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Another Type of Alien: Book 2, Chapter 36 "X and Y" excerpt: Version 2 (chapter accurate)

AN: This is a one-shot written for a story on fanfiction*net that is a "After the Fade-to-black" excerpt from the end of the chapter. The story is called "Another Type of Alien Book 2: Assuming the Mantle" and is part 2 in a 3-part crossover series between Transformers Prime and Man of Steel. All three fics are T rated, and contain NO smut or lemon scenes, which is why this is an excerpt. It was written by request of the story's author, Rapidfyrez and is being posted here with his full permission. This is the second, 'chapter accurate' version of the one-shot I posted before.

I recommend reading www*fanfiction*net/s/9560406/36/ at least first, otherwise you'll go through this scratching your head and thinking "WTF is going on?"

That said, onto the one-shot!

Arcee leaned forward and pecked her on the lips, "Agreed."

Jack continued to blink for several moments, her jaw working as her mind tried to comprehend the sudden scenario she was in. She took in a deep breath and then exhaled.

"To hell with it," she said, standing up, she pulled open the towel and held her arms out to the side, before dropping it.

Arcee stepped back, her optics going wide as her gazed travelled up and down her partner's body. She'd never seen a human, or in this case, Kryptonian, naked before, though she had hoped that she and Jack would take their relationship to that step soon, it seemed every time they'd tried to get some privacy in the last month or two, fate had been against them, hopefully this time would be different.

She took in her partner's new, temporary female form, making sure she paid attention to every part, taking particular note of her breasts, sitting firm on her chest. She inwardly smirked.

'He...She doesn't know about mine...yet.'

Her gaze then moved down Jack's flat stomach, smiling approvingly, and she raised an brow-plate in surprise as she saw the smooth V at the juncture of her thighs, and the small slit between the lips, and Arcee wondered just how similar Cybertronians, Humans and evidently Kryptonians were. It seemed that they only had hair on their heads, as Kal's body was completely clean of it.

As she looked slowly back up Kal's body, she noted that her nipples had started to harden, and her skin seemed to have taken on a pebbled texture, and she seemed to be suppressing shivers.

_'Maybe she's cold...'_she thought, but immediately dismissed that as her HUD displayed the ambient room temperature to be in the low 20s Celsius, quite warm.

She also noticed the red flush covering Kal's face, neck and chest, and as she looked at Kal's face, she saw her eyes were closed, and she was chewing her bottom lip nervously, her face was as red as her cape, it suddenly struck Arcee how utterly scared Kal was.

'Stupid idiot! Of course she's nervous! This is probably the first time she's been naked in front of anyone other than her own reflection before! Kal would probably be JUST as nervous if we were in this situation and he hadn't_been changed into a girl.'_

She stepped forward and gently cupped Kal's face in one hand, the Kryptonian opened her eyes and looked at her, and Arcee's spark ached at the conflicting emotions she saw there, she saw doubt, confusion, worry, uncertainty...and a little fear.

"You don't need to worry Kal, I don't find you offensive or repulsive just because you're in a female body now. You're still you on the inside, and that's what matters to me most."

And to emphasize her point, she leaned in and planted a gentle kiss on the teen's lips.

She pulled back a few second later to see Kal's face had lost some of its bright colour, and there was more confidence in her eyes, and a look of gratitude.

"Thanks Arcee." Kal said, her voice suddenly shy, though that shyness quickly turned to excitement when she saw the curious, and flirtatious look on her partner's optics.

"Now, you just relax, I've wanted to familiarize myself with you properly for a while now, which means, I'm going to explore Every. Inch of you, and I'm more than willing to let you do the same. Now, please lie down."

As Kal laid back on the bed and got herself comfortable, Arcee put her master plan into motion. Reaching up, she unfastened the latches that secured her helm armour in place, and slowly pulled it off, revealing her short metal-blue 'hair'. As she set it on the side table, she smiled at Kal, before starting to undo the hidden latches that secured her arm guards in place, and carefully removing them, along with her motorcycle handlebars that were placed right where her elbow joints were.

As she placed these on the side table, she saw Kal's surprised look at her revealing the silver mesh of her forearms that was neatly divided with various seams, all of which glowed blue, revealing where her arms separated when she deployed her weapons, though her upper arms remained as they were.

Arcee smiled and winked, before turning slowly turning to the side and crossing her arms over her chest, turning her head to make sure Kal was watching as she unfastened two more hidden latches, then reached up to her shoulder joints and unfastened two more, before turning her back fully and pulling off the breastplates, which she set on the table, like the cups of a bra.

