Hello, everyone! The Naruto story I've been talking about recently is finally here!

Disclaimer: I don't own Naruto, or any material from other franchises that will be mixed into this story, nor am I affiliated with the people who do. However, I do claim ownership of all original characters, techniques and concepts, unless they were supplied by another party. In which case, the material will be specified and credit will be given to the right people.

I've put lines from some of my favorite movies and video games into this story, so see if you can find them. I've also recreated scenes from some of those same movies/games, so look out for those as well.

Since some people have taken offense to things that happen later in the story, I feel I should warn any future readers that may find later material to be...reprehensible.

WARNING: The following story contains very graphic depictions of violence and sexual intercourse, implications/mentionings of rape, strong language, and scenarios some may find highly disturbing.

This is an example of what I like to call "Uncensored Fanfiction". No holds are barred, no punches are pulled, happy endings are rare, and NO ONE is safe. I'll be the first to admit that this style isn't for everyone, so if you don't like this type of thing, STOP READING NOW. The first few chapters aren't that bad in terms of content, but it doesn't stay that way.

Another, less important warning is the fact that this fic will be massively AU. I've tried to keep most established characters as they are in canon, with natural changes based on how I think they would react to the new scenarios I'll be introducing, original characters and established characters that I have made drastic changes to. But for some, canon personas just didn't work.

So, sticklers for canon, you might want to look elsewhere right about now.

Also, there WILL be a bit of "character bashing". However, it won't be bashing just for the sake of doing it or because I don't like the character(s). The characters that will be bashed are OOC, with in-canon traits are exaggerated to varying degrees for effect. And, most importantly, they have different histories than they do in-canon. So keep that in mind if/when you feel the need to flame me for putting your favorite character(s) through the wringer.


Edit: 6/20/12

Looking back at the earlier chapters of this story, I noticed that they need a lot of work. Vague descriptions, unnatural/unnecessary dialogue, etc. Unfortunately, I've found that if I go through all of them and make the changes that I want, I'll probably be working on it for months. Seriously, I thought this would be a fairly simple, cut and dry deal. But I ended up spending nearly three weeks on this first chapter alone, and nearly DOUBLED the word-count. So, for the rest of the chapters, I'll just be doing the bare basics, going back and correcting technical errors, like spelling and grammar and all that.

That's not to say I won't eventually get around to editing the rest of the chapters, but it certainly won't be anytime soon. So, to the people picking up Black Flames Dance In The Wind: Rise of Naruto for the first time, please just bare with these early chapters. Everything gets better as you go along.


Now that, that's out of the way, on with the story!


The Sandaime Hokage and his two most trusted ANBU, Kakashi Hatake and Mitara Hagashi, stood in front of a one-way window looking into the purely white room that held a six year old Naruto Uzumaki, container of the Kyuubi no Kitsune. Sarutobi waited patiently for the doctors to return with the results from the tests that were done on the young child after he was brought in, barely alive. One doctor, in a standard white lab coat, came in with a clipboard.

"Well?" the Hokage said in a hopeful tone.

"I'm sorry Hokage-sama, if he was brought in sooner we may have been able to do something for him." Kakashi visibly tensed at this, but it went unnoticed by the others. "He's in a state of severe traumatization. Basically, his mind is broken. Shattered, if you will. He's fine physically, but psychologically, he'll never be the same again...I'm sorry."

Sarutobi sighed heavily. "I understand...Thank you."

The doctor bowed and left. Sarutobi and the ANBU turned back to the boy. He was now looking directly at them, as though he could see through the mirror on his side. The men stared back into the boy's dead eyes, eyes completely devoid of life, like a walking corpse. It was like he wasn't staring at them, but through them, into their very souls. If it weren't for their training the men would have cringed at the sight.

Sarutobi sighed again. "I suppose it was only a matter of time, the boy has been through too much." 'I'm sorry...Arashi.'(1)

(Padded Holding Cell)

Naruto sat alone on the semi-comfortable bed, staring at the "mirror" on the other side of the room. He knew that there were people watching him from the other side of it. He couldn't see them or hear them, but he knew nonetheless. However, he was too tired, both physically and mentally, to care. So, he laid down on the bed he was sitting on and let his heavy eyelids drop and cover his soulless eyes. It was an eerie sight, to say the least. With his eyes having lost the spark of life they once held, it looked like Naruto was slipping quietly into the afterlife.


Naruto opened his eyes to find himself in a wet, decrepit, sewer-like hallway. Leaking pipes hung from the ceiling over his head and the water on the floor came up to his knees. Thankfully, though it looked like a sewer, it didn't smell like one.

Naruto felt a powerful and malevolent presence further down, hidden in the darkness. But, oddly enough, his instincts weren't screaming at him to run from it. If anything, he felt drawn to it. He began walking towards it, hoping to maybe find a way out of the dungeon he had apparently been thrown into.

After five minutes of walking, and seemingly getting nowhere, Naruto's patience was starting to wear thin. While anyone else would've started to panic at this point, if not earlier, this six-year-old was just annoyed. But he could feel the dark presence much better now; it radiated power, arrogance, killing intent, and rage.

Now, most people would've been hightailing it in the opposite direction at this point. But not Naruto. He continued onward, idly noting that the knee-high water offered barely any resistance at all.

'It's not like I've got anything to lose, right?' Naruto thought. Besides, what could...whatever was down here do to him that hadn't already been done?

Naruto suddenly found himself in front of a massive cage. The bars must have been over a hundred feet in height, but there was no lock on them, instead there was a piece of white paper with the kanji for "seal" on it in black.

"Who dares disturb my rest?" a deep, rumbling voice boomed, slightly startling Naruto, but he didn't show it.

Two large, glowing, red eyes blinked into existence and stared down at him.

"Oh, it's you. So, what brings my Jailer down here to my 'humble abode'?" the creature mocked.

"...Who are you?"

"Who am I?!" the beast snarled, revealing razor-sharp fangs, each larger than a full-grown man. "I am the great Kyuubi no Kitsune! Queen of all demons!" Kyuubi boasted.

But Naruto paid no real attention to it besides the "Kyuubi" part, not at all interested in titles and such. There was a sudden flash and Kyuubi was illuminated in all her glory, her nine bushy tails twitching in agitation.

"...Cute." Naruto said, then walked through the bars like they didn't exist.

Kyuubi blinked, then blinked again. 'Did this human just call ME "cute"?'

"I'll show you cute, brat! I'll-" Kyuubi stopped when she noticed that Naruto was no longer in front of her. "What the-?" she stopped again when she felt something touch one of her stationary tails.

Naruto had walked over and started to pet one of Kyuubi's tails, as if it were some kind of giant fluffy rabbit.

Kyuubi was dumbfounded. No mortal had even touched her before, ever. Given, it was normally because they would be vaporized by her potent youki before they got close enough. But still, most weren't brave, or stupid, enough to go towards her when she was spotted.

"What do you think you're doing, human?" Kyuubi hissed in barely controlled rage.

Naruto just looked at her with his cold, dead eyes, almost making her cringe. "I like your fur, it's very soft." he said with no hint of emotion.

Kyuubi slightly blushed, but her red fur covered it. "Um...thanks, I guess...So, why are you here again?" Kyuubi now just wanted the kid to leave, he was...affecting her in strange ways. Maternal instincts that she thought she had lost long ago were resurfacing.

Naruto seemed puzzled for a moment. "Where exactly is 'here'?"

Kyuubi sweatdropped lightly. "...We're currently inside your mind. You're asleep right now."

"Oh." Naruto looked around. "It seems kind of empty."

Kyuubi resisted to urge to snicker. "That's because we're in the seal."


"Yes, the seal on your stomach that traps me inside of you for all eternity." the giant fox said somewhat mockingly. "It was placed on you by the Yondaime Hokage after you were born."

"Yondaime? I thought he-" Naruto was cut off by Kyuubi's snort.

"Killed me? Hah! Like some puny human could ever kill a Bijū, let alone the most powerful of them all!"

Naruto just stared at the giant fox. "You have a massive ego, you know that?" he said flatly.

