DISCLAIMER: I DO NOT OWN NARUTO, FAIRY TAIL, OR ANY ASSOCIATED CHARACTERS

Second chapter of the Pain arc here. These will probably come out faster than usual, because I'm bored and have nothing better to do. Anyways, read, review, and as always, enjoy!

Chapter 31

A was in the middle of working out and attending to business as usual. An impossibly heavy dumbbell was at work in his right arm while he listened to Mabui rant about things that needed to be done in the village. Just as he was about to nod along and list the things that Mabui needed to do, both of them were silenced and confused by a sound behind them.

Turning around, A was confused as to why a blue, winged cat was smushed against his window. Reaching forward, he shattered the glass pane and grabbed the cat around its midsection. It looked concussed as its eyes swirled around before it finally focused.

"Oh! Raikage dude! Your brother B is under attack with Lily by the Akatsuki or something!"

"WHAT?!" A roared, his hand involuntarily beginning to squish Happy as he yelled to Mabui. "Have Darui and C follow after me! You, cat! Fly me to B right now!"

"O-okay, just le-let go, yo-you're squishing m-me," Happy gasped, causing the Raikage to relax his grip.

Happy gasped for air, his little chest heaving up and down rapidly. He coughed as he stood up and fluttered his wings. "Alright, I'm ready to go, boss!"


Lily could tell just by looking that this Kisame guy is one of the toughest opponents he has ever faced. Even Zancrow and Hades would be hard pressed to beat someone like Kisame. Though Lily had no chakra, he could still sense the power that flowed off of the man in waves, growing by the second. Conversely, B's power was decreasing. The longer he was in close proximity to that sword, the more chakra he would lose.

Spreading his wings, Lily flew upwards before dropping down, aiming a swing at the shark man with all of his might. Kisame's eyes glinted, as if he'd expected such retaliation. He grabbed B by the arm and twisted, forcing the location of their locked blades to change. As such, Lily's sword descended directly back onto Samehada.

Amazingly, the Akatsuki stood there, pressing back against both Lily and B with all of his strength. But with B in Stage One of Tailed Beast State, it was a battle that he was losing. Both sides leapt back, barely touching down before they dashed back forwards.

B aimed directly for the face of Kisame, while Lily executed a wide sweep that would cleave his legs in two. Kisame pulled his legs up off the ground and began to rotate until he looked like a spinning drill, with Samehada acting as the point. When he drew even with B and Lily, he broke apart between them, kicking Lily in the midsection again at the same time that he slammed Samehada into B's gut.

With Lily stumbling backwards and using his wings to catch himself, Kisame used Samehada to flip B over his shoulder. When B flew off, a large portion of his chakra separated from him, leaving him with one tail left out of the five that he'd previously possessed. Such absorption of chakra forced the last of the bandages to shred themselves as Samehada grew, a mouth forming at its tip.

"This time, the shark shall devour the octopus," Kisame grinned.

"You say shark, are you dumb? Your behind you best park, or I'll beat you like a drum! Fool, ya fool!" B rapped forcefully.

Kisame stared blankly at the jinchuriki. "You're a strange one, you know that?"

The shark man suddenly whipped back around in time to block a strike from Lily's sword, which was now dwarfed by Samehada. Kisame then dragged it in one direction at the same time that Samehada cured up, allowing the jagged scales to shred the skin of Lily's left arm. The Exceed disengaged with blood running down his black fur.

"Are you alright, Panther? For his crimes I'll make him answer! WEE!" B yelled as he was suddenly overcome with power. His skin turned blood red, and he took on some of the qualities of the Tailed Beast within him. Horns grew out of the side of his head, and his legs and arms formed sharp claws at the end. The beginnings of a bone skull also began to form at one of his shoulders.

"Going into Tailed Beast State, eh?" Kisame recognized with a smirk. "You're not the first jinchuriki I've faced who went into that form."

B leapt forwards, slamming his head into Samehada, Kisame having dragged the blade in front of him as a shield. That didn't stop a massive chunk from being taken out of Kisame's chest, though. He flew backwards and cracked the wall of the canyon behind him before sliding motionlessly to the ground. Samehada flew through the air and dragged another large portion of chakra out of B, reducing him back to Stage One of Tailed Beast State.

