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.

4. Confession

Not Sick Chapter 4

Refusal: Part 2

Naruto, in the strange land between consciousness and total insensibility, was dreaming.

It wasn't a true dream, of course. He wasn't asleep. He hadn't drifted away from the waking world. Rather, he was in another altogether, one that held only him and another.

It wasn't the first time Naruto had been to this place. He'd visited it before. Months ago. Since then, nothing here had changed.

It was a cold world, a wet world. A sewer, made of brass and rusted iron, filled with low swelling water that smelled faintly of copper and ominously gleamed in the low light. Naruto had once been vaguely concerned that such a dismal place existed in his own head, before he'd learned the truth.

This place wasn't a product of his imagination. It wasn't a representation of his mind, or a simulation of his thoughts.

It was a prison, and prisons were not supposed to be the nicest of places.

Rising from the sloshing water there was an enormous set of bars, a gate, made of some unidentifiable metal that shone even in the murkiness of the prison. The bars were thick, and widely spaced: Naruto could have slid between them if he put his mind to it. In the center of the gate there was a sheet of paper, thin and flimsy. The kanji for "Seal" was written on it in thick black ink.

It was hard to believe that that scrap of paper was all that held back what lurked behind the gate.

In the dimness of the room, it couldn't be easily seen. It was just a massive impression in the darkness, a spot where the shadows were thicker, where the water became darker. In those shadows, only two things were easily visible. Eyes, huge eyes easily as large as Naruto was tall, with vertical slashes of pupils, shining red in the dark, and enormous, blindingly white teeth.

The Kyuubi no Kitsune, the Nine-Tailed Demon Fox, most powerful of the Bijuu: it lurked in the darkness, a grim smile upon its face. Naruto, ankle deep in the dim water, stared back at it, a neutral expression upon his. This wasn't the first time he had stared down the fox and he knew, no matter how much he wished otherwise, that it probably wouldn't be the last.

THEY WILL DIE, YOU KNOW. The Kyuubi didn't speak, not really: its mouth didn't move, its tongue didn't enunciate the words. It was a creature of pure chakra, and it had domain here inside the seal upon Naruto's stomach.

So, when the Kyuubi spoke, it didn't really speak; it thought, and Naruto understood. It wasn't even words, not really. It was impressions and bloodlust and flashes of images. Images of Kakashi broken on the ground, his bones smashed into paste. Images of Sakura, quivering, trying to rise, Pain stabbing her again and again as she desperately tried to strike back, futilely swinging.

The words flowed over him, filling him with the urge to do violence and a burning sensation in his bones, and Naruto did his best to ignore it.

"No. They won't," he spoke aloud. He knew that it could understand him: there had been enough screaming matches when he had been younger to establish that, at least.

THEY ARE NOT STRONG ENOUGH, the monster said. THEY ARE NOT STRONG ENOUGH TO FIGHT HIM, AND YOU ARE NOT STRONG ENOUGH TO SAVE THEM.

Naruto scowled. The last thing had been true. He had taken out one of the Pains, but doing so had gotten him stabbed, and then the other one, the one that had gotten rid of Itachi with a look, had done nearly the same to him just a moment later. His guard had been down for a second, and now he was here.

And of course, he knew what was coming next. It was always the same. The Fox would tell him he was weak, and then…

YOU ARE NOT STRONG ENOUGH. BUT YOU COULD BE. The smile was wider. The teeth, it seemed, shined brighter. TAKE SOME OF MY CHAKRA. USE IT TO SAVE THEM. I WOULD NOT MIND.

Of course. It was always the same.

Naruto scoffed. "I couldn't save them with your chakra," he said, frowning. "No matter how much I would want to."

He remembered what had happened when he had been looking for Sasuke the first time, months ago. When he had encountered Orochimaru and Kabuto, listened to them talk about Sasuke like he was a toy, a tool, the same way the jerk in the mask had.

He remembered how he had lost control for a moment, how the fox had leaked out. The feel of his skin burning off had been agony… but the sense of power, the unmitigated rage flowing through him, leveling everything in his path, had been amazing.

Until it had been done, until Orochimaru had fled, and Sakura had come to him, begging him to stop, to reign himself in.

He remembered, distantly, through a film of blood and anger and shame, striking her, a tail of pure burning chakra taking her in the face and sending her spinning through the air.

And he remembered the tears, of relief and pain, that she had cried when the Fox had withdrawn and he'd been left behind, charred and drained.

Naruto had sworn to bring Sasuke back. He'd sworn, more privately, that he would never make Sakura cry again after he had returned from the Valley of the End, his first promise unfulfilled. And now, he swore that he wouldn't rely on the fox anymore.

He wasn't going to break any of those promises. Not again.

"They'll be fine," he said, and he believed it. "Better off than with you helping them, anyway. I trust them."

The fox snorted. It was an enormous sound, like a waterfall of air. IF YOU REALLY BELIEVE THAT, YOU ARE MORE OF A FOOL THAN I THOUGHT. THAT MAN, THE ONE WHO BROUGHT THE SAGE-EYED ONE HERE… It paused, and there was an uncertainty in the air that Naruto had never felt coming from the Kyuubi. HE IS DANGEROUS. HIS CHAKRA… IT REMINDS ME OF YOUR UCHIHA. AND OF HIS ANCESTOR.

There was so much hate. Naruto did his best to ignore it.

"Then I'll just beat him, too," he declared.

The Fox just laughed.

IF YOU THINK YOU CAN, WHY NOT. DO YOUR BEST, BRAT. BUT HEED ME: YOU WILL NEED ME SOONER OR LATER, AND WHEN YOU DO, I WILL NOT BE LOANING YOU MY POWER AS I DID ALL THOSE YEARS AGO. FROM HERE ON, THERE WILL ALWAYS BE A PRICE.

Naruto felt a chill, and he knew that the Bijuu spoke the truth. But before he could do any more, he felt a rush, the feeling of foreign chakra, warm and soothing, flowing over his body.

The prison melted away, the water drying up and the walls sliding back. The Kyuubi, its enormous eyes glaring at him, was the last to go, finally swallowed by the dark.

REMEMBER.

THERE WILL ALWAYS BE A PRICE.

"Hasn't there always been?" he muttered, and then the world went white.

---

Naruto woke up.

The first thing he saw was Sakura was kneeling at his side, her hands moving over his chest. He could feel the ribs there mending, popping back into place, and making breathing steadily easier.

There was an impressive amount of blood on her face, but she didn't seem bothered by it.

Hinata was there as well, on the other side of him. The same green chakra surrounded her hands, though it wasn't as bright as Sakura's. Her hands were on his: he could feel his ring finger, dislocated by his earlier tumble across the grass, snap back into place.

All in all, a few moments later, he was feeling a lot better.

"Naruto!" Sakura was looking down at him, eyes wide. He guessed that she hadn't expected him to wake up so soon.

He smiled. "Hey Sakura." Turning his head a little, he looked over at Hinata. "Hey Hinata. How's it going?"

Hinata didn't answer: she just blushed and continued to heal his hand. Sakura spoke up instead. "Naruto? Are you okay? You shouldn't be moving so-".

He cut her off, tapping his stomach, and the invisible seal there, with his uninjured hand. "Oh. Right," Sakura sighed. Sometimes she forgot just how much punishment Naruto could take.

He slowly sat up, the glow of medical jutsu fading as he did. "What happened? Where's Pain? Are you okay? Your face is-" he asked, still a little groggy.

"You should have seen it, man. It was amazing!" That was Kiba. He would recognize that enthusiasm anywhere. He was looking back over his shoulder a couple of meters away from Naruto, facing the forest. Akamaru was beside him as always, and the giant dog gave an equally enthusiastic bark welcoming Naruto back to the land of the living.

"What? What was amazing?"

"Sakura! You wouldn't believe it. She took him down in two hits!" Kiba sounded almost scared when he said that.

Naruto looked back at his teammate, who was doing her best not to look at him.

"No," he said with a grin. "No, I can definitely believe that."

She gave him a small smile in return, before her green eyes hardened once more. "He'll be back. I didn't kill him." Her voice was the same as Kiba's.

Naruto shrugged. "That's fine. I'll be ready for him this time." Looking around, he realised that a couple of their group were missing. "Hey, where's Sai? And Yamato-taichou?"

Sakura sighed. "Sai's in the town," she said, gesturing towards the building Naruto had recently become way too familiar with. "He's looking for Kakashi-sensei. Last Hinata saw of him, both he and Shino were on the way back. Apparently, sensei was pretty beat up, but he's definitely still functional. As soon as he gets back, I'll heal him too."

Naruto smiled once more. "That's great. But what about Yamato?"

"He's off in the forest, preparing something," Sakura said, pointing in the opposite direction of the town. "I don't know what, but he said that when Pain came back, he'd be ready. In the meantime, we're waiting here for either of them to come back: Hinata used up a lot of chakra so that I could hit Pain, plus finding where everyone was, so we can't go look for them right now."

Naruto took this all in, his expression somber once more. "Okay," he said. "In that case…" He put his hands together in a familiar seal.

"Kage Bunshin no Jutsu!"

About three-dozen Naruto's popped into existence around the field. Naruto turned to them. "Okay guys!" he yelled. "You know what to do!"

"You got it!" Thirty-something voices shouted back, and the orange mass sprinted into the forest. As they entered the tree line, some broke off from the main clump, while many took to the trees and others went straight ahead.

Answering everyone's unspoken question, Naruto spoke up. "A couple of them are going to go find Pain. Make sure he doesn't sneak up on us. The rest of gonna make as many traps as they can between him and us."

Kiba nodded, having rejoined the group while the Naruto's flooded past him. "Good thinking. That way, he won't get the drop on us."

"Well, yeah, I just said that!"

"I know, it's just… you know what? Shut up."

When Shino arrived about three minutes later, dragging Kakashi, all Naruto felt was relief. The Aburame laid the insensible silver haired man down on the ground, and Sakura and Hinata bent over him: they were the only ones there who knew any healing jutsu.

"Hey Shino. Glad you caught up. Have fun?" Kiba grinned at his teammate.

"I did in fact enjoy myself somewhat, Kiba. Why? My opponent gave me many opportunities to practice my evasion skills. In addition, by engaging him, I was able to keep him away from his compatriots, thus-"

"Uh, guys?" Naruto suddenly interrupted the insect user, snapping his head towards the forest. The rest of his friends took notice. Shino let out the Aburame equivalent of a sigh, which translated to him lowering his head for a second by about a fraction of an inch.

"Yeah, Naruto?" Kiba asked. "What is it?"

"Uh, my clones got dispelled, and, uh-" Naruto was interrupted by an enormous crashing sound. The rest of the Konoha ninja turned to look at the forest.

The tree line had been obliterated. An enormous bear, at least forty feet tall and nearly just as wide, had lumbered out of the forest. Its paws were covered in burns and small wounds, proof of Naruto's traps.

Huge black metal rods were run through its lips, with a single broad one jutting out of its forehead. Most disturbing of all, its eyes were the same as Pain's had been: the Rinnegan's ripple stared out, a strange sheen in it even from a distance.

