Hey GX fans! Good news! I'm officially done with my finals so I'll have more time to work on this story. Oh and I want to thank you all for your patenice…my muse has been acting up as of late and I had to write down a chapter for a future project of mine that deals with this and another story. Anywho, onto the disclaimer!

Disclaimer: I don't own GX or transformers in any way shape or form.

Claimer: I own the plot and card ideas.

Credit to Peach Wookie for making the first GX-TF crossover.

Last time on Transformers GX:

"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." Sheppard said after Megatron's description of the world's end.

"Wicked Ones?" Chazz asked.

"The Shadow Riders."

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

"I'm Optimus Prime…so you're a shadow rider. Not much to look at." Optimus quipped.

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"Go Red Eyes! Attack that soldier with Inferno Fire Blast!" Nightshroud shouted to his dragon.

Optimus screamed in pain as his life points fell.

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"It's my move!" 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.

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Now for Declaration of War pt 2.

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Optimus looked at the card he had drawn and smiled. Nightshroud looked at the gang leader confused at the teen's actions.

"What did you draw?" Nightshroud asked.

"Nothing that won't turn this duel around!" Optimus said with a smirk. "I sacrifice my Medium Soldier to summon one of the few flying Autobots…I summon…Jetfire in attack mode! And attachment dragon? Attach yourself to his grave!"

(Jetfire-LV/5, Attribute/Wind, ATK/2100, DEF/1500, Type/Machine/Effect. As long as this card remains in play, reduce the ATK of 1 monster on the field by 300 points per Standby Phase. Once Per turn, you can special summon 1 Machine-Type monster from your deck. (This effect is not applied during the turn Jetfire was Summoned.)

A red and gray jet roared out onto the field and flew around the energy disk. Nightshroud scowled at the new monster regarding it as nothing more than an annoying gnat. The jet changed into its robot form and hovered next to the gang leader. Optimus smirked as he flipped over the one facedown card he had.

"I flip summon the machine that's going to deal you a lot of pain, Nightshroud. I play the Autobot Cloaker in attack mode!"

(Autobot Cloaker-LV/3, Attribute/Light, ATK/1300, DEF/1100, Type/Machine/Effect. This card can attack the opponent directly. It cannot be the target of an attack declared by a Non-Machine-type monster.)

A robot that was a little skinnier then Jetfire landed onto the field next to said Autobot. On its left hand was a weapon called a Plasma cannon. It looked at Nightshroud before it vanished completely making everyone gasp (Well, Nightshroud tensed up) before they all sighed in relief as the monster reappeared.

"Now with this in play, you're through Nightshroud. I attack you directly with my cloaker! Go Plasma charge!"

The tiny Autobot nodded before it vanished once more. Nightshroud looked around frantically trying to find the tiny machine.

"Where is it?" Nightshroud demanded.

"It's right behind you." Optimus said calmly.

"What?" Nightshroud said as he looked behind him.

Sure enough, the cloaker was right behind the Shadow rider and it held a fully charge plasma bolt.

The machine let its charged blast loose and struck the Rider in the back. The explosion was enough to rattle everyone's teeth. As the smoke cleared away, they all were met with the sight of Nightshroud still standing seemingly unaffected by the attack.

Nightshroud: 2700/Optimus (Jaden): 700

"I'll play the spell card, Cyber Illusions. What this card does is allow me to draw till I have five cards in my hand during your turn. Course…I take a thousand points of damage for each one I draw during my Standby Phase." Optimus explained before he grabbed his remaining cards. "I'll set three cards facedown and end."

Nightshroud smirked as he drew the card and he looked at it.

"Well, since it's my turn, you get your five cards." Nightshroud said with a smirk.

"And thanks to Jetfire's effect, your Dragon loses 300 attack points."

True enough, Jetfire launched several homing missiles at the dragon. The missiles impacted on the dragon making it roar weakly. Nightshroud scowled but then just smiled.

"No matter. Just remember that you take five thousand points of damage during your next turn."

"Actually, Nightshroud…that's not going to happen."

"What?" the shadow rider asked now confused.

"I play the spell card, Emergency Provisions! Now by sending a spell or trap card to the grave, I gain a thousand life points! So good-bye Cyber Illusions!"

Nightshroud: 2700/Optimus (Jaden): 1700

"Now his spell card's effect is no longer active. Nice play, Prime." Elita said with a small smile.

