A/N: I was staring at my computer screen, trying to figure out how to finish my English essay due in a few hours, when this story idea came to me. Apparently, my muse wants me to fail out of college.

Anyway, the world that this AU is set in is different from canon in more ways than just the basic idea that no one can use ninjutsu or genjutsu. The society is structured slightly differently, with levels of poverty and crime that a shinobi village would never have to deal with. And that's only the beginning. I'll answer any questions you might have, but keep in mind that the world will develop as the story does, and a lot of blanks will eventually fill themselves in.

Disclaimer: I don't own Naruto

Prologue: Orphans

The day began like any other day. Sasuke woke up, put on the stiff, formal finery that he hated wearing, and went to breakfast with his family. As always, he tried to get his father's attention, and just like always he failed. His father only had ears for Itachi, who answered Fugaku's questions with as few words as possible. Sasuke felt the familiar spark of irritation with his brother, but it died out instantly when Itachi gave him one of his rare smiles. Even though Sasuke was only seven, he knew Itachi didn't do anything on purpose. He was just naturally gifted at anything he turned his hand to.

Archery, swordplay, horsemanship, calligraphy, mathematics – Itachi effortlessly mastered all of the accomplishments essential for a son of the Uchiha clan, Konoha's wealthiest and most powerful clan. By comparison, Sasuke was a total dunce. He couldn't hit a target, he stumbled over his letters, and basically just failed to measure up in every possible way.

But Sasuke was determined to improve, to show his father through his hard work that Fugaku had two talented sons. That was why, immediately after breakfast, Sasuke went into the study that his mother had assigned him for his lessons. He sat at a desk that had been specially made for his small size, and began deciphering a scroll that told the story of the founding of the Uchiha clan. There were a lot of big words that he didn't yet understand, but each time he encountered one he wrote it down so that he could ask Itachi later. It was dull, boring work, and he itched to be outside, where he could find some of his cousins to play with, but he stubbornly resisted the urge. This was how he had to prove himself. He would stay in this study until his eyes were leaden with exhaustion, and then give the same effort when he met with his tutors in the afternoon.

So the morning hours passed, with Sasuke poring over an old scroll, his eyes narrowed and his mouth screwed up in concentration. He was so focused, in fact, that he entirely missed the first and faintest of the sounds of battle. He was only jolted out of his trance when the door to the study opened with a crash.

"Wha-" Sasuke jerked back in his chair, swiveling his head to see who had caused the disturbance. It was Itachi, but his brother's usual calm, collected manner had disappeared. In its place was an expression of pure fear. Itachi's eyes were wild, and sweat traced greasy streaks down his face.

Sasuke was so taken aback by the change in Itachi that, for a moment, he didn't see the dagger that Itachi held in his right hand. But then Itachi started forward, and the ceremonial weapon glinted in the bright torch-lit room. Sasuke gasped, seeing that the blade was coated to the hilt in red liquid.

Blood, he thought, confused. Why is there blood?

Then the sounds from outside reached his ears. The harsh cries of men screaming in anger and in anguish, the clang of metal meeting metal, all converged and became a howling cacophony that Sasuke couldn't begin to comprehend.

Itachi stopped when he reached Sasuke's chair. With his free hand he yanked Sasuke up, and then put his hand over his mouth.

"Silence, little brother. We're in grave danger. Understand?"

Sasuke nodded his head rapidly, his confusion only growing. He stood like a dummy as Itachi grabbed the chair and carried it to the door, where he wedged it in underneath the door handle.

"That will buy us some time," Itachi whispered. "Come, Sasuke. There's no time. The guards won't last much longer."

The back wall was where Itachi went next. He took a torch off of its holder on the wall, and then knelt to press a tile on the floor. A small section of the wall slid aside, revealing a narrow corridor almost as tall as a man. Itachi gestured at Sasuke to follow, and then proceeded into the secret passageway. His torch cast a red, flickering light on the walls, making shadows that danced and whirled like evil spirits. Sasuke saw the wall slide back into place, cutting them off from the familiar study room and sealing them into this strange nightmare.

Itachi sheathed his knife, and took hold of Sasuke's hand in his own. "I'll get you out of here, little brother," Itachi whispered. "I promise."

