Alright, now before anyone asks, yes, this is based off of MARVEL ZOMBIES. If you're a fan of that comic series then I hope you'll be able to enjoy this just as much. And don't worry, this isn't a crossover.

That said, I'm warning you now that this story going to get pretty gory. So if you don't like reading that sort of thing, leave now.

You have been warned.


Chapter 1: When the Man Comes Around…

In a small room, hidden underground in the bowels of one of Orochimaru's hideouts, Kabuto worked steadily on his latest experiment. Lying before him on a blood-stained operating table was a fresh cadaver, just provided to him by Orochimaru. The traitorous medic-nin smiled to himself as he picked up the scalpel, He had been looking forward to this moment for some time now, and now that he had a fresh corpse he could finally begin.

Before he even had a chance to make the initial incision however, a sinister laugh echoed from down the hall. Sighing to himself, Kabuto placed down his scalpel and looked up to see Orochimaru himself standing in the doorway. A large grin was plastered on the snake-sannins face, looking bigger than usual.

"Kabuto, I have something to show you," He said, his tongue snaking its way out of his mouth excitedly.

Kabuto nodded and pulled a sheet over his cadaver once more, planning to come back later. Asking Orochimaru to hold on for a second was definitely out of the question.

Silently Kabuto followed Orochimaru out of the room and down the dark, stone hallways. Candles flickered as they past, twisting their shadows along the walls as they made their way to one of Orochimaru's "private" labs.

The two soon approached a large steel door, sealed tight with a complex locking mechanism and several seals. Orochimaru hadn't spared any expense in keeping whatever was in there safe. Or contained, it was hard to figure sometimes.

Orochimaru raised his hand to the locks, ready to undo the seals when a figure spoke up from behind them.

"We are supposed to be training now."

Orochimaru's eye twitched in annoyance, and he turned to look at Sasuke who stood just a few feet behind Kabuto looking as apathetic as ever.

"Later Sasuke," Orochimaru told him, "I have something else to take care of first."

Sasukes red eyes traveled up the length of the door, analyzing the structure. "What's in there?"

Once again Orochimaru smiled, "Nothing you need to concern yourself with yet. Maybe if you're good I'll let you play with it later."

Sasukes eyes narrowed just a bit, showing his displeasure with being brushed aside like that. However, Sasuke still turned and proceeded to walk back to his room, not wanting to bring on the Snake-sannins wrath. Not yet, anyway.

Kabuto swallowed the lump that had developed in his throat as Sasuke disappeared into the darkness. He really didn't like being between them when they got like this, it made him…nervous.

Without further ado, Orochimaru turned back to the door and proceeded to undo the seals and locks. Soon enough the large, thick door opened revealing a large laboratory on the other side, filled with some of the more disturbing experiments of the Sound Village.

The two men walked into the dimly lit room, passing by large canisters filled with strange fluids any even stranger creatures. The room was dimly lit, the only light sources being the canisters and the flickering florescent lights above them which did little to drive away the darkness.

Orochimaru led Kabuto to the back of the room, leading him to a large, steal panel with a lever situated on the wall next to it. His smile growing even wider Orochimaru placed a hand on the lever, pulling it down with a loud clunk, starting a series of mechanisms behind the stone walls that slowly caused the steel panel to slide away.

The lab was filled with creaks and groans as the panel slowly disappeared into the wall, revealing iron bars behind it. As the panel disappeared completely Kabuto was greeted with the sight of a large jail cell, shrouded completely in darkness.

His curiosity piqued, Kabuto slowly approached the cell, "What exactly did you want to show me Orochimaru-Sama?"

Orochimaru chuckled, "Give them a moment Kabuto, there still a little disoriented."

Confused, Kabuto looked toward his master only to jump back in surprise when a loud series of growls cried out from the cage, and several lumbering forms smashed up against the side reaching for him.

