A/N

-welcome to my first fan fic. I hope you all enjoy the ride.

-This fic will have mature content and themes. I really do not recommend anyone under the age of 16 read this.

That said I have only one request and that is for reviews. Any budding author wants reviews and more than just a -cool- or -you suck-. Please take the thirty seconds to leave a constructive review. Thank you.


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Chapter 1

Tears cry in the past!

"jiraiya-chan was killed in battle… jiraiya-chan was killed in battle… Jiraiya-chan was killed in battle…" Naruto awoke with a start, panting and gasping for air. The past two nights had been like this. The same nightmares over and over. That wrinkled old toad repeating those dreadful heart-wrenching words. Naruto didn't know what was worse. What the toad said to him or what he said to Granny-Tsunade. "If he were the fifth he never would have made you go on that mission."

He felt so guilty from saying that to her. At the time he had forgotten that the two were a step below lovers in their relationship. A relationship that spanned decades, wars, and countless battles. He was such a fool. He wouldn't apologize though. His anger and grief were tearing him apart. He couldn't sleep. He couldn't eat. All he could think about was the day and moment that he learned that his teacher, the man he considered a father. Jiraiya, the Sannin, one of the greatest shinobi on the planet was dead. Killed in battle by the leader of Akatsuki.

Naruto got out of bed and shuffled over to the ledge of his window and sat down. It was a peaceful night. His home, Konoha, was asleep. The stars were bright and the cloud few. Wandering the sky without a care in the world. Looking at them at that moment he understood what fascinated his friend Shikamaru about them. Clouds had no troubles. They just existed and floated above everything, admired and ignored.

Naruto used to do anything for attention, for recognition, but now he just wanted to escape and fall off the planet. As he sat there memories of his time with Ero-sennin ran through his mind.

(flashback)

"YO! Naruto! I have something for you." Naruto paused in his Taijutsu training to look at his mentor coming down the path from the town they were staying in. Earlier that day Jiriya has showed Naruto this cool flip that could be turned into a defensive attack. Basically he was trying to flip in the air and position his legs to block punches and kicks and use the enemy's appendage to swing his body under with a kunai or even maybe a rasengan to get under his defense. It was very difficult and he had been working on the flip alone for the better part of six hours.

"Eh?" Jiraiya exclaimed." You're still on the flip?! What have you been doing? Reading my manuscript? You should have that mastered by now kid!" Naruto fell into his typical challenging stance. Legs spread and pointed a finger at the perverted hermit.

"Reading your manuscript?! I'm not perverted like you I don't read that trash! And how am I supposed to get the flip when I don't have anyone to practice on huh?!"

Jiraiya flared in anger and pointed at the brat. "Watch who you're talking to! My research is important! Those books feed us I will have you know! And why aren't you using a shadow clone as a target?"

Naruto was about to come back with a sarcastic retort when Jiraiya mentioned the shadow clone. Naruto just stood dumb-struck over have not thought of that. "Well why didn't tell me that in the first place? You're the one who always says I need to do things on my own!" His mentor just sighed and knelt down next to Naruto.

"Naruto. We have been traveling together for six months. I can't do the thinking for you. Your strong kid, but all the strength in the world doesn't keep you alive if you don't think about how to use that strength. You're as crafty as that fox in the heat of battle and come up with plans that are just plain astounding. But those plans usually involve a great deal of wasted time and Chakra to pull off. One of these days one of those clever ideas of yours won't work and you will get yourself killed." Jiraiya reached out an poked Naruto in the chest, who was glaring at his mentor. "If an opponent is stronger than you Naruto, you have to be smarter than him, and honestly kid, the idea of using a shadow-clone as potential practice partner is pretty simple as much as you use the things."

Naruto hated to be called simple and open his mouth to give the old wind-bag a piece of his mind. "But-"

"No buts!" Ero-sennin cut him off. "Tomorrow we are halting all physical training you are going to start to study some books on tactics and training.

Books…books…books... The words echoed in Naruto's mind like some dark horror descending on him. Study? Books? He could only say one thing in his absolute terror. "HELL NO!" He argued. -BONK!- Jiraiya had Naruto in a headlock in an instant as was punching him on his head.

"Tell me no will you? Just for that you don't get to go to the bath-house with me tonight! AHAHAHAHA!" Naruto pried himself out of the headlock feeling the lump on his head and glared at the old man.

