Disclaimer: This work was based of Masashi Kishimoto, creator of Naruto. This work is purely for the enjoyment of this fan fiction author and the fans that decide to read it. It may contain elements of other copyrighted works. No money is being or will be made from this.

Warning: OCs OOCs Sues, and some crack. You have been warned.

Note 1: AU.

He was Fear

chapter five

The next thing Team 7 knew was that they were safely tucked in some futons at the house of their client. They were told by the man's daughter that they had been brought to the house by their blonde teammate who had not succumbed to whatever it was that had gotten them into their unconscious states. Kakashi was the first of the group to get up, he immediately went about creating two Kage Bushin to keep watch over the house, more against rats than any additional encounters with Zabuza.

Sasuke was the next one find the strength to stand, he had never felt so cold in his life, chakra exhaustion was not something he wanted to experience a second time around as it had left his body vulnerable to the cold of the blizzard that raged around him at the time.

Sakura followed suit, looking the worst of the lot, she had barely survived the coming of the cold after all. Tazuna had more in terms of endurance than she did as he had been up and about far longer than any of the formerly downed ninja, though Naruto had never really fallen asleep to begin with.

Kakashi followed up his rat protections with a mission update sent to the Hokage, it would never reach the old man thanks to Naruto's efforts, this was their mission after all and the old man could hear about it or read about in the final mission report when everything was over and done with. He sent off a karasu tengu after the chakra construct that was used to sent the message back to the village. With it's job completed the tengu simply vanished back into the darkness and imagination from whence it came.

"Alright team," Kakashi said once he had sent the message, he had gathered them up around the dining table while Tazuna prepared his things for his day, "The mission has just been bumped up in rank, as you are all well aware we were attacked yesterday by a Kiri-nuke-nin as well as someone that is capable of summoning a blizzard in a land not known for its snow storms. Zabuza will return, that much I am sure of. I don't know when or where he will appear, but it is sure that we will face him and his accomplice again."

"I'd give him a week before he attacks you again," Naruto said, "He should be suffering from some frostbite right about now."

"You might have a point Naruto, might," Kakashi said, "I don't recall much of the battle, but due to your state of being I would assume that instead of joining the defensive formation around Tazuna you ran and hid, unlike your two teammates."

"I do not hide, Kakashi-sensei," Naruto stated coldly, "I wait for the perfect time to strike, also I was the one to drive off those rats that you are so deathly afraid of."

"Rats?" Sasuke asked, Sakura felt a cold hand play with her spine at the mention of rats as she remembered the scene she had come across at the academy.

"I guess you deserve to know," Kakashi said resigned to his fate of explaining what Naruto meant by rats, "As I'm sure you aren't really aware, the civilian side of the village has been put under a form of martial law, there is a nightly curfew that all civilians must abide by. This was put in place after several unnatural occurrences that had been plaguing the village in recent years. One of these unnatural occurrences was the appearance of a kind of rat king and its army of rats, a formidable foe that seems intent on having me for breakfast, lunch, or dinner."

"What's so scary about a bunch of rats?" Sasuke asked, "I've killed a few with the Katon jutsu I know."

"These rats are no ordinary rats, and this rat king...facing them is like facing an army of men just a whole lot more dangerous and on a whole different level of strange," Kakashi said, "Three jounin and one chunin were unable to defeat this army. Remember the day I was over five hours late?"

"Yes," Sasuke said, while Sakura shivered even more as if feeling Setsuna close by.

"The reason was that those rats attacked me," Kakashi said, "I had you leave the room and meet me on the roof so that I could determine if I had been seeing things or there really was some sort of rat monster in that classroom of yours. I was right and so wrong at the same time. I'd have never thought that I would have a fight for my life against a horde of rats."

"You looked like you managed to defeat the rats by the time we arrived on scene," Sasuke noted as he remembered that there were only dead rats in sight along with the ninja that had fought them.

