Minato's head snapped up from the paperwork he was currently doing. Was that a scream he heard? Kakashi came rushing into his office, Chidori in hand.

"They're here." He said quickly, making sure the room was secure.

"Who?" Minato asked. Kakashi stopped for a second and gave him a sideways glance.

"The Akatsuki." He said, though it appeared that he was calm, Minato could tell that Kakashi was thinking of various strategies, techniques and weaponry that could give them an advantage right now. Minato moved outside his office, where Kushina was monitoring the security feed. Obito must still be throwing a hissy fit over his decision, not that it matters much now.

"Seven in total, some are armed, some aren't. We can assume the ones that aren't have high level hand-to-hand combat training, if they feel confident enough to stroll in here without a weapon. They're taking hostages and the only people they've killed so far are the guards." Kakashi analysed coldly. The guards in the building weren't trained to take on Akatsuki and were getting slaughtered as the Akatsuki marched through the halls. Minato's other security were in Anbu or out, he thought of Choza. Was killing his son all leading up to this?

Kakashi tapped one of the monitors. "Look familiar?" Sure enough, it did.

"Pain." Minato affirmed, it matched the description Itachi had given. So, the big leader came all the way down here to meet him personally. He was flattered, and would make sure not to disappoint. Minato moved over to his desk and picked up his kunai. Holding it firmly, he familiarised himself with the feel of it. Naruto was proudly using Rasengan which left Minato only with his kunai, he would make do. He remembered the odd looks he got back in the day, a blade with three points was rare to say the least and certainly made him stand out. Twirling it on his finger, he couldn't help but think that he'd rather have no other weapon by his side.

"Alright then, shall we go and greet our guests?"

Kakashi's one eye widened, had the Hokage lost his mind? "What are you talking about? I have to get you and Kushina out of here."

Minato's face turned serious. "I am the fourth Hokage. I can't retreat when people who have sworn to protect me are getting torn apart like paper out there. The Akatsuki have crossed Konoha for the last time, I will settle this as Hokage. Kakashi, I need you to get Kushina out of here."

Kakashi considered this, then extended his hand in a fist. "I guess there is only one way to decide."

Minato raised an eyebrow, was this really how Kakashi wanted to do this? Putting out his own fist, they chose and Minato's couldn't help but stare at the result.

"Sometimes, all of those bits of paper getting torn apart can stand up to the mighty rock." As terrible a line as that was, Minato couldn't bring himself to call Kakashi on it.

"Kakashi-" He started.

"Save it, when my father died all those years ago, you both stepped in and helped raise me as one of your own. It would be an honor to repay you now." Kushina gave him a bone crushing hug and warned him not to die or else she'd make him pay. Knowing her, she would find some way to make his stay in the afterlife unpleasant just for dying on her.

"I contacted Anbu and let them know what is happening. When you get out, you let them know they have hostages." Minato nodded, not really sure what to say. He opted for placing a hand on his shoulder and telling him that he was always his favourite student.

"You're not just saying that because I might die, are you?" Kakashi joked.

"No." Minato said genuinely.

Kakashi nodded. "Can you make it to that secret exit yourself?"

Minato looked indignant. "I haven't gotten that old, Kakashi. I can still take care of myself."

"I never doubted it... goodbye Minato." Minato nodded sadly and followed Kushina out. Kakashi took one last deep breath and moved.

He took cover behind a wall and peeked out. A man with piercings and Pain were coming this way, he always got unlucky when opponents were concerned. Came with the territory, he supposed. The man with the piercings was huge and in this situation, the bigger threat. While Pain did lead Akatsuki, in this corridor Kakashi wouldn't want to be tangling with someone most likely twice his body weight. If the big guy managed to pin him, he was finished.

"Asura, we are approaching the Hokage's office." Pain stated. Asura, for his part, merely nodded in acknowledgement. Once the big guy went down, Kakashi could focus all of attention on Pain. He gripped his Chidori tightly, it was now or never.