"Did you get him?" Lily asked hopefully.

B narrowed his eyes underneath his sunglasses. "No, he's still alive and kicking, though I wish that he was kidding."

Samehada had grown six spindly legs and crawled its way back over to its master. Laying its flexible hilt onto Kisame, his wound slowly began to heal back up, until a dark mass had taken the place of the gaping hole in his chest.

Rising to his feet, he grasped Samehada's hilt and smiled savagely, as if he were enjoying the fact that he nearly died. "You almost did it, didn't you? Unfortunately for the pair of you, the stronger my opponent, the stronger I become. I never tire, nor do I die."

"So he steals your chakra and converts it into stamina?" Lily asked, complete shock having taken him over.

Kisame laughed loudly and deeply. "I haven't been pushed this far in a while. This'll be fun. Water Style: Super Exploding Water Shockwave!"

A massive bubble of water began to form around them. It hit some kind of barrier when it went a certain distance, as if it were filling up a bowl that were flipped upside down. The end result was a massive dome of water that spanned a mile at least.

Lily found that his wings were utterly useless, so he deactivated his Aera magic. Next to him, he saw B still in Version One State, and below them, Kisame was rising up, Samehada in his hand as he smiled. "The more this battle drags on, the more chakra that will be drained from you, and the more that you'll weaken, Eight Tails."

Lily found himself unable to speak, the same for B, for neither of them could breathe under water. Even as they observed the man before them, Kisame only seemed to grow more sinister. "You know, I'd hate for this fight to end, because it's been fun, but I have a job to do after all."

Samehada attached itself to Kisame's arm and pressed into his skin. Gradually, the same blades that made up the sword began to sprout from every inch of Kisame's body, then were covered by growing gray skin. He then grew a tail, and a dorsal fins, then two smaller fins sprouted from his forearms as claws lengthened from his fingertips. If he'd been imitating a shark before, he was the real thing now.

Unable to communicate with B, Lily knew that they had to finish this fight quickly, or they wouldn't live to see the next one. Unfortunately for the Exceed, cats don't do well in water, so he found himself helpless when Kisame's tail propelled the shark man towards him.

Lily was unable to maneuver in the water, and ended up taking a full force headbutt to his abdomen. Kisame then circled around and delivered a series of slashes and punches around the Exceed's ribs and back that opened up several cuts that began to taint the water red.

Then Kisame backed away and weaved a few signs. "Water Style: Five Hungry Sharks!"

Just as the jutsu would suggest, a swirl of water in front of Kisame produced five sharks that looked incredibly hungry. They propelled themselves forward with their powerful tails at the helpless and bleeding Lily, maws agape and awaiting fresh meat. Just when Lily thought the worst was to come, the five sharks were squished by the same number of brown octopus tentacles.

Lily would have given a sigh of relief if it wouldn't have meant his drowning. Even still, his vision was beginning to fade. Suddenly, his field of vision was covered in a cloud of black smoke, which he realized was ink. B had created a smokescreen and dashed in the opposite direction, using his tails to increase his speed.

Kisame had taken the bait and followed, being able to sense B's location. The pair moved away quickly, the dome moving with them, strangely enough. B continued to glance behind him, looking at both Kisame, as well as Lily's position in regards to the bubble. It was a good thing that Eighto had informed him of the fact that the dome of water was centered around Kisame, or Lily would have ended up drowning.

As soon as Lily broke the surface of the water, he collapsed back to the ground where the fight had first started, his battle transformation having dissipated. B led Kisame a few meters more to ensure that they had room to move around before he turned back to face Kisame. In an instant, he grew into the full size of the Eight Tails, the giant monster octopus glaring down at Kisame.

The shark seemed surprised at first, but that was quickly replaced by excitement. "You're the first I've faced who allowed himself to be taken over by the beast completely. I know those two immortal fools fought the Two Tails, but I never thought I'd see one myself."

The shark man dove swam in circles around him, using his sharp claws to hack at his swirling octopus tails whenever they dared come in his direction. He managed to sever a few of them completely, evidence of them floating in the water around the two combatants.