Kal meanwhile, was laying on her back, watching mesmerized as, with several clicks and whirs, the armour on her winglets retracted, revealing two small light blue structures that were shaped like odd bat wings, and stretched between each 'finger' was a thin translucent membrane of what looked to her like bio-metallic skin, and inside each membrane, a complex network of glowing blue lines that pulsed faintly with blue light every few seconds.

'Energon veins...Arcee did say that her wings were used to sense changes in air pressure, and that they were very sensitive to touch...I wonder how sensitive they'll be without the armour...'

With that thought, Kal realized that she'd have to be extremely careful with those wings. They looked very fragile. As she watched, several parts of the 'panel' covering Arcee's back retracted away from the wings, giving her more clearance to lift it away from her wings, along with her front wheel, which Kal noted had an intricate assembly of parts connected to it. How there was enough room in her chest for half a wheel and her Spark Chamber was beyond her, and as she watched, several panels slid into place, sealing the hole in Arcee's back.

Once Arcee had placed the panel and wheel assembly on the table, she crossed her arms over her chest and turned round, smiling at Kal, she swayed her hips slightly, before spinning around in a pirouette, and dropping her arms, chuckling at the surprised look on Kal's face.

"What's the matter Kal, never seen a topless femme before?" she cooed seductively.

Kal smiled sheepishly, "You know I haven't, and I didn't know the rest of your armour came off too! And I never realized that you...actually had _breasts_under those plates..."

Arcee grinned, "Hmm...surprise...!" she purred. Kal's eyes went wide as she felt her own breasts, and several other areas of her body start to tingle, and she shivered, something about the tone of Arcee's voice, maybe a subsonic frequency, caused her body to just...react.

'What the...?'

"Well, where'd you learn to dance?" Kal asked, smiling at her as she propped her head up on the pillow.

"Back before the war, in what you would call my 'teen years', I wanted to be a Dancer, and a singer. But I never got the chance."

Deciding to continue with her striptease, Arcee leant against the dressing table and raised her right leg, using her left hand to support her weight, she reached down with her right and unfastened several more clips, before that half of her back wheel, the right exhaust assembly and the blue paneling seemed to lift away from her shin, and she slid her whole leg out of it, the only part of her leg that hadn't been removed was the 'stiletto' boot, which apparent meant that Arcee was pretty much barefoot normally.

After quickly repeating the process with her left shin-guard and the remainder of her back wheel, she was left standing in nothing but her 'panties', as they seemed to be. Kal gulped, she'd never imagined that all of Arcee's armour was detachable, or that she'd be so...human like underneath...so that begged the question, if she had breasts, which seemed to lack nipples, did she also have...other_parts? Would she be _truly compatible with him when he was back to normal?

'That's right, I never DID_ask Dusk about the whole "Half-Human" thing, and if the bots were really capable of...well. I wonder what form Dusk was born in, human or bot...though that does also explain Ultimus and Elita, if she was pregnant with him when she arrived on earth and became human, then it would only stand to reason that she had the same internal organs as a human woman would as a bot...'_

Kal's internal monologue was cut off as she noticed the panelling on Arcee's midsection that usually formed her saddle in vehicle form fully retracting down, revealing more silver mesh with faintly glowing Energon veins visible underneath it.

As she watched, Arcee unbuckled the Mass-Shifter and laid it out on the table, then unlatched her 'panties' and slowly removed them, before standing straight, smiling at her.

As she slowly walked towards the bed, Kal took in her form. She was beautiful, in all respects. If she had to guess, Arcee's breasts were roughly the size of her own, maybe a little smaller, she felt her mouth watering at the thought of kissing them.

As her eyes travelled down the Cybertronian's front, she noted how smooth her 'skin' looked, and apart from her shoulders, hips and base of her neck, her body seemed totally seamless.

Kal felt her cheeks heat up as her gaze came to rest between Arcee's legs as she got to the bed. Between her legs was something Kal had not expected. A pair of smooth lips that came together, that, like her breasts, were silver, though the shade was a little darker, but, just like her breasts, they looked very smooth, but as she looked harder, she could see the small segmented panels that made up the lips, as if they were designed to retract.

And now that Arcee was this close, Kal could clearly see the faint glow emanating from behind the lips, and to her surprise, she could also see what appeared to be moisture. With a start, she felt her own breasts start to tingle, particularly around the nipples, and she also felt an odd sensation between her own legs, and she unconsciously spread them wide, giving Arcee a completely unrestricted view, which the femme took full advantage of, along with the odd sensation she felt, she also felt a tingling warmth in her crotch, that seemed to be concentrated in two places. Having never experienced this before, Kal was pretty nonplussed, though she was smart enough to get a general idea of what was going on.

She was soaking wet. Pure and simple.

_'Heh, guess those female instincts gave up...'_Kal thought.