"We were saved by something that had ordered the rats to leave," Kakashi explained, "It was this voice that we all heard in our minds, its voice was of unearthly in quality. It simply spoke 'leave' and they left, the leader of the rats leaving me a personal message along with possibly Asuma."

"So these rats have been hunting you since?" Sasuke asked, just to be sure that there was a chance that he'd be able to test himself against something that his sensei had trouble dealing with but so many pest exterminators wouldn't really break a sweat at, "Is there a chance that we'll face them?"

"There is a big chance that we'll meet them in battle," Kakashi said, "And as loathe as I am to say this, I will leave Zabuza to the three of you should these rats appear."

"Hai, sensei," Sasuke said, he was fine with that a strong opponent was strong opponent, he just hoped his teammates didn't hold him back.

"It would be a pleasure to face such a physically powerful foe," Naruto stated, even licking his lips at the prospect.

"H-hai, sensei," Sakura said, hesitantly at the order.

After their little meeting, which none of the other inhabitants of the house heard even a part of, Tazuna dropped by the table and sat down just as Tsunami brought out breakfast, her son Inari coming down the stairs and was the last to arrive at the table.

"So, Tazuna-san, what'll we be doing today?" Kakashi asked the client over a meal of fish.

"You and your brats will be protecting me and my workers over at the constructions site," Tazuna stated, "The sooner the bridge is finished, the sooner Wave can start retaking back what was taken from us by Gato."

"Alright then," Kakashi said, then addressed his subordinates, "I would have all three of you take this mission seriously. This is not a game, nor is it a D-rank mission, this is life and death as I'm sure you are already well aware of. The enemy may come for the client at any time, so be alert."

"Kakashi-sensei," Sakura piped up.

"Yes, Sakura-chan?" Kakashi said.

"I was useless in the last battle..how..how will I be of use in any of the next ones?" she asked, he felt truly useless, and Naruto didn't need to do anything to make her admit it.

"At the same time that we are guarding Tazuna, I'll train you three," Kakashi said, "I've been neglecting that part of being a jounin-sensei."

After breakfast they all made their way to the bridge, Naruto leaving his rat king creation behind along with its army to guard the house and cause Kakashi's clones some problems. This would indirectly affect Kakashi in himself once he received the clones memories at the end of the mission.

Kakashi had the genin help out with the construction while he did the real protection, he also had them train one at a time, whether in taijutsu or in chakra control. Sakura had perfect chakra control which was why Kakashi had her train in taijutsu, Sasuke train in it as well, leaving Naruto to train his chakra control, not that he really needed it but he had to keep up the act of being human and having human faults like having a lower quality of chakra control as compared to his teammates. Since everything that a shinobi could do was a fear of someone or something in existence, he didn't really need to use his chakra all that much, but he did simply because it was expected of him.

While Team 7 trained and guarded Tazuna, his employees, and the bridge, Zabuza was busy recovering from hypothermia and not frostbite. Haku had been ordered to stay with him and pretend to be his tool, to act as she once did. She tended to him like a nurse, and hid her new physical features behind genjutsu and masks, Zabuza didn't bother having her remove them as he thought they made her all them ore deadly.

Gato had already paid him a visit, insulting him by calling him a baby demon. He was the Demon of the Mist, a deadly swordsman that wielded one of seven legendary blades, not some amateur at the art of kenjutsu. Had it not been for the arrival of all those rats he would have succeeded in his assassination as the blizzard helped him greatly against a foe that relied far too much on his sense of sight.

Setsuna was to keep watch over Haku during this time of infiltration and was tasked with eliminating Zabuza should he try and kill his former subordinate. Haku was given the task of distracting Zabuza for the time being, she was tasked with making sure that Zabuza didn't attack of a week. She was also ordered to sever ties with the man that dared to claim to be a demon, once the mission drew to a close.

Eventually the upper jounin level ninja grew tired to training after getting better as well as grew tired of his own personal curiosity about why his tool had been hiding her looks from him, it wasn't as if he'd not seen every inch of her already, what was there to hide.