"It doesn't matter! You'll still lose that Cloaker of yours! Go Inferno Fire blast!"Nightshroud snapped.

The mighty dragon roared before launching its famous attack at the Autobot sniper. But imagine the shock that Nightshroud and the others got with Jetfire FLEW into the attack protecting the Cloaker from harm. But the shock didn't wear off when Jetfire emerged from the attack burning but in his jet form and guns ablaze with firepower.

The Autobot did a Kamikaze attack on the dragon who roared in protest before the two fell through the disk and crashed into the molten rock below.

Nightshroud was the one to get his wits back.

"What…what happened?" The shadow rider asked.

"Simple. My cloaker couldn't be the target of your attack via his own effect. Jetfire stepped in and gave his spark to protect my other monster from harm. And now your field is completely barren. Plus my trap card activates, allowing me to summon another Medium Soldier."

"Not bad. But my field won't be empty for too long…victory is all but an illusion to you…but my mirage Dragon isn't an illusion!" Nightshroud roared as he played another card.

(Mirage Dragon-LV/4, Attribute/Light, ATK/1600, DEF/600, Type/Dragon/Effect. Your opponent cannot activate traps during the Battle Phase.)

A golden dragon appeared next to the shadow rider and roared. Nightshroud smirked at Optimus.

"I think that'll do…for now."

"Alright then…my move." Optimus said as he looked at his deck and then back at the orb.

And I better make it count if I'm to save those guys. Optimus thought as he drew.

The gang leader looked at the card he had drawn and instantly smiled and thanked the higher-ups from giving him the card.

"I play The Autobot scout, Bumblebee in attack mode!"

(Bumblebee-LV/3, Attribute/Light, ATK/1200, DEF/900, Type/Machine/Effect. When this card attacks, your opponent must reveal 1 card in their hand. This card gains the following effect depending on what is shown:

Monster: This card gains 100 ATK points times the level of the revealed monster.

Spell: This card can attack the opponent directly.

Trap: End the battle phase)

A futuristic version of a Love bug raced out onto the field before it transformed into its robot form. Its blue optics glowed as his arm became an assault rifle. It looked at Nightshroud and his monster before smirking.

Optimus smirked too and pointed at Nightshroud and his monster.

"I'll attack you directly with my Cloaker! Go, Plasma Burst!"

The Autobot Saboteur vanished from sight making Nightshroud go on edge. He looked around to try and find the tall tale sign of the plasma orb but the cloaker was smart and had leapt ABOVE Nightshroud.

So when the attack came from above, Nightshroud roared in agony as his life counter dropped.

Nightshroud: 1400/Optimus (Jaden): 1700

"There's that cringe…now I'll have Bumblebee attack your Mirage Dragon!"

"What?" Elita, Syrus and Chumley shouted in shock.

"But why? My dragon is stronger!" Nightshroud snarled.

"Because Bumblebee has an effect that activates when he attacks. Reveal one card in your hand. And depending on what the card is, Monster, spell or Trap, determines his effect." Optimus said coldly.

Nightshroud chose a card and showed it to Optimus; it was a monster, an Armed Dragon LV 3. Optimus smirked as his monster power matched the Mirage Dragon's and the two clashed before blowing up.

"Another Tie! Just what are you planning!" Nightshroud roared.

"Simple. My trap card effect. I play my final Autobot Medium soldier in defense mode and I'll attack with my second soldier! Go, Assault barrage!

The Autobot soldier changed its arm to a rifle and opened fire on the defenseless Shadow rider…or at least, they thought he was defenseless.

"I'll activate my Zero Dragon's effect. Once per duel, I can send this card from my deck to the grave to negate battle damage." Nightshroud explained as he took a card and sent it to his grave.

(Zero Dragon-LV/1, Attribute/Earth, ATK/0, DEF/0, Type/Dragon/Effect. Once per duel, you can send this card to the graveyard to reduce all battle damage to zero. This effect can only activate during your opponent's battle phase and when he/she attacks you directly.)

Optimus scowled and looked over his hand. He grabbed another card and placed it in his spell/trap card zone.

"I'll set down one facedown and end at that."

"My move then." Nightshroud snarled as he drew a card.

The shadow rider looked at it before he began to laugh manically. Optimus got a sinking feeling in his stomach and he knew what was coming wasn't going to be good for him.