"What's going on?" Sasuke asked, his voice rising almost into a sob. "Who's fighting?"

"There's too much to explain," Itachi said, continuing to walk at a pace that was close to a run. "Just stay close to me, and I'll tell you everything when we're safe."

So Sasuke kept his mouth shut, and followed his brother through the twisting passageway. It eventually sloped downward, until Sasuke believed that they must be underground. The walls changed from paneled wood to simple stone, rough and damp with moisture. After what seemed like an eternity, Itachi came to a halt. Sasuke could see that the tunnel had come to a dead end. A simple lever jutted out from the stone directly in front of them.

Itachi gently lowered the torch to the ground, where it continued to give a pale, flickering light. "The tunnel lets out in the back of the orchard," Itachi whispered, fixing Sasuke's gaze with his serious expression. "We'll have to run for the back gate. Then we keep going until we reach the slums. They won't be able to find us there, in a crowd of so many people. Understand?"

Sasuke nodded once again, but he had to ask the question that had been eating away at him for the entire terrifying journey through the passage.

"What about… Mom and Dad? Are they…"

But the grief-stricken look in Itachi's eyes confirmed Sasuke's fears. His eyes welled up with tears, and his throat swelled as if he'd eaten something that he couldn't swallow. "No…"

Itachi knelt down next to Sasuke, and put his hands on Sasuke's shoulders. "Stay with me, little brother. We have to go now – there will be time for tears later."

He stood up and went to the lever, Sasuke close behind. Sasuke swiped the back of his hand across his face, which didn't do anything other than smudge his tear-streaked face. Itachi reached out and pulled the lever, which triggered the wall in front of them to change. It split, revealing a set of roughly-hewn wooden steps that led upwards, to the ceiling of the tunnel. Itachi and Sasuke climbed the stairs, and crouched together at the very top. There was a metal handle attacked to a small grate, which looked like it opened outward.

"This opens in the orchard," Itachi reminded Sasuke. "Once I open it, run as fast as you can for the back gate."

Sasuke was too full of grief to speak, but he nodded to show that he understood. Itachi grabbed the handle and pushed, and the grate swung open to reveal a blue sky.

"Go!" Itachi whispered urgently, and followed his own advice. He jumped out into the orchard, which was a field of apple and pear trees that covered almost a hundred square yards.

Sasuke ran right behind his brother, sticking close and rushing through the trees. It was horribly similar to the hundreds of games of hide-and-seek he'd played in this orchard before. The trees blocked the sight of the main compound, and made you believe that you were in a veritable wilderness. Now that illusion was absolutely terrifying, and Sasuke felt that even the branches of the trees were somehow reaching for him, hungry for his blood. At the same time, Sasuke realized that the orchard might be the only chance he and Itachi had to escape unnoticed.

The back gate came into view through the trees – it was a small, one-man entrance carved into the high, white wall that ran around the entire Uchiha compound. Normally it was under watch by one of the Uchiha guards, but no one was there now. They all must have joined in the fight at the main house.

Itachi held Sasuke's hand and sprinted as fast as the shorter boy could go, directing them towards the back gate and their salvation.

When the brothers reached the gate, Itachi began undoing the bolts that kept it closed. Just as he was about to undo the last clasp, a deep voice rang out from behind.

"Well, well, look what we have here. A couple of runaways. Surrender now and we won't hurt you."

The blood froze in Sasuke's veins, and he turned around with a sense of impending doom. From behind a tree were walking three of the Hokage's elite guard. They wore ceremonial animal masks, and carried long, curving swords with wickedly sharp edges. Sasuke had only ever seen them before in parades, or at the occasional feast in the Hokage's palace. Seeing them here was almost too surreal; it was something out of a nightmare.

Itachi roughly shoved Sasuke behind him, and took out his knife. He spoke out of the corner of his mouth to Sasuke, his voice the merest trace of a whisper. "Open the gate when I say, and then run as fast as you can. Understand?"

"But, bro-" Itachi cut Sasuke off before he could finish.

