All he could hear was the splash of the shallow water as his feet broke its continually disturbed surface. He was at a severe disadvantage here, and he knew it. His lungs burned with each breath, and the muscles in his legs ached from the strain he had been placing on them. Things had gone south, and were only getting worse as each second drug on. He needed just a moment. That was all, just a brief respite to catch his breath, find his center, and collect more natural energy to enter into Sage Mode once more. This fight needed to end, and it needed to end now. The question was how exactly.

Then he heard it. It was subtle, but given the moment his senses were sharpened and the hissing noise was so distinct it was unmistakable. By some second nature, or sixth sense he knew where the attack was coming. Jumping as high as his legs would allow him to defy gravity's pull he twisted in air as he allowed himself to become parallel to the ground. The corkscrew that he had resembled was made necessary when he saw the pair of snakes passing just inches above his waist with fangs to bare. A kunai knife shot from the spring loaded holster on his wrist and fell deftly into his hand. Continuing in the twisting motion of his body his hand brought the edge of the small blade to meet with the necks of both snakes, slicing through them cleanly. When the rest of his body was oriented toward the ground again he finished off a third snake similarly.

His feet met the ground and as soon as they did he was running as fast as those feet would carry him, almost having never broke his stride. He heard the telltale laughter of his assailant echo in the shadows of the hallway.

"Well done boy. You have indeed progressed since we last fought. You are much more in control of your other half Naruto," his voice called out smoothly.

'Arrogant bastard! He's been toying with me since the start of this fight. Where is Sai already? He should have been back by now. Damn it!'

"I don't have any more time for you Orochimaru! I have to find Sasuke!" Naruto yelled back in response.

At that moment more snakes shot toward his face seemingly created by the darkness that impaired his vision. With a leaping dive he decapitated one of the snakes, and allowed two to pass over him. He tucked his head and landed in a roll. Coming to his feet and skidding to a stop he turned to meet the other two snakes, who were already closing in on him having launched a new attack. Maneuvering the kunai so he could kill serpents again was a relatively simple feat. He turned back around with barely enough time to divert the blade of a long sword so that it passed by the side of his head rather than through it. For what he hoped would be the last time of his life, he came eye to eye with the mad scientist of a ninja that was Orochimaru.

'When did he get in front of me? I hate these bases of his, all the hallways look the same and I never know where I am.'

The snake holding the blade in its mouth retracted back toward the mouth of the snake like man. With the sword falling into his opponent's hands Naruto could only mentally cringe at how disgusting the image was, and that was forever left in his mind.

"My dear Naruto, will you never learn? Sasuke doesn't want to play with you anymore. His ambitions are so much higher than the Leaf village. Dear boy, you could have been something truly great. I wish I had seen it when we first met. I thought you were just a fool who had no right to call yourself a shinobi, but it turns out that you were merely the perfect canvas. You were a masterpiece, all you needed was an artist to paint you. If I had seen it then I would have taken you to be my disciple, but fate wouldn't have it that way I suppose. Instead you have slaved yourself to the Will of Fire, just like Sarutobi-sensei, and just like that fool Jiraiya."

"Don't you dare talk about him like that!" Naruto growled. His anger was already past the boiling point, and had he not already mastered the Nine Tails chakra, the cloak of the beast would have enveloped him. "He was your teammate, a brother in arms, the only true friend you ever had, and you treat him worse than the dirt you walk on! How dare you!" Naruto was visibly shaking. The only reason he hadn't charged in and attacked the man was the constant reminder to himself that to do so would be the death of him.

"Come now Naruto. I thought it was quite a sentimental moment; the touching reunion of master and student. The way you fought each other, it was quite the performance from the both of you. To think you completely mastered the Nine Tails chakra to such a degree, and it took every ounce of my skill and concentration to hold Jiraiya to my will without making him a mindless drone. I was simply amazed when you managed to come up with a counter seal and release Jiraiya's soul from my grasp."

