Hello all Storm here with a new story! Well not so much a story, but a rewrite of my "Dark Phoenix" story as after going over it, I believed that it could be much better than it was, so yeah I'm rewriting it. So, without further ado.

I own nothing

'How…disappointing.' Thought Orochimaru as he looked at the fifteen-year-old redheaded girl that managed to stop his snake.

Currently, Orochimaru was within the Forest of Death in his former home village, Konohagakure, during the Second Stage of the Chunin Exams. He had snuck into the village, disguised as a Kusa Genin, though he was also mildly disappointing at just how easy it was to sneak into the village.

Even his own ex-apprentice, Anko, couldn't detect him, even when he purposefully handed her, her kunai with his tongue.

But the Snake Sannin wasn't complaining, as it just made it easier to sneak into the Exams, both to mark Satsuki Uchiha with a Curse Seal as his future vessel, and for his invasion. Though Orochimaru wouldn't deny he had another interest in returning to Konoha, the interest being in Satsuki's teammate.

Naruko Uzumaki.

It had been before he left Konoha and became a missing-nin, Orochimaru been interested and curious of the Kyūbi Jinchūriki, along with her mother Kushina Uzumaki, who should have died the night the beast was extracted from her, and yet she lived, at least for seven years until she was killed.

His interest in the girl started, when he had managed to get a hold of his sensei's report on just how Kushina survived that night. From what his sensei wrote, both Kushina and Minato had been impaled on the Kyūbi's, which should have definitely killed them both, with Minato sealing the Kyūbi into Naruko with the Dead Demon Consuming Seal and the Eight Trigrams Seal. After that Minato's soul was claimed by the Shinigami and Kushina should have died, it was that part of the report that really made Orochimaru interested.

From what his sensei and the Anbu saw, Kushina was in fact dead, when suddenly a fire-like energy emitted off of Naruko and went into Kushina, reviving her and healing all her injuries. Orochimaru believed this because as much he despised the old monkey, he knew his former sensei never was one for tall tales.

So, Orochimaru observed from a distance both Kushina and her daughter, wanting to discover just what power the girl possessed. He had originally believed it was a more evolved version of the Uzumaki Clan's Heal Bite, instead of biting an Uzumaki to absorb their Chakra, it would instead react to the users desire, but it wasn't that as Kushina had been dead. Then he believed it could be the Kyūbi trying to escape but failing with a fraction of its Chakra returning to Kushina, reviving her.

This one seemed most likely, but Orochimaru soon learned whatever power Naruko possessed, it was potentially more powerful than anything he's seen before.

It started out small, people being tripped by nothing, children's toys suddenly exploding. Then it grew to people falling downstairs, run away carts crashing into bullies, until finally an entire building comes crashing down killing everyone inside.

These incidents might seem random in tragic, if not for two things connecting them. The first was everyone caught in these "unfortunate accidents" were either known to badmouth Naruko and Kushina, in the case of the adults, or bully Naruko in the case of the children. And the second was, at the time of the accidents, Naruko was always somewhere nearby, watching.

Orochimaru had been befuddled and amazed when he had witnessed one of these accidents. He didn't know how Naruko could do it, only that she was doing it, and he wanted to know how. Of course, he didn't risk trying to take the girl or get a blood sample, given Kushina had been extremely protective of her daughter.

But the Sannin soon learned that he didn't need to do anything, as he eventually realized how Naruko was doing it. With her mind.

He didn't know how she could do all of that with her mind, but she could. This fascinated Orochimaru, but also worried him, given if Naruko could possibly control things with her mind, who's to say she couldn't read minds, as well. Thankfully though, from his observations, everything Naruko did only seemed to be instinctual, and was targeted against those who have shown animosity towards her and her mother.

At least until, Orochimaru learned that Kushina brought someone to help train Naruko to use her powers. He hadn't been able to get much on the stranger, other than that they had a unique, mutation would be the right word, like Naruko.

Unfortunately, after that, Orochimaru had been unable to get much information on her, as he had been forced to flee Konoha when his experiments were discovered. He was just lucky that his former sensei was too much of a sentimental fool to kill him.

'Or so I believed.' Orochimaru thought, remembering the reports his spies gave him on the day Kushina was killed.

