Chapter Two: Creating the new Weapon of Oto

I do not own X-Men, Marvel or Naruto. I would love to, but I don't.

Two Months Later, Land of Grass

"The subject is rejecting the poison again, Orochimaru-Sama," said an aide that was covered head to toe in camo with an Otogakure headband.

"Then up the dosage," Kabuto stated as he checked the monitors surrounding the operating room. Orochimaru barely gave the aide any attention, allowing Kabuto to focus on the operation. This was a special project and no one in the entire base wanted anything to go wrong with it.

"It's already high enough to kill any normal human," Karin, a redhead protested. She has crimson eyes, fair skin, and the characteristic red hair of the Uzumaki clan which she wears in an unusual hairstyle: her hair is short and spiky on the right side, while longer and straight on the left side giving half her hair the appearance of being spiky and somewhat unkempt on one side, while the other side is neat and straight. She wears brown glasses, which have a serrated blade hidden in them, and her outfit consists of a tan battle kimono, short black shorts, and long black thigh high stockings with black sandals. Her chest, neck and arms are covered with bite marks that result from using her Heal Bite Kekkei Genkai, and all of which are hidden by her uniform. She straightened her glasses and flipped her red hair over her shoulder. "Any more and we risk destroying the subject completely."

"The subject is the Nine Tails Jinchuuriki with a link to the Uzumaki clan, you won't kill her, I promise you that," Kabuto stated flatly. He turned to Orochimaru and bowed slightly, his eyes flickered to where Sasuke Uchiha was waiting for the Sannin to train 'spoil' him. "Orochimaru-Sama, I'll send someone to inform you when we are ready to begin the implantation of the bones."

"Yesss Kabuto, I anticipate the full operation to be a success." The Sannin lisped as he turned to leave the operating room with his 'soon' to be body. Kabuto sighed in slight anger as he heard the Uchiha demanding things of the much more powerful man in the hallway as they went to the training grounds.

"The cursed seal is being rejected again," Karin commented. "It just keeps burning away."

"No doubt the Kyuubi is the one responsible," a scientist from the Land of Sea said. "It's only a matter of time before we run out of anesthetic and other drugs to keep the female calm during the procedure. We're pumping more into the subject in thirty minutes than we use for the rest of the subjects in a day."

"Try using a genjutsu instead," Kabuto instructed as he flipped a switch calling for a genjutsu specialist. "Control the girl that way. We know it works on the Bijuu, like what happened with the Kyuubi when it attacked Konoha. Convince her that she wants us to continue the operation."

"No," A long haired man said as he walked into the room. "Wipe her clean. A blank slate will fit Orochimaru-Sama's needs better."

"That might harm the project, Koshimaru." Kabuto said as he caused a glint in his glasses when he pushed them up. Koshimaru was a tall man, slightly taller than Orochimaru with long black spikey hair and golden colored eyes, he had the Otogakure headband across his chest holding up the Katana on his back. Koshimaru is a clone of Orochimaru, grown during one of the Snake Sannin's experiments to act as a stand in at one of his bases. "Besides, we would need Orochimaru-sama to ok the idea before going ahead with it."

The shinobi sighed as he heard the girl on the operating table begin to scream in pain as the numbing agents wore off. "Fine, I believe Tou-sama would like that better." The man quickly applied a triple layered genjutsu on the girl and he walked out giving Kabuto a cold look.

Karin and the other scientist sighed at the exchange, everyone in the base knew that Koshimaru hated Kabuto for always being close to his 'father'.

Karin winced as she saw their test subject twitch in pain again, she had been a bit startled to find that she was torturing and experimenting on a fellow Uzumaki. 'I'm probably a disgrace to my clan now.' Karin thought as she placed a soothing hand on the twitching girl.

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Mount Myoboku, Three days before

Jiraiya sighed as he sat on top of one of the many toad statues decorating the Summons Mountain. He had just lost another apprentice to this Hate filled world. "First Nagato, Konan and Yahiko, then Minato…" The old sage wiped a tear from his eyes. "... And now little Naruko, oh Minato how I failed you."

Jiraiya scratched the scruff that he had begun growing at the beginning of his depression and jumped slightly as Gamakichi landed next to him. "HEY OLD MAN!" Gamakichi yelled, catching the Toad sage's attention.