"You soulless monster! I will kill you for what you did to him!" Naruto had been goaded enough. He was running out of time, out of options, and out of chakra. He had no hope of beating Orochimaru without the use of the Demon Fox's chakra, and he had already tapped out the Fox for a while just to keep the resurrected pervert from killing him. He needed to either distract him long enough to slip into Sage Mode, or long enough to find Sai and Sakura and get out. Fortunately the hand seal for the jutsu he was about to use could provide him with both if he was lucky, and he was always lucky.

"Shadow Clone Jutsu!" Naruto yelled as the narrow corridor was filled with smoke. He never really understood why he felt compelled to scream the name of all of his techniques almost every time he used one. Then again every other ninja he had seen or fought did the same thing. While it never made any sense to him for an elite stealth based soldier to do such a thing, Naruto never felt the need to break the precedent that had been set. When the smoke cleared there were quite possibly hundreds of copies of Naruto surrounding the lone legend.

"Hmmm. Interesting," was all that Naruto could hear as he imagined the twisted man plastering that all too familiar crazed sadistic smile on his face at the prospect of testing his wits against a few hundred angry combatants. Naruto slipped into a room in a hallway that intersected the one he had previously left.

'Okay, gotta be quick. I won't be able to maintain Sage Mode too long with all of those clones dispersing constantly. I just need to find Sai and Sakura. Maybe by the time I'm done Orochimaru will come looking for me and I can get in a cheap shot and take him down before he can absorb my senjutsu like he did the last time. I know he is a genius, but I am seriously starting to believe that he really could defeat a small nation all by himself,' Naruto thought as he settled into a well practiced meditative pose.

Becoming one with nature was always a thrilling experience. It sent a tingle down his spine when he could immediately feel the presence of every living thing around him. Getting over the initial thrill he refocused on the tasks at hand. First checking the immediate threat that was the Snake Sannin. 'Damn, he has already taken out about half of all those shadow clones.' Next to find Sai, who should have been backing him up right now. 'Outside, 5 kilometers away, and moving towards me. Both sword boy, and the insane orange seem to be down for the count. Sai should be at the entrance to the base in a few minutes judging by his speed.' Checking the progress Orochimaru has made he began to feel frustrated that about 60 of the few hundred shadow clones remained. 'How could one man be so good?' Focusing again he began to search for the next largest source of chakra nearby. Finding it and the evil taint that was upon it he honed in. 'Sasuke, and he is fighting. He is calm and in control, crazed and certifiable, but in control. The one he is fighting is fading, loosing chakra fast, injured pretty badly, and hiding from him. Sakura, please hold on, just hold on until I get there.'

He felt funny, and not the same funny feeling one would get from a good joke. This kind of funny was more like the feeling that one might have when trying to walk while both legs are asleep. It didn't take him long to realize that this was the earliest onset of him losing control of the natural energies that were key to a Sage's power. While this had only happened to Naruto one time when he was not training in the Sage Arts, he remembered the final results were both amphibious and fatal. The last time he did this was on purpose because his chakra was being drained one of the many Paths of Pein. 'Oh crap! How do I stop the process! What a freakin' sucky way to die. I can see it now! Kiba would have it carved on my gravestone. Uzumaki Naruto: Turned into a frog in Orochimaru's closet. Okay think, think, think. Somehow I need to expel all of the Sage chakra. Fukasaku knocked it out of me with that staff, but I don't have it. I wonder,' his thoughts trailed off as he formulated his desperate plan.

Throwing all of his eggs in one basket was reckless, and if he survived Sakura would beat him senseless for doing something so dangerous in the first place but he had nothing to lose and his life to retain. Focusing on what he wanted to he made a few swift hand seals and built up as much of his chakra as he could along with all of the destabilized Sage chakra. His eyes were closed in concentration, but had they been open he would have seen the very air displaced by the chakra swirling around him. Then he forced his chakra to act in a way that he had not tried since the day of his last Academy graduation exam.

