Chapter Three

Memories of a Painful Past

Disclaimer: (Fine) I do not own Naruto, only my characters. Whatever. Well, read already!

Thoughts Others-Whoa

Naruto-Hey! Reiko-Hn Ko/Kavik-sssooo… Time/scene change-

Kyuubi-Wassup! Ookami-Okay… End chapter-

Flashback-YEEHAW!

W AKE UP YER LAZY BUM! barked a canine at his master. The formally sleeping boy yelped before falling with a grunt on the wooden floor. "I'm up, I'm up…" mumbled the child.

Four o'clock and your brother is already training! growled a certain fox demon. Get up and do; 200 laps without charka, 200 laps with charka, 150 sit-ups and push-ups along with 300 calf-lifts. Then do 180 tree crunches then run up and down the tree 100 times. Second thought for slacking, do the sit-ups, push-ups and calf-lifts of the lake. Go or d'you want me to add more! MOVE IT NARUTO! The said boy suppressed a groan but started to do as told.He sensed their two companions rough-housing while his brother was punching a rock at a shocking speed.

Five hours later they were on their way to the Ninja Academy, the canines following closely while leaping from rooftop to rooftop. As they entered the classroom, Naruto knew they were first to arrived due to the only person there, Iruka-sensei.

"Excuse me, who are you, four?" the said teacher asked, glancing at the fox and wolf. Naruto bowed politely and said "My name is Uzumaki Naruto; my friend here is Otimay Kaze. This is Ko and he is Kavik. He gestured towards the canines. The demon boy. Iruka thought, shocked and disgusted at the same time. Unknown to him, the two boys had heard the comment.

"Alright. Now if you can be so kind to take your blindfolds off, you can sit down" he said "We're blind." Naruto answered calmly. The students were already piling in and heard that being said, causing whispering to start.

"Can you think of a better excuse then that boys?" scoffed Iruka "If you do not believe me, ask the Hokage himself!" the boy snapped angrily while Kaze placed his hand on Naruto's shoulder.

Iruka sighed and addressed the class saying "Please, take a seat."." the boys found two empty seats next to the window. Suddenly a white puppy barked at the two canines who trailed after their masters. The scar covered wolf wheeled around, bristling and snarling, effectively scaring the puppy.

"Hey, leave Akamaru alone you big bully!" hollered a familiar boy with triangle-like face markings. The puppy barked while jumping into the boy's arms and both went into a hissy fit (A/N sorry, couldn't help it). Naruto flinched as he was hit by a memory.

"AAAAAAAAAARRRRRRRGGGGGGGGG!" cried Kiba as he protected Akamaru who went into a frenzy seeing his master fall. When the sound ninjas left to fight other Konoha nins, Naruto ran over.

"No! Kiba!" he sobbed "H-hey. Naruto…" "Y-y-yeah Kiba?" "Live through this and protect-"Kiba gave a gasp of pain "everyone…" he then closed his eyes and laid there, unmoving. "Kiba W-wake up. W-w-we got to keep fi- Kiba? KIBA!"

And that was the first of Naruto's friends, and Rookie Nine, to fall asleep. An eternal sleep.

Naruto was clenching his fists as Kaze placed a comforting hand on his arm. The only other person to notice this was a certain raven-haired boy sitting beside them.

Ko started barking at Kavik to stop, Akamaru and Kiba agreed while Kavik started barking as well. Iruka was trying to calm them down when Kaze got up and silently walked towards them. When the wolf saw him approaching, he stopped barking and trotted towards him as Kaze turned and walked back to his seat. Ko followed, trotting, and went to his master.

After the class calmed down, they studied the two boys closely.

One boy had wild blond hair with streaks of dark orange that clashed with his outfit. His hair was long enough to cover his forehead. But they couldn't see his eyes due to the crimson-orange cloth adorned with a black streak tearing across it. His cheeks had a total of six whisker marks, three on each cheek. Though light and long in length, they were still visible. His skin had a healthy tan on it. He was wearing a black t-shirt with its sleeves ripped off and over top was a vest. The vest was a dark red with numerous pockets decorating it. His weapon holder was strapped to his black cargo pant's right thigh with black shinobi footgear. Curled at his feet was the reddish-orange, lean fox.

