Spoiler-alert! This is pretty much what happened in Shippuden episode 165-167, so don't read if you hate spoilers! It changed a bit, since it's a fanfic.

This is from Naruto's POV

Ughh, the Preta Path's got hold of me! Ugh, what should I do? What should I do? He's absorbing my Sage chakra! Ugh! I thought as the Fifth Pain pinned me. Think Naruto, think! A ha! Got it! It's perfect! I can be still! Terrific! A lightbulb went off in my head. I stayed still, and let my Sage chakra flow. Suddenly, the Preta Path's face got demented (can't say it already was), and looked more like a frog's.

Yes! My plan was working! Sage chakra was very hard to control. Taking too much will turn you into a frog statue (like what the Fifth Pain's undergoing), but taking in too little won't make your Sage mode activated. Very difficult, took me a lot of tries, even trained by Ero- sennin (Jiraiya).

Slowly, the Fifth Pain started to morph. First, his face bulged out, and turned green. Second, his arm turned all frog-like and turned green as well. Slowly, his whole body turned to stone. Ugh, his grip was SO tight! With a tug, I broke free of his grasp.

I panted and sweat dropped. "I guess it's just you and me now, Pain!" I said, slightly smirking. It was difficult, because I just had most of my chakra absorbed out of me.

"I'm actually quite impressed. No one has ever advanced this far in Pain. You're quite lucky, Naruto-san," Pain said.

My breath became ragged. I looked behind me to discuss some battle strategies.

"We'll prepare the genjutsu! Just stall, Naruto-boy!" Fukasaku called. Shima nodded.

"Let's go!" she cried. I glanced at my opponent, Pain. I probably didn't have much chakra left, so I did the best I could.

"Hi-yah!" I cried as I tried to land a punch on Pain's face. Well, that didn't work. Behind me, Fukasaku shouted.

"Almost done, Naruto-boy!"

"I've had just enough of your genjutsu!" Pain said. "Almighty Pull!" Old gramps Fukasaku was pulled towards Pain. He extended a Chakra Disruption Blade and stabbed the frog/toad!

"Fukasaku!" I cried out. Then, he used Bansho Ten'in to push Shima. After the five second interval, Pain pulled me towards him and stabbed me using several of his Chakra Disruption Blades. As I laid, pinned to the ground, he lectured me about peace. Pfft, who is HE to talk about peace, when he's the one DISRUPTING peace?

"Naruto-san, I've avoided all your internal organs, but you will not be able to walk by yourself," he replied. No duh.

Pain went to tell me about the reason why he killed Ero-sensei. Turned out because he wanted to restore peace. Really? That's not gonna cut it for me.

"There's no peace as long as the shinobi world exists," he concluded.

"You have no right to say that, Pain!" I shouted, outraged.

"How would YOU stop war and bring peace?" Pain questioned me. That question threw me off guard.

"...I haven't thought about that. I haven't thought that far yet," I responded.

"The point of the Akatsuki wa to bring peace. The reason for the bijuu (tailed beasts) capturing was so that we could create a weapon from their chakra to destroy an entire country," Pain explained. What?

He advanced closer to me, ready to capture me. Wait! I wasn't surrending now , was I? No. I never back down! I tried to struggle, but the blades held me in place. What to do, what to do? Umm, so he wants the Kyuubi to complete the weapon. Does that mean he already got the others? Man, this is confusing! I thought. I shut my eyes, hoping this was a nightmare, but I knew it wasn't.

Just then, when I opened my eyes, I saw someone coming towards me. Who in the right mind would come? I caught a glimpse of the face. It was a girl, with navy blue hair...

I was shocked. Why did she come? To help me? To defeat Pain? (We all know that's impossible!) What was she here for?

This is my first Naruto fanfic. Enjoy! By the way, I would be happy if you review!