"There's something really big coming this way," Naruto numbly finished. He put his hands up in a simple seal.

"You have got to be kidding me!" Kiba yelled. Sakura just gaped.

Sai didn't waste any time. He just reacted: his brush flashed over his scroll, and an enormous ink dragon leapt forward, streaking for the bear. At the same time, roots burst from the ground around it, wrapping around its gigantic paws: wherever he was in the forest, Yamato was still doing is best to help them.

Naruto just yelled the name of his favorite jutsu, and dozens of copies of him streamed towards the bear, Rasengans glowing in their hands. Ten or so clones paired up, and began generating Odama Rasengan.

"Anyone got any ideas!?" Sakura yelled, still doing her best to heal Kakashi. It looked like they would need him sooner rather then later.

"Akamaru and I could use the Sōtōrō," Kiba yelled, glancing at the bear as it wildly swung at the dragon that circled its head, biting at its ears, "but I don't know if that'd be enough! That thing is really big!"

Shino stepped forward, pushing his glasses up. "My Kikaichū would not be sufficient either. However-" he turned to look at Naruto, who stared back without comprehension. "I believe Naruto has the perfect jutsu for this situation."

"What? Me? What can I do?" Naruto yelled, panicking slightly as the bear finally managed to catch the circling dragon and tore it to shreds with a swing of its paw, even as it trampled any clones that got near. One particularly brave (or foolish) clone who had been fortunate enough to end up with an Odama leaped high into the air, bringing the giant swirling sphere down towards the bear's head... before the monster simply opened its mouth and devoured the clone whole, Rasengan and all.

Sai sent more ink beasts, lions this time, which slowed its movement as it swatted at them while they nipped at its heels. Naruto continued. "My shadow clones aren't even slowing it down! And the Rasenshuriken is-"

"I was referring," Shino said, sounding almost irritated, "to your collaboration jutsu. After all, it slowed the Sanbi. I don't doubt that it could handle this summon." The bear stomped one of the ink lions out of existence. Sai sent another, but he was beginning to look tired.

Naruto palmed his forehead, hard. "Right!" he said. He turned back to the bear, biting his thumb as he did so. His hands ran through signs, before he slammed them to the ground. "Kuchiyose no Jutsu!"

Ink spread out in a summoning array, and there was a large puff of smoke. When it cleared, two unusually large toads were revealed; one bright yellow, and the other bright orange.

"Yo Naruto, what's going HOLY CRAP!" Gamakichi started, his casual attitude vanishing in an instant. "That's one big bear!" He turned to his brother, who was just staring and trembling. "Hey, Gamatatsu, calm down. I'm pretty sure I know why Naruto summoned us!"

The large yellow toad ignored his brother. "This isn't how it's supposed to go!" he wailed. "We get snacks when we're summoned! We're not supposed to be the snacks!"

The orange toad dope slapped his younger brother. "Calm down! It'll be fine! Just listen to Naruto, ok?" He turned back to his summoner. "We're doing that jutsu again, right?!"

"Definitely!" Naruto said. "Hey, Gamatatsu, you can make oil, yeah? You were working on that, right?"

'Please tell me yes,' he thought.

"Yeah, I've been working on it, Naruto." The toad sounded uncertain. "But-"

"Good enough!" Naruto said. "I trust you, Gamatatsu. It doesn't have to be as much as last time. We'll definitely make this work!" He leapt onto the younger brother's head, channeling his chakra into the toad.

The bear smashed the last of the lions and turned towards them, letting out an earsplitting roar that showed off way too many teeth. "Gamakichi!" Naruto yelled over the sound. "You ready?"

"Yeah!" The toad yelled back, bracing himself. The bear began heaving itself forward, still roaring, picking up speed.

"Okay! Gamatatsu, go!"

The yellow toad took a deep breath, his throat inflating almost to the size of his body. He spat a long stream of viscous brown fluid: the famous toad oil of Mount Myōboko, well known for its soothing properties.

And, more so in certain circles, its extreme flammability.

Naruto grinned, and thrust his hand into Gamatatsu's back, channeling his chakra into the blast of oil. "Fūton: Gamayu Endan!" The wind chakra melded with the oil, and it shot forward even faster, smashing into the bear and covering the field in slippery goop. The enormous bear kept coming, struggling forward even against the tide of oil.

"Gamakichi!" Naruto yelled, the strain of channeling his chakra showing in his voice. The bear was beginning to get uncomfortably close. Sakura, watching from behind the toads, unconsciously tightened one of her gloves: if this didn't work, she'd be the one with the best chance against the massive animal.

Hinata made a similar motion with her fingers: the Gentle Fist wasn't good for fighting larger summons, but she'd try anyway.

Shino just pushed up his glasses slightly. Kiba looked like he was considering making a break for it. Sai gave away nothing: he might as well have been watching the clouds roll by for all the emotion he showed.

"Katon: Endan!" The orange toad yelled, and a jet of fire shot from its mouth.

And struck the stream of oil.

The oil ignited, the resulting conflagration burning with such unbelievable heat that every one of the Konoha ninja could feel it on their face, even though it was dozens of meters from them. A trail of flames streamed towards the bear, like a lit fuse. It took less than a second to reach it.

The fur of the huge summon had been saturated with the prolonged stream of oil. In addition, the field around it, and a significant part of the forest behind it, had been slicked over by the viscous substance.

When the burning oil reached the bear, and the concentration of liquid on and around it, there was only one thing that could have happened.

The bear roared furiously one last time, and then exploded in an enormous fireball that knocked Naruto off of Gamatatsu's back, and caused the still-unconscious Kakashi to roll over.

The field around the summon was charred beyond recognition: for hundreds of feet, it became a blackened wasteland of ash. What was left of the bear (which was very little) became indistinguishable from the ruin around it, before the animal vanished in a puff of summoning smoke.

The forest behind the beast fared no better. The fire, amply fueled, rolled forward, consuming everything in its path. By the time it had died away, a huge swath of the woods had been burned to mere sticks, and a thousand small brushfires had sprung up.

Naruto, still lying on his back, only had one thing to say about the devastation he had wrought.

'WHOO!" The blond yelled, sitting back up and flipping to his feet. "That was awesome!"

"Yeah… awesome," Gamatatsu panted. The amount of oil he had produced had worn him out. His brother patted him on the back.

"You did good, bro." Gamatatsu feebly nodded his head, and Gamakichi grinned. "C'mon, let's head back. We definitely need something to eat after that!"

Gamatatsu nodded again, before vanishing in a puff of smoke. Gamakichi didn't follow him. "Naruto," he said, turning to his summoner.

The blond perked up. "Yeah?"

"Listen, I didn't want to spook Gamatatsu," Gamakichi said, his tone serious, "but something weird is going on back home. Gamaken came back about a half-hour ago, and he was pretty messed up. I think Jiraiya might have gotten into something pretty big if he had to call Ken-ojisan up. You know where he is?"

Naruto shrugged. "He's on some mission for Baa-chan, I think. I don't know where." He paused for a second, really taking in how concerned Gamakichi looked. "Don't worry, though! No way that Ero-sensei's in trouble. That pervert can take care of himself."

"Yeah. You're right," Gamakichi nodded. "Good luck with whoever summoned that thing. I think you're gonna need it." He didn't sound worried: ever since seeing Naruto go up against Shukaku as a kid, Gamakichi had been a firm believer in the blond. In his eyes, Naruto could do just about anything he set his mind to.

Naruto chuckled. "Yeah. See yah, Gamakichi!" And with that, the toad dispelled with a muffled pop.

"Naruto," Sakura said. "That was-"

"Really freaking cool!" Kiba interrupted her. "Man, I never realised how much summons rock! I've gotta-" Suddenly, he paused, sniffing the air. Growling, the Inuzuka turned towards what had once been a forest, and was now so many fried trees. Trees that, while reduced in number, still provided some degree of cover.

"He's here."

Naruto snarled and turned back around. He didn't have to look for long. Pain stepped out of the ashes, accompanied by two more bodies: the one with the annoying smile, and the tall, mean looking one. They were mostly unmarked, which was remarkable considering that they should have been melted into nothing.

The man in front, on the other hand, had clearly felt the effects of Sakura's attack. His left arm was ruined. The forearm was all wrong. The radius and ulna were shattered completely, and the arm flopped uselessly, like a horrific sack of jello attached to Pain's left bicep.

Snapped bones, fragmented and broken, poked out throughout the skin of his arm. The shoulder was completely dislocated, and the arm hung awkwardly, pushed backwards in a grotesque manner.

Though the Konoha ninja couldn't see it under his cloak, the entirety of Pain' chest and stomach was a mass of ruptured blood vessels, turning his pale skin a sickly purple color. Unfortunately for them, the injury didn't slow him much.

Naruto turned just a little bit green, as did Hinata. Shino and Sai, naturally, didn't seem to care at all.

Kiba laughed.

"Man, she fucked you up!" he chuckled. "I thought you were a god, man! What happened? Taking a break from divinity today?"

The Deva Path stared back at him, and Kiba shut up. Even with his arm hanging uselessly at his sides, Pain was still intimidating. Naruto was vaguely reminded of Orochimaru for reasons that eluded him, before he dismissed the thought.

"Naruto Uzumaki." Pain was seemingly completely uncaring about the state of his arm. His voice was as implacable as the rest of him.

Naruto stepped forward, putting a hand on Kiba's shoulder and putting himself in the forefront of the group.

"Yeah?" he called back. He was feeling confident. Pain was down two bodies, and while he and his friends were hurt, they weren't nearly as mangled as the purple-eyed man was. Hinata had been right. They really could win this.

"I'll admit, I didn't expect you to take care of my summon like that. However, it's meaningless. Give yourself up now, Uzumaki, and I won't be forced to kill all of your friends." He sounded dead serious.

How could he say that with a straight face?

Pain was as good as beaten. Naruto knew his techniques, knew his weaknesses. The rest of the Konoha shinobi had held their own, and now this man was limping back, imploring him to give up?

"How… I mean… didn't I tell you to give on me giving up? What does that mean to you? You think if you just keep asking me, I'll turn myself in?!" Naruto was seething. He stepped forward, something violent flitting across his face.

"And another thing! You're the leader of Akatsuki, right!? Why are you doing all of this? What's the point? Hunting the Jinchūriki, hurting people… what are you even trying to accomplish?"

Gaara's face flashed across Naruto's mind, and he gritted his teeth.

Everyone watched, entranced. When Naruto really started going, it was quite a sight. Anyone who had been to the Chūnin Exam finals knew it.

Pain seemed to actually pondering the question. You want to know why I'm doing this?" he asked. "You wish to know the purpose of Akatsuki? The reason that I seek the Bijuu?"

"Of course I do!" Naruto was yelling now. "Why wouldn't I?"

"The truth can be just as dangerous as its absence. And most of the time, events of such magnitude merely… happen. The reason does not become clear till much later." Pain spoke softly but audibly, seemingly somewhere else entirely than the scarred field. Naruto thought that he wouldn't answer the question, before he spoke up again, his voice louder.

"But very well. I will tell you."