He leaped out from the corner and fired two shots into the chest of Asura. Just as he was about to fire the final shot to the head, Pain was on him. He was fast, Kakashi noted, that could be a problem. He didn't have much time to note anything though, as a knife was embedded in his shoulder. He ducked under a kick and forced Pain back with a blow to the stomach. He brought Chidori up for the killing shot to the head, when his vision blurred. The bullet went to the right of Pain and landed harmlessly in the wall as Kakashi tried to steady himself.

"What was that?" Kakashi thought.

"The Anbu leader Kakashi Hatake, I am honored to meet you." Kakashi grunted as he pulled out the knife and jumped back. News travels fast apparently, no one bar a few people knew of his promotion to Anbu leader.

"Where is the Hokage?"

"That's a stupid question." Kakashi replied as he struggled to raise his gun and aim it. Pain didn't give him that chance, managing to disarm him and toss his Chidori away.

"Alright then, let's see how you counter this." He said, as he got into a fighting stance. If he couldn't shoot straight then he'd do this the old fashioned way. There must have been something on that knife, he just hoped it didn't slow him down. Kakashi threw a punch at about half strength, he wanted to test the waters and see what he was dealing with. While he knew it was a risk, he had to get a feel of Pain's fighting style.

Pain blocked the punch with his elbow and fell to the floor, landing a two-handed strike on Kakashi's knee. Kakashi was not expecting this at all and as his brain was trying to process what had happened while he was collapsing, Pain had pulled out an identical knife to the previous one. Kakashi just managed to roll out of the way as it landed, he spotted a purple liquid on the end of the knife. Whatever it was, it didn't look healthy.

Rising back up, Kakashi twised Pain's wrist causing him to drop the knife. With his other hand, Pain threw a hook which Kakashi caught and having both of his arms, Kakashi rammed him into the wall. Pain came out fighting though and they matched each other blow for blow. Eventually, Kakashi stepped back to catch his breath and reevaluate his options.

"He's able to render my gun useless and he doesn't even appear to be even out of breath after that little skirmish, impressive. Now what should I d-"

Kakashi was brought out of his thoughts by Asura, who shoulder charged him. Just as he looked up, Kakashi saw that he had a sub-machine gun and ran, bullets peppered the wall behind him. He ended up in the main offices of the building and in continuing with his string of luck, contained three more Paths of Pain. If they looked surprised to see him, they didn't show it. He dived in a cubicle to avoid another hail of gunfire.

The way he saw it, he had two advantages. First, he knew these offices like the back of his hand and could manoeuvre around them seamlessly. Secondly, when Minato asked him to join his security team, Kakashi brought his Anbu equipment with him. Minato said he wouldn't need it, but he sure was glad he brought it anyway. This included a few smoke grenades, which would blind the Paths of Pain and allow him to take them out one by one.

Therin, lay his biggest problem it was three on one. Wait, five on one, Pain had arrived and had begun explaining the situation. Kakashi took out three smoke grenades and simultaneously pulled the pins. There was no cry of panic from any of them as the smokescreen went up, they were professional and probably all as dangerous as Pain. If he was to stand a chance, he'd have to take out one of them who had a gun.

Darting through the offices, under the cover of smoke, Kakashi managed to spot an outline of a person wielding a gun. Pulling out his knife, Kakashi silently crept over. It was ironic how out of Team 7, he was the one who used close-quarter combat the least. He normally let Naruto and Sakura get up close and personal, yet here he was. He wondered if they were outside by now and had met up with Minato and Kushina. He wondered if he was going to see any of them again.

The man wasn't as bulky as some of the other Paths of Pain, and for that Kakashi was thankful. He thrusted the knife in once, twice, three times for good measure. The man didn't struggle, much. He didn't have much time, the smoke was dissipating and Pain would soon be on him.

Pain stalked the offices, cautiously looking out for Kakashi. Across the way, he saw Human on the ground and sent Naraka to check on him. Kakashi would've liked to draw more than one but he'd take what he could get. Detonating the explosives he planted on Human's body he took Naraka out as well. Two down, three more to go in this room and then Konan and another Path of Pain were somewhere else in the building.

"Alright, next plan. What equipment do I have left? Two flashbangs and one more explosive. Maybe if I stun one of them, I'll be able to get in finish the job before the others know what's going on."

