"Don't slow down, Naruto-kun! You're almost done; just five more laps!"

Yugao was yelling encouragement as her soon-to-be Academy student finished his thirtieth lap around their impromptu training field. It wasn't that big, being a circular clearing about fifty yards in diameter. It was located just outside the village. The former Anbu had set up wooden practice dummies for target practice and taijutsu. There were also some equipment such as a pull up bar and rope tied off from a tall tree. They had been coming here for a month in half as they worked out until noon and going to the library for lessons afterward. These were his cool down laps.

Suddenly as Naruto passed by her again, sweaty and winded from his workout, she called out, "Quick, Naruto! What technique gave the Fourth his title?! Your number of laps depends on your answer."

Naruto huffed out an answer as he struggled to keep his steady pace, "The Hiraishin!"

"Details!"

With a roll of his blue eyes Naruto continued, "It was a space-time ninjutsu that allowed him to teleport instantly wherever he had the technique seal placed. The jutsu often resulted in a flash of light which earned him the moniker of Yellow Flash."

Yugao smirked proudly, "Very good. You can stop. You have learned most of everything the academy went over last year. You should be good. You even know how to throw a punch. And you're probably just as conditioned since I'm told the most they did last year was run laps."

Naruto slowed down to a walk and started to breathe slowly through his nose and out through his mouth. He looked over to see his guardian waving him over to so with her under the shade of a tree. When she held up two bento boxes he hurried over with haste. 'Ugh. I'm starving!'

He sat beside her and took his bento with a quick 'Thank you!' before pulling down his mask. He would only do so around her. Mostly because he knew she had already seen his face with her having looked after him since he was at least six. Part of it was because he had not mastered the art of eating with the thing on.

"You did well today, Naruto-kun. I think you're ready for the Academy."

Naruto swallowed a mouthful of rice and smiled at her, "I hope so. I've been working like a mad man. It feels nice to have a goal for once but…I'm also worried." His smile had slipped into a small frown.

Yugao's hand stopped right as she was going to take another bite of her sushi. She looked over with her features taking on a concerned look, "What about?"

Naruto shrugged and fiddled with a small blade of grass, "How do you make friends? I've never had one before. The kids I'm gonna be in class with have already met each other. I'll be the new kid. How do I make them like me?"

Yugao actually laughed a bit before answering, "Well, the first step to making friends is to realize that you can't make people like you, Naruto." Naruto looked over quizzically but she could tell that she had his attention so she continued, "Some people won't like you. That's a fact of life. I think the best way to make friends is to be yourself. Don't try to be fake or fit in with the crowd. Make them notice you through your actions."

"What do you mean?"

Yugao sighed as she tried to find a way to explain, "Well, if you're nice then people are bound to be nice back. And if people are mean to you then just ignore them. Finding friends isn't all that hard. Just find people that you have things in common with like hobbies, interests, and things."

"Well that makes more sense. Soooo, be myself. Ignore mean people. Find common interests. I think I can do that."

"Now, what did I tell you about taijutsu?"

"Fight with my reflexes and instincts until I get an actual style. Throw my punches and kicks like I have a brain and no haymakers until I'm dominating the fight." Naruto repeated back to her.

"Good. Now finish your lunch. But not too quickly or you'll get sick."

Naruto rolled his eyes before saying jokingly, "Of course, Kaa-san." Yugao knew it was a joke but couldn't stop herself from flinching at his tone. 'I wonder if you'll ever actually call me that. I hope you will…"

One Week Later: Naruto's First Day

Naruto got up extra early this morning to make sure he wasn't late for class. And he wasn't he was very early. As he gazed into the empty classroom he had to stop himself from palming his forehead. 'Of course I'm the first one here. Seriously? Not even the instructors are here. Oh well.' The masked blond shrugged and made his way to the very back on the top row. He sat all the way in the corner and tried to make himself unimportant. To pass the time he began reading Kakashi's instruction book.

Not ten minutes later Academy instructor Iruka Umino entered the room. 'Oh. Someone's already here. I don't recognize-OH! That must Naruto. The one who enrolled this summer. He's early. And reading. I approve. But what's with the mask?'

Naruto had taken notice of his sensei as well. He had a sort of kind air about him that yelled kindness. Naruto instantly liked him. But he decided to keep to himself. He decided that he would try to lay low for the first couple of days.

