Kakashi hoisted Gai onto his back, in the next life, if he had a next life, if he had to have a rival, he was most definitely choosing a lighter one. He adjusted the dead weight across his shoulders and as he did, Gai's face intruded on his field of vision, mouth agape, eyes rolled back in their sockets, like peeled cooked eggs nestled into the thick black fur of his eyebrows. He cringed under his mask. And… he mentally added, if at all possible, a prettier one.

Iruka saw Kakashi's expression and mercifully took off Gai's headband. The way it was holding his hair perfectly in place, even upside down, was just freaky. That was when he noticed that the headband was missing its Leaf insignia. It was blank. With a sickened feeling in the pit of his stomach he stuffed it into his pocket. So Gai had been robbed of everything, his memory, his personality, even his identity. All he had left was his strength and his skill, to be used as a mindless tool, a sick twisted version of the perfect shinobi. Would this have been his fate too, if Kakashi hadn't been there to save him? Could it be the fate of all his friends? A renewed sense of urgency flowed through him.

"Come on Kakashi, let's hurry. We've already lost enough time."

They raced towards the ominous dark cloud still spreading over the village. But as they came within sight of the gate tower Iruka stopped them suddenly. With the weight he was carrying and its greater momentum, Kakashi stopped several paces ahead. He turned, ready to ask what the problem was, but didn't need to. As they had moved closer, the column of smoke still feeding the cloud had split into two. A thin trickle was rising from the Hokage tower, but by far the denser darker part was coming from another source, a few miles to the east…the academy!

He lashed out an arm. "Wait!"

Kakashi grabbed Iruka's shoulder as he lunged forward, then staggered to rebalance Gai's weight. Already his mind was working, analysing, trying to find reason where there was none to be found. Taking out the Hokage tower was undoubtedly a massive blow to the village defenses. Orochimaru had shown that two tears before. But why attack the children? It didn't make sense. The apparent randomness of an attack on the school was just too terrifying. There had to be another explanation.

"Iruka, was there anything happening at the academy today? Any special event or meeting?"

The teacher opened and closed his mouth a few times before he was able to coax out some words. "Not… not as far as I know. In fact, I… I'd half expect everyone to be out in the training fields. What day of the week is it?"

"Thursday."

"Yeah, then definitely. The kids' attention span is shot by lunchtime this late in the week. We'd all have them outside sparing or doing weapons practice."

So it was even stranger. Why destroy an almost empty building?

By now they were in front of the gate. It was unguarded and hanging slightly open. In Kakashi's mind Konoha seem ominously like Maito Gai, slack jawed and unaware. He nudged it and tendrils of red floated out to meet them. So the village was already flooded with blood mist.

"Kakashi, what the…"

"Iruka! Your mask." Iruka's hand went to his face to adjust and tighten the cloth wrapped around it. Then he waited in silence.

Kakshi knew that he was waiting for him. Relying on him to have the skill and the instincts to make the right decision. Their home had become a battlefield and he was in command.

"I'll go on ahead and take Gai over to the hospital, then I'll meet you at the academy. But be careful, please. There's a lot about this that just doesn't add up."

Iruka nodded and took off. Trying, unsuccessfully, to mask the anxiety in his chakra.

Kakashi watched the red fog swallow him, knowing that he had to let him go. That he had no choice but to choose duty over love. He thought of Dakatsu, her weathered face with its unfaltering kindness. And he smiled, drawing strength and resolve from the memory. Gai wasn't lost yet… and neither was Konoha.

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The village was eerily quiet, and apparently deserted as Kakashi ran past all the usual landmarks. Everything was tinted rosy red, like places in a dream, except that this dream had turned into a nightmare.

Once he was near the centre of town he paused, weighing the advantages of continuing at ground level or taking to the rooftops. Then, without warning, he was surrounded by people. Villagers poured from the buildings and side streets. A mob of civilians, armed with brooms, sticks, garden hoes, all bearing down on him with impressive killing intent and ferocity that was downright scary. Even if he didn't feel particularly threatened by it.

