A/N: Detailed author's note at the bottom.

Interested in seeing responses.

Don't own the Naruto series or any characters, if I did, there would be Icha Icha Anko Ino Mud Fight Edition in the omake.


The smoke rising into the air, visible like a dirty smudge above the treetops, outlined against the brilliant blue of the sky, shredded slightly in the rising wind. Cherry blossoms from the trees fluttered in the rising wind, which carried the smell of the smoke and of something else, dark and fell. No bird sang, no animal moved through the forest, only the wind, and the smell of smoke and death.

Danzo suppressed a grimace as four of his personal ROOT ninja circled the area slowly, using wind chakra and sensing ninjutsu to see if anything was approaching. The initial report from the single panicked ANBU had been disjointed enough to be nigh incomprehensible, but the major points were not promising.

The morning had started out normally, with Danzo presenting the final report on the activities of Orochimaru. Hiruzen had looked both disgusted and defeated, and when Danzo had pressed him about apprehending his student, gave him a look of deep sadness and something else.

But he did not order the ANBU into action, much to Danzo's disgust. Instead, he wrote up a number of scrolls, sealing each one, and then around noon, left his office and had eaten his lunch quietly with Minato Namikaze at a ramen stand, and told the boy 'farewell'.

After that, the flaring chakra and sight of flames and lightning had drawn the ANBU to this spot.

Danzo already knew what he would find, yet found it hard to take the final steps. With a deep breath, he did so.

Stepping beyond the last of the treeline, the old shinobi entered the clearing, or what was once a clearing and now looked more akin to a abattoir crossed with a meteor strike. The shattered remains of some kind of underground bunker were exposed to the sky, set off here and there by titanic spears of earth and glowing piles of ash. The trees to the north were splintered and smoking, and the clearing itself was smote as if by Kami himself. Blood and some other white, milky fluid, along with large numbers of snake-like appendages, were scattered around the remains of other, more titanic jutsu – broken demonic looking gates, barbed ramparts of earth. Mud and water littered areas and sinkholes in the ground, while more trees in the distance had been reduced to kindling.

Laying on the ground, with a smashed knee and horrific, jagged holes still smoldering with fire, was the remains of Orochimaru, his Grass Cutter sword shattered mid-blade a few feet away, stained with blood. His form had a corrupted sheen to it, the skin pale and waxy, and the wounds littering the body were vicious and numerous. Some spilled blood, others spilled white fluids, and still others revealed scales instead of skin where the jonin uniform had been burned or torn away.

About ten feet away, leaning up against a shard of upthrust rock, was the equally damaged form of Hiruzen, his robes missing, dressed in his black battle armor one last time.

ANBU and medic-nins reached the clearing, the latter rushing for the form of the Hokage, but with a shaking wave of one bloodstained hand, Hiruzen gestured them away. His voice was a torn, tired whisper. "It is … too late to do anything for me. The poison of the Grass Cutter has no cure and no antidote. Attend to … the traitor." He looked over to Danzo. "My friend...come here."

Danzo slowly approached, expression blank. He came to a stop in front of Hiruzen, chuckling to himself at the sight of the pipe the man was smoking. "Hiru. Even in death, you have time for a smoke."

Sarutobi's bloodied features looked up, the lines of his face deep and filled with despair, one eye missing and seeping blood. "Ah...Danzo. It won't kill me .. any more than I am already facing." He hacked up a gobbet of black blood, wiping his lips on the back of his torn robes, before taking another draw from his pipe. "It...appears you were right about him...and wrong about my weakness."

Danzo's jaw clenched, holding back his emotions tightly. "You stupid monkey. You didn't need to throw your life away! Why did you not send for help?" Memories of Hiruzen volunteering to delay the ninjas of Kumo when the Second had given up his own life flashed before his mind.