"NOW!" He drew his dagger and charged, startling the three guards with his movement. Sasuke opened the last bolt, but couldn't force himself to run. He turned back around, as though entranced, and watched his brother fight.

Itachi held nothing but a ceremonial dagger, which was more a sign of rank than a weapon. Sasuke had wanted one of his own ever since he saw Itachi's, and had cried when his mother told him that he wasn't old enough. But now, Sasuke realized how pitifully small the dagger looked when compared to an actual sword.

Still, when the middle guard in a dog mask stepped forward, his sword held out in front of him, Itachi didn't back down. Instead he lunged, and when he sprang back blood gushed from a gash on the guard's arm. The man cursed and dropped his sword, gesturing for the other two to attack Itachi together.

"Reinforcements!" the injured guard yelled. "They're trying to get away."

There was an answering shout in the distance, but Sasuke couldn't tear his eyes away from the fight. The two guards, both wearing cat masks, advanced on Itachi cautiously. He waved his dagger around wildly, keeping them at bay, and then sprang into action.

He lunged in the direction of one guard, who backed up while the other moved to help. Then Itachi switched direction with surprising speed, and threw his dagger at the second guard. It flew through the air, straight and true as an arrow, and buried itself in the guard's neck, where his armor didn't protect him. The guard fell to his knees, clutching the wound that was now pouring blood.

Itachi executed a diving roll that Sasuke had never seen him use in the practice ring, and ended right next to the guard he'd incapacitated. He picked up the sword, and ran back to position himself between Sasuke and the two remaining guards.

For a second Sasuke felt hopeful – the guards were wary, now that they saw how skilled Itachi was with weapons. But his hope was short-lived. A dozen guards, all in full armor and wearing their ceremonial masks, were sprinting at full speed from the direction of the Main House.

Itachi turned to Sasuke, who was standing stupidly in front of the gate. He shoved Sasuke through it with one hand, and turned to brandish his stolen sword at the two guards who were advancing hesitantly, waiting for their reinforcements.

"Brother!" Sasuke shouted.

Itachi turned his head to look over his shoulder, and gave Sasuke a sad smile. "Please, little brother… go."

So Sasuke ran. His legs carried him away from his home as fast as they could, while his tears fell in a torrent that almost obscured his vision. Right before he turned off onto a side street, he stopped and looked back.

He could see Itachi standing in front of the gate, alone, his sword rising and falling as he fought the guards advancing one at a time through the gate. When the first sword pierced Itachi, Sasuke was too shocked to react. But then a second blade impaled him, and a third. Itachi sank to his knees, sharp blades jutting out of his body obscenely.

And Sasuke's anguished cry rang out in the air. With an enormous effort he wrenched his eyes away and ran in the opposite direction. He ran from the guards, but more than that he was running from the memory of his brother's body. But even as he ran, Sasuke knew he would never, ever forget that sight.

He kept to the shadows, and ran deeper into the heart of the city.

OOoOo

"Stop that kid!" The shouts pierced the usual hubbub of the marketplace, and street vendors and customers alike hastened to get out of the way of the guards running through at top speed. The kid in question was seven years old, blond, and navigating the busy streets with the assurance of an old pro. He ducked underneath stalls and clambered over hand-carts, a slim wallet clenched in his small fist. There was a manic glint in his eye, and his clothing was tattered, dirty, and full of holes.

A trio of men wearing the animal masks that marked the Hokage's Personal Guard ran along in hot pursuit, drawing angry protests as they tore a swathe through the marketplace. Fruits and vegetables went flying, and more than one cart overturned. But the citizens prudently waited until the guards had moved on before complaining; nobody wanted to offend men carrying steel.

The boy's blond hair reappeared at different times, popping up here and there amid the sea of people milling in the busy streets. The guards, who were bigger and considerably less adept at maneuvering around the human and wooden obstacles in their way, eventually lost sight of their quarry.

The one in the lead, who wore a boar's mask and kept his hair in a short ponytail, signaled to his squad mates to stop for a moment in front of a restaurant on one side of the street. The bright sign proclaimed that the name of the restaurant was Ichiraku's Ramen. A kindly old man was behind the counter, and looked up in confusion as he took in the appearance of the guards. They were breathing hard, almost panting, and their annoyance was clear even through their masks.

