A/N: Here we go! Another Transformers Prime lemon fanction and this time it's a threesome between Optimus, June and Elita One. Also, if in this story or any future ones you see a sentence not ending in a quotation mark and the next one beginning with one that isn't a grammar error it is simply a way of extending a description or conversation that is much longer than normal.

As always, if you don't like it then don't read it or flame it in the reviews.

Alita is June Darby's Autobot name.

I only own the plot and my OC's.

Enjoy.

"All right. We've been polite long enough. WHO IS HE?" June Darby, aka Alita, stared up from the stack of battered and grubby old medical journals she had been organizing into a paper shopping bag. Across the cluttered table in the center of the hospital break room three of her fellow nurses stared over at her. "Who is who?" she asked in confusion. The redheaded ward nurse sitting across from her on her left smirked, straightening her teal scrubs with her free hand.

The younger two, one a golden haired blonde and the other a chestnut brunette, giggled. "Please June. HIM." Alita merely arched an eyebrow and tried to process what was coming out of the older woman's mouth. Her mind had been more focused on the occupants of the Autobot base, trying to decide which of the medical journals Ratchet would be most interested in. While he wanted to learn everything he could eventually, his regular duties kept him far too busy to absorb the majority of what she could provide.

Right now he was focusing on pediatrics, determined to never be helpless in the face of one of the children being injured again. Alita reached up from last August's Pediatrics and Adolescent Medicine and tightened her ponytail, something she did whenever she felt a bit nervous. "Ladies, I can honestly say I have no idea what you're talking about," she replied ruefully. It was obvious they were hinting around for a romance. June couldn't help but mentally smile at the idea.

Especially with her life being how it was right now. But the ward nurse was not going to be deterred by what she saw as a semi-deliberate denial. "Oh, June. Please." The woman shook her head slowly from side to side. "For the past few weeks- No. Months, you have been turning down over time at every turn. That is not like you. At the end of every shift you rush out of here," she said.

"You haven't stopped to have coffee with the girls after work in weeks. Now, what could be distracting such a dedicated nurse? Hmmmmm?" She said, arching her eyebrows up and down suggestively at the raven haired woman. Alita smiled, trying to hold back the laughter that was building up in her gut. "I have a sixteen year old son who has a motorcycle and a girlfriend." She once again formed a mental smile as she thought of how Bluefire and Arcee got along so well.

Well, them and Airachnid, even though she was a former Decepticon. "That is the "he" who has been needing me and my time." The ward nurse let out a guffaw. "No teenage hooligan ever made his mother smile the way you do when you walk out of here at the end of your shift." The other two nurses nodded in support. "Besides June you forget one thing. We know Jack. Melany here sees him every day when she picks up her girl from school. There is no way that boy scout poster boy is giving you that much trouble."

Melany Reid threw one long blonde braid over her shoulder and stared directly into her co-worker's blue-grey eyes. "We've been friends for a long time. Yesterday you waltzed out of here humming a country song so loud they heard it on the next floor," she said. "You haven't done that since he left. Now SPILL," added the other nurse. Alita stared at the three of them in bemusement. They were all competent nurses, experienced and well versed in that most important duty of reading people.

But, she also knew there was no way she could deny that there was something special going on in her life, and a flat out refusal to talk about it would strain their working relationship. It was then that a conversation she'd had with Special Agent Fowler came back to her. "The best cover story is always the truth Mrs. Darby. It's easy to remember and if you give people just enough they'll usually jump to their own conclusions, wrong ones."

June pretended to sigh, as if in defeat, and began putting more journals into the bag. "Alright, fine. You win. There is someone new in my life..." The younger two of her interrogators squealed in delight and the ward nurse harrumphed triumphantly. "...Who I will tell you all about when I choose to," Alita said firmly, before indicating the break room clock. There was a chorus of disappointed murmurs and it took a great effort on her part not to openly smile at their reaction.

