Jiraiya ran quickly through the village, knowing it was too late to save Konaha

Jiraiya ran quickly through the village, knowing it was too late to save Konaha. Orochimaru had killed the third hokage, not to mention that Manda, as well as the first, second, and fourth Hokages were out and about. He figured he could do more good by taking documents from the town, for preservation purposes. He had already taken all the useful information from the Hokage's chambers, especially information about the other Hokages. After that, he ran to the archives in the compounds representing each notable clan, the Hyugas, the Abarames, and a few others. He was just barely staying ahead of the second hokage, who had been causing a lot of damage by flooding the compounds. He had warned any he could, but doubted many would make it out alive. After he had grabbed the final documents, he realized he had no copies of his own books, which he had to have. He rushed home, grabbed the books, and headed for the gates.

"Lee, we've got to get out of here! Konaha is under attack!" Tenten shouted, pulling him out of his hospital bed.

"What? That is terrible! We must help fight!" Lee responded.

"We can't, there isn't anything we can do, Lee. Not in your condition." Neji commented. He left the room after Tenten and Lee, just then noticing Hinata standing there. "Hinata, come with us. We are going to escape this destruction. Most of us are badly injured, there is nothing more we can do but flee." Hinata nodded, and they ran out of the hospital. They exited out the front door, and were met with a peculiar face. He had grey hair and empty eyes. He was dressed in full battle regalia, and was staring intently at them, especially Tenten, because she was the first he had seen with a headband.

"It isn't possible, that's…That's the second Hokage!" Neji shouted as he moved to stand in front of his friends. Before he could react, the second Hokage had dashed forward, and Tenten fell to the ground. Lee could barely stand on his own, precariously balanced on his crutches. The second Hokage rolled Tenten over, and she had a massive slash across her chest from a sword he was suddenly wielding. Her eyes held little life, and she did not move or breath.

"Tenten!" Neji and Lee said in unison.

"Hinata, take Lee! Get out of here!"

"But Neji-"

"Go!" Neji dropped to Tenten's side, a hand on her face. "Tenten…It's alright, I'm here." Neji said, and the second Hokage stared with empty eyes.

"Neji…I…I have something to tell you…" Tenten said with much effort.

"Save your strength, I'll get you help!"

"No, Neji. I'm dying; there is nothing anyone can do. I just wanted to…to tell you something I've wanted to tell you for a long time now." She said, her voice getting quieter.

"What is it, Tenten? What do you want to tell me?" Neji lifted her head slightly, so her face was closer to his, so he could hear her words.

"Neji…I…I'm in love-" and she stopped, not being able to finished her sentence. She was dead, and Neji's byakugan told him that. He didn't need her to finish the sentence, what she had said was enough. In his mind, he flashed back to all the times she had showered praise onto him, never hesitating to help him to train.

"Tenten, I'm sorry. He kissed her forehead, and closed her eyes for her. He stood up, glaring at the second Hokage. "This invasion has cost everyone much, and now, I have lost something precious, something I didn't know I had. Today, I have learned many things. I know you are not alive, and perhaps you cannot be killed because of that, but that doesn't mean I won't try." Neji dropped into a stance, closing his eyes. "Eight Trigrams! Gentle Fist Art! Sixty Four Palms!" he shouted, dashing at the second Hokage. He struck him, each time, without hesitation. The lifeless shell before him didn't respond to the assault, and when Neji stopped, out of breath, he hadn't injured the Hokage at all. The hokage held both hands together, reaching out to strike Neji. He connected with the child's stomach, and water sprouted instantly, throwing Neji back. Neji lay on his back, then propped himself on his elbows. The Hokage leapt up into the air, then dropped, aiming a heel at Neji's head.

"Neji, go. Go now." Lord Hiyashi Hyuga said as he collided with the Second Hokage, sending him of course.

"Lord Hiyashi…" Neji said, climbing to his feet.

"Make sure you and Hinata get out of here alive. At any cost, you two must escape with your lives." He bowed into a stance, waiting for the second to attack him. Neji ran.