"How can I help you, sirs?" the old man inquired pleasantly.

One of the guards put a hand on the counter, and took a few deep breaths. "Did you…" he said, wheezing a little, "see a boy run by here? About waist height, with yellow hair?"

The owner of the ramen shop scratched his head bemusedly. "A boy? Hm… Yes actually, now that you mention it. A little boy went tearing off in that direction, just a few seconds ago." He pointed vaguely down the street. "Don't tell me that boy has done something illegal? But he was so young!"

The guard scoffed. "That little wretch is ancient in villainy. Scum like him don't know what it means to obey the law."

The old man shook his head sadly. "Oh, it's a sad world we live in, and no mistake. I hope you catch him, Guardsman!"

The guard pushed off the counter and ran out into the street, the other two close on his heels. The owner of the restaurant waited for a moment, pushing his broom aimlessly, until he judged that the guards were far enough away. Then he craned his head over his shoulder, and called out in a hushed voice, "They're gone!"

From the back room, where the food was prepared, there emerged the young blond. He had his fist stuffed in his mouth, trying to stifle a round of furious giggles.

"You're bad, old man!" he accused gleefully. "They're gonna run until they hit the outer wall!"

The man chuckled as well, and reached down to ruffle the boy's hair. "One can only hope. Now, Naruto, will you please try and be a little more careful?I know asking you to stop stealing is out of the question, but could you at least not get caught?"

Naruto scowled up at the kind old man ruefully. "It wasn't my fault!" he protested. "I lifted the wallet without the guy even noticing, but then a stupid dog barked and made him turn around. He saw me before I could hide the wallet, and called the guards."

Teuchi only sighed. "All the same, try to be more careful. And get some food before you go, I'm sure you can convince Ayame to make you something if you ask her nicely."

A huge grin flashed across Naruto's face, his teeth gleaming brightly in the sunlight. "Thanks, old man." He scampered back to the kitchen, but turned before he went through the door. His face was uncharacteristically serious, making him look a lot older than his seven years.

"And thanks for helping me." His high, brash voice rang with sincerity. "I know the guards would hurt you if they found out. One day I'll pay you back for everything, old man!"

Teuchi waved a hand, shooing Naruto away. "I'm sure you will, Naruto. Now get on with you."

Naruto went into the kitchen in search of Ayame. When he was gone Teuchi went back to work, but there was a sad light in his eyes.

Later that day, when the sun was beginning to fall, Naruto made his way to his favorite hiding place. In the poorest neighborhood of Konoha, where crime was rampant and homeless orphans like Naruto scraped to survive, there was a certain dead-end alley behind a seedy inn. Next to the dumpsters, right around Naruto's head height, there was a loose brick in the wall. Here was where Naruto kept his treasures, as well as all of the money that he managed to steal or beg.

When he was big enough, Naruto was going to use that money to make a life for himself. He would have good food, warm clothes, and a home. Now he might be a nobody, invisible to everyone who looked at him except when they wanted him to get out of their way - but that would change. Naruto was going to be somebody, and make everyone acknowledge him.

That was Naruto's plan, and the money he lifted from unsuspecting passersby was how he was going to enact it. Today's score, which was one of his best yet, would go straight into Naruto's hiding place, where it would join the modest pile of money that he'd managed to amass so far.

But when Naruto turned off of the main street at the inn, he found that the alley was already occupied. Next to the dumpster, directly underneath the loose brick, huddled a small form. As Naruto drew closer, he realized it was a boy who looked to be close to his own age.

It was hard to tell through all the dirt, but Naruto could see that the boy was wearing the fanciest clothes he'd ever seen. They were much the worse for wear, but even Naruto's limited experience was enough for him to conclude that this boy must be some kind of aristocrat.

That raised the obvious question of why he would be huddling next to a dumpster, in a part of the city where aristocrats were certainly not often seen. Naruto's instincts told him that he should leave, but something about the other boy's defeated posture made Naruto want to help him.