At that, Naruto perked up a little. Kiba did the same, while Hinata and Sakura, who were back to mending Kakashi, paid close attention out of the corner of their eyes. Sai was intently focused: he wouldn't forget a word of what followed.

"I want to create peace. My goal is to bring about justice."

"What?" The Konoha shinobi stared.

"What kind of answer is that?" Naruto yelled. "How is kidnapping and killing people 'peace'? How will that bring justice?"

"Our world as it is now, this land of shinobi, is trapped in an endless cycle of hate and revenge. Your 'friend' Sasuke is a prime example of that hatred: he has broken all bonds with his home, attacked his friends, and declared himself a traitor, all so that he could dedicate himself to killing his brother. He has hurt so many, and only for his own gain."

Pain took a step forward, and the bodies flanking him did so as well.

The Konoha shinobi did not back away from the implicit challenge. They just watched with wary eyes.

Naruto, on the other hand, was deep in thought. This sounded very familiar to him.

"You… I've heard this before. My master told me all about this cycle of hate you're talking about. He told me that I would have to break it someday."

Pain had kept coming, one slow step at a time. But now, he stopped. "Yes. Jiraiya-sensei truly did have some remarkable ideas, didn't he?" Naruto nodded, before suddenly realizing something.

"Wait… sensei? You were one of his students?!" Naruto paused. "And-"

'Did?'

But before he could voice his question, Pain continued, both talking and walking forward. "It doesn't matter. What is important is that I established the Akatsuki to bring an end to this endless cycle of hatred. Using them, I have gathered the power of the Bijuu, for the first time in millennia, in a single place."

His functioning arm swept back, gesturing."Now, all I need is the Kyuubi, Rokubi, and Hachibi. When I have the last of the beasts in my possession, I shall use them all to create a weapon, the kind of weapon that shinobi could only have nightmares of. There are jutsu that could flatten a village in an instant..."

Pain's fist clenched. "But this weapon will destroy nations. And with this weapon, I will show the world the true meaning of pain."

Naruto gaped at him. "That's… why would…"

Sakura spoke up, saying what Naruto couldn't. "You can't believe that that would bring peace!"

Pain shrugged. "Your thoughts and beliefs are irrelevant. I know this to be true. I will use the power of the Bijuu to level a nation, and the world will fall in line, cowed by what they cannot fight. And for a time, there will be peace."

This time, it was Shino who spoke. There was a soft buzzing emanating from him; Hinata knew that this meant he was beginning to get agitated. "For a time?"

Pain nodded, not having ceased his slow approach. "Eventually, even those who have witnessed this weapon will fall back into old ways of thinking. Ancient hatred will be rekindled, and humanity will go to war once more. But this time, I will not be there: I will not need to be."

Pain's arm fell back to his side, his fist relaxing.

"The shinobi of the world will use the weapon themselves, and with that they will inflict such a lasting pain that peace will reign, however temporary, for many years after. Justice, for the crimes of all, will have been done in mere moments, and whoever would be left would be clean of past sin."

There was silence. Pain had stopped his approach, staring at the assembled shinobi, who were desperately trying to wrap their minds around the apparent plan of the Akatsuki.

"That's…" Kiba couldn't even begin to try to say what was on his mind. The words died somewhere between his brain and his tongue.

"Insane, yes." Pain brushed the truncated comment aside as he would an errant fly. "Jiraiya-sensei said much the same thing."

With that, Naruto's head snapped back up. His question, unseated by the revelation of the tailed beast weapon, shot back to the forefront of his mind.

'Said?'

"Pain. You said… that you were one of Ero-sennin's students?" Naruto stared right into the Rinnegan, fearlessly. Pain cocked his head at the name.

'I think Jiraiya might have gotten into something pretty big.'

"And you said… that he had ideas about peace. But… you said 'did'. That he did have ideas about peace." Naruto's mind was whirling, trying desperately to find exactly why this semantic had rattled him so badly.

'That pervert can take care of himself.'

There was a small smile on Pain's lips. He looked almost pleased with himself. "I did," he said.

"After all, you can hardly be the student of a dead man, can you?"

The air around Naruto turned cold as Sakura gasped. He felt as if all the air had been pushed from his lungs, as if he'd been buried in freezing water, as if his skull had grown paper-thin.

NOT STRONG ENOUGH.

'No.'

NOT STRONG ENOUGH, AND NOW YOUR MASTER IS DEAD.

'NO.'

IF ONLY YOU HAD-

'SHUT UP.'

Naruto's skin boiled, and rolling crimson chakra that tinged the air with ozone and copper slid over his body. His pupils turned vertical, the iris red, and his canines elongated, becoming foxlike. Two ribbons of chakra, tails, burst from his back and waved about in the air as if they had a mind of their own.

Naruto dropped to his knees, clutching his head, desperately trying to keep control. He whimpered, a tortured sound.

"Naruto Uzumaki." The hated voice. Once more it cut through his confusion, focusing him upon a single target. He glared, wanting to throw himself forward with all his strength but just barely restraining himself.

"This is your last chance. Surrender now, and no one else precious to you will die."

Naruto snapped.

He blew forward, faster than he'd ever gone before, faster than any eye amongst the Leaf-nin could follow, with the exception of Hinata.

But just as the Byakugan could track Naruto, so too could the Rinnegan, and before Naruto reached him, the bulky Pain with a grim face took hold of the man with a shattered arm and heaved him into the air, sending him hundreds of meters into the sky.

Simultaneously, Yamato made himself known: thick, twining roots erupted from the ground, spread by the Mokuton under the entire field. They ensnared the Pains, wrapping themselves around arms and legs and pinning them where they stood.

Neither of the cloaked bodies resisted. Moments later, Sai whipped his brush over a scroll and a vicious looking eagle shot from it, flying up into the sky after the main Pain.

Naruto crashed into the thrower, a hand sheathed in chakra, becoming more and more like a claw, punching through a cloaked chest and shattering the man's ribs and spine, as well as pulping his already non-functioning lungs.

The chakra receivers in the man couldn't handle the injury and overloaded, leaving him a lifeless husk, and Naruto continued forward, attempting to decapitate the other Pain in his path.

Two things happened in that moment. The first was the second Pain, the one with recently cut hair, vanishing in a puff of smoke. A summoning, which carried the Pain far away from Naruto's rampage.

The blond paused, the Kyuubi's chakra imploring him to kill and robbing him of common sense. He sniffed at the ground, trying to find where the man had gone, ignoring the destroyed body behind him.

The second thing was the Deva Path pausing in the air, levitating high above the assembled Konoha ninja.

From the distance, they couldn't see the man's mouth move, but Sakura knew what they would if they could.

She screamed, "Get ready!" and hunkered down over Kakashi, securing him with her body. Hinata did the same, while Shino simply stood there gazing skyward, his hands in his pockets. Sai did much the same, his hands loose at his sides. Both Kiba and Akamaru got low, bracing themselves. The dog's paws were covering his eyes, and he was whimpering.

In the forest, Yamato tensed, his trap sprung but rendered useless against the last Pain's height and the others teleportation. He looked up, and then at the positions his comrades had taken. His eyes widened, and instantly trees grew up around him, securing him in the earth.

He hoped it would be enough.

Deeper in the forest, on the other side of the town, Karin stopped walking. The man in front of her had as well, and if she hadn't then she would have crashed into his back, perhaps even waking up the person he was carrying.

"What is it?" she whispered urgently. "What's going-"

Itachi Uchiha spun around, his Mangekyō wide, and spoke in the loudest calm voice that Karin had ever heard as a red ribcage sprung up around him.

"Get down."

The ink eagle drew closer to Pain, its beak open in a soundless screech. A talon drew back; ready to rend the man to pieces, to tear him from his momentary perch in the sky.

Like Itachi Uchiha before it, it wasn't fast enough. Pain thrust his single functional arm downward in a grand motion, like the declaration of a God.

"SHINRA TENSEI."

The eagle exploded.

An unseen force struck the ground under Pain and spread out, like an invisible tidal wave three stories high, wiping away everything in its path. A crater, about forty feet deep and a hundred wide, instantly formed, and everything for miles beyond its lip vanished.

The town, a relic of the Uchiha's glory days, was utterly annihilated in an instant, as dust blown away in the wind. The ziggurat that rose behind it disappeared as well; its lower level vanishing and the top collapsing inward like a broken cardboard box.

There was no proof left that the Uchiha stronghold had ever existed: only dirt and grass remained, swept totally clean of all life.

The forest for three miles around the town disappeared as well, trees blowing over and uprooting themselves, some flying huge distances before crashing to the ground far away. Those that weren't dislodged were utterly destroyed, stripped of their bark and whittled to the core, becoming little more than toothpicks.

The blackened patch left by Naruto's jutsu became indistinguishable from what remained of the forest

Kiba Inuzuka, along with his partner Akamaru, was struck by the wave just as it formed. The crater ended directly before where they had been standing: a meter closer, and they would have been reduced to so much Inuzuka pulp.

Instead, they were both blown off their feet, the wave passing under them even as they hurtled backwards, dust and panic blinding them, before crashing to the ground well over a mile away.

They rolled a significant distance after that, and by the time they came to a stop Kiba had broken over ten bones, of various sizes and importance, and was experiencing mild internal bleeding on account of a punctured lung. Akamaru actually fared better: he had only broken his left back leg and several ribs.

Sakura Haruno only narrowly avoided being struck by Kiba as he flew by her. When the blast did hit her, she lost her grip on Hinata, but not on her sensei. As she sailed through the air, she held on tightly to him, not daring to let go: if he landed as he was now, unconscious and unable to defend himself, then he would definitely die.

So it was fortunate for her (and especially for Kakashi) that he woke up in the middle of their short flight.

Kakashi's Sharingan snapped open, and Sakura let him go. He could fend for himself now. Kakashi, incredibly confused for a moment, grasped the danger of his situation rather quickly and just as quickly prepared himself for impact.

Kakashi landed before Sakura, about a mile from ground zero, and tucked himself into a roll that carried him along the ground like a pinball, eventually coming to a stop after nearly two hundred meters of careening across the newly flattened landscape.

As he uncurled, he was glad to note that nothing that hadn't already been broken was broken, and that besides a couple new (rather serious) abrasions, he had come out just fine.

Then he passed out again: his short use of the Sharingan, the precision of which had allowed for his borderline miraculous landing, had drained away whatever little chakra he had regained since his fight.

Sakura wasn't as lucky as Kakashi: she landed awkwardly and bounced, dislocating an arm and severely bruising the rest of her left side. When she hit the ground again, she went into a rather ungraceful tumble that sprained a wrist and gave her a hairline fracture on her already injured shin, but otherwise just left her dirty and scratched up.

As soon as she stopped, Sakura tried to make her way back to her feet, back to Naruto, before collapsing. Swearing with a creativity that would have made a long dead redheaded Sound kunoichi blush, she immediately began healing herself, but she knew it would be too slow to help.

Hinata Hyuuga, who had also been attempting to protect Kakashi, lost her hold on both him and Sakura when the wave of force struck. Cursing herself as a failure, she rode out the storm, relaxing as it carried her at ridiculous speeds away from the epicenter.