"Well, when you're as awesome as I am, that tends to happen." Kyuubi decided that she liked the kid that was in her cage with her. She had almost forgotten what it was like to have a conversation with someone who didn't stutter and tremble in sheer terror, or speak to her in an ultra-formal manner for fear of pissing her off. 'He's only the second human I've ever met who doesn't fear me. Like father, like son, I suppose.'

Naruto sat down, propping himself up on the tail he was petting. "So, you're the reason everyone hates me so much...Well, at least I know what the whole 'demon spawn' thing is about." a look of sadness flashed across his features for a second.

Kyuubi snorted. "Well, you finally know. What now? Are you going to go on one of those 'woe was me' rants that you humans are so fond of?"

"No." Naruto instantly replied.

Kyuubi just blinked. "What? Why not?" in her experience, humans who would pass up a chance to rant and rave about the unfairness of life were few and far between.

"Because, it's not going to change anything. It's not going to make you go away, and it's not going to make my life any easier."

'Looks like we're going to get along just fine.' Kyuubi mentally chuckled. "Well, Kit, congratulations."

Naruto looked puzzled. "Hm? For what?"

"You've officially gained my respect. That makes you part of an elite list that only includes one other human." Kyuubi laid down with her chin on her forepaws.


"The Yondaime Hokage." Kyuubi replied as she looked into Naruto's eyes. She couldn't help but feel sorry for him. 'Eyes like that shouldn't belong to a child that young.' she mentally sighed.

Naruto yawned and stood. "Well, I guess I should go. I hope I wasn't too much of a bother." he bowed to her and began to leave.

Naruto was stopped by one of Kyuubi's tails scooping him up and depositing him next to her.

"Don't worry about it, you can stay. Besides, it's not often I get company." Kyuubi said.

Naruto shrugged, then cuddled up to the huge fox, enjoying the feeling of her fur. Kyuubi blushed again.

'If only the others could see me now. How would I look? ME, the Queen of Kitsune and Ruler of Demons, having a human child cuddling up to me. I'd be the laughing-stock of the Underworld.' Kyuubi sighed, she really didn't mind having Naruto around.

Kyuubi used one of her tails as a blanket for the child. "Thank you, Kyuubi-hime." Kyuubi almost choked. Even her former mate had never called her that, or any other "pet-name", as he was one of the ultra-formal types.

She just nodded in response. Just before Naruto fell asleep, Kyuubi spoke up. "Listen, Kit...For what it's worth...I'm sorry."

Naruto just looked up at her. "What's done is done. We can't change the past, all we can do is try to shape our future." he said, remembering something his Ojii-san had told him a few weeks ago. "Goodnight, Kyuubi-hime." and with that Naruto fell into a deep slumber.

Kyuubi smiled. "Goodnight...Naruto."

(Six Years Later)

Naruto sat in the back of the classroom in his own little corner. He basically had half a row all to himself, as no one wanted to sit next to him.

To some, he was just creepy. To others, he was downright terrifying. But to all, he was an unknown. He rarely spoke, and when he did it was never about himself. Combined with his mask and cloak, he was the definition of an enigma to his peers. His name sounded familiar to some, but, from what they could remember, that name was attached to a small, blonde-haired child that their parents told them to stay away from. But that kid and their classmate couldn't have been one and the same.

They remembered a friendly, borderline ADHD little boy, whose bright blue eyes were outshined only by his exuberant grin. That child was eager to please, and seemed to love nothing more than acknowledgement and interaction. But this "Naruto"? When asked to introduce himself, his exact words were: "My name is Uzumaki Naruto, and you need only know one thing about me: you leave me alone, and I'll leave you alone."

No, the fact that they shared a name and hair color had to be a coincidence. Right?

For his part, Naruto couldn't have cared less about what his peers thought of him. Most of them bullied and tormented him years back. Some at the request of their parents, and others because it was "trendy". But none of that mattered now. None of them mattered now.

As was his custom, Naruto surveyed the classroom, silently evaluating each and every one of his potential "teammates". Just like every other day, he saw nothing of interest in any of them. Though some were orders of magnitude worse than others, they were all weak and naive, as far as Naruto was concerned. This made the arrogance displayed by some of them all the more irritating/amusing.

Take the Inuzuka, for example. Yes, he was heir to one of the more prominent clans in Konoha. Yes, he had the third best overall scores in the class. The problem was that he seemed to have trouble grasping things like context. In the context of the Ninja Academy, Kiba Inuzuka showed great promise. What Kiba didn't understand was that in the real world, academy scores count for nothing. Especially since the academy's current standards were abysmal.

A solid "A" in Taijutsu...Against a Chūnin who, by default, was holding back.

An "A-" in weapon proficiency and accuracy...Against static targets.

A "B+" in Ninjutsu...For pulling off a couple of supplementary E-Class techniques, and some clan techniques that all Inuzuka were taught before they even entered the academy.

But context meant nothing to Kiba. The boy walked around with his nose in the air, acting like he was Kami's gift to shinobi.

Apparently, the Inuzuka felt Naruto's eyes on him, because he turned around in his seat and looked at the people behind him. It didn't take long for him to lock onto the one he called "Creepshow", though of course not to his face. And it didn't take long for Kiba to get creeped out.

That mask, white as porcelain. Its smooth surface flawless, save for the three kanji carved into it. Darkness on the forehead, Fire on the right cheek, and Wind on the left cheek. Looking into the "eyes" of that mask, Kiba wasn't the first to be reminded of a shark. They were black, empty, dead. They appeared to stare at everything and nothing, all at once. Mindless and unfocused. But what you saw from the outside was only a cover; a protective layer. And behind that barrier lay the creature's true, terrifying nature. A killing machine unrivaled by anything else in nature; the perfect predator.

That cloak, black as pitch. Wrapped around him in such a way that it completely obscured his form, making him look like some strange, semi-amorphous thing, coughed up from a pit of pure evil. Though it covered even his feet for the most part, he moved around with ease, never tripping or stumbling over it. Though it appeared somewhat heavy, even the slightest breeze, like the one coming in from the classroom's open windows, would cause it to flutter and ripple. At times, it looked like the garment itself was alive. Or worse, it gave the appearance of unnatural, inhuman movement inside. To this day, Ino Yamanaka swore that she had seen a tentacle come out from underneath it.

"PIPE DOWN YOU LITTLE BRATS!" came a sudden bellowing roar from the primary class instructor, Iruka Umino, as he entered the room.

Thoroughly startled, Kiba let out a high-pitched yelp and literally jumped out of his seat, over the person to his immediate left, and into Ino's lap.

"What the hell?! GET OFF ME, YOU SMELL LIKE A DOGHOUSE!" the platinum-blonde girl shrieked, decking Kiba right in the cheek and sending him tumbling over the table and onto a male student in the row ahead, who also proceeded to yell out his displeasure.

'Why must everyone be so loud?' Naruto wondered.

It was pretty much the same thing everyday. The children would be chatting away, Iruka would yell, they'd all scream in fright. There were a few exceptions, but in general the class was a literal pain in Naruto's ears. How he'd managed to attend for six straight years without tearing someone's larynx out, even he didn't know.

As Iruka took his place behind the teacher's podium at the front of the class, Naruto immediately stopped paying attention. The last parts of the graduation exam were to be held tomorrow, meaning that today would be nothing but a refresher class to make sure there were no excuses for not passing.

'Hey, Kyuubi-hime, are you awake?'

"Yeah, and stop calling me 'Princess'! I'm a Queen, thank you very much."

Naruto could almost imagine the fox inside him pouting like a child. 'What would you prefer, then?'

"Queen Kyuubi, The Magnificent." the demoness said immediately, her tone dead-serious.


"You're right, it still doesn't do my greatness justice. How about, 'Queen of All That is Awesome'?"


"Hm, this is harder than I thought it would be. Oh well, the burden of being me. We might have to create a new word just to describe the sheer magnitude of my incredible...ness...Well, it's a start." Kyuubi muttered, as if she had forgotten that she was talking out loud.

Now, in reality she wasn't nearly so arrogant. But she knew Naruto better than anyone, and if there was one thing that truly got on the boy's nerves nowadays, it was hearing someone brag about themselves. And it was especially irritating when the person bragging had every right to do so.