Pain had to give credit where credit was due. Kakashi had managed to take two of them down, on top of that now that Naraka was gone, they had no medic. Another thing he had to give credit, was that for a big guy Preta sure moved quietly.

He grabbed Kakashi and tossed him to Asura, who clotheslined him and drove another knife into his stomach. Pain sauntered over nonchalantly.

"Nice movements, and a wide range of attacks. I'm afraid I need to kill you, so you won't become a nuisance to me later." Kakashi's mask was dropped slightly and for the first time in years he opened his other eye. The scar had not yet healed, probably never would. Not that it mattered now. He couldn't even move, could barely see with that poison's effects. But it was, nice, to be able to see out of both eyes for his last few moments. He didn't know why he kept his mask on for so long, guess he'd just gotten so used to it.

"The Rinnegan's effects will make sure that this is painless." Pain lied. "For what it's worth, I have no issue with you. The one I seek-" Even with his vision blurry, Kakashi could make out the golden movement and the blood which flowed down Pain's cheek like a waterfall.

"That would be me." Minato stated.

Pain cocked his head. "Good now I don't have to hunt you down." Without warning, Asura ran at Minato. Minato could've sharpened his kunai by the time the punch would've have taken to connect. Instead he ducked underneath, grabbed the arm and ran his kunai up the length of it, making sure to cut deep to render the arm useless. Next, he sent a vicious kick into Asura's legs. Satisfied at the cracking sound the leg made and that it was out of commission, Minato sent a final haymaker into Asura's throat, knocking him out.

"Your reputation precedes you, Yellow Flash. You are skilled in the art of violence and causing pain. I dare say you've been doing it your whole life, only becoming Hokage has allowed you to run free and cause suffering on more people than ever before."

"What are you talking about?" Minato furrowed his brow.

Pain ignored his question. "Only you're so fast and skilled, that I doubt that you've ever felt pain. Well, allow me to teach you a thing or two. Preta." Pain pulled out a new knife and Preta cracked his neck. Minato looked over at Kakashi and saw that he had blacked out, that was okay. He'd faced worse odds than two on one.

"So, you're saying that Jiraiya trained the leader of the Akatsuki." Sakura was still trying to wrap her head around this, as they quickly made their way over to the Hokage's building.

"He was just a kid back then, but yeah, he did."

"Alright, we know who Nagato and Konan are but who is Yahiko." Naruto furrowed his brow, he'd been wondering that himself. Itachi hadn't given any intel on anyone who looked close to that picture.

"Dunno, maybe he's still hiding in the shadows and Itachi never met him." She could hear the urgency in his voice and placed her hand on top of his.

"Naruto, I'm sure your parents are fine. Kakashi is with them."

"Kakashi and my Dad may be good, but they're not capable of taking down seven Akatsuki members." Naruto informed her as they arrived at the building. Yamato was the first to greet them and threw Naruto his Rasengan.

"It's loaded." Naruto nodded his thanks and surveyed the situation. They must have called in everyone. Shikamaru was standing beside his dad and Asuma. Kurenai was here with her team; Kiba, Neji and Shino. Tsunade and Shizune were also here.

Sakura got her own equipment, while Naruto walked over to Shikamaru, making sure his Rasengan was ready to go. "What do we got?"

"From the feed inside the building, we can confirm that they've got hostages." He motioned to a monitor which showed Konan and one of the Akatsuki members, watching over the hostages.

"It seems Kakashi has managed to take out two of them, before he got overwhelmed and your Dad also took down one of them." Naruto saw Kakashi, unconscious or dead, he didn't know. He also saw his Dad engaging Pain and another member, he was holding his own but years of virtually no combat and countless paperwork were beginning to take effect.

"What about my Mom?" Shikamaru looked uneasy before he pointed to a screen, which showed Kushina hiding under a desk. What the fuck? Why didn't she go for that exit, she could've... Naruto copped on. She must've made her way over there before Pain went into the offices, effectively cutting off her escape route.

"What's the plan of infiltration?" He asked.

"There is no plan." Tsunade piped up.

