Author's Note: Not much to report here. Enjoy Chapter 10.

Disclaimer: I do not own Naruto

Chapter 10 – Darkness Falls

Kisame was bored as he searched for Naruto. Though Madara had assigned the task to the Uchiha boy, he wanted to see for himself how strong the Nine-tails jinchuuriki was. The small team had easily slaughtered the ANBU squad guarding the 'secret entrance' and had separated once inside the village to perform their designated objectives. He was supposed to capture a young kunoichi with pink hair, but he decided to search for larger game first.

He had been here once before with his deceased partner, Itachi, but he still did not know the layout of the village very well. Before long, he had wandered into the Konoha market where the defenders had defeated a majority of the Akatsuki army.

The village had not had time to clean up after the mayhem of the battle. Dead bodies lay everywhere and blood covered the streets and the walls of the nearby buildings. Kisame loved it. He breathed in deep; he could still smell the carnage, almost see the chaos that must have ensued. He could even hear the buildings fall from the-wait a minute. That wasn't just in his mind. That was real. Kisame turned around and saw the Hokage Tower, the tallest building in the village, crumble to the ground with a resounding crash. He smirked, 'Madara seems to be having a fun time with his target, I see.' he thought.

Just then, the water-nin heard footsteps approaching from behind him. When he turned around, he saw a shinobi, clad in a green jumpsuit. He was staring at the falling tower in astonishment. When he snapped out of his shock, he said, "Who are you? And what have you done to the Hokage Tower?"

Kisame rolled his eyes, "Can you really still not remember me?" Withdrawing his sword, he added, "I'll make you remember my name, even if I have to carve it into you."

Mighty Gai recognized a threat when he heard one. A thrill ran through him as it always did before a battle. "A worthy challenge, I accept." He bowed before entering his combat stance.

A few moments earlier...

Tsunade stared daggers at the enemy shinobi in her office. "Even if I knew exactly where he was, I wouldn't tell you. He is on a mission, and isn't due back for some time." She lied smoothly.

Madara shook his finger at the Hokage, "Now, now, Tsunade; lies do not become you. I have it on good authority that it was Naruto himself that warned you that I was coming with my army."

How could he have known that? Only those present when Naruto gave his report knew about that. However he came by the information, there was no sense denying it any longer. "Who told you?"

"A lovely, plump, little man named Saito. I say, that man certainly squirms when he is nervous, doesn't he?" the Uchiha quipped, obviously enjoying himself.

This was exactly why Tsunade couldn't stand having an advisory council. With so many people in the loop it was impossible to keep things a secret for long. She would never understand why the Third allowed such a thing. She had attempted to abolish the council a number of times, but once a group got a taste of political power, it was difficult to give it up. Saito in particular was a power-hungry little whelp. But to betray the village like this? What could he hope to gain? His life in exchange? Surely he would have guessed that Madara would only keep him alive as long as he was useful.

Tsunade was fuming. It wasn't difficult to guess the rest of what happened. "Saito, he showed you the secret entrance into the tower, didn't he? Where is he?"

Madara clapped slowly, "Bravo, Tsunade. You always were a bright one. I must admit, that was a powerful genjutsu hiding the entrance. Even I had trouble finding it. And Saito is dead, he was of no further use. Trust me, I did you a favor in ridding the world of the likes of him. So, are you going to tell me where he is? Or shall I let Sasuke find him?"

Tsunade's mind went back to when she first met Naruto. The boy who had learned the Rasengan technique in less than a week. Jiriaya's student. Future Hokage. Tsunade smiled. He had brought her back from the brink of depression all those years ago. First, she had lost Nawaki, her younger brother. Then, she lost Dan, her lover. After that, she lost her sensei, the Third Hokage to Orochimaru. Finally, she had lost Jiraiya to Pain. Shizune, Sakura and Naruto were all she had left that she felt she could call family. Tsunade had faith in Naruto; a faith she hadn't allowed herself to feel since Dan. That little brat got underneath her skin the instant he risked his life for her against a foe he didn't stand a chance against.

Flashback (manga 167 – Naruto Saves Tsunade)

Kabuto had temporarily defeated Tsunade, but before he could land the final blow, Naruto stepped in and stopped the strike. The blonde attempted a counter strike, but Kabuto was too fast. He dodged the strike and used his chakra scalpel on Narurto's leg, causing him to stumble to the ground. The slug princess looked on as Naruto struggled to return to his feet. Tsunade screamed at Naruto, "For my sake, Naruto, stop it! If you die, you'll never accomplish your dreams or anything else!"

Kabuto began his final charge to cut the young shinobi down. Naruto created a shadow clone, not budging from Tsunade's side. The legendary Sannin watched helplessly as Kabuto swiftly approached Naruto and screamed, "That's enough Naruto! Get out of the way! Run!"

