Chapter 1

A lone figure leaned against a massive oak tree, his breathing coming out rapid and in deep gulps. Golden slit eyes looked over towards a heavily bleeding right shoulder. Orochimaru, praised for being many things, but at the top of that heap of praises the one that stood out the most was the fact that he was in fact a bona fide genius. So the telltale sizzle of an explosive tag sent him moving on instincts built over many long hours of hard work, it would turn out to be a costly mistake. An elbow smashed into his nose causing him to go crashing into and then through a tree. The snake Nin briefly considered throwing in the towel right then and there, but it seemed as if Kami herself had other plans. To his credit he only stayed in the tree for a few moments before dragging himself out holding his shoulder in the process. Various cuts covered his body that simply screamed 'battle'. A lone figure appeared in front of him before speaking.

"Orochimaru-teme. How could you! We trusted you and it turns out you were the reason for all the disappearances!?" The voice came from none other than the one man the pale ninja could ever consider to be a true friend. Jiraiya the Toad Sage.

Now it was said that he was one of the very best at maintaining his emotions. Hell some even used to go as far as to say that the snake sannin could walk in on Tsunade herself in a lesbian orgy and would only apologize and leave without so much as a glance. However, he could scarcely prevent the scowl that his lips formed into before speaking.

"Fool." He started the words dripping forth with venom, " You are too blinded by your devotion that you cannot see the truth. Do not worry dobe, you are going to learn the same way you always do… The hard way."

Enough was enough, the snake ninja could no longer continue with the game of cat and mouse. He was low on chakra and had some annoying wounds that would only become more so if he did not tend to them soon. He would leave the fool to his devices and hope that in the end when the truth is revealed the one he would always consider as a brother did not kill himself in shame.

A friendship that no one could have ever seen coming.

*Flash back – Age 8 Orochimaru*

Orochimaru could barely fight back the urge to literally skip in his step and whistle a jaunty tune. He had passed that wretched academy and was on to greater and greater things. A frown however suddenly found its way to his pale lips as the news of his recently deceased still had yet to have sunk in. It was so sudden after all. One day you are being told by your parents they are going on a mere C-Ranked mission then the next you are receiving their will and a notification of death. Such was the cruel reality of a ninja village in the middle of yet another war about who knew what. The future sannin shook the thoughts away and resolved to deal with it later. No today was the day he would begin his journey into becoming the greatest of all ninja to walk the lands. To learn every Jutsu created to become the greatest! Such were the dreams of children. He turned to the shout of his name only to see the last person he wanted to see running up to him. He was a thin boy with wild white hair and red lines under each eye. He had that infuriating smile on his lips and was waving the leaf head band over his head.

"Ha! I told you teme I could pass that stupid exam!"

Orochimaru sneered at the boy before turning away and walking off before throwing his retort over his shoulder as if it were trash.

"Ha, so even the dobe passed. I guess they were that desperate for cannon fodder."

Jiraiya growled before shouting at the retreating pale boy's back.

"Mark my words you bastard! I will be the strongest Shinobi ever! Even stronger then the first mark my words."

The last thing Jiraiya heard before Orochimaru disappeared was the whisper in the air.

"Prove it."

*End flash back*

It would later in the years of their being a Genin team would he come to see the dobe as more than just an annoying brat who talked a big game but had none of the strength to back it up. To this day Orochimaru could not tell exactly when the change came, but he was none the less glad in the end that it did happen.

Orochimaru was saved only by years of intense physical training and the drive to be the best. He leapt away from the tree just before a jutsu slammed into it leaving a massive spray of splinters in its wake. The Rasengan that smashed into the tree continued to drill into the ground for another second. Jiraiya quickly stopped the chakra flow and jumped back his right fist reared back to attack. Orochimaru merely offered a small sad smile at the thought of his once brother actually managing to become as strong as he used to dream about as a child.

To the snake sannin being not only a genius but a hard worker, the world was moving in slow motion. He merely twisted gracefully to the side and dodged the punch before bringing his right hand up in a knife edge to the other's chest. The two jumped away from each other their breaths coming forth labored and intense. Sweat, blood and grimed dirtied their faces.

"Curse you old man, " Orochimaru muttered under his breath. There was only one old man he could be cursing at that moment and it just so happened to be the bastard that put him in this particular position .

The third Hokage was always known as a true Shinobi of genius for as long as he could remember. He was the proud student of the second and first Hokage and blessed with a multitude of abilities that have earned him the nickname of "Kami no Shinobi". His love for his village knew no bounds, but there was no boundaries he would not cross. The world was not some fairy tale place where everyone could hope to come together and under the will of the fire hold off any and all advances from other villages. That simply was just not the case and could never be so.