Out of all the Leaf ninja, Hinata's landing was the best, trumping even Kakashi's. She didn't smash into the ground like Kiba did, or bounce, like Sakura had. She flowed into a landing, her skill in the Gentle Fist and the experience in manipulation of her external chakra that it gave her allowing her to convert most of her momentum into a spinning slide that carried her across the blasted landscape.

One of her ankles was neatly broken in the landing: a touch of medical jutsu set it in a moment, a temporary fix at best, and then Hinata was running, heading towards the center of the new wasteland and ignoring the twinge of pain in her foot and the blood running from the shallow scrapes on her arms.

She had to help Naruto.

Hinata may have had the best landing, but that was only because Sai didn't land at all. As soon as he was picked up and carried away, the ROOT ninja utilized his distinctive jutsu to create an enormous bird of prey formed out of ink.

It was a good plan, with only one flaw: without anything to ground it, the bird, and Sai with it, were swept far, far farther by the jutsu than any of his compatriots: when the spinning finally stopped, and the chakra of the ink stabilized, Sai found himself nearly seven miles from the center of the blast. He immediately began the flight back, of course, but like Sakura he knew it might be too little, too late.

Shino held the distinction of inflicting the most causalities in his landing. Much like Kiba, he was picked up and hurled away, and much like Hinata, he allowed the storm of force to take him wherever it may. However, he did not have Kiba's animal instinct and tenacity, and he did not a Jūken proficiency to soften his landing. Instead, all he had was his Kikaichū, which he used.

Swarms of the insects poured from him, cushioning him in the air and slowing him, before his abrupt meeting with the ground. The Kikaichū protected their "hive" with their life, allowing themselves to be crushed beneath Shino to take much of the "impact" out of his impact. In addition to the losses they had already sustained fighting Pain, Shino's Kikaichū were reduced to forty percent of their former number.

Despite his insect's sacrifice, Shino was not unscathed: he fractured two of his ribs, severely bruised his spine, and suffered a nasty case of whiplash. In addition, he received a concussion in the initial landing: all the Kikaichū in the world couldn't have saved his head from that.

Yamato, prepared for the blast, weathered it as his Mokuton fort crumbled around him. He survived basically unscathed, but like Kakashi, extremely low on chakra. He fell to his knees, trying to prepare an assault, even as sleep claimed him.

Somewhere else in the forest, Suigetsu and Juugo paused in their search for Sasuke, looking back towards the town. They had little more than a second when they saw the shockwave approach.

Suigetsu eye's widened, and before he could do anything the wave struck him and blew him into a fine mist that sprayed itself over a significant amount of what had once been a forest. He beaded in the newly ground dust, attempting to reform, but gave up, exhausted, after a moment. For the time, he lay there. The Kubikibōchō, lost from his grip, ended up about a mile away, buried in the ground.

Juugo saw the wave coming and roared. Even in his exhaustion his curse rose to save him, darkening his skin and eyes. He planted himself in the ground, bracing, and took the strike full on. It rolled over him, rolled past him, and he straightened up, grinning.

Then he slumped, the whites of his eyes showing, as the fact that all of his organs had been smashed to near pulp against his own rock-hard back and that his ribs were utterly broken finally made itself clear to him. He keeled over and struck the ground with a soft thump, out cold but not dead.

Karin Uzumaki was not harmed by the wave at all. Neither was Sasuke Uchiha.

Naruto, out of everyone Pain caught in his jutsu, was doubtlessly affected the worst. He stood at ground zero, near directly beneath the Deva Path, and so when the wave of force shot down and out, it hit him full on. By then, a fourth tail of the Kyuubi's chakra had begun to emerge, but even that was barely enough to save him.

His spine was broken, instantly snapping, as well as all of his ribs. His legs. His arms. The front of his skull, as it cracked against the ground. He was pressed into the dirt, millions of pounds of pressure above him, and as he was he desperately screamed. It wasn't a scream of pain, though. Instead, it was a scream of pure rage.

The Kyuubi, locked away within him, took notice, and fresh crimson chakra rolled over the blond boy. His spine healed, straightening with a sickening crack, as did his ribs.

His arms and legs healed as well, and within moments there wasn't any proof besides the miles of wasteland that Naruto had been hit by anything at all but for the extensive burns covering his body.

And then he collapsed, completely unconscious.

---

He was in the prison again. But where before the water had been placid, the light dim, now the copper-smelling liquid was thrashing, kicked up as if by gale force winds, and the source-less light was flashing, intermittingly illuminating the room.

And the prisoner, instead of laying itself out with a casual smile, was now pacing back and forth, whirling its tails and gnashing its teeth.

WHAT ARE YOU DOING?! Naruto had the feeling that if the Kyuubi ever "talked" like that in the real world, it would have done far more than just give him a headache, as it did now.

Or maybe that was because his skull had recently been shattered.

GET UP. FIGHT HIM!

"No." Naruto was calm despite the waves of malice pouring over him. He'd made his decision.

I HAVE HEALED YOU. YOU MUST FIGHT HIM. IF YOU DO NOT, YOU WILL DIE, AND I WILL HAVE IT FAR WORSE. NOW GET UP.

"NO."

The Kyuubi stopped pacing, staring at him. It gnashed its teeth, a clear sign of frustration.

WHY?

Naruto shrugged. "It's not what sensei would have wanted."

YOUR SENSEI IS DEAD. THAT MAN KILLED HIM, AND NOW HE WILL KILL YOU TOO UNLESS YOU-

"I SAID NO!" Naruto was shouting now. "I won't use your power to fight anymore! I won't continue this cycle of hatred, and I won't take revenge! When I kill him, what then? It won't bring my master back, and you'll still be in control. So who comes after that? My friends? Sasuke? Last time, Sakura could have died. I WON'T let you out again! I can't take that risk!"

IDIOT! WHO SAID ANYTHING ABOUT ME BEING IN CONTROL!? I JUST NEED YOU TO GET UP! The fox began striding again, rhythmically shaking the gate with strikes of its tail.

'What?' Naruto was silent, just staring as the Kyuubi paced.

"What?"

YOU THINK I CARE ABOUT YOU USING MY CHAKRA?! YOU MUST FIGHT. YOU MUST SAVE YOURSELF. IT DOES NOT MATTER HOW YOU DO IT! STOP BEING A FOOL! DO YOU TRULY BELIEVE THAT SACRIFICING YOURSELF HERE WILL DO ANY GOOD? YOU WILL BE DEAD, YOUR FRIENDS WILL BE DEAD, AND MOST OF THE WORLD WOULD BE SOON TO FOLLOW!

"Why would you fucking care about that!?" Naruto screamed. "You'd do it yourself just as soon if I let you out!"

The fox paused. The wind stilled. The water calmed.

TRUE, it said.

BUT YOU RATHER IT HAPPEN NOW, WITH THIS MAN AS ITS ARCHITECT, OR LATER, UNDER ME?

Naruto staggered back, the words breaking over him. There was something there, something he wasn't getting. Hidden. The Kyuubi was acting strange. Everything was moving too slowly, grating against his senses.

YOU WILL GET UP. YOU WILL FIGHT. I WON'T BE MADE A SLAVE, NOT AGAIN. YOU MUST BREAK HIS INFLUENCE.

It was then that Naruto saw it. He didn't know how he hadn't before.

A pair of eyes, purple, with concentric rings moving out from the pupils, floated in the air above the fox, gazing down at him, burning through him. They made his entire body feel heavy and useless.

"That's…" He trailed off, staring in fear.

THE RINNEGAN IS A POWERFUL TOOL. LIKE THE CURSED SHARINGAN, IT HAS MANY ABLITIES. AND ONE OF THOSE IS INFLUENCING YOUR WEAK LITTLE MONKEY BRAIN. NOW, WAKE UP! the Kyuubi thundered. Its tails slashed through the eyes, and they wavered.

Naruto blinked, and they vanished.

And then he woke up again.

---

The town was gone. So was the forest.

So were his friends.

For miles around, the earth had been turned into a wasteland; all details blasted away, flattened, leaving behind only dirt and dust. A pervasive cloud of pulverized earth hung in the air, dimming the sun and ruining visibility.

Naruto looked around, stunned, as he struggled to his feet. Everything hurt. His skin burned, and his bones felt hollow. It was as if his whole body was an open wound. Any sort of movement was agony. After a moment, he managed to make it to a knee, growling at the sensation of the ground against it.

There was a soft puff of sound, and he looked up to see Pain settle gracefully to the ground in front of him, floating effortlessly into his landing.

"Bastard," he snarled, yanking himself fully upright in a quick motion that sent fire shooting down his spine. He stiffened, but the pain wouldn't stop him: he was just going to use it as fuel.

"Amazing. So this is the power of the Kyuubi." The man said, looking at him with a raised eyebrow. "I'm surprised you can still walk. I had hoped that would cripple you, at least. However," he said, his distinctive eyes narrowing, "can you still fight?"

"I'll show you just how well I can fight!" And then he threw himself forward, trying to smash the man's face in.

Pain flowed effortlessly under the haymaker, kicking out and taking Naruto in the side, which sent him tumbling across the dirt. Naruto rolled back to his feet and staggered, falling to a knee as the leader of Akatsuki watched him impassively. Then, he yelled, a sound of both frustration and pain, and put his hands in a familiar cross shape.

"Kage Bunshin!"

About thirty clones popped into existence around him, and as Naruto struggled to his feet they charged Pain.

The fight barely lasted two minutes. Naruto's clones were slower, the subtle agony of the original's injuries weighing just as much on them as they did on him.

And Pain, it seemed, had gotten faster. He flowed amongst the clones, ducking and redirecting strikes, taking minor blows that set him up to kick or punch other clones out of existence. More than once, a snap kick sent one clone tumbling into another, dispelling both of them.

He didn't use his gravity jutsu: after a blast like that, he wouldn't be able to for quite a while.

When there were just three clones left, Naruto finally made it to his feet without falling over. He sprinted towards Pain, a Rasengan, half formed and sputtering, in his hand.

The man elbowed another clone out of existence, then turned and frowned at the sight of the original Naruto coming towards him. Without hesitation, he charged as the well.

The Rasengan pushed forward, headed for Pain's chest… and the man leapt into the air, his body going horizontal and one foot coming around in a skull-shattering kick. Naruto was forced to dodge, and the Rasengan missed, carving a furrow in the ground.

An unfortunate clone behind him took the kick to the chest, and vanished in a flash of smoke. The one to the left of it grimaced, before attacking once more.

The original Naruto turned, his Rasengan exhausted.

Pain jumped once more. The clone beside him watched, eyes wide. It wasn't fast enough to avoid him.

The Akatsuki spun in the air, kicking off the clone's shoulder as he did so, propelling himself back towards to original Naruto. The clone dispelled in a puff.

Naruto threw a straight-arm, trying to hit Pain out of the air. He didn't have enough reach. A leg came around.

Pain's foot crashed into the side of Naruto's head with the force of a cannonball, kicking up some of the surrounding dust. The Jinchuriki was thrown to the side, his ears ringing, with the taste of copper in his mouth.

Naruto rolled across the dirt once more, and then struggled to get to his feet. He hissed as he did so, everything in his being painfully aching. He couldn't hear anything. There was a buzzing in his head, one that gradually resolved itself into words.