Kabuto stumbled back, falling on his butt in shock as he saw the things reaching out for him with wide, pale eyes. For a minute he wasn't able to believe what his eyes where telling him, but after second was able to compose himself and get back on his feet.

"What are they?" Kabuto asked as he pushed his glasses back into place.

"They," Orochimaru answered, his smile growing wider as more of the things started reaching out from behind the bars, "are the key to the destruction of Konoha."

"So you all understand the mission, correct?" Kakashi asked as they walked down the lonely dirt road through the forests of Fire Country.

"We sure do Kakashi-sensei!" the energetic blond yelled out. "But…I'm pretty sure Sai missed it, so you better go over it again!"

"Some things never change, do they Naruto?" Kakashi would have rolled his eyes if that hadn't meant taking them off the latest "Icha Icha" novel.

"Don't try and use me as an excuse for your lack of a penis, Naruto" Sai remarked, his face never changing from that faux smile of his.

Naruto turned red with anger and jabbed a finger into Sai's chest. "Listen you, I'm getting really sick of you always…!"

"Knock it off Naruto," Sakura scolded. "You should have been paying more attention to Tsunade when she gave us the mission."

Naruto opened his mouth to comment, but a glare from Sakura shut him up.

Sakura let out a sigh, "I think you should go over the mission specifics again, Kakashi-sensei."

"If I must," the team leader replied, never taking his eyes off his little orange book, "Apparently there's a town a few more miles from out location that has been attacked by bandits several times over the past few weeks. Apparently they've been looting stores, hurting people, and making life dangerous for the people living there. We're supposed to go there, wait for the bandits, and take them out using whatever force deemed necessary.

"Seems a little stupid for bandits to attack a town not to far from a ninja village," Naruto commented, earning a shush from Sakura.

"That's what we thought," Kakashi continued. "The message we received seemed suspicious, so Team Guy will be meeting up with us there on there way back from there own mission, just to check up on us."

Naruto thought for a moment (well, a couple moment actually), "Team Guy? So we'll be…?

"Yes Naruto," Kakashi interrupted. He wasn't exactly thrilled about having to join up with his "eternal rival" on a mission.

Naruto wasn't of the same opinion however, evident from the large grin on his face. It had been awhile since he's seen Lee, and he'd been wondering how much stronger the mini-Guy had become.

"So what's this town supposed to be like?" Sakura asked.

"It's a little farming community that does some business with Konoha," Kakashi answered, "Nothing particularly interesting about it, a couple fields, some buildings, just your average small village."

"Yeah well, I hope it's not too boring!" Naruto said as they continued walking.

He would live to regret those words.

The smoke coming from the direction of the village was the first thing they saw when the stepped out of the woods. Immediately Kakashi had them pick up the pace and had them running at top speed through the fields, crushing vegetable matter beneath their feet.

Kakashi smelled it before he actually saw it, blood, and a lot of it. He signaled for his team to get ready and ran up ahead of them towards the village entrance, hoping they weren't too late.

He stopped just in front of the town entrance, a large welcome sign held in the air by two tall poles. It existed as a greeting to visitors as they passed through the town, which was really more of a long road with a series of buildings on each side. Of course, looking at it now it really wasn't much of anything.

The town was in shambles with absolutely no sign of life anywhere. Every building appeared broken into, the door ripped off their hinges and widows broken in from the outside. He could see the source of the smoke, a small house at the end of the street. The fire was nearly out, but that currently that was the least of his concerns.

Corpses lined the street everywhere you looked, lying in pools of dried blood. Men, women, children, there bodies lay in the sun now nothing more than skeletons with bits of rotting flesh attached.

The body of a person lay a few feet away, their body so mutilated he could no longer tell if it was a man or a woman. Their skull had been cracked open on a rock and lay there with a gaping hole in its side, bits of brain lining the edges. Their ribcage had been smashed open and their arms and legs ripped out of there sockets leaving everything a bloody mess. He couldn't be sure if the set of arms lying a few feet away from the scene were theirs or not, due to the vast amount of body part spread about.

