Summary - The Akatsuki are somehow (by some impossible and unforeseen twist of fate) turned into cats, yep you heard me, cats; every last one of them. So why is Naruto now stuck looking after them?

Disclaimer: I don't own Naruto or any of its characters; they're the property of Masashi Kishimoto.

The characters are gonna be out of character so please don't comment on that because I've already pointed it out and if you do tell me that then you're just gonna look like some silly idiot who likes to point out obvious things.

This story may contain shounen-ai at some point, if you don't like it, then please don't read.

"Normal talking"

'Thoughts' and 'Naruto talking to Kyuubi'

'Kyuubi talking to Naruto'

"When Naruto's in his mindscape he and Kyuubi will talk like this as well."

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Chapter 1: Not dying yet! The seal backfires

Pain; it was the first thing Naruto's mind registered.

It was a horrible fiery pain that sunk its claws into his very soul, and slowly, agonizingly, tore it apart. Every fiber of his being was screaming in protest as his very life essence was drawn from his limp body, which was suspended just a few feet from the ground. His mouth hung open as he screamed silently, and he wondered briefly how stupid he must have looked right about now.

'This is it, I'm dying' he thought faintly as pain of a different kind ripped though him. 'I'll never see my precious people ever again.' Images of those dearest to him flashed through his minds eye. Iruka, Sakura, Kakashi, Jiraiya and Tsunade, Gaara, the Konoha eleven . . . Sasuke. He dwelled on the last image the longest, regretting the goal he couldn't reach and the promise which he swore never to break.

Then, he heard it.

It echoed in the far corners of his mind, a long drawn out sound, which spoke of deep agony, and rage.

Finally, he was able to recognize what it was; another being was screaming with him.

'Kyuubi' Naruto's voice was weak and chocked even in his own thoughts.

'Kit' the other voice answered back, sounding just as strained.

'I'm coming to you' the blond said as he plunged himself into the recesses of his mind.

It was exactly the same as when he'd last been here. The thick bars of the cage reaching up and up and up until it hurt to bend his head back so far as to look at them. Intricate swirls decorated both sides of the enormous metal doors, and a small rectangle with a single word engraved into the smooth metal was planted just out of his reach, right in the middle, like a lock with no keyhole. But he had no time or any desire to admire the ornate gates; he had to see Kyuubi, now.

Two luminous red eyes materialize out of the endless black, quickly followed by the rest of the fox's body. It seemed that too much pain and exhaustion had brought the legendary demon - the one who could destroy mountains and create tsunamis with a single tail - to lying on the ground, so weakened that he could barely lift his head.

Naruto stared at his tenant with sad eyes, falling to his knees at the foot of the cage as he gasped in pain and tried to hold back the tears threatening to fall.

Kyuubi rolled his head to look at him with remorse filled eyes. "You look pathetic" the demon rumbled in that familiar deep voice, the one that had nearly made him wet himself when he'd first been here. His attempt to joke about the situation was pointless.

Both Naruto's expression and voice was bitter as he spoke "I was too weak, and now we're both paying for it." Then his tone went so soft that it was almost nothing more than a murmur "You've been the only constant in my life Kyuu, the one thing I could always count on. I'm grateful for everything you've done for me", the blonde's lips twitched and pulled into a ghost of a smile "even if you were really grouchy and perverted sometimes." Naruto leaned his head against the cold metal bar next to his head and chuckled weakly. It was a bleak sound which may as well have been a cry of despair.

"I'm sorry Kyuubi" Naruto uttered softly as his battle with the tears failed.

The fox stared hard at the human kneeling in front of him, thanking him - the very thing that made his life the hell that it was - and mourning, not only his own death, but for inadvertently causing his as well.

Kyuubi had long since lost his determination for escape, the rage which fueled his destructive nature quieted by a learned appreciation for individual life. He accepted his fate, to live out how ever many of his days were left trapped within his host. But as he looked upon the silently crying boy, a great surge of determination washed over the demon. It coursed like fire throughout his being, running into his limbs and forcing them to heave his colossal body from the ground despite the crippling pain.

"No!" the fox growled out suddenly as he struggled to his feet making Naruto raise his head to look at Kyuubi in shock.

"No? Kyuubi wha…" the blond had to crane his neck to look at the huge fox and trailed off upon seeing the hard stare that was leveled on him.

