Naruto's pain-induced shriek could be heard from miles away as Pein's hand-claw brutally slashed up his arm, starting at the wrist, ending at the shoulder and exposing the bare bone. To Naruto it was like being put through a paper shredder except with blades that never stopped cutting. Falling to his knees, he clutched his arm, still screaming in pain.

"Naruto-kun!!" Sakura exclaimed, her worst fears suddenly coming true. She flashed through all the worst-case scenarios that could happen now, and they all ended in one thing: Naruto's death. The rookie nine, and Team Guy were shocked at the brutality of the attack. Even the Hyugas' Byakugan could see the huge amount of chakra used in the claw swipe, and that only meant that either Naruto's chakra lines had been cut, or could be cut. Ino was busy expelling her ninja rations to one side, and Kiba with his super-sensitive smelling looked green around the gills.

But no one had noticed Jiraiya. The white haired sannin took a lot to get pissed, and one of his worst enemies attacking his favorite student definitely fell under the "Make me get pissed" category. As he stared onto the impassive face of Pein, and Naruto on the floor clutching his arm, in his own pool of blood, he felt his ire grow.

It was like a kettle slowly getting hotter and hotter. At first, he simply was angry and worried, but it slowly moved into rage and finally into feelings of pure hatred, when Pein began to kick an already incapacitated Naruto. Jiraiya's face began to twist and contort to reveal his anger, and with a single defiant challenged, he launched himself at Pein.

"Attack me, that's fine. Attack anyone else, and I'll injure you! Attack Naruto, and I'll KILL you!!"

he screamed as he bounded towards the transformed Pein. Pein heard the mad running, but only had time to raise his arm in a half attempt at blocking the enraged Jiraiya. But it was too little and too late. Jiraiya was upon him, becoming a Shinigami when he revealed his anger. He jumped to an impressive height, then brought his own heel over Pein's head, breaking a horn with a resounding CRACK! and leaving a black spot on the Akatsuki leader's head. He followed up by a right hook to the face, which Pein slipped under, despite his impressive height. Instead of slipping harmlessly though, Pein met a fully charged Rasengan to the face, which launched him into nearby trees, breaking at least half a dozen of them.

"Take that! You little Akatsuki bastard!" Jiraiya taunted, clearly satisfied that his attack had been successful. But then he lept out of the way of a gaping chasm in the floor that opened after the clear shout of

"Shadow Arts: Demon Chasm jutsu!" by Pein. Once in the air, however, Jiraiya had no way of blocking Pein's mad slash towards his lower rib, which ripped skin, and revealed bone.

Meanwhile, the rest of the leaf shinobi pulled Naruto to the relative safety of the sidelines, while Neji and Lee stepped in to help Jiraiya with Pein.

"Gentle Fist!"

"Goken Style!"

Both Neji and Lee exclaimed simultaneously as they launched at the massive beast which was Pein, each pounding the monster Nin with their respective styles. But for every high kick Lee launched, Pein easily blocked with a claw of his own, and for every Chakra numbing strike Neji attempted, Pein was already out of the way. They continued like this for a while, neither party landing any decisive blows, while Jiraiya caught his breath. At last though, he recovered enough from the few high-powered jutus and rib wound he received. Lee and Neji stepped back again, while TenTen launched a few kunai knives to cover them while the scrambled back to the sidelines. Sakura was busy nursing Naruto's wound, but looked up towards the carnage and Team Gai members.


"How's he holding out?" She questions, eager to know if the battle was going their way. Sakura was too busy taking care of Naruto to even look at the battle for even a little while.

"Well, Jiraiya just received a slightly serious rib wound, but it's not completely impairing him to fight" Neji said, analytical as always.

"YOSH! Jiraiya-sensei's flames of youth will NEVER die down! It would be most un-youthful for him to lose to such a non-youth like Pein" Lee exclaimed, stressing the 'youths' in his sentence.

"I hope he can win," Sakura said, looking down at Naruto before continuing, "Because Naruto didn't get a chance to even fight.

But she was also worried about Naruto. Normally Naruto would already be healing from a wound, but the arm wound wasn't getting any better on it's own.

