Well, Here's the third chapter, a really in depth Author's note at the bottom.

He could only hope that nothing went wrong, and yet his heart lurched as he realised an unhealthy amount of mist surrounded them, that was not natural, even in the land of The Waves, something was up and he was going to find out what.

"Sensei" Naruto called out, from behind, Kakashi turned, keeping his guard up, and realised that the mist was so dense that he couldn't even see anything.

"I sense something" Naruto continued, "And I don't like it"

Kakashi nodded.

"Me too Naruto, I noticed that, Sakura, Sasuke, stick close to the old man, Naruto, keep a lookout ahead, I want you to be the first line of defence in case something happens"

Naruto didn't say anything, which Kakashi took to mean an affirmative, while Sasuke and Sakura also remained silent.

I don't like this too much.

-x-

So, apparently a Jonin and three mere Genin had outsmarted the Demon Brothers Of The Mist, Lord Zabuza wouldn't be too happy with that, and yet he had wanted Haku to not take part, telling him that some cards were always kept close to one's chest.

Haku laughed, that was plain stupidity, as if that would help anybody, but Lord Zabuza was the be all and end all, and he had to be right.

So Haku continued, observing the Genin, the fact that he was from Kiri helped him, he could easily see through the mist, and noticed that the orange jumpsuit Ninja had moved upfront, the other two had fallen back.

Something didn't seem right about that Orange, Haku thought to himself, and I have to find out what, he might prove to be dangerous, I sense some sort of power about him.

He didn't think much of the girl, though another boy, was also with them, he too carried himself as though he was strong, he exuded confidence, and even in such dire circumstances they knew they were going to face, Haku thought that was brilliant, vain, but yet brilliant.

And the Jonin, what about him, obviously he was masked, it almost reminded him of that infamous copycat Ninja in Lord Zabuza's bingo book, that could never be good for anybody, but this man didn't seem that strong, unless he was supressing his chakra.

-x-

"Think we are being followed" Sasuke asked Naruto, who he could barely make out.

"We are being watched by someone, I can feel it"

The idiot had continued to amaze him, how he had developed in such a short time was astounding, Sasuke knew he had to take Naruto's help, grow stronger and then take on his brother, who had slaughtered all his family members.

His heart still pained when he remebered what had happened on the day.

-x-

"Sasuke, you are very close, just some more and you will have mastered it"

He was seven, and his father had begun his training in the Family Techniques, and according to him it was going well, just not as good as Itachi.

Sasuke smiled, the fact that his father had given him that much attention over Itachi was still sinking in, and yet it had inspired him.

"I'll try one more time Father" Sasuke said, and formed the handseals.

"Fire Style: Fireball Jutsu".

To his pleasure and his father's, a majestic fireball made completely out of Chakra spewed from his mouth, and Sasuke felt amazed, he had done it.

"Well done son" said Sasuke's father, pride in his voice, which in turn caused Sasike to swell up.

"Keep training like this son" Fugaku Uchiha said, "And you are destined to become great, become the greatest Uchiha of them all son"

Sasuke nodded, up until now it had always been his brother who received this compliment, and yet today.

"No you can go out to play son, go on"

Sasuke laughed, and decided that he had earned it, now he wanted to play, but first he had to tell Itachi about his achivement, and sure enough, he found Itachi in his room.

"Big brother" Sasuke said, causing Itachi who had just seen him coming in crack a smile.

"Sasuke, I know what happened, you mastered the Fireball technique"

Sasuke nodded.

Itachi smiled.

"I am proud of you brother, very proud, and I hope you become as strong as I do one day, you absolutely have to"

Sasuke looked at Itachi, very curiously.

"You need to transcend all this Uchiha hate Sasuke, you need to rise above it, you need to become the greatest ever, because while that honor could have been mine, I sense its not going to go down that way"

"Why, why Itachi, what's wrong?"

Itachi smiled, then walked up to him and poked his forehead, something that irritated Sasuke a lot.

"Sorry brother, this is probably the last time I get to do this to you"

Sasuke looked at Itachi, puzzled, and Itachi smiled at him.

"Go on Sasuke, play, don't waste your childhood like I did"

Sasuke nodded, and left, not knowing what to make of the puzzling behaviour Itachi had just displayed.

-x-

When Sasuke returned from playing, what he saw was shocking, his uncle and his mother, both dead, while his father was not too far away from them, they seemed like they had put up a fight.