From what they were able to gather, Danzō had actually attacked the Uzumaki Compound, formerly the Senju Compound before Tsunade left, in an effort to capture Naruko. Either to turn her in a weapon or be used as breeding stock for her powers. Most likely both, knowing that Warhawk. Kushina had killed most of the ROOT Anbu, until they had tried attacking Naruko, forcing her to shield her daughter, but also be fatally wounded as a result.

This, however, also ended up unleashing something within Naruko, something besides the Kyūbi. None of his agents had been able to get close enough to see just what it was, only that they all agreed that it took on the shape of a large fiery bird.

Before things could get too destructive, both his sensei and former teammate, Jiraiya, arrived and restrained the girl, before she could likely go on a rampage. That's when Orochimaru also learned his sensei wasn't as kind as everyone believed.

He not only had Jiraiya seal away the girl's powers but had Inoichi lock away her memories of her own mother and the fact she was murdered, while letting Danzō simply walk free. It was actually much crueler, the more Orochimaru thought about it. Sarutobi took away a little girl's memories of the only person to love her unconditionally, took her powers to protect herself, and he lets the person who caused it all to walk away without so much as a slap on the wrist.

All the while, Naruko walks around, ignorant of all that she lost and was taken from her.

'And people call me cruel.' Orochimaru thought.

This is what lead Orochimaru to the Forest of Death, not only to mark Satsuki, but also the chance that the stress and adrenaline of the situation would be enough to have Naruko reawaken her powers and memories. Though the Sannin wasn't doing this out of any kindness, he just wants to see what the girl will do once she learns the truth, he can just imagine the amount of bodies she'll leave behind.

Unfortunately so far, she hasn't shown any sign of breaking through the mental barrier, or the seal holding back her power, and instead was using part of the Kyūbi's Chakra to stop his snakes attack.

'Though perhaps she just needs a little push.' Orochimaru thought, as his tongue shot out and wrapped around Naruko, before pulling her towards him.

"AAH, gross! Let me go you creepy pedo bitch!" Naruko screamed, disgusted at the tongue being wrapped around her, even more so when the tongue lifted up her jacket, allowing Orochimaru to see the Eight Trigrams Seal, though he noticed something different.

'Hmm, ah I see, so that's what you did Jiraiya.' Orochimaru thought, grabbing Naruko's headband and taking it off, revealing another seal on her forehead.

'You placed a Memory Seal on the girl to reinforce the mental barriers, keeping her memories and powers at bay, while connecting it to the Eight Trigrams Seal. From what I see, the power she has is constantly trying to force its way through the barriers, which would require a constant need to repair them. So, instead you connected it the Eight Trigrams Seal to siphon off the Kyūbi's Chakra to reinforce it, should it ever begin deteriorating. While at the same time, her power continues to break through, only for it to be used to strengthen the Eight Trigrams Seal to keep the Kyūbi at bay. Clever, even for that fool.' Orochimaru thought, begrudgingly admitting that it was a rather smart idea from his idiot of a teammate.

Unfortunately, Jiraiya didn't take into account one glaring flaw, as Orochimaru's fingers lit up with purple fire.

"Five Pronged Seal!" Orochimaru said, slamming his hand into Naruko's stomach, knocking the wind out of her.

By placing the Five Pronged Seal, an odd number, over the Eight Trigrams Seal, an even number, it disrupts the flow of Chakra. Not only with Naruko's connection to the Kyūbi, but also the connection to the Memory Seal.

'And it's just a matter of time, until the seal disintegrates, while all of her memories and powers come rushing back.' Orochimaru thought, while tossing Naruko aside.

He knew that doing this was a risk, as the fallout could lead to the Chunin Exams being canceled, after Naruko unleashes her anger, ruining his invasion. But he felt that any damage Naruko does, will be certainly make up for it.

Besides, accomplishing two out of three goals works just fine for the Sannin, as he turned to Satsuki.

*Later – Mindscape*

"I did it Kaa-chan, I did it!" Naruko cheered as several golden chains emerged from her back, while Kushina smiled at her proudly.

"I knew you could, Naru-chan! Give it a few more years, and you'll be as awesome as me!" Kushina said, while hugging her daughter.

'What…what is this?' Naruko wondered as she looked at the scene, while feeling a mix of confusion, sadness, happiness, and anger, but wasn't sure why.

