A/N: Well I'm back again with another update, chapter 13 (eerie music playing). This chapter should put me over the 100 review mark, so I guess I'll have to come up with some way to celebrate. Maybe sake? Nah, this is Narufiction, so that means ramen, a big bowl of ramen. I want to say thank you to everyone for the reviews, mostly positive thankfully. Your kind reviews have been very helpful in keeping me going when the muse decides to take a break and read fanfiction instead of inspiring me to continue writing my own.

Disclaimer: I wish I did own Naruto so that I could ensure that Naruto gets the girl he deserves.

Naruto is taking his turn on guard duty while the others are sleeping. He is perched on a limb halfway up in a nearby tree that allows him a good view of the tents in the clearing. He looks up at the waning moon in the cloudless sky and figures that there will be a heavy frost in the morning by the way the temperature has dropped over the last hour.

Suddenly he feels the pressure of an intense release of chakra and turns just as a blast of air tears through the forest. He has to grip the tree trunk with both hands to keep from being thrown out of the tree. Just as the shockwave passes Tenten comes running out of her tent, and her genin quickly join her in the clearing.

"Naruto, what has happened? Are we under attack?" She turns to Hanabi, but the girl has already activated her byakugan.

"I don't know. I felt a huge amount of chakra being released in that direction." Naruto points and he can see that Hanabi immediately focuses her gaze in that direction.

Ookami cocks her head trying to clear the cobwebs from her brain. "Wait, isn't that the direction of the Leaf Village?"

"Damn, she's right." Naruto immediately heads up the tree trying to get a better view.

"Naruto! I can see it, part of the Leaf Village is burning, and the rest is just rubble." Hanabi says in a panic as she climbs up a nearby tree for a better view.

As he reaches the tree top Naruto can see that the night sky above where the Leaf Village should be is painted orange. "Oh no, why now, why did it happen as soon as I go away?" He looks down a Tenten who is getting the others organized. "I am going back to the village, come as quickly as you can." He summons three shadow clones who go down the tree to find a secure perch before they begin to meditate.

"Naruto wait, we can all go together. It might be a trap."

"Sorry, but you all are too slow." He allows the nine-tails chakra to form around his body and then he is gone. He had left a tag for the Flying Thunder God Technique in his apartment and when he arrives most of his apartment is gone and smoke and ash coming through the gaping hole in his wall blinds him for a moment.

Coughing he walks out onto the roof and tries to look through the haze and find any sign of the enemy or even fellow villagers. The sight of the Hokage Mountain makes him gasp, where the heads of the Third and Forth Hokages were is now just a smoking crater in the side of the mountain. "That's where the civillians would go to hide during an attack."

He shifts his gaze a little lower and sees that half of the Hokage tower is collapsed as if an enormous foot had come down and crushed it, while the remaining portion is leaning and looks as though it will collapse soon. Naruto sees some movement in the rubble and leaps towards the tower.

When he reaches the base of the tower he finds the source of the movement he had seen is a portion of the green haori of Lady Tsunade flapping in the breeze. Her back is bent at an impossible angle over the rubble. As he stumbles closer her head turns in his direction and her blood stained lips curl in a smile. "Naruto, I knew you would come to help the village. I am sorry, but I did all I could do to stop him, but I was not strong enough."

"Just hold on Baa-chan and I will get you some help." Naruto fights to hold back his tears as he watches her face go pale.

"I name you my successor Naruto, please watch over our people and make me proud, or I will kick your ass when we meet in the next world." Tsunade takes one last labored breath and then goes deathly still.

"I will Baa-chan, I will make you and my father proud."

"I knew that all I had to do was attack your precious village and you would come crawling out of whatever hole you had crawled into again." There standing on top of the remains of the Hokage tower is the orange-haired, Deva Path member of the group collectively called Pain. As Naruto studies his old foe he notices something different about this Pain from the last time they faced each other. His rinnegan instead of grey was the total black of someone brought back from the dead using the Edo Tensei.

"I stopped you once and I will stop you again." Naruto summons twenty clones and five of them stay back to help him form a pair of rasenshurikens while the rest leap towards the Deva Path Pain. The clones are thrown back with a repulsion burst and vanish in a puff of smoke. "So you might as well just give up the idea of capturing me Pain."

"We are not here to capture you this time." The Asura Path Pain appears to his left and raises its arm to fire missiles towards Naruto. "We were summoned for another purpose. We are here to destroy everything that you care about." To his right the Human Path Pain steps out holding Konohamaru by his head and uses its other hand to pull out the struggling boy's soul and then casts aside the lifeless body. "You will watch as everything is destroyed and everyone who cares about you is killed. When there is nothing left in this world that you love, we will watch as you kill yourself to stop the emptiness that is consuming your soul."

