Author's Note:

Sorry about the cliffy I finished the chapter at 4 in the morning.

RogueNya- The hand seals are an instinctive reaction to being suprised. He can't cast any jutsu in Naruto's mind.

Chapter 2

"She has taken the form of Kushina-Sensei, your mother." Itachi's sharingan flared to life

"Kaa-san"

The Kyuubi's eye widened, "Itachi-Kun wait. It's really me."

"Prove it!"

The Kyuubi grinned, "One time in the academy Anko-chan stole some of your Pocky. You retaliated by using a genjutsu to make her dango taste like blood. That's how she got her blood fetish."

"K..k..k..ushina-Sensei. How? Why?" Itachi was near tears. Kushina had been a like a mother to him when his own had been pregnant with Sasuke. "Everyone thought you died in the attack. How could you attack the Leaf?"

Kushina seemed to wilt under the onslaught of questions. "First things first. Naruto-Kun; come to your mother!" Naruto who had collapsed to the floor sprang up and launched himself at Kushina bawling his eyes out. Kushina wrapped her arms around Naruto whispering soothing words into his ears.

Naruto finally managed to choke out a question. "Why did you leave me?"

Kushina squeezed her eyes closed as if in pain.

"Kushina-sensei, are you ok?"

"I'm fine Itachi-kun. Naruto-kun I did not leave you by choice. Let me explain the night of your birth to you." Kushina began her tale. "My story begins many thousands of years ago in the 'Great age of Technology.' The world was full of humans and their technology was nearly boundless. The spirits were fading and the world was coming ever closer to apocalypse. In the end it was inevitable and 95% of all life was wiped out in an instant. The surviving nine great spirits met and decided that the remaining humans could only be allowed to have a set amount of technology. If they gained too much it could lead to another apocalypse. So we found a human who had a large amount of chakra and began to teach him the basics of calling it out. This human is now known as the Sage of Six Paths"

"He took years to master it and eventually returned to humanity to teach about this new source of energy. Not long after he encountered a monster a great beast known only as the Jubi it had been awoken from its slumber by the apocalypse. In a great battle he managed to subdue and seal the Jubi into himself. This was only a temporary solution as when he died the seal would give out and the Jubi would be free once more. He came to us to ask us for help. We eventually decided to split the chakra of the Jubi up into nine pieces and spread them out among the nine great sprits in the hope that we would be able to resist it and prevent the Jubi's rebirth. Sadly we failed. One by one I watched as my brethren fell to madness and rage. In the end even I fell and when I was summoned by that damnable Uchiha to fight the Shodaime I had no choice. But the fight was a godsend. After being defeated I awoke from my rage and began a quest to find out what had happened in the world since my fall."

"I donned a human form and came to Konoha. Posing as a Jounin from the destroyed country of Whirlpool I eventually gained the notice of your father. At first I refused to fall for a human, but love isn't rational and eventually I fell in love with him. We married in secret and shortly afterward he was nominated to succeed the Sandaime Hokage."

"What, Otou-san's the Yondaime?"

"Yes." "As I was saying eventually I got pregnant with you and was reassigned to the academy. That's where I meet Itachi-kun. On the day of your birth I could feel the pull of someone summoning me. I fought it with all of my power and just barely held off until after you were born. I was summoned by the same Uchiha Madara. Weakened I was unable to resist his Mangekyo Sharingan."

"Mangekyo Sharingan? What's that?" Asked Itachi with a frown on his face. "I don't remember a Mangekyo Sharingan."

"That is because the easiest way to obtain it is to kill your best friend," Replied Kushina with a frown. Itachi's eyes nearly popped out of his skull in surprise at this, "Oh."

"Back to the story, Madara forced me to attack Konoha and Minato stopped me by sealing me into our son." "He should have just killed me he would still be alive if he had."

"Kushina-sensei, I thought the Biju couldn't be killed."

"Normally no we couldn't be, but when I married Minato I told him everything and my wedding gift to him was my Hoshi no Tama."

At this Itachi gasped. 'He could have killed you."

"Yes, but he did a noble self-sacrifice and left our son alone."

Naruto who had sat at rapt attention the entire time finally spoke up. "Umm what's a Hoshi no Tama."

Kushina smiled down at him and replied, "My Hoshi no Tama is basically my soul. It's the key to all my power."

"Then where is it now."

"Your father sealed it in here with me."

Naruto gave her a toothy grin. "Well that's good no one else can get it."

"Yes that is good, only you can give up my Hoshi no Tama."