"Haku," Zabuza called her over.

"Hai, Zabuza-sama?" Haku said as she approached him.

"What has gotten into you?" Zabuza demanded, "Why have you placed layer upon layer of genjutsu over yourself? What do you have to hide that I haven't seen before?" he was expecting an answer, "Well?"

"I..well.." Haku didn't know what to say, "After the last battle..I changed a little.."

"Show me," Zabuza ordered.

"If I must," Haku said, having no choice and not knowing that Setsuna was there to protect her she dispelled her illusions and removed her mask. The face that was revealed was even more alluring and attractive than it had ever been before, she was a living spirit of seduction. She was the first of her kind, a human transformed into a demon. Zabuza actually liked what he saw, and Haku didn't know that she was actually using some of her power on him which was making him more attracted to her new form.

"It looks like I've found another way for us to gather some funds for the rebellion," Zabuza said, whistling a bit at the many opportunities that had just sprung up.

"What are you talking about Zabuza-sama?" Haku asked him, not really liking the gleam in his eyes as he leered at her.

"You should already know," Zabuza said, "This might have been caused by an upgrade or something to your bloodline limit. With your new look, lots of merchants and nobles are sure to want to spend some time with you. I'll have you take some lessons from some geisha I know once we're done with this job."

"I.." Haku was about to protest, but remembered her orders, "Hai, Zabuza-sama."

Setsuna from her hiding place was not happy, not happy at all. She had been created with bits of inspiration from some of the best geishas and whores in the lands, and she didn't enjoy the fact that a man was paying more attention to her sister than her, not that Zabuza could see her. But what really riled her up was the fact that Zabuza wanted to use her sister to make money, not really caring to know what rebellion he was talking about.

Naruto grew bored as the week came to a close, he mentally ordered Setsuna to push Haku into convincing Zabuza to attack the bridge. He wanted some excitement, he was born a human and not Fear, so there were a lot of things that remained, one of those things was the dislike for boredom. He had yet to grow accustomed to long times of nothing to do.

Setsuna moved quickly, and taught Haku some tricks to use on men to get them to do her bidding. Zabuza was unprepared for Haku's feminine attack on him, which was why he was eager for a blood bath on the bridge. He still needed the millions he had been promised by Gato after all, and the promise of being the first to taste Haku's flesh was just icing on the cake.

His attack came as a surprise to Kakashi, Sakura who he had been training fell off of the bridge and into the water, but luckily for her she had been taught the water walking exercise allowing her to instinctively land on her feet and race back onto the bridge and prepare to protect Tazuna.

Sasuke entered into his family's taijutsu opening stance, and activated his doujutsu to enable him not to miss anything within his vision. Kakashi recovered from his surprise and uncovered his eye to make himself better prepared to defeat this foe, he hadn't had the chance to reveal the eye in his last battle with the man.

Naruto wasn't all that surprised since Setsuna had sent word to him that Zabuza was on his way. He prepared himself for a fight, one where he would rely on his ninja skills rather than his special abilities.

The master of silent killing had no chance to set up the playing field the way he needed it to perform his specialties since the rats poured onto the bridge from all sides as soon as the man stepped foot on the bridge. Kakashi's orders to the genin were in effect, he would face the horde of rats while the genin challenged Zabuza.

Gato was an under-handed individual and resorted to cheap tricks to get his way some of the time, one of these tricks was getting himself a hostage to use against those insects that were causing him some minor problems. He had sent two of his best men to Tazuna's house with orders to get him one hostage, they could do as they pleased with anyone else found in the house.

The two ronin got more than they bargained for when instead of finding the engineer's family they found themselves face to face with more rats than they had ever seen in their lives, along with something new. They were centipedes, but what set them apart from the rest, or at least set one of them apart from all the rest was its sheer size, it was as three times as big as the house that Tazuna's family stayed in, or rather it could wrap its entire body around the house, covering it in it's coils completely three times.