That very man could be found in a dark dank corridor somewhere under the very village he swore to protect. With the mere flick of a wrist a small Katon jutsu was released causing a chain reaction of many other torches to light up. Regal robes barely scraped the ground as he walked till he was in front of what appeared to be but of earth and stone like the many others he had passed. A flurry of hand seals were weaved in less than a second before the wall gave a soft glow. A latch could be heard unhinging. He slowly pushed it open and arrived in a giant brightly lit up medical bay.

Sandals made little sound as he walked through the room he passed large glass tubes that each held a person floating in suspended sleep. Each container was marked with various numbers and a small clipboard with paper work. The Third was unconcerned about those particular projects and was more interested in one. The one project that could finally help him achieve his lifelong dream of a perfect weapon. He arrived in front of a smallish man the top of his head covered in dark unkempt black hair. The slightly too big glasses that rested unstably on his nose slid down slightly with each move he made. He frowned at the Hokage in front of him before giving his report.

"I am sorry Hokage-sama, the test results were not what we had hoped. As it stands only one subject was able to successfully integrate with the First's bloodline and live. We are quite frankly running out of ideas and I do not wish to waste the rest of the test subjects on a one in a hundred chance," his words were nasally and filled with fear. He took a nervous breath before continuing on. " I suggest we move on to stage two and begin working on the enhancer seal. I hold higher hopes now after getting the D.N.A off of one Jugo something or another, I do not remember and it is not important anyways."

The third Hokage wanted nothing more than the very best for his village. He imagined his village as a massive tree its trunk thick from years of growing. The people were its great many leaves that covered the branches. He was the protector of this tree, and if a few leaves had to be sacrificed for the better of the tree then so be it. However, do not misunderstand. The Third was not an evil man in his own opinion. No rather he was a leader whom had the entire village's best interests at heart and in these interests some questionable things were going to have to be done. He thought of it as a fair trade for all those comforts one got to enjoy when they were not at war with this person or that. Oh well at least there was always that one. The special one that was actually able to survive the intergration of the First's ultra-rare bloodline. Yes code name Tenzo would have to do on that front. There were other projects that needed to be done anyways.

"Ok. Begin the testing."

The Hokage was about to turn and leave when suddenly the man cleared his throat again causing him to stop in his footsteps.

"Forgive my… Suggestion, but if I could maybe use… The Kyuubi boy I co…"

The man could continue no longer before the massive killer intent slammed into him like a sledge hammer. He grasped his throat falling to the ground as the famed Sandaime glared at the pathetic man. His words were razor sharp and held no room for rebuttal.

"I have told you this before, Naruto-kun is off limits. He has been selected for another project that I myself will be personally overseeing. See to it that you do not bring this up again" the Hokage paused for a brief second before ideally stroking his goatee. "Or I will be forced to… Remind you that following orders are in your best interest." And like that the killer intent was gone.

The scientist was on the ground lying in a puddle of his own urine and shame. He could manage barely a nod to show he understood. The Third Hokage simply looked down at the man before speaking again.

"Good. Now go clean yourself off, you have work to do."

With that he was gone leaving zero trace he was ever there leaving the man curled on the ground shaking like a leaf in the wind. Judge not the man with the unenviable task of protecting a village at any cost. After all any good leader would do it.

Orochimaru sighed as he leaned against a large rock and coughed a small bit of blood into his hand. He did not know why but for some reason Jiraiya decided he had had enough and left. The Sannin was not about to look a gift horse in the mouth and fled leaving Konoha far in his wake. It was now hours later that he could finally rest. However, it was thanks to sense finely tuned over years of war followed by battles for whatever was needed, that saved his life yet again. The Kunai that he has barely avoided was buried to the hilt in a stone buried in the ground. Sannin narrowed his eyes at the one who threw it. He knew this one was not one to be trifled with as a gravelly voice filled the nearby area.

"My my it seems the stories about you at least hold a shred of truth." The hunched figure moved slowly towards Orochimaru before continuing. " My name is Sasori and I have a proposition for you."

Now for as strong as the Sannin was, he knew of Sasori of the Red Sands and all of the stories behind his power. Even in perfect health the pale ninja knew a fight between them would be a very close one. Much too close for the Snake ninja's liking. So the decision was easy.

"Go on."

"Jiji!"

A boy no older than seven burst into the room and leapt at the old man behind the desk. He wrapped him up into a tight embrace and began to jump about upon quickly releasing.

"Come on you promised!" Cerulean blue eyes stared with their patent puppy dog look.

The third looked down and chuckled at the blonde's antics before patting him on the head.

"Ok ok let's go."

Naruto jumped up into the air and thrust his fist up.

"Yatta!"

The two could be seen later walking down the street. Well one was walking the other was running about like a squirrel on crack.