Naruto looked incredulous. "What? My parents are in there, they-"

Tsunade pointed at the monitor. "You see all those hostages in there. They're directly in front of our only entrance in. We're looking for alternate routes and I'll let you know when we find something." Her expression softened. "I'm sorry Naruto."

He couldn't hold it against her, she probably wanted to go in and save the day just as much as he did. It was shitty decisions like these, that she had to make so often, that made his Dad name her the new Hokage after all. But that wasn't going to stop him from going in.

Nodding sadly at her, he walked over to Sakura and gave her a wink, which she took as a sign to follow him. Making sure nobody was looking, he walked around the building and began feeling on the wall. If his Mom couldn't make out of this exit, he would go in and get her.

"Naruto, what are you doing." Sakura asked him and he shushed her. Feeling around a bit more, he found the switch.

"Thank you old man Sarutobi." He muttered and they made their way inside.

"You can't be serious." Sakura told him, as they creeped through the building.

"I'm entirely serious. Why do you think my godfather was so perverted. Ol' man Hiruzen Sarutobi rubbed off on him."

"Naruto..."

"Heard it as soon as I said it. Anyway, turns out the third Hokage was such a womaniser that he built a secret entrance into the building for all his lady friends to come through."

"Good God, you mean he... in his office." He turned to her.

"Why are you so surprised. I heard I was actually conceived on my Dad's desk."

"Naruto!"

"Alright, maybe not desk. But I was conceived not long after my Dad became Hokage, so it wouldn't surprise me." Sakura rolled her eyes.

"Anyway, how do you know about it?"

"Jiraiya showed me when I was young. I used to hide down here after I did a prank but eventually my Mom found out about it." Naruto shuddered at the memory. Kushina made her rage known at everyone that day. Jiraiya, Sarutobi, even his Dad who had nothing to do with it. They arrived at the other end.

"Alright you know the bookshelf near the file room." She nodded. "That's where we're gonna come out. I'm going to stop Pain and save my parents, can you take care of the hostages?" She was honored that he thought so much of her.

"You trust me with all that?"

"Well to be honest with you, I didn't think anyone else would come. So you were kind of my only option."

"I'm going to fucking kill you one of these days."

He chuckled lowly before turning serious. "Um, don't die and kick some ass."

Sakura raised an eyebrow. "Was that your attempt at a motivational speech?"

"Yeah, what did you think?"

"I thought it was better than anything Kakashi said?"

He smiled at this. "Really?"

"No." He pulled her in for a tight hug.

"Stay safe." He whispered.

"You too." She whispered back. Raising his Rasengan, he gave her one last look.

"Ready?" She nodded. "Moving." He opened the bookshelf and went right, as Sakura went left.

Kakashi awoke briefly, to find that Pain was gone. Relief went through him and then disappeared as quickly. He couldn't move and on top of that there was this horrible screeching noise. He couldn't figure it out until he turned his head to the right and horror replaced relief. Asura, dragging himself on the ground, was coming towards him. He must have woken as well.

Kakashi desperately looked around for a weapon. That sub-machine gun that Asura used earlier, it was right beside him. He must have dropped it when he went for Minato, Pain probably wouldn't have been happy if Minato was simply gunned down. Kakashi wanted to scream in frustration, his limbs just wouldn't obey him. He saw the Rinnegan drip from the knife Asura had in his mouth, as he pulled himself over with one arm.

This wasn't going to be a pleasant way to die. Making one last ditch effort and failing, Kakashi resigned himself to his faith. Asura was nearly on him, when a shotgun was placed to his head and opened it like a coconut. Except instead of delicious milk, blood and chunks went flying everywhere.

Naruto knelt down beside Kakashi. "Hey Kakashi, you with me?"

"Naruto." Kakashi mumbled, before passing out again.

"Damnit." Naruto exclaimed. He was about to try and wake him up before a scream, that could only come from his Dad, invaded his ears. Naruto rose and cursed before running in the direction of his dad.

"Just stay where you are Mom. I'll come back for you."