"Yeah right you just want to go peeping! Honestly how many hours do you need to peep on women a day?"

"Its not peeping I said! Its Research! But anyways here is your present." Jiraiya pulled out a picture and handed it to Naruto.

Sweatdrop-"This is a picture of you with a girl on your lap sensei..."

"eh? Whoops! Ehehehehe." Jiraiya laughed nervously. He snatched the picture out of Naruto's hands and gave him another.

Naruto look at it and felt a lump form in his throat. It was a picture of him and Ero-sennin about two months back, after they took out some bandits that were bothering a small village. Jiraiya had his arm around him and Naruto had these pretty little twin girls he had saved in his lap hugging Naruto and laughing with these big bright smiles on their faces. Naruto didn't know what to say. He felt tears well up in his eyes and impulsively his hugged his mentor.

(end flashback)

Naruto reached over to his nightstand and pulled out his photo album and flipped to that picture. A drop of water fell on this picture and Naruto reached up to wipe away the tears that had started. It was always this way at night. Another memory, another gift, another time of laughter that seemed so far away now. He felt lost.

Sitting up he threw on a baggy white tee-shirt and leapt out the window and down to the streets of Konoha. He wandered close to an hour before he realized where he was. He looked over the small bridge to the bathhouse where he first saw the Toad-hermit. The scene played back in his mind and he sighed. He sat down on the bridge and pushed all those thoughts down and pulled out the paper that Shikamaru gave to him. It was the last words of Jiraiya, put into some Bizarre code. Naruto had been trying to figure it out all day. Everyone said he was the only one who could. Even the code-breakers didn't have a clue and Tsunade just ground her teeth and punched down a wall after looking at the thing for an hour. So it was all up to Naruto.

He stared and stared at it, going over his memories for anything Jiraiya might have said. It was his last words they HAD to be important. He just stared and stared getting more and more frustrated. He heard a laugh and looked behind him to the bath-house to see three women coming out the door. Nani?! He thought. One of the women had to have some of the biggest breasts he had ever seen besides Granny-Tsunade.

His thoughts stopped right there, yet raced at the same time. Granny-Tsunade…breasts… Granny-Tsunade…breasts…Why did that trigger something in his mind? Then it clicked. He didn't know if he should shout for joy or slapped his forehead and curse the perverted hermit for being a pig. It all came back. It was the picture he looked at earlier that night that did it.

(flashback)

It was the following day that he received the picture and he was sitting on a bench with his mentor.

"Now Naruto. One of the most important things when you fight anyone is being able to size them up properly. You need to know the reach of their arms, legs and neck. How much they can twist how many steps they need to take to reach you. If they are limber, I mean agile enough to avoid certain taijutsu moves. Once you get that down I will teach you how to turn that knowledge into your strength. Now what do you see across from you?"

Naruto looked over and sighed. He somehow knew where this was going to." A bathhouse…"

"No. What are across from you are women. That the luscious blond that is coming out right now. How big do you think her breasts are?" BONK! "Owe! Naruto!"

"If I've told you once vie told you a thousand times. I'm not a pervert who looks at women's breasts!" Naruto yelled. Many of the people stopped and stared. Women were nodding with approval at the young boy and shooting glares at the perverted hermit while crossing their arms over their chests and hurrying away.

"You brat! I will have you know this is the greatest way to learn this stuff! A woman's breasts are always a mystery cause of their bras. It changes everything just like shinobi clothes! If you can tell a woman's breasts size at a glance you can size up any opponent!" Naruto thought this over. He did have a point. He hadn't spent six months with the pervy sage without seeing his share of women and at least being a little intrigued. He didn't dare let Jiraiya-sama know that however or else all training would end and he would find himself in every bathhouse there could be with Jiraiya-sama throwing Naruto at any women he could. So he just nodded to the Sannin and said. "oh."

Jiraiya nodded and got a serious look at his face. "Now take Tsunade for example. Those wonderful jugs are really something! How big do you think they are?"

Naruto ground his teeth and almost leapt at his mentor but held back because well. Granny-Tsunade did have a rather big, erm chest. "I don't know."

"They are 106 cm. That Anko girl. She is 64 cm, but she hides it with a tight restricting bra. Designed by –"

"How do you know who designed her bras'?" Naruto stared suspiciously.