He did a double take, his entire family had been wiped out, and suddenly his heart was filled with grief, he couldn't even cry. He just looked on, and then realised that Itachi was missing, he almost thought of running up to Itachi's room, but he didn't have to.

"I killed them all Sasuke"

Itachi was right behind him, and grief replaced rage, as Sasuke began fighting him, he tried all sorts of punches and kicks, but Itachi blocked them all, with almost laughable ease.

"You're weak Sasuke" Itachi said simply.

And he ran.

The moment he broke into a run, and jumped past the Uchiha compound, a chain reaction triggered isomewhere, and Sasuke was filled with rage, almost unbearable hate and rage, how could his brother have done this, and he broke into a chase.

It wasn't long before he caught up with Itachi, who looked impressed.

"So I see you have awakened your Sharingan" Itachi said simply.

"Be strong brother, I spare you because I want to see if you can ever live up to me, and that is not something I trust will happen"

"Why" was all Sasuke would say to Itachi.

"Just wanted to test my Mangekyo Sharingan, the one I obtained by killing Shisui Uchiha"

So Shisui was killed by Itachi, all the allegations were true.

"I leave Leaf village today Sasuke, as a traitor, someday, if we are ever equals, we'll meet again, not something I think will ever happen"

And then Itachi was all of a sudden, an inch away from Sasuke, and Sasuke saw a tear drip down Itachi's cheek.

"Forgive me..and forget this"

And then he had knocked Sasuke out.

-x-

"SASUKE"

Huh. Naruto, what happened, what was he doing in this memory. Wait, why were they all surrounded by mirrors, what was happening.

And then he realised all the Senbon needles that were poking him, what the hell had happened here?

An hour ago.

Naruto couldn't believe it when a cleaver hit Kakshi sensei, the mist had served as a perfect ambush medium, Naruto hadn't seen it coming, but Kakashi had, as he had poofed into a log.

And then he had come face to face with a masked man.

The man was Zabuza Momochi, who had ridiculed them, told them they weren't really Ninjas, unless they were in his bingo book.

The man had a giant sword in his hand. And he was charging towards what seemed to be the bridge builder, and from the corner of his eye Naruto saw Sasuke, who had been caught off guard.

He had to do something.

Using his shadow clones, he made one right on Zabuza's path, and Zabuza cleaved through them, almost effortlessly. But it gave Sasuke some time, and Sasuke readied himself, while Sakura managed to move the bridge builder out of the way.

And Naruto charged, just as Sasuke kicked Zabuza and was countered, and sent sliding almost straight into a tree.

Damn, Naruto thought as he charged towards Zabuza, who was looking like he was going to swat a fly, but before he could even lay a hand on Naruto, he was interrupted by Kakashi, who attacked, and the Kunai pierced Zabuza's heart. Only to disslove, just like the body had into water.

"WATER CLONE" Naruto cried out loudly, and then kicked himself mentally for loosing it on the battlefield.

"Naruto" Kakashi said, "Calm down, I won't let anything happen to you, believe me"

Naruto nodded, even though the mist would have made it hard for Sensei to see him.

And then saw some more clones charge towards him.

This time he was more prepared.

He created ten shadow clones, all of who charged the Water clones, and began sparring, while the Naruto decided to involve himself in battle, while thinking of something to come up with.

"Naruto, what are you doing?" Kakashi asked him.

"Just protect the bridge builder Sasuke and Sakura, Sensei, you have to help me"

Kakashi thought this was just Naruto being big headed, but he realised that that was the wrong way to take this. Naruto looked serious, and also confident, not over confident.

Just how strong are you Naruto?

-x-

Zabuza was impressed, actually he was way beyond impressed. The boy's Taijutsu is really- just as a shadow clone landed a kick on one of his clones, and dispelled it.

This kid was stronger than he looked, and he had to be put down. He decided that the Jonin was more important right now, and that clones would keep the kid busy, and so he made some more water clones and charged towards the Jonin.

He noticed mid charge that the mask covering the eye had come off, to reveal a Sharingan.

He's the Copy Ninja?

"Yes I am"

He read my-

"Mind"

Zabuza raged.

"STOP THAT"

And he attacked.