Kakashi had seen horrible things in his life, a lot of them when he was no older than his students were several years ago, but even his stomach churned a bit at the sight.

"Dear god…" Sakura mumbled as the rest of his team caught up.

Kakashi didn't have to look at them to imagine there the horror on their faces. Well, except maybe Sai.

"What happened?" Naruto said, the shock evident in his voice

Kakashi didn't answer him, not for lack of wanting to; he just had no idea what to say.

Sakura wanted to tare her eyes away from the carnage, but for some reason found she couldn't move. "We…we were to late…"

Naruto clenched his fists and as he felt his horror quickly turn into rage, "those…those FUCKERS!"

Sakura, and to a lesser extent Kakashi, were shocked at his outburst. Naruto had never been one to swear. Ever.

Naruto raised his fist and stared at it. His nails were digging so hard into his palm they were drawing blood. "I'm going to hunt down every last one of those bandits and…"

Narutos words were drowned out in Kakashi's mind as he examined the surroundings. At first glance it looked like this place had been attacked by bandits, the villagers killed off and bodies left for the scavengers to pick clean. But that didn't sit right with Kakashi. He had survived this long by looking underneath the underneath, and he wasn't about to stop now.

Something was wrong, he knew that much. If the bodies were lying here long enough for the animals to pick clean then how did that fire get started? Also some of the blood looked fairly recent, and the severity of the mutilation on the bodies was at a level no animal was capable of. Not to mention the fact there wasn't a single animal track on the ground.

But that wasn't what bothered him the most. There was something else, something else that was horrible off about this whole situation…

"Why are there no flies?"

All eyes fell to Sai, who stared out at the massacre with an emotionless look on his face.

"Rotting flesh is supposed to attract flies correct? So why can't I see any?" Sai explained.

"Of course," Kakashi thought, that's what he was missing.

"Hey…yeah," Sakura said, just now getting over the shock of the situation. "There should be lots of them by know, especially with…with…" she brought a hand to her mouth and bit her fist. She couldn't break down now, not again. Those days were over.

"Kakashi-sensei, look!"

Naruto pointed out towards a lone figure coming out from behind a building, seemingly unaware of their presence. It was a man, his cloths disheveled and covered in blood. He stumped forwards as he crossed the street, his eyes focused on the ground.

Team 7 watched, horrified, as the man stumbled towards a chunk of leg lying on the dirt and, after studying it for a second, raised it to his blood-caked mouth and bit into it.

Kakashi had seen some things in his lifetime, things he would never, ever tell anyone else, things that most people could never imagine existing in the world. But Kakashi had never seen anything quite like this.

A look of disgust appeared on the man's face and he spit out the chunk of flesh, muttering something that Kakashi couldn't make out.

Naruto suddenly stepped forward, "HEY YOU!"

The man's face snapped in their direction at the outburst, dropping the chunk of leg to the ground.


"Naruto, be quite." Kakashi warned him, but of course by then it was already too late.

The man eyes locked onto them and he ran started running straight for them, not giving a thought to who he might be dealing with.

Sakura's eyes widened in shock as something caught her eye. "His arms broken," she pointed out.

She was right. As the man came closer they could see his left arm was bent at an awkward angle and the broken bone was spearheading its way out of the flesh. This didn't slow the man down though, as he seemed either unaware or unconcerned with his injury.

"Naruto!" Kakashi called out, "use your shadow clones and stop him, but make sure he's still able to talk."

Naruto nodded and after a few hand signs four Naruto clones appeared around him. The clones ran foreword and tackled the man before he got to close, and after a somewhat violent struggle they had him pressed down on the ground face-first, his good arm pinned behind his back.

Kakashi and his team approached, careful to avoid and of the corpses, and Naruto dispelled the remaining three clones, leaving the fourth to keep the man held down.

