Disclaimer: I don't own Naruto nor the X-Men. If I did, I would be rich, powerful and have millions of geeks and freaks at my every whim…wait, that would include myself…ah well, on with the show.

"(English)"

Chapter 38

Naruto disappeared with a BAMF at the sound of the first explosion and the sleep genjutsu began to fall on the crowd.

He wasn't worried about his family as Kurenai and Anko were there.

Naruto appeared next to the Hokage and just as the old man got away from Orochimaru and the barrier went up as the Sound Four continued with their part of their masters plan.

"Hey Ojii, want to see who can do more damage to the bastard?" Naruto asked as the third shed his robes of office and stood there in his battle armor.

"Your younger than I am Naruto." The Third said.

Orochimaru was not happy. It was to be him and the old man locked in here alone. But the Kyuubi brat was there and there was far too much the Snake Sannin didn't know about him.

XX

In the arena below, the Sound ninja found themselves unconscious as a red, white and blue shield pinballed around and took them out in groups as it struck one then would bounce off and connect with another.

Meanwhile Captain America used a judo throw to slam another ninja into the ground.

"(You're having way too much fun Cap.)" Logan said as he gutted one and slashed another.

"(You're one to talk Logan.)" Captain America said as he caught his shield on the rebound and bashed another ninja aside. His shield blocked a soundwave attack and he performed a dropkick knocking the Oto ninja back into the waiting claws of the Wolverine.

The X-Men shed their robes and joined the battle. Cain Marko, the unstoppable Juggernaut bowled the invaders over and allowed others to take care of them, his destination was the main gate.

Jean used telekinesis to block shuriken and kunai and either sent them back at those who threw them or dropped them to the ground.

Gambit was on the wall his cards spinning around him, controlled by his power and were flying at either ninja or other projectiles to protect the crowd, which the Konoha ninja were waking up and evacuating while fighting as well.

Rogue wasn't holding back. Between her super strength and motherly rage the Sound ninja were falling quickly.

One nin was stupid to leap onto her back, his bare forearm touching her neck.

"(Ya shouldna' have done that shuga.)" Rogue said in English, and a moment later the man screamed before falling to the ground.

Rogue shook her head as the information poured in and she smirked a moment before her hands sped through a series of hand seals.

She turned as she finished the last seal. "FIRE STYLE: MULTIPLE FIREBALL JUTSU!"

She spat a series of fireballs like a machine gun and it seemed the Sound ninja all had targets painted on them.

"(That was like so cool.)"

Rogue turned to see Kitty phase thru a Sound ninja and grab him by his collar and slam him backwards into the ground and then kick him in the face knocking him out.

"(I know. Evah since Naruto showed me how to use chakra so ah could control mah power, but this is…)"

Kitty pulled out a pair of escrima sticks and attacked more Sound ninja, phasing and moving.

Rogue leapt into the air her eyes scanning around for a fresh target.

She saw Storm using lightening and tornados, Wasp was working with Beast.

Her gaze found her sons girlfriends and she was surprised the four girls were fighting so well together, guarding one another's backs.

She found Kurt, Wanda and TJ and knew that Kurt must have finished his task if he was back. Kurt was teleporting all around the stadium and striking with his swords.

Wanda hit a sound ninja with her hex bolt and the man literally exploded in confetti.

TJ was using her own abilities to guard her mother and Rogue watched her sister in-law hex another nin and the man turned into an urn. Shaking her head Rogue dive bombed the ninja scattering them as she flew thru them, knocking them into the air as she passed.

XX

Cain Marko made a direct path to the village gates, which meant that meant a lot of buildings got brand new doorways, vendor carts were stomped and the few invading ninja caught in his path were squished like a grape under a wrecking ball.

He had a mission given to him by Storm acting as team leader and the Hokage who offered him a chance to cut loose once they learned of the plans to attack Konoha.

:::Cain?::: Jean's mental voice inquired.

:::Nearly there Red. How's the kid?::: Cain asked as he punted a Sound ninja who flew between two trees a thousand yards beyond the wall.

:::Naruto and the Hokage have engaged Orochimaru…Naruto says something is off about him.:::

Cain winced. He remembered the last time Naruto said that, it was the day the blond had been forced to destroy his old running buddy Black Tom Cassidy.

Shaking his head Cain Marko attached his helmet to his armor, cutting him off from Jean, but he had a task to perform and he wasn't leaving himself open.

With thundering steps as the main gate exploded inwards, Cain Marko the unstoppable Juggernaut slammed into the summoned snake with the force of a freight train.