"Mmm...that's a really nice view Kal, but I'm gonna need you to close your legs for now, you can spread them for me later." Arcee said with a wink, as Kal closed her legs and lay down full on her back as Arcee climbed onto the bed, and sat on her thighs, her knees on either side of Kal's waist, her hands on her flat stomach, gently stroking the smooth skin.

Leaning forward, Arcee smiled lovingly as she pressed her body down against the naked Kryptonian laying beneath her. They stared into each other's eyes for along moments, before Arcee finally closed the last few inches, and soft, warm, metal lips met soft warm flesh. Arcee let out a gentle moan as she felt Kal's tongue brush against her lips, and she opened her mouth and let Kal's tongue entered, tasting her mouth and started exploring, rubbing against her own glossa.

As their lips parted, Arcee smiled at her, letting out a purring chuckle.

"Are you ready for this Kal?" she whispered. Kal didn't reply, she just nodded. Arcee smiled and sat up, scooting forwards until she was sat on Kal's stomach. "I'm going to make sure you enjoy this Kal-El."

And with that, she raised her hands and gently started stroking Kal's shoulders, rubbing in small circles, smiling as she saw Kal's face relax, and her eyes close, a light smile spreading across her face. Then she moved lower, running her hands down Kal's biceps, gently stroking and kneading them, first one arm, then the other, then she moved down to the forearms.

When she was done with the arms, she moved back up and gently started on Kal's breasts, taking her time to study them as well as stroke them. Kal, for her part, let out a purring moan as the femme's hands gently cup her breasts. Her eyes opened, and she smiled, then looked down, her face flushing red with embarrassment again as she watched the fingers gently glide over, and ever so gently press into, the two mounds. She also started at the odd, but not unpleasant, tingling warmth that started to spread through her chest, and, despite herself, she let out another small moan as she felt Arcee's fingers gently stroke over her nipples, which were rapidly hardening.

"They're quite beautiful Kal, and yes, you can touch mine any time you want, as much as you want. In fact..." Arcee smirked at her, before leaning in and purring in her ear in the most seductive tone she could manage, "I order you to touch my breasts, Kal-El."

Kal smiled, before raising her own slightly shaking hands to Arcee's chest, and gently taking hold of the two mounds. Her hands stopped shaking almost immediately as she took their weight, and felt how firm they were. And for the first time, she realized just how smooth they were. They were even smoother than human skin, almost like polished metal, but they were as soft as human skin, and surprisingly warm. Kal could also feel the constant, steady pulse of Energon under the mesh, and as her fingers gently stroked and explored, Arcee leaned in and pressed her lips to her neck, letting out another purr.

"I had no idea that....you had.....breasts....Arcee...." Kal gasped, repeating her earlier statement, finally starting to overcome her freaked-out mindset and starting to enjoy the intimacy and closeness, and thoroughly getting into exploring her lover.

Arcee chuckled as she pulled her lips away from Jack's neck, and moved up to whisper in her ear in that same seductive tone. "You never asked. Did you think my breast-plates were just cosmetic?" She then closed her optics and hummed in pleasure. "You've got really gentle hands Kal, you're quite good at this. You sure you've never done this before?"

"Quite...quite sure...I'm just....following....you're lead..." Kal replied, her face flushing red again. Arcee pulled back to face her and smiled flirtatiously. "Oh, so you like what I'm doing then hm?" she asked, and gently stroked a thumb over the teen's right nipple to emphasize. Kal moaned slightly and leaned forwards a little, pressing her chest into Arcee's hands.

"...uh huh..."

Arcee took this moment to lean forwards and, with great curiosity, parted her lips, and took her lover's left nipple into her mouth, and started lightly licking it, while the hand that had cupped that breast moved round to Kal's back, then down to her waist, and then, with a little hesitation, continued lower.

She smiled to herself as she felt Kal arch her back, pressing her chest against her face in what she assumed was a deliberate act, but later would turn out to be instinctive reflex on her partner's part.

"Mmm...." she purred as she gently ran a hand through Arcee's hair, gently stroking her head while she explored, while letting her other hand rub up and down the femme's back, taking care to avoid the wings, until Arcee switched to the other nipple, and Kal, with infinite gentleness, reached up and gently started tracing a couple of fingers along the surface of Arcee's left winglet.

The response from Arcee was immediate. She stiffened and let out a muffled squeal, as her body started to shudder, and she let out another moan as she pulled her mouth away from the breast she'd been suckling, to arch her back, optics closed, and she let out a long moan that almost sounded like a musical tone, and then she started to shiver with pleasure.

"Ja-Ka-Ooooh.....! Kaaa-"_her moaning cry dissolved from legible words, to gradually become something that, to Kal, _definitely sounded like a musical chime, this wasn't like Bee's buzzes and whirs, this was actual musical notes, but they had a definite structure that sounded almost like syllables.

