Not Sick

by Ser Serendipity

In one world, after defeating his brother, Itachi Uchiha dropped dead, victim of a mysterious disease, and the future of the ninja world was set for the worse. However, in another, Itachi was not sick. From this small difference, many changes will spring, and many plans will be overturned. The path of the last of the Uchiha, and the world itself, will be altered forever.

3. Underestimated

Not Sick Chapter 3

Refusal: Part 1

Itachi was the first one to break the silence.

"You are not Pain," he said, his mouth twisting. "You have the same eyes, but you are not him."

The pierced man inclined his head, but he didn't speak.

"What do you mean, Itachi?" Kakashi asked. He had oriented himself so that he could watch both the new arrival and the Uchiha simultaneously: he still wasn't sure what Itachi would do now.

"I have met Pain before. He was not this man. He had similar hair, and the same eyes, but he was a different person," Itachi explained.

"And what are those eyes, anyway?" Sakura spoke up, near the rear of the group. "They're pretty strange."

"That," Itachi said carefully, not looking away from Pain, "is the Rinnegan."

"The Rinnegan!?" Kakashi's eye went wide. The other one remained closed; his headband was raised, but his Sharingan was still hidden.

"What, what? What's the Rinnegan? Kakashi-sensei, what's the big deal?" Naruto's teacher was as alarmed as the blond had ever seen him. His mask was doing nothing to actually mask his shock.

Kakashi didn't answer. Instead, at that moment the purple-eyed man ran through a series of hand-signs. All of the shinobi watching sprung back: it was a terrible idea to rush someone who was in the midst of forming an unknown jutsu.

However, their precaution was unneeded. The man slammed his hand down onto the roof, and in a puff of smoke five more figures appeared, standing in a v-formation.

Kakashi cursed. That had been like no summoning he had ever seen; the hand-signs certainly hadn't matched one. Now, the enemy had been able to summon reinforcements.

The new arrivals were eerie, pale in the bright light of the mid-day sun. They all wore Akatsuki cloaks, some tattered, as if by recent fighting. In addition, they were also all pierced by the same bizarre rods as the first arrival: metal was stuck into them indiscriminately across their face and body, ignoring any discomfort it would have caused.

With the exception of a single bald one, their hair was uniformly orange, looking out of place on their pale, papery skin.

And they all shared the same unnatural purple ringed eyes. Six sets of them, all staring with the same intensity at the group.

Kakashi felt a chill jolt down his spine. What were these things?

He heard Itachi behind him, speaking with the same steady passivity. The man really was a genius at hiding his emotions if this didn't unsettle him in the slightest.

"The Rinnegan, Naruto, is the most powerful doujutsu this world has ever seen. It is said that in ancient times, the Sage of the Six Paths possessed it, and with its power he-"

"Became God," interrupted one of the new arrivals. A body stepped forward from the v-formation. It had the least intrusive piercings of the group: only three bars through its noise, and spikes protruding from its lower lip. Its ears, however, were positively full of metal studs.

"Pain." Itachi inclined his head respectfully. "That is not quite how I would have put it."

"It is irrelevant how you would phrase it, Itachi. It is the truth, and that is all that matters. Now, tell me. Madara claims you have betrayed our cause. Why have you done this?"

Pain's voice was deep and steady, almost like Itachi's own. But unlike Itachi, every word was filled with absolute confidence, and overbearing will. He did not even deign to look at anyone other than the Uchiha, seemingly not even viewing them as threats.

'Madara?' Kakashi's eye got even wider. The man in the mask was Madara Uchiha?

"I have not betrayed anyone," Itachi responded, his face settling back into its traditional neutrality. "I'm just acting selfishly now. For the first time in ten years, I have decided to be my own man. I am not moving against you, Pain. My dream is no different from yours. I simply wish for peace, and I simply wish to leave."

"You know I cannot allow that. You know too many secrets, Itachi. And where would you go? The Leaf will not receive you well, I imagine." Pain looked genuinely curious, though his eyes became no less intense for it. The rest of the orange haired men stared blankly, unfocused.

"I am not going back to the Leaf. That is reserved for my brother."

"And I can not allow that either. Madara has ordered me to retrieve Sasuke if at all possible."

"That. Won't. Happen." Itachi's voice didn't change in the slightest, but the amount of killing intent he projected would have knocked out most genin. Pain brushed it off like it was nothing.

Akamaru whimpered. Kiba patted his partner's head, not taking his eyes off of the cloaked men for a moment.

"I see. That is unfortunate, Itachi. I assume, then, that you will not help me capture the Kyuubi?" As he spoke, he turned towards Naruto, staring right at the Jinchūriki with an emotionless gaze. The blond stared right back, determination etched on his face.

"No." Itachi turned to Team Hebi. "Get Sasuke out of here. I don't care where you take him, as long as it is away from here."

Karin and Suigetsu shared an uncomfortable look. Juugo didn't take part in it: he'd been staring at the ground for the last few minutes, controlling his breathing and desperately trying to keep his curse from overwhelming him.

"Uh…" Suigetsu spoke, hesitant. He was all too aware that Itachi could turn him into a puddle without even trying. "You know we're not going to bring him to Konoha, right?"

Itachi smiled. It was terrifying. "You may think that. But Sasuke doesn't have any eyes, so he won't get far without you. And considering that Naruto Uzumaki will be coming after you three, it will just be a matter of time until my brother is retrieved."

"You seem very confident that the Nine-Tails will escape me, Itachi." Pain raised his hand, pointing it at Itachi. The Uchiha stiffened; readying himself to avoid whatever was coming.

He ignored the flare of pain shooting up his spine. Sasuke's chidori may have cut deeper than he'd thought.

Itachi began flashing through hand-seals, not taking his eyes off Pain for a second. A genjutsu wove itself over Pain, clouding the eyes of the man who had raised his arm. To him, it would appear as though Itachi had vanished in a swarm of crows, prompting him to begin to search while Itachi attacked directly.

The other purple eyes stared at him. The lead Pain continued speaking, undeterred.

"But I wonder: how good are his chances without you?"

Itachi was fast. One of the fastest in the world, in fact. He could catch a kunai midflight, outrun an ANBU, and even grab a single raindrop out of a storm. The Mangekyō Sharingan may not have been faster than lightning, but on a good day, Itachi could be.

Today was not a good day.

'Shinra Tensei.'

Itachi dove to the side, not knowing what was coming, but knowing he wouldn't want to get hit by it.

His spine caught on fire, and the back of his cloak suddenly grew wet. The slash Sasuke had given him opened up, and the older Uchiha staggered, his dodge crippled.

An unstoppable force, a wave of manipulated gravity, shot out of Pain's body, cratering the stone on which he stood for a meter around, and struck Itachi full on as he stumbled.

The elder Uchiha flew back, reeling from the blow, and less than a second later hit a telephone pole, long since disconnected from any sort of wiring but still standing, while traveling somewhere around three hundred miles an hour.

Itachi exploded through the pole and kept going, only slightly slowed. The wound in his back wasn't fire anymore. Now, it was magma, pouring through his bones.

He hit something else: a rather large tree, planted in the outskirts of the town. A normal human would have died instantly (again, since a normal human would probably not have survived destroying a telephone pole with their body), crushed against the unforgiving bark.

But Itachi was Shinobi, and an Uchiha besides that, so instead of dying the red glow of his Susano'o sprang up around him, blunting his impact against the tree.

Thus, Itachi did not die: he was merely shoved several feet into the centuries old wood, breaking a couple of his ribs, snapping his left leg and almost cracking his spine, before the normal operations of gravity asserted their dominance over him and sent him plummeting into a thirty foot free-fall.

The Susano'o faded away, Itachi's blurred mind unable to keep it maintained through the intense pain in his back and the burning in his eyes. He hit the ground, a landing that broke both his right arm and wrist as he crashed to the grass awkwardly, stunned. It felt as though he were paralyzed. Every muscle in his lower back refused to obey him.

'What?' Was all Itachi had time to think. 'No signs; no warning. What hit me? How…'

Red flashed across Itachi's vision as he tried to haul himself to his feet. He had to get back. He had to protect his brother.

His Susano'o wasn't rising. He couldn't feel his legs.

Itachi fell to the ground, his hands going limp. His eyes, the Mangekyō still worthlessly whirling, slowly closed.

'Sasuke. I'm sorry.'

---

Pain lowered his hand and turned to face Naruto, who took a step back.

"One down."

'Oh my god.'

To everyone on the roof of the townhouse, it looked as if Pain had merely glared at Itachi and instantly sent the deadliest Shinobi the Leaf had produced in a long, long time on a short flight and a shorter fall, without taking a breath or moving a single muscle.

Pain lowered his arm. "I do hope that none of the rest of you are possessed by the same foolishness as Itachi," he said, scanning the ranks of the ninja before him. "Some must die so that others can live in peace. Will Itachi be your sacrifice? Give up Naruto Uzumaki and Sasuke Uchiha, and you will not be harmed."