She knew that little girl was her, but she didn't know who the woman was. Though Naruko could see similar features between them, and her younger self called her "Kaa-chan".

'Is that my Kaa-chan? But…how? I don't remember this, and the old man, he said my parents are dead.' Naruko thought, holding her head in pain, while the image changed again.

"Naru-chan, come here, there's someone I want you to meet!" Kushina called out to her daughter, with Naruko running down the stairs, not a moment later.

Though she stopped, when she saw her Kaa-chan sitting across from someone, a man. He had long jet-black hair that went down to his waist and partially covering the right side of his face, obsidian colored eyes, and pale skin. His attire consisted of black boots, black pants, a navy-blue shirt, and a black jacket with the Uchiha Clan symbol on the back.

'Is he related to Satsuki-chan and Aunt Mikoto?' Naruko thought to herself, since he's obviously from the same Clan as them.

He sat across from her Kaa-chan, with what Naruko believed was a bored look on his face, before he looked at her. It made Naruko shy away and hide behind her Kaa-chan, not used to being around strangers.

"It's okay Naruko he's an…acquaintance of mine, and he's like you." Kushina said, reassuring her daughter.

"Like me?" Naruko asked, since she didn't think there was anyone else like her.

"Well, not exactly like you. But he has a special powers, like you do." Kushina said, looking at the man and motioning him to show her.

Raising a brow, the man shrugged before rolling up his sleeve and pulling out a kunai. Then to Naruko's shock and horror, the man immediately stabbed himself just below his elbow and didn't even flinch, before dragging the kunai down his arm to his wrist, leaving a long jagged slash in his arm.

Naruko would have gotten sick from the sight, only to be shocked further when before her eyes, the wound began closing up until it was completely healed. With not even a scar was left, or any sign of the slash, besides the blood.

"How did you do that?" Naruko asked amazed, as the man pulled his sleeve down.

"You can do things with your mind; I can regenerate from any injury, to the point where I'm immune to poison and disease, while also having decelerated aging rate." Answered the man.

"I asked him to come here, to help you with your own powers, Naruko." Said Kushina.

"You can help me?" Naruko asked, while looking at the man hopefully, since she has never been able to control her powers.

She never meant to hurt anyone, but she couldn't help it, whenever she'd hear people talking about her and her Kaa-chan.

"I can try." The man replied, shrugging, given their mutations are different, but he's been around long enough to where he might be able to help her with basic control.

"What's your name?" Naruko asked.

"…Madara." Answered Madara.

'...Madara…' Naruko thought, grunting in pain as the image changed again.

"Shh, it's alright Naru-chan, everything will be alright." Kushina said, even as she felt her life slipping away from the multiple wounds, she's suffered from.

"Please don't leave, Kaa-chan. I don't want you to leave." Naruko whimpered, while feeling her mother's life fading.

'No, stop it!' Naruko thought, while closing her eyes, desperately wanting this to end.

"I know you don't, I know it hurts, but I know you'll keeping going on without me. You are so much stronger than you know, musume." Said Kushina, before kissing her daughter's forehead softly.

"Naru-chan, no matter what happens, or what you become, just know that I will love you… always." The woman said as she felt her daughters tears on her chest and began humming a lullaby that always helped her.

'Please no more!' Naruko mentally begged, while covering her ears, not wanting to see or hear this.

"I remember tears streaming down your face when I said I'll never let you go

When all those shadows almost killed your light

I remember you said don't leave me here alone

But all that's dead and gone and passed tonight

Just close your eyes, the sun is going down

You'll be alright, no one can hurt you now

Come morning light, you and I'll be safe and sound…"

'No…' Naruko thought

Kushina's voice grew weaker, before the last of her life left her, as the girl looked at her and started shaking her.

"Kaa-chan, Kaa-chan… please wake up, wake up." The girl pleaded, but it was useless.

'…No…'

Naruko began shaking, as her veins glowed with a fiery energy.

Tears and raindrops streamed down her face, as her small body shook in sadness at losing the one person who loved her unconditionally. But soon her sadness turned to rage, as she looked up at the ones who took her Kaa-chan away from her.

The bandages man and the people wearing blank masks.