'As much as I love listening to you stroke your ego, I believe Umino-sensei is about to call on me.' Naruto closed off his mind link with his tenant just as the scarred Chūnin pointed at him.

"Mr. Uzumaki, would you mind giving us a demonstration of the concept?" Iruka smirked. He had a good one this time. It was one thing to show you were paying attention by repeating what was said, but quite another to physically demonstrate the lesson. Hopefully this would finally trip up the unflappable preteen, so Iruka could finally cross that last name off the list of students who got away with slacking off in his class.

Naruto sighed and got out of his seat. Yet another classroom routine that had been going for years. Iruka would catch Naruto not paying attention, then call him out in an attempt to embarrass the masked boy in front of the class. He did it to every student he caught slacking off, so one could hardly say he was picking on Naruto out of spite. The masked boy was simply the most frequent and blatant culprits, behind the Nara of course.

He walked to the front of the classroom and turned to face the students. But not before sending a pointed stare at both Iruka and the other instructor, Mizuki. Naruto took out a kunai, giving the class a rare glimpse of the ANBU-like attire he wore underneath, infused it with some of his chakra and quickly scanned the class room. Who would he make a fool out of today? Kiba was out, as he'd already been "gotten", albeit unintentionally. The Uchiha, perhaps? No, he hadn't done anything to warrant public humiliation. Yet.

Then Naruto's keen ears picked up something that made his decision for him.

"Hey, I don't see any tentacles, Ino-pig." Sakura Haruno whispered as leaned closer to her "rival".

"Well of course he's not gonna show them to everyone, you idiot!" Ino hissed back. "Use your brain, or is that gigantic forehead purely for show?"

"Let's compare test scores and find out." Sakura smirked.

"Whatever. I know what I saw, Billboard Brow, and I saw a freaking tentacle!" Ino huffed as she turned away.

Sakura snickered quietly, knowing she had won that round.

'Target acquired.' Naruto thought. He then tossed it to his left with a casual flick of his wrist.

For the first six feet, it flew as anyone would expect. But the dagger soon veered off to the right, curving around in a smooth arc to make a complete U-turn in midair. As it passed over their heads, the students instinctively ducked, and many "man-points" were lost when some of the boys let out high-pitched screams. But none screamed louder than Ino when the kunai took a dive directly towards her.

Fortunately, Iruka was very quick, even for a Chūnin, and managed to catch the weapon before it embedded itself in the young girl's skull.

"NARUTO!" Iruka screamed in outrage. He had heard Ino's tentacle comment just as well as Naruto, but that kind of reaction was inexcusable!

The black-clad boy was completely unfazed. "You asked me to demonstrate, and I did. The kunai was locked onto Yamanaka-san's chakra signature, and went for her even though I threw it in a different direction." Naruto said, his tone flat and uncaring. "I do not see what the problem is."

"You don't see...You just tried to MURDER a classmate! A Clan heir! In front of twenty-five witnesses, including two Chūnin Instructors!"

Iruka would admit that he had disliked Naruto from the moment he'd seen the boy's name on the class roster. But as the years passed and he kept true to his statement of "You leave me alone, and I'll leave you alone", the Chūnin had changed his opinions. The kid had been through hell, and seemed like he just wanted to get through the day without being bothered. Sure he sent a couple students to the hospital every now and then, but they were always the ones to initiate the conflict. But there was no justifying this latest act as anything but blatantly malicious. Ino had never done anything to Naruto; she was too afraid to even get near him. More often than not, she even went out of her way to avoid talking about him, whether he was in the same room or not.

"No, I did not." was Naruto's simple reply.

"You threw a weapon right at her!"

"It wasn't a weapon."

"Alright, that does it, I'm sick of your games! You wanna play dumb? Fine. We'll see what the Hokage has to say about th...?" it was then that Iruka noticed something odd about the kunai he had snatched out of the air. At first glance, it looked normal, and had the right weight and balance. But upon closer inspection, it was plain to see that it wasn't made out of steel. "Metal core for accurate weight and balance, hard rubber outer shell, foam tip...It's a fake." more specifically, one of the higher-end training kunai that could be bought at any of Konoha's weapon shops.

'Well...This is embarrassing...' Iruka thought, feeling a blush on his cheeks.

"Did you think I would throw a real kunai at Yamanaka-san?" Naruto scoffed lightly. "Her voice may irritate me, but that's hardly a valid reason for termination."

"...It's nice to see you were paying attention, Mr. Uzumaki. You may return to your seat." Iruka said as he handed the fake kunai back to its owner.

Naruto nodded and made his way back up the stairs. As he passed Ino's row, he couldn't help but smirk when he saw her hunker down in her seat in an apparent attempt to avoid being noticed.

The smirk disappeared when he noticed the Uchiha glaring at him. Turning his head, Naruto proceeded to have a little staredown with the black-haired boy.

Everyone took notice, expecting a fight to break out at any second. Even the two Instructors tensed, preparing to break it up before they could do too much damage, either to each other or to the classroom itself.

"Feh." Sasuke muttered as he turned back to his window gazing.

There was no reason to get angry or insecure. He knew the "chakra-seeker" trick, too, though he'd admit that his weapons made much wider turns, and tended to lose a bit of speed in doing so.

Naruto continued back to his seat, then re-opened his link with Kyuubi. He didn't have to wait long for her to speak up.

"And you say you don't like to show off." She giggled.

'I don't. But I'm not going to back down when the Instructor calls me out.' Naruto replied.

"I wouldn't expect you to. But that was above and beyond the call of duty."

'I suppose. So, Kyuubi-sensei, what's on the training schedule for today?' Naruto my have been emotionally-inept, but he was still a sucker for new techniques.

Kyuubi sighed. "Will you make up your mind? Is it 'Kyuubi-sensei', 'Kyuubi-hime', 'Kyuubi-sama', or 'Kyuu-chan'?! This is getting confusing."

'Have you decided on another title?'

"Oh! Right, um…How 'bout 'Kyuubi the Great'? Or maybe 'Kyuubi the Conqueror?"

Naruto sweatdropped lightly. 'Kyuubi-sensei it is.'

"You need to learn how to lighten up a little."

'I'll leave that to people like Inuzuka-san. I'd rather be a proper shinobi.'

"Ooh, burn." Kyuubi snickered. "I'm going to work out the lesson plan for the day, give me a few minutes."

Naruto cut off the link and decided to listen to the last part of Iruka's lesson.

"Well, we've taught you all we could, and you've all grown immensely." The brown-haired man smiled. "This class is the best we've had in years, and I'm sure you'll all make fine shinobi and kunoichi." 'Although some of you have personality issues.' Iruka added in his mind, looking at Shino, Sasuke and Naruto.

The masked soon-to-be Genin barely withheld a derisive snort. Iruka was lying through his teeth, and he knew it. How the hell could anyone become a "fine shinobi/kunoichi" when all they had been taught thus far was a bunch of useless trivia and the most basic of techniques? Out of all twenty-four students in the class, maybe five of them would ever make something of themselves. And with the exception of Naruto, they were all from prominent clans, from which they could receive all the training they really needed.

"As most of you know, the final portion of the graduation exam is tomorrow, and after that you'll all be assigned to your teams. I wish you all the best of luck."

"Hah! I don't need luck! I'll ace this exam!" boasted Kiba.

'He says that like it's an accomplishment.' Naruto thought. He had half a mind to sabotage the class clown/loudmouth's test, if only to knock him down about a dozen pegs or so. 'I'd probably be doing him a favor. That kind of arrogance would get him killed pretty quickly, especially when he doesn't have the power or skill to back it up.'

While Naruto had the decency to keep his remarks to himself, Sasuke wasn't so tactful. He let out a scoff that he knew Kiba would hear.

"You got something to say, Uchiha?" the feral boy growled, baring the elongated canine teeth that were one of many Inuzuka trademarks.

"Nothing I haven't said to you before, Inuzuka." Sasuke replied flippantly, not even bothering to look at the person he was addressing.

"Enough, both of you." Iruka commanded. "If you want to be petty and act like little children, that's your business. But there will be no unsanctioned fighting on school grounds. Understood?"

Kiba and Sasuke shared one last glare, flashing each other a clear message, then nodded to their Instructor.

