Chapter 1 Falling Clouds Part 1

The woods seamed empty as a young man dressed in flowing blue robes stood beside a small stream. He raised his hand up as a small bubble came down and landed on his hand before popping, to his amazement there was no voice message, which came after the bubble popped.

"No response, after all. Did something happen to Tsurugi and his men?" asked the man as he looked around the area, seeing nothing he decided to go searching. It took him only a few moments to reach the woods; he pushed through the first layer of brush and entered the woods. He had only taken a few steps before he saw the bloody remains of a Mist ANBU mask lying at the base of a tree.

"The Six tails' Jinchuriki." said a deep male voice as the man in blue turned to see a group of figures standing behind some low brush. All of them had orange hair and wore black robes with red clouds on them.

"So you're the ones who killed Tsurugi and his men?" inquired the man in blue

"I am building a peaceful world and for that I need you," stated one of the six as he opened his eyes to show the multiple rings of the legendary Rinnagon "Rather the tailed beast inside you."

"So you're the Akatsuki," said the man in blue.

"He is more than that, Utakata. He is Pain the puppet leader of the Akatsuki," said a new female voice as Utakata turned to see two people standing on the other side of him. One was a man the other was a women, both of them where dressed in cloths that would not be uncommon for either a farmer or a village trader simple pants, shoes and a work shirt. They were not Akatsuki and they looked unremarkable, yes the male was rather tall and muscular while the woman was slightly thinner than average.

"Who are you?" inquired Pain in a board tone.

"We are here to stop you Pain," said the man in a very deep voice "You and your Akatsuki has been a pain in our side for years, time to end that pain."

"There is no end to Pain," said Pain as he raised his hand "Almighty push!"

With that a blast of chakra sent everything flying, trees where ripped out of the ground from the roots and sent flying. It sent everything flying backwards for almost a mile however to the amazement of Pain the man dug his hand into the ground and took the blow as if it was nothing. The woman was sent flying backwards as he expected however moments before she would hit the ground she stopped midair.

"What the?" inquired Utakata, he had moved out of the way seconds before the attack. He could not believe what he was seeing, the woman was hovering in midair on a two sets of almost see through insect like wings. There was a slight green coloring to the wings but it was almost totally see through.

"Well that was fun." Said the man as he stood back up brushing some dirt off his cloths. He turned around to see the woman landing behind him. He seamed to notice the wings but didn't seamed surprised by them. "So you broke the justu?"

"I didn't want to land on my head; some of us actually use it." laughed the woman as the man rolled his eyes before reaching for a small silver ring on his pinky. He pulled it off and instantly his whole body changed, he was no longer dressed as a simple trader, he wore full-scale armor a massive sword hung from his hip and something was very wrong with the shape the armor on his feet and hands. Then there was his actually face, it was covered not with skin but what looked to be red and black scales. Small horns stuck out from different spots around chin, down his nose and top of his head. He rocked a little bit as large bat wings unfolded themselves from behind him.

"This feels good," said the man as he actually breathed a little bit of fire, he flapped his wings kicking up dirt as he lifted off the ground a foot or so before landing again.

"I can believe it." confirmed the woman as she reached for a small metal wristband and pulled it off, instantly she changed as well but into something very different. While the man seemed to have gained mass, she lost it. Her body which was already thin got slightly thinner, she seemed graceful as if she was a natural dancer. Her sin seemed to be unnaturally perfect but slightly pale, her now green finger nails was perfectly manicured. She wore a tight leather looking armor over her chest, which ran down in scales down her thin arms. Her legs had high knee-high greaves that almost went up to the warrior skirt. Her hair was now a bright lime green with dark green inlays. Then there was her face, it was strangely activate even though her eyes where now a deep forest green and her ears where very large and pointy. The four insects like wings where still visible coming from her back through gaps in her armor.

"What are you?" inquired Pain

"That doesn't really matter now Pain," said the woman in a music like voice.

"Did you really think that you were the only ones with plans for the tailed beasts?" inquired the man with a grin "Now it is time we end your group as a threat to our plans."

Seeing his chance to get away Utakata took off through the woods, two of the Pains moved to follow the six tailed jinchuriki only to have a wall of fire form up in front of them. The fire was so hot that it actually turned the dirt to glass.

"Wow, a fire Justu I am so surprised Raitaro." said the woman as she looked down at her green finger nails, it was if she was board and could care less about what was happening around her.

"Shut up, Keiji!" yelled Raitaro as one of the Pain's arm opened up to show multiple small rockets. "We have work to do."

"Very well." said Keiji as she took flight at the same moment the rockets did. "Wind Style Lance Gale."

She flapped her wings which combined with her justu created a giant gust of wind which caused the rockets to fly out of control. The rockets flew wild before crashing into some of the trees, they exploded in giant fireballs and lighting the trees on fire.

"Summing justu!" yelled the female pain as two massive centipedes appeared out of puffs of smoke.