Having completed the technique he kept his eyes forced closed trying to sense any imbalance in the natural energies that were present a moment ago, but he felt nothing. Rather, he felt exhausted, but he did not feel as if he were also turning into a toad. Opening his eyes he saw something he did not ever expect to see. There before him sat three perfectly created clones of himself. Not the tangible shadow clones he was so used to making, but the standard run of the mill illusionary doppelgangers. "Well, would you look at that! I actually made three passible clones of myself. All it took was a life death situation to motivate me, and some Sage chakra to stabilize the insane amount of chakra that I used to do it," Naruto said with a great feeling of satisfaction, and determining to show Iruka when he got back home.

'If I wasn't so relieved you are still alive then I would try to tear you a new one for being so stupid,' said a low rumble in the back of his mind.

'What? I had to find everyone else, and Sage Mode was the quickest way. Besides, using up most of my chakra doing the Clone Jutsu worked didn't it?' Naruto thought as a response to the Nine Tailed Fox trying to admonish him.

'Yeah, but next time you want to do something stupid and potentially life ending do us both a favor and don't,' the beast quipped.

'Sure thing fuzz ball. Now we gotta get a move on 'cause that snake knows where we are now, and Sakura won't last much longer by herself,' Naruto agreed. It was a bad idea to use Sage Mode with so many active clones, and one he won't be repeating any time soon.

'I have rested long enough for you to use my chakra. It won't be much but you should have enough to use one really good attack on Orochimaru. If you make it count you might have enough to make it to Sakura and Sasuke,' the voice of the beast quieted as Naruto prepared for combat.

'I will. Let's go.'

Stepping back into the hall was almost as dangerous as utilizing Sage Mode had been, as once more the famed criminal nearly pierced Naruto's face with a sword. The snake holding the blade in its mouth withdrew wildly toward its place of origin. Licking his lips after swallowing his summoned familiar Naruto saw his foe in a crouched position low to the ground his muscles coiled as a snake ready to strike. "Now now, whatever shall I do with you? I can't stretch this fight out for too much longer since you are almost at your limit, and I can't kill you because my precious Sasuke wants that honor for himself. It seems I am at an impasse."

'He can't kill me because Sasuke wants to? He thinks I'm at my limit too. He's so arrogant. I might just get one good shot in afterall. Come on you freak, bring that pretty face of yours just a little closer,' Naruto thought as he waited for Orochimaru's next move.

Sighing Orochimaru continued "I guess I'll just have to see how much fight you have left in you and hope that you survive," and with that he began his charge. With a blinding speed the distance between the mad man and the blonde was down to a few yards.

"You fought me without intent to kill, but I don't hold back," and with those words Naruto declared his intent. Bathing himself in the chakra of the Nine Tailed Fox that dwelt within him he showed Orochimaru that in an instant the fight had shifted out of his favor. Wreathed in chakra that shone like the sun, Orochimaru had a look on his face that Naruto new to be one of cautious concern. Naruto was careful not to display the true extent of his powers in the Tailed Beast Form before his enemy by choosing to battle his Sensei moving throughout the woods surrounding the base, and ending within the belly of the Gourd Toad until he helped Jiraiya break free of Orochimaru's control. With millimeters until his enemies attack struck home, Naruto dodged the attack and moved behind the snake.

It was as if the world stood still when he moved at his highest speeds. Before Orochimaru could blink an arm of pure chakra grabbed hold of him and pushed him toward the wall at the end of the hallway. From his new position Naruto focused another two arms of chakra to help him manipulate the chakra massing in his hand. Swirling, rotating, and whistling like a fierce wind he formed one of the strongest attacks in his arsenal. The Rasenshuriken now completed he threw it toward his foe who remained pressed up against the wall struggling with all his might to break free.

"So he completed the Fourth's technique? Father and son, truly both were masterpieces, and to think it was that fool Jiraiya that made you," Orochimaru said to himself as the object of his demise drew near.

His attack made impact almost the instant he withdrew the constructed appendage. Not but a breath after, the ball of swirling wind chakra destabilized resulting in a massive release of energy. Infinite numbers of microscopic blades made of wind, cut into their target and everything within the blast radius. Deciding not to watch his attack finish Naruto began to move toward his teammates who were dancing to the tune death was playing. He could only pray that he could be there to stop that final note from ringing out.