Of course… the mist. Everyone in the village was his enemy now. But he could hardly stop to wrestle each one to the ground so that he could mask them long enough for them to come to their right senses. And he certainly couldn't kill them or wound them seriously enough to stop them either. Shit, this was getting complicated.

With a boost of chakra, he landed on the roof above. Then he teleported just out of the line of sight, before doubling back a few blocks and continuing on his way. He hoped Iruka wasn't having the same kind of problems.

Once at the hospital he walked down the outer wall, feeling for friendly and familiar chakra inside. A bright powerful presence almost popped out at him. Someone was using a lot of chakra, someone powerful. He recognised it as Shizune. Good, she would do nicely, but in this mist he couldn't afford to take chances. He slipped in through the window fully stealthed. She was in an interior room, with about a dozen other people, half of them unconscious. Kakashi left Gai slumped in a chair and made his way towards her.

The first room was small, little more than a closet, cluttered with monitors and other equipment on carts, haphazardly arranged against one wall. The next had injured people on gurneys, and one nurse in surgical scrubs, flitting from one to another adjusting IVs. There was a dull ache of evil, of poison, clinging to them, that had nothing to do with their bleeding and hastily bandaged wounds. It was familiar, but he ignored it for now. He was still stealthed and the nurse didn't see him walk past and open the door at the far end of the room.

Shizune did.

Kakashi caught the scalpel less than an inch from his remaining eye. "Careful. That's one of the few things I still have left that my mother gave me."

Shizune bowed. "Hatake-san. I'm sorry, you startled me. We'd just about given you up for dead." She started to reach for the surgical mask covering her lower face.

Kakashi leapt forward to stop her.

"No! Shizine-san. Leave on the mask."

He glanced around the room to the other med-nins and nurses.

"All of you. You must keep your masks on. They're the only thing protecting you. I'll explain later. Right now you must mask everyone you can. Including everyone in the hospital. If they breathe in this red mist that's filling the air they will be under the control of our enemy. Our own people will turn against us."

Shizune picked up the careful urgency in his voice. "I'll see to it. But that's not what you interrupted my surgery for is it Hatake-san?"

Kakashi tilted his head to one side. He would have liked to scratch it, but he was in an operating room and he didn't want to shed more hairs and grime than he had to.

"No. I brought Gai with me. He's under the control of a sennin using a powerful jutsu. He tried to kill me. Right now he's unconscious but Tsunade-sama needs to see him. And he needs to be kept somewhere secure. Very secure. Just in case."

If Shizune was shocked she didn't show it, the woman must have nerves of steel. But being Tsunade's closest friend for so many years, it probably came with the territory.

"Hokage-sama is… incapacitated. But I'll see what I can do as soon as I've dealt with my most urgent cases. Meanwhile I'll have him put in the room next to Naruto's. He'll be safe there.

"Naruto!' Kakashi took a step back. "You mean Naruto's still alive? But we saw… after the explosion…"

Shizune didn't look up from stitching and healing, her voice was barely more than a whisper, but Kakashi could plainly hear the relief and affection in it.

"Yes, he's alive. The bomb had been planted in the record room, he was in there with Sakura when it detonated, and to protect him the kyuubi must have smothered the force of the explosion. I'm sure it wasn't its intention, but it saved everyone in the building. Although now they're all suffering from the poison effect of its chakra. I just hope we got them away from it in time."

So that's what he had felt in the other room. The kyuubi's chakra. The good news was that everyone caught in the explosion had survived, the bad news was that they'd all be out of commission for a while. The mist in the village meant that Ookami Ketsuekimusha, or his successor, was already here with his ninja fighters. And judging by the actions of the villagers, everyone else in the village who wasn't protected by a mask, was probably under his spell by now as well. The odds were daunting to say the least.

He waved two fingers in a lazy circle. "Yo. I'll leave Gai with you then. Later."

Time to find Iruka, he'd done his duty.