'…Stop it…'

"You…" Naruko muttered lowly as glowing energy flowed through her veins, while her hair covered her eyes.

"Secure the girl, bring her back to base for conditioning and take the body as well, it may prove useful." The bandaged man ordered.

"Hai Danzō-sama."

'…No, no, no…'

The masked people moved in to grab the girl and body, only to drop to the ground grabbing their heads in pain.

"YOU KILLED HER!" her head snapping up, showing the fire in her eyes.

"NO!" Naruko screamed as her eyes snapped open, showing they were now fiery orange color, while the scene around her shattered like glass.

Naruko fell to her knees and cried as all the memories came rushing back to her. Growing up with her mother, learning to control her powers, then having it all ripped away from her by Danzō. But that wasn't even the worst of it, as the memories continued.

"Jiraiya, restrain her, quickly, before she destroys the village!"

"Her emotions are too volatile, if something isn't done, she could kill us all."

"What should we do, Sarutobi-sensei?"

"You and Inoichi must seal her memories and her power."

"It's done Hokage-sama. All her memories are locked away, as far as Naruko remembers, she's an orphan who never knew her parents or her burden."

"Good, I have already enacted a law forbidding anyone from mentioning Kushina or the Kyuubi to her. For the sake of Konoha, she can never know the truth."

'The old man, he took my memories, he let that bastard walk away after they killed my mother, he took everything from me!' Naruko thought.

"And we will take everything from them." Cooed a voice behind her.

Looking, Naruko saw a giant flaming bird gazing down at her.

"Who…what are you? Are you the Kyūbi?" Naruko asked, as the bird screeched in anger.

"Do not compare me to that creature! I am beyond that foxes miniscule power; we fire and life incarnate! We are PHOENIX!" Phoenix declared loudly, while spreading its wings.

"Then, what are you doing here?" Naruko asked nervously.

"I have always been with you child, from the moment you were born, I have been the ones guiding you, granting you my power." Answered Phoenix.

"You…you're why I could do what I could, when I was younger." Naruko said, with her eyes widening.

"Yes, but you have only scratched the surface of the power I can give you. Power to take revenge on all those who have made you suffer and to destroy everything they hold dear." Phoenix said.

That made Naruko hesitate for a moment. While she'd have no problem taking her revenge on all the people who took her mother and her memories away from her, she didn't want to hurt anyone else.

"And why not? Is it not fair, for them to suffer just as you have? To watch as everyone they love is ripped away from them? To live, knowing that it was all their fault?" Phoenix said temptingly, after hearing Naruko's thoughts.

"But they're innocent." Naruko argued.

"So were we." Said another voice, getting Naruko's attention.

Looking Naruko was surprised to see…herself, the only difference being the black and red eyes and the glowing veins.

"Who are you?" Naruko asked, with her copy smirking at her.

"Isn't it obvious…" She said, before suddenly appearing directly in front of Naruko, making her stumble back.

"…I'm you, the real you, before those bastards locked me away, and replaced me with you. For simplicity sakes, call me Yami." Said Yami, before she began circling Naruko.

"Now then, how about we cut to the chase, so we can start cutting some throats. Or better yet, liquifying minds or crushing them into tiny little balls, and forcing those bastards to eat them! There are just so many choices, I don't think we can do all of them!" Yami said sadistically.

"I don't want to hurt anyone, besides the ones who did this to me!" Naruko said, while glaring at Yami, who scoffed.

"And what good will that do?! Sure, we can torture them, we can kill them, but what does it matter, unless we break them! By taking the everyone they love, they'll get the feel the same pain we did, when they took out Kaa-chan! Make them watch as their entire worlds are burned to ash and then, then we'll let them die, knowing it was their fault! Besides, what does it matter to you, everyone in that damn village always saw us as a monster, save for a select few, even when Kaa-chan was alive! With her gone, they simply became more open about it, knowing they could get away with it, because that old bastard never cared about us, he just wanted a weapon!" Yami shouted, while getting in Naruko's face.

"Now, they'll all get what they deserve, a slow, agonizing death! And what reason could you possibly have to not do it?!" Yami demanded, with Naruko not responding, as she didn't know what to say.

What reason did she have? Because they were innocent? She was innocent too, but that didn't stop Danzō from killing her mother and trying to capture her. It didn't stop the Hokage from sealing her memories and taking away her chance at revenge. It didn't stop the villagers from hating her.