No one said a word.

Pain frowned. "Naruto Uzumaki, come forward. If you do not, I will begin killing everyone here, one by one. Starting with-" and he turned, his hand pointing at Kakashi, "-the Copy Ninja."

Naruto stared at the roof, his fists clenched. He didn't want to look up at the man with purple eyes.

Itachi Uchiha had been untouchable. Naruto had never been able to hurt him, never even been able to make him pay attention to him. And this man, Pain… he'd taken out the Uchiha with about as much attention as Itachi had ever given Naruto himself.

Naruto wasn't afraid to fight against overwhelming odds. He's spent his whole life spitting in the face of the impossible. But his friends, the people standing besides him now, they hadn't. None of them were even close to Itachi, not even Kakashi-sensei.

If they fought, they would die. Naruto could feel it.

They would die because of him. Because he was too much of a coward to lay down his own life when it really counted.

Naruto's hands relaxed, and he stepped forward.

"No, Naruto!" Sakura went forward as well, grabbing him by the arm. He turned to her.

"Sakura," he said with a sad smile. "I have to."

"No you don't!" She was tearing up; the realization filled her with self-loathing. All she could do was cry? "You can't do this! We can fight! We will help you! Don't go with him! What about Sasuke?!"

At this, Naruto turned back to Pain, his expression fierce. "Pain. If I go with you… you'll leave Sasuke alone. Swear it."

The Rinnegan stared back at the blond teen, weighing him. "I cannot promise that. I have been ordered to retrieve him as well."

Naruto gave the orange haired man a grim smile. "You have to. You need me more. I'm the Jinchūriki. He's just…"

He swallowed, his determination wavering. The weight of his words was slowing his tongue. But after a moment, he regained his courage. "He's just an Uchiha without eyes. You don't need him. Not at all."

Pain gave a slow nod. "Perhaps… you are right. If you leave here with me, I promise you, I will not pursue Sasuke Uchiha."

Naruto grinned. "That's great. That's all I needed to hear."

He took another step forward.

Kakashi stood helplessly to the side, staring without seeing. He was about to lose another one of his students, and there was nothing he could do about it. This man, alone, had taken out Itachi Uchiha without effort. He had five companions, all with the Rinnegan, all likely as powerful as him.

Logic determined that sacrificing one ninja so the rest could live was the wisest course of action, even if that ninja was a Jinchūriki.

Kakashi's heart broke for the fourth time as he made the decision to save as many as he could.

'Those who give up their missions are trash. Those who disobey the rules are scum. But those who abandon their comrades are worse than scum.'

But who would be abandoned here? The group, or the individual? To save Naruto would doom everyone else; to save everyone else would doom Naruto.

Kakashi's head sunk to his chest, and his visible eye stared straight ahead, unseeing.

"B-bullshit."

The voice, so quiet that it wouldn't have been heard but for the dead silence punctuated by Sakura's crying, stopped the world in its tracks. Kakashi's head rose, and turned in confusion. Sakura's tears froze, but she didn't turn around.

Naruto stopped dead, one foot mid-step, and cranked his head around.

"Hinata?"

The Hyuuga stood at the back of the group, her hands clenched in front of her. She was trembling, visibly jittering, and her head hung low, her long bangs obscuring her lavender eyes.

"I s-said-" her face came up, and there was a fierceness there that Naruto had never seen. Hinata had always been quiet, invisible and polite. What was this?

"That. Is. Bullshit."

Unnoticed by anyone else, Suigetsu took a step or two back. If the last few weeks had taught him anything, it was that he should always be wary of scary girls. And this girl made Karin look like a puppy.

Hinata walked forward, her stride strong. The trembling was still there, but now it wasn't fear, or embarrassment. It was pure, unadulterated fury. Her Byakugan slowly activated, pushed by her lack of control, the veins behind her eyes spiraling out and making her look even more fearsome.

"This is what you will do? This is your nindō? This is what-" she choked, before continuing as if nothing had happened. "This is what I d-decided to be? Who I decided to follow? No. This IS BULLSHIT!" Her voice got steadily louder, and by the end of her short rant she was directly before Naruto, mere feet from him.

"Hinata- I- he-." Naruto was stammering, while Hinata just glared at him. With the Byakugan active, the stare terrified him into silence.

"What happened to never giving up? What happened to never running away? What happened to never going back on your word?" Her voice had gotten calmer, but not by much.

Kiba gaped from where he'd been standing next to Hinata. He couldn't believe what he was seeing. Since when had she grown a backbone regarding Naruto?

Shino merely pushed up his glasses. Beneath his collar, there was a small smile. He had seen this coming.

Naruto was speechless.

Sakura wasn't. "Y-yeah!" she yelled, her voice not quite recovered from her tears. "What happened to that crap about 'It doesn't matter how strong my opponent is'? You said that if they tore off your head, you'd just stare them to death, Naruto! What are you doing now, huh? Just giving yourself up!?"

Kiba joined the fray. "You didn't give up against me three years ago, idiot, and I was kicking your ass! You seriously think we can't beat this guy? Don't be a moron!"

Sai smirked. "I knew you didn't have a penis, Dickless, but I thought you at least had a heart."

Kakashi, Yamato, and Shino said nothing. Team Hebi just watched, stupefied. They had no idea what was going on.

Naruto stared in amazement as his friends berated him. "But- you guys… he's going to… I can't-" A quiet voice struck him silent once more.

"Naruto." He looked down at Hinata, who was still standing rather close to him. "I know you don't want any of us to get hurt. And I'm glad. But please-" her gaze hardened. "You can't stop believing in yourself just because things get difficult. No matter how much pain you've been in, no matter how much suffering you endured, you always got back up and always kept going. Don't stop now."

Her eyes dropped, and her voice grew weaker, but Naruto could still easily hear it. "I've spent my life t-trying to catch up to you, and now… I won't let you throw yourself away when I'm so close. You won't leave me behind, not ever again."

Naruto stood, staring at Hinata in a whole new light. The rest of the group, except her, stared at him, hopeful.

"Remarkable." An unwelcome voice interrupted the moment. "I have never before seen a Jinchūriki with such powerful bonds. Tell me-" Pain continued, with the same note of genuine curiosity in his voice that it had held before he had struck Itachi, "do they know of your… affliction?"

Naruto turned, but his friends answered for him.

"What, about the fox?" Sakura's voice had finally dried up, and now she sounded dismissive, almost scolding.

"Yeah, we've known for a while," confirmed Kiba.

"Naruto is merely the jailor of the beast. To hate the container of something dangerous is completely irrational." Shino spoke in the kind of monotone that both Hinata and Kiba had learned to recognize as his form of dry humor.

Hinata spoke more slowly, and looked at Pain as she did, fearlessly meeting his strange gaze. "My father… he once said that what was done was done. That the Kyuubi was the Kyuubi and Naruto was Naruto, and to hate one in place of the other was as pointless as hating the sky for a storm, or the ground for an earthquake."

Naruto blinked. He hadn't known that Hiashi Hyuuga had felt any particular way about him, but he'd assumed it had been the same wary disdain of most adults he didn't know.

Pain blinked as well, an unusual symmetry. "It is a pity, Naruto," he said, slowly stepping back into the ranks of the other cloaked bodies. "A pity that you have made so many friends. No matter. Their sacrifice will doubtlessly teach you the meaning of Pain."

Naruto froze. Kakashi didn't. He was filled with the kind of rage that he thought the last twenty years had burned out of him. He had stood by and just watched as Naruto had tried to hand himself over.

He hated himself for that. But he hated Pain even more. Kakashi would be damned before he hesitated like he had again.

"Scatter!"

Naruto, Sakura, and Sai dove to the left, attempting to make it to the tree line around the village for better cover. Yamato followed them, determined to protect Naruto. Two of the Paths of Pain pursued them; though the team didn't know it, these were the Preta and Deva paths.

Team Hebi glanced at each other and then stepped backwards, falling from the roof. They sped into the forest, headed towards where Sasuke was lying unconscious. Karin directed them. Two Pains leapt into pursuit: the Human and Naraka Paths, which stayed to the treetops, close behind the former experiments and disciples of Orochimaru.

Team Eight stayed on the roof, falling into defensive positions. Kikaichū spread out from Shino's sleeves, emerging from hidden holes across his body. Hinata slid into a Jūken stance, one that she herself had invented. Kiba tossed a look, and a pill, at Akamaru, and then settled into a low crouch, growling.

Kakashi stayed with them, trusting Naruto to Yamato. He finally opened his left eye: the Mangekyō Sharingan stared out, red and spinning. Two Pains remained to face them; the Asura and Animal Paths.

Somewhere in the forest, Itachi Uchiha hacked up blood.

---

"So, what's the plan?" Suigetsu sounded out of breath: he couldn't believe that Hebi was part of this lunacy. The leader of the Akatsuki, a man with the same eyes as the Sage of the Six Paths, was after them. What could he do against something like that? This wasn't his fight.