Kal looked at her lover, panting with her open pleasure as she felt Arcee's hands pause, then start to tremble as she stroked the femme's winglet, and to her surprise, she felt Arcee pressing her sex into her stomach, and was surprised to realize she'd actually started rocking her hips in response.

'Is she...is that true Cybertronian...? It's...wonderful...' then, after blinking several times, listening to the musical chime that had turned into more of a whimpering keen, her eyes widened in realization.

'Holy. Fragging. Primus! She just..._I_just...I just made her climax, just by doing that...damn Darby, you're off to a great start here...'

"Uuhh..." Arcee moaned as she buried her face in Kal's neck, she felt her proto-form tremble, and moaned in pleasure as the final few pulses ran through her, leaving her exventing heavily.

"Ar...Arcee....are you alright?" Kal panted as she looked down at her lover who was now laying on top of her, both of her hands now on the bed, head between her breasts, optics closed and mouth open. The femme seemed to swallow, then continue panting, as if trying to catch her breath, before she looked up at her, her optics full of love and...desire.

"Oh_yeeessss_...I'm more than alright."

"I think you just..." Kal paused as she felt herself blush again, but this time it was less intense.

"Yes, I just had the Cybertronian equivalent of an orgasm." She then knelt up then leaned forward, until their lips met in a tender kiss. "Thank you." She whispered once they broke, and Kal smiled at her, , a smirk crossing her face as she looked down at her lover's body, then, she leaned forwards, and let out another purr as Kal took one of her breasts, and gently began kissing and licking where the nipple would be.

Kal took great pleasure in gently licking the smooth, warm mesh, she was tempted to stroke the wing again, but didn't want to risk doing too much, she didn't want her partner passing out on her, or worse, she didn't want to accidently hurt her. So, she just contented herself with licking the smooth warm mounds, silently wondering if Cybertronian femmes _could_breastfeed their Sparklings. When Arcee pulled back slightly, Kal took the opportunity to switch to the other breast, and repeat the process.

She smiled when she felt Arcee start to rock her hips, pressing her sex into her stomach, and Kal felt something, something warm, wet, and very sticky. Letting Arcee sit up, she looked between legs, she was finally able to get a somewhat close-up view of her lover's slit, she tried to wrack her brain, thinking back to all those bathroom conversations her then out-of-control super hearing had let her eavesdrop on at school, and, despite what she'd told Amber in the other universe after the woman had accused her of using her X-ray vision to spy on the girls shower rooms...well...it hadn't been deliberate. Just like the time she'd x-rayed her First Grade teacher, that hadn't been deliberate_either...Of course, she could never _tell anyone that, if anyone at school found out it'd happened, she'd be lynch-mobbed.

Bringing her mind back to the here and now, Kal looked again at Arcee's pussy, she finally brought herself to calling it that, as 'vagina' seemed too medical, and was finally able to get a good look at it, it warm against her stomach, the lips were slightly parted, and the faint glow from inside was more visible, it seemed to pulse in tandem with her Spark beat, it was also wet. The moisture she'd seen before was slowly dripping out onto her skin and pooling there.

Seeing and feeling that caused a surge of warmth and wetness between her own legs, and she unconsciously spread them a little.

Curiously, she reached down with a hand and ran her finger though the liquid, it was thick, but runny. She brought her finger to her face and studied the collected moisture, before mentally shrugging and popping it into her mouth and sucking it clean.

She was instantly surprised by how sweet it tasted, yes there was a slight metallic tint to it, but it was pretty faint. It tasted strange, almost like syrup...

"That's...odd...I didn't think you'd taste so...sweet." Kal said, a little unsteady as she continued to gently stroke Arcee's breasts, while the femme gently kneaded hers. Arcee smiled and winked.

"Synthetic sugars, as well as a few proteins...it's a by-product of Energon metabolism, though we usually recycle it into our own systems. It's basically like liquid high-energy snack bars..." Arcee smirked and then winked. "You could probably even supplement your diet with it."

Kal froze, as an image popped into her mind, and she saw herself, restored back to normal, sitting at the table in the kitchen having breakfast alone, only this time, as well as toast, there was a very naked human-sized Arcee stretched out in front of him, legs spread wide and knees raised, her Cybertronian pussy spread wide and glowing an inviting light blue in places, and radiating a warm heat, and the same sugar-sweet fluid she'd just tasted was flowing freely from the femme's entrance, and dripping down onto another piece of toast that Arcee had grabbed, which she then placed on the plate, then as Kal watched, the mental construct of Arcee reached over and grabbed a slice of fruit before placing it between her legs, and dragging it through the liquid that was now freely flowing, before leaving it there in her entrance. Kal looked up at her face and saw her smiling at him. Then a mental construct of June Darby entered the vision and smirked at him, before getting herself a bowl of cereal.