"It has been a long time, and I was a small child, when you were the ruler of this land. Your return is unnatural, and I cannot allow it to continue."

"Water Style. Mizu Doragon no Jutsu!" he shouted, and a massive torrent of water, shaped like a dragon shot towards Hiyashi. (English: Water Style. Water Dragon Technique."

"Rotation!" he forced chakra out of every part of his body, and spun, deflecting the water dragon. He dashed forward, actually drawing a kunai, aware that his signature was useless. He clashed with the second, again and again, his speed making up for his lack of his jutsu.

Neji quickly caught up to Lee and Hinata, being that Lee could barely walk on his own. They moved as quickly as possible, Lee doing almost no running of his own.

"Neji, what happened?" Hinata asked.

"Lord Hiyashi stepped in, he is holding that monstrosity off. He said we must escape at all costs." Hinata nodded, and they continued.

Lord Hiyashi lay in a puddle of bloody water, his robes soaked with a mixture of both. The second hokage's animated corpse stood over him, emotionless, then turned and ran after his targets. As he ran through the village, he ran past a large complex, and decided to make a stop. He turned to it, and saw many insects flying around the compound.

"Shino, we must leave. Jiraiya has taken the most important documents, and everyone is fleeing." Shino's father stood next to him, and they began to leave as the hokage stood at the gate.

"That isn't possible." Shino said, vividly remembering the face from the Hokage's monument and his classes.

"Through dark and forbidden jutsu it is. Shino, leave." His father, adjusted his glasses, and stared at the second hokage. Shino leapt at his father's command, wide and to the side of the second.

"Water Style. Issui Kakuhan No Jutsu!" the second said, waving a hand at Shino after he finished the hand signs (Water Style. Water Whip Jutsu!). A jet of water shot out, following his hand motions. It struck Shino in the back, causing him to fall, and then once again as he connected with the ground. The second continued to strike Shino with it as his father leapt towards his enemy. He ducked under a strike, and lashed Shino into the air. He punched Shino's father once, sending him backwards, and then struck Shino once more. His glasses fell off, and he lay motionless.

"ABURAME SECRET JUTSU! BAKUHATSUTEKIMUSHI MURE NO JUTSU!" He shouted, forming several hand signs, then holding both arms straight out. Massive black swarms of hellish insects flew from his jacket, flying wide and then converging on the second. They rushed in, and massive explosions resulted as they approached. Smoke filled the compound, and he rushed to find his son. He checked the boys pulse, and a look of dismay crossed his face. He turned as the smoke cleared, and the second hokage was encased in a shield of water.

"Well done. You were always very bright, top of your class, if I recall. A prodigy of your clan. You do a dying breed honor." The second hokage said coldly. "Water Style! Tsunami No Jutsu!" he cried, and water appeared out of nowhere, flowing around the second hokage, crashing into Shino's father and the compound like water on rocks. The compound flooded, and Shino's father did not return. The second hokage leapt away, returning to the pursuit of the two Hyugas.

"Hinata…" Neji said softly.

"I know, I can see him too." Hianta replied sadly.

"He has returned, hasn't he?" Lee asked. "Which means that Lord Hiyashi has been defeated." Lee finished quietly. Hinata and Neji nodded solemnly.

"Hinata, Lord Hiyashi entrusted me with the mission of ensuring our escape, which would make me the leader of this squad." Neji said. Hinata looked at him, slightly puzzled. Rock Lee knew exactly what he meant. "I will sacrifice myself for the good of the mission. It is imperative that you survive, and maintain the main branch of the Hyuga clan, Lady Hinata." Neji stopped running, allowing Hinata time to take Lee's weight. He turned around and closed his eyes, taking a deep breath. He drew a kunai, and rushed at the second hokage. He slashed out and the hokage lazily dodged, toying with Neji. Neji kicked out furiously, and the hokage slapped his foot away. He continued with his assault, leaping over the hokage's back, and striking at his back with both fists. He did strike him, the hokage stumbled forward, then turned around, not affected or amused. He went through the familiar hand signs, and a jet of water extended outward.