Hiruzen's slow, tired exhale was weaker. "My...fault. Like you .. said. So I had to clean it up. I almost...let him go. But I could … not." A flicker of a smile appeared on the bloodied lips. "You should be proud of me … after so many lectures...about weakness..." The last trailed into another hacking cough.

Danzo glanced at the ANBU, who with a quick motion indicated no signs that anyone else had escaped. The medic nins were already examining Orochimaru's body, shuddering in disgust as they found something with the mythical palm jutsu. Danzo turned back to Hiruzen. "The boy, Minato. He is not ready."

Hiruzen's smile was sad. "Nor was I, Danzo." His free hand gripped the others arm. "P-promise me...old friend. Guide him. Help .. him. Don't .. .. don't... "

Danzo winced as the man sagged, blood spilling from his lips, and sighed. "Do not worry. I will ensure the Will of Fire burns strongly. If he is your choice …" He sneered at the corpse of Orochimaru … "then, unlike others you thought so highly of, I can at least respect that, and the boy's strength. I will not contest him."

Hiruzen nodded, a glimmer of gratitude in his remaining eye. "...good." He smirked, as his last bit of strength gave away. "You...always complained...but... I trust you … you..." He grimaced in agony, swallowing back blood. "...what was... I … to you..?"

Danzo found the words he knew the other needed to hear, damn his softness. "Your friend, Hiro."

Hiruzen gave a final smile of peace, and slumped, his breathing turning into a rasp. Danzo let his eyes close, bowing his head, as the final rattle of his battle brother's death sounded in the damp summer air. After several seconds, he somehow found his voice, turning to the ANBU.

"The Third Hokage has fallen in battle. Per the Third's last instructions, we must prepare the Hokage Candidate and secure the village. I am taking command of the ANBU for the moment. Rat, have Minato Namikaze report to the Hokage Tower at once. Boar, Otter, Raven – establish a defensive perimeter around the medic nins as they prepare the Third for transport. Seal, Lion, Pig – each of you find one of the ANBU captains and deploy the defenses. Rooster, Hawk – deploy a hunter-nin squad internally. Gather up Orochimaru's apprentice, any chunin or genin he has instructed, and secure his housing and labs."

The ANBU flickered into motion, and Danzo gestured to one of his own ROOT hidden in the treeline to send word back to his own people, and to the other a more complex sign, signaling for the rest of ROOT to snap up any useful research in the other, secret facilities Orochimaru maintained. He cursed the fool for acting as he did – all Orochimaru had to do was follow simple rules and he could have had the power he wanted, in return for helping Danzo secure the Leaf. Now...

He sighed, watching his ROOT acknowledge his signals and flicker away. Danzo turned to the lead medic-nin, the young Nono Yakushi – who was also secretly one of his people. "You have the necessary scrolls, Captain?"

She nodded, removing the black-bordered scroll from her backpack. "I do, Shimura-dono."

He nodded curtly. "I will deal with the Council and the Daimyo. Ensure he is carried back in honor."

She adjusted the position of her glasses atop her narrow nose, the sunlight making them gleam for a moment as she did so, her voice soft. "And the body of Orochimaru, lord?"

Danzo paused to look at the corpse, the remains of Orochimaru's face still in a expression of astonished horror. After a long second he turned away, his voice grating out across the clearing.

"Burn it."

O-DANZOSAMA-O

Danzo sat in the Hokage's seat, staring hard at the man across the desk from him. Minato was very young, his cerulean eyes and messy golden hair giving him the aura of some kind of lesser kami in the shaft of sunlight coming in through the window.

Perhaps that is an omen, Danzo thought. With a sigh, he straightened. "You have already heard the news."

Minato nodded somberly. "Sandaime-sama is dead at the hands of Orochimaru." His fists clenched. "I wish he'd not done this by himself."

Danzo's expression did not change. "To be the Fire Shadow is to protect all under your gaze, Minato. The decisions made must be owned, and he did what he felt best." He hardened his tone. "And he did not leave unprepared."

