I came up with this story after watching a Naruto AMV a friend showed me, and she is also the one who showed me this site and also a special thanks to SSJ4Takeru, who let me use some of his story in mine, you Rock! I've been loking forward to put my stories onto this site for awhile now. I hope you like my debut story, not sure how long it will be.

Disclaimer: I do NOT own anything

The Kyuubi's Rebellion

Prologue: Nightmare

A long time ago the Kyuubi attacked the village of Konoha. With a sweep of its massive tails it could smash mountains and create tidal waves. A band of ninjas rose to defend their village from the Kyuubi's attacks, which cost most of them their lives.

Namikaze Minato, the Fourth Hokage at the time was able to seal the Kyuubi inside a newborn baby named Uzumaki Naruto. The Fourth Hokage lost his life in the process, and is forever remembered as the strongest ninja ever produced by Konoha. For successfully sealing the Kyuubi inside Naruto. Or did he …?

Fifteen years later.

Naruto blinked his eyes open, only to find himself engulfed in darkness, ' Where am I…?' He asked himself, as he took in his surroundings. Naruto slowly got to his feet, panic starting to spread throughout his body.

Naruto quickly pulled a kunai from his sleeve, when he felt someone's presence nearby.

" Who's there?!…Come out!" Naruto shouted, his voice echoing through the darkness, followed by an eerie silence.

" Naruto." The silence was broken by a deep voice, which sounded strange, yet familiar.

" S..Sasuke?" Naruto murmured half to himself. He lowered his kunai, as he tried to peer through the darkness. Naruto could just make out two Sharingan eyes glowing in front of him. He took a step closer.

" Sasuke?" He repeated.

" What's up…loser?" The voice replied coldly.

Naruto lowered his gaze, memories of their last encounter was playing in his mind.

" Why?" Naruto whispered quietly, his eyes dull. Sasuke remained silent.

" Why didn't you kill me?!" He shouted.

" Sasuke!"

Sasuke blinked his sharingan eyes slowly. " Humph." Replied the dark figure smugly. He reached up and tore off a piece of his face, to reveal a yellow snake like eye.

" Orochimaru!!" Naruto growled angrily, his hands starting to roll into fists.

" Where's Sasuke you Bastard!" There was a short pause.

" Naruto- kun, times running out… for Sasuke" Orochimaru chuckled before vanishing.

" Nooo!! Get back here!" Naruto charged at the spot where he disappeared, his eyes now bloodshot red and he bared demonic fangs.

" No" He murmured quietly, as he slunk to the floor. In his frustration, Naruto punched the ground with all his strength, blood starting to drip from his knuckles. Naruto threw his head back. " Sasuke!" Naruto shouted, his voice full of pain.

The Kyuubi started to stir inside Naruto. He had become restless recently. ' Humph, that Brat's finally dropped his guard. I think it's time we switch places for a while' He chuckled to himself, as the Kyuubi's chakra leaked through the seal.

The Kyuubi's chakra started to surround Naruto. He tried his hardest to keep it under control, but he was already completely engulfed in the demon fox cloak, then Naruto blacked out for a few minutes.

When he finally came to, Naruto found himself standing in front of the cage which held the Kyuubi within himself, only this time the Kyuubi was no where to be seen. Naruto tried to peer inside the cage, to catch a glimpse of the Kyuubi, but instead he could barley make out a full moon in the distance. Naruto stared at the moon and noticed it was growing in size, as if he was running towards it. Than it dawned on him, He wasn't outside the cage, he was inside! The Kyuubi was controlling his body.

" What's going on? … I can't control my body anymore" Naruto murmured to himself, desperately trying to gain control, as he watched what was going on from his subconscious.

There was a dim light up ahead, and Naruto realized he was back in the village once he was through. He was quickly greeted by Ayame, who was helping her father with the late night deliveries.

" Hi, Naruto" She greeted happily. " If you hurry my dad will…"

Without warning the possessed Naruto slashed her throat with his claws. ' Noo! Ayame!' Naruto yelled in his head, as he watched her body fall to the ground. Ayame's blood dripping from his claws.

"Ayame!" Someone yelled from behind. Naruto turned to see Teuchi, (Ayame's father) stepping out of the Ichiraku Ramen Bar, with the last of the deliveries. In the blink of an eye, the Kyuubi controlled Naruto killed Teuchi as well, by breaking his neck.

" Humph, weaklings" muttered the Kyuubi.

Naruto was losing more control with each passing minute and the Kyuubi showed no sign of stopping his killing spree. The Kyuubi killed anything that moved, ruthlessly.