"Rotation!" Neji cried, spinning rapidly, deflecting the jutsu. He ran forward once more, slinging several shuriken angrily at the second, then following with a carefully coordinated slash, and then another kick. The hokage continued to dodge lazily.

"Hinata! I thought I was very clear! You are too leave, now!" Neji cried, just before the Hokage lashed out, backhanding Neji and sending him sprawling across the pavement. He turned on Hinata, charging her. He went to stab, and Neji met his blow with his own two hands, catching the downward chop. Neji forced the second's hands upward, and then struck his stomach with both fists. He stumbled backwards, this time slightly annoyed. Without speech, the second moved through the hand signs, summoning the water dragon jutsu. It spiraled forward at Neji, who stood his ground.

"Rotation!" he cried as it splashed against his barrier. His rotation broke slightly before the jutsu, and he was sent sprawling backward. He slid and landed just in front of Hinata, who still had yet to leave. "Hinata, you need to leave! There is nothing you can do!" He continued his daring assault on the second, punching, kicking and slashing furiously. The second tried to leap over Neji's head, which Neji met head on, slashing the strap that held his armor in place. The heavy chest piece struck the ground with a bang, and Neji glared angrily. He rushed in once more, and the hoakge sidestepped, kicking Neji's legs. He fell forward, and the hokage elbowed Neji's back and kneed his stomach simultaneously. He pulled his arm and leg back, then kicked Neji with a lightning fast snap. He stopped his assault on Hinata, now fully focused on the relentless child prodigy. Neji lay on the ground, injured, and the second hokage stepped on his ribs and chest several times. Neji cried out in pain, and the hoakge kicked him again, sending him sprawling across the village road. He continued, kicking Neji's head violently. As he stood over the helpless genin, he formed his handsigns once more, and the dragon was conjured. It collided with the motionless genin in a furious display, crushing him into the ground. The second, satisfied, now moved to Hinata and Lee. He walked slowly, and Lee, the ever chivalrous taijutsu master, hobbled in front of Hinata, offering a weak defense, and perhaps a second for her to run. The second ran in, like lightning, and went to punch the stalwart Lee.

"Dynamic Entry!" Gai could be heard shouting as he entered the battle, his kick to the second's head sending him flying into a wall. Gai's eyes blazed, and the ground and air around him crackled. He was breathing heavily, and glared angrily at the one who would dare attack his favorite pupil.

"Gai sensei!" Lee shouted with a smile.

"Lee." Gai responded without his usual exuberant air, clearly taxed.

"Gai sensei, you have opened the gates! How many are you using?"

"Just two for the time being, Lee, but I might have to use a few more to get you out of here safely." The second stood up, brushed himself off, and looked at Gai. "Eight Demon Gates! Third Gate! Open!" Gai shouted, and the ground around him dropped several inches. Veins began to stand out slightly, and he charged the hokage. He punched his chest, and the hokage flew backwards. Gai continued his assault, leaping foot first into the crater in the building the hokage now called home. He grabbed the hokage's shirt, and tossed him back out, then leapt sky high, dropping like a rock, foot leading once again, dropping the hokage into a huge crater. "Fourth Gate! Open!" he shouted as he stood over the second hokage, dropped to his knees, then began furiously pounding him, alternating lightning fast punches as he kneeled over the prone Hokage. Gai was lifted off the ground on the wrong end of a stream of water, and he righted himself in midair. The second hokage stood up, and Hinata was the closest target. He conjured his sword, and rushed at her, intending on penetrating her chest. Hinata cringed as she was covered in blood, but it was not her own. Neji stood, shaking, in front of her, holding onto the blade with both hands, the sword shoved cleanly through his chest, his blood covering himself, Hinata, and the second.

"Neji!" Hinata shouted in horror.