Slowly but surely the class began filling up. Naruto was surprised to see so many clan's in one class. 'That one has a puppy. Inuzuka.' He focused on a boy with spikey black hair that fell asleep instantly when he sat down. Laziness just poured off of him. Naruto deduced that he was a Nara based off of his guardian's description. Then his gaze shifted to a rather large boy with a bag of chips. He was an Akimichi for sure. After the class had sufficiently filled up with ordinary civilian kids Naruto zoned out and stopped paying attention choosing instead read his book.

"Naruto Uzumaki?"

Hearing his named being called jostled the blond from his thoughts and book. He looked up to see his sensei looking up at him expectantly. He was confused for a moment before it clicked. 'Ah. He must be calling roll.' He then noticed that his sensei's gaze had prompted the whole class to look also; directly up at him.

He coughed a bit to break the silence before responding, "Um…here, Iruka-sensei."

Iruka nodded wrote something down on the clipboard before addressing the class, "Okay! So this year we are going to focus more on the in-depth facets of being a ninja-"

"Hey, kid! What's with the mask? Is something wrong with your face?"

The chunin had to forcefully stop his palm from meeting his forehead at Kiba's outburst. He should've known that the boy wouldn't have changed. The question got a few snickers from the class. The subject, however, was not amused. Naruto somehow knew that he and the Inuzuka, who had asked the question, would not get along. So, following his Yugao's instructions, he just ignored the question and kept his focus on Iruka.

Iruka was thankful that Naruto was able to be the bigger man and ignore the question. He sighed and returned to speaking, "As I was saying…we will be going over things like taijutsu, survival techniques, projectiles, and start on ninjutsu. So that means that the training regimen that we set last year will become something you do on your-"

"Don't ignore me, Blondie! Answer the question."

Iruka felt his temple begin to throb as a look of annoyance settled on his face. They not even halfway through the day and he was already tempted to strangle one of his students. This did not bode well.

Naruto rolled his eyes discretely before turning to the dog lover as if he'd just noticed his existence, "Hmm? Did you say something, Inuzuka-san?" This got the desired reaction. Kiba's face went red with embarrassment before anger.

"Oi! Don't ignore me! I'll pound your face-"

"KIBA!" Iruka snapped loudly with his temple vein throbbing full force. Kiba jumped slightly before looking back at his teacher.

"What?"

"Shut up before I make you run sprints in front of the kunai targets while the rest of class practices!"

Naruto smirked slightly under his mask before settling into his seat. He let his mind wander again as Iruka slipped into a speech about the year's curriculum.

Naruto's First Day: Lunch

When lunch rolled around Naruto grabbed the bento that Yugao had packed for him before heading out to the school grounds. He had worked extra hard to master 'the eating with the mask on' thing. It was just a slight-of-hand applied to eating. Take the mask down just enough to fit a mouthful in before letting it slip back into position. It took a lot of practice and a few bitten fingers but he got it down.

The blond let his eyes wander around the Academy grounds where they were allowed to eat their meals. He needed to make friends and this seemed like a good a time as any to start. The first group of kids he spotted was a bunch of girls giggling madly and blushing about something he couldn't see. Hmmm. Pass. The next was that Kiba kid and some of his civilian flunkies. That would also be a pass. His gaze then fell upon the lazy one and the Akimichi. Shikimaru and Chouji he thought their names were. They seemed like decent people but a bit boring. Maybe tomorrow he would ask to eat with them.

Just as he was about to give up and just find somewhere for himself, Naruto spotted a pale eyed girl sitting in the shade of a tree. It was obvious that she was a Hyūga. Her hair was cut short, stopping just above her forehead in the front with chin-length bangs framing her face from the sides. She wore a cream-colored hooded-jacket with a fire symbol on the upper right and left sleeves and fur around the cuffs and hem, with navy blue pants. 'She seems okay'. A few moments later Naruto was standing next to her, smiling even if you could only see it in his eyes.

"Can I eat here with you, Hyūga-san?"

The pale-eyed girl squeaked in surprise at the sound of his voice before looking up at him, "Um, sure." She moved her own box of food to open up a space next to her against the tree; a space that Naruto quickly filled with a quiet sigh.