"We're getting Sasuke, and then we're getting out of here." Karin's voice, filled with determination and empty of fear, snapped him out of his mild panic. Of course; Sasuke was what mattered right now. He had to save the man who had saved him, and helped him retrieve the Kubikibōchō.

He owed him that much, at least.

At least that Pain guy probably wouldn't be after them. He'd seem pretty focused on that blond kid, the Jinchūriki (whatever that was).

As Suigetsu thought this, an orange haired blur landed in front of him, crouching as it hit the ground to reduce the impact (which still cracked the earth under it). As it straightened up, it became clear that it had long, flowing orange hair, two extremely thick rods through each of its cheek and one diagonally through its nose, a scratched out forehead protector (the same as all the other bodies), and a small, arrogant smile.

Distantly, Suigetsu was also aware of a roar and a crash somewhere behind him, and Karin screaming. Apparently, Juugo had finally lost control, or found another enemy, and the forest was paying dearly. He was only distantly aware because he was too busy laughing at himself.

Him and his big mouth (or thoughts, whatever). It was going to get him killed.

Grinning wildly, Suigetsu decided that if he was going to die, he wasn't going to go out like that pussy Itachi. He was going to die like his brother had, like the ninja of the Seven Swordsmen always did.

Putting up one hell of a fight.

Pain dropped a sharp piece of the same kind of metal that was stuck into its face into its hand and lunged at Suigetsu. The Hozuki laughed, and swung his enormous butcher's blade of a sword with both hands.

The black metal plunged through Suigetsu's chest, exploding from his back in a welter of water. Suigetsu's chop, on the other hand, hit nothing important: the Path ducked, and the sword whistled through the air over its head.

Its hair, on the other hand, wasn't as quick as the rest of it. Thrown up by the speed of the dodge, the blade of the late Zabuza Momochi chopped off a great clump of the Path's topknot. As the hair fluttered to the ground the metal in Suigetsu's chest was drawn farther in, trapping it in solid water.

With a smile that was moving rapidly away from arrogant and into annoyed, the Path lashed out with the hand that wasn't buried in Suigetsu and struck him with a powerful uppercut. Suigetsu's head exploded, water flying everywhere but mostly upward.

The body continued as if nothing had happened, bringing the Kubikibōchō around in a diagonal slice. The Human Path jumped back, dodging cleanly but also giving time for Suigetsu's headless body to take several steps back, orienting itself and bring its sword around in a ready stance.

The Human Path cocked its head to the side. A moment later, Suigetsu's own sprung into existence.

Sticking out of his hip.

"Hey, that's all you got? I thought you were some sort of god or something." Suigetsu said, as his head slowly slid back towards its proper position atop his shoulders, slipping up his torso as it did so. "What happened to all that good shit with Itachi? C'mon, show me more."

Suigetsu didn't think it was a very good idea to taunt the leader of the Akatsuki, but he also figured that he was probably going to die anyway.

So, what the hell?

The Pain stared at him, but didn't speak.

"Ah, not a big talker either. Leave that to the other guy too, then?"

It did not respond.

"Okay then-"

Suigetsu didn't get to finish his sentence. The Path rushed him, and he stopped as he swung his sword in a horizontal chop, trying to take it in the torso. The Pain went into a slide, breezing beneath the sword, and kicked Suigetsu's legs out from under him.

Literally, as they exploded in a cloud of water as he did it. Suigetsu's upper body fell, and the Human Path caught him by the head before he could hit the ground. Suigetsu was left dangling, a body without legs being held in the air by his face.

Before he could even think about swinging the Kubikibōchō, the Pain lashed out, chopping through his sword hand with its own free hand. The blade fell to the grass of the forest floor, landing with a dull thump.

"Okay." The hand holding him muffled Suigetsu's voice, but wasn't going to stop him from being a smartass. "That was pretty good. But what're you gonna do-"

Once more, the Path interrupted him. Suigetsu suddenly felt incredibly weak, as if something deep within was being tugged on. It felt like chakra exhaustion, but thousands of time worse.

'Oh shit!'

The Pain had some kind of draining ability he used on contact. Like Samehada, but far, far more effective.

Fortunately for Suigetsu, he knew just how to avoid something like that.

Don't touch it.

Suigetsu's body liquefied, and the Pain was left holding nothing, his hand not even damp, as the puddle that had once been Suigetsu's legs and body combined and slid away into the forest, concealed by the grass and the shadows of the trees above.

The Kubikibōchō went with it, the water defying all reasonable physics and carrying it along. The Pain pursued momentarily, but the sword spun at ankle level and it jumped back, taking to the trees and analyzing the puddle as it steadily formed back into Suigetsu, butcher's blade hefted over his shoulder.

"You'll have to do better than that!" Suigetsu grinned, showing his sharp teeth.

Instead, the Human Path turned around and fled, heading back towards the town.

That worked too, he guessed.

In the same moment, an enormous presence whooshed over his head. Suigetsu looked up, and found nothing there, except a girl in a pale lavender outfit sweeping by overhead, carried along by something that he couldn't spot. Behind her, a boy in a white cloak and a large dog the same color as its owner's clothes chased after her, yelling and barking in synchronicity.

And as suddenly as they'd appeared, they were gone.

Suigetsu blinked, his eyes widening.

'That,' he thought, 'is definitely not my problem.'

He turned around, and found both Karin and Juugo gone. The sounds of forestry being destroyed, however, continued from deeper in the greenery. If anything, it'd gotten louder.

He wondered if they were having as much luck as he was.

---

Karin wondered if Suigetsu was having as much luck as they were.

She and Juugo had barely made it a hundred feet into the forest before they had been attacked, and Suigetsu had vanished. A monstrous man, almost as tall as Kisame, his face marked by an upside-down V of metal rods and with wild, spiky hair, had leapt from a nearby tree and kicked Juugo through another, sending him flying off into the forest.

Karin had run after him. She couldn't hope to take one of these men, who all shared the same strangely turgid chakra, on her own.

Juugo had immediately let himself be taken over by his curse, his skin going stony and sanity fleeing from his eyes. One of his arms had become an axe-like protrusion, the other fashioning itself into a crude cudgel, and he'd grown rudimentary wings which sped him across the forest floor.

It was barely enough. The Pain was big, and far stronger than he looked, even with his physique. Several times, he and Juugo had clashed, and although his speed and sense of self-preservation had kept him from any real injury, Juugo hadn't been so lucky, and he'd come away from every encounter with more and more wounds.

Wounds that rapidly healed, but they were slowing him down nonetheless. Karin had managed to avoid making herself part of the fight so far. With these opponents, it didn't matter whom she got in the way of: she'd be dead either way.

Another tree fell, and she winced. Juugo wasn't the most accurate person. Even if she stayed here, she'd probably eventually be hit by accident anyway.

She could feel that Sasuke was close. So was Suigetsu, but his presence seemed more diffused: she couldn't focus on him with so much chaos around her. The town from which they'd fled felt like a vortex of dueling chakras.

Sasuke was less than a couple trees away. But she knew that the moment she moved for him, she would lead the Pain right to him.

So for now, she watched.

Juugo went for the Naraka Path again, roaring, the axe cocked above his head. The Pain swept low, another one of the strange metal rods in his hand, and stabbed Juugo through the shoulder. The berserker stumbled back, and the Path took the opening, his hand flashing out and taking Juugo around the throat.

Juugo was effortlessly lifted off the ground, yelling futilely. Then he suddenly stopped, staring over the Pain's shoulder, as if there was something terrifying there.

Any other time, Karin would have been fascinated to see such a look of confusion and terror of Juugo's face. It looked utterly alien with his current features.

But she didn't get a very good look at it, because something else caught her attention at the time.

Juugo's throat, grasped by the Pain, had turned into a gaping maw and was devouring the hand that held it, closing on it like a bear trap. The Naraka Path flinched, and tried to pull away, but was held fast by the unnatural jaws. He said something, in a deep rumbling voice, and Juugo laughed in its face.

Whatever the Path had said, this was the moment she needed. Karin bolted from behind the tree she'd been hiding, up into the forest and headed for Sasuke.

She heard screams of rage behind her, and a terrible crunching sound. She didn't look back.

Karin found Sasuke in the crook of a tree branch, his head slumped, his eyes closed. He looked more peaceful than she had ever seen him before, and the sight of it made her slow. A smile crept onto her face. Even now, the sight of Sasuke made her feel safer.

It probably would have been better if he were conscious, though.

She bent over him, picking him up. The Uzumaki struggled a little. Karin had never been the most physical ninja, focusing completely on her medical and sensory jutsu.

Speaking of which: what was that chakra?

She turned, Sasuke in her arms. There was a weak chakra, not three hundred feet away. Juugo and the Pain were still fighting, but she could feel Juugo slowly fading. He was weakening, probably from loss of blood. His wounds didn't heal that fast.