"What do you want, Kichi?" Jiraiya scowled as he straightened his clothes. "When is Naruko going to summon me to play again!?" The young Toad asked as he hopped up onto the super pervert's shaggy head. "I'm getting bored!"

Jiraiya raised an eyebrow at the toad's statement, "I'm sorry Kichi, but Naruko is de-" "NO!" Gamakichi shouted interrupting the old man. "What do you mean by no?" Jiraiya asked, hoping that this was just a case of depressed toad. "Naruko's fingerprints are still under her name on the Toad Summoning scroll," Gamakichi yelled. "Pops told me that if their fingerprints are still on the scroll, then they are alive."

Jiraiya sat straight up in a heartbeat. "You mean she is alive!?" The old toad sage roared. He quickly leapt down from the statue he was on and began running towards the Toad contract shrine, Gamakichi struggling to keep his grip on the man's long hair.

Jiraiya slowed down right as he reached the scroll's podium and quickly unrolled the massive scroll to see the last three names in it. 'It's true, the only one without fingerprints under their name is Minato!' Jiraiya thought in glee as he covered his mouth, with tears running down his aged cheeks. "Oh my God, she's alive!" He sobbed in happiness. He quickly perked up and ran towards where Ma and Pa were to be reverse summoned back to Konoha. 'I've got to tell Tsunade-Hime about this!'

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Konohagakure no Sato, Same time as the Experiments

Tsunade stared sadly at the necklace laying on her desk in front of her as tears streamed down her fair skinned cheeks. It had been Two months since Kakashi returned, bearing the ruined orange jacket and her father's necklace. This was the exact reason that the Slug Sannin didn't want to come back to this thrice damned village, especially with how the civilian council and civilians of the village had reacted when they found out that their precious Uchiha had murdered a fellow leaf Shinobi, the 'Demon Brat'. She'd lost another precious person to the thrice damned necklace.

"Tsunade-Hime! Naruko isn't dead!" Jiraiya shouted as he appeared in a poof of smoke in the middle of the room completely ragged looking, causing the Anbu's hands to whip to their swords.

"How? How can she not be dead?" The depressed woman's head whipped around to look at her old teammate who just looked out the window with a pensive look.

"She signed the toad contract," the Toad summoner said with a slight heave to catch his breath. "Gamakichi told me that as long as a summoner's fingerprints are still under their names on the contract then they are alive, I checked, the only one without fingerprints is Minato!"

"She's alive?" Tsunade asked, her eyes wide with surprise. She'd only known the blonde girl for a month or so before the incident, but the blond bundle of energy had wormed her way into the old woman's heart like a granddaughter or a little sister.

"Since I last talked to the toads, yes," Jiraiya replied as he sat down on one of the chairs in the room, slowly shaving away his makeshift beard, leaving only a five o'clock shadow. "The Uchiha took her for a reason. I'm betting that she was to be used as a bribe for Orochimaru-teme."

"She's alive," Tsunade repeated, this time as a statement as she tried to wrap her head around the words. But she was still feeling numb, however that was quickly being replaced with resolve as her hands slowly closed into fists.

"I'm looking into it, but… we need to remember what exactly that Snake bastard is capable of," Jiraiya continued. "She might not be the same kid we remember, when we find her."

"Find Naruko," the Godaime commanded. "And remind me to put one Sasuke Uchiha in the Bingo books. I think Kill on Sight, 12,000,000 to start."

"The Civilian and Elder Councils aren't going to like that," the toad sage replied with a wide grin. "The Councils can kiss my shiny blonde ass." Tsunade snapped as she stood up abruptly ordering the Anbu to bring her Kakashi and Sakura of Team seven. Jiraiya's eyes were mesmerized by her jumping breasts.

"Can I kiss your shiny blonde ass?" He asked with a lecherous smile.

"You can kiss my super strong fist that will be going through what makes you a man, if you don't find her. Now. Go!"