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The teacher pulled a scorched and smoldering blanket over the body of the old custodian. He was burned almost beyond recognition, and he had only been able to find one of his legs. He'd always disliked him, as a kid he'd hated him. He was lazy, careless in his work and once, when he was a boy, he had beaten him savagely. Ironically it had been one of the few times when he hadn't been plotting mischief. He was only hiding in the closet because he needed to be alone with his grief for a while.

Of course he should have reported him and had him fired fourteen years ago. But he was just a kid and was too afraid, too confused and had felt much too powerless, so he'd hidden his bruises and kept quiet. However, even in his most bitter moments, he would never have wished this on the man. Thankfully it was the only body he'd found. It seemed that he was right and the school had been almost empty when the bomb went off.

He checked through the rest of the building systematically. Most of the classrooms were damaged, and many were completely destroyed, but the gymnasium where he'd entered, was relatively untouched. He made his way back towards it, planning to check one more time, before making his way to the underground shelters where his fellow teachers had undoubtedly taken the children.

Halfway across the scrubbed wooden floor he stopped. He may not be the best shinobi in Konoha, but he knew when he was being watched. He formed his hands into the first seal for an attack, then a midget burst from behind a pile of exercise mats and accosted his legs. Glomp.

"Iruka-sensei! I knew it was you, I just knew!"

"Hanabi? Hyuuga Hanabi?" He looked into the white featureless eyes as they filled with tears. Lotus petals under water.

Before he had time to ask what or how, the air was filled with high-pitched voices.

"Iruka-sensei! Iruka-sensei!"

Dozens of children erupted from the edges and corners of the room, surrounding him with tearful panicked faces. Still more were running in through the door that opened to the training fields beyond. Some were carrying or dragging toys, blankets and younger siblings. He sat down and signaled for them to do the same, pulling Hanabi onto his lap. She reached towards the cloth covering his lower face.

"Did you get hurt Iruka-sensei?"

"No. No I'm fine, but shush, shush now everyone. Please tell me what happened. Where are your teachers?"

A short, bright-eyed boy with a wickedly cute grin stood up. Konohamaru, well that figured.

"The damn teachers have gone ape, crazy, they all went Mizuki-sensei and tried to kill us."

Iruka winced at the casual reference to one of his more painful experiences. "I'm sure no one wanted to kill you. Can you tell me exactly what happened?

Konohamaru shouted down the chorus of other voices. "Shut up, shut up, all of you. I'm the one who's telling."

Iruka listened carefully. Distilling from the exaggerations and misunderstandings that the teachers had acted responsibly and protectively right after the explosion, but had quickly turned on their students. Even attacking them with their own training weapons.

It was the mist. The evil red mist that had reached out to beckon them in through the village gate. It had to be. It must have effected the teachers already.

"Did anyone get hurt?"

A skinny dark-haired boy eased himself to his feet. There was an ugly gash the length of his thigh, crudely bandaged. "Moegi first aided it for me Iruka-sensei. It doesn't hurt so bad."

Despite his brave words the boy was pale and trembling. Iruka moved Hanabi aside, then stood and took the boy's arm, leading him towards the medical cabinet at the back of the room.

"You did well Moegi, but I think it's time to change the dressing. Anyone else?"

A half dozen others with lesser wounds joined them. While he used his modest knowledge of healing jutsu's and copious quantities of bandages to patch them up, Iruka did a quick head count. About eighty kids, ranging from five years old to twelve. Not enough.

"Where are all the others?"

Konohamaru, the self-appointed spokesman, did his own quick appraisal. "I 'spect they're still back in the woods hiding. D'you want me to go and get them Iruka-sensei?"

"No! No, you all stay here. I'll go."

In the outpouring of frightened protests, no one noticed the swirl of leaves and smoke just inside the doorway. But as it cleared, there was some note of powerful reassurance in the newcomer's voice that silenced everyone.

"Quiet now. Don't you know to listen to your teacher?"

He stood outlined against the golden light of the doorway, hands in his pockets, fluffy hair flopped casually askew, looking for all the world as if he'd just rolled out of some lucky bastard's bed. Sharingan Kakashi, the living legend, and one of the greatest heroes in Konoha.