"Lady…Hinata." Neji replied, looking as if he would fall was the second's sword not holding him up. The second flew backwards as a result of a powerful backhand Gai delivered to his chest. He tumbled multiple times then climbed to his feet. Without hesitation, Gai rocketed towards the second.

"Lord Orochimaru, we have confirmed reports that there are several groups of leaf Shinobi making their way out of the village. One is of particular interest, because they are pursued by the second hokage, and seem to be holding their own." Kabuto said as he kneeled before Orochimaru and Madara.

"Very well then, we will quell this little rebellion." Orochimaru replied.

"One more thing, the second hokage appears to be the only one of the three still standing."

"What? How is that possible?"

"Well, it would seem that the son of the third hokage destroyed the first, but sacrificed himself to do so, and the fourth was destroyed by a blond haired child wearing an orange jumpsuit. That's all we know." Kabuto finished.

"Fine, we will prevent them from leaving. Madara, will you join me?" Orochimaru asked as he slid into the ground. Madara nodded and did the same.

The second hokage and Gai were in midair, face to face, heading for earth as they traded blows. Gai kneed the second in the stomach, and then grabbed both of his shoulders. He began a violent descent, spinning rapidly.

"Hidden Lotus!" Gai yelled as he jumped away from the collision, planting his feet on the side of a building. The second crashed into the earth, and a huge dust cloud filled the battlefield. Gai charged back in, intent on finishing the fight.

"Neji…" Hinata said as she kneeled next to the dying prodigy.

"Lady Hinata, I do not have much time. There is something I must tell you." Hinata nodded, tears in her eyes.

"My…My battle with Naruto, it taught me something. And then, if that weren't enough, Lord Hiyashi revealed to me the true events that lead to my father's death."

"Neji, what are you talking about?" Hinata asked.

"I no longer resent the main branch, Hinata. I understand the main branch's purpose, and I know understand the secondary branches purpose. My purpose. I will die here today, for you, as my father died for your father. Please, Hinata, before I die, please promise me something."

"Anything." She said, still crying somewhat.

"Promise me that you will harbor no hatred for anyone on my behalf. Promise me that no matter what, you will not go out, hell-bent on revenge for my death. I have died here of my own choice, I did not have to intercept that blade. I died to defend you, of my own choice. I have no regrets about my decision, Hinata. Promise me, Lady Hinata."

"I promise Neji, I promise." She leaned over, her head on his stomach. He moved one hand slowly to rest on her head.

"Promise me one more thing. Promise me, that you will tell Naruto, thank you. Tell him I understand what he could only have told me by defeating me. I hold no illusions that he will not survive this catastrophe. Also, tell him, tell him how you really feel Hinata. He will need your comfort in the time to come. Be there for him." Neji's eyes closed, and he coughed slightly.

"Oh, Neji…" Hinata looked at his eyes.

"Remember me for how I am, in this moment, and not how I was, devoted to fated and idealistic thoughts." Neji's head turned, and he lay motionless.

"Neji!" Hinata cried, and she gripped his body tighter.

"Hinata, I think we need to be going now." Lee said softly. "Neji, I am sorry we never had a chance to fight, as I would have liked. You truly are a genius, Neji, and you always will be." Lee used one arm to hold his crutch, and the other to lift Hinata off the ground. She supported his weight once more, and they continued to watch the battle.

Gai fell from the sky, with both hands clasped above his head. The second shook the cobwebs from his skull, having been knocked around so much. Gai's fists crushed into the second's skull, and the ground under him collapsed as he was thrown beneath the earth. A massive crater opened, and Gai sighed a sigh of relief. He breathed heavily, and turned to look at Lee.

"Gai Sensei!" Lee smiled wide.

"Lee…" Gai continued to breath heavily as he smiled.

"Well done. For a jonin to stand up to a hokage, and to win, no less, is truly commendable. One of your stature will not be taken lightly." Orochimaru smiled as he and Madara appeared from the earth.