B took the opportunity to charge up a Tailed Beast Ball, the sphere of chakra forming in the water above his mouth. He was running our of air, so this would have to be a direct hit for any chance of victory to present itself. He never got the chance to set it off, though, as Kisame dove directly into the chest of the massive Tailed Beast. In a matter of seconds, B was reverted back into Version Two State, but he'd managed to get a stroke of luck.

An ink cloud had been expelled involuntarily from the Eight Tails' mouth by Kisame's impact, so it obscured the shark man's vision even more. He could still sense B, evidenced by his latest attack, which reverted B into Version One State. Then the next came ten seconds later, ripping the last bits of Tailed Beast chakra off of B's body.

He had planned for that, though, and began to execute a plan. He Substituted himself with one of the severed tentacles, using the transformation technique on both. He was now floating aimlessly as a tentacle, trying to hold in the last remnants of his oxygen while the tentacle had taken the form of his body.

He could hear Kisame swimming around, the vibrations traveling through the water. "Well, it seems that you're finally almost out of chakra. And such a shame it was, I had so much fun."

Luckily for B, he felt the water begin to recede until he could feel the air on his skin again. Fighting the urge to take a massive breath that might make noise, he instead managed to take several smaller ones to replenish his oxygen until he was breathing normally. Luckily, he hadn't ingested any water, so he didn't need to cough, which would have given away his position.

Kisame strode up to the unconscious form of the jinchuriki in front of him, smirking with satisfaction. "It seems that you couldn't kill me after all, eh Eight Tails?"

The shark man separated from Samehada and produced a roll of bandages from within his pants. He wrapped the sword up again and stood back up. Stabbing Samehada into the ground, he lifted the tentacle B up on the bandaged sword, just as he'd done with the Four Tails so long ago, when he still had Itachi with him. The Akatsuki, pleased with himself, turned and began to walk away, thankfully not towards Lily's location.

"That was close, B," Eighto said from within B's mind.

"Yeah, I know, Eighto, but everything is okay, yo!"

"You should probably wait a few hours before turning back. There's no telling how far that sword of his can sniff out chakra."

"I would love to, yo, but I gotta make sure Lily is okay, you know?"

Eighto sighed loudly. "At least wait half an hour?"

"You're smarter than you look, even though you've never read a book!"

"What?" Eighto asked in irritation.

B chose not to respond, amused at his words. He did as Eight Tails suggested, though, and waited half an hour before turning back into his usual self in a poof of smoke. He began his walk back towards the temple, where he hoped that he would still find Lily alive.

Sure enough, the little black cat was still laying on the hard ground where he'd fallen after being expelled from the dome of water. B picked the little guy up and inspected him, determining that he was still breathing, even if he was unconscious.

"B!"

The jinchuriki turned around just in time to see a blue blur smash into him, knocking Lily out of his grasp. His back cracked the ground as a strong hand grasped his temple. "Woah, bro! Your grip does me a lot of harm, so sound the alarm!"

Happy flew over to examine Lily as A growled down at B. "Shut up! Where's the Akatsuki you were supposed to be fighting? Or was that a prank? If it was, I'll pound you into next week!"

"Take it easy and relax, all you gotta do is ask," B said as he attempted to remove his head out from under A's iron grip, which only prompted the Raikage to tighten it. B yelped in pain as he squirmed against the ground. "To never give up is my mantra, but unfortunately, I'm out of chakra! The Akatsuki drained me dry, but not before I led him awry!"

"What the hell are you saying?!" A demanded.

Lily coughed weakly next to them. "He's saying that he tricked that Akatsuki into thinking that he'd been captured, so he left with the fake version of B."

"Is that true?" A demanded, pulling B a few inches off the ground before slamming his head back down.

B tried to nod, found that he couldn't, and settled for two thumbs up. "Though I may try, I have never been able to lie!"

A regarded his brother with one last suspicious look before standing and dusting off his white robe. "You're coming back to the village, now!"

"No need to be so hostile! You're not the one that fought a reptile!" B defended.

"Actually, sharks are fish," Lily pointed out.

Happy's mouth watered as hearts formed in his eyes. "There was a big fishy here?!"

A facepalmed at B, as well as his choice of companions. It was going to be a long walk.


"You're Pain. The main Pain. You killed my friend, and you're gonna pay!"