The pervy sage grew uncomfortable at this point and evaded the question. "Cause I am the Great Toad Hermit and I am gifted with –"

Naruto leapt up and pointed accusingly. "Yeah right! You peeked at her undressing you pervy old man! Wait till I tell her!"

Jiraiya started to wave his hands franticly at Naruto trying to calm his down. "Eh Naruto lets just forget about that for a moment and I will give you Raman for a week! Besides breast sizes are great for hiding messages in a code"

Naruto calmed down at this point. "Raman? ALL RIGHT!" He punched into the air.

Over the next month the hermit drilled into Naruto the various breast sizes of all the shinobi that Naruto knew including Sakura which earned the toad sage a close call with a Rasengan for even looking at his team-mate like that. After Naruto got down how to measure an opponent accurately Jiraiya went into his own code style.

(end flashback)

Naruto grew excited as he studied the code in a new light. 'Yes there...and there' he thought seeing some of the patterns. With a Fierce grin he ran off to the Hokage tower.


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Tsunade was sleeping at her desk. She rarely made it back to her room the past couple weeks since Akusuke had begun their advance. She to, was having a Nightmare about her beloved team mate and almost lover. It was a wonderful dream as well at it was about the night before he left for the mission and she had allowed him to kiss her for the first time. Even though she was drunk on sake.

She awoke with a start as a loud crash echoed in the hallway and she heard yelling from what could only be Naruto and two of her ANBU guards. She looked over at the clock. 4AM. A vein ticked by her eye and she clenched her fist at being awakened and marched into the hallway.

"NARUTOOOO!" Her yell silenced everyone and the guards looked at their Hokage in fear.

"We are sorry Hokage-sama. We tried to stop him but he insists on seeing you!" One of the guards with a wolf like mask said. Tsunade was about the lay into the brat and send him through a wall but Naruto's words stopped her cold.

"I broke the code!" He cried, waving a piece of paper in the air. She looked at him blankly and then turned to Shizune who had come out of her office bleary eyed to see what the ruckus was.

"Shizune. Get Kakashi, Ibiki, Yamoto, Sakura, Shikamaru and Anko in here right away! I don't care what they are doing get them here!" Tsunade used her evil eye to enforce the order and Shizune cringed away and nodded. "Hai Hokage-sama." She nodded to one of the ANBU and they took off at a run.

She led Naruto into her office and sent the other ANBU for some soldier pills to wake the people, that would be arriving, up and able to think correctly. Naruto was about to gush everything out but she held up her hand. "Save it for now Naruto wait till everyone is here so you don't have to repeat it several times. Naruto nodded and started pacing. It took about twenty minutes but everyone eventually arrived. Sakura was about to go ape-shit on Naruto for waking her up before Tsunade stopped her and looked at the group. "Naruto thinks he cracked the code. Everyone take your pills. I need everyone in top shape for this. It is important." Everyone started at this and quickly took the pills and perked up right away. "Go ahead Naruto." Tsunade said as everyone focused on him.

"Well as you all know Ero-Sennin was one pervy old man." Tsunade had to crack a smile at this. She did indeed know and it was good that Naruto was able to talk about him without going into a depression. "Well about six months into my training he started to teach me how to think better and a month after that he taught me his little code. I forgot about since we barely went over it. He wrote everything in this code and he didn't want me to know all his little secrets. It basically revolves around using measurements to assigned names and then using the letters of those names to form the message and using part of the number message to put the letters into the proper order. I don't know how to put them in the proper order, but I can give you the names and I guess the rest of you can figure it out. It's a start anyways."

Tsunade put rested her chin in her hand and nodded intrigued. "But what do you mean by measurements Naruto?"

Naruto grew hesitant at this point and tried to look away but somehow she saw his eyes float to her chest and she started to get a chill at what he meant. "Well. Ummm you see Granny-Tsunade." God how she loathed that name. "Your 106cm." Kakashi coughed hard and sank down a bit into his chair. Tsunade felt a vein pop in her temple and she clenched her fist about to knock the brat into the next life. "and Sakura is or was 31 cm before we left for training." Tsunade slowly stood up.

"Wait a minute Naruto." Sakura said. "but what is 31 cm?" She asked.

Naruto looked at his teammate closed his eyes and braced himself "Your breasts."

