Orochimaru sat in his throne room. He sat in silence, thinking, scheming, planning plotting. He planned and plotted for a thousand possible outcomes, using his natural cunning to predict and prepare for everything. Then a thought came to him that never had come before. "What if my training doesn't satisfy him in time?" He pondered this for a second. If Sasuke was not satisfied with his training, then he could go elsewhere to find power. He thought about his, weighed the risk and came to the best conclusion. It would only alter his plans slightly, but it wasn't drastic considering the possibilities.

The Snake smiled.

Everything was falling into place.

Sasuke stood, the power of Darkness surrounding him in the form of his new outfit. He smiled maliciously. This power was exhilarating. It thrilled him.

"What are you talking about!?" Kiba roared.

Sasuke looked at him, a frown returning to his face. He snapped his fingers and a Shadow appeared. "Shut up, Flea boy, this doesn't concern you." The Heartless attacked, slicing at Kiba with its claws, and sucking the rest of his strength away. Kiba fell with a thud. The Shadow stood, ready to kill him, when Sauske snapped his fingers again. The Heartless stopped, and disappeared.

"Kiba!" Naruto yelled, before turning to Sasuke. "What are you doing?"

"Taking the power that is mine by right." Sasuke said. Sasuke looked northward. Then he returned his gaze to the robed boy. "If you want to catch me, you better keep up." He jumped off the barrel and ran northward.

Naruto quickly checked Kiba, Akamaru was sitting next to him, sniffing and whining.

"He'll be fine Akamaru, just keep him safe." Naruto said before jumping after Sasuke.

Sasuke led him through a path hidden by rocks long ago, until they came to a huge lake, surrounded by cliffs that stood half a mile high. A waterfall roared to the left, and flanking the falling water stood two figures of stone, glaring at each other with stony and perpetual gazes that seemed to hold a fight between themselves. Sasuke was standing on top of one of the memorials, staring down on Naruto as if he were a bug to be squashed. "Your light is weak, Naruto. Darkness is where strength resides. And Today, I shall prove it, but testing my strength against my rival."

Naruto smiled, "If you start singing 'Eye of the Tiger', I'll kick your butt."

Sasuke looked at him weird, obviously having no idea what he was talking about. Then he got inexplicably angry. "Your stupid and nonsensical threats mean nothing to me! And I've had enough of them!" Dark energy gathered around his fist, and then, at the apex of its power, shot a beam of Darkness at Naruto.

Naruto quickly jumped out of the way; only to have a second blast come at him from Sasuke's other fist. Naruto jumped again, even though nothing was beneath him to force him upward. The double jump just barely saved him from the beam of darkness. Naruto quickly landed on the statue opposite the one Sasuke was standing on.

"Haha! Where is the power of the Keyblade now, Naruto? Or is the Keyblade Master not what he made himself out to be?"

Naruto stared up at Sasuke. "The last time I let my pride get in the way, someone died."

"Oh, boo-hoo." Sasuke said sarcastically, "I'm sure it really hurt you, watching someone die like that. But just imagine watching your whole family die, again and again as you stood there, watching. You have no idea about the pain I feel!"

Naruto looked up at the boy. "I can imagine it, and I have experienced it!"

Sasuke looked shocked.

"I saw the one man who was the closest thing to a father I ever had, die in front of me, because of my pride. I was there for his last words, but I couldn't be there to help him. And that memory haunts me, and it still does, I watch his death, again and again in my head. Sasuke, this may come as the biggest surprise to you, but I KNOW WHAT YOU'RE TALKING ABOUT! I KNOW WHAT AND HOW YOU'RE FEELING! You are not the only one in this world who has suffered!"

"No! You don't know what I'm talking about! No one can feel what I feel! No one can know the pain of being betrayed by the man you looked up to!"

"A hundred people know that feeling! Anko was the student of Orochimaru! He left, betraying her! Jiraiya, Tsunade, and Shizune know that feeling! Gaara knows that feeling! At least one person has felt that for every missing nin that exists out there! Why can't you see that!?"

Sasuke refused to listen to him. No one knew the pain he had, he had it the worst, if anyone had the right to power, it was him, him, the boy that suffered the most. "Shut up, Naruto! If you want to stop me from my destiny, then I will have no choice but to kill you."

Naruto looked up. And then to himself he said, "So be it." Then he charged.

Orochimaru stood in his throne room, three scrolls in front of him on the floor.

The bait for his trap.

Underneath the scrolls was a carpet, which hid a large seal.

Yes. It was all coming together.

