A dark gray apprentice held his head high as he walked. His tail was held in the air and his dark amber eyes shone with pride. He had not one, or two, but three birds clamped firmly in his jaws.

Soon the pine trees clustering his vision disappeared, leaving him standing in a muddy clearing. The bright Greenleaf sun shone down on his dark pelt. Nothing could possibly go wrong.

A couple fox-lengths away a dark ginger she-cat sat on the roots of a tree, resting in its shade, and casually washing her paws with swift delicate strokes. The apprentice trotted up to her and dropped his catch at her paws, feeling fierce pride washing over his pelt.

The she-cat looked up from her grooming at the apprentice. The younger cat met her gaze squarely, her eyes were bright blue like the sky above them.

"Well done, Stonepaw." She meowed, her voice was rich with pride and warmth.

"Thank you Redpelt." Stonepaw meowed, dipping his head respectfully. He felt a shiver of delight traveling up his spine. He was going to become a warrior of ShadowClan!

A warrior!

"I will speak to Spottedstar about your ceremony," Redpelt meowed, her voice becoming brisk, then her gaze hardened, like she was preparing herself for something, "While I do that, I need you to go speak to Fogpelt."

Fogpelt?!

A cold stone sat in his stomach, Stonepaw's eagerness disappeared like a dawn mist under the sun. He swallowed awkwardly, his amber gaze dropping to his paws. "Okay…"

"This is important Stonepaw." Redpelt's voice was stern, "Just tell him I sent you."

The apprentice felt a sudden flash of hot anger, then one of panic. Had he done something wrong? Was the catch not good enough? Why would Redpelt make him go visit the elder?

"Go, now."

Stonepaw whirled around, a frustrated hiss escaping from his lips as he plunged back into the pine trees. He felt dry pine needles being crushed with each step, and an occasional low branch brushing his dark pelt as he walked- no, stormed to camp.

What did I do wrong?

The apprentice took a deep breath as he waked through the thicket entrance.

The sight of his camp greeted him, sheltered and familiar, but Stonepaw was in no mood to enjoy it, he headed straight for the elder's den, ignoring the other apprentices, specifically the ones asking him how his assessment went.

The dark gray tom forced himself into the elder's den, his mood as sour as crowfood.

Fogpelt, ShadowClan's only elder at the moment, was lying stomach down on his nest, his eyes closed.

The elder had a scruffy, knotted gray and white pelt, lacking luster and anything that hinted at youth, he looked like he had a literal pelt of fog.

Fogpelt's eyes opened, revealing them to be a pale, soft green color, which at one point. Stonepaw guessed, would have been as bright as young grass.

"Stonepaw." He greeted in a wheezing voice as he sat up, he was practically a mountain of gray and white fur, moving after a hundred moons of sleeping. "Did Redpelt send you?"

"Yes." He mumbled crossly, sitting down and curling his tail neatly over his paws. I can't believe this.

"Good." Fogpelt's voice was as dry as hard, cracked earth. "I have a story to tell you."

Stonepaw felt a surge of annoyance, and bit back a probably offensive retort. Did Redpelt make me come here to listen to a dumb story?

"Many, many, moons ago, ShadowClan was weak and defenseless." The elder started, as he drew his tongue over his paw. Stonepaw narrowed his eyes at that. He must have bees in his brain. ShadowClan is powerful. "Even softer than ThunderClan."

"What?!" The fur on Stonepaw's spine began to rise.

Fogpelt rumbled a deep purr, "Hard to believe isn't it?"

"That's not possible!" The apprentice could hardly believe his ears. He DOES have bees in his brains!

"Quiet down now," Fogpelt rasped, his pale eyes seemed to glow in amusement, "And listen closely, this is the story of ShadowClan's rise to power."

Hello! Thank you so much for reading, so this idea has been moving around in my head for a while, and I finally decided to write it out. This story will set way back when SkyClan still existed. While I will be using some real characters shown in the book, I will need OCs! If you would like your character in this story, please review, telling me your character's name, gender, personality, appearance, pelt, eye color, etc., and the clan he or she is in! (You could do more than one OC) if you there is anything else that's special about them, feel free to mention that too. Oh, but you cannot add medicine cats, leaders or deputies. Those are already decided. There will be a main character in each Clan, (Including Sky) so your character is bound to show up, whether speaking or hunting. Thank you!