"Well? Are you gonna eat your breakfast or not?"

Kal snapped out of the daydream with a light shudder, yeah, that would be totally awkward...on so many levels.

"That...would be an interesting experience, can't see my mom agreeing to it though..." Kal replied as Arcee's hands moved down her stomach and she scooted down Kal's legs. Kal blushed as the femme gently pulled them apart and got between them, leaning in to get a good look at her own sex.

"Now Kal, it's your turn...What do we have here...." she purred.

Kal then let out a shuddering breath as she felt the feather light touch of Arcee's fingers against the smooth lips of her pussy. Primus, that sounded weird to her, but at that moment, she didn't care. She jumped and her legs spread of their own accord, giving Arcee more room. The femme paused at Kal's reaction.

"Did I hurt you?" she asked.

"N-no...just, unexpected...I've never actually, well, I've never done this before, well, not like this, and last night, I certainly never....explored. And like I said, I don't really know much, if anything about women, sure I've got a general idea of the major parts and what they're supposed to do, but....other aspects...not so much. I know there's supposed to be something there that basically does what your wings just diiii-!"

Kal's words turned into a gasp as the tip of Arcee's left index finger very gently brushed against a small protrusion that she could see sandwiched between the lips covering Kal's interface port.

'It's not called that, they have their own name for it.' She reminded herself.

The very instant her finger gently brushed the little nub of flesh, her tactile sensors got some very strange readings, and Kal almost jumped off the bed and through the ceiling. According to her sensor readings, it was roughly 2 inches long, filled with blood to the point that it's form had become rigid, and was one of the highest concentrations of nerve cells in Kal's body, especially near the tip, and was actually partially covered by a hood of skin that seemed to branch down into a pair of lips that hid behind the outer ones, much to her confusion, as she herself only had one pair of lips, and she didn't have a protrusion like this, though from Kal's reaction, it seemed to serve the same purpose as her winglets, at least in terms of intimacy....

_'Huh, wonder what this is....'_Arcee thought as she gently continued to stroke the soft lips, gently probing them, she got comfortable and leaned in close, and gently continued stroking Kal's lips with both hands, gently pulling them open to get a better look.

Kal gasped as she felt Arcee's fingers start exploring, gently opening her up, something she herself had refused to do the night before, she felt the tingling sensation in her crotch skyrocket to the point her knees started to go weak, and her toes curled, it had never been like this before, back when she'd been normal.

She then gasped again as Arcee gently ran her fingers through the inner lips, fully spreading them, then running a finger gently over the little nub, then down, over a small indentation, then further down, then stiffened, holding her breath as she felt Arcee gently slide an exploratory finger into the opening she'd found.

"Ar-Arcee!" she panted, breathing heavily, her eyes closed as her head rolled to the side, her chest heaving.

"Hm...you like that?" Arcee purred, as she gently pushed the finger in more, until, about an inch in, she hit something and paused.

"Yyyyeeeessss....." Kal groaned, actually starting to thrust her hips towards her rhythmically. Arcee grinned, before leaning forward and opening her mouth. An instant later, Kal's eyes bulged as she felt the soft, warm metal of Arcee's lips close around the exposed little shaft, followed by the sensation of something brushing against it...

"Oh primus!" she yelled, putting a hand on the back of Arcee's helm and pressing her crotch into the femme's faceplate, her entire body going rigid at the sensation, and the unfamiliar feel of something sliding into her, but it wasn't overly uncomfortable. She clenched her abdominal muscles, instinctively trying to expel the intrusion, but instead, that just added to the pleasure she was now feeling.

'Is this what it's really like for women? Slag...no wonder they enjoy using toys so much...' Kal though, before mentally snorting. Sometimes, having a sense of hearing sharp enough to hear every word being spoken in the girls bathrooms at school proved enlightening, other times, not so much.

"Do...it..." she panted, opening her eyes, she looked down at Arcee, all reservation gone, she just wanted to get fragged now, she didn't care how.

Arcee looked up at her, her lips still locked around the little button of flesh, her glossa momentarily stopping while brushing gently along the shaft in an experimental lick. Their eyes locked, and Arcee saw the need in her lover's eyes.

"Push your finger deeper, just go all the way...I need it..."

Arcee tried to ask with her optics 'are you sure?', but Kal just reached down with her other hand and took hold of Arcee's hand, and pulled upwards, forcing the femme's finger deeper. She felt Kal stiffen for a moment as her finger broke through whatever resistance she'd met, and sank deeper, up to the first knuckle, then to the second. Her tactile sensors on her finger registered a small area of flesh that was a little more uneven compared to the rest of what she was feeling, and she felt Kal jump again as her finger applied a little extra pressure to that spot, though the rest of the passage had a very unusual texture to it, and for a moment, she wondered if she could reformat her own interface port to mimic this texture for when Kal was back to normal, and they tried this again.