Minato swallowed. "I see. Why … am I here? I know all the rumors that the Hokage was close to picking his heir, but everyone knew it would be Orochimaru – what happened?" The anguish and confusion in the boy's voice made Danzo wince internally at the weakness.

Danzo exhaled, his fingers tracing the wood of Hiruzen's desk. "Orochimaru acted as he did for a reason. You have stated what is known. What is not known to all is the truth – Hiruzen had determined already who the Hokage designate would be – you."

Minato's eyes widened. "But – "

Danzo cut him off. "Orochimaru was engaged in illegal research, but apparently thought he had kept such secret. I had already informed the Hokage of such … disgusting research, which was the final straw. There were other reasons why you were chosen over him, and it is now clear Orochimaru knew he would not be picked and had decided to flee the village after gathering a final few bits of research."

Danzo met Minato's gaze. "Hiruzen resolved to stop him. He wrote a final writ of his will, formally naming you his heir … and, after eating lunch with you, he went off to correct the mistakes of his student once and for all."

He leaned back, examining the young man more closely. "His final wish was for you to follow him as Hokage. As such, your ascension will be announced tomorrow. But before that happens you and I need to come to an understanding." He grimaced. "I suspect Hiruzen would have been better at this, but we have no time in our vulnerability for niceties."

Minato's eyes narrowed. "What is it that you speak of, Danzo-sama?"

Danzo gestured to the map of the Elemental Countries on the wall. "I speak of making you understand what you are stepping into. I speak of the task of the Hokage, which is more than stacks of paperwork. I speak of war and peace, boy. I speak of Konaha's position, of the next Great Ninja War, and of the sacrifices of its people."

The old shinobi inclined his head. "It is a common belief – if incorrect – that somehow 'peace' magically happens if we only wish hard enough. The truth is more cruel. Peace is that time when there is no will for war. If it were a natural occurrence, then endless vigilance on the part of the shinobi would not be needed, but such does not exist."

Minato frowned. "You should already know my feelings on this. War is … an unhappy occurrence. It derives from those who value power more than lives. We cannot fear it, but we must not encourage it."

Danzo snorted. "Ah, yes, the fabled dream of Jiraya." His eyes flicked up to meet those of Minato. "Tell me, do you think Iwa is feeling very peaceful now? Kumo, perhaps? Is Kiri in love with us?"

Minato shrugged. "The mistakes of others is no reason to allow one's self to go astray."

Danzo snorted. "Such five ryo wisdom. Let me be more clear. A Hokage is not merely a political leader, or a war leader, or an inspiration. They must make choices, often ugly ones, that affect more than just the village, or even the Fire Nation. Wrong choices in the past have lead to events that we barely survived."

He met the boy's eyes again. "Jiraya wants to believe that peace is a goal, that if we can somehow simply eliminate hatred that it will come about. Jiraya refuses to grasp the reality – the ninja world is one of violence, of assassination, of subterfuge. That is not the basis of peace – our entire economy and world view is on the kunai in the dark, of blood spilled over lies and misdirection."

Minato sourly nodded. "I dislike your words, elder. But I do not gainsay them. Instead, I say we must be careful and defend ourselves, and do not encourage weakness that tempts evil men into attacking. But that is far different than starting wars ourselves."

Danzo gave him a look of veiled disappointment. "You speak words that run counter to the reality of the ninja world, Minato. Let me provide you an example. If you were to discover a powerful weapon – an ultimate jutsu, or a potent bloodline limit – that was potentially in enemy hands, but could be turned to ours, what would you do?"

Minato frowned, then shrugged. "I would attempt to gain it for the Leaf, both to strengthen us and to make sure it was not abused by those with lesser scruples."

Danzo nodded. "Exactly. There is not only the gain for us, but – as you put it – the prevention of those who value power more than lives from gaining more power."

