He could smell it everywhere. On him, on the burning buildings around him, leaking out of the body of the last of his childhood friends not far from him… it was even in the mud that he was lying in. Something cold and wet hit his face, causing him to stir and beginning to bring him back to his senses. Was it raining too? He couldn't remember when it had started…

It was strange, even the rain seemed to smell of blood, though that was impossible… or at least improbable.

He could smell the fire too. The burnt stench of wood slowly being reduced to ash, a hint of sulfur being carried in the smoke as the buildings, walls, and even citizens of his village burned around him.

Slowly he became aware of the sounds reaching his ears. The creaking of the buildings as their support beams burned away and more and more weight was placed on boards and beams that weren't meant to hold so much… the pitter-patter of rain – or blood – sprinkling down from the heavens and landing in the puddles made in the small potholes of the road… the cries and screams of those watching their friends, family members, or even complete strangers being massacred… the battle cries of their enemies who had at long last overrun them… a rasping sound that he couldn't immediately identify until he realized that it was the sound of his own breath laboriously being pushed in and out of punctured lungs, carrying the scent of still more blood to his nose as it pushed against the mud on his face… and the laughing.

As much as he hated the other sounds, it was the laughing that he hated the most. It mocked him for his failures that day and in days past. The sound of his friend's laughter coming out in a manner that Sasuke had never used before…

Though it was little more than a whisper, it roared in his ears, drowning out everything else.

"Ku ku ku…"

It wasn't even a real laugh he realized, just the sound of amusement. A sound that was designed to make those who heard it realize that they were hopelessly outmatched and that their enemy didn't even feel it was worth the trouble of actually laughing at their wasted efforts. To let them know that they would soon die, just as their friends had, just as their teachers had, just as hundreds – maybe even thousands – had before them.

Lying broken and defeated at the feet of Orochimaru.

Slowly Naruto lifted his head from the mud, spitting blood from his swollen lips and pushed his long blond hair away from his face so he could look at the snake-like eyes peering down at him from Sasuke's face.

Orochimaru in Sasuke's body was a horror than even his most terrifying nightmares couldn't eclipse. Perhaps it seemed even worse because for a short while he'd been allowed to believe that it wouldn't happen as he'd spent years fearing it would. He'd thought that Sasuke had defeated the Sannin, that the danger had passed, but, like a parasite Orochimaru was lying dormant within the Uchiha, slowly gaining more and more power until he was ready to take over and when he was, it happened almost instantly. One day there were reports that Sasuke had taken over the Sound and was searching for Akatsuki – or at least Itachi – and the next thing he knew Orochimaru had miraculously returned. He'd thought that he might get his friend back, that Sasuke and he would meet up in their search for Itachi, and while they did meet, Sasuke was even more changed than he'd been during the previous attempt to rescue him. He led his own team now, for his own reasons, and he didn't want anything to do with his friends from the past. He eluded them that day, disappearing while they were distracted by other battles and by the news that Jiraiya had been killed.

Itachi was found dead in a long forgotten Uchiha hideout, his eyes plucked out of his skull, and Naruto had thought – hoped – that Sasuke would return to them, that having accomplished his goal of killing his brother, he'd come back to rebuild his clan. It didn't happen. Naruto never found out if it was the Orochimaru-infected Kabuto who managed to transfer the Sannin into Sasuke's body or if Orochimaru himself was still alive inside of Sasuke after their battle, but news soon trickled out of the Rice Country that Orochimaru had returned and that he now possessed the body of the last known Uchiha.

After that, it wasn't long before Orochimaru and the Sound began to use his new body to take over several countries. They made treaties with stronger – but just as ambitious – countries, attacking mutual enemies until the Sound was strong enough to break the treaty (or had found another country to ally with) and then turn on their former allies. In just a few short years, the map of the continent had been redrawn, with the once-small Rice Country now dominating the majority of the continent.

Conventional wisdom was that it would take Orochimaru years to consolidate his power within his enlarged country, that the ninja of the other nations would rebel against him so that he was forced to constantly put down new rebellions, but conventional wisdom didn't seem to apply to Orochimaru. The ninja of the conquered were all too happy to accept their new leader and their new title of Sound-nin. Because of this, his forces only seemed to grow stronger the more he used them.