"Come on, June. Can't you at least give us a hint?" Lillian Beach, the chestnut brunette asked, with a pleading look in her eyes. Alita deliberately adopted a thinking posture, bringing her forefinger to her lips and let out a small, playful hum. It didn't take long to come to a decision. "Alright. I'll tell you more after the shift is over." "Coffee in the canteen later?" Zoe Roberts, the ward nurse, offered.

"Sounds good," the Darby matriarch replied. Better to avoid taking them to her house, especially when it ran the risk of trapping Arcee there for hours. Not that the female Autobot minded of course due to her relationship with Bluefire, but she did have duties to fulfill. Though that was a bit lacking in its conviction, what with Pinpoint and his teammates now helping out with scouting for energon and patrols, it was for the best.

With the conversation at an end, the four nurses dispersed back to their stations. Several hours later June walked over to the table where Zoe and her young compatriots were sitting. She wasn't too worried what about Jack was up too because she had come around to accepting that he could look after himself There were distinct benefits to befriending a close knit unit of living alien machines.

Alongside the trio from earlier, five other nurses sat chatting around the table. They all hushed as June sat down and accepted the coffee someone pressed into her hand. Zoe was a firm believer that any good conversation required the best sustenance possible. Alita let out a warm sigh as she relaxed amongst her peers. Their eager faces stared at her expectantly from all sides. Inwardly, she was actually going to enjoy this.

Finally Melany could no longer stand it. "Well?" she demanded, leaning forward eagerly. June smiled. "Are you all so seriously interested in my personal life?" "YES!" came the collective response from the quintet. "All right." Alita took a preparatory sip of coffee, it was the good stuff, and weighed her words carefully. "We met about a month or so ago. Jack actually introduced us." "Wow June, your son is a great kid." "Yes he is," Alita glowed happily at the compliment.

"Anyway you all know how before that happened he acquired a motorcycle. Well the, ah, guy in my life is an old friend of the mechanic he takes it to." "Details! Details!" Demanded another of her co-workers. "Let's see," June said to herself, choosing her thoughts. "He's a wonderful and courageous leader. He isn't really a party person and has a quiet personality. He is also very strong, physically and emotionally and is a caring, sweet, selfless and compassionate person."

Her friends all now leaned eagerly forward. She really didn't mind what appeared to be complete and utter nosiness on their part. In a little community like the one in the town of Jasper these friendships and gatherings were important. If her love life, or rather somewhat lack thereof, was the featured amusement of the night it was only because these women truly cared about her. "He's a veteran," Alita continued.

"I'm not quite sure which conflict he served in, and he also works as an independent trucker." There was an applicative mummer. A man in uniform and a ten-coder? Quite a catch. "But what's he look like?" Alita had put some careful thought into that question knowing it would eventually come up. "He has black hair like me and Jack," she said. "Red and dark blue, tall, strong, wide shoulders, and not an ounce of fat on him anywhere."

Quite literally, she thought with a smile as she watched her co-workers' reactions. "Like I said he's very tough but he has a soft side as well. He truly loves children." June thought back to Optimus's offer to bring Raf a snowball from the Arctic. "He likes to read about history. We have the most wonderful conversations. He is so dedicated to his team, it is a truly mind opening experience. Out of this world really." "Where did he train for the military?"

"I can't remember exactly," Alita admitted, "but not in any nearby states at least." "Is he rich?" demanded the youngest nurse eagerly. June let out a snort. "Not at all. His resources are stretched very thin in fact, and he has his team to take care of." She smiled down into her nearly empty cup. "Despite his situation he is the most generous spar- soul I know. He would give every drop of his blood to another if he thought it would help them."

"She's got it Baaaad!" one nurse said loudly to another, setting off a chorus of chuckles. "Recently his oldest friend has developed an interest in pediatrics. I'm sharing my online medical subscriptions with him right now, until he can get his own, and I've been giving him hard copies to go through," Alita continued. "Ah, so that's where all the back issues have been going," declared Melany, only to be shushed by the rest of the table.