'You should make sure he is dead. You know he is a slippery one, and might still be alive. For someone of his skill, the time between you letting go of him and impact was more than enough to get away.'

'I wouldn't be surprised if he survives. He was killed by Sasuke and sealed away by Itachi, but he is still alive and kickin' so I doubt I did him in. I just don't have time for him right now, and now that I'm using your chakra, he won't press his luck by fighting me anymore.'

Running faster than any eye could see he traversed the hallways heading toward his friends. The base itself was a labyrinth, and to those who were unfamiliar could easily lose themselves within it. He kept pressing on, the advantage of knowing where his destination was helped him keep focused despite the frustration of the winding passages and occasional dead ends. He found a passage that was led straight to an open doorway. The light at the end of the hall was so bright in the darkness that it prevented him from seeing what was beyond, but his senses knew that Sasuke and Sakura were there. Sasuke seemed gleeful. Sakura was in a near panic. The nine tails chakra began to recede just before he could make it to the door.

His eyes adjusted to the light, and once he could see properly again his world began to shatter. There she was, hunched over grasping the blade as it pierced her. A smirk was forming on Sasuke's face as Sakura coughed up blood. She whispered something that he could not hear, and Sasuke showed little reaction. Kicking her body to remove his sword Naruto ran to catch her before she hit the ground. Naruto couldn't help the tears that were forming in his eyes as he looked at her clinging to what life she had left. He looked back up at Sasuke seething with anger, and saw only a smile on the face of a man he once called a brother. It would not be obvious to many, but to Naruto he could see that Sasuke was favoring his left leg, his sword arm seemed to be swollen, and his offhand seemed to fall limp at his side. In spite of his calm demeanor Sasuke was in immense pain, and in as much shape to fight as Naruto was.

"Another time Naruto, another time," those were the only words that escaped Sasuke's lips as he took his leave.

No longer concerned he looked down at the face of the woman whom he had chased after for much of his childhood. Coughing as she spoke, "Naruto, I'm sorry. I did the best I could, but he wasn't even fighting me seriously."

"You have nothing to apologize for, I saw him before he left. You gave him hell!"

"Yeah, he paid for toying with me too much. I'm sorry I just wasn't strong enough."

"No, it's my fault I should have been here. I shouldn't have let you fight him alone. But it's over now, I'll get you back to the village. Tsunade can get you patched up again, and then we'll go find Sasuke and drag him back home. We'll do it together I promise. I'll make you happy I swear it."

"Nar," Again, blood spewed forth with a new series of coughs. Her eyes were becoming dull. They no longer shone like emeralds in the noon day sun, but instead they were becoming a lifeless green that seemed to kill the light that found them. "Naruto, this is it for me. I won't make it out of this one. I'm so sorry. I am losing too much blood, and Sasuke punctured my lung. I don't have much longer."

"Don't say that," Naruto gripped her as if holding her closer could protect Sakura from her quickly approaching fate. "Just tell me what to do, and I'll do it. I won't lose you. I can't lose you,"

"It's okay Naruto. I'm alright with this. I think I always knew this would be how it ended." He could see the tears. They were few, but they spoke of pain. Not a physical pain from the wounds she bore on her flesh, but the emotional wounds she bore in her heart. "I messed up big time. I was chasing after a dream. After the Forrest of Death I saw what Sasuke was, but because I loved him I wanted to save him from his darkness. I thought I could. Naruto, I don't want you to try and bring him home anymore. I don't want you to die, you don't need to push yourself so far for me. I'm just not worth suffering for."

"You are to me. I know you love him, and I know you always will but that won't stop me from trying to make you happy. I made a promise, and I always keep my promises," his words were coming between sobs. He needed to do something, anything. She was falling away and he couldn't catch her. He promised to fight to keep her in his life, and there she was giving up again.