"So then Iruka-sensei was all like 'If you want to become strong ninja of the village you have to know about all of this. But Bahhh what does history have to do with anything? I want to learn Jutsu and more Jutsu! Then I am coming for that hat old man so don't get too comfortable with it! That's my promise of a life time!"

Sarutobi Hiruzen could only smile at the boy's proclamation before clearing his throat and speaking at the boy in his kindly old grandfather manner.

"Now Naruto-kun, he is right you know. The first lesson I was taught as a boy was to learn history. As the first told me, those who are not aware of what has passed are doomed to repeat it" the third stopped for a brief moment before glancing back down at the small boy and finishing his talk. "When I first heard that I did not understand it, but do you want to know what Naruto-kun?"

The blonde had stopped jumping about and settled down to look at the old man. His eyes seemed to grow wide with interest as he took in what he had to say.

"When I learned the meaning of that saying it was almost too late. You see we are creatures of habit. If we are not aware of what our previous generations went through and learned we would end up making the same mistakes. Only they could end with our own demise. Do you understand what I am trying to say?"

Naruto scrunched up his face and tried his best to make sense of what the old man just said to him. However he was but a mere child and a fairly dull one at that so it was akin to demanding a brick wall learn to move its self about. So it was not surprising to the old man when the boy just shook his head no.

The third sighed before slowly gathering his thoughts together and speaking. "Naruto, tell me do you know of the Forth Hokage?"

Now the boy knew all about him. The Yondaime was his hero after all. So he quickly nodded up and down. The third nodded his face a mask of a gentle old man. It was one that he had perfected long ago. He cleared his throat then spoke. "Well if we did not know how he saved the village that faithful day all those years ago, if another great beast were to attack how would we know how to defeat it?"

Naruto's eyes lit up as if a bulb has just went on. He looked at the third with something akin to amazement before speaking slowly. "So… I should learn about this boring history stuff… So I know what to do if something happens like back then?"

The Hokage looked down at the boy before gently nudging him forward so the two were not simply standing in the middle of the road any longer and continued towards their destination.

"Yes something like that. However you should take in everything Iruka-san is trying to teach you and grow to become the great ninja I know you will become" the old man winked at the boy before continuing slyly. "After all I cannot hope to keep up this job forever after all."

Naruto walked slowly at the side of the strongest of all the Shinobi in the village and seemed to soak in the words the famed Hokage was saying. He looked down at his little hands before balling them into tight fists. He would not disappoint the old man. That was a promise of a life time.

The two arrived at a small ramen shop a few minutes later and all sense of seriousness evaporated from the boy's face. No matter what they could be talking about when ramen entered the picture the third might as well been screaming himself hoarse at a tree.

"Oh man Miso ramen here I come." Naruto rubbed his tiny hands together in glee at the very thought.

The two arrived at the small stand and Naruto was quick to make his desires known. "Hey old man! Two bowls of Miso to start off then, I want pork to follow them!"

Teuchi smiled at his favorite customer. He looked over towards the Third and offered a low bow of respect.

"And for you Hokage-sama?"

The third slid on to a stool and offered a small smile towards the ramen chef.

"Just a beef for me please."

The ramen chef offered another less deep bow before going back into the kitchen area to prepare. As soon as he left a brown haired girl came bouncing from the back and grabbed the small boy into a tight hug. She cooed at the boy before pouting.

"Awwww Naruto-chan is too good to say hi to his favorite big sister!"

Naruto growled before struggling in vain in the stronger older girls grasp. Finally she let him go and the boy crossed his arms over his chest and pouted.

"Aww Ayame-chan you know I hate being called Naruto-chan!"

Said girl only ruffled his hair which also annoyed him to no end before offering a polite bow towards the village leader.

"Good afternoon Hokage-sama."

The Hokage offered a smile and a tilt of his head in acknowledgement before glancing down at the freshly placed bowl of ramen in front of him.

"Eat up Naruto-kun it will get cold."

That was all it took before the boy went from pouting to eating. It still even after all this time amazed the Third at how fast he could eat. Never mind the sheer volume of it that also defied all logic. The third frowned at the thought of the younger boy eating like a possessed being. Must be nice to be young.

After the meal was done, the third and Naruto bid the family of ramen chefs a good night before walking back towards the tower. As the sun began to further set down into the sky Naruto being unable to stay still or quite for long period of time snapped the silence with a question that caused the old man to almost lose his composure. "Hey Jiji, why… Why do the people look at me like they hate me?"

The third sighed before pulling out his pipe from within his robes and spoke as kindly as he could.

"Naruto-kun… Sometimes people are blind to what is in front of them. Sometimes while time usually heals all, it takes more than just that." Sarutobi looked down at Naruto and ruffled his hair. "Do not fret about them and only worry about how you can make yourself the best ninja you can be. Protect them and show them your will of the fire and I am sure those looks will disappear."

