(And I'm back with my next installment. Had to focus some time into my Ben 10 crossover since I was nearing it's finale. And now with it complete I can get right back to here. Hope you enjoy.)

Out in a forest close to Konoha, Naruto was meditating on top of a rock in a pond by the waterfall. As he meditated, many forest spirits made themselves known and gathered around the Avatar as he meditated.

As Naruto was letting go of all his doubts and worries while meditating he was truly able to relax and focus his mind. Suddenly the wind blew around him as if it were trying to tell him something. Suddenly his eyes flew open and he stood up. The spirits were curious, until he spoke to them.

"You guys better make yourselves scarce. Something bad is coming this way." Naruto warned the spirits who vanished. Naruto looked in a direction deep into the forest knowing where the trouble was coming from.

Meanwhile further into the forest, the Sound Five were on their way to Konoha, "So you all remember the plan?" Kimimaro inquired from his partners.

"Of course. We find Naruto, wear him down long enough for us to unleash our full power on him and destroy him." Kidomaru explained.

"Couldn't be simpler." Sakon added.

"But what if he takes away our jutsu like he did to Lord Orochimaru?" Jirobo asked in worry.

"With a shitty attitude like that, you'll be the first one to go." Tayuya snuffed him.

"Knock it off!" Kimimaro ordered, as they shut up.

They continued on until Kimimaro held an arm out and they stopped in their tracks, "What's up?" Kidomaru asked.

"We're here." the head of the Sound Five answered.

"What do you mean 'here'?" Jirobo asked.

"He's in our midst." Kimimaro replied, as the group got ready.

They waited for a moment to strike and suddenly saw shots of fired launched at them from all directions.

"Look out!" Sakon called.

Jirobo slammed his hands to the ground, "Earth dome prison!" he overturned a portion of the earth and created a dome around him and his comrades to shield them from the firebending assault.

He undid the dome, as they saw Naruto standing in one tree with four clones standing in another each, "Clever move." Naruto admitted.

"So that's him, huh?" Kidomaru crossed his upper set of arms.

"No mistaking it." Kimimaro squinted his eyes.

Naruto observed them, "I recognize you five. You're the ones who helped Orochimaru get away."

"You are correct. I am Kimimaro. This is Jirobo, Sakon, Kidomaru, and Tayuya. We are the Sound Five. Lord Orochimaru's top fighters."

"So you're the best Orochimaru has to offer? This is sure to be a challenge." Naruto smirked.

Kidomaru frowned, "Don't be acting all smug here. You may have taken Lord Orochimaru's jutsu, but we're here to make you pay for that."

"You five think you can stop me when you saw I could take away Orochimaru's jutsu?"

"Shut it, you shit," Tayuya cursed, "Five of us against you is more than enough."

"You realize you just admitted you need five in order to defeat me. What's the matter can't do it yourself?" he taunted.

Tayuya growled, as was about to attack, only for Kimimaro to hold her back, "Tayuya, don't be reckless. He's just trying to get underneath your skin."

"I know. And it works!" she glared at Naruto.

"How is your douchebag of a boss doing these days?" Naruto wondered.

"Because you took Lord Orochimaru's jutsu he could no longer stay in his last vessel, and had to transfer into another." Sakon answered.

"I see. Well, that's what happens when one tries to crush someones village."

"Enough of this idle chatting. Let's just kill the bastard already." Tayuya said, as she whipped out her flute.

"I'm with you." Jirobo agreed, as the five got ready to fight.

Naruto looked at the five before turning to his shadow clones, "All right, boys. Let's bust some heads." they jumped down from the tree and started fighting with five on five.

As the real Naruto fought Kimimaro, the four clones were fighting the other four. Naruto was using his hand to hand skills to dodge Kimimaro's strikes, as the white haired shinobi spoke.

"You may be the Avatar, but you're not the only one here who's special." popping from his palms were his forearm bones making it look like he was wielding blades.

"What is that?" Naruto asked.