These meat eaters descended upon the two ronin like locusts on a field of grain. It was madness. No matter what they tried they could do nothing to save themselves or each other. The rats and centipedes eventually ended up fighting each other for the few scraps that remained of the two ronin, then they remembered that there should be two kage bushin still around for them to toy with. Kakashi would be a voluntary insomniac for a few weeks after the mission to Wave.

Sasuke attacked with Katon jutsu as well as his increased speed, he was like a being of fire as fire trailed behind and surrounded him as he moved and attacked, even his punches and kicks had a bit of flame to them. Sakura decided to stay behind and continue to protect Tazuna as she knew that Zabuza could not hope to win the battle alone, someone must have called up the blizzard that had attacked them during the first encounter.

Naruto swamped their part of the bridge with clones, all of them herded Zabuza within range of each and every one of Sasuke's attacks. They were working as a tandem, one would set the nuke-nin up while the other would try and take the man down.

Naruto only had his clone and the academy jutsu, two of them anyway, he made use of all three of those jutsu to attack the nuke-nin proving that it wasn't how much one knew but how one used what one knew. Not a movement was wasted, he wanted to see how much he had improved in his ninja arts just as much as Sasuke wanted to see how he himself had improved over all.

They need not speak to one another to know what the other was planning, that was how synchronized they were in their thinking and actions, Sasuke's eyes helped of course. Zabuza doubted that he had rusted during his life as a nuke-nin, but as he was being countered and nearly bested by two genin, he couldn't take it any more and simply went into a berserker rage. He flared his chakra and attacked like the demon he had been named.

Naruto and Sasuke were forced into the defensive, both of them not daring to mess up in the game of life and death. Sasuke because he didn't want to die and Naruto because he didn't want anyone to know of what he was truly capable off.

Chakra enhacnced metal met with legendary weapon, loud clangs, and the crashing of steel rang out across the bridge every now and then. Some parts of the legendary blade were melted off thanks to Sasuke's flames, it couldn't regenerate due to the lack of blood to draw iron from. There wasn't any time to use jutsu that required seals, and Naruto's kage bushins no longer needed its shortcut handsign as the jutsu was made for the blonde.

Zabuza had transcended from a mere man into a more mortal monster. His sword sang and actually finally managed to land a solid blow to Sasuke, nearly disemboweling him but instead flung him in the direction of Sakura with a gaping wound where his stomach was. The kunoichi wasted no time in pulling out her first aid kit and began trying to stem the flow of blood from the wound, she didn't want the boy she had a crush on to die on her watch, she feared failure at this point more than her own death.

"You've witnessed what I am capable off, why do you not cower in fear or beg for mercy like the others before you?" Zabuza asked as he tried to decapitate Naruto who barely dodged the swipe of the blade with the aid of a kawarimi with a clone.

He appeared behind Zabuza with a smile that would have put some fear into the Devil himself. He held in his hand a piece of kubikiri honchou, and with him he skewered Zabuza on part of his own blade, the thing regenerating on his own blood rather than of his opponent's.

"The answer is simple" Naruto whispered into the man's ear, "I am Fear."

Those three simple words sent chills racing up and down the Demon of the Mist's spine. He knew fear, he had faced him, and with his last breath he claimed what he would become in his next life, denying the shinigami of a soul.

"I AM the Demon of the Mists," that was the extent of what he could say as Naruto ripped out the half of the blade he held with bleeding hands out of the back of the nuke-nin.

Such conviction Naruto had never thought that he would encounter anyone with such attachment to such a title. It was unique in and of itself as Zabuza was the only one with the honor of holding it. With such a claim with his dying breath, a somewhat defiant act against a clearly more powerful adversary, Naruto decided to show the soul some kindness. Instead of the nuke-nin being cursed as being a mere vengeful and restless spirit, he was transformed into a formless demon of mist. He was the unknown being that people feared when walking through mist or fog. He was a formless and silent killer.

'Will you serve?' Naruto's eerie echoing mental whisper filled Zabuza's soul with clarity.

