'Last of the Spider Clan' is created by Frivolous Thoughts. Go check it out if you want to see a Naruto version of the webslinger himself as a Leaf Shinobi. If you want to see a villain version of a Naruto world Spider-Man, then this chapter is for you.


Land of Fire: Forest

A young man, male Shinobi, hung off the branch of a tree using a silk thread. He had wild, untamable brunette hair that peaked over a black head band with red clouds. He also had chocolate colored eyes hidden behind a red Anbu mask with black lines.

His attire consisted of a stylized red flak jacket with black lines in the shape of a spider on the front. A long sleeved, blue shirt rested under the jacket while baggy blue pants covered his legs. White bandages wrapped around his forearms and shins. He had red, fingerless gloves and blue strap up sandals to complete the look.

"A lot of interesting things going on in this forest, but where is the person I'm looking for?" A spider crawled onto his shoulder and whispered something to him. "Really, the spider summoner is ahead of me? I best get going."

The young man held out his right hand and thread deployed sticking to a tree. He then proceeded to swing off along the forest heading towards Kiba and Kidomaru's fight.

Battlefield

Kiba and Akamaru spun at the Sound Shinobi who merely smiled as he held up his hands stopping the Inuzuka and dog in their tracks. The pair were about to fall until Kidomaru threw Akamaru, who managed to land on a branch, and catch Kiba by his hoodie.

Kiba was shocked as he asked, "How?"

"It's all thanks to my sticky spider threads. I can secrete them from anywhere I have a sweat gland. At that point it's a metal that hardens the moment it leaves my body." Black lines began to appear on Kidomaru's body. "That Jutsu of yours isn't about to catch me unaware again."

Kiba thought, "This is bad. What are those lines on his body? No, I can't worry about that. Akamaru and I will just have to take him down with something that should get by this metal webbing of his." Kiba grabbed onto Kidomaru. "Akamaru, Dynamic Marking!"

Akamaru barked and jumped into the air sailing over the two them. Kidomaru looked up just as pee rained down on him.

Kidomaru let go of Kiba and tried to wipe the pee away. "My eyes! It burns!"

Kiba let go of Kidomaru and jumped into the air while Akamaru landed on his shoulders. "Man Beast Transformation Combo: Two Headed Wolf."

They both transformed into a giant, two headed wolf that landed on the ground.

Kidomaru could finally see once more and looked at them. "All that for some mutt. What do you hope this will achieve?"

In response, the wolf lept at Kidomaru, but he easily dodged the giant creature landing safely only to immediately slip on some drool. The Sound Shinobi's eyes opened wide in shock.

It was too late as the wolf spiraled at him. "Wolf Fang Over Fang."

The attack continued to press on Kidomaru's body. Even though he secreted webbing like mad, it was quickly broken by the sheer force of the wolf tearing Kidomaru through tree after tree. The webbing continued to crack and fall to the ground.

The webbing did serve one purpose as Kidomaru's body was allowed the time to go through a change much like Jirobo. His skin became darker and his hair an ashen white. The wolf eventually came to a stop and dispelled back into Kiba and Akamaru.

Both were extremely tired after such a draining Jutsu for them. Kidomaru was still able to move and now had plenty of Chakra. He hammered all six fist into Kiba destroying the branch and sending the Inuzuka crashing into the ground. Akamaru had jumped to safety.

"That strength was monstrous." Kiba thought.

Kidomaru bit his top right thumb, wove some hand signs with his middle arms, and spread out webbing before placing the bloody palm on the web. "Summoning Jutsu!"

A huge web with accompanying black and orange spider appeared. Kidomaru was seated on its back.

Kiba got to his feet and looked up as the spider birthed a huge egg sack. "Damn… his Chakra… I'm not even a Sensory Shinobi yet I can feel it, and he had something like this up his sleeve."

The Sound Shinobi produced a kunai, made from his webbing, from his mouth and moved to cut the egg sack open. "Scatter."

Akamaru came to Kiba's side as black spiders began to rain down.

Damn, looks like I'm not able to hold out for back up like I thought." Kiba drew two kunai. "Akamaru, get out of here and be a warning to the others that I couldn't stop him."

Akamaru whined at that as Kidomaru perched himself atop a branch to enjoy the last moments of a well fought game.

"Swift Style: Blitzkrieg!" Kiba watched as the Kenjo jumped from a branch directly into the middle of the horde of spiders while holing two kunai of his own. "Swift Style: Blade Dance."