XX

Orochimaru glared at the pair before him. "You will not stop me boy." He said with a sneer. "I will kill the old man and Konoha will be destroyed."

Naruto snorted. "Delusional much?"

So far the Hokage and Naruto had fought Orochimaru with taijutsu and ninjutsu. Naruto teleporting around and even using his ability to charge items as he tossed Shuriken at the traitorous sannin and have them explode.

Naruto avoided using his real power as he had a feeling he would need it down the road for something more.

Hiruzen used an earth jutsu that created a river of mud to put out the flames Orochimaru spat at them.

Orochimaru and Hiruzen got into a up close and personal exchange of blows that sent the Hokage flying back gripping the wound from the hidden wrist blade Orochimaru had on him.

Naruto caught the old man and looked up seeing the Snake Sannin going through a series of hand seals.

"I think its time for a reunion of Hokage's past." The Sannin said with a sneer.

Hiruzen's eyes widened as Orochimaru began making signs, he saw several that he swore were a death seal.

The roof they were on started to shake and the Hokage watched as a coffin rose from the ground on Orochimaru's left, it was marked First.

Moments after it had fully risen, another came up, it was marked Second and it was on his right.

"Naruto, we must stop that last coffin from rising." Hiruzen called out as a third coffin started to break the ground in front of the traitorous Snake Sannin.

The Hokage sent a shuriken and his hands conjured the Kage Shuriken as a hundred of the deadly throwing stars impacted on the partially raised coffin.

Naruto also created a series of kage shuriken, but as they also were imbued with energy they exploded against the coffins, causing Orochimaru to stagger back and release his hold on his seal.

The Sannin cursed as all three coffins began to lower back. "NOOOOOOO! DAMN YOU! DAMN YOU!"

Naruto appeared behind him with a BAMF.

"No, really. Tell us how you really feel." He said and sped through a jutsu which he finished and moments later a small tornado formed and went after the Sannin who shushin across the field behind the Hokage.

"You might have ruined my jutsu, but I will kill the old man!" Orochimaru spat and unhinged his jaw.

Moments later he spat up a wicked looking blade that was held by his tongue and it raced though the air at the Hokage's back.

Everything slowed down.

XX

"Gambit say we be playin' by house rules." He told the ninja that surrounded him. Naruto be right, they are skilled but they seem to lack real ability, its like they were trained to attack like a pack of dogs. They aren't as skilled as the ninja of Konoha.

He spun about, his staff blocking swords and kunai but he missed the kick that connected with his ribs. Remind me to thank Beast an' Forge for improving the body armor. The Cajun mutant thought as he rolled with the blow and came up swinging. He'd run out of cards long before he ran out of targets and he knew that sheer numbers were not going to be a good thing for the X-men.

Not all of us are like Cain and Logan. He thought even as he spun and ducked he heard something whistling through the air and ducked backwards in a move he'd seen from the Matrix movie he'd taken Rogue and Naruto to see last summer.

The Vibranium shield struck its intended targets and a red-white and blue blur shot over as well and Gambit stood to find Captain America in the midst of the Oto ninja showing them what a super soldier was made of.

"(Move it Cajun.)" a very gruff and familiar voice ordered and he looked to see Logan, his outfit in pieces and smoldering slicing into more ninja.

"(Non Wolverine, I thought dat you wanted a workout.)" Gambit said even as he started stealing shuriken and kunai from the dead and using them with his ability to lay down covering fire for the Star Spangled Avenger and the Wolverine.

"(Funny, and I thought it was the kid who had the sense of humor.)" Logan grunted taking a kunai to the chest and without missing a beat slashed the neck of the ninja that gave his uniform another hole.

"(You think the professor would understand the decisions we've made as of late?)" Gambit asked going back to back with Wolverine.

Logan snorted. "(Chuck was too tenderhearted. He needs to learn a middle ground for his ideas before he gets us all killed. Hopefully his time away can mend that.)" Logan said. "(Duck!)"

Gambit did as Logan with a back body drop sent an Oto ninja over their heads and he landed hard.

"(Where are the others?)" Gambit asked.

:::Cain is dealing with the main gate. He put his helmet on, so I don't know what's happening.::: Jean's mental voice reported.

:::Storm, Beast and Wasp are moving into their next positions. Nightcrawler, Scarlet Witch and Nocturne are on their way to help Cain.:::

That's fine Jeannie, but what about my boy an' his femme's? Gambit thought.