"Does he want kids?" inquired the burn ward nurse. "Well we've never talked about it, but I doubt he plans on having any of his own at this point." At that reply, June was having trouble fighting back a wave of laughter. This was getting fun, but she glanced at her watch. She really should be getting to the Autobot base. It was time to let the other shoe drop and wrap this up. She just needed someone to ask the right question.

As if reading her mind, Lillian piped up. "Which conflicts did he serve in?" Alita smiled sweetly. Those who knew her best (Jack and Smokescreen in particular) usually backed off and sought cover when that happened. "Oh he doesn't really like to talk about his war days." Like that whole incident with the virus, she thought with a shiver. Moreover, deep inside, she couldn't help but feel a sting in her heart as she realised that what she was saying was simply all in her imagination.

June could easily remember her reaction at meeting the Autobots shortly after being kidnapped by the terrorist organisation M.E.C.H and Airachnid in order for the former to get their hands on Arcee and the latter to get revenge on her son for trying to blow her up. It had mainly been one of absolute shock mixed in with awe, especially when she had set eyes on Optimus Prime himself and how tall he was. She'd had to mentally scold herself for acting like a giddy school girl upon hearing his deep baritone voice.

Not to mention his brilliant blue optics that you get lost in and seemed to be filled with courage and kindness but also a deep sorrow. Her next visit to the base a few days ago hadn't gone well, mainly because of her view of Jack and Arcee's partnership. Furthermore, her joke about wearing "heels and everything" didn't go down well in the room either, Ratchet in particular, speaking his mind afterwards while everyone else was busy.

Even though she had apologized to Arcee about what she had said, embarrassment still remained. "But I know he was serving active duty around the same time as the Gulf War and I think he was in his late thirties at that time so..." Alita deliberately trailed off recalling another piece of advice that Agent Fowler had given her during their conversations. "One true but misleading fact can make or break the entire story," Fowler had said.

There was a stunned silence as June smiled mischievously around the table. She could almost hear and see the gears grinding in their heads as they processed this information. The image of a uniformed, muscular, young, black headed lover was replaced by that of a grizzled old veteran with a beard and a beer belly. The silence was finally broken by a dramatic groan from Melany. "JUNE!" Mrs. Darby finally laughed as a storm of disgusted comments flew at her.

Zoe too was laughing hard, but managed to calm down enough to get out. "Leave her alone, girls. We brought this on ourselves. We should know by now to never force a Darby into a corner." You don't know how true that statement is, Alita thought. "So there is no one?" asked the youngest nurse in disappointment. June sighed and shook her head. "I have a loving son and good friendships here and with a doctor who is constantly expanding my horizons.

She stood and placed her coffee cup on the table. My life is full right now. But if you are asking if I've found someone for flowers, hearts, and long walks in the rain," the woman continued, "My life is far too busy right now for any sort of romantic entanglement." "Thanks for the fun time girls, but I have a son who'll think I've been kidnapped by aliens if I don't get home soon. See you at work tomorrow." Each of her friends stood and hugged her goodbye.

At the door Zoe stopped her and placed a hand on her shoulder. "June, you know I admire your dedication to raising Jack, and your work here. But you need to take some personal time too, and not just your monthly visit to the spa on your days off." The two nurses stared at each other. "You're a beautiful woman and full of life. Any guy I know would jump at the chance to get to know you better. You can't let life pass you by." Naturally, Alita felt protests rise up inside of her, but what could she say?

"Any guy I date might end up torn apart by a giant mechanical psychopath." Or better yet, "I'd have to take him home to get the approval of my son's motorcycle. Who, by the way, is a sentient robot from the planet Cybertron." Instead, June only smiled and replied, "You're right Zoe I'll keep that in mind." The trauma ward nurse stared after her friend as she climbed into her car and drove off. She didn't see the car turn, not towards the Darby's house but out into the Nevada desert.