The Mist Genin moved with insane speed as he took all the spiders out before they could even reach Kiba. As he fell to the ground, Kenjo withdrew multiple shuriken and threw them at the spider above. The nailed the side and caused it to explode into webbing.

Kenjo took a deep breath as he now stood in front of Kiba. "That was close. I almost didn't make it in time. Glad to see you're alright Inuzuka."

Kiba smiled. "I've never been this happy to see a Mist Shinobi before."

Akamaru happily barked in agreement.

"Looks like I'm going to get some more entertainment." Kidomaru produced a bow from his mouth. "I'll need to demonstrate my appreciation to them both." He produces an arrow to go with it and aims at Kenjo first. "Striking Accuracy: 100% Destructive Power. Die."

Kenjo saw the arrow coming and prepared to block it. At that moment, the young man with unruly brunette hair swings by grabbing the arrow out of the air like it's nothing, swings to a nearby trunk, and climbs up to a branch like a spider.

The young man held the arrow in his palm. "Impressive. The last of the Branch Shukeiko Clan seems to be strong." He looked at Kidomaru and noticed the signs of the curse mark. "Ah, that would explain it. Orochimaru's Curse Seal."

Kidomaru was visibly shocked. "You're a member of the Main Shukeiko Clan."

In response, a silk thread latched onto Kidomaru's torso and the young man pulled him in before delivering a hard punch to the Sound Shinobi's gut. Kidomaru was heading straight for the ground until the young man lept after him and smashed the Sound Shinobi into the ground.

The young then grabbed the now unconscious and reverted to normal Kidomaru, before slinging him over his shoulder. "That's a job well done."

Kiba and Kenjo were shocked that Kidomaru had been taken out so fast.

"Wait, who are you?" Kiba shouted.

The young man turned. "Names Pita Paka and don't worry I'm not here for to impede anyone. Just been out scouring for a partner and seems destiny has given me the perfect on in the form of distant family."

"We can't let you take him." Kenjo stated firmly. "The…"

Pita moved quickly appearing in front of Kenjo and delivering a powerful punch to his gut causing the Genin to keel over in pain. He then shot out webbing from his wrist. Enough to ensnare the Mist Genin.

"It's not a request." He looked at Kiba. "You want to try and impede me?"

Kiba grit his teeth. "What the hell is this guy?" Akamaru came to stand protectively in front of his partner growling. "I'm in no shape to fight. Especially if Kenjo was taken down by one punch." Kiba stared him down. "You're not with the Sound Shinobi?"

Pita shook his head. "Orochimaru couldn't help me achieve my goal nor do I have any desire to help him achieve his. As I said, I'm merely looking for a partner and happened upon distant family."

"Then go." Kiba stated.

Pita happily said, "Wise choice."

He used his webbing to swing away from the scene as Kenjo broke free of the webbing and stood. They both looked in the direction, away from everything, that Pita left in.

Hidden Sound Village: Prison

A young man with tousled neck length white hair, tips were red, was sitting against a wall. Surrounded by 14 other prisoners, of various ages, with the same hair only the tips of their hair were red, purple, blue, brown, and green signifying the five basic elements.

His attire consisted of a tan shirt, black trousers and wristbands, and a purple rope wrapped around his chest. Orochimaru's screams of pain could be heard by every member. Judging by how bad they seemed, today was the day to begin the plan.

This young man stood up, walked towards an elderly man, who looked like an older version of himself, and sat on his knees before him. "Grandfather?"

The old man nodded. "It is time Genyumaru." The older man reached into his pocket and took out three small pellets. "Use these to escape."

Genyumaru took the pellets and pocketed them. "I will come back with the Leaf Village's help grandfather. The Soshi Clan will taste freedom."

The young man stood up and walked to the bolted door. He looked around the rather large cell before sparing one last look at the other 14 members. His family. He took a deep breath as he faced the door and the tips of his hair became brown.

Genyumaru pulled his arm back and punched the door down. "I'm sick and tired of being a prisoner! You people may be content serving that monster, but I refuse to endure it any longer! I am out of here!"

Genyumaru ran out and down the hall as fast as he could. He came to a hallway with two ways to go. Down one hallway he saw the snake's assistant running towards him. He wanted to kill that bastard so bad, but this was not the time to try.

Kabuto stopped before Genyumaru. "What are you doing outside your room? You know Lord Orochimaru won't like this."

Genyumaru smirked. "I don't care what that snake thinks about me. The rest of my clan may kiss the ground he walks on, but I refuse to remain in this hell hole any longer."

