Disclaimer: I don't own Naruto or it's characters, the story is an Alternate Version of events.

The office felt as dark as the sky. It was early in the evening. With the sky dark, and the clouds dancing above the cracked but solid walls. Smoke rising in the distance. From the window, the village of Konoha remained ashen and grey, so far from the picture on the wall of tan buildings with colorful roofs. The white smoke from restaurants and hot springs had faded, and replaced only by black smoke from the fires of traps, waste, and remains. The elder Hokage folded his robes on the desk, his hat placed on top them, "I can't."

The Sandaime turned. Battle hardened and armored clad he looked to source of the remark. The voice of the red haired woman was not as defiant as it once was. Her dark blue eyes trying to hold back her rage and tears at what her Kage had ordered her to do. The man picked up his pipe, used in much simpler times long gone. His voice trying to reassure her, but knowing that this would be the last time it would ever touch his mouth, "Kushina-Hime."

Uzumaki Kushina looked devastated. Her face contorting in a mixture of pain and anger, her eyes defiant as they had when she set foot in this village many years ago.

"I won't leave Jiji! After Minato…this, this is all Naruto's known, his family is here, his loved ones are here and I can't just…"

She was stubborn, clenching her fists and looking down. However the sense of acceptance was obvious in her voice. She just didn't want it to be true.

"This is my home! I've stood by your side even after that night. After I lost Minato. Even after what Fugaku-Teme did. I've seen how much you put into trying to rebuild. What you're asking me to do I can't...don't you understand I won't leave you to die here Sarutobi-Jiji!"

She kept the tears at bay in her eyes as she refused to look at the old man. The old Sandaime Hokage looked at the woman, a sad smile gracing his face. He walked out from behind the desk and hugged the woman close. He soon broke away, looking at her now. A blue shinobi vest and green undershirt, blue shinobi pants complete with weapon pouches that had been used far too much in recent days.

He continued to smile, remembering what used to be, "I remember when you first arrived in Konoha. A tomboyish girl, unsettled; trying to avoid war, full of energy and anger. Now look at you, a beautiful, strong, defiant woman with a young son. The Will of Fire lives on within you and those around Kushina-Hime, but…"

He turned and soon held up the robe and hat, placing them in her arms. His smile now gone and replaced with the pain of somber acceptance, "I'm afraid the Will of Fire no longer resides in Konoha's people. Only several remain with the true flame within them. They are the ones that will be able to return it to this dead shell. I have already moved all my family away from here. Even my newborn grandson, named for this once great village."

She looked at him, her face pleading for him not to do this. The feeling her chest was about to be ripped from her as it had been once before. Only able to listen as the old Kage spoke to her, "There is a seal on the inside of the robe. You will find it contains the documents and records of all of the Hokage's. There is another seal inside the hat. It contains the Forbidden Scroll of our people. You must ensure it does not fall into the wrong hands."

Kushina shook her head. Pleading with the man one last time, her eyes trembling, voice near a whisper, "Jiji, please don't do this. Let me fight with you, you can't do this alone."

Sarutobi frowned, "I'm not going to argue with you Kushina-Hime. These are the orders of the Hokage. As a Shinobi of Konoha you must follow them!"

He grabbed her shoulders, gripping them tightly and looking into her eyes. His voice determined, resolved in the trust that he was placing in her, "Take our knowledge. Take our symbols. Take our legacy, and keep it safe. It's my responsibility now to stay here, and make sure you can get out of the gates with your son and whoever else you travel with. Think about Naruto, is the village as important as his future?"

Kushina clutched the robes in her hand as she looked away, trying to stop the tears from falling out of her eyes, "He'll get angry, he won't know how to take it."

"Explain to him then. Naruto is part of the future of the village. He is everything Konoha was and can be again. Take your son far from here so he can't see. Use the arrangements I've made for you to go back to the Whirlpool. Hide there until the time is right. Go. And do not look back at what once was. Promise me Kushina."

She looked up at him. She saw it in his eyes; the resolve, the face of determination as he looked like the leader he once was. That he still was, "Promise me Kushina."