Sakura surveyed the large room which contained the hostages. Konan and another woman were watching over them. What did Itachi say about Konan again, oh yeah eyes like a hawk. Great. Sakura moved closer, slowly but surely and when one of the hostages spotted her, she put a finger to her lips. Now, Sakura was close to the hostages but Konan and the other one were across the room.

She had an idea but didn't know if she could go through with it. It would involve risking one of the hostages and might not even work. Sakura leaned out from the desk she was hiding behind and made eye contact with the hostage who spotted her. A woman, young, pretty. This didn't make Sakura feel any better, did she have a boyfriend? Husband? Kids? Shit. But Sakura had no choice, again putting a finger on her lips, she also gave a come hither motion and the woman crawled over.

Konan noticed one of the hostages trying to make a break for it and signalled Animal to take care of it. Animal fired a few shots at the woman causing her to collapse next to Sakura. Gasps and cries broke out between the hostages but Sakura just felt pissed off. As Animal intended to fire the killing shot, Sakura leapt out and turned the gun away. She landed a powerful headbutt which broke her nose, landed a powerful punch to the gut which winded her and finally, placing both hands on her head, snapped Animal's neck.

Konan moved between the hostages, denying Sakura the clear shot she needed. Growing frustrated, Sakura tossed Animal's gun aside and charged at Konan. She landed a knee which rocked Konan's world, but wasn't enough to slow her down. Sakura was like a bull, throwing big hits and hoping for a one-hit knockout. Konan glided through each blow, like paper in wind. She fluidly dodged, ducked and weaved through every attack, but that didn't mean a thing if she had no offence. If she expected Sakura to tire out, she was going to be sorely disappointed.

Training with Naruto, Sasuke, Kakashi and Tsunade, had left her with high stamina and she wasn't about to tire anytime soon. Konan, finally adapting to Sakura's rhythm, landed a kick on Sakura, which winded her. Many hand-to-hand experts were so used to dealing out damage, that when a surprise strike finally came, they struggled to deal with it. Now that she was on the attack, Konan moved in, right into Sakura's reach.

A savage overhead swing, left Konan reeling in agony. A rabbit punch to the throat, took all the air out of her and finally, an uppercut knocked her out cold. Sakura was out of breath as she walked to the front entrance to let the hostages out. Tsunade rushed over and started to question her.

"No time." Sakura told her, as she rushed over to the hostage who had been shot. Anbu began taking care of the hostages and took Konan away. One of them checked Animal for a pulse and then shook his head.

"Shizune, get my medical equipment. I'll handle her." Tsunade said to Sakura, who nodded and took off after Naruto.

Naruto aimed his Rasengan down every corner, as he moved. Pain and his Dad's fight looked to be quite destructive if the corridors were anything to go by. He made it to his Dad's office where he heard Pain.

"I thought... it would be... fitting for it... to end here." He panted, holding a pistol on his father. A Chidori, Naruto noticed. Most likely Kakashi's. Pain had cuts and bruises all over his face, but what really caught Naruto's attention, was his father's kunai, dug in Pain's back.

Rushing into the office, Naruto trained his Rasengan on him. "Drop it!" He ordered, noticing his father wasn't holding up much better.

Pain didn't even look at him. "You first." Naruto felt a sting in his back and his arms were suddenly pinned as Preta held him.

"Stupid, stupid, stupid." He had been so careful beforehand, but seeing his father made all of his training go down the toilet.

"Nagato, why are you doing this?" Naruto asked, feeling his body shut down. "You were trained by Jiraiya, just like us. What happened? What has Konoha ever done to you?" Pain finally acknowledged him.

"Naruto Namikaze, I heard you wanted to become Hokage just like your father here. And from your words, I see you suffer from even worse ignorance. It seems you have forgotten Master Jiraiya's quest for peace."

"You've got a lot of balls preaching to me about peace." Naruto shouted at him.

"Do you know what being Hokage entails?" Pain asked him.

"Of course I do."

"Really!" Pain turned to him. "So you know the power that the Hokage has, the decisions they have to make. All to protect the people of Konoha."

"What has this got to do with us."

Pain chuckled darkly before muttering. "He still doesn't know."

"Know what?"