"Orochimaru, I should have known you were behind this. Though, you never seemed the type to get your hands dirty, unless it was personal."

"Oh, I won't, don't worry. That's what they are here for." Some several hundred sound and sand ninja had appeared on the ground or buildings around Gai, and he shook his head. "Resigning to defeat, I presume?" Orochimaru smiled widely.

"No, not yet."

"You don't have any energy left. I can see it in your eyes, and your body. You don't have the strength to continue."

"Not right now, I don't. But I do have a nice trick that got me this far. Eight Demon Gates! Fifth Gate, Limit Gate! Open!" he shouted, and the earth around him trembled.

"No, that can't be." Orochimaru said quietly.

"Sixth Gate, View Gate! Open!" Gai continued, and the air around him crackled.

"Kill him! Kill him now!"

"Seventh Gate, Wonder Gate! Open!" Gai said, as the sand and sound ninja leapt to attack him.

"Gai sensei! You cannot! Do not open the final gate!" Lee cried out.

"Orochimaru! You may have destroyed this village, but those kids WILL escape here! There is nothing I wouldn't sacrifice to see that the flame of youth lives on in them! EIGHTH GATE, DEATH GATE! OPEN!" Gai shouted just as the first of the sand and sound ninja had almost reached him. A wave of energy shot from his body, and they were thrown back, some into buildings, and some over them. The air and earth around him shook, and it began to rain. The rain practically avoided Gai, an immovable barrier surrounding him. He took a few slow, heavy steps towards Orochimaru, each one causing a deep footprint in the hard road. He disappeared, and all that was left was a small puddle where his foot had been. Screaming could be heard all around them, and then Gai returned. It was silent, no moans of pain coming from the once living Shinobi that had surrounded them.

"Another time, perhaps. But then, you won't have any more days, will you?" Orochimaru said slyly as he slid into the ground. His neck had just touched the earth as Gai's hand closed around it, and he lifted him from the earth. Gai held him in midair, at arm's length. His eyes glared with hatred as Orochimaru's were full of fear, and he struggled to break free. "No! Don't kill me, please! I promise, I will leave and never return! Just don't kill me!"

"Orochimaru, you pathetic snake. No, you're not good enough to be called a snake. You're a worm, a pathetic, cowardly worm. Is this how you act, when someone stands up to you?" Gai squeezed harder, and Orochimaru had trouble breathing and speaking. Madara slid into a wall, and Gai made no motion to go after him. Orochimaru's hands clamored at Gai's arm to no avail. His grip was iron, and his resolve impenetrable. Gai spun on a dime, backhanding Kabuto as he snuck up behind him. Kabuto was sent sprawling hundreds of feet back through the puddles. Orochimaru took this opportunity to extend his neck and bite Gai's hand, and his reflexes released Orochimaru's throat. He slithered into the ground and disappeared. "DAMNIT!" Gai shouted, the water around him vibrating, as if he could not control the volume of his voice. "Lee, let's go. I'm going to search for anymore who can make it out alive." Lee nodded, tears in his eyes, knowing Gai would be dead soon. He leapt from rooftop to rooftop, unintentionally breaking shingles each time his tremendous impact crashed into them.

Sasuke woke up with wind blowing through his hair and rain hitting his back. He looked around and realized Naruto was carrying him. But there was something off, Naruto was glowing red, and he had nine tails thrashing behind him. His normally black eyes were crimson red, and his normal, silly grin was erased, replaced by a look of solemn regret.

"Naruto…what happened? You look like you've been through hell and back." Naruto looked at him with an expression that could have only meant 'I have.' Sasuke didn't push it, as the chakra flowing off of Naruto practically demanded compliance. He landed on a roof, and let Sasuke off.

"We need to find Sakura, and get out of here as a team." Naruto said. Sasuke was hardly paying attention, pondering the motivation that had made his brother spare his life twice, perhaps even more. "Sasuke?" Naruto asked.