And she felt Suigetsu, more solid, heading right for Juugo and Pain.

She grimaced. He would just have to do his best to keep Juugo alive. Because if her suspicions were correct, getting to the steadily weakening chakra in the distance was far more important for all their survival.

Taking Sasuke over her shoulder, she set off through the trees, moving as quickly as she could.

'Please, Suigetsu, Juugo…' she pleaded, her face twisting as she abandoned them.

'Don't you dare die.'

---

Juugo was starting to think he was going to die.

He wasn't quite sure how he felt about that.

In some ways, death would be a release. He would no longer have to worry about hurting others. He would no longer have to worry about persecution, imprisonment, and power he didn't understand.

But if he died, then Sasuke probably would as well. Or worse.

He hadn't been able to save Kimimaro. His friend had died without him even knowing of his passing. Died alone, and died saving Sasuke.

He would not let that sacrifice be in vain.

So before he died, he could at least do Sasuke the favor of killing this bastard.

Juugo panted, leaning against a tree. He was too damaged: the proto-curse stage had weakened, withdrawing most of its influence. Only half of its face remained grey, his left eye staying a sickly yellow. His hands quivered, desperately trying to mold into weapons, tools, anything to kill the thing in front of him, but they couldn't manage it.

There was a black rod stabbed through his shoulder, and another through his hand. There were countless pieces of the stuff peppered throughout his body, shrapnel from where the Pain had blocked his attacks with the things and they'd been destroyed. The metal was cold, even in his skin, and it was doing… something to his chakra.

His rage had melted away, replaced by pain, and he could hardly move. His hand was fumbling with the rod his in his shoulder, trying to draw it out, but he couldn't summon up the strength to pull it out.

The man with purple eyes stared at him. One of his hands was little more than a mangled stump, barely bleeding. He didn't seem to notice. "Where is Sasuke Uchiha?"

Juugo growled. Who did this man think he was? "I don't know." He paused, some of his vitriol fading away along with more of his chakra, as something cold and sluggish pushed it aside. "And even if I did," he amended, "I wouldn't tell you anyway."

The man came closer, his remaining hand reaching for Juugo's throat. The cursed man tried to push himself forward, tried to strike the strange-eyed man one last, time, but his legs betrayed him, and he fell to his knees, exhausted.

The hand clasped around his throat, and lifted him into the air. It was cold and clammy, the hand of a dead man.

There was a trembling in the air, a roar, and an enormous head rose out of the ground in a burst of purple light. It was demonic looking, even more so than Juugo imagined he looked most of the time. Its eyes were the same ringed purple circles as the man in front of him.

"Tell me: where is Sasuke Uchiha? If you lie, you will die."

"I don't know where he is," Juugo muttered. The fight was literally draining out of him. "You know as well as I. You saw Itachi take him."

"Perhaps. But I find it hard to believe that you truly know nothing."

And that was true. While the first Pain to arrive had surveyed the group and paid Itachi little mind as he fled with his brother, confident that he would return, Juugo had watched where Itachi had gone. He knew, better than Pain at least, where Sasuke was.

"Believe it, then. You will get nothing from me."

The Pain shrugged.

Juugo felt something building in his throat. It wasn't vomit: he'd experienced enough of that after his massacres to recognize that sensation intimately. It was as if something was pushing itself up out of his stomach.

Something that was just like a tongue, but certainly wasn't, burst from his mouth, extending towards the demonic face as its own mouth began to slide open.

'Uh oh.'

A hand reached from the demonic mouth, as pink and slimy as the tongue-that-definitely-wasn't-a-tongue that was coming from Juugo's, and grabbed ahold of it. A boiling sensation shot through him, as if burning mercury was making its way down the strange appendage.

'Oh, that can't be good.'

The Pain was speaking, its voice full of finality.

"And now, I pass judgment."

"Oh. So this one can talk."

Juugo knew that voice. It was arrogant and dismissive and oftentimes foolish.

He couldn't have been gladder to hear it.

An enormous sword, gleaming silver and black and curved like a butcher's knife, filled his vision, interposing itself between him and the Pain. The hand released his throat and darted back.

"Too slow!"

There was a sick schlick sound, and suddenly Juugo's face was sprayed with cold, long coagulated blood. He fell, the grip around his neck gone, and crumpled against the base of the tree, breathing heavily.

His hand, adrenaline finally getting some grip on him, tore the rod in his shoulder out in a rush of pain and a feeling of relief, and more blood splattered the grass; this time, it was warm.

Suigetsu was standing in front of him, a shit-eating grin on his face. He held the Kubikibōchō in a defensive grip, his hand pressed against the flat of the blade. He looked worse for wear; his features were ill defined, slush-like.

But he was definitely doing better than the man behind him. The Naraka Path was kneeling on the ground, one arm clenching the wrist of the other. Which was where that arm ended.

The missing hand was on the ground before Juugo, twitching.

Suigetsu turned around, facing Pain. Juugo focused on pulling the metal rod from his hand. He could still feel it filling him with cold chakra.

"You know," Suigetsu's tone was cockiness incarnate, "for a god, you aren't much. I expected more of a fight from you guys, but so far, you've done nothing but disappoint me. I mean, I meant to take the whole arm, but still…"

The Pain just stared at him. "I have severely underestimated you," he said, his features twisting into a severe frown. "I should have focused on the Kyuubi." He got back to his feet, ignoring his missing hand. "I will not be pursuing Sasuke Uchiha anymore. The risk is too great. Take him, and leave."

Juugo smiled, the curse receding even farther. Sasuke was safe.

The Path stepped back. The demon emerged from the ground once more, and Juugo tensed, getting ready for the strange hand once more. But it didn't emerge. Instead, the mouth dropped, and the Pain stepped back into it, the face swallowing him.

The demon sunk back into the ground, and Suigetsu and Juugo were left in the forest.

Suigetsu turned to him, slowly. His face was perfectly still.

'What. The fuck. Was that?" His voice was completely calm, and Juugo almost chuckled. Almost. He still felt all too empty to try something like that.

So instead, he shrugged. "I have no idea," he said. "Let's just find Sasuke and get out of here."

Suigetsu nodded, and they both walked deeper into the forest, Juugo limping, towards where they'd seen Itachi heading with his younger brother.

---

(Earlier)

Kakashi watched as four of the bodies left the rooftop, including the one that had felled Itachi. That one went after Naruto, as well as another, stockier one. Two remained on the roof with him and Team 8: the one that been the first to arrive, and another, medium sized, bald, with an enormous piece of metal sticking out of its chin, spikes from its crown, and wearing a maniac's smile.

He wondered at the apparent differences between the Pains. Did each of them have a separate consciousness, or were they all under the control of one man? If it was one consciousness, how was he splitting his attention between the different bodies?

His Sharingan told him that they all had the same chakra. How was whoever was controlling them not being overwhelmed by input? Were they sharing vision, or was the controller nearby, observing and directing? No, that was unlikely, considering that two had gone into the forest. That would break the line of sight. So how-

One of the Pains, the smiling one, made its move, and Kakashi's thought process leapt into overdrive. Now was the time for fighting, and surviving. Figuring out exactly how this technique worked took second priority.

The bald Pain brought up its arm, and Kakashi tensed, ready for another inexplicable pulse of energy to take one of the team from the roof and smash them into the forest.

That was not what happened. Instead, the Pain's arm split open, like a rapidly blooming flower, revealing within a clutch of chakra constructs that looked a lot like missiles. Kakashi blinked.

'Uh oh.'

The missiles launched, fire and smoke streaming from them, and headed en-masse for the group, at least thirty of them. Simultaneously, the other Pain weaved signs and slapped his hand down and summoning, in a puff of smoke… nothing.

Hinata stepped forward and assumed an upright pose as Kakashi's eyes narrowed. There was a strange aura at the spot where the Pain had summoned something, but he couldn't detect anything obvious. He didn't have time to, anyway.

Hinata began moving her arms, a circular motion that brought them around her entire body. Chakra sparked at her fingertips, and even as the missiles shot forward, she shouted defiantly.

"Shugohakke: Rokujūyon Shō!"

The air around Hinata was suddenly alive with thin beams of chakra, emanating from her fingertips. The circular motion, up till then merely graceful, became deadly as the chakra lingered, spread, and intersected, forming a sphere of deadly energy around the Hyuuga.

The missile barrage smashed into it and disintegrated, the missiles themselves cut to pieces, some detonating and others merely falling apart. Even the shrapnel of the blasts was caught in the deadly net and disposed of, becoming little more than vapor.

The dust cleared, and Hinata stopped moving her arms, letting the chakra fade away. Then, she started, jumping right and looking left, her hands coming up once more. She had spotted something the rest of them couldn't see with her Byakugan.

A moment later, she was snatched off her feet by something slimy and flexible, carrying her away from the roof and into the forest.