Naruto frowned. He may have been a child and was most likely not the sharpest tool in the shed, but he knew when he was being taken for a ride. Hell having to survive like he has for so long with people wishing nothing more than for you to disappear, he was bound to pick up a few things. However he knew when to stop pressing an issue, and this was one of them. After all every time he asked the question he always got the same answer. Oh well he had hoped tonight's would be different. He'll try again at some other time.

"Well you should head home. I have more work to do. Do not stay out late."

With that the Hokage walked into the tower leaving Naruto standing in the ever growing dark street. The young boy placed his hands into his jacket pockets and turned towards his rundown apartment. He had a lot of thinking today and tomorrow was another boring day of class to force himself through. As he walked the ever growing darker streets his small body found itself shivering from a rather cold wind. Small hands tried to warm up cold arms but it was useless.

"Should have worn a thicker jacket."

Then it was as if a brick smashed into the boy's face. The smell of death seemed to permeate in the night's chilly air. The blonde bundle of energy stopped in front of the Uchiha district and frowned. Something deep within seemed to stir in excitement at the smell of blood that seemed to hang stagnant in the air. Naruto took a cautious step towards the gate of the red eyed guys whom always seemed to be around when the glares simply were not enough for some. As he peeked his head around the gate the small boy was quickly on his backside as he gasped in shock at the sight of dead Uchiha bodies everywhere. Just as he was about to turn and run the shrill shriek of a kid no older than him echoed through the ghostly compound. Naruto growled before racing into the Uchiha ground in search of the boy. Maybe he could help somehow.

"Foolish little brother, if you are ever going to hope to beat me you have to have true hatred in your heart. Hate me for taking away mother and father and come for me when you have eyes like mine."

Itachi stared impassionedly at his younger brother before turning to take off. However the last thing the Uchiha prodigy ever expected was the small body of a certain blonde Jinchiruki to slam into his chest taking him off of his feet. Naruto started pounding with everything his small fists could muster. Itachi took a mere half of a second to piece together what had happened before easily picking the blonde child up and holding him in the air kicking and screaming.

"…"

Naruto screamed at the top of his lungs causing the Uchiha to finally send the boy into a sleep induced Genjutsu. The ever stoic Uchiha looked closely at the boy and realized that it was in fact the young Kyuubi container. As his mind ran a million miles an hour he glanced down towards his unconscious brother and the blonde knocked out container in his hand and frowned. The shout for him to cease caused Itachi to shake out of his musings and drop the boy before taking off ANBU hot on his trail.

The Third stood in front of the large window in his office that overlooked the village. His pipe dangled between aged lips as smoke lazily drifted forth. Sharp extremely well trained eyes caught sight of the strongest Uchiha in this generation fleeing from the village with ANBU hot on his trail. A frown mired those aged lips before he turned towards the only other person in the room.

"You may keep the eyes you find, but I will be keeping Shisui's eyes.

Danzo frowned. He had hoped to get that one for himself; however he would gladly take the offered deal anyways. He would be a fool not to.

"Hai Hokage-sama. That will be most acceptable."

Sarutobi Hiruzen pulled forth a pipe from his robes and knocked it gently against the desk behind him before repacking it. After a lazy Katon Jutsu smoke could be seen curling up from the pipe. The third Hokage was not an evil man. He loved his village with every bit of his heart, but he was realistic. The ninja world was a dark and dangerous place that will eat you up and spit you out if you were not prepared to make hard decisions. The Uchiha clan was a valuable clan to lose. That much was true; however the risk of a bloody civil war was simply not acceptable. So a deal had to be made with a man he would rather never deal with.

"Shame I had to lose Orochimaru in the process. He was a valuable asset."

He was no fool. Sacrafices had to be made sometimes. Someone had to take the fall for the labs that had been found by that fool Chuunin, and Orochimaru just fit the bill all too perfect. A smirk crossed the Third's mouth before he turned and left the room a small hop in his step. Soon his village would have the perfect weapon and if he could help it, future Hokage to ensure the continued prosperity of his beloved village. Although he was slightly sadden by the future of events that would have to happen soon. It could not be helped. The boy would have to face the harsh realities of life sooner than later.

(AN: I do not usually do post story AN's but I feel it important to make sure everyone kind of gets what I am aiming for. Basically the premise of this story is what if it were not Orochimaru whom did all of those experiments but rather the Third? However unlike with Orochimaru's intentions the Hokage is doing it in a misguided attempt to ensure that Konoha stays top dog. Basically Grey Sandaime, Grey Danzo, and not a good Orochimaru but rather not an evil one. Naru/Temari pairing and other character ones later. This is not a romance based story so the pairing will not be the main focus early on.)