"As I thought. You can barely stand. What drives you to continue fighting in such a pitiful condition?" There was honest curiosity in the man's tone, even as he slowly approached the faltering Jinchuuriki, his ruined arm swaying at his sides.

Naruto barely managed to get both of his feet under him before the man swept him from them once more and struck him to the ground with a particularly brutal axe-kick.

Naruto hit with a choking sound, and then stilled, the will momentarily taken out of him. Pain stood above him, blocking out what little sunshine there was.

"Why do I fight? Are you seriously asking?" He stared up at the man, defiance flickering in his eyes.

The Akatsuki's leader frowned and crouched down, weighing him. "Yes."

"I fight because I can't let you hurt innocent people." Naruto tried to get an arm under himself, his hand shaking. "I fight for my friends. I fight because since I was six years old I knew that I was going to be the Hokage one day, and fighting is all I've lived for since then. And now, I'm fighting to prove to you that I will never give up!"

Pain cocked his head. "And why is that? Why will you, Jinchuuriki, beaten and broken, mistrusted and mistreated all your life, never give up? You have already lost."

Naruto smiled, and it wasn't a spiteful smile or a berserker's grin. It was genuinely cheerful, lighting up his face even with Pain's shadow over it.

"I'll never give up, because-"

"That is his nindō. Our ninja way."

A soft voice cut him off, and both Naruto and Pain turned their heads towards the sound.

Hinata emerged from the cloud of dust, dragging her right foot slightly, her hands raised in the traditional Jūken "ready" position. Her Byakugan was off, and she was panting and trembling, but she stood tall.

"Hinata!" Naruto cheered. Pain straightened up and, turning, casually kicked him the face with the back of his foot, silencing him and filling his mouth with the taste of blood.

"You again," he said, and now he sounded truly annoyed.

"Stay away from Naruto," Hinata said, and unlike Pain she sounded dangerous. Her voice was like ice.

"Why should I? You are alone, exhausted and injured." Pain gestured back to the blond, who was squirming on the ground, holding his face. "I have defeated the Jinchuriki. I have fulfilled my goal. Do you think I will let one foolish little girl stand in my way, when peace is so close at hand? Leave, or you will suffer the same fate as him."

Hinata didn't answer. Instead, she just darted forward, inhumanly fast. Her hands speared out, the distinctive motion of the Gentle Fist, as she went after the orange-haired man's tenketsu.

Pain dodged, stepping out of the way. Hinata pursued him, lightning fast sweeps of her hands filling the air before him with subtle death, but Pain managed to whirl away. Hinata's hands ripped through the hem of his cloak, tearing it like rice paper, and the Rinnegan widened.

Hinata yelled, a primal sound, and charged again, whirling her hands, trying to take a solid shot at Pain's torso or head, trying to strike him with a disabling blow. Her hands moved with such speed that little was visible but the tracery of light blue chakra emanating from the fingertips. Pain was fast, but he wasn't that fast.

He jumped back, attempting to gain more distance, and Hinata took the moment of opportunity and lunged, her hand striking into the back of his right arm as he turned away from the blow. The Jyuuken shredded the tendons there, and the hand fell limp, losing any semblance of usefulness.

"Fool," he hissed, and he shot forward and buried a knee in Hinata's stomach with enough force to make the pebbles left by his attack jump up slightly.

Hinata was lifted into the air, her lungs empty, stunned. There was a moment where she seemingly floated, the world around her white with pain. Then, it slipped away, leaving her hollow and hurting.

As she began to fall, she caught a sight of Naruto over Pain's shoulder, staring at her and desperately trying to get up and fight. He couldn't muster the strength, and so slumped to the ground, his eyes slowly closing.

'No. Not like this.' She grasped the thought like a lifeline, the pain in her stomach dwindling even as the one in her chest grew.

'I haven't told him yet.'

In an instant, Hinata found her breath again and she struck out, a pointed hand taking Pain in the temple before he could retreat. She was rewarded for her efforts with a straight kick, this one directly to the chest, before she hit the ground. Hinata fell back, but regained her feet before hitting the ground, inhaling heavily as she tried not to vomit.

She trembled, but she wasn't done yet.

Pain stood, staring at her. His left eye was closed, though it attempted to flutter open sporadically: Hinata's strike had hit something, and now that side of his face was beyond Pain's control. It made him look rather unhinged.

There were no words for her. He just flew forward, and suddenly Hinata was on the defensive. Pain launched a blazing roundhouse kick, one that would have easily snapped Hinata's neck had it connected, and the Hyuuga bent backwards, standing her ground as her upper body went almost completely horizontal.

The kick flashed past her face, inches away. Just as fast, she snapped back up and struck out, a defensive punch aimed for the man's abdomen. Pain's other leg came up, and the punch cracked against his knee.

Hinata flinched as something in her left hand audibly snapped. She swept back, but Pain surged forward, taking advantage of her moment of distraction and landing a brutal kick to her kidneys.

Hinata braced against the blow, standing tall even as blood began dribbling from her mouth, and used the opening it presented her to dance her hand along the leg buried in her side. The tenketsu fell shut, and suddenly Pain's right leg was as limp as his left arm.

He hopped back, watching her, and Hinata doubled over in the same moment, unable to keep her composure.

"Hinata!" That was Naruto again. He still hadn't managed to rise. "Stop it! This is my fight! Just run! He's too much!" He sounded desperate. She didn't understand why.

She looked back at him, smiling weakly. The blood covering her teeth somewhat detracted from the smile's intended reassuring nature.

"Don't be silly, Naruto. Your fights are my fights, too. I'm not afraid anymore."

"You should be." Pain was standing awkwardly, all of his weight placed on his left leg. Hinata turned back to him, wincing at the feeling of her ankle and knuckles. She couldn't keep up such a pace for much longer. The man continued while she catalogued her injuries.

"Unlike you, I do not fight alone."

A familiar form in a black cloak adorned with red clouds leapt from the dust behind the man, appearing out of the small storm without warning.

There was no time for Naruto to yell. There was no time for Hinata to dodge. The Path, with hair that had once been long and flowing before being hastily cut and a small, arrogant smile, smashed its fist into her face before it had even landed. Pain watched, seemingly impassive.

Hinata flew back, crashing into Naruto and inciting a yell of pain from him, and sending both of them tumbling across the ground. The two Konoha shinobi ended up sprawled in the dirt, Naruto's body pinning Hinata's left arm.

The smiling Pain was there before she could free it, stepping down hard on her right hand, snapping fingers with an audible crack. She winced, glaring up at him while her Byakugan tried to activate itself.

She barely had enough chakra to manage it, so instead it subsided, and so did she: low on chakra, exhausted, and pinned to the ground, Hinata stilled, unable to keep fighting. She considered screaming, but didn't. If she were going to die here, she didn't want Naruto to know that she was a coward.

"Both of you, utter fools," the other man said, walking over to the prone shinobi. He sounded angry now. It was the first time Hinata had seen such a reaction from him.

"You fight until you can fight no more. No mind for backup, no conception of defeat. Though I'll admit-" as he spoke, Hinata saw, in the corner of her vision, another Pain walk out of the dust. It was the summoner, the one that had first arrived. It was missing a sizable chunk of its hip, its hair had several uneven cuts, and its arms and legs were covered in defensive wounds.

It wasn't bleeding, but it definitely looked damaged.

"-that this is surely the farthest that Pain has ever been pushed. Even Jiraiya did not manage to damage this Path. But now, it's over. You are done." Pain finished speaking, standing over Naruto and Hinata and staring down at them with his strange eyes.

"Shut up! It's not over till it's over!" Naruto said, propping an arm beneath himself, trying to lift his body off Hinata's arm. Once more, he couldn't find the strength, and fell back, groaning. There was dust in his eyes.

"And I assure you," Pain said, kicking Hinata in the side as she attempted to help Naruto free her hand, "that it is." The Hyuuga stilled, the air knocked out of her again, as Naruto's weight pressed down on her fractured knuckles.

For a moment there was only the sound of the wind, as Hinata gasped for breath and Naruto squirmed, trying to pull up some last dredge of energy to attack his opponents, who stared down at both of them.

"You'll be coming with me now, Kyuubi," the man suddenly said, and the one with the arrogant smile stepped forward. "As for you, Hyuuga, you have proven an… annoyance."

Naruto's eyes widened, but before he could even begin struggling again he'd been kicked off of Hinata. He struck the ground, all the aches and pains in his body multiplied a thousand-fold.

Hinata lay on the ground, a terrifying glare in her eyes as she stared up at the Akatsuki. The one standing on her hand bent down, his hands cradling her head.

"And I cannot tolerate annoyances. Say goodbye to your Jinchuuriki. It will be your last chance." The man's voice was far too calm for what he was saying.

Hinata turned her head, staring at Naruto who looked back, a disbelieving expression that would have looked hilarious in any other situation upon his face. He was just mouthing one word over and over again, without any air in his lungs to voice it.

'No. No.'

"Naruto." She smiled. "Stop it. It's okay. I knew this would happen. I'm ready."

'No no no no.'

"I just want you to know… before I go…" She bit her lip. "I did this… I do this… because I-" She choked on her own words, a spurt of blood falling onto the Pain's hands. "Because…"

'no'

"I love you."

Naruto froze, his eyes going even wider and his mouth snapping closed. The smiling Pain smile grew wider, and chakra lit up around his hands. The standing one, the primary body, spoke as if he wasn't watching an execution. "Now, Uzumaki, you will know pain."

Hinata smiled once more, at peace, and a boiling red crept across Naruto's eyes.

"You seem very confident the Nine-Tails won't escape you, Pain."

The man stiffened, turning his head and lifting his foot from Hinata's hand. He spun about completely, facing out towards the slowly settling dust cloud as a figure became clear through it, steadily drawing closer. The chakra around the Pain cradling Hinata's head died away, and he stood as well, facing the new arrival.

Naruto's eyes faded to their natural blue, and he gasped: he'd been seconds away from letting himself go.

"But I wonder: how good are your chances with me here?"

Itachi Uchiha stepped out of the slowly settling cloud of dust. Dried blood ran from his mouth and eyes, but he looked no more injured (though much dirtier) than he had when he had first arrived on the rooftop with Sasuke, less than half-an-hour ago.

"Impossible," Pain said, his voice filled with shock and a hint of genuine fear, as he stepped away from the Uchiha. Though his useless leg turned it into more of a hop. "You should be dead."

"Normally, you would be correct. But you did not account for two things, Pain. The first was Sasuke's companion. She healed me after her compatriots drove off two of your bodies. The second-"

He concentrated, his eyes tightening, and an enormous orange-red skeleton sprung up around him, cloaking him in whirling chakra and blowing away the last of the dust in the area. The skeleton quickly became clothed in flesh, and then massive, imposing armor. Pain stepped back, his right eye wide.

"-was the Susano'o." Itachi said, sounding as smug as Itachi Uchiha could possibly sound.

So, not very, really. More matter of fact than anything.

"Step away from Naruto. And the Hyuuga."

Naruto blinked. So did Hinata.