-x-

Naruto had managed dispelling almost all the clones, and realsed that it was time for one of his own creations to come off. He had worked on the sealing Jutsu Jiraya had left him, and he had sealed some Shuriken in a scoll, with short bursts of Chakra, he could launch a rain of Shuriken on the original Zabuza, who seemed to be battling Kakashi sensei.

He leaped midair, as the last of his clones were dispelled.

Uzumaki Technique: Shuriken Barrage

He unfurled the seal, and all of a sudden, Shuriken began making their way towards Zabuza, who was almost knocked off balance, but managed to pull Kakashi and himself into the water.

Naruto whose Shuriken had barley managed doing anything was puzzled, and as he looked on, he realised that the terrain no was to Zabuza's advantage.

And then he saw Kakashi covered in a giant ball of water. Water Prison.

"DAMN IT" Naruto cried as he charged towards Zabuza, but some more water clones popped up.

"Step any closer and I will kill your Sensei"

Naruto felt helpless. And then something flashed upon him.

-x-

"So I am wind style huh?"

"Yes, just like your father, your mother was an expert Water practitioner, since tou are so much like her, you are bound to have Water Affinity too, but for now we work on wind"

And then Jiraya had instructed him to cut a leaf, with only his Chakra. He had told him Wind Chakra could cut through anything.

-x-

Can cut through anything?

He had enough left, one pulse of Chakra whould just reach the prison, and slash at it, but could he do it, could he burst out his Chakra.

It was basic, kind of like dispelling Genjutsu .

He had to.

And he formed the handseal, focused everything into it, and let out a burst of wind Chakra.

And all of a sudden he was overcome with pain, he had managed slashing his stomach, while the cut wasn't too deep, it still hurt.

All the water clones had been dispelled, and so was the prison. Kakashi sensei looked unhurt, but Zabuza was pretty banged up. He was cut severly.

And he fainted.

-x-

Haku looked concerned, Lord Zabuza looked pretty banged up, he was bleeding and clutching his sides, and what was worse, Kakashi had escaped the prison. The suspicions he had about the boy were right.

He had to do something, and he knew what. He had to trap the bridge builder, and kill him, then beat a retreat.

But before he could move, a Kunai hit him. Almost, he had barely moved.

And the other boy smiled, Haku was out in the open.

"FOUND YOU"

The boy charged towards Haku, ready to kill.

Haku smiled, the kid had killing intent that was equivalent to that of a cat.

"I won't go easy on you kid" Haku smiled, as she unleashed her rain of needles on Sasuke.

-x-

Naruto came to about ten minutes later, and he realised he had been healed, how had that happened.

He then realised that he wasn't really awake, he was in a dark place.

"HEY KID"

He looked up, and was paralysed with fear. The nine tailed fox sat right in front of him.

"Yeah you" the fox snarled.

"What do you want?" Naruto asked the fox.

"You can die, I want you to live"

"Why?"

"Because if you die, I die, so take some of my Chakra"

"What'll happen to me?"

"You'll wake up, be stronger for about ten to fifteen minutes, then the demonic Chakra I gave you will fatigue you, and you will be out for a while, that is all"

"Why should I trust you?"

"I want to live, and since you staying alive means me staying alive, it means I have nothing to gain by lying to you"

Naruto nodded, as he felt power surge through him.

-x-

What are these? Ice Mirrors? What is going on?

"Its my Bloodline Limit Sasuke, you will not survive"

He had awakened his Sharingan, but even that hadn't been enough, as all of a sudden, he saw a rain of needles, and embraced his death.

-x-

Present.

"SASUKE"

Naruto had leaped into the crystal mirrors, the power the fox had given him was surging through him.

"Sasuke, where is Kakashi sensei?"

He had come to, he had managed to survive the barrage, what was happening?

His life had flashed by his eyes? Or was it just that day, and he had awakened the Sharingan before, what was happening?

And then he saw Naruto, who had taken a lot of needles.

"What happened Sasuke?"

"Kakashi sensei broke free, and engaged Zabuza, the guy is crazy, they fought each other, Zabuza was cut and Kakashi was exhausted, but Kakashi couldn't finish him off, Zabuza escaped"

"Where is he now?"

"He fainted out of exhaustion, Sakura and Tazuna are carrying him,I managed to convince them to leave and they managed to get away, we are the only two left"

And Sasuke fainted too, apparently he had had enough.

And Naruto, overpowered with all the Chakra inside him let it out at once, causing the mirrors to crack, and Haku to look on helplessly.