The Autobot base of Outpost Omega One was relatively quiet with just Pinpoint manning the main computer terminal when the proximity alarm went off and the Seeker looked up from the console, briefly looking at where a small Asian girl was squirming impatiently in the human area. Alita's car rolled off the road and through the base doors. She parked in her usual spot and got out lugging a bulging paper bag.

Miko was down the ladder in a flash and yanking the bag out of June's arms. "Here lemme' help you with that Mrs. Darby," Miko said out frantically. "You must have had a long day. Jack's out with Arcee and Bee and Raf are racing by the overpass so I'm the only one here to help you!" The woman stared at the girl's pink and black head in surprise. Random acts of helpfulness weren't really her style.

But she hoisted the heavy bag up and scampered over to the storage area without a single word of complaint or backwards glance. "Alita. I trust your working day at the hospital was pleasant," Pinpoint said with a smile as he looked down at her. "It was." She returned his smile. "We chatted for a bit afterwards and had coffee." "What subject were you discussing?" he asked as he carefully shifted through the pile of magazines Miko had spread out on the table with one massive servo.

"Autism?" June laughed and shook her head. "Our personal lives." Pinpoint nodded in response. While the other members of Team Prime didn't think too much of human interactions, unless it regarded one of their own, they were a personal interest for Pinpoint. He glanced over to where Miko and Bulkhead were trying to sneak out of the base. "Miko. Unless I'm mistaken you're not quite finished with your exam yet."

"I feel fine now, and we gotta' go, host parents will worry, bye bye!" The girl called out before she practically dove into Bulkheads cab and the green Autobot heavy tore out of the base with a squeal of tires. Pinpoint rolled his optics and shook his head, but there was a sparkle of mischief in his optics. Alita's cell phone suddenly beeped out the tone for a text message. *Don't ever tell the flying Doc Bot you feel funny!* came in from Miko's phone.

June laughed softly to herself. "Well, at least Ratchet will be glad to have some peace," Pinpoint muttered. As he turned his head back to look at the form shifting human, he heard her mutter to herself. "A tall raven soldier with wide shoulders who loves children. I wonder if they come in human sizes?" "I beg your pardon?" the flier asked. "Nothing," the woman replied, shaking her head smiling before picking up the journals and beginning to sort through them.

"What did you think Ratchet would want to start with when he finds the time?" Alita asked. "He'll probably want to finish off reading the pediatric ones you gave him before going onto anything else," replied Pinpoint, returning to the screens. "After that... I can't give a fully accurate answer on what he will choose next, but it will probably be something similar." June nodded and began to organize the journals into stacks on the table before her.

A few minutes passed this way in silence when the Seeker spoke up again. "And how was your shift at the hospital today, if I may ask?" he said. "Oh just the usual," Alita replied, without looking up. "We are receiving fewer resources and a larger workload. Good job. Keep up the great work. Official nonsense of that sort." Pinpoint snorted. "So has anything interesting happened at the hospital recently?" he asked

"Not really. People come into the hospital injured or sick, and I help them as best I can." The nurse shrugged her shoulders. "It can be exciting at times. Boring at most. Most of the interesting stories have to be kept secret so as to respect the privacy of the patients," she said. "What about you? Anything interesting happening on your end?" "Nothing at present," the Autobot replied.

"The cons have been quiet for weeks. No new energon traces. The most exciting event was Bumblebee outrunning a law officer in California yesterday." "Well at least you know you have Fowler's daily explosion to look forward to," June pointed out helpfully. Pinpoint gave a chuckle at that before asking a question that the nurse had secretly been hoping that he wouldn't. "And what was the topic of discussion amongst you and your co-workers following the end of your duties?" he said.

"I know you said it was personal lives, and I apologise if I am overstepping boundaries here, but you didn't really specify what you meant." Alita went silent as she delved into serious thought, debating whether or not to tell him. While the Seeker was known for his discretion, the fact that he would know what was really going on inside her head, and more importantly her heart, was a tough decision. Several minutes passed before June finally sighed.