"I will not just let this happen, you will not die here! I'll be damned before I let you give up too!" Kyuubi's voice boomed out and echoed throughout the many sewer-like hallways. Naruto just stared at him with wide shocked blue eyes, tear tracks running over his whiskered cheeks.

The demon gathered every last ounce of chakra he had left and with a deafening roar he sent it out in one gigantic wave.

Naruto clapped his hands over his ears and screwed his eyes shut as the energy forced him out of his mindscape.

When he was jerked back into awareness the pain instantly tried to take him once again, but the Kyuubi's chakra flowed out, shrouding him, and exploding in waves. The fury behind it was almost tangible as it shook the statue and hit the very shocked Akatsuki full on, making them have to attach themselves to the pillars they stood on with their own chakra. Even then they still found it difficult to stay standing where they were as the boy below them convulsed and arched his body with another silent scream ripping up his throat.

"What the hell is happening!" someone shouted as the terrible red chakra set the room alight with an eerie red glow.

Suddenly there was an incredibly loud inhuman scream and the sealing jutsu was forcefully cut off. The chakra that suspended the jinchuuriki faded and the eyes of the statue started to close. The body hit the ground with a dull thump; everyone's ears were still ringing from the former shrieking scream.

Then, an unnerving silence took the room into its clutches, making the Akatsuki shift nervously. From where he stood Uchiha Itachi narrowed his eyes and focused them on the still faintly glowing boy, who he could easily see despite that fact that the room had been plunged into darkness again.

"What just happened, un?" Deidara asked in a quiet mystified voice. Everyone was confused, the jutsu had been stopped, that had never happened before, and no one was sure what they should do now.

Pain ignored his subordinates, who were now talking among themselves in angry and confused tones, and turned his gaze to the statue. It was too much of a clean finish, something that powerful couldn't just be cut off so sudden and forcefully without there being some kind of backfire. The repercussions of the jutsu could be anything. Who knew what the rampant chakra would do when it finally exploded, because he knew that eventually it would.

Just as he finished that thought, a bright light started to come from the statue and began growing at an alarming rate. Soon it was almost blinding and everyone had to avert their eyes as a faint humming sound floated around the cave. The light just got brighter and brighter, until they couldn't even see each other anymore. Every one of them felt an incredible pain rip though their bodies, and then… they knew no more.

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Naruto shifted slightly and let out a groan as the movement caused little bolts of pain to shoot up and down his entire body, making it tingle unpleasantly.

'Wait . . . pain . . . I'm still alive?!' his thoughts were sluggish as he processed the situation.

'Kyuubi' he called out with apprehension, and waited with dreading anticipation for an answer, half expecting to be met by silence.

'Yeah' the low familiar voice rumbled, sounding tired, but there.

'You saved us' it wasn't a question it was a statement, and the young shinobi's voice was filled with wonder and a definite undertone of relief.

'Yes' Kyuubi answered back in a way that sounded like there should be a 'duh, and what about it?' attached to the end.

For a while Naruto was completely silent and the fox started to get a little bit worried.

'Kit?' he called out and was surprised by the response he got.

'Thank you' Naruto said in a strangely quiet and somber voice.

'Your welcome kit' was the sincere reply, but then Naruto could practically feel the grin as the fox began to speak again 'besides, I really would prefer to stay where I am rather than being in that stupid statue, its way too much fun being able to tease you.'

'Bastard fox' Naruto growled back as the demon snickered, but he was smiling too.

Slowly the blonde's eyes fluttered then opened and it took a while for them to adjust to the darkness that pressed in on him. Cautiously he probed the surrounding with his senses and found something that made the shinobi freeze and then frown in confusion. Faint chakra signatures were spread out all in different sections of the cave. But this is the part that was confusing him. When he'd found the little blips of energy he'd thought that they had been the Akatsuki members, just hiding their signatures. But these were so low that it was more like they were coming from some kind of animals. Where were the Akatsuki? Surely they wouldn't just leave him here if the sealing hadn't worked. The closest energy was about 20 feet away and after a few more moments of probing he deemed it safe enough to look around.