Pain regarded the shirtless man before him with his passive stare. Suddenly, his entire body was encased in ice. Pain looked lazy to Gray as the ice wizard formed two swords in his hands and ran forward, aiming to take Pain's head clean off.

"Almighty Push."

Gray was thrown backwards by an invisible force, which also shattered all of the ice that surrounded the orange-haired man. "You cannot hope to win against me. I am a god. Tell me where Naruto Uzumaki is, and I'll let you live."

"Never heard of him," Gray growled as an Ice Cannon formed on his shoulder. A blast of ice shot forward, btu was thrown directly back into Gray's abdomen, forcing all the air from his body. The ice wizard slumped to the ground, gasping and willing his muscles to unclench and allow oxygen into his body.

Gray managed to stagger to his feet when his diaphragm finally loosened back up. He stared at Pain with a venomous glare, the same passive one as before directed back at him. "You killed Gajeel. And now you're attacking the village. I'll kill you!"

"Gajeel," Pain stated, testing the name. "Ah yes, that fellow that fought with Jiraiya-sensei. He was much more impressive than you are."

"We'll see about that," Gray said, pressing his fist back into his palm. He directed an ice beam towards Pain, but it sailed harmlessly over the shoulder of the Akatsuki leader without him even having to move. The Rinnegan bearer turned his head to the side to observe the forming spike of ice behind him where it had impacted the side of the building.

"You missed."

"Did I?" Gray asked.

When Pain turned back around, the flat end of a massive hammer swung sideways towards him. He barely had time to bring his hands up, the ice surface mere inches away from his fingertips. "Almighty Push."

The hammer shattered, and Gray was once again sent sprawling, but he rebounded much faster this time. It turned out that it didn't matter, because Pain had flashed forward and grabbed him by the scruff of his neck, spinning around and placing his face close to Pain's own.

"If you are friends with that peculiar iron user, then it stands to reason that there are more of you in this village who are unable to use chakra and have abilities like that. You would all have been powerful fighters in the future, but none of you will live to see tomorrow. Almighty Push."

Suddenly, Gray was taken by a feeling of weightlessness as he flew backwards through the air. He watched Pain recede in front of him until his progress was halted, and a sharp, excruciating pain took over his midsection. When he looked down, he saw a blood-coated spike of ice protruding from his stomach.

Gray would have laughed at the irony if he was capable. Currently, all that filled his senses was shock. Pain looked at him with the same lazy expression as before. "I will never understand. You give your life for another. Why not save yourself? No matter, you are unable to answer."

Pain sped away, leaving Gray hanging from the spike of ice. His mind flashed millions of different ways. He replayed his entire life through his eyes, focusing especially on the things that he regretted the most but now could do nothing about them.

He thought of Lyon, and how sorry he was that the poor guy would be the last of the ice trio left alive. He thought of Natsu, and how he was sorry that the two always fought, even if they loved each other like brothers. He thought of Erza, and how she'd always served as the surrogate big sister to everyone. He thought of Juvia, and how he was sorry that he never gave her a definitive answer on her feelings. He thought of Tenten, and how their relationship had progressed over the last month or so. He thought of Laxus, and how the lightning dragon slayer would blame himself again, just as he had with Gajeel.

Finally, Gray thought of his parents and Ur, and how he would finally be able to see them again as his last breath left his body.


Shikamaru panted, trying to regain some of his strength while his father held the Akatsuki at bay. As it stood now, eventually the both of them would tire out, because they didn't have the stopping power to fight such a strong opponent.

As if affirming Shikamaru's suspicions, Hidan broke free of Shikaku's Shadow Possession and charged them while cackling maniacally. Shikamaru tried to rise to his feet to dodge out of the way, but his foot slipped and he stumbled.

Once again, he was saved by his father before the scythe could complete its deadly descent, but it wasn't by his shadow. Rather, his father had drawn two kunai and stepped forward to stop the red blades with his own.

The cool metal had bit into the upper skin of his right arm, just barely drawing blood, but Shikamaru knew that Hidan was physically stronger than his father, so he knew that eventually, he would be run all the way through. As luck would have it, though, Hidan withdrew for some reason, a playful and gleeful smile on his face.

"Oh, I haven't done this in so long," he sighed with delight. His next action caused both Nara men to involuntarily gag, for Hidan had brought the scythe to his mouth and licked Shikaku's blood off of it.