There were several disappointed sighs from the other students as they were once again deprived of a spectacle. With nothing else of interest, they all began to filter out of the room. Now normally Naruto would've used the Body Flicker to leave the room. But he felt that he had drawn enough attention to himself for one day, and decided to leave in a more "normal" fashion.

Unfortunately, Iruka noticed this and took the opportunity to do something he'd wanted to do for a while.

"Naruto, a moment please?"

Naruto halted mid-step, as did the other students who had heard. The only time Iruka ever called him by his first name was when he was angry. So naturally, the others figured the Instructor was still steamed about the incident with Ino. And if it's one thing kids can't resist, it's the chance to see one of their peers get in trouble.

But Naruto had no desire for an audience, and a single glance, combined with a small pulse of killing intent, sent them all scurrying away.

"What do you want, Iruka-sensei?" Naruto asked.

Iruka mentally flinched. Though his tone didn't give anything away, he could feel that the boy was annoyed. And worse, now that he had Naruto alone, he had no idea what to say to him. First, he needed something to break the ice.

"Will you be showing up to the exam tomorrow?" Iruka asked, remembering that Naruto had been a no-show for the last graduation exam.

Naruto remained silent at first. This was shaping up to be an even greater waste of time than he'd predicted. But he really didn't have anything to do until Kyuubi got back to him, so he decided there wasn't any harm in humoring the scarred man.

"Certainly. I will not let any would-be assassins hold me back again."

"What assassins?"

"The ones hell bent on keeping me from becoming a Genin last year. They followed me until the exams were through, blasting me with killing intent when I got too close to the academy. I'm surprised you couldn't feel them." Naruto could have gotten by them if he had really wanted to. But back then he'd felt that it would've been more trouble than it was worth.

"I-I'm sorry...I didn't know." Iruka lowered his head in shame, on both a personal and professional level.

"Why? You had nothing to do with it." Naruto found it quite irksome when people apologized for no reason.

"Sorry" was like the go-to response when a person didn't know what else to say. And in Naruto's view, if you didn't know what to say, then it was best to just keep quiet.

Iruka felt a shiver go up his spine. 'And I thought talking to Shino was uncomfortable.' he thought. "Still, I really should apologize…If only for not being as concerned about your absence as I should have."

The man was disgusted with himself when he remembered just how unconcerned he had been. Were he anyone else, Naruto would've been the ideal student. He was always in class, always on time, did as he was told and never talked back. With any other student possessing those qualities, not showing up for the graduation exams would have warranted a home visit. But the thought had never even crossed Iruka's mind.

"Again, you had nothing to do with it, so you have nothing to apologize for. Will that be all?" when Iruka didn't answer immediately, Naruto gave a slight nod, turned on his heel and started towards the door.

'Well, it's worth a shot.' the Chūnin thought. "Wait, Naruto."

Naruto stopped and let out a barely audible sigh. "What is it now, Iruka-sensei?"

"Would you…Would you like to go get some ramen?" Iruka asked.

"I have somewhere to be at the moment…And I don't like ramen." though he didn't let it show, the odd request had thrown Naruto for a bit of a loop. So, before the Instructor could say anything else, Naruto vanished in a puff of black smoke.

Iruka sighed heavily. He wasn't the least bit surprised; not by the response, and not by the fact that the someone so young could use the Body Flicker technique. "Well, at least I tried."


Naruto reappeared in the middle of a clearing just outside of the village walls. His own private training ground.

'So, Kyuubi-sensei, what will I be learning?' Naruto opened the link.

"What did I tell you earlier?" Kyuubi tried to sound annoyed.

'You're teaching me something, so I call you "sensei".' Naruto replied.

Seeing no flaws in his logic, Kyuubi went right to business. "Alright, Kit, since you've got Fire down pat, we're going to focus on the Wind element for now. You've got the basics, so let's start with some more advanced techniques."

At this point, Naruto was absolutely giddy. Or at least the closest approximation to it that could apply to him.

"The first one is the Air Cutter technique. In principle, it's similar to the Kaze no Yaiba, in that you use your chakra to compress the air into an incredibly thin and sharp blade. But instead of hurling it at a target, you use the blade as an extension of your arm for close quarters combat. Also like Kaze no Yaiba, it can be used without handseals, but since you're new to the technique, we'll do it the traditional way for now."

Kyuubi sent Naruto the sequence of seals, which he performed flawlessly. A second later, his right arm was encased in chakra and compressed air from the elbow down. Inspecting the new "weapon", Naruto found that it took the form of a vaguely cone-shaped distortion around his arm, extending out two feet beyond his fingertips. It also gave off a not-insignificant amount of noise, in the form of a low-pitched hum, akin to the sound of a strong breeze.

"Good, good. With practice, you'll be able to use the bare minimums of air and chakra, making the blade virtually undetectable by sight or sound. But you can start on that later. For now, let's get the rest of these down. The next is the Gufuu Jiten(2). The first step is sort of like the reverse of the tree-climbing exercise. You want to pump chakra into your feet in order to break traction with the ground, then spin as fast as you can. As you do this, use your chakra to 'grab' the air and 'pull' it with you, wrapping it around you. Keep picking up speed and grabbing more air, and eventually you'll create a miniature tornado around yourself. Excellent for deflecting projectiles, and few things are more entertaining than seeing humans get tossed around like ragdolls." Kyuubi finished with a snicker.

Though he used the correct seals, Naruto failed the first three tries. He ended up getting sick before he could built up enough rotational speed. But on the fourth, he sucked it up and powered through the nausea. The end result as a vortex of wind the size of a large dust devil, but packing the force of an EF3 tornado.

With the technique completed, Naruto gradually brought himself to a halt. He then calmly walked over to a row of small bushes at the Eastern edge of the clearing, removed his mask and promptly expelled the contents of his stomach all over the foliage.

It took a good ten minutes for Kyuubi to stop laughing.

'You knew that was going to happen.' Naruto accused.

"It happens to everyone at least once." Kyuubi replied.

'Even you?'

"Pffft, no, of course not!" the Queen of Demons chortled. "I was a bit dizzy the first time, but I didn't hurl."

'Right…Next technique, please.'

"Sure. I've got a few more Wind techniques that should prove useful."

While he was all for more techniques, of any kind, right now Naruto had something else in mind.

'Sensei…I feel I'm ready to learn some Darkness techniques now.'

Kyuubi thought for a minute. 'Damn. I really wanted to put this off a bit longer…But if he thinks he's ready, I'll start him off slow.' "Very well, Kit, I suppose you've got a good enough grasp of the element and how to control it. The problem is the nature of Darkness itself. Its ability to corrupt and control is part of what makes it so useful, but that's also what makes it the most dangerous element to its wielder."

'…You're saying that it will try to "corrupt" me?'

"Exactly. I've told you before that elemental affinities affect you physically from the moment you're born. Those with Fire affinities have naturally high body temperatures, for example. But affinities also affect your mind. Those with Fire affinities are usually quick to anger. Wind affinities are often free-spirited and restless. Water affinities tend to 'go with the flow' and try to take the path of least resistance whenever possible. But with Darkness, it's different. It brings out the worst in you; your 'inner darkness', so to speak. It thrives on negative emotions, and it will use them against you. It will try to trick and manipulate you, with the ultimate goal of completely taking over.

This is why your current state is ideal for starting down the path to elemental mastery. Being emotionally stunted as you are, there isn't much for the Darkness to latch on to. This gives you a head start, so to speak, and may allow you to master the element before it's able to influence you at all."

'And you said I needed to lighten up.' Naruto teased.

"Hey, a bit of positivity isn't a problem. It's negative emotions that the element feeds on."

'You almost make it sound like it's alive.'

"It kinda is, along with all the other elements. Remember what I told you about how elemental affinities are decided and where they come from?"

'Oh, right, the Boss Spirits.' Naruto nodded in understanding.

According to Kyuubi, every element had a "Boss Spirit"; a sentient physical manifestation of the element itself. She had never told him exactly how they came to be, but they were the reason for elemental affinities.

"Anyway, onto the Darkness training. Look down at your shadow to begin with the first technique."

Naruto did as instructed.