"I am of the near extinct Kaguya clan. My clan has had the ability of manipulating and regenerating their bone structures. But under Lord Orochimaru tutelage he taught me how to use my bloodline in ways my family never could." he went at it with Naruto trying to slice him.

When Naruto dodged a blow he saw one of the bones cut through a boulder perfectly, "What the?"

"Also, my bones become solid than steel making them more deadly than any blade."

"Well, that complicates it." Naruto said, as he continued to engage the bone shinobi.

As Jirobo fought one of the clones, he was using his earth style element, "I'll squash you like an insect!" he ripped a chunk of earth from the ground and it formed into the size of a mausoleum and threw it right in the direction of the clone.

The clone used Earthbending to shield himself inside an earth dome. After the chunk of earth crashed onto the dome, the clone emerged unharmed.

"Good move, but my Earthbending won't be defeated by your earth jutsu and strength." he used Airbending to propel himself at Jirobo. The big ninja was trying to grab the clone, as the clone itself was dodging.

Kidomaru was facing against another clone. Suddenly he spat out a huge spiderweb right at the clone. Naruto's second clone quickly used Airbending to blow the web away from him.

"Did you just spit a spiderweb out of your mouth?"

"It's my specialty. And I'll trap you in one like an insect." Kidomaru spat a stream of web at the clone.

The clone once again used Airbending to propel himself away from the incoming web, "Well, just like the spider I'm gonna squash you flat!" he started Earthbending rock chunks at Kidomaru.

The third clone was facing off against Sakon, while Waterbending water from the pond the real one was meditating by.

Sakon was jumping around while avoiding the water whip attack, while the clone Naruto used another stream of water to attack from behind. To his surprise, Sakon dodged the one from behind as if he knew it was coming.

"How'd you dodge that?" the clone inquired.

"Because I literally have a second pair of eyes on the back of my head." Sakon answered.

"You what?"

"See for yourself." Sakon spun around to reveal another head was behind his own.

"Surprise!" the second head laughed.

The clone jumped in shock, "What the hell is that?!"

"Meet my brother Ukon."

"You and your brother share one body?" The clone asked feeling repulsed.

"Exactly. As they say, two heads are better than one." Sakon joked and laughed.

The clone ignored the taunts and fought back, even with both brothers helping each other out.

Tayuya was facing off against the last clone, "You're a real pain in the ass, you know that?" Tayuya asked.

"And you got quite the mouth on you." the clone retorted.

Tayuya frowned as she engaged the clone who was using Firebending against the redhead. Tayuya was dodging as much of the fireballs, but ended up getting burned by one she couldn't dodge.

"That hurt you son of a bitch!" Tayuya cursed.

Back with the real Naruto, he was facing off against Kimimaro who had suddenly removed a long bone from his shoulder and used it as a sword that was slicing away at anything it cut through.

"Jeez, I've met plenty of shinobi with bizarre abilities, but you're one of the top ones." Naruto said, as she avoided another swing of the bone sword.

"And you are surprisingly quick. Not many can dodge me for this long." Kimimaro said, as he extended his free hand and launched the bones from his fingers like bullets.

Naruto quickly used Earthbending to bring up an earth wall to shield himself. He suddenly saw the finger bones tips were drilling through the wall. He quickly jumped over the wall and landed back on the ground away from the projectiles.

"You may be strong Kimimaro, but so am I. But I can't quite say the same on behalf of your partners."

Kimimaro curiously looked back and to his shock saw his comrades were just about losing. Jirobo was locked in a huge cube of solid ice, Kidomaru tangled in his own webbing, Sakon with his legs stuck in the ground from Earthbending, and Tayuya with her arms covered in third degree burns.

"Looks like Orochimaru's top five ninja aren't as cracked up as they make themselves out to be." Narto smirked.

Kimimaro frowned, "You haven't seen what we're capable of!" suddenly the five shinobi started growling as markings started covering their whole body in a pattern before they started taking on monstrous forms.

Naruto was in shock at their new forms making them look more like demons. Some like Tayuya, Sakon, and Ukon had horns coming out of their heads, Kidomaru had gained a third eye on his forehead, Kimimaro not only had bones poking out of his body like spikes, but also sprouted a tail.