The other, was slightly taller than his friend had jet black hair which had red streaks residing there. His bangs were (somehow) combed so it would cover the middle of his forehead. His eyes were hidden by a black cloth with a red streak cutting across it. He too had a healthy tan, though it wasn't as dark as his counter part. He was wearing the same vest and shirt (the vest was black) but wore black camouflage pants. Next to him was a grey, bulky, scar adorned wolf.

"Class, I will be doing a role call." Iruka announced, making everyone's attention go from the boys to him. "Anyways, my name is Umino Iruka and I will be your sensei for the next few years." After a chorus of 'Hello Iruka-sensei' he continued. "Now please say 'Here' when I call your name"

"Aburame Shino?" The voice of a brown-haired boy answered in a monotone voice "Here" As Iruka checked of his name and went to the next one, only Kaze, the other boy and the two canines saw Naruto stiffen.

"Are they…safe?" whispered Shino, leaning on a tree before collapsing. His clothing was torn and stained red. Naruto kneeled beside his fallen comrade.

"Yeah but I gotta bring you to a medic-nin." "Ah…its too late but…I was able…to protect…my friends to the end…Just to let you know, Naruto,…you are not a demon…but a great…friend…"

The blonde teen gazed with a feeling of helplessness as life drained from his friend's unseeing black eyes, his shades long been knocked off. Naruto watched as Shino's kikai bugs crawl out and attack the enemies nearby before slowly dieing, one by one.

Naruto wasn't able to recover before Iruka said "Akimichi Chouji?" A "Here" was heard before the muffled crunching resumed.

"NO!" cried Chouji as he jumped in font of an attack for his two best friends. He fell but not before whispering "Heh, beat 'em good for me guys…"

Hey, you okay?

Naruto flinched as Iruka continued calling names I-I-I'm…not so sure… he heard the fox sigh Just hold on kit Yeah, you got us. Ko moved closer while Kavik glanced sadly at him. The dark-haired boy stared curiously before adverting his attention th the teacher.

"Haruno Sakura?" "Here."

Naruto flinched once again as another memory hit him, not hearing the brown-haired chuuin's voice.

"Sakura-chan!" Naruto cried as he ran to his friend who had collapsed. "Please tell me you can heal yourself!" he sobbed "S-sorry…" she choked out weakly as Naruto resumed sobbing.

Sakura smiled and whispered "Y-you…are a true friend…I-I-I just wish I was not so blind when we were…younger…" as she wiped Naruto's tears. Her hand soon fell due to lack of strength.

She took a deep breath as her vision began to fade. "I'm sorry, Naruto please…finish this…" Naruto tearfully said "I promise." She smiled and replied "I'll miss Sasuke-kun…Thank you and… good-bye…Naruto…kun…"

"Hyuuga Hinata?" "…Here…"

"NO!" Naruto wailed as he reached Hinata, who opened her eyes. "Oh thank kami I got to-" "No…its too late…" she whispered. "Don't say things like that! Y-your gonna make it!"

"Inuzuka Kiba?" "Here." and a bark along with it was heard as Naruto tensed when the same memory came back.

"Nara Shikamaru?" "…" "WAKE UP SHIKAMARU!" "Here…" a lazy sounding voice answered with a yawn.

Shikamaru gave a triumphant smirk before falling due to his injuries. At least ten sound shinobi had joined the original five but he finished them off. With his back on the ground he sighed as he stared at the clouds.

"Shikamaru, can you get up?" begged Naruto as he crouched beside him. "No, sorry but I can't and it ain't cause I'm lazy" he muttered in light humor as he glanced at his friend. He remembered how they got in trouble in class, all four of them.

He looked at the sky once more. "Kick butt Naruto." He said in a whisper "I avenged you Chouji…"

"Otimay Kaze?" Iruka's answer was a bark. "I'd prefer if you'd answer, not your

m-dog." He reprimanded while checking Kaze as 'Here'

"Uchiha Sasuke?" "Hm. Here." the said boy mumbled. Beside him, Naruto winced.