So did Pain. "Itachi? Why are you doing this?" Pain's eyes narrowed. "You want peace just as much as I do. Why are you committing this madness?"

Itachi actually seemed to think about the question even as the enormous chakra warrior surrounding him glared down at the leader of Akatsuki. After a pause, he answered.

"I want peace. That is true. I would like for war to cease, and for violence to become a thing of the past. And your vision, Pain… I do believe it could work. You could achieve peace. But-" and at this his voice became severe, "the price would be far too high. I know better than anyone that peace can be bought through the blood of innocents. But you would go too far. What you plan could spell the end of the world. I believe in humanity, and I believe in the shinobi way. Discipline; duty; family: I believe that we can find peace on our own, not have it thrust upon us by a man who would be a god."

Pain stared at the Uchiha. "How… You must be joking." he said, his face twisting in disbelief. He sounded… desperate. Imploring, even. "After what has been done in the world?"

He took a step forward, growing more animated. "After the wars, the Bloody Mist? After the wholesale slaughter that the villages have indulged in, time and time again?"

Itachi twitched.

Pain spoke faster, his eyes darting back and forth, his arms trembling with impulses they couldn't possibly carry out. His mouth refused to open all the way on the left side: the resulting slight slur in his speech only made him seem deranged. "Itachi, listen to me. My plan will work. And I am the only one who can carry it out. You can't just-"

"You are wrong," Itachi stated simply. "There are others. There are plenty who have tried to save the world, and there are plenty who will try again. You've been fighting one, in fact." He gestured at Naruto who, with Pain distracted by Itachi, had finally managed to climb to his feet and was laboriously making his way towards Hinata, intent on helping her up.

Pain laughed, a choked sound. "This? A Jinchūriki! A repository of a demon that is comprised only of hate and death! He will save humanity from itself? He can't even save himself, much less his friends!" Naruto had finally made it to Hinata, and was helping her to her feet. She clutched her side, and he slung her arm over his shoulder, doing his best not to jostle her broken hand.

"Once more, you are mistaken. In fact, I believe Naruto could have ended this fight anytime he wanted. I wouldn't be surprised if he were about to, actually."

Pain froze. "What?"

Itachi shrugged. "If he had released the Fox, he could have easily won. No man, even you, could stand against the power of the Kyuubi alone. But Naruto did not use the Kyuubi, as you plan to, because defeating you with it would have released an even greater terror upon the world. That kind of devotion, that kind of self sacrifice, is why I believe that humanity has a chance at peace."

Pain was speechless. So was Naruto: he couldn't believe that Itachi had known that. It was as if the man could read his mind.

"Now. I have a proposition for you, Pain."

The leader of Akatsuki focused on Itachi, three sets of eyes narrowing.

"You leave here: without the Kyuubi, and without hurting the Hyuuga. Do so now, and I will not attack. My Susano'o will crush you, weakened as you are. And even if you escape it, I do not believe you could do the same of the Amaterasu. So please, consider this an armistice. Depart, and take up your quest for peace later."

"I… you can't." The man sounded almost sad. Terribly sad, and disappointing. "Please! Think, Itachi! Peace is within-"

"No." Itachi voice was flat, final. "Leave now. You will have your chance at your "peace" later. Today, it is not within reach."

Pain growled, an inarticulate sound filled with such fury and such despair that it was almost physically painful, and the body with an arrogant smile charged, a piece of metal flipping into its hand.

"Very well," Itachi said. He made no move to dodge, and the Susano'o rushed forward, a fist swinging down to crush the Pain. The orange-haired man leapt to the side, neatly dodging the attack, and continued his charge. The Rinnegan and Sharingan met, staring at each other. Pain tensed, expecting another genjutsu. The body behind him ran through signs, getting ready to summon something.

What happened next surprised everyone present. There was no preamble, no warning.

The face of the Pain that was charging at Itachi burst into black flames. The man took another step forward, and then fell. His body crashed to the floor, sliding across the dust, and the Amaterasu ate away at its head. A moment later, there was nothing left but ash. Itachi just watched.

Both of the Pain's stared. Itachi looked up from smoldering body, blood steadily running from his right eye.

"I am not," he said, perfectly calm, "going to let you take my brother, Pain. And I am not going to let you take the Nine-Tails. I have a set of replacement eyes already: there is no reason for me not to wear out these right now."

Pain grimaced, and behind him an enormous puff of smoke shot up. A centipede slithered from it, the Rinnegan shining in its eyes. "And I," the man shot back, "will not surrender when my peace is so close!" The centipede scuttled forward, rearing up.

Itachi made no blatant move. Instead, the Susano'o took action for him once more. An armored gauntlet swept forward, grasping the centipede by its head. Another hand emerged from the Susano'o's midsection, and took hold of the centipede's tail.

The summon was ripped in half, each piece of it flung away before disappearing in a puff of smoke. Pain watched, gritting his teeth. His other body stayed behind him, twin pieces of metal sliding from its sleeves into its beaten hands.

The Susano'o moved forward, and in response, Pain lifted the one arm that he could, the wrist limp. "You leave me no choice, Itachi," he said.

"Banshō Ten'in!" An invisible force rippled out, grabbing hold of the blurred form within the Susano'o. Itachi was ripped away from the chakra construct, flying towards Pain. The body that could still use both legs leapt forward, over Pain's head.

It drove its poles forward, skewering the Uchiha through his shoulders, driving the black metal deep.

There was no blood. Itachi melted away in a swarm of cawing crows. The swarm flew forward, pecking and attacking the body that had stabbed at them. Pain snorted.

"Of course. Another genjutsu. Against me, that-" He froze as he felt a kunai press against his neck.

"You're right, of course." Itachi said. "Against you, genjutsu normally would be negated. I understand now: your bodies don't just have the same eyes. They share them as well. That's why my first genjutsu failed against you. However-"

The kunai pressed in slightly. If Pain had been alive, it would have drawn blood.

"In your battle against Naruto and his companions, some of your bodies were destroyed. You only had three left. Three lanes of vision, which I reduced to two with the Amaterasu. Not something I would be able to do more than once, but that didn't matter. It's as easy to cloud two sets as eyes as it is one."

Pain sighed. The Uchiha had tricked him. He didn't know when the genjutsu had been placed on him, but he now realized it was obvious. The Kyuubi and Hyuuga had vanished. He and Itachi were alone on a plane of dust.

"Now what, Itachi?" he asked. "You can't hope to beat me now. Or do you really believe you are faster than my jutsu?" The Akatsuki's leader gave the Uchiha a flat, grim smile. "I would think that I've proved you're not."

"Again, you are right, Pain," Itachi said. "I couldn't hope to be faster than your jutsu." He returned the man's flat smile with a humorless grin. "But ask yourself: do you think that your jutsu is faster than my eye?"

The dust blew away, and reality snapped back. Pain was kneeling, his remaining leg having failed him. Itachi Uchiha stood before him, staring down, the Mangekyō Sharingan obvious in his eyes. Trails of blood ran from both of them. The ribs of the Susano'o, its armor and flesh dissipated, floated around him.

Pain's other body, which till then had been meandering about, convinced it was trapped in an endless storm of dust and crows, snapped its head towards the Uchiha, but made no move to attack.

The leader of Akatsuki and the Uchiha stared at each other for a moment, both all to aware of the suicidal situation they were in.

Itachi knew that Pain's gravity jutsu was as fast as thought: with it, Pain could easily crush him into the ground. Even the Susano'o would only buy him a momentary safety: there wouldn't be much stopping Pain from simply striking him again while he was down.

But the Amaterasu was as quick as sight, and the sickles of the Mangekyō were already spinning: the slightest twitch of impulse from Itachi, even as he died, would burn Pain to ash.

"Go. This is your last chance." That was the voice of a man who had killed his entire family in a single blood-soaked night. It was a sound that could chill the dead.

There was a moment of silence as Naruto and Hinata gawked at the results of what, to them, had looked like an extremely short battle. After Itachi had ripped the summon apart, the summoner itself had begun flailing, whilst Pain had fallen to his knees, talking to himself.

Pain stared up, his face twisted in frustration. Finally, he nodded.

"You know I will need to stop you now, Itachi." He sounded almost regretful.

"I know. I would prefer you not, but that has become inevitable now." The Uchiha sighed. "What a mess. Perhaps, if there were another way…"

Itachi paused, for once something like compassion appearing in his eyes. "Listen to me, Pain. The next time we would meet, I will be far, far more powerful. It will be best for both your interest..." He sent the man a meaningful look. "And Madara's for you not to approach me yourself." The Susano'o flared. "And if you would, tell him I wish to settle something with him personally."

Pain hesitated, and nodded again. The other cloaked man, the summoner who had originally brought the party to what had once been a town, looked up at the sky… and fell, like a puppet with its strings cut.

He crumpled to the ground, and did not stir.

For the next minute the only remaining Pain knelt there, completely still. His face twisted in concentration, before suddenly relaxing. He turned his head, looking over his shoulder, his only functioning eye staring right into Naruto's own.

The Rinnegan narrowed until only one of the rings was completely visible.

"Next time," he said, and vanished in a puff of smoke.

Hinata and Naruto watched him go, completely flabbergasted, before they both looked towards Itachi, who was staring into the cloud of smoke where Pain had been, his Sharingan still whirling.

After a minute, he nodded, satisfied. Then, Itachi collapsed to his knees, the Susano'o around him melting away, leaving him in a ragged cloak on the dusty ground, blood steadily dripping from his eyes. He looked like he was about to begin dry heaving. Then, he fell flat, passed out.

"Wow," Naruto muttered. Hinata nodded mutely, before her eyes began to flutter closed. Naruto's followed a moment later, and then both the Hyuuga and the Jinchūriki slumped to the ground, just as gone as Itachi.

---

Sai was the first person to arrive at the center of the dust storm, his ink hawk landing next to the still bodies of Naruto and Hinata. Sakura arrived soon afterwards, dragging Kakashi, with Kiba and Akamaru limping behind her: she'd sought them out before heading towards Naruto, her medics training overriding her instincts to help her friends.

Shino found the growing group just a minute later, staggering in, his Kikaichū guiding him there with unerring accuracy, which his concussion kept him from capitalizing on.

Yamato arrived around the same time, in much the same state: he was extremely woozy, barely awake, but some of his Mokuton roots had survived the blast, and he'd used them to zero in on the Jinchūriki's position.

When they had all arrived, they were left to contemplate the strange sight they had (sometimes literally) stumbled upon: Naruto Uzumaki, unconscious and drooling, halfway on top of Hinata Hyuuga who was just as out of it, a small smile on her face, an orange-haired body still on the ground not ten feet from them, and Itachi Uchiha, not much farther away, sprawled out facedown in the dirt.

Sakura wished she had a camera. The sheer surrealism of the moment wasn't something she thought she'd be able to explain: it had to be seen.

She settled for bending over Naruto and waking him up with a slight tap.

"Wuh? Bwaight, wus' goin'…" Naruto mumbled, slowly waking up. Suddenly, his eyes shot open, and he became very, very aware of two things: one, Sakura was staring at him with a concerned look in her eyes, and two, he was still mostly on top of Hinata.