The woman forced it out, accepting it quietly, "I promise, Hokage-sama."

She received one final hug before walking out of the door. She looked back at the Hokage one last time as he stared out the window at what was left of his village. The man took a deep breath, bowing his head as he now waited for them, ready to make his last stand.

Quickly she walked out of the office and down the halls. The paint chipped, debris sat scattered along the floors, and the signs of fighting that had once taken place in every room. She made her way down the stairs and looked out at the once great red building. The facade now run down and faded; she could see his silhouette from the windows as she placed the robes in a scroll and hat on her back. One ANBU approached her, wearing the mask of a dog, his silver hair sticking outward, "Are you alright, Uzumaki-sama?"

The woman nodded, wiping her eyes, "Kakashi, did he tell you?"

"No. Our last orders were to protect you and Naruto until the end. There rest, seemed vague." Kakashi moved to look around, looking at the red headed woman and the look on her face. His voice sober, "We're leaving the village. Aren't we?"

The sound of fires crackling and being whispered by the wind were the only sound between them for minutes. Her silence and somber face making it all the more clear, "I understand."

Shadow clones appeared between them, as they began running towards their destination.

Kakashi looked at the ruined village as he and Kushina walked toward the small fortress that was the village district where she resided. The small gate of the manor opened to reveal her home. The fresh green grass that was now a rarity of the village. The ANBU removed his mask as they entered an area that was concealed by genjutsu. The large seals on the ground making sure the field blocked their hiding place from view.

Another ANBU soon appeared. A young Uchiha Itachi walked from the building towards them. He looked curious, only pointing back towards where he had walked from, "Naruto's sitting in the living room because shadow clones are packing the house up. What's going on?"

Kushina walked passed him intently, her voice now concerned over her son, "Is he with anyone?"

As he realized the woman's pace was accelerating, Itachi attempted to catch up, "Anko punched out a clone for not speaking with her, but is trying to keep him calm."

They walked through the clean, empty, wooden halls. Twenty-two year old Mitarashi Anko walked out in the standard ANBU gear as her male comrades with the exception in wearing shorts. The red haired woman looked at her as the younger woman rubbed the back of her ponytail, "How's Naruto?"

"S-Squirt's okay, but ever since the commotion started he's been yelling about meeting his friend at the park."

Kushina nodded before entering the room and put on a weak smile she could muster, "Mama!"

The young blond boy ran up to the woman as she scooped him up in a hug. "Hi sweetie."

The ten year old boy looked at his mother in confusion. His blue eyes revealing a sense of fear at what was happening around him, "Kaa-san what's going on? Why are Kaka-Nii's shadow clones packing up the house!"

Kushina didn't know how to say it, but she spoke as calmly as she could trying to keep a straight face, "Naruto, you know that day I told you about a long time ago? The one I've always told you to be ready for?"

Naruto's eyes were fully open as he now looked terrified at his mother. Kushina's voice cracked at the sight of it, but she tried to keep calm as hard as it was, "W-Well, this is it. This is it."

"But, but we can't leave!" Naruto shouted, Kushina held his shoulder tightly to hers, "I know."

"We have to fight! This is home! I'm going to be Hokage a Hokage defends his home!"

Kushina's face looked pained now, trying to hold it together, "I know."

"What about Jiji he wouldn't run!"

The woman froze. She put her son down and moved a hand behind her back, slowly taking out the Hokage hat. The sight of it was already making her son's voice change from defiant to sad and stunned, "W-What?"

She struggled to hold back her own tears once more, her teeth clenching together, "I know, he's not running...s-so that we can."

The ANBU in the room looked at each other in shock. They tried to register it from themselves, only to wind up looking back at the woman and the boy, "Naruto, I'm so, so sorry."

The boy looked devastated, trying to register it all, "But he can't be…"

"He's still watching over the village, but the mummy man wants to hurt us. He doesn't want the mummy man to get us, so he's going to stop him so we can leave."