"No, I didn't," she said at length, deciding to come clean. "They wanted to know why I've been so... upbeat for the past few months." "Oh? And what is the reason may I ask?" The woman closed her eyes and looked down at her lap before sucking in air through her teeth before sighing. "Because... They think I have someone new in my life." It only took Pinpoint a few moments to realise what she was talking about. "I see," he replied, thoughtfully.

"Mrs Darby, I understand your reservations for keeping this close to the chest, if you will pardon the expression, but, you are aware that if you continue to withhold these feelings the situation will only get worse." She nodded. "I know," Alita replied. "But he already has Elita One and... I don't want to come between them. They've been together for centuries, I was with my husband for far less time. That's the kind of bond you can't come between."

Once again Pinpoint nodded in silent reply before looking down at the console in what was clearly deep thought. After a few minutes he lifted his head and spoke. "What you say is indeed true, June," the blue and gold Seeker said. "But I feel very compelled to add that I have seen what happens when this sort of situation is left to fester. And believe me, it does not always have the best end result. Besides," he added, "from what I understand your son is perfectly happy with two girls at his side."

"What Jack, Arcee and Airachnid have is completely different," Alita replied. "Is it?" asked Pinpoint. "They are both far older than your son and yet they get along very well. Even more so since..." He deliberately trailed off as a small smile formed on his face. "Since what?" June asked. The Seeker looked from left to right before replying. "Well, do you remember the evening when you came to the base after Bluefire had volunteered to help mend the piece of Ratchet's equipment that Bulkhead smashed?"

"Yes." "And when he and Arcee came back from finding that energon lake in the mountain cave in Washington?" "Well, did anything about them strike you in any particular way?" Alita frowned once again as she thought back to the two previous occasions. It didn't take long for her to realise what he was getting at. "They were both pretty happy. More than I've seen them in a long time," she said. "Indeed," concurred Pinpoint.

"And what do you propose was the reason for that state of elation?" Seeing that, once again, June was a bit stumped for an answer, the Seeker decided to enlighten her. "As you know Mrs Darby, I have many main roles in the Autobot Army, but I have always considered being a sniper and medic as two of the most important." The Darby matriarch let out an "Mmhm," nodding to show that she was following him or was so far.

"What those two rules have in common is the fact that they both require the ability to observe what is going on around you and note it down for later use." Again Alita nodded. "To get to the point of the matter, the three of them have, to the best of my observations, have experienced the wonderful euphoria that comes with making love." There was silence before he noticed the reaction, or rather, lack of reaction from the older Darby.

He turned his head to see that June had yet to say or do anything. She just sat there, stark still and blue eyes wide with a healthy coloring of red on her cheeks. "Uh, Alita?" Pinpoint said in an unsure voice. "Are you alright?" No response. Fearing that he had mentally broken her, he hesitantly reached out to gently prod her arm with a digit. It seemed to do the trick as the contact broke June out of her daze, her blue eyes gazing at Pinpoint's own amber yellow optics, still trying to process what she experienced.

She suddenly laughed. "Is something amusing?" he asked. "Sorry, Pinpoint, but I thought I just heard you say that my son had had sex with both of his girlfriends." "I did, Mrs Darby," the Seeker replied with full seriousness. The laughter abruptly stopped and there was silence until a small thud caught his attention and looked up in time to see that Alita had fainted to the floor. It was a few minutes before she finally regained consciousness and sat up, putting a hand to her head.

"...What just happened?" "Well, to sum things up, your son and his girlfriends got together on separate and took their relationship to its fullest physical extent, you fainted, and I am now standing here telling you all this and about to suggest opening up your feelings to Optimus." The silence fell again, which was proving to be a bit unsettling for him, due to Alita processing it all.

The Seeker had thought about this and the worst-case possibilities of what may happen, mainly that she would feel betrayed and hurt by what had been going on behind her back. How she would jump to conclusions and ground her son and not speak to the Autobots for a long time. How it may all lead to her breaking apart after what she went through to the point of severing her connection with them.

