real nasty tan.

Well, there you go! Find out what happens to Jaden next in Declaration of War, Pt. 2! Please read and Review!