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Sakura Haruno was shocked. 'Her' Sasuke has been labeled as a missing ninja and a traitor, and was being blamed for Naruko's kidnapping. By now she was wondering if she had been lucky, to have been knocked out by Sasuke and left behind by the retrieval squad. She… thought… that she loved the mysterious, handsome boy, but for Sasuke to betray Konoha and everything… and then to try to kill Naruko. It just wasn't right and something was going to happen… she just didn't know what. 'Sasuke-kun is just being controlled that's all!'

She had taken to eating with the others of her graduating class. The general consensus was that nothing could have made their hyperactive blonde friend betray Konoha, but that was what a small number of the citizens were saying.

"Troublesome," Shikamaru muttered as he witnessed, not for the first time, an older man ranting about how the 'Demon' had kidnapped their 'Great and Loyal' Uchiha. This usual preaching was hardly out of character for most of the shop and restaurant owners, but the hard punch he threw into the man's jaw was quite uncharacteristic of a Nara. The man, a clothes shopkeeper, fell back in shock holding his busted jaw. The Chunin brushed off his fist.

"What the fuck was that for?" The balding man demanded in confusion as he rubbed the wounded area.

"For talking treason," Neji snarled, his flaring Byakugan and low growling, created an intimidating aura. The six remaining boys of the Rookie Nine and Gai's Team stuck together, cracking knuckles and looking more than a little menacing.

"But everyone says…" The shopkeeper began.

"No, only assholes and retards say stuff like that," Choji snapped as he crushed the bag of chips in his hand. Kiba and the others nodded and Akamaru barked agreement. "If the Sannin and the Godaime say fuckin' Uchiha's a traitor like his brother, then he's a goddamned traitor. Only a complete moron wouldn't trust the word of two Sannin, especially if one of them leds this village. The egotistical fuck kidnapped Naruko, and no one's more loyal to Konoha than Naruko."

"That bitch is nothing more than a De-" the man's furious rant was cut off by a Maito Gai who picked up the offending man and slammed him into a wall across the road from the small group, the complete look of utter rage uncharacteristic on the legendary Jounin's usually cheerful face. The remaining six glanced around, but none of the surrounding shopkeepers or regular citizens would meet their rage filled eyes.

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Back in Otogakure a week later

"So far, we have only been able to perform a partial implantation of Kimimaro's Kekkei Genkai," Kabuto reported standing behind Orochimaru in said man's quarters, standing as he flipped through the photos, x-rays and diagrams of the surgery performed on the currently screaming young blonde. He paused at several parts of the video, an unhurried pace, as if they had all the time in the world while he compared the X-ray sheets to how the doctors worked. "Unlike expected, it was mostly rejected except for two claws on both hands and a single claw in each foot."

"Hmm… That's odd," Orochimaru commented, leaning back to watch the video of the bones implanted in the young genin's forearms and in her feet. "Add something more, perhaps if all goes as planned, I can use the experiment's body instead of Sasuke, so that he can be more ripe when I take his eyes. Claws you say?"

"Yes, they retract into the forearm or back into her feet when not in use. This limits the flexibility of her wrists, though she can move her ankles and feet normally, but I feel it more than makes up for that flaw of slight error," Kabuto continued, glancing back to his notes. "The claws have some difficulty because there isn't any exit area or natural adaptation, the claws exit out the skin, leading to bleeding."

"Hmm… Maybe we should consider building some artificial versions in instead," Orochimaru commanded.

"You mean like your work on the Zaku and Dosu, who you sent to the Chunin Exam?"

"Sure, and why not make it from chakra conducting metal as well?" Orochimaru mused dismissively with a wave of his hand, he didn't really care to relive past glories or in his mind, experiment failures. "And how is the brainwashing going?"

"We have created a sealing array that is scheduled to be applied for later today," Kabuto reported, he always found sealing useful, "Would you like to watch the procedure, Orochimaru-sama?"

"I think I just might do that," The Sannin said absently as he watched the video of the girl's new claws retract then snap outward, stabbing one of his guards in the hip, causing blood to spurt from the injury.

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Naruko's mindscape

"Kit, get your ass in here now!" Kyuubi snarled. Naruko looked up from her painful fetal position to see herself right in front of the bars for Kyuubi's cage, well within reach of the creature's claws. Attempting to run seemed impossible, but when she was nearly out of reach, Naruko froze before screaming in absolute agony, she felt like someone was trying to dig into her stomach with a rusty kunai.