No nation was safe, but Konoha had always been the real target and had always known it. Perhaps, had it not been for Akatsuki and the more immediate threat they posed, Konoha could have used a preemptive attack against Orochimaru to save themselves or at least concentrated on preparing for the war that they could see coming. Unfortunately they didn't have the man power to fight the shadowy organization that threatened the world and Orochimaru and his allies. By the time Akatsuki was dealt with, the Sound was too strong to attack directly and all of their attempts to prepare for the war served merely to delay the inevitable.

As the Sound's power grew, the Leaf's shrank until it was nothing but a shadow of its former self. Soon the Sound had the power to crush Orochimaru's village of birth, but it waited until its victory was absolutely assured. The Sannin had learned from past mistakes. He took no ally with him when he finally attacked the Fire Country; he relied on none but his own followers and his own power.

Naruto knew that Konoha's ninja were better trained and generally more powerful than their Sound counterparts, but they were not nearly numerous enough to pull out a miraculous victory. It was because of this that he had hunted down the body of his former friend amongst the burning ruins of the village he loved. He knew he had to cut off the head so that the body would die.

But after nearly twenty minutes of fighting, it had become clear that it wasn't going to happen.

Naruto had long since learned that good didn't always triumph over evil and that even when it did the price was often almost more than he could bear. It was hard to say when he'd let go of his childish assumptions of how the world worked or of his belief that if he just tried hard enough he could do anything. Probably it had started with Jiraiya's death or maybe it even went back to the day when Sasuke left the village. Somewhere in there, he'd had to grow up and see just how terrible and frightening a world he really lived in. Even with those losses, he'd tried to push through, of course, but it grew harder and harder. As his friends were needed on more and more dangerous missions, the odds began to catch up with them and there seemed to be nothing he could do to hold onto them.

The seeming inevitability of his precious people's deaths was a hard thing to accept and it only got harder as the body count piled up. They weighed on him day and night and the faces of those he'd lost haunted his dreams until he was only a shadow of the young man he'd once been. The hardest of all of them, the one that really left him broken, wasn't one of the first or the latest, but she was definitely the most important. Sakura, his best friend, his teammate, perhaps the only woman he'd ever really loved, died in his arms after a failed mission to kill the body that had once belonged to their best friend and in a way, Naruto died with her. He'd never forgiven himself for it and never really gotten over it despite the best efforts of his surviving friends. And then they too began to be killed. Sometimes it was in a large battle, other times it was just on a simple mission. They died protecting him, they died because of missions he assigned to them, they died because of missions they took despite his efforts to keep them away from danger.

And on top of all that, the village that he loved so much was also dying. The battles, the wars, the sneak attacks, they all took their toll on the once beautiful and peaceful village. He wouldn't be able to save it, just as he hadn't been able to save Sasuke or Sakura or any of the others. Now, the one chiefly responsible for all those losses and thousands more was merely staring down at him with a fond expression that seemed misplaced on Sasuke's face as he watched Naruto pull himself up from the muck… all the while making that annoying sound.

"Ku ku ku…"

"Shut up," Naruto growled as he wearily brought his hands up in front of him while blood red mud dripped from them. He could feel the kyuubi's power welling up inside of him, begging to be released, but he refused to give in to it. The fox's power was a double edged sword and in a fight like this, he couldn't afford to lose control. Kyuubi would give him power, but he wouldn't be able to think anymore and he wasn't so sure even Kyuubi's power would even the playing field… at least not a semi-controllable amount of Kyuubi's power. He supposed he could let the demon out completely. That would at least slow Orochimaru down, but Kyuubi would destroy the village anyway so nothing would be gained.

"You've lost, Naruto-kun," Sasuke's voice chuckled, "just give up and I'll make your death quick."

"If there was any of Sasuke left in there, you'd know I don't do that," Naruto growled, hoping that he wasn't lying.

"Look around you," Orochimaru laughed, waving a hand at the burning buildings and the dead bodies all around them. "You still want to be Hokage? You still think you can be Hokage? By the end of the day, there won't be a village left to be Hokage of!"

"There are more important things than being Hokage," Naruto countered with more confidence than he actually felt. "Once I've killed you, it won't matter that you tried to burn the village to the ground, Kohona will live on… the Spirit of Fire will keep burning!"

The Sannin shook his head and ran a hand through his long, dark hair, brushing it away from his face as his head rolled lazily to the side and his lips curled upward in a mocking smile. "You're just as naive as Jiraiya was."