'I would like to propose a deal..' was the reply, there was still some defiance left in the swordsman's soul, 'I will serve if I will be allowed to aid my comrades with the rebellion against the Mizukage.'

'Deal' Naruto agreed, and pushed his power forth and forever changed Zabuza into a real demon.

His mortal body was lowered to the ground by a pair of kage bushin as his soul was transformed and merged with the mists that he used for his silent killing techniques. He was invisible to the mortal eye so long as he was not intent to frighten or attack them as well as as long as Naruto willed him not to be seen. Haku could still see him though, but now he was forever changed like she was and unlike his mortal self, he was now more and also no longer her master as they now served one and the same.

Once again Kakashi found himself unable to kill his flea'd foe the rats. He was unable to kill them all nor reach the leader of the horde, but he was satisfied that he had managed to hold them back from harming anyone else save for himself. He was satisfied with his accomplishment up until he saw Sakura desperately trying to stop Sasuke from bleeding to death. The rats had run off again, but one of his genin was in danger of dying from blood loss.

He noticed Naruto standing beside the body of Zabuza, his hands bleeding from holding onto the blade of kubikiri honchou barehanded. The genin still had strength in him just in case someone else decided to attack, there were also those shadows hidden in mist that Kakashi could barely see, he supposed that they were clones.

"Naruto keep a lookout for anything suspicious!" Kakashi ordered, "I need to heal Sasuke."

Naruto jumped at the chance to have a bit of fun with the approaching enemy. Gato was on his way to finish the job that he knew Zabuza would be unable to accomplish. Gato was a man of results, and Zabuza had failed to show any, which was why he believed that the swordsman had lost.

He arrived on a yacht accompanied by an assortment of mercenaries. He was smug in the fact that his assessment of the situation was correct, save for there being one shinobi with the strength left to fight and stand up to him.

"It seems to me that the baby demon lost to a bunch of brats and a blind man," Gato said loud enough for all those on the boat and bridge to hear, he then addressed his men, "Bring me the heads of the bridge builder and those ninja. The ones that bring me their heads will get a bonus.." he then spied that there was a kuoichi in the group, "leave the girl alive, she looks worth selling in the slave market."

"Hai!" the mercenaries said then jumped from boat to bridge ad charged the weakened ninja, not noticing that there was one missing, Naruto was situated far from his team, he was actually closer to Gato than the short man thought.

The mercenaries raced toward the still recovering Konoha-nin, but well before they could reach their targets they were stopped in their tracks, literally, by a wall of ice that surrounded them. Had anyone seen him, they would have seen Naruto smiling brightly at what was about to occur. It was sight that should not be exposed to even a child as the child would become traumatized and never wish to smile again.

The men began to shout in alarm as soon as the walls of ice boxed them in. Kakashi looked behind him to see the wall of ice that had sprouted from out of nowhere, he didn't know what to think save for thank whatever kami was watching over them as the mercenaries were far too many, from the sounds of the shouting, for one lone jounin with an injured student to deal with.

The shouts turned to horrified and blood curdling screams of terror as soon as a dense mist blanketed the bridge. There were shouts of people begging for mercy along with shouts of 'demon' and 'devil'. Sakura realized after a while that all the blood flowing on the bridge couldn't belong only to her black haired teammate, there was just too much of it to belong to even their whole team. The waters below the yet to be completed bridge turned crimson at the amount of blood that was being spilled.

Following the realization she also noticed that her blonde haired teammate was nowhere to be found, the mist was far too thick for her regular eyes to see through it. Then the rats began to descend upon the bridge once more, Kakashi rose from his squatting position and stopped trying to patch up his gravely wounded student as he prepared himself to defend his team and client.

But he didn't need to as the rats swarmed around the blood and the box made of ice. They lapped at all the blood, as much as their numerous little bodies could consume they consumed. It was like a scene right out of a banned horror flick, too gory for any rating to be properly applied. Then of course at the tail end of all the rats was the humanoid form of the rat king, the ten headed and ten tailed rat that walked on two legs. In it's eyes Kakashi could see hunger for human flesh and a thirst for human blood.