What reason did she have to not make them suffer?

"I just want Kaa-chan back." Naruko whispered, just wanting to feel the same comfort her mother gave her as a child.

"Well she's gone, taken from us. The only thing you can do, is decide whether you're going to avenge her and yourself." Said Yami, while gently putting her hands on Naruko's shoulders.

"Your choice, do you want to make them pay, or let them get away with what they took from us?" Yami questioned.

Looking at Yami, Naruko felt her eyes and veins light up with same fiery energy.

"We, we will make them pay." Said Naruko, wrapping her arms around Yami, with her counterpart doing the same.

Phoenix encircled both girls with its wings, as they were engulfed in bright flames.

*Real World*

Meanwhile, in the Forest of Death, Sakura looked horrified at Satsuki, now covered in black markings and radiating dark purple Chakra, grinning cruelly as she pulled on Zaku's arms.

After the encounter with Orochimaru, where he had bitten Satsuki putting a mark on her neck, before Sakura had taken both her teammates to a clearing in the forest and hid them in a small hollow tree. She had waited for them to wake up, but they didn't show any signs of waking any time soon.

Things only got worse when the Oto Team arrived and attacked to get to Satsuki, thankfully Rock Lee had arrived to help, along with Team Ten. But the Oto Team proved stronger and was able to take them all out. It only got worse when Satsuki woke up, only she was different and radiating a dark, evil Chakra.

Then she just started attacking the Oto Genin, beating them mercilessly, before she forced Zaku to his knees started pulling on his arms, not even stopping when she pulled them out of their sockets.

But before Sakura could try and get her teammate to snap out of whatever was wrong with her, everyone was frozen when they felt a wave of heat wash over them.

Looking to the source, Sakura's eyes widened when she saw Naruko was awake as well, but like with Satsuki, she was different also. She was covered in a flaming aura, with glowing veins and eyes.

"Na-Naru-"

*SNAP*

Sakura froze in fear when Naruko suddenly snapped her fingers and she heard the Oto Team cry out. Looking, the pinkette's eyes widened in shock and horror as she saw them disintegrating into dust until nothing was left.

"AH!" Ino screamed as she was suddenly lifted into the air by an unseen force

"Ino!" Shikamaru and Chōji shouted in worry for their teammate, before they too were lifted into the air.

Naruko then flew into the air going towards Ino and grabbed her face in her hand, while also taking a glance at Chōji and Shikamaru.

"Your father took something from, I intend to do the same." Naruko said, before they shot into the air.

Naruko flew, until they were directly over Konoha. She looked at the village with contempt.

"It'll be so easy to destroy this village, just a single thought and POOF, no more Konoha, not even the memory." Naruko said, before looking at Team Ten, who would have been screaming in fear, if Naruko hadn't silenced them.

"But that'd be too easy. No, instead I want them to know I can wipe them out, but not yet. That comes later, for now I have a score to settle." Naruko said, while flicking her wrist up, immediately Sarutobi, Danzō, Inoichi, and Jiraiya came flying from their locations and appeared right in front of her.

At first, they freaked out, until they saw Naruko looking at them with familiar flaming eyes, making them pale in fear. Especially Inoichi, when he saw his daughter, along with the sons of his best friends and old teammates. Danzō, though, merely scowled in anger.

"Na-Naruko-"

"Shut up pervert, I'll deal with you later." Naruko said, silencing Jiraiya, before floating in front of Sarutobi.

"What's the matter "Jiji", you don't seem happy to see me. Is it the eyes, what about the veins? Oh wait I know, it's the lack of a memory seal, right." Naruko said, while smiling coldly at the old Hokage.

"Na-Naruko, please, we can talk about this." Said Hiruzen, trying to settle this peacefully.

"No, there's no more talking. There was no talking when my Kaa-chan was taken from me, there was no talking when you sealed my memories, and there was no talking when you let me suffer for eight years, alone, while this mummified bastard continued breathing. Oh before I forget." Naruko said, while floating over to Danzō and pulled away the bandages covering his eyes, revealing a Sharingan eye, which was promptly ripped out and destroyed.

She then removed the bandages on his arm revealing a pale white arm with numerous Sharingan eyes and the face of the Shodaime implanted into it, shocking those present.