"I have drawn the card needed to defeat you Key keeper. I play Red Eyes Black Chick in attack mode!"

(Red Eyes B. Chick-LV/1, Attribute/Dark, ATK/800, DEF/500, Type/Dragon/Effect. By sending this face-up card from the field to the Graveyard, Special Summon 1 "Red-Eyes B. Dragon" from your hand.)

A tiny red egg appeared on the field before it hatched to show a mini-version of the fearsome Red eyes. Optimus gulped knowing of the card's effect and what was going to happen next.

"I now tribute my chick to reveal his father…the fearsome Red Eyes Black Dragon!"

The tiny dragon glowed a bright light as it shattered into several light particles and reformed itself into the fearsome dragon. It roared as it landed next to Nightshroud who smirked.

"I now release my Dragon to summon a much more terrifying form of this beast. I now play…Red Eyes Darkness Dragon!"

"Oh shit!" Optimus said in shock as he heard rumors of the card but didn't think too much of them.

But the rumors proved true as the dragon vanished only to be replaced with a metallic looking form with several jewels shining as it descended.

(Red Eyes Darkness Dragon-LV/9, Attribute/Dark, ATK/2400, DEF/2000, Type/Dragon/Effect. This card cannot be Normal Summoned or Set. This card cannot be Special Summoned except by Tributing 1 "Red-Eyes B. Dragon" on your side of the field. Increase the ATK of this card by 300 points for each Dragon-Type monster in your Graveyard.)

"Thanks to you key keeper, my dragon is the mightiest monster in play. I have two troop dragons, two red eyes, Mirage, Chick and Zero. So I have seven dragon's lurking in my grave. My dragon gains twenty-one hundred attack points!"

The lava below sprang up and became fiery forms of the dragons in the graveyard. The forms swirled around the arena and became absorbed by the Darkness Dragon who roared with power.

Red Eyes Darkness Dragon-ATK/4500

"Oh that's not good." Optimus muttered as he stared at the powered up dragon.

"Next I play the spell card, Fissure and destroy the weakest monster you have…your Cloaker!" Nightshroud said as the disk opened and the Cloaker fell into the lava below.

Optimus growled but held his ground knowing what was coming.

"Now I'll play a rare card, Dragon Meteor Storm!"

(Dragon Meteor Storm-Type/Spell/Normal. This card can only be played if a Dragon-Type monster is on your side of the field. When a Dragon-type monster destroys a monster as a result of battle, inflict damage equal to the original attack of the destroyed monster.)

"I now attack your Medium soldier that is in attack mode! Go, Dark Flare Burst!" Nightshroud shouted to his dragon.

The dragon roared before letting loose a stream of fire toward the defenseless Autobot…or thought to be defenseless.

"I activate the effect of my Autobot Medic Ratchet! By sending him from my hand to the grave, all battle damage to me becomes zero."

(Ratchet-LV/5, Attribute/Earth, ATK/1900, DEF/2300, Type/Machine/Effect. You can discard this card from your hand to reduce all battle damage to zero. This effect is only applied during your opponent's battle phase.)

"Not bad. But you still take damage due to my Dragon Meteor storm spell. It causes you to lose life points equal to the original attack of the destroyed monster." Nightshroud said as the fire consumed the soldier.

"Oh shit!" Optimus hissed before several meteors struck him.

The scream of pain echoed throughout the volcano making Elita to shudder as she watched the duel continue.

Nightshroud: 1400/Optimus (Jaden): 200

Optimus panted weakly as the smoke trailed off of his body. He groaned as he fell forward onto the disk and didn't get back up.

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Slifer Red Dorm-Chazz's room

Chazz was laying down in his bed trying to wrap his mind over what happened in the office when he spotted the tiny creature that plagued him.

Ojama yellow began to shake his tiny body to an invisible beat which pissed Chazz off.

"HEY! Get that disgusting dance out of my face!" Chazz snapped at his spirit.

"Hehehe, sorry boss but I'm just trying to keep in rhythm with that spirit key!" The tiny spirit replied.

That statement made Chazz get up in a hurry.

"Now that you mention it…this key is vibrating. But why?" Chazz said confused as he looked at his key.

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Ra Yellow Dorm-Bastion's room

Bastion was at his terminal working out a few deck equations when he gasped. He looked down at his chest and felt the key around his neck vibrating.