Kabuto, kunai in hand, lunged at Naruto. The blonde raised his hand, taking the blow through the palm and gripped Orochimaru's apprentice's fist tightly with his own. "Until I become Hokage, I refuse to die!" Naruto shouted.

Naruto's other palm started glowing with chakra as his clone focused on controlling the power until it was ready. "You won't be able to escape from this one." When the blue orb was complete, Naruto shoved into Kabuto's gut with all of his might.

Tsunade couldn't believe that this kid had perfected the Rasengan at such a young age in a short amount of time. This was someone worth believing in.

End Flashback

Tsunade, never a very patient person, couldn't contain herself any longer. She hurled first her desk, then herself at the Akatsuki leader, swinging with all of her impressive might. Madara became intangible and the desk, followed by the Hokage went straight through him, knocking a large hole in the wall behind him. Not done yet, Tsunade turned around and swung again and again at her opponent. The Uchiha easily dodged or passed through each blow since he could read her movements perfectly with his sharingan. Madara laughed, "Is this all the mighty Hokage has to offer?"

No matter how hard Tsunade fought, she couldn't land a single blow on her enemy. She was growing weary from maintaining chakra in her arms; she wouldn't be able to keep this up much longer. The worst part was that she knew that the Uchiha was just toying with her. Her only advantage was her strength which wasn't an advantage at all is she couldn't land a strike.

Then, an idea came to the Hokage. If she couldn't hit Madara with her fists, maybe she could hit something else. Tsunade rushed at the sharingan user once last time. Unconcerned, the Uchiha again let the blow pass right through him. The slug princess smirked. She continued sprinting straight through Madara and slammed her fist as hard as she could into the foundation pillar of the Hokage Tower. Without the pillar for support, the tower instantly began to lose stability, and any moment, it would collapse in on itself. Tsunade smiled at the Akatsuki leader. "I bet your eye didn't see that coming, eh Madara?" She charged him for the last time with all the strength she had left, not wanting to give him time to escape the collapsing building. If she was going to die, she was going to take him with her. After all, she was the Hokage; it was her duty.

Elsewhere in the village...

He couldn't sleep. When the battle had ended, he couldn't wait to brag to his teammates about his twelve kills. Then he found out about Tenten and the fact that the battle was won barely mattered. Rock Lee wandered the streets of Konoha seeking purpose and remembering his precious memories of his deceased friend and teammate. He saw the Hokage Tower fall, but couldn't bring himself to care, not after Tenten.

He continued walking despite the activity around him. After a while, he found himself alone, or nearly alone rather. Two ninja were fighting in the distance, and it was too intense of a match to be just a spar. Finally picking up his pace, Lee hurried towards the pair and skidded to a stop as the fight came to an end.

The victor was standing over his victim, "Now you will remember my name."

Lee recognized his sensei's corpse at the feet of the Akatsuki ninja. For the first time since he received the news about Tenten, emotions exploded inside of him. Gai was the closest thing he had to a father since his dad died during the Nine-Tailed demons rampage.

Not even bothering to keep the fury out of his voice, he asked, "Who are you?"

"Who, me? I'm just a traveler passing through." said Kisame sarcastically as he drew he large sword.

Lee had seen this man before. He had blocked his team's path when they were rushing to help save Gaara. "You! Whoever you are, I won't forgive you." Lee said as he moved into an attack position.

Kisame laughed, based on the kid's clothing, he was obviously a student of his latest victim. "Well, you certainly have your master' memory, I'll give you that." He kicked the body for emphasis. What were the odds of two people with abysmal memories becoming sensei and student? "I have no business with you, boy. If you get out of my way now, I'll let you live a while longer."

Ignoring the offer, Lee dashed to his opponent, leaving nothing but a trail of dust in his wake. He circled the enemy, adding to the unpredictability of his next attack. Kisame merely stood in place, unmoving, with a bored expression on his face. At last, Lee attacked, beginning with a thrust to the swordsman's stomach, doubling him over. The youth lifted his knee striking the water-nin in the face. The green clad ninja spun around and swept Kisame's legs out from underneath him and kicked him into the air. Lee leaped after his foe and kicked again and again, knocking him higher and higher above the ground. When they had reached a sufficient altitude, Lee unwrapped the straps around his arm and tied them around opponent. They spun rapidly together towards the ground. The youth shouted, "Primary Lotus!" and slammed the swordsmen into the ground head first.