A second later, and Arcee's entire index finger was buried inside her lover. It was a very odd sensation, especially considering her lover's usual gender and physical makeup, but, she reasoned, they weren't going to get another chance to do this, at least not in this form, so might as well make the most of it. At the very tip of her finger, her sensors registered something else odd that she hadn't expected. A small ring of muscle at a 90 degree angle to her finger, pressed tightly against the digit, and then Kal started pulling her hand back, before pausing and pushing it back in again, slowly. Arcee quickly got the idea, and took over, she also pulled her mouth away from the little nub, so she could watch what she was doing, for future reference.

It was then that she noticed the blood on her finger, she paused and started to pull it out, but Kal stopped her with her hand, and she looked up.

"I'm sorry Kal, I didn't mean to-"

"It's...alright...it did hurt a little, but from what I've overheard at school since my hearing powers kicked in few years back, that's normal..." Kal replied, smiling down at her, hoping to reassure her.

Meanwhile, a part of Kal's mind was now screaming that this was wrong, that he should not be letting Arcee put a finger inside him! It wasn't natural! But the rest of Kal's mind had retaliated;

'We're not going to get another opportunity like this! This is happening now or not at all so just deal with it! Besides, after all the slag with Zod, then MECH, then Mongul? I've Fragging EARNED this! Yes I'm in the wrong body, but right now, I don't give a flying fuck! I'll take whatever I can get whenever I can get it!'

Gently gripping Arcee's hand, taking care not to crush it, Kal looked down at her lover, eyes half lidded with lust as she felt the femme's finger moving inside her, and she started to thrust her hips forward on each inward thrust, clenching her muscles each time, feeling her insides squeeze the finger in a way that felt weird at first, but now felt _very_good.

Quickly figuring out what her partner wanted, and what she apparently liked, Arcee again leaned forward and started gently kissing the now smooth lips, occasionally licking them, Kal's thrusts were getting more insistent, her breathing was getting heavier, before she suddenly raised her head and looked down at Arcee, her eyes aflame with passion.

"Arcee, climb on top of me, but turn your body round, I want to taste you...I want a good look at what you've got...."

Arcee pulled her lips away from Kal, thought for a moment, then nodded as she turned her body round and placed her knees on either side of Kal's shoulders, but was a bit unsure of herself as she felt Kal start to gently probe her lips, just as she had, but she decided to let her explore, and she went back to licking, gently pulling the lips of Kal's sex apart to get a good look, she gently push a finger back in, but this time, decided to try two. She smiled as she felt Kal stiffen and let out a little squeak, before she opened her mouth and resumed her licking.

Kal, meanwhile, was finally getting the chance to explore her lover's most intimate parts close up. She let out a moan as she felt Arcee push two fingers into her, and start sucking her again, but she forced herself to concentrate on the smooth lips that were now just inches from her own.

Gently running her fingers over them, she felt Arcee tremble as she delicately pulled them apart, exposing the glowing, wet insides. All she saw was a single port, that seemed to be filled with glowing diodes, or maybe they were veins filled with Energon, as well as hundreds of little nodules that looked like thimbles, she suspected they were some sort of sensors. Feeling Arcee probing between her own legs, she decided to return the favour, and gently slid a finger into the passage. As soon as her finger touched some of the nodules, each of which seemed to be no larger than a grain of rice, she felt Arcee tense, then shudder, and heard her let out a moan. Kal smiled then leaned in, to take an exploratory lick.

Arcee jumped as she felt Kal's tongue probing her port, she hadn't felt anything like that since that one drunken night when she and Tailgate had indulged in a tad too much High Grade, and that had been a long time ago, it felt good to have someone exploring her again, she settled down into her own tasks, if her calculations had been right, Kal had been close to overload before they'd switched into this position, a position she found that she liked. A lot.

Kal found that she was getting used to the taste, and made a mental note to look over Kara's notes on Cybertronian anatomy, she wanted to make sure she knew exactly what she was doing next time they did this. As she sealed her lips over Arcee's port and started licking, letting the syrup like substance run into her mouth, she started to gently massage the femme's hips, noting the smooth, warm mounds of mesh that, she realized, formed a very passable representation of human buttocks, and how the silver of her aft seemed to blend so well into the black of her thighs.

As she continued to swallow the sweet liquid that poured into her mouth, she felt her body begin to tense rhythmically, she was getting close, she could feel it, she even started to lift her hips towards Arcee's face in time with the femme's hand movements.