Naruto opened his box and smiled at the contents. Yugao made the best onigiri and sushi. He turned to the girl beside him held out his hand, "Thanks. I'm Naruto by the way. Naruto Uzumaki." The girl smiled shyly before grasping his hand with her own slender one and shaking.

"I'm Hinata. Hinata Hyūga. And you're welcome, Naruto-san. It's nice to meet you." The now named Hinata responded quietly with a small smile of her own.

Naruto nodded before and was about to take a bit of his onigiri when he felt eyes on him. He turned to see Hinata looking at him. He raised an eyebrow, "Yes?"

"Aren't you going to take your mask off?" Hinata asked while pointing to the article of clothing in question. Her own eyebrows rose when the blond shook his head, "How are you going to eat with it on?"

"What do you mean?" Naruto responded through a mouthful of rice chewing it with his mouth still covered by the black fabric. Hinata's eyes widened when she confirmed that the boy's rice ball did indeed have a bite taken out of it. 'No way! I didn't even see him move! He's either really fast or there must be a trick.'

Hinata shook her head slightly before taking a stick of dango out of her bento and was about to eat a dumpling when she noticed that a few pieces of Naruto's sushi roll had gone missing. The boy was chewing happily which meant he was the culprit. Finally her curiosity got the best of her and she broke the silence again, "Ano…how are you doing that?"

Naruto just smirked and shrugged, "I'm fast." Hinata blinked at his answer and he was chewing again. She searched bento to see if anything was missing only to find nothing had been taken. 'Strange.' The blue haired girl went back to her dango only to find that the top dumpling was missing off her stick.

"Hey! That was mine."

Naruto swallowed the sweet treat with amused eyes, "And it was really good." Despite being a bit annoyed by the theft Hinata couldn't help but giggle. The duo returned to eating their food for a while before her curiosity reared its head again. She turned to him as she slouched down against the tree, "So why do you wear the mask anyway, Naruto-san?"

Naruto shrugged and set his empty bento box aside, "No real reason really. I like it for one. And it's cool for two."

"Why didn't you just say that earlier? When Kiba asked you?"

"Because I find him annoying," Naruto replied casually. However, he didn't know about the Inuzuka's ridiculously receptive ears and was surprised when the dog boy actually responded to his statement.

"Oi! I'm annoying?! We'll see how annoying I am when I'm breaking your nose!"

Naruto looked up to see the boy stalking towards him with his body tensed for a fight. In the short time it took for Kiba to get to the tree Naruto took in every feature about the boy that he had missed earlier. The boy was wearing a tan, long-sleeved, v-neck t-shirt with a pair of gray shorts and ninja sandals. As he arrived Naruto stood up lazily and met Kiba face to face.

"What is it you want, Kiba-san?"

"I want to fight you!"

"Fight? Right here? Why?" Naruto asked with narrowed eyes. He wasn't gonna back down but there was obviously something up with the dog boy.

Kiba growled slightly, "Because Kaa-san said I have to assert myself as top dog. You think you're cool in that mask, blondie? Well, you aren't. I'll kick your ass first and work my way up to the slimeball Uchiha over there." Said Uchiha scoffed but continued to watch the confrontation will some degree of interest along with the other kids.

Naruto shrugged and walked out onto the dirt patch next to the school building before slipping into a basic stance with shoulders squared, hands up, knees bent slightly, and feet apart. Kiba joined him as the kids made a semicircle around the two boys. The blond beckoned the Inuzuka forward, "C'mon, Kibble. Don't disappoint your Kaa-chan."

His plan to rile his opponent up worked and Kiba rushed him angrily. Naruto slapped the first punch away from his body before ducking the roundhouse that followed. The blond lashed out with a sweep that knocked Kiba off his feet with a thump that kicked up a bit of dust. The brown haired boy growled and picked himself up quickly.

Naruto backed away a little, allowing Kiba to right himself before they continued. This time, however, Naruto initiated the clash as he lashed out with series of quick jabs and kicks that Kiba had to backpedal away from. The blond pressed forward quickly not giving Kiba time to get a proper footing. Instead the dog lover had to make do with keeping his arms up in constant guard. This proved to be a mistake because suddenly the punch stopped and Kiba thought the masked boy had gotten a bit winded from the long series punches. He was wrong. Naruto's kick connected solidly with Kiba's hip making him stumble.