It was the name Kushina had given to help her son recognize to stay away from. Danzo, the one who would treat her son as a weapon if they stay. The man buried in the middle of ROOT would not stop until he acquired the power to rebuild the village. She closed her eyes and took her breath. The reminder to her son kept her resolve up. It was a reminder that she wasn't leaving for herself.

Naruto looked away before his mother finally began crying. Cupping his face before she hugged him again close, "Naruto, I am so, so sorry. I've tried to convince him; I tried, I fought to get him to; but he doesn't want us hurt. He doesn't want you hurt. I don't want you hurt."

She cried as she felt her son begin to break, "I tried; I tried and fought so hard, and you've fought hard too. You've fought so hard Naruto. Hokage-sama knows you're going to become great man. Which is why he wants us to leave. So that you can one day make it better for everyone. Do you understand Naruto? You'll be Hokage and will be the greatest of them all, but that's why we have to go now. And we won't be going alone. We can take everyone with us; anyone, and I promise you'll become a great ninja no matter what."

Naruto looked at his mother as she pulled away, smiling at him to reassure him, "Ayame left ahead with her father a few days ago. Everyone is waiting, but they won't be happy unless we're there too."

"I understand Kaa-san."

He looked saddened as she kissed his forehead and hugged him again, "I love you so much Naruto, I couldn't bare what would happen to you."

They stayed that way for a moment, but eventually had to end. The ANBU behind them had nodded in agreement and Kakashi move to the Uzumaki Matriarch, "Everything is ready Kushina-sama."

She nodded before standing up, "Let's go Naruto."

The boy nodded before following his mother to the doorway. He stopped, looking back before walking to the gate. His eyes suddenly lighting up, nearly gasping in realization. He ran towards his mother, passing Kakashi, Anko, and Itachi carrying the scrolls on their back in backpacks. His small body stopped as his mother looked back to hear him yelling, "Kaa-san!"

They all turned seeing the young man looking at them with a newfound sense of urgency, "There's someone we need to bring!"

Kushina followed her son closely as he led them deep into the ruins of Konoha. The sight of bodies under debris and evidence of looting everywhere next to charred and damaged buildings. They paid no attention to it.

Naruto was lucky to have a one track mind to block it from his mind. He ran ahead, turning back and yelling out to them, "She said that she'd wait by the swings in the park! I know you said not come this way Kaa-san, but Itachi-Nii says it's faster in case of emergencies!"

They entered the park as Naruto made a b-line for the playground on the other side. The inner part of the village where they crossed had been hell on earth. Kushina made it specifically clear to travel around the "safe" zone on the outside ring in which the park was located. The grass was faded here as the trees still seemed to hold just faint life, if any at all. The slide was damaged and bent, which Naruto pointed out was recent; the monkey bars remained, as did the sandbox, but the boy stopped as Kushina soon saw he found who he was looking for.

Sitting on the rusty swings was a girl looking down at her feet. She was dressed in faded red pants, a long white undershirt and red vest that was both dirty and torn in some places. Her pink hair parted around her forehead to show the somber look on her face, "Sakura-Chan!"

She looked up before standing nervously at the sight of others with the blond boy, "N-Naruto?"

"Sakura-Chan," he panted before looking at her, happy he found her, "There you are! And you still have your bag, good."

He gestured to the small brown backpack on the ground next to her feet. The girl in question looking worriedly with jade colored eyes, "N-Naruto, what's going on, why are y-you out of breath?"

Kushina got a better look at Naruto's friend as she came closer to her. Her pink hair and vibrant green eyes, her skin pale as porcelain, Naruto grabbing her hand and bringing the girl over to his mother, "Sakura-Chan, this is my Kaa-san. Kaa-san, this is Sakura-Chan."

The woman was snapped from her thoughts as the girl looked nervously, she knew who she was. The girl let out a squeak, "Y-You're U-Uzumaki Kushina!"

Kushina smiled to her warmly, "I am. And who are you, little one?"

Sakura gulped nervously in the face of the well-known kunoichi as she had lowered herself to look at her. Her fingers fiddling in front of her face, her face looking down and eyes glancing up, "H-Haruno Sakura."