Every heart in the room fluttered, but none more than Iruka's. "It's ok everyone. Hatake-san is here now. He'll protect us."

Iruka didn't actually see Kakashi navigate through the sea of children, but suddenly he was by his side, smiling, reaching, groping. "I'll do my best. How many casualties?"

Only the most observant students noticed Iruka blushing and slapping at something under his shirt, but they all picked up on the icy tone in his voice as he took two steps back. "Only one that I could find, the custodian. But all the other teachers are gone… the mist…"

Iruka saw the subtle change in tension in Kakashi's body as he casually scratched the back of his head. "I see."

"Hatake-san, there are children still hiding in the woods. I need you to find them and bring them here. Then we'll all go over to the shelters together."

"No."

If the children were surprised to hear their teacher telling the famous copy ninja what to do, they were astounded to hear anyone brave enough to contradict Iruka-sensei.

The gymnasium became as silent as a tomb.

Even Kakashi, when he spoke, betrayed a hint of nervousness. "No, that's where they'll expect us to go. We should stay here, it's the most heavily damaged building in the village, and that makes it the safest one. No one will look for us here."

Iruka wanted to kiss him, but settled for a smile.

"You're a genius Kakashi."

The next instant Kakashi was in the doorway again, two fingers raised in his offhanded salute. "Yo. Just as long as you think so Iruka-sensei."

It wasn't until after he'd disappeared that Iruka had a chance to wonder just when he'd planted the wet kiss on his cheek that he could still feel tingling, and squeezed his butt hard enough to make it glow.

"Right everyone. Let's pull out all these mats and arrange them so that we have somewhere to sleep tonight. Konohamaru and Moegi make sure that the bathrooms are still working and I'll see if I can open the storeroom with the snacks and bottled water."

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It was some time since Jiraiya had been in the Hidden Village of Mist. And for good reason, he despised just about everything about the place.

From his days as an academy student, he had lived by the ethic that the world was a safer, happier place with ninjas, than it would be without. Of course he was well aware that not all their missions were unambiguously helpful, or even benign. But if the upper classes were resolutely determined to have bloody rivalries, and to assassinate each other from time to time, it was much better that those assassinations be carried out by efficient, disinterested, third parties. If they used members of their own clans, or worse, involved servants and subordinants, the feuds would spread and endure from generation to generation. The quick painless death of one man, even an innocent man, and he had soon learned how very few of them were truly innocent, could prevent the deaths and suffering of dozens or hundreds more.

In fact he had long suspected that the mere existence of the shinobi villages discouraged most of the petty wars that other parts of the world seemed more prone to.

But Mist was different. Even in his earliest memories it was a place where suffering and bloodshed were glorified and reveled in, rather than seen as sad necessities. It was a situation that had improved a little in recent years. He had worked with his sensei, The Third, for decades to foster stronger links between the villages. The combined chuunin tests had been a major success. And slowly, very slowly, many in Mist had come to agree that protection, not subjugation, should be the highest goal for a ninja. But there were still many who saw this as weakness, and who reminisced about the old days when a glimpse of a masked Mist nin cast fear into the hearts of friends and enemies alike.

And he had another problem with the place. The women were, quite frankly, not worth spying on. He had yet to see one with the kind of ripe luscious figure that made his hands tremble and his mouth drool. The sooner he could find out what he needed to know, and get back and feast his eyes on Tsunade's breasts, the better.

Well, time to get to work. In the dim recesses of his memory, he was sure he'd heard of a religious order dedicated to maintaining The Ketsuekimusha's tomb. If they didn't know the goods on Mist's founder then surely no one did. Unfortunately he knew nothing about them, except that they wore red robes marked with the symbols for blood and warrior, inscribed within the outline of a wolf's head.