Kabuto pushed his glasses up and his hands began to glow blue. "That is unfortunate."

"I'm not stupid Kabuto. If I face you now, there's a chance I die." Genyumaru took out one of the pellets. "That is why I'm retreating."

Genyumaru ran down the other hallway while throwing a pellet behind him. The pellet went off creating a blinding flash which he did not see because he wasn't going to look back. Kabuto was less fortunate being blinded by it. Soon, the Soshi heir saw stairs leading to the surface.

He turned to look down the hall with a determined look as he clenched his fist. "I swear on my life that I will be back."

He heard multiple footsteps running towards him, so he chucked a second pellet back before running up the stairs to the surface. He'd have taken the time to soak it all in, but he was now on the run. That meant there was no time to smell the roses.

Genyumaru looked at his possible options. "I have to get to the Land of Fire, but the direct route would be a stupid way to go. When your confused you genuinely choose right, so I'll go left and loop back to the boarder."

The Soshi heir ran and would be well hidden by the brush as Sound Shinobi burst froth from the entrance. They instantly spread out into squads to search every direction. This event would prevent Kabuto from sending any more Shinobi after Sasuke. Save two who had already left.

With Kabuto

Kabuto walked down the hall towards the cell that contained the Soshi Clan. He was angry that one of them managed to escape.

The snake's assistant walked into the room only to be shocked that all the usable bodies were to injure for Orochimaru to take over. "What happened here?"

An old man, the Clan Head, said, "It was Genyumaru, sir. He's grown to strong and wanted to break out. Those of us fit to fight tried to stop him, but he defeated everyone."

Of course, this was a lie. All the able-bodied clan members had beat the snot out of each other, so the story they came up with would be more believable.

Kabuto grunted. "This is not good. It's clear that Genyumaru has grown far stronger than the results dictated he would. We may just lose this particular subject which means we can't lose any more of them."

"I'll send some medical ninja in to heal you all shortly." Kabuto walked out of the room and headed toward the main prison area. "With all these bodies unusable, I'll have to resort to the backup plan and get the strongest prisoner for Lord Orochimaru."

Land of Fire: Forest, Morning…

The team had outflanked the Sound Shinobi in the night and now stood in there way forcing Sakon, Tayuya, and Sasuke to stop on a branch across from them. They were now facing Daichi, Lee, and Naruto.

Tayuya said, "Of course, now that we need them there's no sign of Kidomaru or Jirobo."

"Sorry to disappoint you, but it's just us." Naruto stated confidently.

Daichi said, "We're here to take Sasuke back to the Leaf."

Sasuke stood up. "My true place in this world belongs under Orochimaru where I can learn what's needed to avenge my clan. None of you shall stop me from my goal.

"You tell them leader." Sakon said, "Who needs those two? I'll handle them myself while you two move on ahead."

Sasuke looked at Tayuya. "Don't slow me down."

Tayuya nodded respectfully and the two started bolting it along the trees as Sakon lept at the Leaf shinobi. Daichi jumped in to meet him head on as his left arm glowed with wild, blue Chakra.

He punched the Sound Shinobi in the gut. "Lion's Devastation."

Sakon was sent crashing to the ground below.

"We're close to getting Sasuke back, so I'll stay here and fight this Sound Shinobi." Naruto proclaimed as Sakon immediately jumped up aiming for Daichi. "You two get moving!"

Naruto jumped off the branch and hammer fisted Sakon on the head sending him to the ground. The Genin followed him heading for the ground.

"Let's move Lee." Daichi started jumping through the trees. "We can't lose the target now."

Lee followed. "I'm with you Daichi."

The remaining Leaf Shinobi charged after Tayuya and Sasuke.

Some Time Later…

The Leaf Shinobi were closing the distance between themselves and their remaining target when a new Sound Ninja landed on a branch in front of Tayuya and Sasuke bringing the entire chase to a standstill.

This Sound Shinobi was a young man with pale skin, vivid green eyes, angular facial features, two scarlet dots on his forehead, and shoulder-length white hair. He was perfectly calm and stoic while radiating a small amount of killer intent.

His ensemble consisted of light lavender, loose-fitting, shirt, black pants cut off around mid-calf, bandages wrapped around his ankles, traditional shinobi sandals, and a purple, rope-like belt tied in an inverted bow around his waist. A seal, circular pattern of three curved lines was at the base of his throat.