Kushina watched as she fidgeted in her presence. The woman felt the thoughts of her son already having a little girlfriend catch up to her, but she couldn't think about it now. She needed to know where she had come from, "Sakura-Chan, why are you out here all alone? Where are your mother and father?"

The little girl looked away, flinching visibly as her voice whispered, "My parents…"

Kushina could see the pain build in the little girl's eyes, but no tears came from her eyes. It seemed fresh in her mind, but her eyes looked distant as the words left her mouth, "My parents are gone."

Her eyes widened as Sakura clenched her fists looking at the ground, "Papa was killed in the battle, and Mama was taken by the Uchiha in the uprising."

Kushina expanded on it, knowing that it might cause even more pain. She had to know if there was someone out there, "Do you have any siblings? Other family?"

Sakura shook her head. Kushina frowned sadly realizing the girl was alone. She looked at the bag the girl was holding in front of her, 'Hm, seems like she's a street orphan, the poor girl. How such a pretty girl like this has to survive alone in the world. Maybe you're right Jiji. This isn't the place Minato and I fought for anymore.'

The red haired woman smiled at the children in front of her; knowing that they had to press forward, "Sakura-Chan, Naruto has something he wants to tell you."

The girl looked up as the woman stood. Walking back to the ANBU guard to listen to the female member among them.

"It won't take long. Sakura's the only one Naruto plays with that hasn't left; and she's alone, we can leave after this," Anko told the woman.

Itachi looked at Kushina, breaking Anko's thought process, "Time is of the essence though. I'm sensing a build up near the Administration building."

Kakashi added on, by pointing to the shinobi pug he had summoned earlier sniffing the air "Pakkun has the scent of fresh blood in the streets behind us at the house. If we had left at least 15 minutes later then we did, we would be caught in it."

Kushina nodded, taking out the Hokage hat once again and holding it in her hands, thinking of the Hokage that must be fighting now. She shook it from her thoughts, trying to focus on the present by turning back to Anko, "So, what's this girl like?"

Sakura stood there as Naruto told her the words he never wanted to say, "I'm leaving the village."

The pink haired girl's eyes widened with shock, her voice in shock as she began stuttering, "W-What? W-When?"

"Tonight, but…"

He held out his hand, and smiled at her, "I wanted to come get you first."

The girl shook her head in denial as she moved back, looking away in shame, "M-Me? Why? No one cares about me. Ino-Chan left with her family, and she didn't bring me along."

"I wouldn't be here if I didn't care Sakura-Chan, and Kaa-Chan says it's okay," he reassured, taking a step forward as she had taken one back.

Sakura continued to shake her head, closing her eyes and looking down, "No, I'd just be a burden. I'll stay here."

Naruto froze, looking dumbfounded and in disbelief, realizing now what his friend was trying to do, "Stay here? Sakura-Chan if it isn't safe for me, it isn't for you."

The pink haired girl turned back to him. Her face nervous and eyes trembling, "The Uchiha who took my Okaa-san are out there. The bad people here are getting worse, but I, I-can still hide. I'm not strong enough to leave. I'm not a ninja, I can't fight."

"That's why I'm leaving Sakura-Chan!"

Kushina and the ANBU turned as Naruto began yelling to the girl in excitement, "I'm leaving so I can become a ninja and if that's what you want then you should come with me! We can both become ninja!"

Sakura spoke up, saddened, "You baka. Look at what the bad people did to Konoha. They got away with it. Only the Hokage with strong ninja could stop them, but there aren't any more."

"That's more reason not to give up!"

She looked at him as she couldn't hold back the tears that fell from her eyes, but Naruto didn't quit.

In fact he only looked more determined, stronger, his eyes unwavering in their resolve, "I'm going to become strong and I want you to become strong too! I'll find the strong ninja that are good. Someday Sakura-Chan, I'll come back with strong ninja as the Hokage, and punish those who did this to our home!"