With deliberate slowness, the jinchuuriki used his arms to push his upper body into an upright position so that he could see better, all the while wincing at the soreness in his limbs. Almost immediately he hunched forwards, curling in on himself as a strong unexpected stab of pain came from his abdomen where the Kyuubi's seal was. After a few moments it subsided enough fro him to straighten out again, and he did so tentatively, weary of making any more sudden movement. Naruto swept his eyes across the cave; first the walls then the ceiling and finally the floor. When his eyes landed on a suspicious dark shape he found himself squinting as he tried to figure out just what it was. The 'dark blob' as he'd dubbed it, was rhythmically shifting up and down, and then it clicked. The 'blob' was breathing. It must have been some kind of animal that was lying on its side, just 20 feet away, as he'd predicted earlier. The fur was most likely black, because it was completely unnoticeable in the darkness of the cave, even with his enhanced sight. The only reason he'd found it was because he'd been deliberately looking for something small. He shifted his eyes from the unidentified creature and swept them across the ground searching for the others that he'd detected. There were two, closer together and not too far from the first one. They'd been easier to spot because one of them had a much brighter fur color. It looked like a very dark yellow from here, probably a golden colour in sunlight, the other had a brownish looking fur colour, but he couldn't identify it properly from this distance. Once his little search was finished, he'd counted up ten smallish animals, in varying colors, all across the floor. But that still didn't explain why the Akatsuki weren't here.

With a sigh Naruto agonizingly flipped onto his knees and pushed himself up to stand on wobbly legs. He steadied himself and slowly started to walk over to the closet animal with a slight limp, and an arm wrapped around his middle as it throbbed unpleasantly.

He circled the creature and his eyes widened as he took the thing in at a closer distance, it was a, a . . . a cat! A very handsome cat! Sleek black fur an elegant looking body and perfectly straight whiskers.

Something with a faint glint to it caught the blonde's attention so he crouched down to see what it was. Around the cats slim ebony neck, was a strange collar; it almost looked like a necklace. He fingered it cautiously while his eyes flickered nervously to the cats face to see if he'd disturbed it, but it didn't react at all. For a moment Naruto wondered if it was dead, but then he mentally slapped himself for thinking that when he had already identified that it was clearly breathing.

'Sometimes I'm such a blonde' he thought with a small frown.

'Yeah, you're not wrong' a voice butted in snidely.

'Shut it fuzz ball' he snapped back as he continued to observe the necklace.

'Why does this thing seem familiar?' he mused quietly as he stared at the strange little collar. An image flashed abruptly through his minds eye. It was a recent memory.

Uchiha Itachi, standing in front of him as he undid the clasps of his cloak, for the fight that would soon start; and there, nestled just above his collar bone, was the very same necklace.

With a muted gasp, he pulled his hand back as if it had been burned and something close to horror spreading across his face.

'Soo, either the Akatsuki have a sick sense of humor and are playing some twisted kind of prank on me', here he inhaled deeply 'or, they were all turned into cats' and he let that breath out in a rush of air.

'Which one is more unbelievable; prank or cats?'

His eyes sweep over each dark lump slowly.

'Prank', he sighed loudly. 'The Akatsuki would never do something like that. Deception sure, they do it all the time, but not pranking.'

'Still . . . this can't be right' he shook his head as his luminous blue eyes swept over the cats with apprehension once again, wondering who was who.

Once again the blonde did something he'd been doing a lot lately, he sighed, still not quite believing what was happening.

'So now the question is, what I do with them?' his brow knitted together again when the obvious answer floated though his mind.

Kill them while he had the perfect chance to.

'I know I probably should, it's what any other shinobi would do, considering how much of a threat they are. But it just seems so . . . wrong.' Naruto peered at the face of the oblivious Itachi-cat just lying there unconscious, probably the most vulnerable position he'd ever been in since the very early years of his life.

'It is wrong, they're completely harmless now, so there would be no point in killing them like this. Besides, there could be a way to get information out of them.' The blonde sighed again deeply, 'I'm way too soft.'

Having convinced himself of his decision he then realized he had absolutely no idea how to get them all back to Konoha.

Scratched the back of his head the blue eyed blonde stared blankly at the floor and struggled to think of anything. After a few minutes he gave up and opted to ask Kyuubi instead.

'Uhhm Kyuu. How could I transport 10 cats back to Konoha in one trip, by myself?' He asked his question in a rush hoping the still exhausted demon would be of some help, and not blow up at him.

'What?' the fox asked in a voice that questioned the blonde's mental health.

Fidgeting in a somewhat nervous manner he slowly started to speak. 'Well I'm sure you've also noticed the absence of the Akatsuki by now, and I'm pretty sure I know why.'

'Aaannd'The demon drawled and Naruto could hear the frown in his voice.

'Ithinktheyallgotturnedintocats' he rushed out in a quick babble of words.

'What?' The demon asked again.