There was a silence as perfect as death in the room. Ibiki laughed. Naruto cracked open one eye just in time and had a moment to sigh. WHAM! Naruto had been beat up plenty of times. He had been punched by Tsunade, flung by Gara, had a mountain fall on him and a hole punched through his chest. But nothing. NOTHING prepared him for the force of Sakura's punch. If one could describe it was like having the world turned upside down and smashed on top of him like a hammer on a nail. He sailed through the wall, and the next, and the next till he was out in the skies of Konoha, slightly ahead of the loudest scream the city ever heard. "NARUTOOOOO!!' Lights turned on all over the city. ANBU mobilized and old ninja long retired started to prepared for what they thought was the second coming of the nine-tails. People feared for their lives at that scream. Naruto had one thought. 'Oh my god. I'm gonna die.'

It took a good fifteen minutes for ANBU to find Naruto stuck in a wall on the other side of the city and pull him out. They were kind and carried him back to the tower. Thankfully the kyuubi chakra had healed his worst injuries and he was still alive. When they brought him in Sakura started to wind up for another blow but Kakashi Ibiki and Anko restrained her. Naruto just cringed he started toward Tsunade to hide behind her till he saw that Shizune and Yamoto were holding her back as well. After all Naruto did just revealed her breast size to everyone in the room. Naruto thought seriously at that point about giving up on Hokage and fleeing the city as fast as he could. Fortunately everyone calmed down and was ready to hear the rest of the message.

"Naruto." Sakura said however. "You ever mention my breasts or even look at them again outside this meeting and I will kill you." Sakura said this in such a dead-pan voice that Naruto knew she was serious. He gulped. "Hai Sakura-chan." He nodded vigorously.

Tsunade told him to continue. "Well the 307 is Anko measurements all added up so –" Anko yelled out "Oh your dead for that!" And charged. Naruto did a replacement as fast as he could to escape. She looked around and saw him hiding behind Kakashi. Anko drew her Kunai and Kakashi tried to get out of the way only to be held in place as a shield by his student.

"Anko!" the Hokage said sharply. "We don't have time for this." Reluctently she put up her weapon and returned to her place; giving Naruto a look that promised she would address this later. Naruto just sighed still getting caught up in the pervy sages' antics.

"OK those are the only names I can get from the message. They include your family names as well. All I can tell you about the rest is that the other numbers are for letter placement and ordering. By the style of the message layout the letters change as well vertically. So by going vertically you would use the 9th letter in the name going backward rather than forwards and so on and so forth. I never really remember the rest but I'm sure using that formula the code-breakers can do the rest."

Tsunade looked over at Ibiki and Shikamaru, who had arrived before they brought Naruto back from the wall. "Well?"

Shikamaru sighed and rubbed the back of his neck, rolling his eyes. "He is right. Using that we can get the rest done. It will take a couple days. But we will have it for you."

Tsunade turned her chair around and waved at everyone to leave. "Do it." Everyone started to file out. "Naruto you stay." Naruto hesitated not looking forward to this but sighed and moved back to his seat.

When everyone had left Onee-chan turned and looked at Naruto. For the second time since he had met her Naruto saw Granny-Tsunade crying. "Naruto… I miss him to." That was all she had to say. Naruto broke down. He fell to his knees and started sobbing. In a flash Tsunade was there hugging him fiercely. He couldn't feel it as the sobs wracked his body, but tears just as heavy as his fell down her cheeks and onto his shoulder. They were the people who were closest to Jiraiya to be called family. They were the ones to keep his memory alive.


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A/N

-Sorry for the short first chapters. This will be a little slow the first several chapters as I try to set up the mood and get things ready for the serious training and his change of outfits that will be comeing. (Yes I am sorry but I HAVE to make him look better than he does right now. I loath how the bad guys always have a cool look and the good guys are just so plain.)

I plan for this story to probably be around 200,000 words and over thirty chapters if I can get all I want done completed.

- I realize that the code will be very different from what will be revealed in the manga in a couple weeks. I am going to be leaving some Ideas open to incorperate what we will learn into later chapters. But when we comes to the plot line I will be taking this differently than the manga

I will warn you. Naruto will NOT be some huge powerhouse that can kill every single Akatsuki at once. I am still debating on him learning the Flying Thuder God. I am at odds with him becoming more like his father or going his own path. We shall see. I will be holding a vote for what the readers want.