Kushina could only watch on, as Haruno Sakura saw the determination in her son's eyes. She could only watch with her guards, as she clutched the hat of the Hokage in her hands. Her son was young, but the sense of pride couldn't be lost in her. The young girl looking at him with a sense of awe.

Naruto then held out a hand again to her, "But I can't go forward without knowing you're there Sakura-Chan. You're my best friend, my only friend and...and I..."

Kushina's eyes widened as she saw what her son was trying not to say to the innocent looking little girl, but he managed to finish, "I need to know if you're going to follow me there."

It was quiet as Sakura seemed to summon all of her inner strength, grabbing her bag and putting her hand into his, "Then I'll follow you, Naruto."

He grinned. As big as one Kushina had ever seen her son give. He latched onto Sakura, squeezing the girl into a bear hug, "You're the greatest Sakura-Chan!"

Kushina smiled walking over with Anko who laughed as the girl seemed to wiggle and struggle to break the hold on her, "Alright Naruto-kun, don't choke the girl."

The Uzumaki Matriach smiled to Sakura as Naruto placed her back on the ground. She leaned down, holding out her hand, "Welcome to our little family Sakura-Chan."

Sakura looked curiously before nodding, and taking her hand. A bright smile now appearing on her small face.

It wasn't meant to last.

An explosion interrupted the pleasantries as the ninja pug, Pakkun, spoke to Kakashi, "It came from the Hokage office. If you're going to go, go now!"

The ANBU nodded, "Right."

Kushina handed off the two children to Itachi and Kakashi before dropping smoke bombs. The began running quickly towards the village main gate.

Sakura turned her head back with the rest before looking at Naruto, and back at the village for the last time.

10 years ago, Konohagakure no Sato was attacked by a nine tailed fox.

2 years ago, Konohagakure no Sato was attacked from within by those who were meant to protect its people. As they moved forward Naruto looked at Itachi, his eyes filling with anguish and failure at each leap.

1 year ago, Konohagakure no Sato ended a bloody civil war and those who survived, fled. Those who were once the power and influence began to leave soon after.

1 month ago, Konohagakure no Sato's civilian council reinstated ROOT for reconstruction and peacekeeping efforts. When met with opposition, nearly every remaining major and intermediate clan leaves.

1 week ago, Konohagakure no Sato's last funding was cut and diverted by the Damiyo of Hi no Kuni to new villages founded by deserter clans.

1 minute ago, Konohagakure no Sato dies with its Sandaime Hokage.

Smoke rising as the dark buildings and walls soon turned to dead trees. Soon it was the view of the walls from the outside as they began to head further and further away from what was once home. 20 minutes later everything began to change, and the smoke was gone from the sky. The trees began to blossom with leaves again. Sakura looked at the Naruto, and the boy looked back at her. Both children beginning to laugh in relief before falling asleep a few minutes later. For the first time in their young lives, Naruto and Sakura were free from living in that hell. Something like that even made the otherwise demoralized ANBU and Uzumaki Kushina smile.

A/N: Okay so that's the start of this story another AU except this time I'm not using the OC craziness that I had for my multihead monster story of Shattered Youth, which I am still working on, but for those who didn't like the OOCness good news this story isn't that ^^!

Here's what you should know: Naruto has grown up with his mother in the village. The Village however is not so fortunate; after the Kyuubi attack, an Uprising by the Uchiha, which evolved into a civil war, Konoha exhibits the beginnings of collapse. After talks breaking down with the council, the clans of Konoha begin to leave and create other villages. Some hostile to one another. Kakashi, Anko and Itachi, who was unable to perform the Massacre of the Uchiha clan, are entrusted to guard Kushina, and if need be, teach Naruto the art of the shinobi. After 8 years of training and work Uzumaki Naruto is assembling a team of Shinobi, including his friend and companion Haruno Sakura, to take back and rebuild from the Wasteland that is Konohagakure no Sato and Hi no Kuni. Question is, will the Hokage's return be enough to restore their home? Or is the Will of Fire destined to fade into memory?

Don't expect the time skip next chapter there needs to be some more build up, but it's a start.