He stood, pushing back the chair. "And yet, your sensei says that is the wrong answer. Jiraya chooses to misunderstand what I say because he is besotted with prophecy and foresight from his summons, deciding to ignore conflicting prophesies from the snakes, eagles, slugs, and dogs. He is in so in love with peace the fool nearly got us all destroyed."

Minato frowned. "What do you mean?"

Danzo smiled coldly. "My earlier scenario was not some random question. Have you ever wondered why Jiraya was never selected by Hiruzen to be Hokage?"

Minato frowned. "I...don't know."

Danzo grimaced. "Some time ago, a boy was discovered by Jiraya, possessing what he reported seemed to be the mythical Rinnegan. Do you know what your sensei decided to do about such a thing, boy? Did he bring the child in question to the Leaf? Did he confirm the Rinnegan's abilities? NO!"

The old ninja whirled. "He abandoned his team and duties to instead help the boy survive. He trained the boy and his fool companions – and sent them back to Rain, to HANZO of all people. They formed an organization to attempt to protect Ame from the wars raging around it, and in time they were powerful enough to attract Hanzo's attention. Hanzo was within inches of being able to have the Rinnegan under his control and command."

Minato looked horrified. "Hanzo says he's for peace but he... kami, with that kind of power he would have launched invasions against all the neighboring countries to provide himself with buffer room against wars between the Great Nations."

Danzo nodded. "Exactly." He exhaled. "We discovered this only by accident. Jiraya, the fool, had not even bothered to see what this Rinnegan bearer had done with his training. When we found out, we had little time to prepare and intervene. A force of ninja had to ensure such a thing did not happen, using any possible means. The catastrophe was prevented. The boy and Hanzo are now at each others throats, and no matter who wins, Rain ultimately loses."

Danzo faced Minato squarely. "But such missions can never be linked to Konoha. Not the ANBU, not even ANBU Captains or Black Ops, can be used for such missions. Hiruzen authorized me to command a subjection of special ANBU troops – taken as orphans, trained from birth to suppress emotions, conditioned against interrogation and sealed to protect our secrets. This is ROOT. The foundation of the darker side of the Will of Fire."

Minato's eyes narrowed but he said nothing. Danzo smiled thinly. "Hiruzen...and his presentation of the will of Fire … was the light. That duty and sacrifice are nothing without love – for the village, for its people and its ideals, for the legacy of the Senju and the other clans who risked so much to bring this about. That fire is bright, and warm – it comforts and burns to illuminate the darkness."

The old man looked at the portrait of Hashirama on the wall. "But no light can be without darkness, and fire consumes as well as warms. ROOT does the things we must do and yet cannot do. It performs the missions that are too negative to ever be associated with Kohona. And if it is ever penetrated and revealed, it can have no official sanction – you must act as if I am rogue and engage and destroy me and all my works."

Minato shuddered. "The details are probably disturbing. But why are you telling me this?"

Danzo squared his shoulders. "Because ROOT cannot operate without the compliance of the Hokage. I will not lie. Despite your combat power, your rasengan and your hirashin, I do not think you are ready to be the Hokage. You have no background in economics or politics. You have no family, no clan, no wealth. Your reputation is one of a blood-soaked killer who was willing to sacrifice his own team to distract Iwa from a target, even if said team doesn't realize this is why they went on that mission yet. We will not even discuss the blatant stupidity of your relationship with Kushina and how that risks the entire village should she become pregnant."

Danzo stepped closer. "Yet Hiruzen chose you. He was …" A long pause. "...he was my friend. We disagreed on the direction and course of events in the village, on the Council, on the status of … Kushina. I accused him of weakness, he accused me of heartlessness, and there were times we hated each other and acted against each other. But ultimately, Hiruzen was my Hokage. I served him willingly … and he did not ignore my contributions."