The hiss of silk made him look up from under the hood of the heavy cloak he was wearing. Well, if fate wanted to make a liar out of him he wasn't about to complain. He watched as the rounded sinuous hips strolled past, just below the fall of a long chestnut ponytail. As it swayed back and forth across the crimson robe, it revealed the mark of a wolf with two black kanji for eyes. Blood and warrior. Bingo! As soon as he had what he considered a discrete distance, he followed.

The ponytail led him out of the stockaded wall and into the marsh. Maybe she had a favourite bathing place, out here in the brackish water. He'd heard people say that it was very good for delicate complexions, that and the mud from the salt flats. He's slip into the water beside her, pretend that he'd been there for a while, half-asleep, and strike up a conversation.

His quarry stopped and looked around suspiciously, Jiraiya turned sideways and disappeared behind a clump of reeds. When he looked back she was up to her knees in water that was staining her leggings and the hem of her robe dark with wetness. He waded in too, and immediately felt lightheaded and dreamy. A genjutsu, the perfect excuse to make a move, and in a state of post coital bliss she'd tell him anything.

By now only her head was above water, he closed the gap and reached forward, brushing his fingers against her cheek and feeling… oh shit… stubble. No man alive was entitled to hips like those.

Oomff.

He felt the punch hit his stomach and the wall hit his back, it was a good thing Tsunade kept him in training for this kind of abuse. When he opened his eyes he found himself sitting on the floor of a stone chamber, looking up at the sweet faced man bending over him, with a metal priest's staff held in a very threatening manner over his head. An instant later the priest was on the floor and he was holding the staff.

He had no problem with pretty men, young Kakashi's academy sensei was very easy on the eye, but pretty men and plain women in the same town was a combination he preferred not to have to think about. He offered the staff back to its owner and pulled him to his feet, checking out his chest one more time. Someone who looked like this really should have breasts.

"I'm sorry if I offended you. I promise I'm not your enemy."

There was no change in the priest's level of suspicion. "If you are a tomb robber you'll find nothing here."

"No I can see that."

Jiraiya pointed to the transparent coffin that was displayed on a slab of black obsidian in the centre of the chamber. Even in the flickering flames of the two torches that provided the only light, it was obvious that it was empty.

The priest walked over to it and started polishing it with a silk cloth. "What's it to you?"

Jiraiya joined him and traced a finger around the wolfs head engraved on the surface, identical to the one on the priests robe, then examined the delicately worked sutras down both sides.

"Why do you keep this here? Is it a sacred monument to your founder? From what I've heard he's not such a good candidate for sainthood."

Explosive laughter echoed off the hard walls. Then the priest looked at him hard, as if making a judgement on whether to trust him.

"Hardly. This may be empty now, but once we've sealed the bastard in he's never getting out. There's a legend that he'll return one day, did you know that? That's why we keep this here, buried in the marsh. To be ready for him. It cost the power and lives of three good men to create it. But would you believe that there are those who'd welcome him. They have long memories for the power and influence that Hidden Mist once had, and short ones for what the people here went through to make it that way. We've dedicated our lives for three generations now to make sure that the past stays in the past."

Jiraiya felt his fingers starting to twitch. Perhaps what Kakashi had said was true, maybe the original Ketsuekimusha was still alive.

He almost wrapped an arm around the beautiful androgynous creature before him, but held back. He really didn't need another bruise. "You know, I think we can work together, for our mutual benefit. Could we go somewhere more comfortable to talk? A tearoom perhaps?"

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Kakashi was trying to coax yet another little girl down from a perch at the top of yet another pine. He'd have climbed up after her, but the tree was really prickly, even for a pine, and his sensitive skin was starting to feel the effects of getting too many small children out of too many spiky trees. Suddenly a toad almost half as tall as the tree appeared, with a garishly painted, exotically robed, white haired man on its head. The girl fainted, fell, and Kakshi dived to catch her before she hit the ground.

He looked up at Jiraiya's face, looking down. "You're the one answering to Iruka for this Jijii. He doesn't like to see his students carried in unconscious."

The toad poofed away, leaving its passenger to strike a dramatic pose.