Naruto not wanting to have to explain it, chose to use a shot cut of sorts, 'No never mind, I'll just show you' he muttered slowly in a low voice. His eyelids slid closed and he concentrated on everything he'd done in the last 10 or so minutes. The memories flooded from him and passed swiftly to the demon showing him everything, including the conclusion Naruto had come to.

First there was silence, then there was more silence, and then the damn broke. Booming laughter rattled around in Naruto's head making him cringe from the sudden loudness of it. It went on, and on, until he was certain that the fox had lost it.

Finally, Kyuubi had calmed down enough to speak coherently and with a last snicker he sobered.

'Well, how . . . odd' it was slow and a bit too calm for the blonde's liking, but he just let it slide.

'So you're not going to call me mental? You'll actually help?' he asked hopefully.

'Sure, why not. But if your stupidity really does get up killed this time, then I'll be dragging you to hell with me.' The fox warned him with a little growl for enfaces.

'Yeah, yeah whatever' the shinobi waved off the warning airily, completely unaffected, and continued on despite the annoyed mumbling of the demon. 'So how do we get all of these . . . furry critters out of here anyway?' he inquired in an almost offhanded kind of way. Inside of his head the nine-tails snorted at the use of the term furry critters for the once deadly S-class criminals turned cats.

'Hmm, I'm actually not sure. The only thing I can think of is if you were to find some kind of sack to put them all in.' The demon contemplated out loud.

'Hay, why didn't I think of that. Alrighty, a sack it is then' the teen declared as he stood up and turned in a full circle twice before stopping again. 'Ummm where do I get one?' he asked sheepishly as he scratched his head, ruffling the bright blond spikes then winced as his arm throbbed.

Kyuubi sighed in exasperation at his host's cluelessness. 'Wouldn't you have one sealed in one of those little scrolls you always have with you, just incase something unexpected happens' by the end of the sentence the fox's voice had turned somewhat amused.

'Oh yeah! And you kept saying that I'd never need it' the blonde accused as he began pulling the scroll from his pouch. Kyuubi just stayed quiet and waited for the blonde to finish unsealing the proper item. With a little puff of smoke, a large plain brown sack had materialized from the scroll and Naruto picked it up to examine at arms length.

"I think it'll be big enough" he murmured quietly out loud and turned to the Itachi-cat.

'Put the largest ones in first' Kyuubi said helpfully as he tried hard not to laugh while Naruto debated how to go about packing the cats in. 'Good idea' the blonde said cheerfully as he crept around the cave inspecting the individual felines carefully. Finally coming to a decision he crouched down next to the largest cat in size comparison to the others. It was a really scruffy looking thing with boofy thick grayish-blue fur.

'I think this is Kisame' the blonde thought as he gingerly eased his hands under the unconscious animal.

'Oof! This thing is heavier that it looks' the young shinobi complained as he winced at his protesting muscles. With cautious movements he shifted the cat until it was lying comfortably in the bottom of the sack. 'One down' he thought with a little grimace.

He moved around the cave efficiently but carefully laying the cats on top of each other in the large brown bag until he was down to just one. It was the last one that caused him to pause. 'Come on kit we don't' have all day, who knows when they'll regain consciousness' the nine-tails warned him 'do you really want to have to go all the way back to Konoha with a sack full of crazy pissed off cats?!' The mental image caused by that little warning caused the blonde to have to clamp a hand over his mouth to contain the sudden bark of laughter that wanted to escape.

With a sigh he reached out to scoop the Itachi-cat up to put in the bag. 'Woah, light' he thought as he cradled the animal close to his body so as not to jostle it. The fur was even softer than it looked and the silky hairs felt nice against his skin. For a few seconds he actually had to struggle with himself to resist the tempting urge of rubbing his face into the smooth ebony coat. Warmth radiated off of the small body, soaking through his jacket sleeve and heating his cold arm pleasantly.

He lay the delicate looking animal on top of the pile with cautious slowness and very carefully stood up. With the bag of cats slung over his shoulder like a big lumpy backpack, 'I feel like Santa Claus' was the last thing he thought before he made his escape.

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Okay, I realize that by now you readers are probably all going WTF!

Weeelll, the whole backfiring seal thing caused it, but I don't really have a proper explanation for the Akatsuki's transformations right now. It's just a something convenient I used for the sake of the plot, I couldn't really think of anything else. Any other of my ideas would have just made it even stupider so I just used that one.