Danzo folded his arms. "You, as Hokage, could certainly instruct me to disband and shut down ROOT. But if you do that, then you are telling me you are unwilling to take the sort of steps a Hokage should be able to take. I cannot stop you from such an order, but I can bend every bit of my political influence to challenge you and interfere with your plans. And I can point out situations like the one Jiraya caused, ones that you would have no other way to stop without ROOT."

He smiled. "Your first choice as Hokage is to decide how you wish to play the game."

Minato kept his expression blank, nodding a moment later. "Ah. If I go along with you kidnapping and brainwashing kids into killing machines, you will support me for Hokage. And then, having done that, I will be beholden to you, and let you keep ROOT going. If I try to order it shut down you will cause me all sorts of problems."

Danzo nodded. "This is not ambition. I am not getting younger … and I will never sit in that chair again, to lead the village. It .. is for the best. The light is no place for me or mine. It is for you, and for those who stand with you. But do not be the sort of fool your sensei was, who suggested I was monitoring Orochimaru because I hated him, or that he was blameless of any wrongdoing." Danzo's voice turned bitter. "Hiruzen is dead because of such blandishments, blinding him until it was too late."

Minato swallowed at that. He adored Jiraya, and he had often listened to the wisdom of the Toads, and the dream of a world at peace was one he wanted so badly. And yet …

He looked at Danzo, at the iron-hard planes of the man's face, at the hair not yet turning gray despite his age, and had an epiphany. Danzo would not oppose him, for whatever reasons, but he would not support him if he stopped his ambitions. He would probably sway Hiruzen's old teammates, the more influential of the civilian Councilors, maybe even some of the Clan Heads.

ROOT, from the tiny tidbit he had just been told, was sickening. But so was forcing children to stab other children with kunai, to force them to become child soldiers instead of playing and enjoying their youth. Perhaps the entire ninja world was sick, and peace was only what happened when the lands needed time to rest for the next killing.

He was too young to know. With a sigh and a grimace, the man's blue eyes met the older man's eyes steadily. "I hate it, and what you are making me do. But I will not … oppose ROOT." His voice hardened. "But understand this: I don't want any sort of questionable 'accidents' either. Keep your recruits limited to orphans."

Danzo shrugged. "That was my intention all along. I do not think all ninja need to be emotionless killers … but you must have a force of them. ANBU is not suitable for normal people in the long term. The more you stay out of the light the less you can comprehend it, and eventually they become dysfunctional."

Minato nodded. "Yeah, well. What does that say about you, then?" He rose. "I will tell Kushina...and I'll meet you here in the morning to speak with the Council. I appreciate your candor, even if I hate the necessity."

Danzo gave a shallow nodded. "Very well... Minato-dono. You may hate the necessity all you like, as long as you retain the wisdom to know it is necessary."

Minato said nothing as he left, and Danzo smiled sadly, turning back to the desk of the Hokage. His voice was slow and quiet. "I won't oppose him, old friend. But he is not ready, and when he falls, I will lead this village to where it needs to be. No matter the cost."


Author's Notes and Details:

I've never seen a story where the Third actually deals with Orochimaru at the time of his sickshit, so I decided to make a stab at it.

Changes that this entails:

- He has the arm of Shin Uchiha, but did not trust Orochimaru to implant it. Currently it is not being used, in a stasis seal.

- No Yamato (the bunker destroyed contained the experiments, and the Third did not realize there was a single survivor. The bunker is collapsed and the baby is dead

- Pretty much everything else UP to that point is the same as in canon.

This is a side project to my Mass Effect work, so it may or may not get updated rapidly, depending on my energy level. It is obviously going to be highly AU, but don't expect any of the following : harem crap, Naruto gaining dojutsu/eyes/tails/made up bullshit, Danzo to act stupid, or conventional pairings. The early demise of the Third affects Minato heavily, but things still shake out pretty much the same in most regards.

I will also state that my ninja battles mostly consist of trickery, placement, and rapid kills, not monologues or talk no jutsu.