"It's him…" Lee looked at Daichi who was utterly shocked. "Kimimaro…"

Tayuya was frightened. "Kimimaro."

"You were taking too long Tayuya. I see three of you are no longer here. For 3 members of the former Sound Five to fall… it is a disgrace." Kimimaro looked at Sasuke with anger. "What's more, your four have been deceived."

He held out a finger and fired a bone at Sasuke. It first transformed back into Naruto before dissipating revealing that it had been a shadow clone. After realizing this, Tayuya was genuinely fearful for her life.

"The Sound Four have taken far too long to end up accomplishing nothing." Kimimaro looked at Lee and Daichi. "You two, where is Sasuke Uchiha? Tell me now and I may spare your lives."

"His agenda is in line with the Sound Four's. That means I was scouted as a vessel and the reason my mom died. That's not the reason I have to fight him. This is a mission to capture or kill the Sound Four. This guys are part of that." Daichi stared him down. "I'll take you to him."

Kimimaro stared at Daichi. "You know, it is a blessing you are here Daichi Ryu because now I can bring you and Sasuke to Lord Orochimaru. Lead the way."

Daichi looked at Lee. "You stay here and entertain Tayuya." He jumped past Kimimaro. "I'll be taking this guy to meet with Sasuke."

"Take care my Eternal Rival." Lee thought.

Kimimaro looked at the Sound Shinobi. "If I were you Tayuya, I would complete your duty and deal with the garbage. "Don't think of failing. You've already done as such more than enough."

Lee jumped onto Tayuya's branch and squared off with her.

Field

Daichi ran to the middle of a field, from out of the forest, and turned to face Kimimaro while pointing up. "Alright Kimimaro, if you want to see Sasuke, then look up." The phoenix from the gate began to descend. "Sasuke's been above our squad the entire time waiting until we were faced with the last of the Sound Four. As you are it, his time to enter the mission has come."

Sasuke jumped off the phoenix, which immediately dispersed, and came to stand next to Daichi.

"This is perfect." Kimimaro stated. "You two shall come with me and receive the highest of honors. Serving and/or becoming vessels of Lord Orochimaru. He will likely, eventually, consume you both. You wouldn't want to squander such a gift."

"Gift?" Sasuke questioned. "He wants to take over our bodies."

"I'm in agreement. If me being a potential vessel for Orochimaru is why my mother died, then that is great disrespect to her as a Kunochi. Not in vain though because I stand here against you and in a position to protect Sasuke."

"Neither of you understand the joy that would come as potential vessels to Lord Orochimaru." Kimimaro firmly stated. "You would be immortal forever."

Both Chunin got ready to fight. "Our answer is no."

"So be it." Kimimaro got ready to fight himself as he cast aside his shirt. "I will take you to Orochimaru by force."

A Fair Distance Away

Gaara, Kankuro, and Akana were standing together as Gaara had one eye covered. The sand eye he'd used in the exams had been able to see every field of battle and opponent thrown in the way of the Konoha Shinobi. As a result, Shinobi had been deployed.

"It seems every battle field has been settled." He pointed off to the right. "Kankuro, go aid Naruto Uzumaki. Akana, you can help Rock Lee, and I will take to the field to aid Daichi Ryu and Sasuke Uchiha against a powerful opponent."

Kankuro nodded. "Yes Gaara."

The puppet user took off.

Akana and Gaara looked at one another and nodded.

"You've been a big help in getting us where we need to be." Akana nodded. "Thank you, Gaara of the Desert."

Gaara said, "Do not thank me. This is the Sand starting to repay its debt to the Leaf after our mistake. I owe an even greater debt to certain Shinobi that have shown me the light."

"Sorry, but you two aren't going anywhere." A female stated.

Both Shinobi turned to see a pale woman with long black hair in a pony tail and matching eyes. She wore a violet, long sleeved shirt with matching pants, a dark purple flak jacket, a light purple, short sleeved coat, and Sound Note Forehead protector.

She smiled. "How rude of me not to introduce myself. My name is Hebihime and I am one of Lod Orochimaru's apprentices. I was given the rank of Jonin; however, I currently hold another tittle that you may get to see depending on how long it takes to kill you two."

The Sand and Mist Shinobi looked at one another before nodding and standing against her together.

Lee vs Tayuya

Tayuya stared Lee down. "You Leaf Shinobi will pay for deceiving us. Sasuke Uchiha and Daichi Ryu will fall to Kidomaru. Your village will lose them both."