He shot to his feet, or tried to: as tired as he was, it mostly turned into a halfhearted flop that landed him on his side, no longer pinning Hinata.

"Sakura!" he said, somehow managing to sound enthusiastic even as his body screamed at him to get back to sleep. His face burned: though he couldn't see it, there was a spectacular bruise imprinted across the length of it. "You're okay! Is everyone else-"

Sakura wordlessly gestured behind her, and Naruto found the rest of the team standing there (except for Kakashi, who was just as prone as he was).

He smiled; there was a flare of pain as his face stretched with the motion, which he ignored. "That's fantastic," he said.

"Naruto," Sakura said, doing her best to sound stern but failing miserably. She was just too relieved. "What happened here?"

Naruto told her. How he had fought Pain, but been outmatched. How Hinata had shown up at the last second, but that she had been overpowered when more of Pain's bodies had arrived. How Pain had stood over them, lecturing them about their failure.

"And then Itachi showed up!" he said, sitting up as more of Sakura's chakra played over his back. She didn't have much left, having healed Kakashi and Kiba (as well as Akamaru) of their most pressing injuries before arriving, and Hinata's hand when she had, but she knew that even with the Kyuubi, it would be stupid to not at least try to help whatever injuries Naruto had sustained.

Hinata was helping Shino and Yamato while she and Naruto talked: she didn't have much more chakra then Sakura, but every little bit helped.

"Itachi showed up?" she asked, trying to figure out what the jutsu was telling her. Apparently, Naruto's spine was broken: except it clearly wasn't, because he was still moving around.

"Yeah. He and Pain talked for a little, and then he chased him off with this amazing jutsu. This huge skeleton came up around him. It was freaking awesome! And fast! I wonder what-"

"It is the Susano'o. The ultimate defensive jutsu."

The Konoha ninja turned, and stared. Itachi was slowly rising to his feet. Sai, who had assigned himself to watch the fallen man, started: up till then, the Uchiha had shown no signs of life. He hadn't noticed the finger that had pointed at him nearly a minute before: the genjutsu had been too subtle for him to perceive.

The Uchiha finally managed to stand up straight. He looked horrible. His front was caked in dust; on his face, a trail of dirty blood ran from under his left eye, cutting a path through the filth. The eye from which this trail ran was milky, more cataracts than iris: it was clear it was mostly or entirely blind.

"Itachi," Naruto said, trying and failing to sound polite. It was strange to think that this man had saved his life. "Where's Sasuke?"

"He should be here soon, unless Karin goes back on our agreement. There's still something I need to address with him. And with you, Naruto."

"W-what? What do you need from me?" Naruto was slightly intimidated. If Itachi was going to be leaving the Akatsuki, what would he need from him?

"I gave you something, earlier today, as a contingency. I need it back." He gestured, a spike of chakra falling over Naruto, and the blond gagged, suddenly feeling something in his throat.

He choked; retching, and something black with feathers emerged from his mouth. Naruto spit, desperately trying to get it clear, and with a final effort it fluttered free, flying towards Itachi and alighting on his shoulder.

There was a moment of silence as everyone stared in shock, before Kiba summed up what all of the Konoha ninja were thinking.

"What the fuck?"

Itachi shrugged, the bird still riding his shoulder. "A failsafe," he said, as if people threw up crows everyday. "In the event that Sasuke truly had become more powerful than me, but not more so than Madara Uchiha."

The bird turned towards the group, and they all saw the single Sharingan eye, shaped like a circle with four tangential blades, whirling in a socket just a bit too small for it. "My final solution. Fortunately, I did not need to use it, which is why I need it back: the power of the Kotoamatsukami is far too dangerous to leave in most hands."

"And your own?" Sakura asked. "Your hands aren't most?"

"Of course not," Itachi chided. "In a perfect world, I'd have no more business with it than anyone else. But I may need it before these troubles are done."

"We can't just let you go, you know," Yamato spoke up. "As much as we appreciate you saving Naruto, we will need Sasuke's eyes back."

The fact that this man had pulled Sasuke's eyes out of his head, masked by the relief of the battle's end, abruptly occurred to Naruto. "Hey, yeah! You better give those back!"

Itachi shook his head. "I don't have them. I gave them to Kisame for safekeeping before the battle. And even if I did," his eyes flashed, and Naruto took a step back, "I would not. They are necessary."

"Necessary for what?" Naruto growled.

"My plans."

"Yeah, Itachi. Your nebulous, oh so mysterious, rarely shared plans." A new voice came from the dust, followed by its owner. Kisame Hoshigaki strode out of the dust, his sword slung over his shoulder. He was grinning, that inane smile that still managed to look dangerous on him. Probably because of all the shark-like teeth it contained.

"Kisame. Glad you could find me," Itachi said, as if he'd been expecting this the entire time. Perhaps he had.

"Well, I had to come back, Itachi. Either to return these, or to swear to our leader that I had nothing to do with you going crazy and attacking him." Kisame said, tossing a distinctive jar to the Uchiha, who caught it without looking and slipped it into his sleeve.

"Actually, he attacked me first," the Uchiha said calmly. Naruto stared. Was the guy… joking? Did S-ranked missing-nin make jokes? Orochimaru hadn't. Kakuzu hadn't.

Well, Orochimaru was generally really creepy, which he supposed could be his way of being humorous.

Naruto shook his head. That kick to the head must have hit him harder than he thought. He refocused on the two S-ranked ninja that were in front of him, instead of the one that was in the past.

"Ah. My mistake." Kisame looked over at the assembled Konoha shinobi. "So, what're we doing with them?" He said, swinging his sword down in a vaguely threatening gesture.

"Leaving them," Itachi said, his voice sharp. "We have what we came for."

"You have what you came for," Kisame pointed out, sounding reasonable. "I didn't get anything out of this little experiment."

Itachi turned to look at his partner directly for the first time since he'd arrived, his face serene despite its appearance. "I didn't ask you to follow me, Kisame. If you want, you could leave right now."

The shark-like man stopped smiling for a moment, his sword dropping, before he regained his mood. "You keep saying that, Itachi. All right: I'll follow a while longer. Just keep in mind…"

"Yes, I know," Itachi said. "Do me one more favor, Kisame. Go find my brother: he's somewhere nearby. Bring him here. There's one last thing we need to discuss."

Kisame shrugged, and then leapt off into the dust, leaving Itachi and the Konoha ninja staring at each other. The crow on the man's shoulder picked at its wings.

Sakura idly wondered if she could overpower Itachi. Sai thought much the same thing.

Both immediately stopped their lines of thought when Itachi's gaze shifted to Sakura, his Sharingan slowly spinning.

Sakura knew without a doubt that the Uchiha knew exactly what she was thinking. Sai, on the other hand, saw in those eyes the kind of strength that would leave all of his new friends dead in the dirt.

There was an awkward silence.

Kiba broke it. "So, are you and him, like…" He stared at Itachi expectantly.

Itachi stared right back, emotionless. "Like what?" he asked.

Kiba looked a little shaky. "Oh, you know, like…" He made an obscene gesture with both hands and three fingers. Less than a second later, Sakura slapped him hard enough to produce a visible wave of air: the Inuzuka flopped to the ground, a hand mark rapidly forming on his face.

Itachi watched the whole thing without a change in expression. Sai, thinking that he hadn't understood what Kiba had been trying to ask him, stepped forward and opened his mouth. Naruto tackled him from behind, his hands trying to cover Sai's mouth.

They struggled on the ground for a moment before unnatural wood wrapped around them both, separating and securing them… as well as covering Sai's mouth, keeping him from speaking. Naruto sent a grateful smile to Yamato, who merely nodded back, exhausted.

Moments later, Kisame returned, Sasuke held under the arm not hefting Samehada. He stared at the state of the Konoha ninja, and then turned to Itachi.

Itachi just shook his head. The message was clear.

'Don't ask.'

Kisame opened his mouth. Closed it. Shrugged. He set Sasuke on his feet before his brother. At the same time, Yamato released Sai, who thankfully remained silent.

Sasuke looked a little distant, but not nearly much as he had been before the start of the battle. Itachi looked into his eyes; or at least, the place where his eyes should have been. It was clear that the older Uchiha was placing some sort of genjutsu over the younger.

"Sasuke?"

"Yes, Itachi?" The younger Uchiha's was sluggish, but clear.

"There is one last thing I need you to do. I need you to release Orochimaru's chakra. It needs to be free of your system." Itachi's voice was calm, but demanding.

"I can't do that. I need him to kill you." Sasuke paused, looking puzzled. "And anyway, if I do, he'll take my body over: he's been waiting to for a long time."

Itachi nodded, though Sasuke couldn't have seen the motion. "I thought so. Can he hear me?"

"Sure." Sasuke shrugged. "He's mostly aware of whatever I'm doing: that's what happens when the body-switch backfires."

Naruto, watching intently, twitched severely, for two reasons.

The first was he realized how close he'd come to losing his friend, again, to Orochimaru.

The second was the fleeting impression that Sasuke was like him now: containing a malicious prisoner, one that was apparently very aware of what was going on outside his prison.

"Very well," Itachi said. Then, speaking in an imperious voice. "Orochimaru. My brother will release you in a moment. You will not attempt to take over his body; you will not attempt to fight me. I still have more than enough strength to put you down for good. You will leave him, and then you will leave here."

Then, he looked back at Sasuke. "Sasuke, do it."

The boy shrugged again, and then there was a moment of calm.

The curse seal on the nape of his neck bulged, turning a sickly white. Sasuke fell to his knees, screaming, while Itachi watched impassively and Kisame grinned. Naruto took a step forward, before a flash of pain reminded him that even with the minor healing Sakura had given him he couldn't hope to fight effectively at the moment.

The bulge slowly resolved itself into something vaguely human, which continued to emerge from Sasuke's neck. Soon enough, individual features started to become clear: a flat, slit nose, a wide, smiling mouth. And narrow yellow eyes, with vertical pupils.

There was a chuckle. "Itachi, you have always been so civil. But tell me…" Orochimaru said, finally completely sliding from Sasuke's kneeling form as he once again fell unconscious, the strain of losing so much chakra, his eyes, and the genjutsu's compulsion finally getting to him.

The man was completely naked, but his body was without form: just slimy, pale flesh, with nothing in the way of mark or identification.

"Why would I want to stay in Sasuke's body? Without his wonderful eyes, he is useless to me."

Naruto trembled, but didn't say anything. He wasn't sure if Itachi would defend him from Orochimaru as well as Pain, and he certainly wasn't in any shape to fight him.

"Yes," Itachi said. "Yes he is. I suppose you will be coming after me now?"

Orochimaru gave a small laugh. "Of course not, Itachi. I've learned my lesson. I learned it years ago. Now, I don't suppose you actually will be letting me go?"

Kisame chuckled. Itachi just gave out a small smile. "Of course not, Orochimaru. I too learned my lesson years ago."

The Susano'o snapped up around the Uchiha, armor forming in a second. A jar, held in the monster's right hand, sent a beam of light into the air and a second hand caught it, forming a shimmering sword of pure chakra.

Orochimaru gave a sickly smile. And then ran.