"Hey," Naruto called out, in a very low tone so as not to attract any unwanted attention. As soft and non-threatening as he sounded, the other boy still started like a deer after hearing a thunderclap. Now that the boy had lifted his head, Naruto could see that his eyes were the same dark color as his hair. Now they were filled with a frenzied, unreasoning fear. Naruto took a step back, and held his hands up to show that he didn't mean any harm.

"Don't run away," he cautioned. "I'm not gonna hurt you. I'm just here to, uh… visit my dumpster… or something."

The boy sniffled, and Naruto realized belatedly that his face bore the tell-tale signs having cried recently. "Are you ok?" Naruto asked, walking forward slowly. The other boy shrank inward, looking like a lost and injured puppy. "What's your name?" Naruto asked.

Nothing.

"Can you talk?" Naruto demanded, a little exasperated.

A spark of arrogance flashed across the boy's face, and he spoke in a haughty tone. "Of course I can talk! Don't talk to me like I'm stupid!"

Definitely an aristocrat, Naruto realized. His cultured tones were completely unlike the gruff cadence of the people who lived in this part of the city.

"What happened to you? Shouldn't you go to your home? It'll be dark soon, and you don't want anyone to catch you wearing clothes like that."

The other boy's eyes filled with pain at hearing the word home.

"I don't… I don't have a home," he whispered.

"Yeah?" Naruto said. "Me neither." His mind was racing, making calculations as fast as his seven-year-old mind allowed. He didn't have much money saved up, but he had a little. Enough to get another set of ratty clothes. If this boy was any good with his hands, Naruto could teach him what he knew about picking pockets. Then, with two people instead of one, they could make twice the money.

Naruto had never heard of the term "necessary expenditure," but he knew a good business opportunity when he saw one. If he sacrificed a little of his money now to help, then maybe the two of them could get a lot more in the future. There was also the fact that this boy was clearly alone in the world, and Naruto was never one to look the other way when he saw someone or something suffering, despite how dangerous his own life was.

"Look here," Naruto said to the other boy, "I can help you. You don't know what you're doing, but I can teach you. Yeah?"

He offered his hand to the boy, who hit it away viciously with his own. "I don't need any help!" he snarled.

Naruto snorted. "Really? Do you even know where you are right now? If you go anywhere with clothes like that, people will think you've got money. Then they'll probably kill you for it."

The boy looked like he wanted to burst into tears when Naruto said 'kill.' "But I don't have any money."

"That's another problem," Naruto pointed out. "How are you gonna get any food?" Naruto took a few bills out of his pocket, and waved them around in front of his new acquaintance. "If you had this, you could get some food and some new clothes."

Naruto saw the boy's eyes light up, raw hunger shining through in his expression, and he knew he was sold. "Here's the deal," Naruto said, holding out his hand with the money in it. "If we stick together, we'll both be better off. So what do you say? Friends?"

The boy stared at the bills for a second, and then snatched them out of Naruto's hand. "All right," he said grudgingly. "Friends."

From behind them both, a sinister voice rang out. "Ah, isn't that sweet? But I'll be taking that money you've got there. Hand it over quiet-like if you know what's good for you."

Naruto turned quickly, his eyes assessing the threat. It was an older boy - Naruto recognized him as part of the gang that controlled this territory. Naruto was too young to run with any of the gangs in the poorer sections of the city, and normally he tried to avoid getting on their bad side. But nobody took Naruto's money, not if he could find a way out of it.

Without looking back, Naruto held out his hand to the boy behind him. Sasuke pulled himself up, and whispered, "what do we do now?"

"What's your name?" Naruto whispered back.

"My name?" Sasuke said, completely confused. "It's Sasuke."

"Nice to meet you. I'm Naruto." Naruto gave Sasuke a wide grin. "And since you're new to this, I'll make it real clear for you. This is the part where we run away."

And he ran in the opposite direction, leaving both Sasuke and the older bully standing there, dumbfounded. Then Sasuke jerked into motion, and followed the blond into the growing darkness.

A/N: And that's how everything begins. Sasuke meets Naruto after his family is killed, and the two look out for each other while living on the streets. Next chapter, the first official chapter, begins nine years later, when Naruto and Sasuke are both sixteen. Let me know what you think, and if you'd like to read more of this story!