He had just killed a small family, when he heard something in another room. The Kyuubi slowly creeped down the hall. He opened the door a crack and peered inside. Inside was a small girl clutching a teddy bear. ' Dam it' Naruto cursed in his head.

The Kyuubi slammed the door open. The girl screamed and cowered into the corner. Naruto slowly walked towards her. The kyuubi easily pinned her to the ground, his right hand lingered above her.

Naruto's eyes turned dull, as he listened to her helpless pleas and watched the frightened expression on her face, but there was nothing he could do.

Blood splattered the walls when he stabbed her in the chest, he then yanked his hand out. Naruto glanced at the window the exact moment five kunai, with exploding tags attached, came crashing in.

He immediately jumped out the window to escape the blast, and found himself surrounded by the ANBU. The Kyuubi quickly took them out, with not so much as a scratch, but he stared in horror as he saw his friends advancing towards him. ' Noo!!'

They surrounded him, their eyes dull as they held their weapons towards him. Memories of their friendship with Naruto flashing through their heads. The possessed Naruto didn't hesitate, he ran through them, and in no time at all he had wiped them out. 'no…No, No, No!!' he cried in his head.

Naruto slowly turned around, blood dripping from his hands, to face his next opponents. Behind him stood, Saratobi Asuma, Yuhi kurenai, Hatake Kakashi, Shizune, Tsunade, Jiraiya and Umino Iruka.

In the blink of an eye, Asuma, Kurenai, and Shizune were lying on the ground dead. ' No!'

" Naruto" murmured Iruka softly.

Iruka's voice caught the Kyuubi's attention, and he lunged for Iruka. Blood splattered everywhere. Instead of killing Iruka, he had killed Kakashi. Kakashi had stepped in at the last second. ' Kakashi sensei' Naruto murmured in his head.

Naruto suddenly whirled around and attacked Tsunade and Jiraiya. ' Tsunade-bbachan!, Ero-Sennin!' Naruto shouted in his head, as he watched their limp bodies fall to the ground. Iruka was the only one left.

The Kyuubi turned to face him. Iruka eyes were dull as he stared at his dead comrades. He slowly raised his gaze until he was staring into Naruto's eyes, Iruka's eyes were full of sorrow, while the Kyuubi's were full of Bloodlust.

Iruka closed his eyes and dropped his weapon. He didn't have the heart to hurt Naruto, even if Naruto tried to kill him. The Kyuubi charged at him, and killed him with ease. ' Iruka Sensei!!' Naruto shouted.

" Naruto!!" Screamed someone in the distance.

His name echoed throughout the village. Naruto turned his head slowly, in the direction the voice had sounded. Someone was standing in the distance. The Kyuubi ran toward the figure at full speed, as they got closer Naruto realized it was Sakura.

' No, not Sakura…not her!!' He tried desperately to gain control, but the Kyuubi was in complete control by now. The Kyuubi started to use the Rasengan. Time started to slow, when he advanced towards her. Tears started to fill his eyes, as the Kyuubi controlled Naruto struck her.

Sakura flew back ten feet, before she crashed into a wall. She was bleeding heavily from where she had been struck. Sakura coughed up some blood then looked up at Naruto, her green eyes filled with pain.

" Naruto…" she murmured, as she fell forward. Her body went limp when she hit the ground. Sakura was dead.

" No, Sakura-chan!!" Naruto yelled as he woke up panting and covered with sweat. He shot up clumsily, and banged his head against the wall. " ahhh..oww" he muttered while rubbing the back of his head.

" was I dreaming?" he murmured to himself. Naruto glanced around the room, nothing seemed out of the ordinary. Assured it was just a dream, he rolled out of bed, and got dressed in his usual orange jumpsuit, finishing his outfit with his necklace given to him by Tsunade.

When he placed it around his neck, images from his dream started playing in his head. Naruto froze for a second before he shrugged it off. It was just a nightmare nothing more, but some doubt still lingered in the back of his mind.

Naruto looked down at his dresser, where Sasuke's headband lied. He picked it up, his thumb stroking the scratch he had put on it three years before. ' I will get you back… Sasuke' He promised in his head.

Naruto stared at it a few moments longer, then clutched it tightly.

" Orochimaru" Naruto muttered through grit teeth. He shrugged it off and gently set the headband down.

Naruto headed for the door to go to the Ichiraku Ramen Bar. On his way out he passed a mirror, and Naruto failed to see that his eyes were bloodshot red.

End of prologue