Breathing hard, Lee back flipped away as he watched the dust settle. There Kisame stood, brushing some pebbles of his body. He looked completely uninjured. Kisame chuckled, darkly, "Well done, kid. It has been a long time since I've been knocked around like that. You fight just as well as your master. You use no chakra in your attacks, just pure taijutsu and yet you still have all of that speed and power. It's very impressive. My poor Samehada won't be able to feast on your chakra. Oh well, I guess he will have to suffice with feasting on your flesh!" Then, Kisame sprinted toward Lee, who was still recovering from using his Primary Lotus. The taijutsu master moved as quickly as he could to dodge the incoming blow, but he wasn't fast enough. Samehada nicked his side and using its many barbed scales, ripped deeply into his skin.

Lee dove and flipped to gain some distance between himself and his opponent. Unwilling to let the injured ninja get away so easily, Kisame expertly weaved several hand signs and shouted, "Shark Torpedo Jutsu!" The water-nin thrust his hands toward his enemy over and over again. Each time he did so, a torrent of water in the shape of a shark rocketed toward Lee. Holding his side in pain, the green clad shinobi ducked, dived, and otherwise evaded every attack using his instincts honed over years of being a taijutsu ninja. When the barrage finally ended, Lee asked, "If I'm not who you are after, then who is your target?"

Kisame stood at his full height and grinned evilly, "I seek the Nine-tailed demon fox and its jinchuriki host, Uzumaki Naruto."

"Naruto, eh?" Lee stood up and smiled inwardly.

Flashback (manga 85 – Konoha Training Grounds: Lee's New Technique)

After a long day of training, Gai came up to Lee and said, "Lee, I will now teach you a new technique. It will be your trump card." Lee became excited, always thrilled to learn something new from his master. "But, because of that, this technique will come with a strict condition." Gai turned serious, which grabbed Lee's attention. "That is, to protect a precious person."

End flashback

'Guy-sensei, your conditions for that move have been met; to protect a precious person.' he thought.

Lee bent over and removed the weights strapped to his arms and legs. Lifting them all but one in his right hand, he threw them at Kisame. The elite Akatsuki easily dodged and watched as the weights continued into a large boulder, creating a massive crack in the stone. The swordsmen turned his head in amazement back at Lee in time to see the last weight slam directly into his face. By the time Kisame regained his composure, Lee had opened the first six inner gates.

The taijutsu master had veins popping out all over his body and was pouring energy from every pore in his body. Lee vanished only to reappear behind Kisame and deliver a vicious roundhouse kick to his jaw. While, his opponent was still reeling from the attack, the Konoha shinobi used the opportunity to disarm the enemy of his precious weapon. Lee continued to throw blow after blow at the swordsmen; a powerful haymaker to the gut, a bone-shattering hook to his rib, and to conclude his combo, a devastating uppercut directly to his jaw. Kisame went soaring into the side of the building, nearly going through the wall. Lee ran after him, not planning to stop until his enemy was down for good. The water-nin stood up slowly, blood dripping from his mouth.

The green clad ninja leaped into the air and shouted, "Konoha Whirlwind!" Lee spun in mid air his leg aimed for another mighty strike at Kisame's head. At the last moment, the swordsmen lifted his arms to block the blow. When the hit landed, water erupted from the Akatsuki's hands and enveloped Lee.

"Water Prison Jutsu!" said Kisame. Entirely surrounded by water, Lee couldn't breathe. "You've been rather feisty, young one. If it is any consolation, I think you surpassed the other nut." After he was sure that Lee was trapped fully in his jutsu, Kisame examined his injuries. He had at least two broken ribs, a rather weak jaw, a limp caused by a hefty kick to his left thigh, and several other internal injuries he couldn't place. All in all, the kid had done a good job roughing him up. With his speed and strength, Kisame was lucky he managed to catch Lee's leg when he did. A few more blows of that caliber, and he may have been defeated.

Lee could feel his chest burning from a lack of air. He had been holding his breath for nearly a minute. Still holding the taijutsu master in his trap, Kisame walked over to where Samehada lay and picked up his legendary blade. Giving the sword a few good swings to get reacquainted, the sword master once again turned his attention to the oxygen-deprived Lee. He had decided to finish the young ninja swiftly. He had fought honorably, and deserved a quick death, not a slow agonizing drowning.

Lee had never felt worse. His lungs felt like they were going to explode, which was ironic, because there was nothing in them. His body felt sore all over; one of the after effects of opening so many gates at once. He had no choice, he would have to open the seventh gate. Nearly double the power temporarily at the expense of his life expectancy. His blood boiled; literally. The water around him began to bubble.

As the water grew in temperature, Kisame focused more chakra into the prison to maintain his hold on his tenant. But chakra wasn't the problem, the prison only had so much water, and it was evaporating at an alarming pace. The control required over the body to force your body temperature to increase to the boiling point was something he had never heard of. He broke off the water prison; no sense wasting chakra. Things were about to get interesting.