"Nooooo! What's happening to me!? Why am I in pain!?" She screamed as another wave of pain crashed through her system.

"The Uchiha brat won, Kit," the massive Demon snarled, surprisingly not attempting to kill his weakened host. "You lost. I keep trying to heal you, but they keep doing more crap to your body. You had better get out of this, you stupid brat!"

"I don't know what to do!" Naruko protested, just as she collapsed as another wave of agony ripped through her petite body.

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Otokage office

"We need to remove the Kyuubi from the equation so that we can perform the surgery," Orochimaru said as he relaxed behind his desk, propping his feet on the hardwood. He pushed aside the majority of the photographs in favor of one showing the nude blonde subject unconscious on the slab. All of her clothing was completely gone, leaving her robed only in her creamy slightly tanned birthday suit, the baby fat had long since vanished during the procedures and her muscles were given accelerated stimulation to an excessive degree, not enough to make her a muscle bound war machine, just enough to give her a predatory lithe figure. 'Like a lioness or a wolf,' Orochimaru mused. The black ink of the newly placed seal seemed to be a stark contrast to the girl's pale skin.

"Won't an extraction of the Bijuu kill the Jinchuuriki?" Kabuto asked, a little confused as to the situation. "Not necessarily true," his master replied. "There was a rumor that the Yondaime Hokage's wife, Kushina Uzumaki, also the subject's mother, lived after the Demon Fox was removed from her, she only died because she was impaled by said Fox's claw, and it could work similarly here. The Akatsuki will only be more of a problem should the Kyuubi remain inside it's host." The pedofiliac sage looked out the window towards the rising sun for a moment. "Send a team to find out everything they can about the Uzumaki clan, from the ruins of Uzushiogakure."

"As you command, Orochimaru-sama," Kabuto said before leaving the room to assemble a team for the expedition.

"The brainwashing appears to be a success," Koshimaru said, wiping away a bit of sweat as he walked into the office, just as Kabuto left. "er… Well, to a degree at least."

"How so?" Orochimaru asked as he looked up from the pictures on his desk.

"Her skills and basic functions seem to work normally, with no limits on basic behaviors like eating food, drinking or any other actions, but higher personality functions like understanding and reason have become dull and unresponsive," Karin replied carefully as she came in behind the tall Sannin clone, pushing up her glasses to straighten them out as she glanced down at the clipboard in her arm. "We've tried implanting certain suggestions like you requested, but so far we seem unable to test them. At best the subject is under slight control, but extreme stressing could interfere with the process, mainly memories of Uchiha-san, seeing as he comes to the lab everyday."

Orochimaru leaned back and looked towards the nervous former Grass genin. She was clearly infatuated with the Uchiha, something the snake summoner was extremely wary of, since infatuation could lead to a split in a person's loyalties, especially in the case of fangirls. She was extremely careful, allowing herself slow, even breaths as she reported, but her appearance was still that of a scared little child to the scary missing-nin.

"Test the girl," Orochimaru instructed as he stood from the table. "I want to see some action."

"Action, sir? She just decapitated a bear with one swipe of her arm," Koshimaru muttered with a raised eyebrow. "How much more action do you need to see than that?"

"How do we test her? We've already sent her up against bears, those giant tigers and wolves, the next reasonable test of ability would be one of Ame's giant black salamanders," Karin replied. "They've been rather difficult to procure considering that they live close to the Akatsuki and you are on their proverbial shit list."

"No," the snake summoner said with a shake of his head. "Against a human. Kokuro, I think."

"Jirobo's little sister?" Karin asked with a slight bit of worry as she clutched her clipboard to her chest. Jirobo had been a massive imposing figure, known for forcefully bedding Kunoichi around Otogakure, one of the Sound Four and he had the unique ability to feed off the Chakra of people he trapped by using an impenetrable Earth dome. His sister, while not quite as skilled and lacking the cursed seal, was still fairly proficient in the technique.

"Tell her that if she kills the subject, I will allow her to take his brother's place in my bodyguards," Orochimaru cackled in slight insanity. "Tell her that the test subject was one of those who were involved in her dear brother's death."

"Won't she know it's a trap?" as soon as the words left her mouth, she cursed her impertinence, however her fears were proven unjustified as the pale man laughed darkly.