"Let me guess, the teachers and parents have all gone crazy with this red mist, like your dog did. So Iruka has single handedly taken it on himself to be guardian and caretaker for every kid in the village. And you're helping because if you don't you won't get any for the foreseeable future."

Kakashi snickered at the little pantomime that came with the last sentence.

"Something like that. The school was hit by a bomb too, so the kids were scared shitless even before their teachers tried to kill them." He pointed to a patch of undergrowth. "I think there's one more hiding in that thicket, then we may have them all."

Jiraiya and Kakashi each deposited a child on an exercise mat. "That's the last of them." Then they wandered to the back of the gymnasium, while Iruka worked on settling the children down for the night.

"So," Jiraiya started, "apart from us three, how many fighters do we have who haven't been taken over? What kind of chance do you give us if it comes to it and we have to fight the whole freaking village?"

Kakshi shook his head. He'd been thinking the same thing since he'd run into the mob of villagers earlier that day. "Shizune and a handful of med-nins, that is until those in the hospital start coming round. There must be others who are out on missions, but the explosion scared off the birds or killed them, and the radio transmitter was destroyed. With no way to contact them, the moment they walk through the gate…"

He pulled himself up onto a table at the back of the room, admiring the view as Iruka bent over. The teacher was almost ready to collapse, but Kakashi knew he wouldn't rest until he'd comforted each child in turn.

Jiraiya watched him watching. Under other circumstances he'd take notes, but give Iruka more cleavage, and a very short skirt. "Kakashi, you've been studying and observing this mist for a while. Why do you think these kids aren't effected by it? They breathe just like everyone else."

"Ah yes, I've noticed that too. It had some effect on Naruto and Sakura, but they weren't completely fooled by it the way Iruka was, me too when I took of my mask. It's almost as if it effects the strong more than the weak, the opposite of a normal genjutsu."

Jiraiya sucked in a deep breath, inflating his broad chest. "But what about me? My strength is legendary, and from what I've seen I'm the only adult in Konoha who's completely immune."

The copy nin looked him up and down slowly, several times. "I think you may have hit on something Jijii. On the surface it seems to be age that makes the difference, except you're the oldest one here. So what do you have in common with these kids?"

The sennin shook his white mane. "My sense of wonder at the world, my openness to new ideas, my sense of fun."

"Your immaturity." Iruka spoke from behind them.

He spun around and scowled at the look of disapproval on the teacher's face.

"What? Nonsense, I'm not immature. In fact my interest are most definitely very adult."

"Don't you mean 'Adult'? And that's exactly my point."

Kakashi turned and pulled the teacher onto the table next to him, grinning under his mask. "Iruka-sensei, you are a genius and I love you."

Iruka blushed fiercely under his mask, as he felt an arm thread around his waist. "Kakashi no! There are more than a hundred children in this room."

"Then for their sake I should do what I can to boost my resistance to this evil. The better to protect us all." His hand dipped a little lower provoking a tremble in the flesh under it.

Iruka slapped at the offending hand then jumped off the table and stood facing the two white haired geniuses. A scold flashing dangerously in his dark eyes. "Hatake Kakashi, there is a time and a place for everything and this is neither one for that!"

"And that attitude my lovely Iruka is what makes you so completely vulnerable to the blood mist. The very last part of the brain to finish developing is the part that controls impulsive behaviour, in other words maturity. It develops sooner in women than in men, and in some men it never really matures at all… and neither do they."

The two younger shinobi found themselves staring at Jiraiya."

"The blood mist doesn't effect immature minds, that's why it has limited control over the older kids and none at all over the little ones."

Iruka was almost back on Kakashi's lap, although he was too tired to notice the way he'd been manouvered. Nor had he noticed the hand that had slipped back between his thighs, although he was well aware that he was starting to melt into a puddle of blissed-out mush.

Jiraiya really wished he was taking notes. "Well ok it's a fascinating idea, but even if that's true what good does it do us?"

Kakashi wrapped both arms around his lover and whispered just loud enough for the two men to hear. "Iruka, how well can they fight? These kids?"