Her hand rose shakily. It was clearly taking all of her strength just to bring her hand to touch his face. Naruto grabbed hold of it to keep it there. She was growing cold, so very cold. Life was fleeing her, and all he could do was watch. He was helpless, so helpless. All of the strength and power in the world and he could do nothing here but sit and watch her die. Naruto saw movement from the corner of his eye. So as to not draw attention to whomever might be sneaking up for an attack Naruto tilted his head in a way that brought Sakura's hand to his other cheek. He breathed a sigh of relief when he saw it was Sai, hanging back letting the two have privacy in their last moment together.

"Naruto, I want you to know that if it had been you who left the village instead of Sasuke I would have chased after you like you did him."

"I know Sakura," he stated. Though he may not have been the one her heart longed for, and though she would hit him and yell at him, Naruto knew that she cared about him. She cared about him from the depths of her heart, and the fact that she was using her last breaths to remind him of this spoke volumes. It showed that she was worried about him at this moment and in the time that is to come.

"I'm sorry I couldn't love you like you wanted. If I had tried a relationship with you, it would have been so much less than you deserve. My heart belongs to him, just as your heart belongs to her."

"I know, but she doesn't want me like that anymore," Naruto didn't really want to talk about her right now. One of his best friends was dying in his arms. Yet, he wasn't going to deny Sakura her last words. If she thought it was important, then he would listen.

"She does. She loves you so much. She broke up with you because she thought that she was holding you back. She thought that she was keeping you from being truly happy," the strength of her voice had left. Each word was weaker than the last, and she looked so pale. Naruto wiped away the blood that was left at her lips.

"I'm happy though. Even though it wasn't the way I wanted things to end, I still get to spend my last moments in the arms of a man who loves me dearly."

Naruto clutched her. He couldn't hold back tears, his teeth were clenched shut. The emotional turmoil of this moment was unbearable. He held his dying friend. Her life stolen by one he had lived protecting, someone he thought was a brother. He was unraveling. Her voice was trembling and faint, but he heard it. It was calling to him as his mind was edging toward the abyss.

"Naruto, make me one more promise," she whispered into his ear.

"Sure, whatever you want. It'll be the promise of a lifetime."

"Sai, make sure he keeps his word."

"Of course," Sai responded moving closer to the pair.

"Naruto, please do this for me." Slowly there was a shift in her. Her eyes changed. Her face took a different form. It was almost as if someone had replaced her head with the head of one of Naruto's toad summons, specifically Gamakichi. When this strange Sakura spoke it spoke with Gamakichi's voice "Naruto! Hey Naruto, you need to wake up Naruto!"

It stared into his eyes, and Naruto was disturbed. He looked over at Sai whose head resembled Gamatatsu, whining something about being hungry and forgetting to bring snacks. At this point Naruto had lost it. Then the world around him suddenly turned a deep orange color, and swiftly went dark. There was pressure on his entire body, and he was struggling to breathe. Then something kicked off of him and air was allowed into his lungs. Opening his eyes he saw the frog brothers sitting nearby.

He rose sharply "What are you doing?! Are you trying to kill me Gamakichi!?" A finger extended pointing at the perpetrators.

"Oh lighten up Naruto. You've been asleep for most of the day. Training with my dad must have done a number on ya. Besides Pa wanted me to tell you that Ma is making dinner for us tonight," the great orange toad responded.

"Great," Naruto groaned. He enjoyed everything about being on Mount Myƍboku except for the food.

"Yeah, it'll be amazing 'cause I'm starving," the large yellow toad replied oblivious to his friend's despair about the coming meal.

"You're always hungry. Anyway, I figured we could get one last round of training in tonight before you left tomorrow," The great orange toad said as he grasped the hilt of his large blade.

"Yeah, that doesn't sound too bad," Naruto nodded in agreement. One last round with his friend didn't sound too bad.

"You've gotten pretty good with that toothpick of yours, after dinner we'll see just how good you are. No holding back," Gamakichi said with a hint of anticipation in his voice.

"Sure thing Gamakichi. Let's get going then, you how Ma gets when we're late for dinner."

'Three more days, and I'll finally be able to put Sasuke behind me. I'll finally be able to move on.' Naruto thought reflecting on the task at hand as he walked beside the two great toads slowly hopping along the paths and winding trails of their home.