"No, Kokuro's intelligence is… shall we say is far less than adequate to be of any real value."

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Inside Naruko's mindscape

Naruko was shivering while she in the massive cage. She was understandably nervous, because Kyuubi had tried to kill her when they first met, but this time the nine tailed Demon's fluffy, and weirdly soft tails were wound around the young girl in a protective cocoon, hiding her from the probing Sharingan eyes of a certain traitorous Uchiha.

As far as Sasuke was concerned, Naruko's annoying, bubbly personality was gone and he quickly broke the connection, exiting the mindscape, believing that it might taint his 'pure' nobility. He wasn't surprised that Naruko's mind was a sewer, as it was to be expected. The moment it was safe, Naruko tried to step out between the bars of the cage to get to her mindscape, only to be electrocuted and sent flying backwards into the Fox's fur in horrendous pain.

"No!" She screamed as she tried to run towards the cage door again. "They've changed the seal," the Fox snarled in a feral rage, "Sealing you inside the cage with me."

"I have to get out!" She screamed, trying to find a kink in the new barrier. "Then watch, brat, watch just as I have for past thirteen years of your tiny life," the Fox snarled as he slammed a paw onto Naruko's back, forcing the screaming girl to the ground. "Open your eyes and see you stupid brat!"

Then she let out a terrifying blood-curdling scream as the scientists outside of her body began to graft a chakra metal compound to her skeleton and new claws.

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Next day, Otogakure Arena

"Weapon test number thirty: Subject X-23 vs Kokuro," Koshimaru announced from behind a glass window that allowed him, Orochimaru, Karin, Sasuke and several other scientists to observe and command.

"Instruct the Subject to bring out it's claws," Orochimaru instructed. He felt Karin send out a slight bit of chakra, and two claws on either hand extended with a slight snikt! just barely audible over the com. Orochimaru nodded to his clone. "Begin the test."

Kokuro was beyond pissed, she was enraged, seeing the naked tiny blonde girl standing numbly in the middle of the room. Kokuro was a tall fifteen year old girl, and just as fat as her older brother Jirobo. She had orange hair pulled up in twin pigtails on the side of her head and warts covering her face, with a mouth that hung slightly open, excluding the partially digested broth that she had been eating before hand.

The ugly girl glanced briefly towards the window where she knew her master and his scientists were watching. Then she glanced at the creature that was responsible for her big brother's death and let out a bellow of pure ugly rage. Using her massive strength, she pulled up the concrete floor of the combat room. "Earth Release: Ball of Graves!" Then she threw the chunk at the blonde's head. Subject X-23 flicked her wrist and the heavy projectile was sliced cleanly in half, the giant halves slamming harmlessly behind the experiment. The former Konoha genin stalked forward with no hint of ego or arrogance, claws extended. Kokuro panicked slightly and used her brother's Rock Dome jutsu to entrap her blonde opponent, but the blond sliced through the carnivorous chakra draining technique with ease and stepped out, six feet away from her shaking opponent. With a roar, the blonde leapt forward, and Kokuro's wart covered head flew from her fat shoulders.

"That was..." Orochimaru began with a frown as he watched the slaughter of Jirobo's sister, "... a lot less than I expected from Jirobo's sister. Send in another shinobi, this time a real one."

At least thirty-nine sacrifices to the new weapon later, Orochimaru was very entertained with all of the blood splattering the walls and the corpses of Jounin, chunnin and genin covering the ground.

"Continue with the Uzumaki's conditioning," he said before stepping out of the room. "It's time to start Sasuke-kun's training."

Karin paled, looking at the sea of corpses and blood with a lot of shock as she attempted to reconcile the hyperactive blonde she once knew from the Chunin Exams with the killing machine she just witnessed killing dozens of shinobi today, nodded weakly and commanded some of the lesser shinobi in the area to clean up the mess, while she had Naruko stand down.

So how did you guys like the chapter? I thought I'd show more of how a battle conditioning that the Sannin would be training his new Weapon to do. I will be introducing Jiraiya and Tsunade's plan to get back Naruko next chapter. She will have the same level of regeneration as Wolverine and her designation in Orochimaru's forces is X-23.