"WHAT?"

"I don't want your power! I'll earn it on my own! And if I get to kill the person who destroyed my clan, that's just a bonus!"

"Well unfortunately for you, it's not your choice!"

"No you don't!"

Three people initiated attacks at the same time. One person's neck began to rush out and extend, another used a single handseal to create dozens of Shadow Clones, and the third ran through a set of handseals, blowing out a huge fireball. Orochimaru of the Sannin, Naruto Uzumaki, and Sasuke Uchiha.

Orochimaru avoided the Grand Fireball Technique, but had multiple fists and feet connect with his head from the grouping of Shadow Clones. Pulling out his Kusanagi, the Sannin quickly cut down the Shadow Clones.

"You damn pest! Stop wasting my time!" Orochimaru shouted, more handseals going as the tips of his fingers on his right hand glowed with a dark purple chakra. They seemed to spark a bit though.

"Five Elements Seal!"

Slamming his hand against Naruto's stomach, right over the seal containing the Kyuubi, he twisted his hand, locking the seal over the current one. Naruto let out a bloodcurdling scream, seizing as the Snake Sannin threw him to the ground. The Jinchuuriki went still, his eyes wide open.

"NARUTO!" Seeing the person he considered his brother looking so lifeless, Sasuke turned towards Orochimaru, hate in his eyes. The young Uchiha rushed at the Sannin, intent on killing the man.

Orochimaru simply grinned.

Orochimaru extended his neck again, planning on applying the Cursed Seal of Heaven to Sasuke, who froze as soon as he realized he was doing exactly what Orochimaru wanted.

Within inches of his goal, Orochimaru suddenly stopped, but not of his own will. He felt a horrid burning in his long neck, and turned his head.

Naruto Uzumaki was in his three-tailed Jinchurriki state, more than he could control.

"Orochimaru…!" Pulling hard, Naruto dragged Orochimaru towards him, collecting a huge amount of Kyuubi's chakra into his fist. Slamming it into the Sannin's face, he sent Orochimaru flying.

As all that was happening, both Sasuke and Sakura stared.

"N-Naruto?" Sakura gasped, barely able to keep herself awake in the midst of the enormous killing intent.

Sasuke, on the other hand, could stand simply because he knew he had to. He knew something was wrong with Naruto.

"Goddamnit you brat!" Orochimaru shouted, shedding his skin quickly, avoiding more attacks from the out-of-control Jinchuuriki.

"Well Sasuke-kun, it seems I'll have to make a rain-check. Just wait for me, and I'll give you the power to kill Itachi!" The Sannin cackled, seeming to melt into the ground.

Naruto let out a roar of frustration, clawing at the ground where Orochimaru had been. After a moment, he stiffened up, the chakra cloak receding as the boy collapsed, once again unconscious.

"Shit… shit! Sakura, Naruto's down!" Sasuke gasped out, rushing over to the blond boy.

"Sasuke?" Naruto asked, looking over at the boy brooding in the corner. He'd heard about the Uchiha Massacre from the Sandaime.

"…Hn. Dobe. What do you want?" Sasuke asked, glaring at the blond.

"I just wanted you to know… no matter what happened, I'm here for you!" Naruto shouted, giving a grin.

"Even if I did need help, it wouldn't be from a Dobe like you." Sasuke sneered.

"I don't care. I can see that you're really shaken up. I'm not gonna let one of my friends feel alone!" Naruto said, shocking everyone in the class.

"We've never been friends, Dobe." Sasuke replied.

"Well, now you need some. No one can handle everything by themselves, so I'm gonna be one of the supports you have to help you out! And being a friend is the best way to do that!" Naruto proclaimed.

Sasuke didn't show what he was feeling outwardly, but if he did, he'd have a small smile.

"Sakura, we need to get Naruto somewhere safe! You've been practicing medical jutsu, right?" Sasuke asked frantically.

"Yeah, if we can get him to safety, then I can start healing him!" Sakura nodded, watching as Sasuke picked up Naruto. Sakura had gotten it in her head early on that she needed to take her career as a kunoichi seriously, so she did just that.

Everyone on Team 7 had specialties. Sasuke was strong in genjutsu and kenjutsu, Naruto had his abilities in ninjutsu and fuinjutsu, while Sakura specialized in iryo ninjutsu, or medical ninjutsu, keeping the team rounded out.

Sasuke rushed through the trees with Naruto on his shoulder, while Sakura followed close behind.

"I can see a place to go. There's a big tree with an opening in the base. Let's go!" Sasuke spoke. Sakura smiled and nodded, dropping down to the base of the tree with Sasuke.

Sasuke quickly set Naruto down and sat next to him, giving Sakura room. She got down on her knees, her hands glowing with green chakra.

"Alright, time to put my training to use." She murmured.

Naruto's eyes shot open, feeling something rushing through him. He was having trouble recognizing the area he was in, but it quickly shot to the forefront of his memory.

"This is… my mind?" He murmured, looking around the sewer-like area. It seemed to be crumbling around him, which worried him. Was his mind breaking down?