Nartuo tensed at the mention of his dead teacher and friend.

Orochimaru's yellow, snake-like eyes grew hard as they focused in on the blond ninja. "I'll show you how wrong you are, just as I showed him…" He closed his eyes for the briefest of seconds and whispered, "Sharingan!" When he opened them again they were the color of blood and the oh-so-familiar three tomoe could clearly be seen, even from a distance.

For a moment, Naruto was back at the Valley of the End, trying to stop his friend from going to Orochimaru. Until he'd tapped into Kyuubi's powers, he'd been helpless against Sasuke's eyes then. There was only one way to defeat a Sharingan user and that was through speed. The amount of insight the bloodline limit gave its users was unbelievable, but speed countered it. If you were faster than the one using the Sharingan, you could still win.

Naruto was fast.

He was incredibly fast.

But he was not faster than Orochimaru, not enough to beat a Sharingan anyway. The fight had been over before, now it was… whatever came after 'over.'

Naruto's only option was to use Kyuubi, to hell with the dangers and the consequences. His mind would no longer be clear once he allowed the demon's chakra into his system, techniques would be thrown by the way side in favor of animal instincts, and the demon would hunger for more and more control until it had completely taken over. Once he started down that path, he would keep going until only death surrounded him or something snapped him out of it. He'd come close to killing friends while in that state… he had ripped Jiraiya's chest open and thought nothing of it… but his friends were all gone, his village was falling apart around him, and he was surrounded by enemies. Perhaps it was time to let the monster within him out to play.

"You look scared, Naruto-kun," the snake Sannin taunted, "but you don't know fear, not yet… my Sharingan hasn't gotten to the scary part yet!"

Orochimaru slowly brought his hands up in front of his face, pinky and ring fingers laced together, middle fingers raised and pressing against each other with his index fingers bent, touching tip to tip. His hands remained like that for only a second and Naruto knew it was just long enough to draw more chakra to his eyes, he'd seen that movement done dozens of times in the past.

"Mangekyo Sharingan!"

In an instant, Naruto's eyes were on Orochimaru's feet. He'd faced Itachi and Madara, he knew what the Mangekyo was capable of and he couldn't help but smile. There was still a chance to win and he might not even need Kyuubi to pull it out.

The Mangekyo Sharingan was immensely powerful, but it took even more power to use it. It wrecked the user's eyesight and depleted chakra reserves at an astonishing rate. He'd picked Kakashi up off the ground often enough to know that.

If Orochimaru was going to use such a wasteful move against someone who knew how to fight it, there was still a chance.

"What are you looking at, Naruto-kun?" Sasuke's voice with Orochimaru's accents asked. "There's no need to look away, it's always better to see your death coming… or so I would imagine."

"You're forgetting who beat Madara," Naruto countered, "I know how to fight the Mangekyo Sharingan."

"Tobi was no longer the person he'd once been, but I suppose I should thank you for that," Orochimaru chuckled. "Had it not been for you and your friends' efforts, Akatsuki might have made things difficult for me. Of course, I managed to beat Itachi for you, so I'd call us even.

"You didn't beat Itachi, Sasuke did," Naruto snapped back. "He didn't need your help to do it either, he would have gotten there by himself if he'd stayed with his friends."

Orochimaru smirked and shook his head. "I am Sasuke and Sasuke is me. We killed Itachi. Even as he fought him, Sasuke could feel me growing inside of him, becoming stronger and stronger, reaching the point where I would take control… but that hardly matters now, does it? Let's stop worrying about the past, because I've already killed you. Your past, your future, they're gone, because looking down doesn't save you from this Sharingan… just as it didn't save Deidara's arm when he fought you and my little tool Kakashi."

In spite of himself, Naruto's eyes flickered up to Orochimaru's and then he couldn't look away. The three tomoe had become three sickles, connecting where the Sannin's pupil had once been. Naruto had seen this variation of the Mangekyo Sharingan before as well, but it had only been used on enemies of the Leaf.

It was Kakashi's ultimate trump card.

The world around him suddenly seemed to melt, as if it had been nothing more than a chalk painting on the sidewalk that was now being washed away by the rain. Naruto tried to back away, tried to move in any direction, but his feet refused to respond. The world around him was all bleeding towards him, the bodies on the ground, the mud, the rain, the burning buildings; all of it was collapsing in on him.