"You won't be escaping your inevitable death, mummy." Naruko said, as the arm and Sharingan rotted away, until it was just dust in the wind.

Danzō glared at Naruko in pure hatred at robbing him of Shisui's Sharingan, along with the Izanagi and the Wood Style.

"Now, back to you old man." Naruko said, turning back to Sarutobi, who was stone-faced, having no doubt that Naruko will kill them.

Naruko smirking as she read his thoughts.

"Oh, don't worry, I'm not killing you all, not yet at least. No, I believe it's only right you suffer as I have, by losing everyone you love. Or in your case, all of your disposable pawns." Said Naruko to Danzō, knowing from his mind that he didn't love or care about anyone, but himself, with all his ROOT Anbu being drones for him to use as he sees fit.

"But you both, I hope you enjoy being the last of your clans, along with the extinction of your friend's clans, Yamanaka. It's only fair after you and that damned Mummy took Satsuki-chan's from her!" Naruko growled, while glaring at Sarutobi and Inoichi, with the Hokage paling in realization that Naruko was reading his mind and learning all his secrets.

"Naruko, please! Don't do this, if you have to punish someone, then punish me! But please our clans, our families, along with the Nara Clan and Akimichi Clan, they're innocent!" Sarutobi pleaded.

"So was I. So, who should suffer first, the one who took my mother, the one who sealed my memories, the one who sealed my powers, or the one who ordered both? How about we let Ino, Chōji and Shikamaru decide." Naruko said, pulling the now terrified Genin close, while Inoichi struggled to help his daughter, as well as his friends' sons.

"Da-daddy, wh-what's h-h-happening?" Ino asked, terrified of what going on.

"Inoichi-san!" Shikamaru cried out, his usual laid-back attitude being replaced one of pure horror.

"Help us!" Screamed Chōji, trying to break out of Naruko's hold, while completely forgetting that if, by some miracle, he managed to do so, he would just become a bloody stain on the ground, due to his fear overriding his common sense.

"It's okay you three, it's okay, just stay calm." Said Inoichi, as he tried to ease their fears.

"Oh don't lie to them. My Kaa-chan always said it was bad to lie to those you love. No you three, it's not okay, because I'm going to kill everyone in your clan, and I'm going to make sure you and your parents, except for Inoichi of course, feel their pain. And if, by some miracle, you're still coherent, I'm going to liquify your brains until you're basically living corpses." Naruko said, while smiling wickedly, as Team Ten started crying in fear.

"Well, since they clearly aren't going to choose. I guess that means, I'll do it all at once." Stated Naruko, and immediately searched for all the Yamanaka, Nara, Akimichi and Sarutobi Clan members, and all the ROOT Anbu.

To further torment them, Naruko linked all their minds with Inoichi, Sarutobi, Jiraiya, and Danzō, who grunted at the sudden voices echoing in their heads.

"Hear that? Those are your clan members, all of them and all of their thoughts. Unfortunately, those drones you have can no longer think for themselves, so you can't hear them. But give me a minute and soon, all that you will hear is screaming." Said Naruko.

"Naruko, please! I'm the one you want, no one else! They were just following my orders!" Sarutobi begged, while Naruko looked at him coldly.

"I've been at the mercy of men just following orders. Never again." Naruko said, before her eyes glowed brightly.

Then, the only thing that could be heard was screaming.

So, what did you think, good. Yep this now takes place during the Second Stage of the Chunin Exams, with Orochimaru being the cause of the Phoenix being awakened, with him purposefully doing it to see what Naruko would do, and she definitely didn't disappoint. We saw some of Naruko's memories, I also removed Emma Frost and instead Naruko was trained by Madara, and yes it's the real Madara how he's alive and willing to help Naruko will be revealed later. Along with Naruko more willing to accept Phoenix as this time around it didn't take control of Naruko's body, now Naruko is doing it all willingly. And this time Naruko went even further in her revenge, by also wiping out the Nara and Akimichi clans, taking Danzō's stolen Sharingan and Wood Style arm, and ROOT Anbu. So yeah I hope you all will enjoy this rewrite of "Dark Phoenix" and hope you enjoy as much as the original. So, review if you liked go away if you didn't.

Storm out