"Naruto…" Hearing that voice sent chills down his spine.

"Kyuubi." Naruto turned, looking at the large cage.

"With the current situation, I'd appreciate it if you called me by my name, Kurama." The demon fox spoke, shocking the shinobi.

"What current situation? Last I remember, Orochi-pedo hit me with a seal. Gogyo Fuin, Five Elements Seal?" He asked.

"Yes. It interfered with the seal holding me, and damaged it beyond repair." Kurama said, sounding much less threatening than before.

"…Are you going to get released?" Naruto asked, unable to keep the fear from his voice.

"…Quite the opposite. I'm going to fade away into nothingness." Kurama replied with brutal honesty. "And in doing so, make you the next Kyuubi."

Naruto felt his heart skip a beat.

"What do you mean, make me the next Kyuubi? I can't become a demon! It would just reinforce and justify everything the village has done to me!" Naruto shouted, scared and rage-filled.

"Do you think I want this? I don't. It will happen slowly, though. You'll get my youki over the period of a few years. Once you absorb about half of it, you'll become a hanyou. Then, once you get all of it, you'll become a full demon lord. However, my consciousness is fading away now. I wanted to let you know, because honestly… you deserve my power." Kurama said, sounding as if he held pity for Naruto.

"Why do I deserve it? I don't want it! I want all of the power I get to be what I've earned!" Naruto exclaimed.

"And you don't think you've earned mine, after enduring so much scorn and hatred from your own village? I won't even call it your home, it doesn't deserve to be called that."

"It does! I have people I care about there! Hokage-jiji, the Ichirakus, Kakashi-sensei, Sasuke and Sakura-chan, Iruka-sensei… home is where the family is! And they're my family!" Naruto screamed, barely able to withhold his rage. He didn't even realize he was covered in red yokai.

"It seems as if you've already gained some of my power… Hah. But really Naruto, you think that Konoha is your home? The Hokage never did anything aside from give you a crappy apartment and access to the orphan fund. The Ichirakus would be out of business if not for you, of course they'd be nice to their biggest customer! They see you as their income, not as someone they care about! Kakashi all but ignores you in favor of the Uchiha, who is almost completely blinded by revenge, your precious Sakura-chan wouldn't even look at you in the way you want her to, and Iruka never noticed you until you saved his life!" Kurama shouted. "I won't have my vessel and the soon-to-be Kyuubi be a fool! Get it through your head, your family is dead! Your father died sealing me and your mother died saving you! Your own godparents want nothing to do with you! You have no one but yourself!" Kurama then felt dread. Pure and utter dread. Not from anyone else, but his own.

Down below, at the base of his cage, Naruto's fists were shaking. The entire mindscape was shaking. Youki was flaring around the young shinobi. He hadn't missed what Kurama had said. He knew the Yondaime had sealed the Kyuubi into him, and if his father had died sealing the Kyuubi…

"My father… is the Yondaime?"

Sakura screamed as her hands felt like they were on fire. She fell back, looking at the burns all over his hands and forearms, and then looked at Naruto, who had pure youki swirling around him. Sasuke looked scared.

"Naruto, wake up!" He shouted. He needed to help Naruto…

"That's it!" Sasuke smiled and activated his Sharingan. With two tomoe, it would be enough to let Sasuke see inside his friend's head. He looked right at Naruto and reached, feeling pain as he reached through the youki, but opened Naruto's eyes.

"UCHIHA!" He heard scream through his mind before he was forced back. He groaned in pain, holding his hands over his eyes. They burned horribly, and he didn't know why.

Naruto felt hate, horrible hate, filling him. He could feel the seal breaking down, and didn't know what to do. The youki kept filling him, and Kurama had almost completely faded away.

"Minato…!" He heard the Kyuubi growl. Looking around, Naruto caught sight of a man only a few feet away from him. He knew instantly.

"Yondaime Hokage…" Naruto glared.

"Naruto, what's going on? Why is the Kyuubi so faded? What's happening in your mind, why are you covered in youki?" Minato asked, as if he was still Naruto's father.

"I'm going to kill you, Yondaime! You are no father of mine! Not after what you put me through!" Naruto shouted, putting his hands in a familiar handsign.

"Multi-Shadow Clone Jutsu!" He growled, over a thousand youki-Naruto copies filling his mindscape. Minato blanched in an instant. He didn't want to fight his son.

"Naruto! Wake up, you're being controlled!" Minato exclaimed, starting to cut through the Shadow Clones.

"No, I'm not! I've just finally realized that the village isn't worth what it put me through!" Naruto replied, throwing kunai at Minato, who deflected them with his own.

Outside of the seal, Sasuke and Sakura could only watch as the youki affected Naruto. His hair grew out, getting longer and shaggier, his whisker marks darkening and thickening as his canines grew out, his eyes going from the bright blue to a dark, slitted orange.

"What's… happening to him?" Sakura asked.

"I don't know, but it's not good." Sasuke replied. He was worried. He knew about the Kyuubi, Naruto had told him ages ago.

Was Naruto… losing to the Kyuubi? Or was something else going on?