'Heh. Gotcha now, Kibble.' The blond thought as he capitalized on the stumble with a vicious series of jabs to the boy's stomach and chest. He didn't let up sticking Kiba with a two-piece combo to the mouth that busted his lip and staggered him. Figuring it was time to end his first fight as an Academy student Naruto grabbed a fistful of the disoriented boy's shirt with his left hand and pulled him into a monster right hook. But the blow never connected. Just as Naruto was going to put the hot tempered boy to sleep via knuckles, a hand clasped around his wrist and stopped him.

"That's enough, Naruto. You won, let him go."

Naruto turned his head to see Iruka looking down at him sternly. With a quick nod he let go of Kiba's shirt and began to walk back towards his spot next to Hinata so he could pick up his bento box. Iruka sighed before sending the kids on their way and giving Kiba an ice pack for his lip. 'That was a pretty pathetic fight. I'll have to work on Kiba's temper. And his form.'

Three and a Half Years Later: Middle of Naruto's Third Year at the Academy

Naruto's life, in his own opinion, was going quite well. He got good marks in the Academy and he had a few friends. Well, one friend. It turns out that sitting with and eating lunch with someone almost every day for three years makes you pretty good friends. It started slow, with the two casually discussing the lesson of the day or a certain exercise. Then it progressed to them talking about things they had in common. For example, Hinata liked to press flowers and Naruto like gardening. They would often talk about the garden on the Hyūga compound which was something that Naruto desperately wanted to see.

But then as they hit year three they both started opening up to one another as best friends do. Naruto told the pale-eyed girl about how he lived alone for quite a while and the villager's near unanimous reproach for him. In turn Hinata told the blond about her predicament as clan heir and the Caged Bird seal which was something she desperately wanted to change. It seemed that was the turning point in their relationship. They were thick as thieves with Hinata coming over at least three nights a week to have dinner with Yugao and him.

That was another thing that had changed for the better in Naruto's life. He had started referring to the purple haired woman as his mother. It hadn't been a gradual change. In fact it had been quite sudden.

Flashback: Naruto's Second Year

Naruto grabbed his bento off the counter before yelling back to Yugao who cleaning up a bit in the kitchen, "Okay, I'm off! See ya later, Kaa-chan!"

There was a sudden clatter in the kitchen that stopped the blond in his tracks. He turned around was startled to see his purple haired guardian right there with a glimmer in her eyes. She smiled and spoke with a shaky voice, "Wha-what did you just call me?"

Naruto wrung his hands and shrugged, "I called you Kaa-chan. I mean you've looked after me for a long time and you do everything a mother does so I just figured you wouldn't mind. If you don't like it…" He didn't get to finish because Yugao pulled him into a crushing, loving, hug as she started to cry out of pure joy

"I love it, Naruto! You don't know how long I've been waiting for you to call me that. We might not be blood but you're my son dammit!"

Naruto smiled brightly as he started to cry, too. It may be few year late but he knew what it felt like to have a mom. It felt awesome. He wrapped his own arms around her and buried his masked face in her shoulder.

Flashback End

But as happy as Naruto was with his life, not everything was perfect. Kiba was one of the everyday annoyances he had to deal with. Like clockwork the Inuzuka would try and rile up the blond which in turn led Naruto into getting annoyed. And the more annoyed Naruto became with Kiba then more he would ignore him. And the more Naruto ignored him the louder he got. But eventually Iruka-sensei would step in and end the cycle.

Surprisingly though, the biggest kink in Naruto life had been a certain spikey haired, onyx eyed, Uchiha. Naruto had nothing against the boy personally. You could even say that the Uchiha was one of Naruto's favorite people. The kink was that the Uchiha seemed to one up the masked blond in everything. If Naruto got nine targets during kunai and shuriken practice then Sasuke would score a perfect ten. Naruto would run the through the obstacle course in would record and turn around to see Sasuke shave a second or two off to match. It wasn't like the blond cared or anything. But he did; just a little bit. Today would be different, though. Today, things would change. They would change because Naruto said they would.