Arcee panted as she started thrusting her hips down towards Kal's face, and at the same time, she felt one of Kal's hands move along her back towards her right winglet, and start to stroke it. She shuddered, letting out a groan, before lifting her head and addressing her lover.

"You're getting close...aren't you..." she purred as she delivered at gentle kiss to the apex of the lips, where they seemed most sensitive, she could definitely feel the contractions and muscle spasms occurring, and had a pretty good idea what was about to happen. Kal didn't answer, she was too busy panting, moaning and every other breath, licking, her voice getting louder, the clenching and thrusting of her hips getting more urgent, her body seemingly on autopilot.

"Arceee....!" Kal panted desperately, she was getting close, she could feel it. "I can't...Oh...oh....Oooohhhh!"

"That's it baby...come on..." Arcee purred, before pulling her fingers out, before gently pulling the lips apart, then sliding those wet fingers back into Kal's port, before opening her mouth and leaning down, licking her glossa over the small shaft of flesh, concentrating on the head. She honestly didn't know why she did it, and to be perfectly honest, she didn't care. The first thing that struck her was how...sweet...Kal was. And just at that moment, she felt Kal stiffen, and she let out a cry that seemed to shake the room, as a powerful orgasm washed over her.

"Uhhh....Primus! Arccceee!"

Which unfortunately...meant that she _didn't_hear the bedroom door opening...

A few minutes earlier....

June finished wiping her hands clean on a cloth and looked at the wall clock. 2:40. Jack had been in that shower 30 minutes now, which had thankfully kept her out of June's way, but the woman couldn't help but wonder what was taking her son-turned-daughter. As she headed towards the door, thoughts she didn't want in her head started to take root, and she started to see things she would have preferred not seeing.

'It's only natural he'd be curious...I mean, what guy wouldn't_take time to explore if they suddenly found themselves...'_ she quickly slammed on the brakes to that mental train. She honestly didn't want to think about it.

As she entered the house and approached the bathroom, she passed Jack's room, she stopped as she heard muffled sounds coming from inside, it sounded very distinctly like....moaning.

Unfortunately for June, her sudden surge of maternal instinct trumped her sense of logic, and she quickly walked to the door and opened it, and the muffled sounds became an almost deafening cry.

"Uhhh....Primus! Arccceee!"

June froze.

Before her, on her son's bed, was something she _never_thought she'd see, but always knew she might blunder into, as she apparently just had.

Jack, her son-turned-daughter was on his, err, her_bed, on her back, with Arcee laying on top of her, in 69, apparently just as naked as Jack, and what was worse, she was enthusiastically licking her son's, no, _daughter's clitoris with hungry abandon, she was even using her fingers to spread the teen's lips and was gently thrusting two fingers deep into her. June tried to move, to back out the door before they noticed her, but unfortunately, the signals telling her legs to work somehow got redirected to her voice box, and before she could stop herself, she blurted out;

"Arcee! You're doing it wrong! You're supposed to lick the shaft of her clitoris, not the head!"

Her eyes bugged as her hands flew to her mouth, and she let out a strangled "Eep!" as the full magnitude of what she'd just said slammed into her.

'Oh god! What the HELL did I just DO? What the HELL did I just SAY?!'

On the bed, the two froze. Arcee's head snapped up so fast, June was surprised the femme didn't break her neck. This unfortunately allowed June a brief, and mostly unobstructed glimpse of Jack's crotch, which was still being held open by Arcee's right hand, and still had the femme's left index and middle fingers buried in it, almost completely, and June only had time to register the fact that said crotch was completely smooth before she tore her eyes away and looked up into the wide doe-optics of Arcee, who was staring at her slack-jawed.

"JUNE?!" Arcee cried.

_"What the?! MOM?!" _ came Jack's near high-pitched shriek, which actually made June's ears hurt briefly. And if June had to be honest, she was glad she couldn't see what Jack had been doing, it was awkward enough that she saw what _Arcee_had been doing.

'God help us if I'd walked in on them any other day...'

"I....I....Oh god! I'm sorry!" she cried, before pulling the door shut with a slam, turning and running to the garage, wanting to put as much distance between that bedroom and herself as possible.

When she stopped, she was panting, near hysterical, and consequently didn't notice Kara or Voidwalker pulling up the drive.

'Oh god! I can't believe I just...that they...that-!' her mind drew a blank.

"June, are you ok?" Kara asked as she dismounted her guardian, and saw the horrified look on June's face.

June was trembling, her face was white.

"June?" Kara asked as she stepped forward, hearing her guardian transform behind her.

"Oh god....I think....I think I just ruined one of the most important moments of Jack's life..."

"What do you mean?" Void asked, cocking an browplate.

June swallowed and started taking deep breathes as Kara placed a hand on her shoulder to steady her.