"Right, Sakura. Sorry." They leapt off the building together, scanning the ground below. Suddenly, Naruto dropped from the sky, and Sasuke followed. Naruto landed behind Sakura with a crash, and a crater formed around his feet. Sakura screamed, turned around, and drew a kunai.

"Sorry Sakura. I don't really know what's come over me." Sakura's eyes filled with concern, and Naruto was happy for the first time in the past several hours. She rushed past him and hugged Sasuke.

"Sasuke, are you alright?" she asked.

"I'm fine..Just let go." Sasuke said, pushing Sakura away from him. Naruto's heart sunk when he realized she hadn't been concerned for him at all. Sasuke seemed a little irritated, and Naruto noticed. He was probably irritated about Sakura's incessant "fangirl" attitude toward him, despite the fact that he had hardly been injured, just drained utterly of chakra, and Naruto was shaking he had so much chakra coming from him. Sasuke could tell he was barely holding himself in check.

"N..Naruto? Is everything alright?" Sakura asked, but Naruto paid no mind as he leapt into the sky, summoned a dozen shadow clones, and punched an incoming sand ninja. His clones followed suit, and in a matter of seconds, a group of twenty or more sand ninja were incapacitated.

How could I have fallen so far behind? Sasuke asked himself.

When did Naruto get so powerful? Sakura thought.

"Let's go, we don't have all day." Naruto commented, and he turned to leave. Sakura just now noticed the nine chakra-appendages flowing behind Naruto.

"Naruto, what are those?" she asked, pointing to his tails. Naruto, clearly puzzled, turned and looked behind him. His eyes were full of shock as he just now noticed them himself.

"I don't know! I don't even know how they got there!" he said.

"You didn't know they were there?" Sakura asked. "Idiot…"

"Wait, I think I remember now. I'll tell you guys everything when we make it out of here." Naruto said, the others nodded, and he leapt away.

As they approached the gate, Itachi stood there, waiting for them. Sasuke landed, and despite his usually hostile demeanor towards his brother, he said nothing, and his expression was not of hatred, but of confusion.

"Naruto Uzemaki, you are coming with me, or the girl dies." Itachi said as a clone appeared behind Sakura with a kunai at her throat.

"No!" both boys said, Naruto summoning a Rasengan instinctively, causing the chakra to whip up around him again. Sasuke held his arm down to summon the Chidori, and nothing came.

Damnit! I'm completely drained! Sasuke said.

"Stay out of this, Sasuke. I'm not here for you, I'm here for the boy and his fox." Naruto ran towards Itachi, and Itachi noticed the amount of chakra flowing from the child. "It would seem you are far more than a container, now, aren't you?" Itachi said, releasing his clone and teleporting himself to the side. Naruto ran harmlessly past, and with Sakura out of danger, he stood there, glaring at Itachi. "It seems that I can't do much here by myself. Farewell, Naruto, Sasuke. We will be seeing each other again, I'm sure." He turned to leave, and Sasuke spoke up.

"Brother!"

"What, Sasuke?"

"Why have you saved or spared my life, so many times now? I don't understand. Are you protecting me?"

"Yes, I'm protecting you. But, to ensure that you don't begin to harbor any feelings for me other than hatred…" Itachi hurled a kunai at lightning speed, and Sakura cried out. She fell to the ground, and Sasuke kneeled at her side.

"She's dead…" he said mournfully.

"NO!" Naruto cried out, leaping at Itachi once more, who decided it was time to leave before things got out of hand. He disappeared as Naruto's Rasengan collided with the ground at his feet.

Itachi reappeared in the forest, some miles away, and his foot was bloody.

"That was far too close for comfort." He remarked.

The chakra around Naruto began to solidify, and his body convulsed. His anger boiling over, he began to lose control.

"Naruto!" Sasuke shouted. Naruto's head snapped in his direction, bearing fangs in his mouth. "Calm down! There isn't anything we can do! She's dead…" he stood up, and looked at the ground. Naruto seemed to come to, and the chakra receded. He fell to his knees, totally defeated.