(This is my first Naruto fic, but I have been a fan for many years)

Naruto sees his team members down. He quickly makes more clones and they charge Usuigi. Usuigi notices Naruto and jumps into a tree. Usuigi pulls out three shuriken and throws them at Naruto's clones. He forms some seals and uses the same shuriken attack he used earlier and makes many more shuriken. It destroys quite a few clones. Naruto charges Usuigi again and Usuigi starts to dodge the punches and countering, destroying more clones. Usuigi starts to get overpowered and jumps back into a tree. He starts to form seals and with one swift movement of his hand sends Naruto and his clones flying through the air from a large gust of wind. This technique destroys the rest of the clones. Naruto and Usuigi stare each other down. Suddenly Naruto sees Sakura charge from behind and kick Usuigi right in the lower back. Usuigi goes flying and collapses on the ground. Suddenly a black smoke billows out of Usuigi's mouth and Usuigi disappears.

Sakura looks all round but can't see Usuigi. She quickly punches the ground, but he isn't even underground. All of a sudden, she feels something grab her feet. She quickly looks down and sees that her shadow had formed hands and was holding her in place. Out of nowhere, Usuigi appears and punches her right in the face. Sakura forms a chakra scalpel and touches Usuigi's arm. Usuigi screams and jumps into the woods. Sakura knows that he can't form any seals with just one hand. All of a sudden, her shadow once again forms into Usuigi.

"H-how?" suddenly she gets kicked right in the face by the clone. The real Usuigi appears and forms his own chakra scalpel. He touches both her legs and she can't move.

Naruto sees this and makes one more clone and starts to make the Rasengan. He hurls it right at Usuigi's back, but Usuigi sees this and barely avoids it. Usuigi strikes Naruto's leg with the scalpel as well. Usuigi looks down on Naruto.

"Well, you did pretty well for a kid." Naruto slowly starts to try and get back up. This shocks Usuigi. He goes for Naruto's other leg but Naruto jumps away on his good leg. Then Naruto starts to form a Rasengan all on his own. Usuigi does as well. They both charge forward and the two Rasengans collide and both men go flying backwards. Usuigi gets up and charges Naruto. However, next thing anyone sees is something pick up Naruto and run to a tree. It was Kakashi. Usuigi looks over at Kakashi.

"Boy, Kakashi. You sure seem older than I remember." Usuigi smiles.

"I see they have shown you the exercise I taught them a long time ago. Well, may I try."

"Of course, Kakashi." Kakashi charges forward and starts to throw punches, which Usuigi dodges. Usuigi delivers a kick to Kakashi's gut, which sends him flying back. Kakashi suddenly sees his shadow start to form into Usuigi.

"Not this time Usuigi." Kakashi forms some seals and the shadow goes back to normal. Kakashi regains his footing and charges again, this time with a clone that he made. Kakashi suddenly sees Usuigi form seals. He knew that Usuigi was gonna use THAT technique. Of course, black fire bursts out of Usuigi's mouth. Kakashi is able to dodge it but his clone isn't able to, which becomes incinerated. The fire shapes into a crude fire form of Usuigi. Kakashi quickly forms the seals that he copied from Usuigi many years ago and water bursts out from Kakashi's mask. The water engulfed the fire clone and the clone exploded, sending both men flying. Usuigi stared in awe.

"So Kakashi, you copied that move so in case you sparred me again you could destroy that clone."

"Yeah, basically." Usuigi laughed. Kakashi could tell that Usuigi was running out of chakra. Kakashi decided to show his old teacher the only move he ever made. He forms the chakra in his hand and prepares to attack. However, he sees Usuigi do the same. Kakashi smiles under his mask.

Sakura, who has been watching the whole time, is in awe at what she has seen. She sees Kakashi and Usuigi charge and the two Lightening Blades clash together and both men struggle to gain the upper hand. However, both Usuigi and Kakashi, collapse to the ground, exhausted. Kakashi reaches for the bell but Usuigi barely gets out of the way. Kakashi used up much chakra for that secret water technique and Usuigi had been fighting for the last two hours. Suddenly they hear a loud voice.

"THAT'S ENOUGH" Everyone, still conscious, looks over and sees Tsunade. She had a big grin on her face. "Well, Kakashi, I didn't expect to see you. But it appears that Usuigi has beaten your former students." Usuigi gets back to his feet.

"Well, they are VERY talented. I had some trouble with each of them. Naruto wouldn't stay down, Sasuke wouldn't stay still, and Sakura wouldn't stop hitting me. Anyway, that was a REAL good workout and the kinks are gone." Tsunade heals Sakura's legs from the chakra scalpel, along with Naruto. Usuigi forms some seals and Sasuke regains consciousness. They all proceed to their individual homes. Usuigi stayed at the village and slept at the tower where the Hokage and her family would live.

(Please review)