"Dark Fira!" Sasuke yelled, as a purple fireball came flying at the yellow robed blond. Naruto quickly dodged, before shooting three spells in quick succession. "Fire, Blizzard, Thunder!"

Sasuke quickly ducked beneath the fireball, hugging the statue they were fighting on, before moving out of the way of the Blizzard and a lightning bolt. Sasuke quickly reached for a kunai, only to grab air. He looked down at his leg, and realized for the first time that the Darkness outfit had robbed him of his Kunai and Shuriken holster.

He quickly looked up, and his face met the Kingdom Key. The blow knocked him off the statue and he fell down to the lake.

Thinking quickly, he landed on the lake surface, using Charka to keep him afloat, before, almost instinctively summoning Heartless.

Naruto landed on the water, and charged Sasuke as he stood there.

Suddenly three green Heartless jumped out of the water. Each one was armed with a blue triton, and they had small propellers at the back of their heads. Naruto quickly recognized them as Screwdrivers, and with a few quick slashes from Oblivion and the Kingdom Key, he sent them back to the void. "Letting your Heartless fight for you, huh, Sasuke? Not afraid of the light, are you?"

Sasuke stood there, a dark aura surrounded his fist. "The only thing I'm afraid of is wasting too much time fighting this pointless battle."

"Then come home, and stop wasting time."

Sasuke's frown deepened, (if possible) and the dark aura in his hand slowly began to form into a sword-like object. "Not going to happen."

Kakashi never knew the meaning of haste until now.

He had to make sure nothing happened to either of those boys. He had to make sure that they both came home alive.

Sure Naruto could hold his own against some jounin, but Sasuke had the Sharingan, and if things got that bad, Naruto may as well be fighting against himself.

An explosion sounded.

It was faint and barely audible. But even from this distance, Kakashi could tell it was made from one of Naruto's spells.

"Oh Kami, please let them be ok." He prayed, before poring on the speed.

Sasuke slowly climbed out of the crater Naruto had just made. Smoke trailing from his limbs. "Oh, note to self, never get too close to a guy who can cause an explosion at will."

Naruto quickly double-jumped out of the crater, and clung to the cliff side with his feet. He was now sporting a few cuts that leaked his strength a bit, but he was still standing. "Come on, Sasuke, you're nothing but a darker shade of grey. This isn't Darkness. This isn't even night-light worthy."

Suddenly, a dark aura surrounded Sasuke, healing his wounds and refueling his hatred. He stood up, and turned to glare at Naruto. He snapped his fingers and suddenly forty Heartless appeared. Twenty of them were simian-like Heartless, fifteen blue, five more blond-ish in color. Another fifteen were blue-ish Heartless that had orange wings and strange helmets. The last five looked like mortars of some kind. Sora's memories told Naruto that they were Powerwilds, Bouncywilds, Air Soldiers, and Cannon Guns, respectively.

"Well, if Sasuke can have an upgrade, why can't I?" Naruto turned to Sasuke. "If that is your Darkness, then behold my light!" Slowly, his robed changed again. The Yellow color began to fade until it was pure white. The Kingdom Key vanished, and in its place was Oathkeeper. "Now let's get this party started."

He jumped and glided across the sky, the Keyblades destroying the Air Soldiers that had been in the sky. He floated there, before a cannon bomb went flying at him. Oblivion gave it a good smack, and sent it back to the Cannon Gun that fired it.

Sasuke turned almost literally green with envy.

It sickened him, this power of the Keyblade. Enough to make him want to kill.

Kakashi was running when he suddenly came upon a beaten mass of flesh. He thought it had orange hair, but it was hard to tell from the blood that seeped from what he guessed was its arms. He was about to leave when he saw that it was actually disintegrating. Black smoke began to rise from it, and the limbs began to disappear into black dust that flew away with the wind.

It was gone.

Kakashi suddenly felt that something bad was about to happen.

Kidoumaru's body, still impaled by the branch he landed on, suddenly began to turn black. Smoke rose from it as it slowly began to turn to dust.

Sakon and Ukon's burnt ash lay at the bottom of the gorge, with only their charred bones as company. Suddenly, the grey ash began to turn black, and a trail of smoke beagn to float from the pile.

Then it was gone, leaving only a scorch mark as proof of the battle.

Tayuya's dead body lay on the forest floor, the kunai lodged in her throat was covered in blood. For once she was at peace. Then her skin turned black. Black like the Heart of Darkness itself. Then a smoke began to rise from her. She turned to a fine black dust that flew with the wind. And then, she was gone, leaving only the bloody kunai.