There really was only one chance now, only one possible thing that could turn the fight around. It would be his final attack, because he would be no more once it was done, but perhaps it would be worth it. Orochimaru could not be allowed to survive. The Sound could not be allowed to continue to subjugate the rest of the continent. Anything was better than letting that happen.


Naruto could feel the demon now, deep inside him, howling to be released. All it took was a simple closing of his eyes and he was back in the darkened tunnel, standing in the knee deep water before the huge gate. It was hard to be sure, but Naruto thought Kyuubi almost looked pleased to see him after so many years of being studiously ignored.

No words passed between them, the demon simply smiled as Naruto hung his head and stepped up to the bars. His trembling hand reached up and grabbed the seal upon the cage and pulled it away. There was an awful cry of delight from within the cage as the doors burst open and Kyuubi stepped out, finally free. Naruto didn't even flinch as the two giant paws closed around him.

"NOW YOU WILL SEE TRUE POWER," the demon promised.

Naruto's eyes fluttered open as he reawakened in the real world. He could already feel his body and mind detaching from each other as the demon within him began to take control. Perhaps it was because the seal was no more or maybe it was a side effect of the Mangekyo Sharingan, but he could feel everything that was happening to his body with perfect clarity. Orochimaru's attack was now crushing and pulling his body apart as the vortex sucked him every deeper within it. For a brief second, he thought it was the most painful thing he'd ever experienced.

And then Kyuubi's chakra exploded from within him and he found out just how wrong he'd been. Naruto threw his head back and screamed as every muscle in his body simultaneously contracted with such force that he heard his own spine snap only to instantly heal. His whisker marks grew wider and darker as the brilliant blue drained from his eyes and was replaced by the deepest of reds, his canines lengthened and sliced into his swollen lips, drawing a stream of blood that fell from his face and was caught up in the vortex and swirled around him like a halo. Red chakra blazed thickly around him, forming a second skin that burned his body. As his scream died, his breath came out in short, quick gasps, with low growls interrupting every few seconds.

"You're too late," Orochimaru taunted. "You should have let the kyuubi out earlier because at this point you're already dead!"

Kyuubi-Naruto knew he was right, they were already trapped in the dimensional rift, from which escape was impossible. The Jinchuuriki snarled and threw his hand forward as the vortex swallowed him up and collapsed, but the clawed chakra hand of the kyuubi continued forward even as Orochimaru's attack finished its work. The Sannin's eyes widened for just a moment and then the claws sank into them.

Through the tiny pinprick of the real world that he could still see, Naruto saw Orochimaru fall to his knees, clutching at his eyes and screaming in pain and anger. The red chakra wavered and then vanished as the vortex expanded outward uncontrolled, swallowing even the last of the great Sanin. When Kakashi had used the Mangekyo Sharingan, he'd been able to precisely aim and contain the space-time warp, but Orochimaru's seemed to be out of control… or maybe it was simply that from inside the vortex everything seemed to be collapsing in on him.

There was no way to know and it didn't really matter anymore.

'It's not fair,' Naruto thought, not even finding it odd that he was once again in control of his body and mind, as he watched Sasuke's body twist and deform, 'It shouldn't have been this way…If I had just done things differently… none of this would have happened.' It was so easy to look back, to remember those times when things were simpler, and to see all of those unknowing mistakes that would eventually become the problems that destroyed his village.

His eyes began to glaze over as images passed in front of them, battles against the Sound, meetings with the Village Council, watching Hinata's marriage, the losses of his friends, the death of Sakura, destroying Akatsuki, fighting Itachi… from there the images began to move faster than his mind could keep up with. He managed to make out the fight against the immortal Akatsuki members, and then meeting Sai for the first time, training with Jiraiya, meeting Tsunade, the Forest of Death, the Wave Country, and finally the day he'd been placed on Team Seven…

He wished he could start over again, to grab that young idiot posturing and boasting by the ear and knock some sense into him, to be more of a friend to everyone around him from the get go, to not waste time thinking about how amazing he was (especially since he wasn't)… but there was no time for that, it was the past, it was out of reach…

And then, everything went black as Naruto's body was torn to shreds by the gravitational pull of the vortex.

Once more, Orochimaru had come out on top.