"About half an hour ago, I told Jack to take a shower, she said she wasn't comfortable taking one in that body so I just told her to keep her eyes closed and make it quick, 5 minutes tops." She paused to get more of her wits back under control.

"Anyway...after I'd finished changing the oil in my car, I noticed it'd been half an hour since I'd last seen her, so I went looking. I heard moaning coming from her room. So naturally I thought something was wrong and without thinking properly, I...opened the door...and I saw them..." her cheeks then flushed red.

"So you saw Kal in his room?" Kara surmised, raising an eyebrow.

"...with...Arcee..."

"Oh." Kara said.

"'Oh'? You're not surprised?" June asked.

Kara shrugged. "It was bound to happen sooner or later, you know how desperate they were for privacy in that other dimension."

June blinked, "Yes, but...I at least thought they would have waited until you turned him back to normal." Then she paused and remembered what happened and her face flushed.

"June?" Kara asked, tilting her head. June swallowed.

"I still can't believe I actually SAID_that...and I didn't even _mean to..."

"Say what?" Kara quizzed. June took a breath.

"As soon as I realized what I was seeing, I tried to back-out before they noticed me, but instead, my big mouth opens, and the first thing I say is 'Arcee! You're doing it wrong! You're supposed to lick the shaft of her clitoris, not the head!'" she buried her face in her hands as the Kryptonian and Cybertronian stared at her.

"And how would you know something like that?" Kara asked. June lifted her head and looked at her.

"I used to be married Kara, my late husband wasn't exactly an expert when we started dating, but, his skills did_improve. Besides, I...._experimented...in college." She said, her cheeks flaring again.

"Oh." Kara said, briefly recalling back on Krypton, when she and her then boyfriend had been caught in a similar situation by _his_mother...that had been awkward to say the least.

"Maybe they didn't want to wait. Or maybe Arcee saw how distressed Kal-El was, and decided to do something about it." Void stated, then continued with a smirk, "And as for your 'advice' slip up, well, I'm sure they'll get over it. What were they doing anyway?" she paused at the wide-eyed look the two were giving her.

"What? It's a simple question. It's not like I haven't done all the things you could ever do with a partner. I used to be quite flexible in my youth." she then noticed the shocked look June was giving her.

"So...Wait a minute...How do you guys even _know_about..."

"Sex? We call it interfacing." Void said, "Different name, but the mechanics are virtually the same, and so are the necessary...physical components of the two parties involved."

June's eyes widened. "You mean you have..."

"The same basic female anatomy you and Kara do? Yes. So does Arcee. And yes, Cybertronian Mechs are fully 'equipped' in that regard as well, as much as any male life-form on this planet, or Krypton."

June blinked as she digested that information and she fixed the two of them with a look.

"Ok, I don't care how you do it, I don't care how long you have to do it for: If Miko ever finds that out, make sure she NEVER gets her hands on that Mass-Shifter!" They both nodded then she smiled with relief.

"Although, that will probably only delay them until Bulkhead or Wheeljack, figures out what they can do with their sensor probes while in vehicle form." Void added, smirking at the confused look June gave her.

"Think Vibrators attached to prehensile cables." Void said. June's eyes went wide with surprise, and a little wonder, before that look of wonder quickly turned to horror, as she was clearly picturing what Miko would do with that kind of information.

She shuddered. "Make sure she NEVER finds out about them either, not before she turns 18." Then, she paused, considering what she'd walked in on an just learned. "Well, at least it happened now while Jack is in that female body. I'm not ready to be a grandma."

"Well, unless Arcee wants to be Sparked, it wouldn't matter anyway." Void said.

"What do you mean?" June asked.

"A femme can only become sparked, or pregnant, if she and her mate agree to it. The Spark Chambers of both parties have to be opened for energy to transfer between them, and a new Spark to be born. Although the majority of new Sparks are born from the Well, it is possible for new Sparklings to be born without it, although this method was employed rarely, because it required the Sparked femme to ingest more Energon than normal, and the femme's T-Cog automatically deactivates during the development of the Protoform, which doesn't happen until the final stage of Pregnancy, which would usually also leave the femmes unable to use their weapons, if they had them." Void explained.

"Oh. Ok." June said. She hoped that Jack and Arcee wouldn't be too mad at her...

AN2: Well, that's the second one-shot. What do you think? The vibrating sensor probes and Arcee's bio-sugar 'lubricants' bits are references to a story series written by Prander on Fanfiction*net, which started out as a collection of Jack/Arcee and Optimus/June lemon one-shots (very good ones too), so credit goes to him for that idea.

Sorry this took me so long to refine and post (it's been 3 months since the last oneshot). I've been playing Sins of A Solar Empire for the last month and a half :P

I'll be writing and posting a 3rd oneshot soon (hopefully), I'll post it when it's done.