But something unexpected happened. "I just wished he'd told me first." June abruptly said, pouting a little. Pinpoint stared at her, almost not believing what he had seen and was looking at. "I beg your pardon?" he managed out with a chuckle. "What do you mean by first?" "Well, I have said that I do want grandchildren at some point in the future," she ventured. "But..." As she trailed off Pinpoint held up a servo, a look of understanding appearing on his faceplate.

"I know exactly what it is you're going to say Mrs Darby and no. There is no need to worry about either Arcee or Airachnid becoming pregnant, at least not until this war comes to an end." Now June was curious as to what he meant. "How so?" she asked. "Well, in their genetic makeup, or CNA if you will, all femmes have a line of coding that works in much the same way as birth control pills do for humans, only it is a lot more effective. In short, a female Cybertronian cannot get pregnant unless they choose to."

He paused before continuing. "As to how that works, it is only when the femme herself decides to delete the coding do her systems accept the mech's transfluid and starts to both create the sparkling and prepare her body for carrying it as well. The raven haired woman sighed. "It's a pity you can't share that kind of knowledge with the wider world, you'd probably solve the human race's problem of STD's and I's." Both of them chuckled. "Agreed, but I fancy that day is long off," Pinpoint replied.

"Getting back on topic," said the Seeker. "We still need to discuss the matter of what you are going to do about what you consider your unrequited love for Optimus." June winced. "Don't remind me," she muttered to herself, but loud enough for him to hear. "I already told you why I'm not acting on them, not to mention I made a fool of myself about-" "Yes, yes, I know, Ratchet told me," interrupted the flier. "The less said about that the better, but my point still stands."

Alita nodded. Looking down at the floor she suddenly frowned as a thought struck her about the second-to-last thing that her friend had said. "Wait... What do you mean by "consider" my feelings for Optimus?" she asked, looking up at him. Pinpoint smirked. "I mean that you are not the only one nursing secret feelings for someone," was his reply. For a moment Alita stared up at him in shock as she realised what it was that he was saying.

"Y-y-you mean th-that O-Optimus h-has-?" That was all she could muster. "Indeed I do." "But how do you-? Wait. It's because you're-" "Observant? Indeed I am Mrs Darby, being a sniper, etcetera as I have already told you, I tend to notice things that others don't." Her curiosity now piqued to a new level, June got up and walked over to stand at the railing in front of him. "And what have you noticed?" she asked.

"Well, while I haven't known Optimus as long or as well as Ratchet has, I have picked up on certain signs here and there. "It should go without saying that you and Elita share similar qualities; determined to see things through to, but also very compassionate to those who need help. Very cheerful with a warm personality, and care deeply about those who are close to you.

"The signs are small, but they are there. I've noticed that his optics seem to light up more than usual when your name is mentioned, he is also always present when you arrive here, or is quick to make his way here when you do. The signs are small, but they are there. I've noticed that his optics seem to light up more than usual when your name is mentioned, he is also always present when you arrive here, or is quick to make his way here when you do.

He may not be as vocal about his feelings as... Well... Ratchet shall we say." That got a laugh out of Alita as she recalled when her son and the others had told her about Bulkhead's many mishaps with the medical officer's equipment. "All humour aside," said Pinpoint. "If your son is willing to share his love with two partners then, by and on all accounts, as I have just told you, Optimus seems willing to do the same with you and Elita.

If he says no then that's the worst that can come of it. Nothing more, nothing less." For perhaps the umpteenth time, June nodded in agreement before relapsing into silence as she processed what the Seeker had said. All of it was true, right down to the last detail. The only question left to answer now was; when and how was she going to broach this topic?

A/N: I know that this chapter is a bit of a filler, so if you guys don't want it present then I will remove it. Other than that, hope you enjoyed and I am working on the next chapter as this work will probably be a total of three, or two if this one is taken out.