"NO! SASUKE!" Naruto bellowed as he ran to his friend. Upon reaching him, he whispered "Come on, why d'you take that damn attack? I could've taken it!" "Heh, how should I know, dobe? I just -" Sasuke coughed "moved on impulse. Great, Naruto?" "Hm?" the blond teen jerked from his mourning.

"Just rebuild the village, invite shinobi and people alright?" he demanded weakly " B-but I-I can't! Not with all of you guys! Please!" Naruto wailed "Good luck buddy…" the last Uchiha's body went limp, lifeless.

A horrible howl was heard from the blonde as his last(living), and best, friend fell into Death's clutches.

"Uzumaki Naruto?" "…" "Pay attention Naruto!" Iruka snapped "Wha?" Naruto said as he snapped back into reality. "Erm, present!" "Your supposed to say here." muttered Iruka "Yes sir!" exclaimed Naruto with a mock salute, earning snickers from the other children.

"Yamanaka Ino?" "Here."

Naruto's face had changed from his fox-grin to a emotionless frown from a flash back.

Naruto, Sakura and Ino were in defensive stances, guarding each others backs. The were fighting, struggling to break free of the hoard of enemy shinobi. Several attacked and in the process, splitting the friends' triangle, forcing them to fight for themselves.

They were soon able to reunite and Ino approached Sakura while dodging and giving blows. Suddenly, a stray jutsu hit her, making her go down and hit the hard ground.

"INO!" cried Sakura, sending a punch to the sound shinobi who was about to kill Ino. Not that it was much of a difference, Ino was losing too much blood. "Sakura, come here…" she commanded weakly. The pink-haired teen immediately ran over.

"H-happy birthday…" Ino whispered, tears streaming down Sakura's and her face. "Live on and…you certainly bloomed…into a beautiful and strong flower…" "No! Ino! Don't leave me! Ino-pig!" "See ya later, forehead-girl…" Ino whispered as she closed her eyes.

Naruto was jolted into reality from a painful kick in the shin. He scowled at his brother as he nursed his throbbing leg. Once the pain subsided, Naruto rested his head on the palm of his hand and fell into a doze.

Kaze POV

I sighed inwardly as Iruka announced that class was over before yelling at Naruto. Better wake the moron. I thought, almost groaning. I calmly got up and made my way towards my brother.

General POV

The class was snickering at their sensei's tactics of trying to wake a certain blonde. The stopped as one of the 'blind kids' walked over and slung the other boy on his shoulder. He gestured to the fox and wolf to follow as he headed towards the door.

Naruto started to stir from the movement then woke with a cry. He landed on his feet, oblivious to the fact that he was back to back with the wall, NOT the door. So, when he turned, his forehead bashed the hard surface. He fell and on the ground, rubbing his head while wailing "THE PAIN! (A/N always wanted to say that! ;-P)" There was the bark like laughter of the canines and mixed with the class' laughter.

Naruto got up and by the way he was acting (Fuming, cursing, etc.), wanted to beat up Kaze. Badly.

Kaze was hundreds of steps ahead, he went out the door and out the academy. So Naruto was giving chase, followed by the canines. The went through the village by rooftop jumping and soon arrived at their secluded home.

As Naruto tried to catch his breath, Kaze went up to him and said emotionlessly "Rule #1-Don't hit your Jagan eye. #2 Don't try to beat me up. #3 Pay attention." He then punched Naruto to the ground. "Fine! he yelled but soon broke a certain 'rule'.

Back in the class

The students sweatdropped after the boys ran out. Slowly the class filed out, emptying it.

With Naruto

"Ahhh…" Naruto sighed in content after finishing his 15th bowl at the Ichiraku ramen restaurant. "See ya old man! Laughed the boy as he left "Yes! Come back soon!" the geezer waved, looking up from counting the money.

Upon returning home, Naruto went downstairs in their training area. Kaze and Kavik were already training, going through an obstacle course. Ko was waiting patiently.

Both boys had let their demons discuss some matters (coughtrianingcough) in private.

"Why do I have a bad feeling about those sadistic demons?" growled Naruto as he dried himself. He didn't know how true he was.

End chapter

Sorry 'bout the slow update. Anyhoo, PLZ REVIEW! (R&R) Hoped you liked it!