"What do you think of us now?" Jirobo asked, after his change in appearance gave him enough strength to break out of his ice prison.

"You guys are even more hideous than before. Seriously, why would you let yourselves become like this?"

"Many years ago, Lord Orochimaru branded us with the individual cursed seals. Each one would give us power like we never knew about. All we've been capable of ordinarily has been magnified allowing us to take our jutsu and skill past the limits we once had." Kimimaro explained.

"So you'd sacrifice your own humanity for power?" Naruto asked in disbelief, "You five are no different from Unalaq."

"Say what you want, because this time you're finished!" Kidomaru called, as the fight resumed.

When Naruto's first clone went to fight Jirobo, one mere punch from the Sound shinobi was strong enough to make the clone disperse.

Naruto seeing this was in shock, "He's even stronger now."

Kidomaru watched as the clone he fought launched a barrage of shuriken in his direction from all sides, but with his third eye allowed him to perfectly evade them all.

"Nice try, but my perception is better than before." he created a bow and arrow from golden metal he created from his own saliva. He readied an arrow and shot it at the clone who wasn't fast enough to Airbend himself away and went poof.

Sakon and his brother Ukon after breaking out of the ground destroyed the clone they fought, as well as Tayuya defeating the clone she was facing.

"Now the tides have turned." Kimimaro told Naruto.

"Not yet." Naruto summoned a hundred clones that fought at the five using all five bending elements.

Unfortunately, the five powered up Sound shinobi plowed through the hundred clones as if they were stepping stones. When Naruto faced off against them he was getting blown back and beaten from every attack.

Naruto soon laid on the ground beaten and bruised, as the Sound Five towered over him, "Do we kill him now?" Jirobo asked.

"Not yet." Kimimaro answered.

"Why wait?" Tayuya asked.

"If we kill him now the Avatar will only be reborn again inside another. Lord Orochimaru gave us specific instructions to destroy the Avatar whole."

"And how?" Jirobo asked.

"Kill him while he in the Avatar State."

"After this thrashing I don't think he's in any position to do it." Kidomaru noticed.

"He can if we continue to force it out of him." Kimimaro said, as they ganged up on him planning to force the Avatar state to activate.

Before they could attack they were bombarded by fireballs, "Hey, who's firing on us?" Sakon demanded.

"Up there!" Kidomaru pointed up.

Above them was Soreth launching fireballs down on them along with Sasuke who was using the phoenix flower jutsu as well.

"It's Sasuke Uchiha!" Kidomaru gasped.

"And that dragon from the invasion." Kimimaro added.

"You down there! Leave my friend alone!" Sasuke called from above.

Soreth glided down blasting them with more fire balls forcing them away from Naruto. Sasuke jumped down and went to Naruto, "Naruto, can you hear me?"

Naruto groaned as he opened his eyes seeing his pal, "Sasuke, what're you doing here?"

"Some spirit friends of yours warned me and Soreth you'd be in trouble. And they were right. You look like hell."

"I'm still better looking than you." Naruto joked with a groan.

"Easy. You need rest." Sasuke helped him sit up.

"I'll rest later. Right now I need to teach these five a lesson." Naruto struggled to his feet.

"Naruto, you can't face them in your condition."

"Don't worry. I still have two aces up my sleeves." Naruto answered with a smirk.

Deep in his mind Naruto stood in the middle as Kurama and Raava stood on either side of him.

"Raava, it's time Naruto used both our powers together." Kurama began.

"I concur, though your power granted onto him is not at full strength it'll be just enough." Raava replied.

"Then let's help him defeat these monsters." Kurama said, as he held out his paw to Raava. The Light spirit's tentacle touched the nine tails paw as their powers combined and engulfed Naruto.

Back in the real world, Naruto stood as energy and chakra surrounded him. Sasuke watched in shock, as the Sound Five looked ahead seeing power radiate from him.

"He's in the Avatar State. Now we can kill him." Sakon said.

"Hold on, that doesn't look like it's just the Avatar State." Kimimaro said.