Akamaru sat next to Kiba, watching the boy, until a strange smell wafted under his nose. He quickly found the source to be Kimimaro. Akamaru barked at the body, when he suddenly felt a very evil presence. Akamaru, his tail between his legs, ran and hid behind Kiba's unconscious body.

Kimimaro's body suddenly turned black, and smoke began to rise from him. His body began to disintegrate into a fine black dust. Then, with a sudden gust of wind, he was gone.

Naruto stood panting.

He stood facing Sasuke, who stood with the most smart-aleck-y smirk on his face.

Naruto's Drive from was out, so he stood, his robe was black again and the Kingdom Key sat in his hand.

"See, Naruto, even at your most powerful, you cannot defeat me. The Light is weak, Darkness is where power truly lies."

Naruto looked at him, sorrow in his eyes. "You idiot, how could you?"

"How could I what?"

"How could you be so blind to the Light that you only see Darkness?"

Sasuke had no idea what he was talking about. Then something caught his eye, a black cloud was moving across the sky. He smirked, as his black heart instantly and instinctively recognized it. "You showed me your power at your best," He looked down at Naruto, "Now I will show you mine."

The black cloud plummeted to earth, surrounding Sasuke until he was unrecognizable in the black pillar that surrounded him. The pillar suddenly began to get wider. Then a giant arm, covered in white, bone-like spikes, erupted from the pillar, then a second arm, then a leg, and then another leg. Then the pillar of black dust began to dissipate, and it revealed a large torso. Bone spikes were protruding from it, and the large Heartless Emblem sat on its chest.

It's head had orange-red hair with silver streaks going front to back, and a single yellow eye sat in the head's center.

Just above the Emblem, there was a clear bubble. Sasuke stood in its center, his arms and legs covered in Dark Heartless Matter, giving him control over the limbs.

Naruto looked up at the Heartless, and then, with a thought hid his Keyblade in his heart.

Sasuke's Sound Heartless grabbed Naruto, and began smashing him to the cliff side.

Bash! Naruto hit the wall hard, his spine and teeth shook from the impact. The giant Heartless then took him a drove him under the water.

His lungs burned from the lack of oxygen, his ears felt like they would burst from the pressure. Then before he was sure he would drown, the Heartless pulled him back above the surface, only to throw him into one of the statues. Before Naruto could move, the Heartless reached into the crater, and pulled him out.

Then the Heartless took him and dragged him against the wall of rock. Face first.

The Heartless then brought the boy face to face with the bubble in its chest.

Naruto's face bled from the small, sharp rocks that were in the cliffs, they had cut up his face pretty bad. His back ached, his lungs burned, and he was panting heavily.

"Is this it? Is that all the strength your Light has?" Sasuke asked mockingly.

Naruto looked up at him, his clear blue eyes were filled with tears. "Strength is not about how much you can give out, it's about how much you can take."

"What would you know about strength? What do you know about pain? What do you know about betrayal? You know nothing." Sasuke said. He was angry. He didn't know why, but he didn't stop the fury that had built inside him.

Naruto coughed. "Sasuke…What you said, about feeling betrayed by someone you looked up to, I have experienced that."

"When?!" Sasuke asked angrily, "Who betrayed you? Who was it that made you suffer? Who did you look up to, before they left you in the dirt?"

Naruto looked up at him, his tears mixing with the blood that was smeared across his cheek. "You did."

Sasuke blinked.

"I looked up to you, because, like me, you suffered, but you held strong. I looked up to you because, you had lost your family too, but you stayed in Konoha, even though the memories of your family haunted you." Naruto coughed, blood came up this time. "You were like a brother to me. Sure, we didn't get along, but we had that rivalry, the kind of rivalry that only friends could have. You were someone I could trust, even though you acted like a treme. I respected you, and then you spat in my face. I loved you like a brother, but now you've stabbed me in the back. We were kindred spirits, exactly the same, but you forsook us for an obscure idea." Naruto coughed again. "You had my trust, you had my respect. I would have sacrificed my Keyblade to get you to come back. I would have given all my time to help you achieve a power that makes the Darkness quail. All you had to do was ask."

Sasuke was unimpressed, his black heart had turned stone cold and hard. "Shut up, Naruto." Then he dropped him.

Naruto fell to the lake, tears in his blue eyes, and blood on his face. He landed with a splash as he hit the water. The Sound Heartless then took a couple of steps north before grabbing the two statues and using them to push him out of the Valley.