"Almighty pull." said the Deva path of pain as he aimed his attack at the flying Keiji. Keiji was pulled straight toward the Asura path of Pain, who had raised his own hand causing a massive blade to appear from some unseen place. At the last moment, Keiji flew up and over the Asura path pulling out a long Rapier sword from her hip. Then with skill and grace she stabbed the Asura path through the back of the head, the tip came out of one of the eyes.

Keiji was laughing as she landed on top of the dead path of Pain, rubbing some dirt off her shoes on the cloak of the fallen Path of Pain.

"Did you really think I didn't have a plan for you little justu? We have been studying you for years." laughed Keiji as she stabbed the Asura path again, through the other eye destroying the Rinnegan. "Now you can't bring this guy back with that Naraka Path."

"Did you forget your briefing?" cursed Raitaro before pointing toward a path of Pain standing behind the main path, "The Naraka Path can fix any wounds.

Keiji waved her long finger in Raitaro's direction as she laughed.

"No, but you forgot that it can't fix the Rinnegan itself and a blind path is almost useless." countered Keiji as Pain tried to figure out how these creatures could know so much about the powers of the different paths of Pain. The fact that they were treating him as if he was not a threat was something he could not understand.

"You two are fools, even if you are powerful to send only two individuals to try to take down all six paths of Pain is foolish." stated Pain as they jumped away from the two creatures, which had been fighting them.

"You said we are trying to kill you Pain, we know more about you then you know about us." laughed Keiji as Pain tilted his head a bit. "We have been watching you for years and our kind predates original sage of the six path, it was thanks to your kind mastery of chakra that drove us to the edge."

"Oh yes, see we know these are just dead body that you use chakra rods to control them from a distance and as long as you live you will just be able to bring them back in one way or another." Laughed Raitaro

"By the way should I call you Nagato?" inquired Keiji as Pain's eyes widened, no one was suppose to know his real name, if these things know his name then they may know where he is.

"You're a distraction." Stated a man far away from the battlefield but able to see everything the other paths of Pain saw thanks to the Rinnegan eyes he had. Unlike the other paths he had bright red hair and pale skin, his body appeared very weak with multiple chakra rods coming out of his back. In fact he was contained in a spider like chair which would allow him to move easier with all the additional weight the chakra rods had on his back.

"Konan, they know where we are." said Nagato as he looked toward the only other person in the room, the only woman in the Akatsuki.

"Yes, we do." came another voice as Nagato and Konan turned to see a figure of another strange creature standing before them. This one was also a man, only he appeared to be a short of deer hybrid creature of some kind. His skin was covered with light tan fur and her feet where hooves. He had chainmail armor with reinforced plate over it. A set of antlers shot out from the side of the top of his head. "Not that it matters much. I should thank you for making your hide out of paper. Makes my job a lot easier since my kind created paper while you humans where still trying to figure out how to make fire."

"Nagato, I'll take care of this you get the paths back here." ordered Konan as the deer creature smiled.

"Not going to matter." It said as He ran through hand signs before pulling out a long scroll and a brush. His brush movements were almost too fast for Konan to follow when he was done she slammed the paper against the wall of the fake tree. It was like a virus as all the paper which Konan normally used in her Justus began to stop taking orders from her.

"What the?" inquired Konan

"Simple position justu only instead of taking over a person's mind I have taken over your papers they are mine now." said the creature as a door opened up behind him, with one powerful kick he leaped out of the tree forming a hand sign as he went. "Bye, bye."

Konan's just had enough time to widened as all the paper bombs she had been saving for her planned attack on Madara if he betrayed them instead betrayed her and Nagato. The explosion was truly massive and lasted ten minutes by the time it was over. Out on the battlefield without the link to Nagato the remaining paths of Pain simply fell over returned to their normal state of dead bodies.

"Great now we have to do the cleanup work and make it look like they all died in combat," cursed Keiji as she picked up one of the paths and moved it some distance away before unloading on it was a wind style justu. Raitaro

"Just do your work." ordered Raitaro as he picked up another one of the paths of pain to do his part in the cover up.

Utakata was amazed that he was not being followed; even so he was grateful as he ran toward where he had left her. He burst through the trees only to see her sitting on small rock with flowers all around her, her blonde hair waved a bit in the wind. She looked board as she gazed out with her light blue eyes toward a group of trees in the distance. Hotaru bolted across the grass as he headed toward her.

"Hotaru, we need to go!" ordered Utakata as he ran up to the young woman he had taken on as his student. That is when he saw that she wasn't moving and was in fact totally still.

"What the?" inquired Utakata as he touched her only to find she was breathing and her body her skin was warm to the touch.

"A blood clone, we took her after you left." came a voice behind him as he turned to see a woman dressed in similar looking cloths to the first two before they changed into whatever they were. This woman was squat standing maybe as tall as himself with short black hair.

"Blood clone but those are useless," said Utakata as he remembered what his teachers in school told him about blood clone. It could create an almost perfectly lifelike couple of a person by using someone's blood but the clone lacked the ability to do anything more than stand there.