"What's with his eyes?" Naruto asked, staring at the man's pupils.

Upon a closer look the others could see the man's eyes were a pale shade of gray, and not just the pupils but the iris's as well. Naruto almost couldn't make witch way the man was looking.

In a way they reminded him of Hinatas eye, but not by much. While you could clearly see the life behind the Hyuga heirs' eyes, his seemed…"


Kakashi ignored Naruto and knelt down next to the man, trying to overlook the pool of dried blood they were standing in. "Who are you?" he asked calmly.

The man eyes locked on to Kakashi as he struggled violently against the clone, but he made no effort to speak.

"Who are you?" Kakashi asked again, a bit more force behind his voice.

"Please...just give me a bite…" the man said, his voice raspy and ruff.

Kakashi nodded and reached into his pocket, pulling out an energy bar. Unwrapping it he held it up to the man's face, who looked disgusted at what he was being offered.

"That's not what I meant!" He screamed as his struggles suddenly became more frantic, and even though he had no chance of escaping it was still unnerving.

"What do you mean then?" Kakashi asked, although he was pretty sure he knew the answer.

"Just a taste…just a piece of flesh…" His pale eyes stared up pleadingly, "All I need is one bite…I'm not greedy…"

"I believe he's talking about our flesh," Sai said, not without a hint of unease.

Kakashi looked down at the man, looking at the blood stains around his mouth and hands. Those, along with the way the man stared at him with those pale eyes of his, made Kakashi believe this was a correct assumption.

"What happened here?" Kakashi asked, taking out a single kunai to add edge to his words.

The man barley gave the weapon a passing glance. "A bite, then I'll talk. Just GIVE ME A FUCKING BITE!"

It was obvious to Kakashi that this man was not in the right state of mind, the only question was why? Was it some kind of genjutsu? Was he always like this? Why…

Why wasn't his arm bleeding?

Kakashi looked closer at the man's broken arm, a bit difficult with him struggling like that, and examined the wound. He could see the bone sticking right out of his skin, tearing through flesh and muscle as it moved. Around it he could see signs of decay, but no signs of healing or blood loss. It was almost as if…

"Sakura," Kakashi called to the kunoichi, gesturing towards the arm.

Sakura understood immediately and bent down to exam the injury. She placed her hands over it and with practice ease let her chakra flow into wound. Her teammates watched the expression on her face change to one of concentration, to confusion, and then to fear.

She jerked her hands away from the man and wide eyes she looked up at her team.

"This man is dead."

"What do you mean he's dead?!"

The team stood around on the second floor of one of the deserted homes of the town, the only one without blood everywhere. Sai was standing guard outside, in case any trouble showed up.

Secured to a bed with his limbs tied to the bedposts and his mouth gagged lay the "man" in question, struggling violently against his bonds. Kakashi feared that he was going to rip his arm out of his socket at the rate he going.

"I mean exactly what I told you," Sakura snapped at Naruto, trying to explain what she knew was impossible. "This man is dead, I've checked. He's not pumping blood and he's not showing a pulse. His heart, his liver, his kidneys, all the major organs are non-functional! He's dead by every definition of the term!"

All three sets of eyes fell to the man, who was still staring at them with an insane look of hunger. He had been there for the past hour as Sakura examined him, and had shown no signs of tiring anytime soon.

"Maybe he's a puppet of some kind?" Naruto asked, trying to ignore the muffled screams coming from the bed.

Sakura shook her head, "No puppet is that good."

"A jutsu perhaps?" Naruto asked again, trying to come up with something.

This time Kakashi answered, "No." He pulled his forehead protector away from his eye, "I've looked him over with the Sharingan and could find no trace of a jutsu." He covered his eye again, "If it is a jutsu then it's one the Sharingan cannot understand." His tone implied that he thought this was unlikely.

Sakura pulled her arms to her chest, the entire situation creeping her out. "I did sense chakra in him, but it was…different somehow."