The water calmed, the waterfall began flowing at its normal rate, and then, it was as if nothing had happened.

Suddenly the water near the shore broke. Naruto's head popped out of the water, his face now clean of the blood, and his tears hidden by the water. He threw his arms onto the shore, and pulled himself onto dry land.

"I failed…again…" He thought.

"You did everything you could, kit." Kyuubi told him "We can only hope that your words reached him."

"They didn't." Naruto thought, as he rolled onto his back. "You could tell by the look in his eyes. I should have removed that seal earlier."

"Sh. Just rest. Talk later. Let me heal you."

"Unless you can heal the hurts of betrayal, Kyuubi-sensei, I'm done for."

Kyuubi sighed, before putting him into a Genjutsu where Hinata stood, smiling at him.

Naruto then went to sleep.

Kakashi was pouring on the speed. The sense of dread that had come over him was getting stronger. Something had happened. He didn't know what, but something had happened, something very, very, bad.

He had crossed Neji, Shikamaru, Chouji, and Kiba and Akamaru, all of them pointed in the same direction. North.

The closer to north he got, the worse the sense of foreboding became. Suddenly he found tracks. They wound through a stone filled passage way, until they came to a gigantic lake, surrounded by half-a-mile-high cliff walls. He quickly scanned over the scene, until his eyes fell on a black robed figure.

The figure didn't move.

"Oh no." Kakashi said. "Naruto!" He jumped down to the cliff side, "Naruto!" he creid frantically. "Please be ok, please be ok." He whispered to himself. "Naruto!"

Sasuke walked into the Oto throne room. He still wore the dark blue body suit. A perpetual scowl was painted on his face. In front of him was a carpet with three scrolls, and beyond that, the snake himself.

"Ah, Sasuke. I'm glad to see that you made it."

Sasuke remained quiet.

"Tell me, Sasuke, how does the Darkness feel?"

Sasuke thought for a couple of seconds, before answering. "Empowering."

"Do you like it?"

"Yes."

"Now what if I told you that what you have is only a taste of what you could have."

Sasuke watched the snake for a small while. "I'm listening."

"I can give you much more power than what you already have."

"How?"

"I will train you." Orochimaru said, "But before we begin, you have to learn a few jutsus. In the scrolls in front of you are some essentials you'll need to complete your training. The sooner you learn them, the better."

Sasuke sat down in front of the scrolls.

"Start with the left one first, it's a summoning contract with snakes."

Sasuke quickly went through the contract signing his name in blood.

"Good, now that that is over, I will teach a couple of jutsu, but the ones in the scrolls in front of you will have to learn yourself. Open one, please."

Sasuke eyed the man, before turning to one of the scrolls. He picked it up, and opened it. It had several suicide techniques listed along with a dozen or so high-risk jutsu. He quickly read through them, working on the handseals.

"Please, take your time, but look over them with those eyes of yours, it will facilitate your training."

Sasuke obeyed, going over the whole scroll with the Sharigan before putting it aside, and moving to the third scroll.

He opened it, and immediately froze. He could not move. His muscles were stuck in their position.

An evil laugh filled the room. "Ku, ku, ku. You fool. You utter fool. Did you think I would let you have the power of Darkness freely? Did you believe I cared? Did you think I care about your family, or your clan? I only wanted your eyes."

Sasuke tried to move. "Don't bother. That seal is unstoppable except from the force of time, but by the time it wears off, it will be too late. These are your last moments, Sasuke Uchiha, in the physical world." He then slowly began making hand signs. "Fushi Tensei!"

Sasuke's eyes went wide, as a purple mist came at him. Then, it all faded to black.

He was falling. He knew that, he was falling from darkness to darkness. Suddenly, he stopped falling, or was he even falling to begin with. His eyes began to focus on a light spot.

Hope flooded his mind. There was an escape!

His hope died when he saw that the spot was actually a face, Orochimaru's face. "Welcome to you mind, Sasuke. Here, you will slowly begin to fade away into nothingness. Don't even bother fighting, it will only speed your downfall. So live here for the rest of your days, knowing that you could have had power beyond that of darkness if you had stayed in Konoha, know that you had friends there, die knowing you threw everything away for the void! Know that you betrayed your friends. Know that you have brought their doom upon them by giving me the power to wipe them out! Know this and die! HAHAHAHAHAHAHA!" The face laughed, fading away, back into the darkness.

Ladies and Gentlemen, something that has never before happened in any Naruto story, Orochimaru gets Sasuke!