Kakashi crouched on the ground, breathing hard. They were fighting in the middle of a destroyed town. Behind Pain, the ground abruptly ended, with a 1000 feet drop if anyone was ever stupid enough to jump off. Out of the corner of his eye he saw Naruto, Sasuke, and Sakura standing next to him, facing Pain.

"Give up, why continue suffering needlessly when your defeat is inevitable?" Pain said.

"SHUT UP!", Kakashi turned to see Naruto pointing a finger at Pain, "Don't be so sure, I'm going to defeat you and become Hokage, just wait and see!"

Sakura turned to Kakashi, "Sensei? Are you alright?"

"I'm fine Sakura, concentrate on healing Sasuke's arm."

Kakashi thought back to when Sasuke had first showed up to help them against Pain.

(Flashback)

"Sakura, watch out!"

Kakashi watched in horror as Pain grasped one of his black rods in his hand and stabbed it towards Sakura's heart. Naruto tried to stand up, but his legs were under the stone that had collapsed on him a second ago. Kakashi started running towards Sakura and Pain, but he knew he wasn't going to make it in time.

Just as the rod was about to hit Sakura, a black blur appeared before her, stirring up a bunch of dust. When the dust cleared, Kakashi couldn't believe his eyes, it was Sasuke, and the rod was in his right arm instead. Pain's eyes narrowed as he studied the newcomer. Suddenly a ball of lightning appeared in Sasuke's hand and he thrust it at Pain. Pain leaped back a couple of feet to avoid Sasuke's Chidori.

Sakura said weakly, "Sasuke…"

"SASUKE!"

Naruto shoved the rocks of him, staring at Sasuke. Sasuke turned slowly and faced Naruto.

"I'm sorry...Naruto...Sakura...Kakashi-sensei"

Naruto smirked, "took you long enough to realize it, stupid."

Sakura smiled, "welcome back...Sasuke."

"Well, Sasuke, I guess you finally decided to join us," Kakashi smiled, he finally came back, maybe he hasn't failed as a teacher yet.

(End Flashback)

It was four against one and they still couldn't beat him, just how strong was this Pain? Kakashi tried desperately to think of a plan, but he knew none of them would work. Right now, Pain was stronger than all of them. Naruto's Kage-Bushin no Jutsu, Sakura's immense strength, and Sasuke's Chidori has never even touched him. He himself was running out of chakra, and all Pain had to do was do the Almighty Push every time they came close.

Suddenly Naruto stood up, "I've had it with you, I'm taking you down no matter what!"

"Wait, Naruto! Listen, this is what he wants, don't let your anger get the best of you"

However, Naruto wouldn't listen. He started running towards Pain with the Kage-Bushin no Jutsu sign.

"Kage-Bushin no Jutsu!"

100 Naruto clones appeared and started to attack Pain. Meanwhile, Naruto and two other clones started channeling chakra. Sasuke and Sakura started to attack Pain as well. Sasuke held Chidori in his hand while Sakura charged at Pain with her fist held ready. Kakashi had a bad feeling as he struggled to stand up.

As they started to get close, Pain shouted "Almighty Push!"

All 100 clones, Sasuke, and Sakura went flying back. Sasuke and Sakura crashed onto the crumbling buildings while the clones started to puff out of existence. Out of the smoke caused by the clones, Naruto burst out and sprang towards Pain.

"Rasen-Shuriken!"

Kakashi expected Pain to push Naruto back. However, Pain merely looked at Naruto, not moving. Kakashi had a bad feeling as Naruto descended upon Pain.

When Naruto got within an arm's reach of Pain, Pain raised his arm, and in his hand, was a metal rod, aimed for Naruto's heart. Naruto tried to dodge out of the way, but he was moving too fast. Kakashi ran towards Naruto, hoping, praying, that he was going to make it in time.

Kakashi threw himself in front of Naruto and gasped in pain as the rod that was meant for Naruto buried itself into his flesh. Pain's eyes widened, and behind him he heard Naruto gasp.

"NOOOOOOOOOOOOO!" Sakura and Sasuke shouted as they charged forward.

"Kakashi…...sensei?" Naruto said weakly.

Pain said, "This was...unexpected, Kakashi Hatake. All you've done is delayed your student's deaths."

"No...I haven't."

"And why is that?"

"Cause you're going to die!" And Kakashi thrust the Chidori into Pain's chest in a move too fast to even see, "If I'm going to die, you're coming with me."

Kakashi slowly took his hand out of Pain, and turned around to face his three students, the three people he treasure most. Sakura was staring at him, tears filling her green eyes. Sasuke looked at him like he couldn't quite understand what was happening. Then he looked at Naruto, he was clenching his fist so tightly that blood ran down his hands.

"Kakashi-sensei...no...don't you dare die on me."

Then Kakashi felt his strength leaving. He slowly fell backwards off the cliff, and the last thing he saw was a blue sky.

I'm sorry Naruto...Sasuke...Sakura. Obito, Rin, Sensei, Father, Mother, I guess I'm finally joining you now.