"Hinata!" Kiba yelled, and he threw himself after her, Akamaru close behind. Before he lost sight of them, Kakashi finally sighted what had grabbed Hinata: a giant chameleon, nearly invisible even with the Sharingan looking right at it, with the same eyes the other Paths possessed. The Rinnegan.

Both it and Hinata vanished into the forest, with Kiba and Akamaru close behind. Kakashi turned back to the Paths: Kiba could handle that thing.

The bald one, while he had been distracted, had moved forward, charging him and Shino, an oversized drill springing into place of its right arm, the left becoming shorter, the hand bending back and letting some sort of barrel emerge. The summoner had jumped into the air, gaining distance, and was making more hand signs.

Kakashi glanced back at Shino, and the Aburame nodded back. Without hesitation, the Hatake launched himself upward, swiftly approaching the airborne Path. A Raikiri sparked into his hands, and he drove it forward, hoping to gut the Pain.

Said Pain abandoned its hand signs and struck out, a sharp metal bar falling into its hand as it did. The bar hit Kakashi in the shoulder, his Jōnin vest taking most of the impact. However, even without leverage it still managed to punch through, and Kakashi felt a prick as it pierced the muscle. The metal was incredibly cold.

His Raikiri, on the other hand, hit the Pain as it desperately leaned left. It tore through its side, leaving a gaping hole, taking a substantial chunk of flesh just above the right hip. On any normal person, it would have been a debilitating, if not instantly fatal, injury.

The hole did not spray blood. There was no yell of shock. The summoner acted as if nothing had happened. Its leg swung around, taking Kakashi in his already injured shoulder and sending him flying back towards the roof, spinning wildly. He smashed into it and rolled to his feet, his head spinning.

Okay. The Pains ignored injuries that weren't life threatening. He could work with that. It was just like Kakuzu all over again.

He glanced to his left, and found Shino pinned beneath the bald Pain, its arm cannon leveled at the boy's head. There was a glow building in it, and the Path was still smiling, a mad look in its eyes.

Shino, as always, seemed expressionless.

Kakashi moved to knock the cyborg off the Aburame, but the other Pain landed in front of him at that moment, striking out with another rod. Kakashi blocked, redirecting it, and winced. His injured shoulder was hampering him.

He struck out, a lightning fast kick, and the Pain leapt over it, bringing around a hammer blow meant for Kakashi's head.

With the Sharingan, he saw it coming a mile away, and stopped it cold with a painful elbow block that should have shattered the Pain's hand. Instead, the man landed as if he hadn't been hit (again) and came for Kakashi (again).

He spared a glance for Shino, just in time to see the other Pain shoot the Aburame in the face. It was not a beam of energy, as the glow had made him assume; instead, it was a solid slug, the size of a child's hand, which smashed Shino's head apart like a dropped watermelon.

There was no blood. Kakashi was unpleasantly reminded of his own opponent. He heard the sound of shattering wood off in the distance.

The Aburame's body exploded into a swarm of Kikaichū, which promptly covered the Pain that had shot them from head to toe.

The real Shino made his presence known in the same moment, bursting from the stone rooftop beneath the feet of the Pain Kakashi had been fighting and catching it with a blow to the gut, right next to the injury Kakashi had already managed to give it.

The Pain went airborne, and Kakashi followed it, smashing it back into the roof with an axe kick.

It bounced with the impact and rolled away, Kakashi chasing it. Shino, on the other hand, went after the man he had covered in insects. His hand came up, directing the Kikaichū, and the insects swarmed with new purpose around the man.

A red and black blur smashed into Shino, sending both tumbling over the edge of the roof and deeper into the town. Kakashi's Sharingan caught the whole thing in excruciating detail: another Pain, this one with a small smile and a diagonal nose piercing, had buried its knee in Shino's side as the boy leapt forward. It had come from the forest.

That, he supposed, meant two things. Either the team Sasuke had put together was enough to fight off two of the Paths... or that the team Sasuke had put together had lasted about three minutes against them.

Kakashi didn't want to place a bet either way. Both options weren't exactly good news.

He was left on the roof with the Path that had first arrived, while the bald one writhed on the ground, blind, its chakra rapidly being sucked away. The one that wasn't covered in insects stared at him, the Rinnegan weighing him, and then turned and retreated, moving towards where Shino had fallen.

Kakashi chased after it, following it as it jumped down to street level.

He was not prepared for the side of the building he'd just descended to explode, and a scuffed-up Naruto with a small hole in his stomach to emerge from the rubble, sailing through the air.

The Pain he was chasing, however, apparently was, because it turned on the spot and kicked Naruto square in the back, sending him back through the building, two more walls, and into the field that he'd been in for the last few minutes, to Kakashi's knowledge.

Kakashi stared, eyes wide. At least that answered one of his questions. Either all of these bodies were sensor types, or they shared fields of vision. It was the only thing that would have allowed for a trick like that.

The summoner turned and came at him again, and once again he was enveloped in a taijutsu brawl.

Pain was fast, and he was strong. He felt no fatigue, and his eyes seemingly took everything in. His footwork was incredible, and his blows were always sure.

But Kakashi was Kakashi Hatake, the Copy Ninja, the Man of a Thousand Jutsu, and in his thirty years he had seen more taijutsu styles, combinations, and techniques than he cared to remember.

And while Pain's was certainly deadly, it was nothing particularly special, especially since the wound in his hip was finally beginning to slow its footwork. Against an experienced Jōnin like Kakashi, it would only be good as a stalling action, delaying the inevitable.

Which, Kakashi realised, was exactly what it was for. This body was stalling him, waiting for something.

He also realised what that something was when a weight smashed into his back and bore him to the ground, crushing him into the concrete.

He rolled over, and found the bald Pain standing over him once more. The man was still covered in bugs, but significantly less than before.

That was probably because of the prongs that had emerged all over his skin: electricity sparked from them, recently discharged. It had covered itself in an electric sheet, frying the Kikaichū.

His arm cannon, unchanged from when it had attempted to kill Shino, was leveled at Kakashi's head.

The Copy Nin smiled, his right eye turning up into a U while the Sharingan stared, spinning. A Raikiri sparked in his hand.

The cannon fired.

The Pain's arm exploded as the Kikaichū clogging the cannon prevented the projectile from escaping it.

It was an old trick, Kakashi thought as he surged to his feet, the Raikiri ahead of him, but old tricks were often the best. Though he doubted Shino had thought he would ever get to use that particular trap twice in his life.

He buried his lightning covered arm in the Pain's chest, driving it up and out, and the man practically exploded, his spine and front coming apart in the strike. Instead of blood or organs, gears and metal poured from its chest, springs and screws flying in every direction. It was both bizarre and disgusting.

The Pain hit the ground in two halves, its smile never leaving its face, and its Rinnegan dimmed, the rings becoming heavier and the purple darker.

A steady line of Kikaichū poured from its wrecked arm, forming a protective clump around Kakashi.

Kakashi let out a long sigh, and shuffled about, facing the summoner as it stared at him, seemingly with some shock.

He smiled once more, eye curving into a U shape as he settled into a relaxed stance.

"One down."

---

(Earlier)

Naruto jumped off the side of the building, and Sakura followed him. Yamato followed her, and Sai followed them both.

They reached the ground, a stretch of field that prefaced the forest, and broke into a run towards it. In there, Naruto's shadow clones, Sakura's strength, and Yamato's Mokuton would all become far more useful against an isolated enemy.

They didn't make it. Not because they didn't reach the forest. They didn't make it because the forest moved.

An enormous force blew over their head, the very air trembling with it, and suddenly the trees that had looked like such a haven flattened themselves like toothpicks. For a hundred meters, the forest became flat, a sea of logs and leaves, and Team Seven plus Yamato stopped, astounded.

They turned around and found Pain settling to the ground about thirty feet away, one of his other bodies following him. This one was stockier, with spikes emerging from the bridge of its nose and beneath its eyes and lips.

"Naruto Uzumaki. Give yourself up." The lead body spoke again.

Naruto just laughed. It was a nervous one, but a laugh nonetheless. "Like hell. I can't just give up. What would Hinata think of me then?"

Sakura looked at Naruto cockeyed. Just yesterday, he wouldn't have placed any more stock in what Hinata thought than he would for any of his other friends. That had apparently changed.

Pain cocked an eyebrow. "Ah yes. The Hyuuga girl. That was a fine speech she gave you. Perhaps you would be interested in knowing what is happening to her now?"

He gestured behind him, and Team Seven looked up just in time to see Hinata snatched up by an invisible kidnapper and carried into the forest, on the other side of the building.

"Hinata!" Naruto took a step forward, but Sakura restrained him.

"Naruto. She'll be fine. Look, Kiba's going after her," she spoke forcefully. He needed to focus on the here and now. It had taken all she had and more to beat Sasori, all those months ago, and she'd still only survived because of Elder Chiyo. Even with these four to two odds, she was still incredibly wary of this Akatsuki leader.