They looked seeing Naruto standing with Kurama's chakra surrounding him giving him a fox-like cloak of chakra, while at the same time his whisker markings, the seal on his stomach and his eyes glowed with Raava's light.

"You five forced me to break out this new form. You'll be sorry you did." he spoke in a combination of his, Raava's, and Kurama's voices. Suddenly in the blink of an eye he vanished and appeared behind Sakon delivering a punch so hard he rolled across the ground with a bruised cheek.

Jirobo frowned and attacked Naruto resulting in the two grappling. At first it looked like a stalemate, but Jirobo was in fact struggling. Naruto gripped Jirobo's hands tighter and threw him over his shoulder causing him to land on Sakon flattening him.

Kidomaru created spiked clubs from his sticky gold for each of his six hands. He tried to strike Naruto with his weapons.

Naruto dodged the attacks and used Earthbending to make a section of the earth deliver an uppercut to Kidomaru's jaw knocking him into the air. Naruto jumped up to Kidomaru and punched his face sending him crashing onto Jirobo and Sakon.

Tayuya growled, "I'm not losing to a bastard like you!" she played her flute summoned three angry spirit creatures that she controlled through her flute.

As the three spirits attacked Naruto, he used Airbending to blow them away once, only for them to get up. When they attacked a second time, Naruto used Waterbending on them and froze the water locking them in ice. After crushing them by having two earth walls collide with them on two sides he turned to Tayuya and used Airbending to blow her into the pile of her partners.

Naruto turned to Kimimaro, as the bone ninja spoke, "I will destroy you for Lord Orochimaru!" he attacked Naruto with his bone swords.

Naruto grabbed the two swords Kimimaro held and broke them much to the Sound shinobi's shock, "Give up yet?"

"Not yet!" Kimimaro screamed as bones started popping up all over his body which spread throughout the area turning it into a forest of bones.

Soreth dove down, as Sasuke jumped onto him. As the dragon flew to higher ground, Naruto charged through the bone trees breaking one after another before reaching Kimimaro. As he charged chakra was forming a Rasengan in his hand which he aimed at his enemy.

"Rasengan!" he shoved it into Kimimaro's torso.

Kimimaro's eyes bulged from the force of the attack, before it launched him backwards and landing on top of his partners.

Naruto stood before the five and spoke, "You fought well, but in the end you have failed. But I shall spare you of returning to your master in shame." He crossed his arms over his body before spreading them out.

As he spread his arms out, the earth opened up and split in two revealing molten lava below the earths crust. The ground the weakened five were on top of crumbled, and they fell down the pit and burned in the pool of lava below. Many of the bone trees released by Kimimaro fell in as well clearing the forest of the giant bones.

Naruto using his enhanced power closed the gap in the earth and powered down. After he powered down he fell flat on his face. Sasuke and Soreth who saw this went back down to the ground, as Sasuke went to check on his comrade.

"Naruto, can you hear me?" he listened in and sighed, "It's ok, Soreth. He's just asleep." The dragon looked relieved, "But we gotta get him home, and fast." He put Naruto on Soreth's back and got on himself, "Let's go!" Soreth flapped his wings and flew into the sky heading back in the direction of Konoha.

Some time later, Kabuto was standing before his master who spoke in outrage, "The Sound Five have been destroyed?!"

"I'm afraid so, my lord." Kabuto answered feeling equal sorrow.

Orochimaru growled, "Not even my five best ninja can destroy a single boy!?"

"What do you suggest we do now?"

"Right now I need to wait until I've fully settles inside this body. And then we're going to have to do a lot of research and experimenting if we're going to put an end to the Avatar."

"I understand, my lord." Kabuto said before taking his leave.

Orochimaru's visible eye squinted, "Naruto Uzumaki, if you think you've won you're sadly mistaken. I will find a way to destroy you if it takes me a millennium!"

(And there's the chapter. Naruto bested the Sound Five using a combination of the Avatar State and Kurama's chakra in it's cloak mode. Don't miss next time where new plans are made for Naruto. See you then.)