"What's going on?" Bastion asked shocked at the turn of events.

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Lighthouse

Zane stared coldly at the water; he had arrived at the lighthouse to talk to Elita about something but the girl hadn't shown up.

He did wonder where his surrogate sister was when he felt it;

His key was vibrating indicating danger.

"The first duel…and it's got to be either Alexis or Optimus." Zane said as he looked at the volcano.

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Forest

Megatron leaned against the tree's trunk looking at the stars above and silently wondering 'what if' scenarios about his past when he scowled.

He felt a tug at his heart (GASP! Megatron has a heart!) and the vibration of his spirit key.

The gang leader looked toward the volcano where a lot of smoke was coming out.

"Prime…" The boy whispered before he sped off through the trees.

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Volcano

Elita knelt next to Optimus with a worried gaze in her eye. After seeing the bruises and the cuts on his body she got a fire burning in her eyes.

"Enough! This duel is over!" Elita cried at Nightshroud.

Nightshroud appeared to glare at her before he replied.

"Says who?" The shadow rider asked.

"Says me and this!" Elita snarled as she brought up her own key. "I too have a spirit key. Let my boyfriend and his friends go and you and I will duel for the key as well as my own soul."

Nightshroud didn't reply; he was busy looking at her face.

I…know her…from somewhere. Nightshroud thought as he zoned back in to hear Elita.

"You can't lose…so just let them go and deal with me!" The female Autobot member said.

Whatever answer Nightshroud had died when a third and familiar voice spoke up.

"N-no! I'm not down and out just yet!" Came Optimus's strained voice.

Elita and Nightshroud gasped along with Syrus and Chumley as Optimus stood up albeit on shaky legs. Elita could only stare in shock as he glared down at Nightshroud; she gasped as the right eye began to transform to an evil red color similar to Megatron's while the left remained the same.

"I'm just about to win this Elita…because Night over there forgot about my trap card…Autobot Reserves. Now I summon out, Arialbot Drone in attack mode!"

(Arialbot Drone-LV/4, Attribute/Wind, ATK/1600, DEF/1800, Type/Machine. A drone under the command of Jetfire and his Arialbots. The drone is used for high-altitude bombing runs on key Decepticon bases.)

A red jet roared out from the card and joined the Soldier that was still in defense mode. When it transformed it hovered with its feet and had photon gun on its left arm. Its face was similar to the Autobot cloaker with a helmet over the head.

"Pft, these machines keep coming back for more. No matter, I'll play Spear Dragon in attack mode and end my turn."

"My go then!" Optimus said as he drew his card.

The gang leader looked at it and smiled a big smile when he saw what he had drawn. Nightshroud saw the smile and felt a cold numbness in his stomach.

"Alright, you ready for this? I give up both my Soldier and Aerial Drone in order to summon the leader of the Autobots before Optimus…I play…Zeta Prime in attack mode!"

(Zeta Prime-LV/7, Attribute/Light, ATK/2800, DEF/2000, Type/Machine/Effect. When this card attacks, you can add "Optimus Prime" or "Omega Locator" from your deck to your hand. If "Omega Locator" is in play and this card is destroyed as a result of battle, reduce the attack of 1 monster on your opponent's side of the field by this card's original attack points.)

As the two monsters vanished into streaks of light, a gold-faced blue plated monster with several streaks of red circuits appeared on the field next to Optimus.

"Let it be known that this threat shall be dealt with accordingly with the way the Decepticon threat is being dealt with…Destroy them with no mercy!" Zeta Prime said in an arrogant but wisdom filled voice.

"Next up I play the field spell card, Iacon Vault!"

(Iacon Vault-Type/Spell/Field. This card can only be played when "Zeta Prime" is in play. Once per turn, you can reduce the ATK of Zeta Prime by 500 to destroy 1 monster on the field. By sending 1 card from the top of your deck to the grave you can special summon "Energon Clone Tokens" (LV/7, Attribute/Light, ATK/?, DEF/?) The Tokens ATK and DEF is equal to "Zeta Prime's" Attack and defense points.)

A large room surrounded the two duelists and Zeta was placed into the center of it where a large dome shield covered him and a large Holographic version of him appeared from the top. Optimus smirked at Nightshroud when the field was finished assembling.