It wasn't really running. It was something between slithering and sprinting: he made his way along the ground, sliding, his body elongating like a true snake's. By the time the Susano'o's sword was fully formed, Orochimaru was already a hundred feet away, and getting farther every moment.

"You should not have gone after my brother." Itachi said, though the Sannin couldn't possibly have heard him, and then the "sword" lanced after the fleeing snake, spearing through him with impossible speed.

Orochimaru's flesh began to slide back into the blade, melting towards the container the Susano'o held. But even as the body melted into the chakra spearing it, it split and dissolved, becoming hundreds of white snakes that all slithered rapidly for freedom.

"Amaterasu."

Black flames sprung into being atop the fleeing reptiles, melting them into stains on the dusty ground. Hundreds died in the second Itachi stared with a bleeding eye, before he was forced to shut it in a moment of pain.

Unbeknownst to Itachi, or anyone else watching, a single snake escaped the holocaust of black flames, sliding into a crack in the earth while its brethren burned. It would not emerge until nightfall, and then it would journey north, towards the Land of Stone.

Itachi sighed, satisfied, and once more the Susano'o gradually disappeared. He glanced at his fallen brother, and shook his head.

"It's for the best," he muttered, looking back at the stunned Leaf ninja. Before any of them could say anything, he spoke up.

"Sakura," he said.

The pink haired girl stared at him in shock. What could he possibly want with her?

"Y-yes?" she asked. The show of strength, particularly the Amaterasu, had unsettled her.

"You are a medical ninja, yes?" Itachi asked, giving her a look that seemed all seeing despite the fact that his eyes were rapidly moving from onyx to milky. There was more cataract than iris in the right one.

"Y-yes… I mean, yes, I am."

Itachi smiled, the most unguarded look that anyone there had ever seen. "Perfect," he said.

He gestured at her, a beckoning flip of the hand. "Come here. I'll need your help with something."

Sakura glanced at Naruto, who just shrugged back. If Itachi wanted to kill them, there was nothing they could do to stop him. She might as well listen to him.

She stepped closer, getting with a meter of the older Uchiha. As she did, he reached into his sleeve, and pulled out a familiar looking jar. The crow stared at her the entire time with its oversized eye.

For a moment, Sakura grew excited. Itachi was going to return Sasuke's eyes! But then, she noticed something: this jar was empty. She looked up at the older brother, a questioning look in her eyes.

"Hold this," he said, pressing it into her hands. She did, staring at both him and it without comprehension. What was-

Itachi stepped back, and one of his hands went up to his face, settling claw-like over his left eye.

'No way.'

There was a slick popping noise, wet and loud, and Sakura turned green. Behind her, she heard Naruto yell in surprise and Kiba curse loudly. Kisame Hoshigaki flinched.

Itachi shook his head slightly and stepped towards her, his clenched hand held out expectantly. Sakura, trembling, undid the lid of the jar he had handed her, opening it up and placing it under his hand. He opened his palm, and something dropped into the yellow fluid in the jar.

An eye. His eye.

"Thank you, Sakura. However, this next one will require a bit more cooperation; I won't be able to place it in the container myself. You'll have to take it from me." Itachi said, apparently perfectly calm despite the thick, almost black blood pouring from where his right eye should have been.

Sakura felt like screaming. Nothing she had ever done under Tsunade had been anything like this. People weren't supposed to just mutilate themselves and act like nothing was happening.

Itachi's hand came back up, shaking slightly. There was another popping noise, and Sakura heard someone behind her make a vomiting noise. She couldn't tell who it was: she was too busy trying not to do the same herself.

The hand came back, clenched once more, and this time Sakura placed her own hand under it. Something wet and squishy fell into it, and she moved it towards the jar.

'Don't look at it don't look at it don't look at it.'

She opened her hand and something plopped into the liquid, and she gave a relieved sigh. Fumbling with the lid, she secured the opening, sealing the jar up once more.

She stepped back, feeling faint. Itachi Uchiha just looked at her with empty sockets.

"Thank you, Sakura. That was very helpful. Please, don't misplace those: they will be rather important to Sasuke," he said, and then he turned towards where his partner had last been. "Kisame. It's time we left this place. Let's go."

The enormous Kiri-nin walked over to the Uchiha, grabbing his arm in an iron grip. Then, they both vanished, taken away by the blue man's shunshin, leaving the assembled Konoha ninja gaping at where they had once been, and Sasuke unconscious on the ground.

There was a moment of silence. Kiba opened his mouth to say something.

"So." A lazy voice snapped the shinobi from their astonishment, and shut Kiba up. They all spun around to find Kakashi stretching on the ground, a content expression on what little of his face was visible. He'd finally woken up.

"What'd I miss?"

---

About fifty miles away, in the tallest tower in the Village Hidden in the Rain, a gaunt, red haired man, his lower body ensconced in an enormous machine of strange black metal, let his head slump with a long, pained sigh.

Blood ran from his nose, but he didn't raise his hands to wipe it away. He couldn't: his hands were just as encased as the rest of his lower body, fastened to the great hunk of chakra conducting metal that had kept him alive for the last fifteen years.

An origami crane, its construction so perfect it almost seemed unreal, alit upon his upper lip and wiped away the blood with delicate swipes of its wings.

"Nagato?" It was a soft voice, in contrast to its owner. The woman that attended the red haired man could be called many things, but soft certainly wasn't one of them. Her features, which had once been smooth and warm, were now severe, weighed upon by years of cold rain and colder deaths. Her mouth was turned down in a semi-permanent frown.

Nevertheless, her golden eyes were warm: spiting her face, they made it clear how much she cared for the man she addressed.

"I… I couldn't do it, Konan." Nagato's voice rasped like sandpaper. His chest heaved, and his arms trembled with effort. He closed his eyes, hiding the distinctive purple of the Rinnegan, and spoke again, sounding unbelievably tired.

"I wasn't strong enough. The Nine-Tails… the Nine-Tails escaped." His voice wasn't just tired now. Now, it was filled with self-loathing, heavy and violent.

"It's okay, Nagato. It's okay. Madara warned you about the distance. You knew…" Konan trailed off. Intellectually, both she and Nagato had known that the distance from Amegakure had been an issue. That it would weaken the Paths.

But neither of them had truly believed that Pain would fail.

"It is not okay." There was the self-loathing again; coming from such a pitiful form as Nagato's, it only cut deeper into Konan's chest. "It had no guard… it was far from its Village… it was the perfect opportunity," Nagato finished.

"Peace was within my grasp. And I failed." There was more pain in those words, more suppressed agony, than all the years Nagato had gone through had ever drawn from him.

Konan suddenly stiffened. "Nagato, what about-"

"Yahiko is fine," the emaciated man assured her. "Itachi Uchiha demanded he retreat." Nagato's lips quirked into a small, grim smile. "He allowed that, at least."

Konan sighed in relief, and as she did, Nagato straightened up, his back audibly cracking. He'd been hunched since his Paths had engaged the Kyuubi, all of his attention devoted to controlling them over the sizeable distance.

"I had to leave one of the Path's behind to bring Yahiko back," he said, his voice becoming more business-like. The loathing was gone: though Nagato's body was weak, his strength had returned nonetheless.

"I don't doubt that the Nine-Tail's comrades will bring it back to their Village for study," he said, opening his eyes once more. "However, Pain's secrets have already been exposed. There won't be much more they can pull from that body." He mused.

Konan spoke up, her moment of worry forgotten; her voice was once more severe as her face. "The attack upon Konoha is no longer practical then. With your techniques known…"

"Yes," Pain agreed. "Even if I moved closer to the battlefield, the strength of Konoha's ninja is not to be underestimated. Today taught me that, if nothing else. The Jinchūriki, two jōnin and five chūnin, and they tested Pain like nothing has. To attack the Village now… it would not go well."

"There's only one thing to do then," Konan noted.

"A trap," Nagato responded. He had known Konan for over thirty years: it wouldn't be an exaggeration to say that they knew each other better than they knew themselves. And if there was anything Nagato knew about Konan, it was that she loved traps.

"Exactly," the blue-haired woman affirmed with a nod. "Bring the Nine-Tails here, somehow. You know Amegakure better than anybody: the battlefield would be far in your advantage. With me supporting you, success would be far more likely."

"Risky, though," Nagato said. "If Jiraiya-sensei-"

"I trust Madara to uphold that, at least." Konan said, her face flat. Both of them knew that she did not, in fact, trust Madara in the slightest. But even Konan had to admit that the ancient Uchiha was rather good at killing people.

"At any rate, we would have to bring the Nine-Tails here. And without the support of Konoha," she continued. "More ninja would only bring trouble."

Nagato thought in silence for a moment, his breath rattling. Konan suppressed a wince. Her oldest living friend had pushed himself harder today than he ever had before, and they had nothing to show for it.

"We'll need a hostage," he decided. "Someone to lure Naruto Uzumaki in. Someone that he alone will feel the need to retrieve."

Nagato Uzumaki smiled then, a teeth-baring grimace that revealed dried blood under his lips and narrowed his Rinnegan.

"And I have the perfect one in mind."

---

AN: I have two apologies to make. Firstly, sorry this thing was so long. I couldn't find a good place to break it in two, and trust me, if you have any idea of how I could do it, I would certainly consider it.

Secondly, my apologies if the thing with Orochimaru seemed a little quick. Don't worry: if it wasn't obvious, he's definitely going to be back. At least now, he's out of Sasuke.

The same goes for Pain: I didn't want him to just exit stage left, and I hope you'll forgive me for that. But by that point, everyone involved in that fight (especially Pain himself) was completely exhausted, limbs crippled, low on chakra… it just wasn't going to be an exceptional battle no matter what.

I hope the rest of the chapter made up for it.

This chapter went through many revisions. Originally, Naruto did go Kyuubi and fight off Pain, destroying the Deva Path (and severely injuring Hinata in the process), but I changed it for three reasons.

One: it was far too close to canon (and I didn't want to take out Hinata just yet).

Two: It gave Itachi almost nothing to do. I wanted him to actually confront Pain at least once, because conversations between them are fascinating (to me, at least).

Three: If the Deva Path were killed... if all that was left of Yahiko was destroyed... Nagato would go CRAZY. And I don't want my story being that grim. Can you imagine an enraged, unfettered Nagato? Brrrr. As it is, I'll need to come up with some new bodies for Pain to use, since all of the Path's except Deva got killed.

But I won't lie. This chapter was so much fun to write. I just stuffed as much fight into it as I could, and then beat the shit out of anyone who got in the way. Just about everyone in this chapter got pretty fucked up at one point or another ('cept for Gamakichi, cause he's awesome).

Also, I used another filler jutsu: the Toad Flame Oil Bullet. Naruto melds his Futon style chakra with Gamatatsu's oil, and then Gamakichi catches the whole thing on fire. People say the Rasenshuriken is deadly, but holy shit, this thing decked a Tailed Beast in one shot. Naruto has an army killer on his hands there.

Sorry for the long note. Thanks for reading! If you liked the chapter, leave a review: seeing one always brightens up my day.

Serendipity, out.

Edit: Version 1.5 uploaded. Pain brought in line.