The blond walked into the same classroom that he had occupied for three years. He sighed in annoyance as the pink banshee and her so called rival in love were having their daily argument over who gets to sit next to Sasuke-kun. Seeing his best friend made him forget all the annoying things in the classroom, though. She was sitting up in their corner as usual, patiently waiting for him to take his seat. When he finally did she smiled and turned to him, "Are you sure you want to do this? It could just be you and me. Besides, the Uchiha and the Hyūga don't get along very well historically anyway."

Naruto shook his head and began writing out a note, "No, I'm sure. If we train together then we'll all be able to get stronger. It's a win for everyone." Hinata couldn't argue with that logic and stayed silent. When Naruto finished the note he balled it up threw it at the Uchiha. His aim was true but so were Sasuke's reflexes. The black haired boy dodged the little ball of paper and allowed it to land in front of him before glaring up at the thrower.

Naruto smirked and gestured for Sasuke to unfold the ball. Sasuke scoffed in annoyance but he did in fact unfold the paper and read it. The words on the paper intrigued Sasuke, 'Meet Hinata and I after class. We have a proposition for you that could benefit us all.'

'Hmmm. Interesting. I'll bite. But it had better not be stupid.'

Later After Class

"So, what did you want to talk about, Uzumaki?" Sasuke asked as he walked up on the blond and his pale-eyed companion. The blond was doing inverted sit-ups on a tree branch while Hinata was leaning casually against said tree.

When he heard the voice of the expected third member of their party Naruto back flipped off the branch and landed deftly on the ground. He turned to meet Sasuke's gaze. He smirked quietly, "I wanted to talk about strength."Sasuke's eyebrow rose slightly and gestured for the blond to continue, and he did, "It's no secret that Hinata, you, and I are the most serious about becoming Shinobi out of our whole class. Shikimaru's smart but no work ethic. Kiba is a joke and I'm pretty sure that Sakura and Ino spend more time on makeup than training."

"Your point?"

Hinata chose this time to speak up, "His point is that we all want to get stronger. To get stronger you have to train. Training by yourself can only take you so far. So we want you to train with us. It couldn't hurt for three relatively strong people to help each out. We all have things to improve on."

Sasuke smirked slightly before crossing his arms, "That's all very good in theory. But how do I know that I can benefit from training with you two? You're both below me in the class ranking."

Naruto shrugged and looked at Hinata before matching the Uchiha smirk, "How about we have a little mock battle. A free-for-all with no holds barred. Then you can decide if it's worth it afterward."

Sasuke unfolded his arms and put his game face on, "Name the time and place."

Naruto looked up at the sun and decided they had enough time, "Hmmm. I have training field just outside the village. Meet me there in twenty minutes. Bring anything you think you'll need." Hinata and Sasuke nodded and disappeared in simultaneous jumps, taking off to their homes. Naruto smirked and disappeared in a similar fashion toward the training ground having already borrowed/stolen everything he needed from his mother. None of the kids noticed a certain spikey gray haired man eavesdropping on their conversation.

"Hmmm, this might be something I should see."

Twenty Minutes Later

The air was tense as all three active participants of the battle stood in a triangle sizing each other up. Naruto had Yugao's shuriken pouch strapped to his right thigh and the kunai pouch in the small of his back. Hinata and Sasuke also had equipment pouches strapped to them in some place or another. Sasuke gazed around clearing approvingly, "This is a nice set up you have, Uzumaki."

Hinata nodded in agreement, "I have to agree with Sasuke-san. It's quite nice, Naruto-kun." She was trying to find out she should play this. Naruto was an in-your-face type of fighter but she knew she had the upper hand in taijutsu. She also knew that Sasuke was also very up close and personal so she should have it in the bag. But somehow she knew that they both had tricks up their sleeves. Meanwhile, the other two participants were making almost the same observations.

For a while all was quiet in the clear with only the leaves rustling in the occasional breeze being the only noise. Then it was like someone flipped a switch and all hell broke loose. Naruto dropped in a crouch and threw a barrage of shuriken at Sasuke who had to quickly produce kunai to deflect the incoming projectiles. There was a cry of 'Byakugan!' and Naruto turned to see Hinata rushing at him, eyes fierce with the veins around them bulging. The blond quickly begin to backpedal trying to keep those fingers of hers from touching him.