Naruto seemed to control himself, but then his head snapped back to the Akatsuki leader, furious. "You bastard!" he cried, and ran forward, a clone popping into existence besides him. A Rasengan formed in his hand, whirling, and he leapt into the air, bringing it straight down on Pain's head.

The air distorted, the Rasengan stopped and then faded away, and Naruto was thrown back, crashing to the ground and tumbling into Yamato, who caught and steadied him.

Pain, who hadn't moved at all, stared at him. "This is foolish," he said. "You cannot hope to win. You are simply delaying the inevitable."

Naruto just snorted, getting back to his feet. "People have been calling me a fool all my life," he called back. "You're no different from any of them. We'll take you down, and bring Sasuke home."

Pain shrugged, a helpless gesture. "Very well then, Nine-Tails," he said.

"Show me."

Naruto grinned and put his hands in a cross, and several dozen clones popped into existence around him. They all charged at Pain, shouting various battle cries.

Yamato put his hands to the ground, sending branches and roots racing through the soil, twisting about each other, towards Pain.

Sai put his ink to a scroll, calling out. "Chōjū Giga!" A moment later, three lions, made of swirling chakra-laced ink, burst from the parchment and threw themselves into the air, racing towards Pain.

Sakura stood at the back of the group, hurling kunai. Just because she was the medic, just because it was her job to die last, did not mean she couldn't contribute.

The second Pain stepped back.

The orange haired man stood stock still, his eyes sweeping the field.

One Naruto clone, impetuous, pulled ahead of the rest and cocked a fist back, preparing a haymaker.

Several of Yamato's roots burst from the ground and twined around his ankle, locking him in place.

The ink lions swept down, roaring, their fangs exposed and their paws drawn back for devastating swipes.

A dozen kunai sped towards his chest, ready to fill his ribs with steel.

He took all this in, and spoke two words.

"Shinra Tensei."

The air around him pulsed.

The kunai flew back towards where they came, spinning wildly, forcing Sakura and Sai to duck. Naruto nearly was stabbed in the arm.

The lions above him exploded outward in a wash of ink, splattering the grass before Team Seven with black.

The roots twined around his ankles, making their way up his body, shattered. Chunks of wood shot everywhere, their original form completely destroyed.

The clone battalion flew backwards, tumbling over the grass, disappearing in puffs of smoke. The one that had thrown itself forward had touched Pain's cheek, a mere brush of the knuckles, before it had been pushed back.

Pain didn't even blinked.

Naruto stared. Sai stared. Yamato stared.

Sakura frowned. No way she was getting close to that.

"O-Okay," Naruto said. "Let's try something else."

"That won't help you, I'm afraid," Pain said, taking a step out of the small crater that had formed around him. He began moving steadily forward.

Yamato spoke. "Split up and spread out," he commanded. "Don't let yourself get caught in whatever that is all at once. And keep an eye on that other one. We don't know what it can do."

Everyone nodded, and broke apart. Naruto ran to the left, and Sakura to the right. Sai fell back, preparing more ink beasts. Yamato held his position: trees, massive constructions of the Mokuton, sprung from the ground around him, forming a primitive fort.

Branches split off from it, headed for Pain, who had redirected his walk towards Naruto.

The Akatsuki leader gestured with his hand, and the branches were smashed into the ground, fragmenting and shattering like porcelain. Yamato stared; no one had ever destroyed his bloodline attacks so easily.

Many more shadow clones popped into existence around Naruto, and several began forming Rasengans. Pain broke into a run.

Sakura watched, looking for an opening. As she did, Sai sent more ink monsters. This time, they were tigers instead of lions. She idly wondered what the difference was. Maybe he just enjoyed the variety.

The second Pain was moving as well, catching up to the apparent lead Pain. He drew abreast of it just as they both entered the field of shadow clones.

Pandemonium broke out almost instantly. Clones threw themselves forward, sacrificing themselves to sharp rods of black metal and vicious kicks from both Pains, trying to buy openings for any of their Rasengan wielding duplicates.

But anytime there was a break in the Pain's defenses, the air pulsed again, and the charging clones were sent flying back into their own ranks, popping more of their own with the momentum of their bodies before being dispelled themselves.

Dozens of clones were throwing kunia and shuriken. Several had also thrown down smoke bombs, and the field was quickly becoming a confusing medley of colors and sparks.

It made no difference.

Pain made his way through the clones like a wheat thresher, ignoring the lack of visibility. The weapons were deflected: the pulses ensured that the first couple hundred were sent back into the clones who'd thrown them. Within moments, the clones had readjusted their tactics and begun to stagger their tosses, hoping to catch the pale man off guard.

A single kunai scraped along his arm, and the man fell back to his comrade's side, dodging and knocking weapons away with frightening speed.

Sakura grinned. Naruto had pinned them down.

Sai saw the opportunity and took it: his tigers threw themselves forward into the melee, bearing down on the two men. The stocky one, as if seeing them coming even though his back was to them, spun about, his palms out.

They had one of them now.

Except instead of being mauled by the ink tigers, a blue ring sprung up around the Pain. Wherever the tigers touched it, they turned to ordinary ink, covering the the man in even more black, but leaving him completely unharmed.

As if this was a signal, the man strode forward, shielding the taller one. The clone's weapon storm was redirected at him... and the knives and stars melted away in feeble puffs of smoke.

Well, that was just fantastic. Naruto's clones could only use Kage shuriken and kunai, since they copied whatever her teammate had on him at the time. And apparently this Pain could absorb chakra.

Now she and Sai were mostly useless, their abilities neutralized by this man's powerful jutsu, and Naruto would be forced to get close if he wanted to effectively engage him.

Sakura hoped Naruto had a plan beyond "punch him."

---

Inside the field of clones, Naruto had come up with a plan that went at least two steps beyond "punch him."

It wasn't an especially smart plan (not that that was anything other than par for the course), but it was one that he was pretty sure would work.

The ninja tools weren't doing a thing. Pain was too quick, and didn't seem to care about glancing hits, which is all that the few that did make it through his defenses accomplished. And the shorter one was basically invincible: whatever jutsu he was using, it killed weapons and clones with equal efficiency.

And neither of them seemed to even notice the smoke. It certainly hadn't stopped them from annihilating any clone that got close to them.

But Naruto had noticed something.

The Pains were dispelling his clones too quickly, with sudden strikes that accomplished their only purpose (that is, dispelling the rather fragile clones)... but that weren't very strong on their own. In shinobi terms, they were little more than love taps.

It was a tactic that exploited his clones fragility, but it also gave him an opportunity.

Willing away the Rasengan he'd been holding onto, he made his way through the smoke and massed clones. They gave way for him, somehow recognizing that he was the original. He still didn't know how they did that.

Finally, he found his target: the stockier Pain was whirling about with a metal rod and a glowing blue hand, both of which dispelled whatever clone they touched (or, in the rod's case, stabbed).

Naruto grimaced.

This was gonna suck.

He threw himself forward, acting like one of his clones trying to buy a Rasengan hit, and the Pain reacted as he thought it would have, spinning about and stabbing him in the gut with its metal rod.

But Naruto didn't dispel. Instead, he reached down and grabbed hold of the hand holding the rod, drawing the Pain closer to him.

Purple rings looked at him in shock, before there was a spark of realization. But by then, it was too late.

From all sides, clones dog piled the man, some with Rasengans and some without. They bore him to the ground, punching and kicking and stabbing, as many getting dispelled as joined the pile every moment.

Naruto grinned, staggering back and holding his stomach. The wound was unnaturally cold. It felt like ice water had been injected into his veins.

A hand clapped down on his shoulder; there was a shuriken stuck in it. He froze, turning his head.

Pain was right behind him, glaring. There were no clones back there. Naruto vaguely had memories of the man shifting and drawing them all towards him for a vicious spree of stabs and kicks.

He'd been more focused on the memories of the man in front of him getting multiple Rasengans pushed into his chest simultaneously.

"Impressive," the orange-haired man said with a half-frown. "You would use yourself as a pawn in your own strategy. Your dedication is commendable."

And then he spun and threw him. Midflight, Naruto felt something push out from the man and weave itself over him, helping him along. He also felt of his clones pop from the force emanating from the man.

'Uh oh.'

Naruto was blown through the air, crashing into the side of the townhouse, the building he'd jumped down from. He exploded through the stone wall with a thunderous crash.

He flew through the interior, too fast to make out any details, and smashed through another wall. This one seemed to be a bit harder than the one before it.

'OW.'

He barely had time to comprehend what was on the other side of the building (was that Kakashi-sensei?) before something kicked him the back, hard, and sent him flying back towards another stone wall.

He blew through that one. And the one behind it.

He hit ground, soft and grassy ground, and rolled and tumbled across it until he smashed into something even more unyielding than the walls, finally coming to a stop.

He looked up, and found Pain staring down at him. He had crashed into the man's legs, and the Rinnegan wielder hadn't given an inch.