Naruto looked indignant. "I would never…"

"I know."

Over the next half hour Kushina asked Naruto all about his life. She was disappointed that the village had fallen so far in its treatment of him. Eventually Naruto fell asleep in her lap and Kushina looked up at Itachi.

"Itachi-kun will you look after him?"

"Of course Kushina-sensei"

"Thank you Itachi-kun. It's time for you to go, when he wakes up please reassure him that it wasn't a dream."

Itachi just nods in response. His stoic demeanor coming back up, his face impassive.

"And he better not get a damn pocky addiction."

As Itachi watched Naruto slumber a true smile graced his face for the first time in years. Uzumaki Kushina had been more of a mother to him than his own mother. She never saw him as an Uchiha like the rest of the village or as the genius clan heir like the rest of his clan. He could go to her with any problem and she would do her best to help him and give him unbiased advice. He swore that he would do everything in his power to protect her son, even against his own clan, whom he knew were some of the biggest supporters of Naruto's death or exile.

The boy in question began to stir. He sat up and rubbed his sleep encrusted eyes. Looking around he spotted Itachi. When he saw him his eyes welled up into tears. "So it wasn't a dream? My mother didn't abandon me. She loves me," he choked out.

"Yes," replied Itachi in his usual monotone. "After you fell asleep last night I talked with Kushina-sensei about your training."

Naruto's tears dried up instantly. "Oh yeah, training. I'm gonna be the best Hokage ever." He was bouncing off the walls he was so excited. Someone was finally paying attention to him other than ojii-san and Teuchi-san.

"I'm not going to lie to you Naruto. My training is going to be brutal. You will most likely curse my name during our sessions, but you have the potential to be great. You will not see immediate results; it will take years of hard work. The first thing you are going to is unlock your chakra."

"How do I do that Itachi-sensei?"

Itachi frowned, "they should already have taught you how to meditate at the academy. You should be close to unlocking your chakra already."

Naruto's grin slipped, "the instructors at the academy refuse to help me and ignore me if I have questions. Sometimes they send me out of class for 'disrupting the learning environment.'"

A cold glint appeared in Itachi's eye, "I see. To unlock your chakra you must meditate. This will also help in forming a connection with your mother so you can enter your mind on your own as well as speak with her without going into your mindscape."

"Cool!"

"This will take about a week. Sit down and cross your legs. At first you must feel at peace."

One week later Naruto arrived at Itachi's private retreat and began to meditate. About an hour later Itachi who was on guard duty at the Hokage tower felt a massive surge of chakra coming from the direction of his retreat. A soft "Naruto-kun" escaped his lips, unheard by any save the Sandaime Hokage.

Sarutobi Hiruzen, the Sandaime Hokage fixed Itachi with a stern gaze. "Itachi-Kun, might I ask how you know Naruto and how this surge of chakra relates to Naruto?"

"I know Naruto because I found him lying in a pool of his own blood about a week ago after a brutal attack by shinobi who were most likely drunk, as for the chakra that was most likely him unlocking his own chakra."

The Sandaime's eyes widened in shock, "He was attacked? Why wasn't I notified? Who were the perpetrators? Wait his chakra? There's no way he has that much chakra he five for god's sake."

Itachi's eyebrow quirked at the Hokage's rapid questions. "I didn't report it because he was healed within minutes of the attack and by the time I finished making sure that he would survive the trail was too cold for me to follow and there are very few trackers in this village that would help him anyway."

The Hokage sighed and slumped in his seat. "I know, so few see him for himself. Every council meeting is an uphill battle to protect him, and what of the chakra surge you don't seem overly concerned."

Itachi couldn't resist a smirk. "That was Naruto unlocking his chakra."

The Hokage nearly choked on his pipe in surprise. "That's impossible; even my own chakra barely rattled the windows when I unlocked it." His shoulders slumped. "This will make it even harder to keep him out of Danzo's ROOT program."

"I have a suggestion Hokage-Sama."

"Oh and what is that?"

"Allow me to train him after the academy is done each day. They don't teach him anything anyway."

"What do mean they don't teach him?"

"I thought you would understand? They teach you to unlock your chakra in the first week."

"Perhaps it is for the best Itachi-kun. Yes you may teach him, but please keep it reasonable for an academy student." As he spoke he got up and moved to the window facing away from Itachi. "I've failed him in so many ways." A lone tear slid down his cheek.

"I will, the first couple of years will be chakra control and stamina building. He's going to need it."

"Dissmissed."