"Alright, now concentrate on it. Send out some chakra, and think of a doorway."

Naruto complied and watched curiously as his shadow reshaped itself to become a perfect circle around his feet. He had to resist the urge to jump away as the shadow became completely black, looking like a bottomless hole in the ground beneath him. But he was still on solid ground, so he stayed put. Besides, it was his shadow; if he moved, it would just move with him.

"Now, think of the place you want to go. A place with plenty of shadows, and close to where you are now."

Naruto looked over to the largest tree on the Western side of the clearing. It was a good hundred yards away, and was casting a suitably huge shadow in the afternoon sun.

"Now picture yourself walking through the doorway you made earlier, and coming out at your destination on the other side. It will feel very weird the first couple of times, like the sense of vertigo in an elevator times ten, but you'll get the hang of it."

Naruto envisioned himself walking through the doorway and stepping out near the tree. He felt the ground beneath him disappear and be replaced with something not quite solid. Then he felt himself beginning to sink. Once he felt his head go under he had to resist the urge to open his eyes and see where he was. He had a feeling that whatever he saw would break his concentration. And the last thing he wanted was to be trapped in…wherever the hell he was now.

Soon, he felt himself start to rise again. True to Kyuubi's words, it felt like being in an elevator when it came to a stop on a designated floor. He felt his head break the surface back into the "normal world", and noticed a marked difference that he hadn't really paid attention to on the way down. Down there, everything was…off. He had smelled something that resembled the smells of nature, but they weren't exactly right. If he had to put a word to it, Naruto would say it smelled "artificial". Like something trying to imitate the earth, grass and trees, but not getting it quite right. Even the air itself gave off the same vibe. It felt similar and it was still breathable, but it wasn't really air.

Naruto decided not to dwell on it as he felt the return to solid ground and sure footing. He opened his eyes and stared at the tree just five feet in front of him. The same tree that had been about three-hundred feet away just a few seconds ago.

"Whoa." was all he could say.

"'Whoa' indeed. That is called the 'Shadow Walk' technique, just about the most basic in the Darkness arsenal. So simple, there aren't even handseals for it. Now, beyond being a means from point A to point B, the Shadow Walk also serves as a ride to the Shadow Realm. Now I don't know whole lot about it, but I do know that it's the home of the Darkness Boss Spirit. And time passes faster there than it does here, though I'm not sure by how much. But back to the technique. You should practice the Shadow Walk until requires no concentration, like the Kawarimi or Body Flicker. Just mold the chakra, think of where you want to go, and go.

Now admittedly I don't know a lot about the technique, or any of the others for that matter. I can't use them, so all I know is what I've been told. So I'll be learning right along with you in most cases. However, it's not that big of a deal, really. Darkness is controlled completely by your mind and will. You think it, the Darkness does it. It's not like the other elements, where you need to use handseals and precise commands to make sure they don't do anything you don't want them to. So whenever you get time, mess around a little, see what you can come up with."

'Who did you learn all this from?' Naruto knew it was more-than-likely a fellow demon; someone unreachable for himself. But it was worth a try.

"Mostly the Four-Tailed Demon Lord, Riju. He was a bat demon with a very strong Darkness affinity. He was a very wise demon, very kind as well. Always willing to teach and explain." Naruto could hear the fondness in Kyuubi's voice.

'You said 'was'. Did something happen to him?'

"No one really knows. Rumor has it that a group of very powerful humans, professional demon hunters, captured him. Others say that they just weakened him and he went into hiding. But all of the explanations seem to include the same group of humans, so I assume that they are somehow involved with Riju's disappearance. Though, I doubt that any human could defeat him."

'You are stronger than him, but you were still defeated.' Naruto pointed out.

Kyuubi snorted. "I was never defeated, I was tricked and sealed, by a GOD, I might add, because I was blinded by rage. A mistake on my part, I'll admit. But Riju was too level-headed to be caught with anything like that. He's far too cunning to be captured by humans, no matter how strong they are."

'Speaking of that, why were you so angry that night? What made you attack the village?' Naruto had avoided asking those questions for years.

It wasn't because he sensed it was a touchy subject. No, his reasons were more selfish than that. He had his own ideas as to the reasons for that tragic event, and they were part of what allowed him to accept Kyuubi so readily. He saw her as a demon that, while not exactly "noble", didn't do things without a reason. She wasn't some mindless force of destruction, or some thrill-killer that destroyed entire civilizations for shits and giggles.

But what if that's exactly what had happened? What if the reality of the situation was that Kyuubi had been bored and Konoha just happened to be in her line of sight? What if she had set off the chain of events that had ruined his life, on a malevolent whim? Naruto didn't think he could take that. Kyuubi was THE constant in his life, the only family he had ever known. She was so approachable and friendly. Always willing to help, always willing to listen. He didn't want his image of her to be irreparably shattered.

Surprisingly unaware of Naruto's worries and inner conflict, Kyuubi sighed deeply. This was yet another thing she had been hoping to hold off indefinitely. But if anyone had the right to know, it was Naruto. With all that had happened to him because of her, the demoness was honestly surprised that he hadn't asked for an explanation sooner. That he hadn't demanded and explanation sooner.

"…I once had a family. A mate and three children of my own. But, earlier on the day of my rampage, I was summoned by someone. To this day, I don't know who, or what, was responsible. All I know is that when I appeared, no one was there. Naturally, I was mad, and I took out my frustrations on a small section of a forest, then headed back home… When I got there, I found my family slaughtered. My kits' bodies were scattered about in pieces…But my mate was still alive when I found him. Unfortunately, there was nothing I could do for him. There was just too much venom in his bloodstream, and I had gotten back too late.

From the injuries he had suffered, including to large puncture wounds on his neck, I knew it had to have been a snake that had done it. They have a very specific way of fighting and killing. But only two serpents in existence would have been large and powerful enough to take my mate down: Hachimata no Orochi, the eight-headed snake demon; and Manda, the Boss of the Snake summons." the sound of a soft sob made Naruto's eye twitch and his chest ache.

"And as if that weren't enough, my mate's last words were 'Find the snake'…My family had fought valiantly, if the dozens upon dozens of dead shinobi were any indication...But it still wasn't enough. Most of those shinobi had the forehead protector with the symbol of your village, hence my reason for attacking. But there were others that bore a symbol that's not affiliated with any village that I know of."

Naruto thought for a minute. The moment Kyuubi had mentioned Manda, the gears in his head started turning. But he had to be sure.

'Kyuubi…If the Hachibi had done it, you would have felt it, right? Something that strong…it would have been very hard to miss.'

"…Now that you mention it, that's right. That serpent would never suppress his power willingly; he's far too proud and arrogant. So it had to be Manda." while she was glad some of the pieces were stating to come together, it did her no good since she was trapped inside the very person she was talking to. "Wait...You're onto something, aren't you?"

'I think so. Tell me, the symbol that you didn't recognize, was it a musical note?'

"…" Kyuubi didn't trust herself to speak. Naruto had it, the identity of the one who'd so ruthlessly slaughtered her innocent family. Twelve years of wondering and speculating was all about to come to an end. Now it didn't matter that she was sealed; she had to know.

'That's the symbol of a village that cropped up some five years ago. They call themselves "Otogakure no Sato", the Hidden Sound Village. Though there's no concrete proof, it's all but certain that the village is run by Orochimaru; Konoha's most notorious nuke-nin. He was part of a trio of Kage-level ninjas known as the "Sannin", former students of the Sandaime Hokage. I know you don't care about all the details, so I'll only tell you the one that matters. Orochimaru is one of only two people known to have signed the Snake summoning contract. And though Mitarashi Anko could probably do it now, twelve years ago Orochimaru was the only person on the planet who could summon Manda.'

For nearly five full minutes, the only sounds Naruto could hear out of Kyuubi were low, rumbling growls.

Finally, she spoke. "Naruto, if we ever encounter this 'Orochimaru'…I will take over and kill him. I will have my revenge. With or without your consent."

Naruto nodded. Kyuubi didn't often use his name, and when she did, it was safe to assume she was mad or very, very serious. And Kyuubi was beyond mad now. In fact, there probably wasn't even a word to describe how she felt.