"Please don't fail, Jiraiya-sensei" She muttered.


Jiraiya ducked under another roundhouse kick aimed at his head that most definitely would have decapitated him. Pein didn't have claws on just his hands, his feet were dangerously clawed as well.

I won't be able to keep this up for long Jiraiya thought to himself. Sooner or later I'm going to be too tired to keep on going, and that's going to be the end of me. But rage kept on going, and a desire to protect the younger rookies who undoubtedly would not last long fighting Pein.

Time to end this Jiraiya concluded. After dodging another madly powerful punch, and blocking another shin-strike from Pein, Jiraiya jumped back and disengaged, giving him a precious few moments to flash through some hand seals, before exclaiming:

"Jiraiya style: Sage Mode!" and like Pein before him, Jiraiya began to change as well. He gained a few inches in height, and his hair grew to the point that it brushed against his waist. His body increased in muscle mass, and legs became thicker. Jiraiya's eyes suddenly lost their pupils and became a sea of white. There was even a blue glow around him, indicating a mass consumption of Chakra.

"Pein, your time ends NOW" he said, before drawing a kunai from a leg holster. Pein watched the whole transformation, but was not ready for what was next. As Jiraiya dashed forwawrd, he suddenly disapeared, then reappeared behind Pein, the Kunai already coming down, and entering the beast's shoulder. Pein howled in pain, and tried to backhand Jiraiya, only for him to slide down under the arm, while the others watched in fascination. It was like his reactions, speed and strength increased by a ten-fold. As Jiraiya slid underneath Pein, he cut at both Pein's legs, earning another yelp of pain from the enemy. As Jiraiya began to come up from his slide, Pein began and overhead punch aimed at Jiraiya's chest, but the Sannin simply caught the fist with a loud fleshy THWACK! Trying to take advantage of the immobilized ninja, Pein grinned and taunted, "It's over, Toad" then tried to toss the ninja over the shoulder. He was almost too fast for Jiraiya, but not fast enough, and the Sannin easily counter by letting go of Pein. He then smashed his fist so hard against Pein's face, he sent the Akatsuki member flying a good twenty yards. But the Akatsuki nin never made it towards the floor, because Jiraiya was already there, furiously pounding Pein into a pulp from the air. Poor Pein had already lost the fight from the moment Jiraiya went 'Sage mode'. He ended the airborne beat down with another over head crescent kick that connected solidly into the Pein's chest, sending him into a the unforgiving floor. When the dust settled, there was Jiraiya with a kunai pointed at Pein's heart, who was on the floor, panting from the massive beating he had just received. Just to add insult to injury, Jiraiya quitely stressed the fact that Pein had been beating without Ninjutsus, and then added a few slugs to Pein's face.

"That the best you got Pein?" He asked sarcastically.

"Cause I got better"

He then shoved the Kunai with all his strength into the mutated Pein's heart, with a large squelch, followed by a new shriek of pain from Pein, even louder than Naruto's own.

"Damn Sannin! If I die, I shall take you down with me!" Pein screamed, before stabbing Jiraiya's own heart with one of his claws, which elicited a unanimous gasp from the other Konoha nins, and intense hiss of pain from Jiraiya.

"Stupid fool! Can't you see you've lost? Even if I die, it's over, we won. You are the last Akatsuki, and you failed!" he exclaimed, satisfied that in his last moments Pein realized his extreme failure. But then, Pein drew in one raggedy breath, then stopped breathing. He was dead.

But he did not die alone.

Almost immediately afterwards, Jiraiya swayed a bit on his knees before collapsing right next to Pein. The konoha nins rushed over, leaving an unconscious Naruto behind, since he had stabilized. Sakura was the first one to reach the Sannin.

"Sakura! Sakura!" he wheezed, beckoning the pink Kunoichi to come beside him.

"Yes, Jiraiya-sensei?" she asked, knowing full well from the blood around the Sannin's mouth and chest area that he did not have long in this world.

"Tell him," he paused as coughs racked through his body "That... I have nothing left to teach him. He is the New Sannin now"

Then, he was gone.