"Will you surrender? You cannot fight Pain unless you comprehend it, and I am quite sure that you do not," the man said.

Naruto chuckled, the sound broken. Blood flecked from his mouth, splashing the man's feet.

"Ha!" He laughed. "No way! After that? You should just give up on me giving-"

Then his head lolled to the ground, and he passed out.

---

"Naruto!" Sakura cried out. Her teammate was sprawled at Pain's feet, unmoving, blood trickling out of his mouth. The man was just looking down at him thoughtfully.

A moment later, someone echoed Sakura's cry.

"Naruto!" Sakura turned, and found Hinata and two Kiba's sprinting out of the forest.

Both of the Inuzaka's were covered in some sort of horribly shiny slime, but the one in front looked… chunky, for lack of a better word. He was splattered all over with red and purple fluids. They both left a shining trail of the liquid through the grass, the stuff sliding viscously off of them.

Sakura blanched. "Oh my god, Kiba, what happened?" The Kiba she had addressed, the one in front, barked. She turned to the other one.

"Don't worry about it," he said, looking as though he wished he could follow his own advice as something greenish dripped from his hair. Shaking his head, he looked at Pain, who was still staring at Naruto. "What happened here?"

"Naruto's down. We've got to get him. I can heal him, but I'll need cover." Sakura said, her voice not at all informing anyone around her of the uncertainty she felt.

Sai made himself known. "I can handle that," he said. "Just get Dickless out of there."

Kiba and Hinata nodded, and broke into a run, headed for Naruto. Sakura followed them. Sai stayed behind, and began an elaborate drawing, his brush flying over the scroll. Yamato, seeing what the team was doing, fell back to support Sai.

Pain looked up from the unconscious Jinchūriki. His gaze narrowed. "More of you. Why do none of you ever surrender?"

None of the Konoha shinobi gave any response. Instead, the Kiba's growled, and Hinata just shouted.

"Jūho Shōshiken!"

Twin lions, made of seething chakra, formed around the Hyuuga's fists.

She charged straight in, her mouth set in a determined line, while Kiba and Akamaru split up and began circling Pain while Sakura watched, waiting for Pain to drop his guard.

"Pointless," the man said. But instead of raising his hand and blasting Hinata away like Sakura feared he might, he dodged, a minimalistic movement that let the Lion Fist blaze past him as he pulled yet another metal rod from his sleeve. How many of those did he have?

Also, why hadn't he used his jutsu?

Hinata altered her punch, her left hand going down and striking the rod as it went for her unprotected abdomen, snapping it in half. She spun, another fist rising to strike Pain in the head, and he swept back, the chakra brushing his face. Simultaneously, both Kiba and Akamaru leapt into the air, spinning.

"Gatsūga!" The Inuzuka and his partner spun faster, becoming a practical tornado in the air, and both went straight for Pain, hoping to catch him between them. As they did, more and more of the liquid flew off of them, splattering the field.

'Seriously, what is that stuff?'

Pain ceased his retreat, and Hinata leapt forward. As the Hyuuga and Inuzuka converged on Pain, his hands came up, as if bracing something to the sides of him.

He spoke.

"Shinra Tensei!"

The shockwave came once more. Hinata flew back, tumbling over the ground, the chakra around her hands petering out. Both Kiba and Akamaru were tossed away in opposite directions, making similar yelping sounds. They crashed to the ground on all fours and slid back, snarling.

Sakura charged, one of her fists already pulling back, with two bunshin at her side.

If her hastily constructed theory, brought together in the last ten seconds, was correct, then this would work. Probably. Pain, from what she had seen, hadn't constantly been using his jutsu since the fight had begun.

When he had been fighting Naruto's clones, he hadn't simply destroyed them with its powerful pushes, and he hadn't deflected every single shuriken sent his way. There had always been a delay before the next blast, between five to fifteen seconds, even when he had a perfect opportunity to use it.

All jutsu had drawbacks, no matter how powerful they were. Perhaps Pain's was a cooldown of sorts, a period during which he had to wait before he could use it again.

Or maybe he was just conserving chakra, and she was about to become intimately acquainted with the ground.

Pain's head snapped up, his eyes seeming to absorb every detail. He ignored the clones, staring directly at her. She felt, in that one second, that he had analyzed everything about her.

She tried to imagine what he might have been thinking about as he saw her charging at him.

Female. Not especially muscular. Had stayed out of the fight till then. No doubt an medic-nin, then. Desperately attacking as her friends were blown away. "Futile," he would call it, or something pretentious like that. He didn't even look at her clones: she felt that he saw right through them.

One hand came up, the palm extended and ready to block her blow. In Sakura's mind's eye, she could see the whole thing play out, as Pain would have envisioned it. She would crash into him, her hand stopped cold by his. His other hand would sweep forward, one of those metal poles gripped in it.

The pole would punch into her gut, crippling her. She would fall, stricken. Naruto would be free for the taking as the other Konoha ninja recovered. He would have won.

Sakura grinned, a sadistic smile that drew her lips back from her teeth into a vicious snarl, and in the frozen moment before her blow landed, she saw Pain frown.

Her fist slammed into Pain's palm. The hand bent backwards, horribly broken, and there was an ear-piercing snap. Pain's palm was suddenly face up, parallel to his forearm. The force of the punch ran up his arm, and his shoulder dislocated with a horrible crack.

The Rinnegan widened. Sakura grabbed his forearm, ignoring the brush up his flopping hand against her wrist. She pulled back her other fist and channeled chakra to it. A lot of chakra. Pain brought up a knee. She blocked it with her own, wincing at the impact. Blood ran down her shin.

'An iryō-nin must be the last to fall.'

Pain hammered her knee again. More blood flew.

'An iryō-nin must never fight on the front lines.'

She responded by crushing his forearm in her grip, pulping the bone completely. Shards cut through her gloves, poking her hand.

'An iryō-nin must dodge, not engage.'

Pain's other fist came forward, aimed for her face. Sakura crashed her forehead into it, refusing to give an inch. As blood trickled down her face into her mouth, she smiled: it seemed her big forehead was good for something after all.

'FUCK. THAT.'

Pain's eyes hardened, and he began to speak, his voice heavy.

"Shinra-"

Sakura shouted, all of her fear, pain, and rage expressed in a single word.

"SHANNARO!"

She buried her fist in Pain's gut.

The grass for several meters around them blew back, flattened by the impact. Their hair rippled in an invisible wind.

Sakura twisted her fist, and Pain flew.

Sakura had once punched Naruto over three hundred feet when he had pulled a particularly stupid trick on her. Kakashi had joked that it was probably some sort of world record for "distance punched".

Sakura knew, without a doubt, that she had just shattered that record.

She panted, leaning over, her hands on her knees. She had put a lot into that punch. She hissed at the sight of her shin: it was split open, a rough cut three or four inches long. Blood ran freely from it: her boot was getting wet.

Kiba and Hinata had regained their feet, and they sprinted over to her. Well, Kiba sprinted. Hinata was limping, though it didn't slow her much. Sai was following them, with a small grin. Hinata was smiling, beaming even, an enormous smile the likes of which Sakura had only seen on Naruto before, despite the cut on her cheek that ran a small stream of blood down her neck.

Kiba was just staring with an odd mixture of respect and fear.

"Holy shit, Sakura."

Sakura giggled. It looked like she might have broken Kiba too. Then her smile faded, and she turned back towards Naruto.

Sai held out his scroll, showing her a beautiful drawing of an enraged dragon. "Guess you didn't need my help after all, Ugly." He smiled, and somehow the plastic expression robbed the nickname of its derisiveness. "Will I be needing this?" he asked.

Sakura nodded, her face grim.

"C'mon," she said. "We have to hurry. He'll be back."

Kiba shot her a look, and then pointedly turned to look at the forest, where Pain would have landed. "Really?" He sounded skeptical, and Sakura didn't blame him.

"Really. He's Akatsuki. If he's at all like Sasori, that's only going to slow him down," she confirmed. "Kiba, Sai, get ready for him. Hinata, help me with Naruto. We've got to get him on his feet again."

The normally shy girl nodded, and she and Sakura bent over the blond while Kiba and Akamaru scanned the woods.

Green chakra sprung up around her hands, and she ran it over Naruto, mending broken ribs and sprains, closing contusions. The blond didn't stir: by all appearances, he was completely out cold.

'Naruto, you'd better wake up soon.'

---

(Earlier)

Kakashi wasn't having a good day.

Neither was the town, for that matter, though that was pretty much completely his fault.

Now if this thing would just hold still-

The Raikiri smashed through another wall, the Pain swirling away from the resulting rubble, and Kakashi sighed. Another black rod swung for his arm and he pulled back, knocking it away with a kunai before going on the offensive again.

The rod went up, but at the same moment a foot shot out and took Kakashi in the lower chest, tossing him backwards into a skid on the hard concrete street.