After a long silence, Naruto decided to speak up. 'Kyuu-chan…I apologize for bringing up such painful memories.'

"No, no, it's alright. If I hadn't said anything, I wouldn't have the information I do now. It may not seem like much, but just knowing who did it…It's a big step towards closure for me. So thank you, Naruto."

That gave Naruto pause. He had never been thanked for anything. Ever. In fact, whenever he did something nice for someone else, he usually got the exact opposite of a "thank you", if anything at all.

'I, uh…Y-You're welcome…'

Kyuubi giggled; it had been years since she'd heard Naruto stutter. "You know what, Kit? I think you've earned a reward."

"Reward?" Naruto cocked his head slightly in confusion.

"Yes, think of it as a gift from your sensei. Take out a blank scroll."

Naruto took out a blank scroll from a pouch on the front of his armored tactical vest.

"Now unroll it and sit it on the ground. Cut your hand and place it on the scroll, I'll do the rest."

Naruto took out a kunai and sliced open his hand, not even flinching at the pain. He placed his bleeding hand on the blank scroll and felt Kyuubi's chakra pulse through his body. It leaked out of his wound, not healing it as it usually would, instead going into the scroll itself. His blood seemed to soak into the paper, then red writing started to appear, spiraling outward from his hand. Naruto didn't recognize the writing at all. It might as well have been hieroglyphs, with the strange symbols, squiggly lines and things that looked vaguely like letters.

"Now that that's done, form the demon seals I'm about to show you, then slam you hand into the contract."

Kyuubi had trained Naruto in demon seals for three years now, and he had mastered all but the weirdest of them(some of them he just didn't have the proper hands for). He went through the seals that appeared in his mind's eye and slammed his hand into the scroll. The writing on the contract began to glow, then it spread out over the ground, arranging itself into intricate patterns in a five-foot circle around the contract..

There was a large plume of smoke as the technique completed, accompanied by the almost overpowering stench of sulfur. Thankfully, Naruto's mask was an authentic Hunter Combat Mask. This meant it came with an air filter that could be activated with a single thought.

Once the smoke cleared, Naruto could clearly see what he had summoned. Instead of some demonic entity awaiting instructions from its new master, it appeared to be body armor. Jet-black and polished almost to a mirror sheen, it looked like it had never been worn before, let alone seen battle. The set consisted of clawed gauntlets, vambraces, a cuirass, greaves and a skull-themed helmet.

"Cool." Naruto nodded in appreciation, liking the sleek, streamlined design of the armor. Not just for the aesthetics, but because it looked like it was relatively lightweight and easy to move around in.

"I know. It's in its dormant state right now, so you'll have to activate it to continue."

'And I do that, how?'

"Touch it."

'What will it do?'

"It'll turn into black slime, latch onto your body, assimilate your clothing and armor, then replicate it perfectly." Kyuubi replied, intentionally sounding sarcastic.

Naruto fell for it. 'Right…' he then reached out and tapped the top of the helmet with a finger. Nothing happened. '…I think it's broken.'

"Well you've gotta do more than just poke it!"

Now convinced that Kyuubi was just messing with him, Naruto rolled his eyes and grabbed the helmet.

'How's thi-!' Naruto recoiled as the helmet, as well as the rest of the armor, melted and attached itself to his hand.

"See? Told ya'."

Seeing no reason to doubt his teacher's words, Naruto squashed his desire to get the black sludge off. Instead, he merely watched its progress as it crawled its way up his right arm, across his torso and down his left arm.

"God, this feels weird." Naruto mumbled as the slime began to cover his legs. Just like Kyuubi said, he could feel the slime dissolving his clothes and absorbing them into itself.

It wasn't until the strange substance started going North that Naruto started to worry. He didn't care about his outfit being replicated or whatever, but he did NOT want the stuff doing the same thing to his mask.

"Hold it. Stop. Stop!" much to Naruto surprise, the slime actually stopped about half-way up his neck.

"What's wrong?"

'The mask…' Naruto didn't really know how to explain it, as the concept of "sentimental value" had been foreign and meaningless to him for years.

But Kyuubi understood perfectly. The mask had been a gift from the only true friend Naruto ever had. Well, true human friend, anyway. It wouldn't matter if the "new" mask would end up looking a hundred percent identical to the old one, or that it would be upgraded in every conceivable way. The thought that the mask She gave him would be gone forever and he'd be left with a replica was a deal-breaker.

Luckily, there was a way around that.

"I get it, don't worry. If you don't want an entirely new mask, would you settle for giving your current one an upgrade?" Kyuubi proposed.

'Certainly, as long as the end result is still MY mask.'

"It will be. As you know now, the armor responds to your commands. You think it, the armor does it. Just have the armor cover the mask, like a coat of resin, or something. You won't get all the benefits of the full-on replica, and it will add some mass, but the mask will be more durable and self-repairing."

'Deal.' Naruto replied without hesitation, then set about giving the armor a set of very specific commands. Mostly along the lines of "Do NOT absorb the mask".

The armor proved to be a very good listener, as it did exactly as told, attaching itself to the mask without assimilating it. Naruto noticed the mask was heavier, but it wasn't anything to be concerned with.

'How much longer will the rest of this take?' Naruto asked, eager to get back to training.

"A couple more minutes, tops. If not for what you like to wear, it would already be done."

With normal clothing, the armor would only have to assimilate, analyze and replicate two, maybe three types of fabric, along with dyes and whatnot. But Naruto's clothing was far from normal. Everything he wore was made specifically for ninjas. Gloves, shirt, vest, pants, boots, even his cloak; all of it. None of the fabrics were as they seemed. Just by feeling the material of his pants, one would assume that they were made or normal cotton. It was virtually impossible to tell that it was actually a composite fabric, made from things that were composite materials in and of themselves. So, instead of something like a cotton/polyester blend, the armor had to perfectly replicate literally dozens of individual materials.

Still a relatively simple matter for something so advanced, but it still took time.

Again true to Kyuubi's words, Naruto was clad in an exact clone of his normal outfit. All black, it consisted fingerless weighted-knuckle gloves, a long-sleeved compression shirt, an ANBU-issue tactical vest, and cargo pants tucked into shin-high steel-toed combat boots. It was perfect in every way. The weight, the texture, even the smell was spot-on.

Actually, it was better. Everything moved with him, as if every part was attached to his skin. Nothing shifted out of place or rode up uncomfortably. This was most obvious with his pants. He tucked them into his boots for the same reasons many shinobi taped theirs around their shins or ankles; to cut down on loose fabric and to keep things from getting inside. But he favored a clean, tapered look that was ruined with his pant-legs inevitably rode up, often unevenly. He had never been one to get caught up in aesthetics, but this one thing irked him to no end. But now, since the boots and pants were technically all one piece, and stretched to accommodate his movements, he'd never have to worry about it again.

'Okay, I'm impressed.' Naruto nodded in appreciation.

"That's it? Just 'impressed'?"

'…I am in awe of this monumental innovation in the field of personal protection. Your genius is unrivaled, and I am humbled just by being in your presence. Better?'

"Much. Now then, about the armor. I call it the Biosuit. I wanted to use an acronym, but they're a pain in the ass. I originally created it as a standard suit of armor, but I decided that was too simple. Too…ordinary. So, I created a semi-organic armor that can do everything one could possibly want it to. Different forms, style changes, new outfit for a mission; the Biosuit will take care of it all. It's even self-cleaning!" Kyuubi explained.

'Very nice. But as far as actual protection goes, how is it superior to my old armor?' Naruto asked.

If it had the exact same properties, then it stood to reason that it would provide the exact same level of protection. Which actually wasn't much, all things considered. The standard ANBU-issue armor provided excellent protection, within a certain context. The ceramic composite armor plates that provided the primary defense within the tactical vest were incredibly strong for their weight. But by nature they couldn't take as much punishment as a hunk of solid steel or titanium alloy. This was why the vests were commonly known as "flak jackets", since shrapnel and other relatively low-mass/low-velocity projectiles were just about the only things they'd actually block.