"NO!" Naruto throws both rasenshurikens catching the Asura and Human Path Pain's square in the chest. He doesn't wait to see the results of his work, but gets moving before the Deva Path finishes recharging and makes another attack. He summons two dozen more clones and sends them out to start seeding the area with special shuriken and then calls upon one of his meditating clones to go into Sage Mode. He finds a spot to hide for the moment and with the help some more clones forms a massive rasenbomb.

He does not have to wait long before the Naraka and Animal Path appear and flank him on either side. "Glad the two of you could join us, now boys." Naruto uses his free hand to throw a kunai as far into the sky as his Sage Mode enhanced strength can muster as out of the rubble clones appear and grab ahold of the two Pain's. They all disappear and then reappear with the Naraka and Animal Paths high up in the sky above the smoldering village and begin to fall.

Naruto looks over to the two clones helping him make the rasenbomb. "Go give them a present from the Leaf Village." They vanish and a moment later a massive explosion erupts, parting the thick smoky clouds above the village, and causes many of the damaged buildings to finish collapsing.

Suddenly he feels a hand grasp him from behind and he feels the chakra being drained from his body. Naruto struggles to break free but the grip is too strong and he can feel his strength begining to wane. Sensing movement he looks up to see the Deva Path looking down from atop a nearby pile of rubble. Nearby the Asura and Human Path Pain's walk forward as their bodies are slowly reforming. "You might as well just surrender; because this time you have no hope of stopping us from killing you and everything you love." The Deva Path forms a chakra receiver and throws it like a spear towards Naruto's immobile form.

Naruto closes his eyes ready to feel the rod pierce his body, but after a moment of feeling nothing he opens his eyes to see Hinata standing in front of him, a dark rod protruding from her chest. With some last vestige of strength she strikes the Preta Path Pain that was holding him, knocking it away with a sickening crack.

Naruto catches her as she slumps to the ground. "No, no, no, no. Please Hinata don't do this to me. Please hold on. Please don't die. Why, why did you do this again?"

She holds up a gentle hand and caresses his tear stained cheeks. "Because I love you Naruto-kun. I always have and I always will love you."

"Please, just hold on Hinata and I will fix this, okay." He leans down and gently kisses her forehead.

"Naruto-kun, would you do me one favor?" Her hand falls to her side as her body begins to weaken.

"Name it Hinata, I will do anything if you will just stay will me a little longer." He can't stop the tears from falling from his eyes.

"Please, just once tell me that you love me. Even if it is a lie I just want to hear those words from your lips just one time." She looks up at him with that gentle smile that she has always reserved just for him.

"Yes, of course Hinata." Naruto looks down and pulls a stray hair away from her face. "Hinata, I lo…" He is unable to finish as her body is ripped from his grasp and into the hands of now fully reformed Human Path Pain.

"Hinata!" He gets up to run and try to save Hinata, but is grabbed on either side by the Preta and Asura Path Pains and held firmly in place.

He watches in horror as the Human Path places a hand over Hinata's breast and slowly her soul is pulled from her body. He looks into her eyes as he struggles in their grasp and sees only love reflected back at him. Hinata gives him one last smile before her body slumps in Pain's grasp.

"HINATA!" Naruto raises up out of his bedroll a rasengan glowing in his right hand while his left hand clutches at the ache in his chest. He looks about the tent and sees his breath forming clouds in the light of the rasengan. He turns his head sharply as the tent flap is slowly opened to reveal Shimata at its entrance tanto drawn.

"Is everything alright Uzumaki-san?" The boy asks with more than a hint of concern in his voice.

"Yeah, it was just a bad dream." Naruto cancels the rasengan and crawls out of the tent and into the cold night air. "Why don't you just call it a night and I will finish your watch."

"But my turn is only half over. I don't think it would be fair for me to have more sleep than my teammates."

"It's okay, you can make it up to them later. I'll rotate the watch schedules so that you can take a little extra and give them some extra rest." After the boy agrees and starts to go into the tent Naruto adds, "I would appreciate it very much if you would not say anything about what happened tonight, okay."

"Yes, Uzumaki-san. I will not say anything about tonight, I promise." Shimata goes into the tent and closes the flap.

Now that he is alone Naruto goes a little distance away from the camp and vomits. After retching a few more times he stands and spits out the remaining bile. "Damn, the dream has changed again and not for the better. That was the worst one yet. I am just glad I set my tent on the other side of the fire tonight. I just hope it was far enough not to wake anyone." He summons six clones who spread out, but not with their usual vigor, instead they almost seem weak as they stumble towards their assigned positions to stand guard.

Naruto slowly climbs up into a tree and wedges himself securely into place. He looks down at his trembling hands as if they were someone else's before covering his face and he begins to weep. "Hinata, I'm sorry. Please forgive me. I'm so, so sorry."

A/N: Whew, my proof-reader told me this was an emotional read. My reply was, "try falling asleep after writing a chapter like this and get back to me, lol." I hope some of you won't be too upset with this chapter, and just trust me that I did not write this to be cruel. There is a plot driven reason I felt this needed to be written.