He was panting; his chakra fluctuating and his Sharingan eye fluttering, but the Pain had it almost as bad.

It was twitching, and the Rinnegan it held shone with intermittent brightness. Kakashi didn't know what that meant, but over the past minutes, through all the brief but vicious fisticuffs, interrupted summon attempts on both sides, and waylaid traps, he had begun to think of his opponent less and less as a man, and more and more as a chakra construct, or a puppet.

It didn't talk, it didn't flinch: it stared ahead with eyes that looked more dead than alive on an unchanging face. And it ignored everything Kakashi had landed on it. Its left arm was split open along the forearm, the result of a poorly parried kunai, but the wound barely bled.

In addition, there were several shuriken in its chest, pinning its cloak to it, but it paid them no mind either.

But the man, construct, thing, was twitching, and in Kakashi's years of experience when something began twitching it was usually a sign it was starting to break down. Kakashi himself had twitched a lot after his father's death, after Kannabi Bridge, after October Tenth; he knew the signs.

Neither of them would last much longer in this battle, but Kakashi had made a living on fighting to the point of exhaustion and beyond, and right now he wasn't even close to the "exhaustion" part of that process.

However, it was still an enormous relief when something green shot at the Pain's head with blurring speed. The thing leaned back, letting the blur sail over its head, but the slight pause as he regained his balance, gave Kakashi enough time to rush forward and plant his foot in its face, sending it flying backwards and destroying yet another wall.

The dull green and black blur landed, and resolved itself into Shino Aburame. The boy definitely looked worse for wear: his sleeves were shredded, exposing most of his arms, and there was a clean hole in his hood, which Kakashi instantly realized must have been created by a very near dodge involving one of the Pain's unusually sharp metal weapons.

However, his posture was strong, and even as he slid to a stop he flung his arm out, sending a swarm of ravenous insects after the Pain that pursued him over the short wall from where he'd come, making it throw itself into an effortless cartwheel that set it down by its injured companion.

And so, ten seconds after Kakashi had mentally told the Pain to hold still, dammit, he found himself standing side by side with Shino as they watched one Pain, this one with longer hair and an affixed arrogant smile, help the one Kakashi had been slowly but surely taking apart to its feet.

"Shino, you okay?" Kakashi didn't gasp, but he was getting there. The Aburame nodded.

"I am mostly unharmed. Why? My opponent fought with a style focused on getting him into physical contact with me, one that my Kikaichū were perfect for countering. However, I could not fight him effectively either. He was too agile."

"So you brought him here?"

"Well, I had hoped that with your speed, you could end him." The hooded boy glanced at him. "Perhaps I underestimated your opponent's prowess, Kakashi-sensei?"

As the two Konoha shinobi talked, the Pain's stared at them. Then, for the first time since the encounter had begun, the summoner spoke. His voice was exactly the same as the other one's, which Kakashi (who would not be ashamed to admit it) found extremely creepy.

"It's no use. The Nine-Tails has been neutralized. None of the others with you could hope to fight my Deva Path." There was supreme confidence in that voice, and not a little arrogance. Pain sounded completely sure of himself.

Kakashi stiffened. "Others?" he asked. "What others?"

The Pain's face didn't change, as usual, and neither did its voice.

"The Hyuuga." Hinata. "The Mokuton user." Yamato. "The artist." Sai. "The dog boy." Kiba. "And the medic." Sakura.

"Even now, they are engaging my Path, but none of them can stand before the power of a god. I will teach them the meaning of Pain, take the Kyuubi for my own, and soon the world itself will comprehend. Perhaps, if you go now, you could save them from themselves, though I doubt they would-"

The Pain froze, and in an eerie reminder of Itachi, the first emotion Kakashi ever saw on his opponent's apparently emotionless face was shock. He immediately guessed at what could have happened, the only thing that could have brought something like this about, and his eye slowly turned up in a smile.

"The power of a god, huh?" he said, silently chuckling as a real smile formed under the mask. He wondered who had broken the "god's" delusions.

He had his money on Yamato. Perhaps his former rookie had crushed the other Pain under a storm of unstoppable, rapidly growing tree roots. Kakashi knew that witnessing that had put a similar look on his own face more than once. Or maybe Naruto had buried a Rasengan in the man's gut.

The Pain's eyes snapped to him, the Rinnegan filling his vision, and suddenly Kakashi felt far heavier. Shino moved to support him, and in that moment of distraction, both of the Pains turned and leapt away, headed for the forest.

Shino went to pursue them, but a hand on his shoulder stopped him. "Don't." Kakashi said. "You couldn't take both of them, and I'm in no condition to follow. Let's get back to everyone else: we need to regroup."

Shino paused for a moment, before nodding. Kakashi smiled (again), before collapsing (again), falling onto the Aburame's shoulder.

'Maybe that took a bit more than I thought.'

Kakashi drifted into unconsciousness, his eye shuddering closed.

'I hope everyone's okay.'

It was his last thought before darkness claimed him.

---

AN: There are two rather obvious shout outs to two of my favorite fics ever in here: Team 8, and One Small Kindness. If you found them, give yourself a cookie. Or some other treat. Whatever you like, really.

About Itachi being taken out by being slammed into a tree, but Naruto being (mostly) fine with smashing through four stone walls: I'm following the old and proud tradition of many action series before Naruto. If you smash into something, it hurts like a bitch. If you smash through something, you're totally fine. Windows, walls, whole buildings, it doesn't matter. So long as the impact doesn't stop you, it means you were tougher than it.

Not to mention, Naruto is just more of a damage sponge than Itachi in general.

Edit: and of course, with this officially being Not Sick version 1.3 now, Itachi's back injury was already rendering him about 70% combat effective. Being put into a tree did that thing no favors.

Current Status of Pain:

Naraka Path: Healing in Hell. Next time we see him, he'll have his hands back.

Deva Path: Somewhere in the forest, opposite of Team Hebi. Broken arm. REALLY broken arm. And a generally messed up chest, but considering that none of those organs do anything anymore anyway, that doesn't slow him down much.

Preta Path: Destroyed. Resurrection Improbable.

Human Path: Regrouping in the forest with Deva Path.

Animal Path: Regrouping in the forest with Deva Path.

Asura Path: Destroyed. Resurrection Improbable.

New Jutsu (since I do almost all jutsu in Japanese, Ekusukallybaa suggested I put a little key down here. Hopefully, it will clear up any confusion):

Shugohakke: Rokujūyon Shō: Protection of the Eight Trigrams 64 Palms. Filler Jutsu. Hinata fills the air around her with scalpel-focused chakra, slicing apart anything that gets too close. Powerful, but limited: like its big brother Heavenly Rotation, it requires the user to remain still, and its rather chakra intensive. Hinata can only use it five or six times a fight and remain combat effective.

Jūho Shōshiken: Gentle Step Twin Lion Fists: Jūken technique. Hinata covers her hands in formidable chakra that takes the shape of two lion heads. This chakra supports her blows and adds extra force to her strikes, allowing her to easily shatter solid rock and metal. In addition, striking a living target with the Lion Fists is a rather gruesome prospect: unlike traditional Jūken, which simply closes Tenketsu points and paralyzes the target, the Lion Fists destroy Tenketsu by overloading them with the Hyuuga's hostile chakra.

Unfortunately for Hinata, this technique has little effect on Pain, since a. his bodies are already dead anyway and b. his chakra is potent enough to resist the Lion Fist and keep his Tenketsu intact (picture shooting a water gun into a waterfall, and you'll get the general idea).

Chōjū Giga: Super Beast Imitating Drawing: Sai's most often used attack. Chakra infused ink takes the shape of an animal (usually a tiger or lion), and then attacks the target. It's also incredibly useful for passing messages and recon, but this aspect of it doesn't really get a chance to shine in combat.

Raikiri: Lighting Cutter: The Chidori's big brother, though more chakra intensive. Functions basically the same as the Chidori by covering the user's hand in deadly electricity. Unlike the Chidori, it does not rely on momentum to deliver a killing blow: the Raikiri can cut through just about anything with a swing of Kakashi's arm.

Shinra Tensei: Universal/Almighty Push: Bloodline Ability granted by the Rinnegan to control repulsive forces (i.e. gravity). After use, there is a minimum cooldown time of five seconds before it can be used again. However, the more expansive or intensive the use is, the longer the cooldown.

Gatsūga: Fang Over Fang: Inuzuka technique. The user and his partner spin at ridiculous speeds, attempting to drill the target into mush. Kiba was strong enough to shatter stone with it as a genin: the last three years have done nothing but improve his technique.

Sorry for the long AN. Hope you enjoyed the chapter. Leave a review if you did; it would make me very happy.

Serendipity, out.

Omake: basically, something I wanted to put in but couldn't due to drama.

Sakura twisted her fist, and Pain flew.

About fifty miles away, Nagato was suddenly absurdly glad that Pain, ironically, did not transmit pain.