"You're master abandoned you, you have to leave right now"

The mirrors burst, and Haku stood paralysed with all the killer intent Naruto had let out.

Haku had to run, now, he had to find Lord Zabuza, he couldn't have gone that far.

He body fickered away.

Leaving a really tired Naruto, and an unconscious Sasuke.

Naruto sighed. The demon was telling the truth, he was really fatigued.

He dropped down, unconscious.

Obviously, you guys think the flashback in the middle is screwing things up, but I don't treat it that way, I'm just laying the foundation for a future arc, so you can imagine that things will go differently, and Sasuke's revenge and all the other motives that drive his complex charater will also be explored, if it didn't make much sense to you, just rest assured, I wanted to do things differently right way, and I think I did, but things only get more interesting from here on out, because Zabuza is not the Big Bad of the Zabuza saga, Gatou is, and since this is fanfiction, who says Gatou can't hire another Shinobi.

Thank you for all the response and the feed back I have received so far into this story.

The Srjs95, Thanks for your Omake idea, while I couldn't really use your idea as such, your mention of masks got me thinking, and while today's Omake is not really what you suggested, it is more of my take on Masks in Naruto.

All the other people who reviewed, you guys are awesome, thanks a lot, I love the fact that I managed receiving a response from all of you.

And now, the Omake.

-x-

At the Ichiraku Ramen Store.

"Hey pervy sage, what the hell are Ninja's up to, wearing masks?"

"Naruto, stop disrespecting everything you see"

"What are you talking about, I'm just curious, I mean Kakashi sensei has a mask, and this really weird guy Zabuza, who we faced off in The Land Of The Waves had one, and all the Anbu black ops have one mask"

"Naruto, you know that Kakashi is not an Uchiha and can't use the Sharingan constantly, so he has a mask covering up that part of his face"

"What about Zabuza"

"I don't know, the guy killed off a whole class of Genin in Kirigakure, and he wasn't even in the class, he was just plain crazy"

"And the ANBU"

"The ANBU are supposed to hide their identity, and so they wear their own masks"

Naruto laughed.

"What about the council man Danzou, and the guy who attacked my parents was a masked man too right?"

"Naruto, I wish I had a mask on right now so that nobody could see me kill you"

"Hey easy old man, I was just having a laugh"

Jiraya sighed.

"But wouldn't it be cool if we could dress up as ANBU and go to the women's hot spring and act like we were bodygaurds assigned by the Hokage Pervy Sage?"

"NARUTO THAT IS A-" Genius Idea, I could pull it off, if anyone catches me, I could just say that I am ANBU, this kid is brilliant. Jiraya got up and walked away.

"HEY PERVY SAGE, PAY FOR MY RAMEN"

Jiraya laughed, he wasn't paying for anything.

Just then Shikamaru walked up, alongside Shino.

"Hey Naruto, what were you talking to Lord Jiraya about?"

"Eh, nothing just masks and stuff, I wonder why Ninja's wear them, and I think I figured it out"

"Really? What for?" Shikamaru asked him.

"People wear masks for covering their faces, identities and motives, nothing that is masked is ever clear, everything is up in the air, shrouded in doubt"

"Hmm. That is too troublesome to think about"

"Shikamaru you are a lazy ass anyway, hey Shino, you cover your face too, why is that?"

Shino looked at Naruto. "That's not really a mask Naruto"

"Huh?"

"Those are just my Chakra Sapping bugs"

"WHAT?" Naruto screamed and began shrieking like a twelve year old girl, and ran away, not even finishing the Ramen.

"That was random, just like this conversation, and the whole situation, its like somebody just put us here so that he could see if we were funny enough together. Bah. Troublesome."

"Naruto left his Ramen, that must mean he wanted me to finish it, very well, I'll feed it to my bugs" Shino said to Shikamaru.

Shikamaru stood paralysed in fear as creepy bugs began swooping in on Ramen.

"Wow, I am never having dinner at your house" He said, looking at the bugs that were cleaning up the Ramen bowl.

-x-

That was it, not particularly funny or anything, just my opinion on Masks in Naruto, though I think it would be pretty cool if Shino creeps people out like that.

Send me story ideas and all that shit, and also some Omake ideas, the mask idea could only be used once, and I know I did not pull it off properly, but I think I'll get better.

Thanks for reading, stay tuned.