"While you'd need to go into full-armor mode to get maximum protection, the Biosuit is quite capable even in its current state. It reacts to impacts and hardens almost instantly when anything touches it with any significant force. In mere nanoseconds, it can go from being soft as velvet, to several times harder than steel, depending on the amount and type of force imparted." Kyuubi was very proud of that factoid.

To test it, Naruto slammed his fist into his chest. Instead of the muffled "thunk" of his knuckles meeting the fabric and armor plates of the vest, Naruto was greeted by more of knock, as if he had hit a solid stone wall. Which wasn't far off from what it felt like; firm and unyielding, like a block of concrete.

'This just keeps getting better.' Naruto thought, unable to keep a smirk off his face. He couldn't wait to try it out in actual combat.

"It gets better. There was another project developed alongside the Biosuit; a semi-organic cloak with all the same capabilities as the Biosuit, and more. That's a separate summon, so you'll need another scroll."


It had taken longer than Naruto had expected to get comfortable with the "living" cloak. Literally, as the constant undulations felt incredibly weird. But seeing what it could do and getting used to controlling it had been the most time-consuming processes. Two hours, to be exact. It was more than worth the time, though, as the cloak would certainly be an invaluable asset in the field.

But now it was time to get back to the reason Naruto had come to this private training ground in the first place.

"Alright, onto the next Technique. You're already more than familiar with the Shadow Clone Technique, but now you'll learn a superpowered version of it; the Darkness Clone Technique. It's the same principle as the normal Shadow Clone, but it uses demon seals. These clones can take tremendous amounts of punishment before being dispelled, around one hundred hits(3), not including lethal shots. An added benefit is that they can alter their form at will. By default, they'll be identical to you. But, being made of Darkness, by nature they have no set shape. This means that they can literally turn into just about anything, or anyone, without using a Henge." clone techniques were already among the most versatile in any ninja's arsenal. But the Darkness Clones could do things that couldn't even be dreamed of with any other type.

It was yet another thing that made Kyuubi envious of those who could wield the Darkness element.

"Here goes..." Naruto once again performed the handseals flashing through his mind's eye flawlessly. But nothing happened. "Um…"

"Oh! I forgot one of the few limitations of the Darkness Clone Technique. You can only spawn clones from shadows, and that won't change no matter how good you get. It's barely an inconvenience, but it's something to keep in mind nonetheless. Find a suitable shadow, focus on it, and try again."

Naruto did as instructed, and was relieved to see a black mass come up out of the shadow. Once it reached a height similar to his own, it stopped growing and began to morph into a humanoid shape. Seconds later, a perfect replica of Naruto was standing in front of the original. Naruto walked up to his clone and hit it in the face. A blow like that would've easily dispelled a Shadow Clone, but this one barely budged. Instead, it hit him back even harder. Both Narutos smirked behind their masks and the real Naruto dispelled the clone, noting that it dissolved into a kind of black dust instead of going "poof".

"Excellent." Naruto chuckled. These Darkness Clones were leaps and bounds ahead of the other types of clones he could create. Not only were they more covert, with no puff of smoke or anything of the like to give away their presence, but their durability was sure to be a nasty surprise to his future opponents.

He also noted that his mask had absorbed the impact far better than it ever had in his spars with Shadow Clones. Aside from the torque on his neck, he'd barely felt that punch! And a quick check with his fingers confirmed that the mask was undamaged as well. That was a massive plus for Naruto. The mask meant a lot to him, which made him very wary about wearing it on missions when he was finally graduated from the Academy and was assigned to a team. But now that the risk of it being broken or otherwise damaged was lessened, that was one less thing to worry about on missions.

"Good, but a bit slow. Practice the technique until you can make them at the same pace as the Shadow Clones. And for future reference, the Darkness Clones also have the memory transfer feature of the Shadow Clones, so be careful about dispelling too many at once."


Being a more advanced technique than the Shadow Clone, there was an understandably steeper learning curve. Where the Shadow Clone had taken Naruto all of twenty minutes to master, the Darkness Clone had taken a full hour. But he had done it, and it was time to move on.

Kyuubi's next lessons nearly had him drooling. They were Demon Skills: techniques created by demons, for demons. Of course, he wouldn't really be able to practice them now, but just the thought of knowing them had Naruto about as close to "giddy" as he could possibly be.

"Well let's get started. The first Demon Skill you'll be learning is Storm-Bringer. This technique will allow you to summon a localized thunderstorm and control the intensity and duration. I'll warn you now, this technique will take your skills in elemental manipulation and multitasking to the limits. Luckily, once you're able to control the wind, rain and lightning simultaneously, you won't really have to do anything else. Your opponent will be more concerned with the lighting bolts, hurricane-force winds and a monsoon-like downpour."

As he memorized the demon seals, Naruto also thought of ways to implement the technique in battle. It wasn't something to use casually, and it was far from instantaneous, even after the long string of seals. That being the case, any foe strong enough to make him resort to the Storm-Bringer would have to be distracted to give him the time to pull it off.

Not the most practical of moves, but Naruto certainly wasn't going to complain about it.

"The next is a real powerhouse: the Blackfire Dragon. In both principle and appearance, it's similar to techniques like the Fire Dragon Flame Missile. But unlike other 'Draconic' attacks, this one is a fire-and-forget deal. Once it's given a target, it won't stop until it hits, or is countered somehow. It won't explode on contact with anything else, unless you will it, and will either plow through or go around obstacles in its path. You can still actively control it, but you don't really have to. It's a Fire/Darkness combination technique, of course, and that Darkness element gives it another special property: it's unaffected by water. Now being hit head-on by a particularly powerful Water technique will cause it to explode, but the water itself won't snuff it out. I would let you try this one out, but I don't think it's a good idea. If the youki didn't attract attention, the resulting explosion most certainly would."

Naruto practiced the seals, but heeded Kyuubi's warning. But he had to admit he was curious as to what a technique with that kind of power could do.

"This last technique…To be honest, I don't even want to teach it to you. It's a suicide technique, plain and simple. The Hellfire Dragon." Kyuubi let out a shuddering breath. She had seen the move in person, courtesy of the very being who had taught it to her. It was truly a terrifying thing to behold. "Basically, combine the Funkakou(4)with the Blackfire Dragon, and you get that. I…No, nevermind. I don't even know why I brought it up. Forget I even mentioned it. I'll show you the Leviathan's Wake. It's a 'crowd control' attack that creates a huge, three-hundred and sixty degree wall of water that spreads outward from you. Again, I'll show you the seals, but don't use it. You'd end up drowning everything in a quarter-mile radius."

'Just as well, I don't think I would want to use it right now.' Naruto said with a mental shrug. Water techniques had always been abnormally taxing on him, even considering that it wasn't one of his main elements.

Time passed by in a blur for the masked boy as he engrossed himself in a somewhat "downtoned" version of his normal training regimen. It was still bat-shit crazy even by most shinobi standards, but there was a distinct lack of fiery explosions, flying debris and falling trees. But, with the addition of his newly-acquired Darkness Clones, the training was actually even more intense than usual. He was so used to the clones going "poof" after one hit, that he found himself being blindsided more than a few times when the clones just bounced back from all but the most deadly of attacks.

By the time he had paused for a "break", the sun was little more than a pinkish-orange beacon of light just below the Western horizon.

"Today was a good day." Naruto said aloud as he stretched, letting out small groans of relief with every pop and crack produced by his joints.

The only downside was that he didn't get to try out his new Demon Skills. Of course he knew and agreed with the reasons he couldn't use the techniques at the moment, but even so Naruto couldn't help but be a little disappointed. He had the power to unleash untold devastation right at his fingertips, but he couldn't indulge even a little.

Kyuubi decided that this was the perfect time to tease the boy. "Awww, wittle Narutokins doesn't get to destwoy anything today. It's alwight, you'll get your chance, yes you will, yes you will."

Naruto's right eyebrow twitched wildly under his mask. "That was just too creepy...even for you."

"Hey, I resent that! Besides, who are you to talk about creepy? You're the definition of the word!"

"Hey, you're the one who decided on the look, I just took a liking to it. This," Naruto gestured to his outfit, "is not my fault."

Kyuubi thought about the boy's reply, then Naruto realized what he had walked into and groaned.