:::Rogue and the girls have moved out of the arena and are fighting in the streets along with Kitty. I'm sorry Remy, I should have let you know. Their all fine so far. The girls are fighting very well together, but both Ino and Hinata are tiring from use of not only their powers, but their chakra reserves are running low.:::

Gambit frowned. "(Logan, would you…)"

"(Don't even ask Cajun. Marrow and X-23 are with them they'll be fine.)" Logan growled. They were getting tired.

And my boy? Gambit sent.

:::He and the Hokage have engaged the Sannin, he's blocking me out so I don't know right now. I don't want to force it open and cost him his concentration.::: Jean warned.

Gambit looked to where she was, and smiled as she was telekinetically throwing Oto ninja around like rag dolls.

Remy Lebeau, the X-man known as Gambit sent a prayer that his friends and family made this out alive.

XX

"OW!" Ino yelled as Marrow ripped the kunai from her thigh. "That hurt!"

Sarah shrugged as she picked up her bone club. "Suck it up. You die and I'll comfort Naruto in his moments of grief."

Ino growled even as she focused on the vines around her wrists and they lashed out impaling an Oto nin that was trying to sneak up on Marrow while she was playing medic. "Nice." The Morlock girl said as she took out another that had come up behind Ino with what looked like bone kunai.

Ino pushed to her feet and leaned against the alley wall. Their fighting had taken them out of the arena.

"Thanks."

"As I said, you die…(sigh) it would upset Naruto." Marrow said smashing another nin with her bone club before tossing it aside and to the disgust of Ino ripped a pair of bones that had to be ribs out, but they looked like a wicked pair of short swords.

"Come on flower girl, lets see if we can find the others."

"Hinata and Shino were that way, I think one of the Oto nin dropped a building on Laura back that way." Ino said.

"Split up?" Marrow asked. Ino shook her head. "We're both tired and there are a lot of ninja left."

Marrow growled. "Fine. "Lets find bug boy and our newest hot head." Marrow said.

"And Laura?" Ino asked.

Marrow snorted. "If she's even a tenth like Wolverine, she's already digging herself out and looking for someone to kill. She'll be in a real bad mood for a while."

Ino nodded at this, she remembered hearing about how quickly "Uncle Logan" healed and Laura was just as quick now.

"Lead the way." Ino said "And don't call me flower girl."

Marrow smirked. "Plant Gal then? Vine Lady?" Ino growled. "Oh, I know Poison Ivy."

"Now that's just lame." Ino said. "Of course coming from someone who takes on the name Marrow…could be worse, you could call yourself Bones."

Marrow growled now.

"Oh, how about Femur? Or Skeletor?"

The pair continued to bicker and shoot names at one another as they fought more Oto nin that slipped over the walls.

XX

Laura growled as she woke up in the sewers of Konoha. "Stinks worse than the New York sewers, what the hell are these people flushing?"

She looked behind and overhead and saw where she'd come through and thanked whatever deity was listening that she managed to avoid being under the heavy stones and the street had given out under her.

She sniffed and growled as several figures rose up from the water. "Oh, look sewer rats." She said with a growl.

SNIKT! She grinned as her claws popped and she leapt forward. "Time to do pest control."

XX

Shino sent a swarm of his mutated bus into the group of Oto nin. One screamed like a girl as the Scarab beetles devoured his flesh. Shino gave a grin, he'd learned of the beetles from one of Naruto's books and with his mutation he was able to transform the kikai insects in him into anything he could dream of. It had come up with several very new and dangerous bugs.

Behind him the screams were for a different reason. He peeked over his shoulder to see Hinata using her hybrid Hyuga style of Gentle Fist along with her mutation of fire decimating the Oto nin, they fell scorched from the attack of Hinata.

The street was soon littered with dead and heavily wounded ninja none of them belonging to Konoha.

Hinata turned and smiled at her long time friend in Shino. Her smiled turned to surprise as numerous figures appeared out of thin air, her Byakugan failing to detect them as they shot Shino in the back with a rifle of some kind, the dart's doing their job and the bug user slumped to the ground.

Hinata didn't give the attackers another chance as she summoned up her fire and melted their guns.

THWIP!!!!

Hinata's hand went to the back of her neck where she felt a dart and pulled it out. Her fire surrounded her, but it was too late as whatever was in the dart took effect and she slumped to the ground.

"Team 1 and Team 3 reporting in." a figure emerged. "Domino to General Stryker, we've acquired two mutants that are posing as ninja. This Hidden Nation is a treasure trove General." The woman identified as Domino said into her headset, her face like the others covered with the latest in stealth technology. "We can grab more and…"

she listened then nodded. "Understood General. We're withdrawing now."