He dodged another palm strike before his reflexes kicked in and he jumped backward high into the air. Several kunai buried into the ground straight through the space he had previously occupied. He got no break because as soon as he landed he thrown into yet another taijustu battle. He ducked under a kick that would've had him seeing stars and retaliated with series of jabs that Sasuke either dodged or blocked on his forearms. It wasn't like fighting Kiba or some civilian kid. The Uchiha knew what he was doing. Naruto jumped high and dropped an axe kick on Sasuke's forearm block before quickly dropping to the ground with sweep that took the black haired boy off his feet.

Unfortunately, Naruto didn't get time to capitalize on the successful maneuver because a foot slammed into the side of his head. The force of the blow sent him tumbling across the grass before he managed to get back to his feet just in time to catch a snap kick on his chin that damn near knocked him out. He stumbled back desperately to get away from whoever the hell was kicking the shit out of him. Literally. When his vision refocused he saw the strangest sight. Hinata was in a totally different stance. She was bouncing lightly on her feet as she didn't want to keep them on the ground.

Naruto couldn't keep himself from shouting, "Since when do Hyūgas KICK?!" All he got in response was her rushing at him and launching another round of kicks that stung his arms whenever he blocked them. He finally lashed out with a kick of his own aiming for her exposed side. Hinata just raised her leg and caught the blow on her shin. Naruto's eyes began to water when his shin slammed into hers because it was obviously made of steel. He put a lot of power into that and she didn't even flinch. But she did kick, spinning around with a roundhouse that caught Naruto in the chest and sent him to the floor once more. The air rushed out of the blond's lungs with a 'whoosh'.

Apparently Sasuke had recovered because Hinata had to dodge calmly to the side avoiding the punch the Uchiha had aimed for the back of her head. And apparently he had forgotten what had just happened to Naruto because he seemed awfully surprised when Hinata fired off a reverse kick that was so lightning fast that all he could do was take it to the face and lay back down. Hinata threw a kunai at Sasuke that thudded into the ground beside his throat, "You're dead." She spun around with a flurry of finger and palm strikes that caught the winded Naruto by surprise. She shut down his arms and held a kunai to his throat, "And you're dead."

Naruto just deadpanned and looked over at Sasuke, "I feel cheated. I didn't even get to use my Kaa-chan's explosive notes." Hinata giggled at that and reopened the tenketsu in his arms so he could move them again.

Sasuke stood up slowly rubbing the side of his face that was quickly swelling up, "What the hell hit me?" He looked around and saw that the blond seemed to be in the same condition he was in. 'Damn, she has some monstrous leg strength.' Hinata smiled at the two boys, "I think this proves the point that we all need more training. You two need to work on your taijutsu since neither of you has a style. You're just relying on your speed and reflexes. That won't work against me. But then again had either one known any jutsu or had a weapon I would've had a tough time."

Sasuke couldn't argue with that and smirked slightly, "Okay. Fine, I'm in. Having people to train with couldn't hurt."

Naruto smiled and nodded, "Good, meet here after school when you can. Hinata won't be here sometimes because she has training with her clan. Speaking of Hinata, where the hell did you learn to kick like that?"

The pale-eyed girl shrugged, "It's a hobby. I found a book on it at the library. Its a style that focuses on kicks and acrobatics. I haven't actually gotten that far into it."

"I need to go to the library more often…"

That got a laugh out of all of them. Well, Sasuke just smiled but that was basically a laugh. The trio departed back to the village after that with two of them planning to go ice bruises.

Meanwhile

Kakashi smiled quietly to himself, "I like them. They're interesting." The Copy Ninja disappeared from his perch in the trees.


Ok. First things first I would like to say that I hated this chapter. It was hard for me to write. Trying to set up the baseline for everything is difficult and I know that it could have been way better. With that said I would also like to say that I appreciate all my reviews. I was surprised to see names like Digitize and freowin seeing as I'm a fan of both of your stories. I'll try to do better as the story goes on. I personally hate writing the academy and would like to get past it as soon as possible.

On a side note about Hinata. I know she is very OOC. That was done on purpose because I'm tired of reading about the shy, no confidence, Hinata. My Hinata took all the criticism from her clan like a champ and used it as motivation to bee stronger. And she doesn't have a crush on Naruto because in this story the first she met him was in the academy. And Sasuke will not be an asshole.