"They are good at faking a death," countered the woman as an explosion happened in the woods.

"Looks like Raitaro and Keiji are having fun." sand another voice as Utakata turned to see another woman standing there. She was tall but extremely curvy with long flowing white hair and was also dressed like a trader.

"Where is Hotaru?" inquired Utakata with worry in his voice.

"I was wondering when he would get to that?" inquired the new woman white hair "We found that generally when we take jinchuriki if we take one of their love ones they tend to cooperate. It may be a little bit of a pain but worth it in the end."

"You have taken other Jinchuriki? I thought the Akatsuki takes them?"" asked Utakata as both woman laughed at him like he had just said something stupid.

"We let them think they take them in truth they take blood clones with some demon chakra we left behind." explained the short woman. "They seal the rings with the chakra, not realizing that it was all fake."

"And are you whatever those two things where back there?" inquired Utakata "The woman with bug wings and the man with scales instead of skin."

"So they broke the Justus." stated the woman with white hair as the other shrugged "I guess there is no need to hide don't you agree Biliku?"

"Fine by me." said Biliku as she reached up and grabbed a small necklace which hung from her almost none existence neck. She touched the small jewel in the center and instantly her body began to shake, then before Utakata's eyes she changed.

This change was even more drastic then any of the others, each her legs split in three different limbs. The bottom part of her body extended out to make room for the additional legs. The legs seam to extend allowing the woman to rise up until she was taller than he was. At the base of each leg was not a foot but instead it appeared to be pointed, then he saw a large growth behind where the new legs where. Utakata looked past her legs to see that the rest of her body hadn't changed as much as others, she still had the human like chest and her face looked human only with three additional smaller eyes about each of her normal eyes raising the total to eight. Her hands had extended just like her legs; her fingers had also extended into long narrow fingers. Her skin was covered with short brown hair the same shade that was on her head.

Her cloths had changed as well, she wore a tight black corset, which went up to her neck, and a skirt covered the lower half of her front. She smiled and when she smiled, show showed that all her teeth had turned into sharp needle like spikes. She took a few steps around in a tight circle as if she was stretching. All eight legs moved naturally together just like any spider would in the wild.

"What are you?" inquired Utakata as he looked at the spider like creature in front of him.

"You humans used to call my kind Jorogumos." said Biliku with a sick smile which was full of needle like teeth.

"They used to call my kind Kitsunes," said the woman behind him as he turned to see that she too had changed. She no longer had human skin instead her skin had been replaced with a white fur. Her face had pushed out into a short muzzle and two black ears poked out of the top of her head. Her eyes had become silted and red in color. She still seemed to have a seemly normal human body, only her feet steamed to change to become more dog like, a fur covered tail moved back and forth behind her. She wore a traditional flowing black robe with red trim; she had a red slash which contained her two swords.

At first, it did not seem that she wore any armor however under closer inspection Utakata saw that she had rows of metal strips, which protected her chest from the neck down. She also had metal guards from her hands up to her elbows and while he could not see it, he expected matching guards from her knee down.

"The other two you saw Keiji and Raitaro are races your ancestors called Yoseis and Ryus." stated the fox woman

"Jorogumos, Kitsunes, Yoseis and Ryus." said Utakata as he started to remember some of the ancient stories his grandmother used to say to him when he was a child. His eyes widened as he remembered what those names meant in the modern world. "Spider-people, fox-people, fairies and dragons, your real?"

"Yes, but there isn't that many left thanks to you humans but that will change." said the fox woman

"You're going to try to take me," said Utakata as he got into a stance.

"Try? Inari can you believe this guy?" laughed Biliku as the kitsune woman behind him laughed a bit. "Now let get this done with."

"I will not go down without a fight," said Utakata

"Yes, you will." stated Inari as both of them raised up their right hand before forming a sign with their left.

Suddenly it seemed as if his body stopped working as Utakata tried to go for his bubble-making pipe so that he could engage these creatures, which should not be around in battle. The spider woman Biliku formed another sign with her free hand and slowly against all his efforts, his hand moved to match her.

"A body possession justu?" thought Utakata as his head started to move on its own, well not totally on its own it followed every move Utakata took as he undid a small weapon pouch attached to his leg under his robs letting it drop to the ground. He even let his bubble making tool drop to the ground, he tried to summon some of his demon chakra but found that he had even less control when that happened.

Finally, once he disarmed he raised his hand out, next thing he knew he felt a blade run down the side of his hand between the wrist and the elbow. The blood ran down his arm before dripping on the ground.

"Blood clone justu!" yelled Inari as Utakata turned his head slightly to see the fox woman make a blood clone of himself.

"I'll take care of things here, Biliku you take him." Said Inari as she balled her hand into a fist and punched Utakata in the back of the head, he was out before he hit the ground.

Well I hope you enjoyed the first chapter of this story, you have seen five of the demon races and there will be others. This a reworking of one of my other stories, the Demon Plan however this story will be very different and I hope you enjoy it. Now until next time please keep reading. Thanks Wilkins75.