"The Akatsuki weren't always a terrorist group. I still don't think we are, but that's beside the point. We used to be a freedom fighting group led by my best friend."

"Yahiko." Naruto breathed.

"Yes, Yahiko. He insisted that I was the inspiration but really we all followed him. We were trying to take down this take this dictator, Hanzo."

"Jiraiya fought him."

"He did indeed, in fact it was Hanzo who gave the Sannin their title, when they were in my village. That's how we met Jiraiya."

"Your village... Amegakure." Minato finally spoke up.

"Coming back to you know, is it Minato?"

"But I never-"

"DON'T FUCKING LIE TO ME, I WAS THERE." Pain shouted, as he pistol-whipped Minato, causing him to spit blood.

"Anyway Naruto, when we were going up against Hanzo, he already knew about us. How you may ask? With intel given, from Konoha. You see your Dad here didn't want a bunch of freedom fighters running Amegakure, despite the conditions we were living in. Hanzo made our village a living hell and your father let him get away with it. Hanzo tortured us all but it was when Yahiko died that we snapped. Yahiko... became a martyr for us and we repaid him by slaughtering anyone remotely close to Hanzo."

"You were upset, I get it. But what has that got to do with us? You had Amegakure under control, why come after Konoha." Naruto asked.

"Can't you see the hypocrisy of it all? The third Hokage sent the Sannin to take out Hanzo, so Konoha could rule Amegakure. But when it came time, that a group who could actually make Amegakure a better place by overthrowing Hanzo, your father tipped him off because he didn't want to affect the status quo."

Naruto looked at his father, who was starting to understand everything. Amegakure, the Akatsuki and the attacks on Konoha. He was slowly beginning to piece it all together, he might have actually done it, if Pain didn't blow his brains out.

Naruto screamed and anger outweighed the Rinnegan, as he broke free of Preta's hold on him. He hit him in the jaw with the butt of his Rasengan and two blasts, at that range tore big chunks of meat out of Preta's torso.

Just as he turned around, Pain clocked him, placed his hand on his father's desk and ran a knife through it. Naruto cried out in agony, as the Rinnegan was beginning to take effect once again. With his other hand, Naruto tried to pull the knife out but failed miserably. He began trembling as Pain pointed the gun at him now.

"Revenge is like a disease, it just keeps spreading. Over and over and over again. So what do we do about this? We quarantine the patients, all of them. If we want Konoha to have a brighter future, then we can't have a leader affected by this disease. I'm afraid, I can't let you live Naruto. If it's any consolation, after you, I'm the only one left with it. And I promise you, I'll take care of it." He said, tapping his cheek, where his cyanide tablet was.

Naruto closed his eyes and heard the shot go off, but felt nothing. He looked at Pain, whose face was torn and looking down. Naruto tilted his head down.

"Oh no" Naruto thought. Mixing in with the red of her hair, Kushina's blood was everywhere. She looked up at Naruto with sad eyes, not yet dead.

"Mom." Naruto breathed. Kushina wanted to say something to him, she really did but the only sound that came out her mouth was coughing up her own blood. She died drowning in it, unable to tell her baby boy how proud she was of him and how much she loved him.

Naruto let out a piercing scream and ripped out the knife from his hand. He ran at Pain and started beating him to a pulp. His eye was gouged, his nose cracked, his lips burst and teeth popped out.

He didn't fight back, he just said one word. "Uzumaki." Having his rage quenched, Naruto crawled over to the bodies of his parents before looking back at Pain, who simply gave him a single glance before biting down on his cyanide tablet.

Sakura rushed into the office and could only stare at the scene before her. A tear-stricken Naruto looked up at her with pleading eyes, as if asking to take the pain away. She couldn't do that, so she did the only thing she could think of and held him, as he sobbed against her.

A/N: Phew 10 chapters in. This one in particular, was a lot of fun to write (That's why it's out so quick after the last one). I got to watch the Pain fight again, so many epic moments in that fight.

Anyways, this author's note is just to thank you. If you've made it this far thank you so much and I hope you're enjoying the story so far. Not much else to say, if you think I can improve anywhere, don't hesitate to leave a review, feedback is always welcome.