"Now with this in play, you'll witness total defeat. I reduce my Prime's attack by five hundred." Optimus said but was interrupted by Nightshroud.

Zeta Prime-ATK/2300

"Why on earth would you make your monster even weaker? It doesn't make sense!" Nightshroud roared.

"Simple. That's to the field spell I have, it destroys a monster of my choosing…and it'll be that Darkness Dragon of yours."

"What? NO!" Nightshroud screamed in terror.

The ground underneath the dragon began to glow with orange writing of various Autobot Symbols. Everyone was shocked as the ceiling came down on top of the dragon who roared in protest as he was smashed.

Nightshroud growled as the dust sprang up around him and he glared at Optimus once the dust died down.

"You'll pay for that!"

"We'll see about that…I then use the secondary effect of my Field. By sending the top card from my deck to the graveyard, I can summon an Energon Clone Token to the field and this token has the same attack and defense as my original Zeta."

The large hologram threw its arms and hands forward. Lightning crackled from the hologram and brought a clone made entirely of Energon.

Energon Clone-ATK/2300, DEF/2000

"Like I said, Nightshroud…this duel is finished. Energon Clone! Attack Spear Dragon with Energon Lance Strike!"

The clone raced forward before it leapt into the air and brought its lance down onto the dragon's head. The dragon blew up leaving Nightshroud open.

Nightshroud: 1000/Optimus (Jaden): 200

"Now here comes the finale! Zeta Prime! Attack Nightshroud directly with Overdrive Barrage!"

The second leader of the Autobots rushed forward from his dome of protection and smashed his fists into the defenseless Shadow rider.

Nightshroud screamed in agony as the punches hit their mark and he lost the remainder of his life points.

Nightshroud: 0/Optimus (Jaden): 200

Nightshroud continued to scream as the fire from the lava surrounded him.

Optimus fell to his knees as he watched Syrus and Chumley glow brightly for a second before the lava covered them. He smiled as he fell before he embraced soothing darkness.

Elita raced toward her boyfriend scared.

"JADEN!" she cried before a ring of fire surrounded her and Optimus.

She let out a scream as a bright light consumed her vision.

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Side of the Volcano

Syrus and Chumley awoke on the side of the volcano and looked around shocked.

"We…we're alive!" Chumley said shocked.

"Prime did it! He really did it!" Syrus exclaimed happily.

"PRIME!" A cold voice shouted from over the cliff.

Syrus and Chumley looked over to see Bastion, Chazz, Zane and Megatron running toward their position.

"Guys! What happened!" Bastion shouted as he slowed down along with the two others.

Megatron raced ahead to where he had spotted Optimus and Elita with the former looking over the fallen Nightshroud.

"A shadow rider named Nightshroud challenged Optimus to a duel. It was a lisuous battle; there was lava and some talk of French fries." Chumley said as he recalled the side conversation he had with Syrus.

"But did Prime win?" Chazz snapped.

"Yeah…but something happened to him." Syrus said.

"Prime will be alright…he's just tired…not that I can blame my brother…that duel must've been a doozy. I can't wait till the next one comes so that I, Megatron, may have my chance." Megatron said after he finished checking over Prime and stood up.

He watched as Zane pull away from the group and head to where Elita was; the gang leader followed too as well to see what this shadow rider was.

When he arrived her heard Elita speak to Zane.

"It's him Zane! It's really him! I thought he was gone forever but he's back! He's really back!" Elita said sobbing.

"Who's back Alexis?" Zane asked.

"Dolt…its Atticus, her once missing brother!" Megatron said with shock as he remembered the face of the picture Prime had given to her.

Zane gasped as Elita held onto the comatose form of her brother as the sun rose in the air.

"It wasn't him before…but when Prime won, whatever Darkness was holding him…it just…dissipated." Elita said while smiling through her tears.

"By the allspark…if this is what happens if you WIN…just imagine what'll happen should you LOSE…" Megatron said before he looked at the rising sun.

"The sun may be rising now…but darkness will return…and with it, another shadow rider will be amongst its ranks. So we must be ready for it!" Megatron said before he took his prone brother and began to walk back to the school for medical treatment.

Yes, the battle may have been over…but the true war was about to begin.

Well, there you go! The first shadow rider is down and the next one is coming plus its Megatron's time to shine in the spotlight! Stay tuned for Field of Nightmares pt 1!

Please R&R!