Lee stood with steam rising from him. His eyes were enflamed with a righteous rage. His skin had third-degree burns along his exposed skin due to the boiling water. The taijutsu master threw himself at his foe with abandon. He easily ducked a horizontal slash from Samehada and countered with a roundhouse kick to the chin. The water-nin managed to lean back, avoiding the blow, but wasn't fast enough to dodge the follow-up thrust to the chest. The Konoha-nin was just too fast.

Kisame formed seals and a wave of water exploded outward. Debri was blown backward as the wave spread, but Lee remained with merely more steam surrounding him. The Akatsuki sent another round of shark bullets towards the young ninja, but they were hacked out of existence by a few well placed punches.

Lee once again closed the distance between them, leading the charge with a flying dropkick. Kisame blocked with his sword, but the force behind the kick dropped him to his knee. The water-nin tried using the water on the ground to trip his opponent, but with the heat radiating off of him, it was impossible.

He lunged with his blade once more, forcing his opponent back, but the gap was instantly closed a split-second later. An uppercut sent Kisame reeling and Lee used the opportunity to launch his enemy into the air with a strong kick to the jaw. Not done yet, Lee leaped into the air landing another blow sending his opponent further into the sky. Kick after kick sent the pair higher and higher until they were higher than the highest building in Konoha. The young ninja finished his combo with a powerful punch forcing Kisame towards the ground.

The Akatsuki quickly made several seals and a torrent of water exploded from his hands towards the ground, slowing his rate of descent. He looked up and saw his attacker returning to ground level. 'Enough games, time to end this.' Kisame formed a long list of seals faster than most eyes could follow before unleashing an enormous shark surrounded by a lake's worth of water. Finding it's target, the shark swam through the air, quickly gaining speed. The falling ninja began to glow, which expanded into something resembling a falling meteor. The flames around the Konoha-nin brightened as

the two forces collided in mid-air.

The explosion was such that the swordsman was forced to look away until it passed. When he looked back up to see what had happened, his great shark had disappeared and the green shinobi was still falling. For a moment he thought he had won, but he recognized the stabilizing movements as his foe tried to land on his feet. When he landed, he did so in a kneeling position, creating a small indent in the street.

"It isn't possible. No one has ever survived my pet before." Kisame said with disbelief. He clenched his grip on his legendary blade and charged without further preamble, hoping to catch his opponent off guard. Using all of his years of training as a Kenjutsu master, he swung his blade with perfect precision; never without purpose or excessive force. His style was powerful but graceful, elegant, yet savage. Yet no matter how perfect his stance, he could not land a strike on the young ninja. His foe moved with even greater precision, never more than necessary to avoid injury. Furthermore, he waited to evade until the last possible instant, making any alteration on Kisame's part impossible.

Finally, the swordsman made his first error. In trying to anticipate his opponent's evasion, he intentionally swung his blade wide. Unfortunately, Lee was no longer planning on dodging. Switching to offensive, Lee moved into the strike. He grabbed Kisame by the wrist and using his shoulder as a fulcrum, pulled as hard as he could. The Akatsuki's elbow, unable to bend that direction, snapped, both disarming and incapacitating him.

Kisame lay, defeated. If he was going to die here, he at least wanted to know how he was defeated. "How are you stronger than your master?"

"My master taught me all he knew, but it is not all I learned. I am a ninja because he saw potential in me. I am a master because he invested his life into me. And I defeated you because he passed on his will of fire to me." he answered as he closed his inner gates. "Now, how many others infiltrated the village?"

Kisame laughed. "You'll get nothing from me kid. If I go, my secrets go with me."

Lee's face remained stone cold, "If you do not tell me what I need to know, I will kill you."

The Akatsuki's face suddenly turned dead serious. "I am the last of the Seven Swordsmen of the Mist. The only way I will die is of my own will." Having said this, he bit off a false tooth, swallowing the lethal contents before Lee could stop him.

The young ninja could do nothing as his opponent twitched one final time before finally accepting death's cold embrace. The taijutsu master was surprised at the lengths the water-nin would go to protect his comrades. "In your own way, you were an honorable ninja, Kisame Hoshigaki. I will remember your name."

Lee succumbed to the after-effects of opening the gates. Blood freely poured from his ears and nose due to the strain it placed on his body. His legs stiffened, forcing him to fall on his back. Now he could only hope that an ally found him instead of an enemy. 'Guy-Sensei, I did it. I protected a precious person.' With that thought, Lee faded into darkness.

Author's Note: Not one of my best chapter's perhaps, but I wanted a fight between Kisame and Gai's Student. Hope you enjoyed. Please review and let me know what you thought!

Thanks again to Dinesh for reviewing the chapter for me and giving me some great ideas to improve it!