It stalked past Kakashi, it was only a meter or so away from Kakashi yet it did not turn to face and attack him, it was clearly intent on the box of ice and the treasure trove within. Like the monster that it was it charged the box, whose screams and shouts had lessened, the when the walls would not give in to its attacks it began to scale the walls.

Gato watched from his yacht, he didn't know what to think of the situation, he didn't know what to feel about the situation. By the time he noticed all the blood that had stained the waters below it was too late for him. Naruto had crept up behind him, and held a kunai to his neck.

"Sign over all you own to me, Namikaze Uzumaki Naruto," Naruto told the pig of a man, "If you do, I'll let you live, if you don't..well..your blood with join the crimson tide."

He pressed the kunai against the man's neck, hard enough to draw some blood, it was a good enough tactic to get the man to cooperate, and when certain documents were placed in front of him by Setsuna he willingly signed his life away. He was a pig of a man, a lazy one at that, and a tendril of darkness later, and he was turned into an anthropomorphic wild boar. One that was completely and perfectly under Naruto's control.

"Inform Yakubyou that he may feast on what remains of the mercenaries, they are no longer needed in this world," Naruto told Setsuna who went about her task happily, he then addressed Haku, "You have done well. Since this mission is almost over, I have a question for you."

"What is it, Naruto-sama?" she asked him.

"Do you want to come back to Konoha with me, or wait here with Zabuza until I come back to fulfil my end of my bargain with him?" he asked her.

"I'll come, go, or stay, wherever and whenever you want me to," she told him, an obedient servant though no longer a mere tool.

"Then remain here after I have left, and make sure that Zabuza and yourself grow stronger," Naruto said, "Gather fear from the humans around you. Make this country fear the dark, the shadows, and the night, as they once did before there were shinobi protecting them. Make a name for yourself, and have Zabuza do the same as well, I would like to hear whispered rumors or stories of the two of you in the near future."

"Hai, Naruto-sama," Haku happily said, eager to serve her master.

Zabuza, Setsuna, and Yakubyou, had gathered quite a large quantity of fear from all the mercenaries, they divided the spoils amongst themselves, while Setsuna left the flesh, blood, and bones of the deceased for Zabuza, Yakubyou, and Ekibyou the Centipede king, to feast upon.

Team 7 was thanked by the people of Wave, the ones that lived in the village that Tazuna lived in, even though they didn't know what had really happened on the bridge though Tazuna was sure to spread some stories of the battle around as he had borne witness to it all, remaining sober gave him the strength to stay conscious through it all.

Tsunami would tell her own tale, about how trespassers and would be kidnappers had been eaten alive by centipedes and rats, a story that Inari would help circulate amongst the children, the stories eventually growing out of proportion but still giving power to Ekibyou and her brood along with Yakubyou and his horde.

Team 7 stayed until the bridge was completed, and when it was, Tazuna decided to give it the name the Great Naruto Bridge as he was only one left standing at the end of the battle between shinobi as well as at the end of the horror show that had ended the lives of many a mercenary as well as was presumed to be the cause of Gato's disappearance.

Stories would begin to circulate from Wave, stories about an ice maiden that haunted the paths leading to Wave, about a demon in the mists that would harm any foolish enough to seek it out or wish to harm the people of Wave or even those that wished to vandalize the bridge. Rats and centipedes were used to scare children into doing what their parents wished, and even a tale about a half-man-half-pig that devoured greedy people that crossed its path.

As team 7 left Wave, the moved at a sedate pace as not to aggravate the wounds that Sasuke had suffered in his battle against the nuke-nin, Kakashi had managed to heal his student enough that his life was no longer in danger, but the genin would still need real medical attention if he was to continue his career as a shinobi of Konoha. Sakura volunteered to be his personal nurse, while Naruto decided to just trek back home in silence.