Domino shut off her headset. "Bag these two and grab a couple of the corpses of the dead ninja for study. The General says we're to pull out."

The nine people with her went about their tasks of cleaning up. They wrapped Shino and Hinata in body bags of a shimmering material.

"Grizz carry them. We're hotfooting it out the south gate."

"Aw, Dom." The biggest of the group with her complained. "I wanted to face Marko."

"Next time. We've got what the General wants, evac now." Domino ordered.

The group faded out with their prisoners, the street was empty save for the dead Oto nin, no proof that they had ever been there.

XX

Jean Grey formerly Summers stopped and put up a telekinetic shield and frowned. She reached out for two of their number and frowned deeper.

:::Logan, I lost contact with Shino and Hinta.::: she sent.

A growl was her answer and she looked on from her place as Wolverine separated from Gambit and Captain America, wading through the Oto nin slashing and hacking his way to the nearest exit.

Lightening flashed overhead and Jean found Storm.

:::Ororo, where are you going?:::

:::Heading to the gates to support Cain.::: Storms cultured mental voice informer her.

:::Janet and Hank are at the hospital protecting the patients that couldn't be moved.::: Storm informed her.

:::Thank you. I lost contact with Shino and Hinata, they were both suddenly gone, but they're not dead.::: Jean informed her. The whole time her shield blocked numerous jutsu's. with an annoyed look Jean lashed out with her mind and suddenly the four ninja that had been attacking her were mind wiped and thinking they were gold fish left on the floor.

:::Kurt?::: Jean sent out as Storm flew away.

:::Busy.::: came the German mutant's brief response.

:::Fine. TJ.::: Jean sent out.

:::Oh? Hey Red. Mom and Dad are a bit busy. Seems the morons are trying for the shelters.:::

Jean sighed wondering how the invaders had so much information. :::Very well. Just pass it on when you can that I've lost contact with Shino and Hinata.:::

:::Okay. Aunt Kitty and I can look, we're being replaced by Konoha ninja.:::

Jean sent her thanks and focused on the fight before her, sending telekinetic force bolts sending Oto ninja staggering into walls unconscious.

Her eyes went to the dome where Naruto was. She was tempted to check on him, but with such a dangerous opponent, she knew better.

XX

Hiruzen stepped aside at the last moment, but the blade sliced his shoulder, cutting through his armor with the ease of a hot knife through butter. He felt it burn and realized the blade was heavily poisoned.

Poison! Damn! He thought even as he sped his hands through seals. He knew that there was only one way to actually stop his former student and he finished the seal.

The sky over them darkened and Orochimaru's already pale skin paled even more as he realized what his former sensei had just done.

"No." he said in a low voice.

Naruto who looked surprised "Jiji, what did you do?" he asked.

"I did what I must." Hiruzen said to the blond boy he saw as a grandson. "I'm dying and I will not leave you to fight him alone."

"Dying?" Naruto asked rushing forward a series of steps but stopped as he felt something unearthly and cold between him and the old man.

"The blade he spat at me was coated in poison." Hiruzen said.

Orochimaru felt some of his courage return at this. "Yes and there is no antidote." He smirked even as he felt cold hands reach into his chest and he swore he could now see the Shinigami.

"Let me GO!" he hissed and tried to move but couldn't.

"Not this time my failure of a student." Hiruzen said. "I let you go once before and you've comeback to try and destroy us all."

Hiruzen felt the Shinigami, but he also felt the poison burning through his veins quickly. Please, please give me strength to do this. The Third Hokage of Konohagakure pleaded as he poured his lifeforce into killing his student. Moments later the Shinigami's mental voice told him, You cannot. Your lifeforce is too weak to seal him away in you.

Hiruzen cursed. He looked at Naruto and smiled. "I'm afraid you will need to finish him my boy." He said, his words feeling like lead on his tongue. Take away Orochimaru's ability to mold chakra and seal his arms away…please.

The Shinigami pondered. Accepted.

Once more the Hokage focused and felt as the forbidden jutsu took hold and Orochimaru screamed.

"NO! WHAT HAVE YOU DONE?"

"I can't take your life, I'm too weak thanks to the poison you used, but I will make sure you never are able to use jutsu's or chakra again." Hiruzen said coughing into his hand and not surprised to see blood.