There seemed to be a reason for this madness, though, as his skin suddenly turned pitch black, and skeleton-like white markings formed on his face and hands. A retractable metal spear appeared out of the folds of his cloke, and he used it to open a gash in his side. The blood spilled onto the ground, which he stuck his foot in and began to smear it around.

The end result was a circle with a triangle drawn in it. "And now, you are cursed by the way of Jashin!"

"What does he mean 'cursed'?" Shikamaru asked with a raised eyebrow.

Shikaku shook his head. "I don't know."

Before either of them could theorize any further, Hidan brought the spear up in front of him and impaled himself through the upper left shoulder. Shikaku grunted in pain as blood began to stain his clothing in the exact same spot.

"Woah, what the hell?" Shikamaru exclaimed, catching his father as he was lowered to one knee by the pain.

Hidan laughed in pleasure. "Oh, the pain. It feels so...good."

"This guy's insane," Shikaku commented.

"You just now realized that?" Shikamaru asked dryly.

Shikaku scowled. "Don't get smart with me, son. Keep your guard up."

Hidan raised the spear again, this time aiming for an upper leg, but before he could bring it down, a flaming fist impacted his right cheek and sent him flying to the side, where he crashed into the remnants of the village checkpoint and landed on top of Izumo and Kotetsu's bodies.

Natsu growled at Hidan, the flames roaring around his limbs. "No one messes with my friends!"

That had evidently affected Shikaku as well, because a fist-sized burn was taking shape on his right cheek, just as the wound on his shoulder. "Strange."

"What, the fact that everything that happens to him also happens to you?" Shikamaru asked.

Shikaku shook his head. "No. Strange that I didn't feel the impact when he hit that rubble."

Shikamaru's eyes narrowed as his brow scrunched up in thought. "The diagram!" he realized.

Shikaku nodded. "You may be right. Let's make sure first. Natsu! Hit him again!"

Natsu grinned and smashed his fists together. "You got it!"

Unfortunately for Hidan, he was pounded right back into the rubble just when he'd raised himself into the sitting position. Shikamaru looked to Shikaku, expecting another wound to plague him, but his father simply nodded. "You were right."

"So if he's inside that drawing, whatever injuries he sustains also affect whoever's blood that he ingests," Shikamaru worked out.

Hidan chuckled as he hauled himself out of the rubble, Natsu having joined the two Naras. "Impressive, kid. You managed to work out how my jutsu works pretty fast. What are you going to do about it, though? I can't die, remember?"

Hidan strode forward as if to reenter his drawing. Shikamaru frowned as he crouched and formed the Nara clan's shadow sign. His shadow extended towards Hidan, but the Akatsuki was expecting that.

"Ha! I'm not falling for that a third time!"

Shikamaru's shadow chased Hidan around, but always steered him away from his diagram. Shikaku ran forward and smeared his foot through the blood drawing while Natsu chased Hidan along with Shikamaru's shadow.

In one point while Hidan was in midair, he threw his scythe towards Shikamaru, and it turned out to be connected to the Akatsuki via retractable steel cable. Shikamaru was forced to cancel the jutsu and dive out of the way. Hidan's small victory was short lived, however, as he was blasted out of the sky by a cone of flames from Natsu.

He smashed into the side of a building and laughed to himself. "You know, there's really no pain like burns. They hurt for the longest time afterwards, it's pure ecstasy!"

"What about getting your head cut off?"

Hidan shrugged as he rose to his feet. "Never happened before."

A second later, his throat was slashed open, and blood spurted from the wound. Shikaku stood over the fallen Akatsuki with two chakra blades in his hands. They weren't imbued with chakra, but they were still sharp enough to slice clean through Hidan's windpipe and towards the spine. Next, Natsu's flaming fist caught the side of the Akatsuki's head and sent it flying, the force having severed any remaining connection he had with his body.

Shikamaru sent his shadow out and grabbed the head out of the air, retrieving it. He held it by the hair as Hidan protested the whole way. "Hey! This hurts! Stop swinging me around you stupid kid!"

Shikamaru walked up to Natsu and Shikaku, raising the head. "So what do we do with this thing?"

"Bury it," Shikaku said. "And burn the body."