"Yeah, I guess it IS my fault that you look so badass. I'm sorry, would you rather look like the Emo-King?" Kyuubi sent Naruto a mental picture of what he would look like with Sasuke's clothes on, his hairstyle, and his permanent scowl.

Naruto shuddered slightly. "Don't ever do that again."

"And why not?"

"Because I can always do worse to you." Naruto sent Kyuubi a mental image of Gai Maito in a speedo.

Kyuubi shrieked and backed into the farthest corner of Naruto's mind, screaming "sorry" all the way. Naruto had gotten his revenge, but at a heavy price.

"...I need a shower...a long, scalding hot shower." he said monotonously.

He wanted to use the Shadow Walk to get to his apartment, but thought better of it. He didn't know what the technique's maximum range was, if it had one, but he figured he'd need a lot more practice to cover the five miles between the clearing and his home. So, he fell back on the old standby, the Body Flicker.

(Naruto's Apartment)

Immediately after stepping into his apartment, Naruto looked at the clock hanging above the kitchen entrance. By his own internal clock, it was around 9:30pm. According to the clock on the wall, it was 9:28pm. Any discrepancy of less than five minutes was acceptable, as per the words of the human sensei who'd taught Naruto how to set up his internal clock.

As Naruto prepared to take his shower, he suddenly wished he hadn't sent Kyuubi into hiding. She had never told him if could take the Biosuit off normally, or if there was some kind of special procedure involved. But, as it turned out, the Biosuit continued to behave like normal clothing as he took it off, separating into all the proper pieces without so much as a single twitch.

The cloak, on the other hand, required some "convincing" to relinquish its hold on its new owner. Even after he took it off, it followed him to the bathroom, slithering across the floor like a giant snake, until he told it to stay behind. Yeah, the cloak would take a LOT of getting used to. On the plus side, Naruto couldn't wait to see other people's reactions to the cloak moving the way it did.

"Now, time for that shower."

(The Next Morning)

Naruto had slept like a baby for the first time in…Well, since he was a baby, probably. His nights were usually filled with frequent interruptions in his sleep. Whether it be restlessness due to energy he hadn't burned off, or noises in the middle of the night, Naruto rarely got a full night's sleep.

That didn't really bother him, but now that he had gotten a good night's rest, he found himself wishing it happened more often.

In fact, he almost wished he was asleep right now. Because that would mean that him all the cold and contemptuous, or downright angry and hateful glares and whispers would all be part of a dream. And that would mean that he could kill the owners of every one of those eyes without even the most minor of consequences.

Fortunately, for the citizens of Konoha, Naruto was wide awake, and well aware of what would happen if he decided to lash out and kill someone unprovoked. So it simply ignored them, treating the people like background scenery as he made his way down the streets, towards the Academy.

He was disappointed when he made it through the gates and into the building without incident. He had been looking forward to making an example out of the first fool to try and impede his progress. But he got his chance to put some fear in somebody when went by the receptionists' desk, where a female Chūnin busy typing away at her keyboard, totally absorbed in whatever she was doing.

If it had stayed that way, there wouldn't have been a problem. But a some five seconds after Naruto walked by her desk, her head shot up as she noticed him.

"Oh! I'm sorry, I-" she stopped the pleasantries when she noticed who she was talking to. "Oh, it's you." she spat.

Naruto just waved his hand dismissively. "Yeah, it's me. I'm going to class now." Naruto walked off, but stopped when he heard the receptionist mutter "demon brat" under her breath.

With a small smirk, Naruto slowly turned to look at the woman, who glared back defiantly. Using a trick Kyuubi had taught him, he sent some chakra into his eyes, causing them to glow a brilliant shade of blue. Shining through the eye-slits of his mask, it made for a very eerie effect. Combined with a concentrated wave of killing intent, the receptionist never stood a chance.

The young Chūnin suddenly found it hard to breathe as she looked into the demon boy's glowing eyes. She coughed, taking her eyes off of him for just a second. When she looked back, he was gone, though the oppressive sense of dread remained. She soon learned why when a clawed hand wrapped itself around her mouth a split second before another erupted from her chest in a torrent of blood, bone and tissue.

Satisfied with a lesson well taught, Naruto turned on his heel and walked his classroom. Behind him, he heard the receptionist retch and spill her breakfast into a trashcan.


Iruka was not having a good day. It was graduation day and the students wouldn't settle down. He had tried everything short of attacking the children. The only ones who were even remotely calm were Sasuke, Shino and Shikamaru, but you could tell they were just as excited. Well Sasuke was, anyway. With Shino, you could never tell what was on his mind. And Shikamaru…His snoring said all there was to say about his attitude towards graduation.

Fortunately, the ultimate "riot-buster" was just outside the classroom door. The moment that Iruka felt he was going to snap, and Mizuki moved to restrain him, Naruto walked into the room. The temperature seemed to drop several degrees and the students immediately clammed up.

Mizuki outright scowled, while Iruka was torn between jumping for joy, and chastising the boy for his tardiness.

"So kind of you to join us, Mr. Uzumaki." Iruka settled on the latter.

Naruto just snorted. "Your receptionist is a bitch, that's not my fault." the classroom gasped at Naruto's use of foul language. Sure, they all cursed at one point or another, especially Kiba, but they at least made an effort to watch what they said around the instructors. But Naruto? He just didn't care.

"Watch your mouth, young man!" Iruka shouted, even though he had seen how she treated Naruto on a daily basis.

Naruto turned to Iruka, his masked face betraying absolutely nothing. But Iruka was one of the few people to know that the mask didn't make much of a difference. He had seen the boy's face, and he could honestly say he preferred the mask.

Those soulless, predatory eyes still haunted his nightmares some nights.

"My apologies, Iruka-sensei, but you know what I say is true." Naruto bowed to Iruka and just nodded to Mizuki, whose glare intensified.

"Watch out for the white-haired one." Kyuubi yawned, having just woken up.

'What for? There's nothing that insect can do to me.' Naruto replied with a mental snorted as he made his way to his seat.

"You know, Kit, those were my exact thoughts moments before my sealing. Don't let your power go to your head. You may be an academy student with the power of a Jōnin, but you can still be defeated."

'I know that all too well, Kyuu-chan, but it will take far more than some third-rate Academy Instructor to beat me.' Naruto took his seat two rows behind the Uchiha, or as Kyuubi called him, the "Emo-King".


First chapter is finished! W00T!

Since this is an AU story, many things will happen a little later than they did in the series and the manga. Like Mizuki stealing the Forbidden Scroll of Sealing. And before people start saying Naruto's too strong, there is a reason for that. His enemies will be much stronger than they are in the manga and the series, but only the main ones(Orochimaru, Akatsuki, etc.). He will also be fighting some very high level demons, among other supernatural beings, later on.

There will be flashbacks explaining what happened in Naruto's past, but not until later, it kinda slows down the story.

(1) I know "Arashi" isn't the Yondaime's real name. It's not his real name in this story, either. It's the name he chose when he denounced his clan(yes, he DOES have a clan in this...well, he did have one). Hence Sarutobi's hesitation in calling him "Arashi"; he knows that's not his real name, but he's respecting a dead man's wishes. Can't believe I've waited this long to make that clear in this first chapter, but here it is.

(2): Gufuu Jiten – Typhoon Rotation.

(3): Think of it like a video game, and Darkness Clones are characters with health bars set at one-hundred points. Now, anyone who knows anything about games knows that one hit rarely does just one point of damage. With Shadow Clones, a simple hard pat on the back can dispel them. Imagine something like that as being able to take off one point from a Darkness Clone's "health bar". In contrast, a hard punch from a Jōnin may be able to take off up to eighty to ninety points. In other words, the "one-hundred hits" thing is NOT to be taken literally, it just means their threshold for punishment is about a hundred times greater than a Shadow Clones, and, when you think about it, that's not saying all too much.

(4): Funkakou – Crater. Named such because that's all that's ever left behind once it's used. It's a suicide technique usually taught only to very high-ranking spies on very, VERY sensitive missions. Though it can be done with handseals, it's typically activated by a special seal on the user's body. It takes every bit of the user's chakra, compresses it to the absolute limit, then releases it all at once, effectively turning the person into a living bomb.

Read & Review please!

Jason out!