Kakashi raised an eyebrow, "What do you mean?"

"Well…" Sakura tried to find the right words, "he has the same amount of chakra found in an untrained civilian, but it didn't…feel right. Like his normal chakra had been altered somehow. I don't know how else to explain it."

"But that doesn't make any sense!" Naruto yelled as he became more confused by the situation.

"Quite Naruto," Kakashi ordered, although he did agree with his outburst. This whole situation seemed wrong, and Kakashi couldn't shake the feeling that something even worse was just around the corner.

Sai suddenly appeared in the doorway, interrupting Kakashi's thoughts. "Team Guy is approaching from the west, it looks like they have injured."

Kakashi could see Guy carrying Neji on his back as he approached, followed by Tenten and Lee. Sakura immediately rushed towards them, her medic instincts kicking in at the sight of Neji.

"What happened?" He asked as Team Guy was led into the house, Guy setting Neji on a nearby couch to let Sakura examine him.

"We were attacked by a group of sound-nin," Guy tried to explain. "But they weren't…they…"

"They weren't alive?" Naruto asked.

Guy stared a Naruto, the surprise evident on his face.

"We ran into something like that ourselves," Kakashi explained, "we have it tied up upstairs."

"I stabbed them," Tenten said, "I stabbed each of them in the heart and they kept coming…"

"What has happened out here?" Lee almost shouted, "I have never…!

"Everyone quite!" Kakashi ordered in sharp tone. "We need to figure out what's happening."

Kakashi looked over at Sakura who was applying fresh bandages onto the injury on Neji's shoulder. "How is he?"

Sakura grimaced. "Not good. He's running a fever and he seems to only be on the verge of consciousness." She looked towards Guy, "How long has he been like this?"

"A couple hours," Guy told her. "We ran into the sound-nin just about three hours ago, Neji spotted them first and warned us ahead of time. They were trying to ambush us, so we had Tenten make the first strike…"

"All my shots were dead on…they should have been incapacitated!" Tenten shouted, fear and confusion taking over. "What the hell were those things?"

"That's what we're trying to figure out," Kakashi told her calmly before motioning for Guy to continue."

"Tenten's attacks were dead on, I could tell. But they attacked us like the kunai imbedded in them weren't even there." Guy took a deep breath and took a seat on one of the chairs, "Neji was there first target and naturally he activated his Byakugan…"

"It didn't help," Lee said as he stared out the window.

Guy nodded, "I don't know what he saw, but whatever it was able to throw Neji off enough that one of them was able to get close enough to grab a hold of him and…bite him on the shoulder"

Kakashi wished he could be surprised, "Were you able to kill them?"

Guy laid his head in his hands, "I'm not sure. Lee and I were able to get them off Neji and keep them at a distance, but none of our Taijutsu had any effect on them. As soon as they hit the ground they just got back up again. It wasn't until Tenten…"

Tenten cut him off. "I sliced the legs off one with a sickle, stabbed one in the temple, and severed the ligaments in the others knees and elbows." She swallowed the lump in her throat, "Two stayed down, but the one missing his legs still tried coming after us so I pinned it to the ground with a spear."

"We left them there to get help for Neji," Guy continued, "but even then we could still here them calling towards us, begging us to…feed them."

"Yeah, they seem to do that." Kakashi said.

Guy didn't respond to that, "Neji said that they didn't have any chakra points, and that they were dead to him." He looked towards his student, "That's all he was able to tell before the fever set in."

Sakura looked nervously at the bite on Neji's shoulder. "We need to get him back to Konoha as soon as possible."

Guy got to his feet and nodded, "I agree. We should…

"Guy-sensei!" Lee suddenly shouted from the window, "There are people outside!"

Naruto was at the window almost instantaneously. "Are you sure they're people or…?"

Lee took another nervous glance outside, "I…I think you should see for yourself, Naruto-san."