Orochimaru found himself immobilized and was cursing his former mentor in his mind as he tried to think of a way out of this. He saw his arms turning black and he could feel his chakra draining away, his coils shrinking.

"YOU FOOLS! STOP THEM!" he yelled to the Oto Four that were maintaining the barrier.

"Milord?"

"RELEASE THE BARRIER AND KILL THEM!" Orochimaru roared.

It took a minute and it was all the Hokage needed to finish the jutsu. As the Oto Four released the barrier jutsu and it shattered like glass being hit by a ball, the Third Hokage; Hiruzen Sarutobi slumped to the roof dead and Orochimaru screamed in anger, even as the blond Naruto rushed to the fallen Hokage's side.

XX

"OLD MAN!" Naruto slid across the last couple of feet on his knees as he cradled the old man's body, tears slipped from his eyes. "Nononononononono!" he repeated over and over. "You can't do this Jiji."

It was too late. Naruto looked up hearing a sound and saw the Oto four approaching and his eyes landed on Orochimaru. "You did this." He hissed. "Its your fault Jiji is dead." Naruto said and he called up his power, even as Kidomaru, the six armed ninja reached him, it was too late for them as Naruto's atomgun eyes glowed. "DIE!"

Four ninja exploded messily as their bodies were ripped apart from the inside out.

Orochimaru blinked as he finally felt real fear for his life as the blond stepped forward.

"Now, boy…see here…"

Naruto took a step forward and Orochimaru decided to take the best course of action. He leapt from the roof, hoping that his soldiers, while less than when the invasion started would cover his escape.

He landed in the arena and blinked seeing there were no Oto ninja left. He turned towards the entrance and paused seeing a girl with bones in her hands looking at him. "Are you of the Kaguya clan?"

Marrow sneered and shook her head. "Look behind you flatscan." She said and Orochimaru did as he was told and yelped as Naruto appeared with a BAMF right behind him.

"Here snaky, snaky." Naruto said and called upon his powers. Orochimaru screamed loudly as every bone in his body was snapped at once. He fell to the arena floor in tremendous pain.

"You did this. You are the reason Jiji is dead." Naruto said, his voice coming out a growl. "He said he couldn't kill you, it was a mistake I won't make. How do you feel like bleeding?" Naruto said.

Orochimaru screamed as his body was covered by thousands of cuts, each bleeding freely.

"My name is Naruto Uzumaki-Namikaze Lebeau. You killed a man I consider a grandfather…prepare to die."

Orochimaru looked up, he reached out. "P-P-Please…m-mercy."

Naruto looked at him. "We do not train to be merciful here." Naruto said and his eyes flashed and Orochimaru had one second before his body exploded, his skin ripping to millions of shreds, his blood evaporating as it hit the air, his bones turning to powder.

Naruto looked at the area where Orochimaru had been, it was blackened and he sighed. "Its over." He said looking up as Marrow came closer. Her smile turned to shock as Naruto heard clapping behind him.

He spun around to see someone he hoped to never see again.

"Apocalypse." He said the immortal mutant's name in a hushed whisper.

"Hello Naruto. Impressive, most impressive on taking that flatscan to task." Apocalypse said in his deep voice as he seemed to come from the walls of the stadium. He stepped on the corpses of Oto and Konoha nin that had died before the battle had spilled out of the arena.

"It is time for you to live up to your destiny." Apocalypse said stepping further.

"GET AWAY FROM HIM!" Marrow howled and leapt at Apocalypse.

The immortal cocked his head to the side. "You dare attack me?" he intoned. "I will wipe you away from existence as the sands had swallowed the pyramids, you shall be destroyed."

Marrow bad a bone axe in an overhead strike, thus while in the air left her wide open and Apocalypse lashed out, a spiked hand impaled Marrow through the left side of her chest, right thru the heart.

"NOOOOO!" Naruto yelled as he turned and sent a trio of charged cards at Apocalypse who tossed Marrow aside as if she was trash. Naruto called upon his power and frowned as he couldn't find flesh and bone to manipulate.

"What are you?" he asked before the massive backhand knocked him out.

"APOCALYPSE!"

The immortal mutant saw the X-men coming from the stands and waved his hand putting up a barrier that blocked them from getting into the arena, their powers rebounding.

"Foolish children. I have what I want." Apocalypse laughed as he and Naruto vanished, moments later the barrier collapsed as did Ino Yamanaka as she saw Marrow.

"Naruto." She said in a broken voice.

To be Continued…

This fall the story continues…

Ino & the X-Men

This fall to fanfiction near you.