"You were the one who fell for the deception." Lee firmly stated. "If you did not realize that was not Sasuke, then you have no one to blame but yourselves. As for Sasuke and Daichi, I have faith that they can win. Just as I have in every member of this team."

Tayuya grit her teeth. "What's so special about this Sasuke anyways? Orochimaru wants him as a vessel, but why would your village go to these lengths to protect him?" Tayuya asked.

"Sasuke Uchiha is our comrade. None of us could abandon him for it would be most a unyouthful thing to do." Lee smiled. "My comrades will succeed just as I will now."

Tayuya was surprised by his reply because it caused memories long buried to surface once.

Tayuya's Flashback (4 years old)

Tayuya was in front of her home laying in the soft grass so she could stare at the clouds. Her clothes at the time were dull blue and her red hair was short. Her father opened the door to the house. For some reason she couldn't remember what he looked like.

"Tayuya, come inside. I have something I want to show you." Her father said.

Tayuya huffed before walking over to her father. "Alright old man, this better be worth it."

He father smiled as he entered the house and she followed him. He took her over to a table and she sat down in front of a book titled 'Uzumaki History.'

Back at the Battle

Tayuya's flash back faded. "What was that? That girl looked like me. Could these be my missing memories?"

Lee punched at Tayuya who blocked before delivering a knee to the Leaf Genin's. She spun going for a kick only for Lee to catch her leg and throw her. Tayuya flipped and landed on a branch before Lee jumped at her spinning.

"Leaf Hurricane." The older Genin declared.

Tayuya blocked so he moved to the ground and swept her legs before landing a hard kick to her face. The Sound Shinobi hit a branch hard as more memories were roused from deep within her mind.

Tayuya's Flashback (5 years old)

Tayuya was sparing against her father. Only a few months have passed since she began training.

"Alright old man, I'm going you down today." Tayuya stated.

Her father smiled as she charged in attempting to punch him. He simply dodged and landed a kick that sent her into the trunk of a tree. She fell to her butt and looked at the ground.

Tayuya angrily shouted, "Damn i!"

Her father smirked. "Don't tell me you're giving up Tayuya?"

Tayuya, determined, got to her feet. "In your dreams. I'm Tayuya _, I will never give up."

Back with the Battle

Tayuya got to her feet as Lee appeared in front of her once more. The Leaf Shinobi went for a punch and she matched him. Both fist collided in midair. black lines of the curse mark began to spread out over her body.

"These lines." Lee opened his eyes wide. "Does this mean that Shun Uzumaki has something to do with Orochimaru. "

Tayuya placed a hand on Lee's chest and grabbed his arm before chucking hi into the nearby trunk of a tree. She followed up by slamming into his back and kicking him off the tree. She wasn't don as yellow chains shot forth from her palms ensnaring Lee.

"Adamantine Sealing Chains!?" Lee thought shocked as he now hung upside down.

"You're not bad for a Bowl Cut Weirdo, but let's see how you handle this." Tayuya gripped both chains tightly swung Lee around. "Come on kid. You have to at least try, or this isn't any fun."

Tayuya suddenly stopped, causing the chains to loosen and Lee to fall, and screamed out in pain. Her head was killing her. It was far worse than any other time she'd used these chains. They slowly dispersed as she fell to her knees and girpped her head.

Tayuya's Flashback (4 years old)

Tayuya stared at the book with a slow smile spreading across her face. "I finally get to learn about our clan!"

Her father chuckled. "I knew you'd be excited."

Tayuya collected herself. "I'm not excited. Where did you ever get that idea from you idiot?"

Her father laughed. "Yes, I suppose there was no way for me to ever get that idea. Anyways, we might as well begin. The Uzumaki clan…"

Flashback (10 years old)

Tayuya tried desperately to break free from the bindings that held her to the table, but nothing she did loosened them.

Orochimaru walked into the room. "Do not worry child. Once you receive your curse mark, you will forget all your troubles."

Then everything went black.

Back to the Battle

Tayuya collapsed in unconscious agony. Her skin shifted from red to its normal color. Black lines would appear and receded. The seal was attempting to repress these memories that appeared, but it wasn't having any luck.

The curse mark failed in its duties to repress Tayuya's memories, so it took the next best option and wiped her mind of any secrets pertaining to the Sound Village. When it's mark's job was complete, it changed becoming a circle with a swirl in the middle.

Lee jumped up to her branch and felt for a heartbeat. "She is just unconscious which means we can capture her."