Disclaimer: I don't own Naruto. If I did, I probably wouldn't be doing this.

AN: Revised version, so I'll go ahead and add this little note right from the start: This story was being developed and written before the Sasuke-Itachi confrontation occurred. It was also written before the Third Databook was released, and definitely before it was translated. I will include various elements that work well with the story I had planned, or that I just happen to like, from the manga and databook. However, I'm not rewriting every last detail to coincide with canon. If that were my goal then I'd just write a novelization.

Uzumaki Naruto was dying. He wasn't completely sure how that was possible with the Kyuubi powering him—the demon fox was obsessed with living at all costs even if it meant keeping his host alive, though Naruto had to wonder whether or not it was even possible to truly kill the thing—but it was happening. Fortunately for Naruto, the Kyuubi wasn't one to simply lie down and die. In fact, he was quite a stubborn beast. Something the human and the fox actually had in common. It had kept both of them alive, or as alive as the Kyuubi could be considered while trapped in his host's mind—and in their few confrontations it had explained just how cheerfully it went about planning to show him just how lively it could be when it finally freed itself—on a great many occasions.

So while Naruto was surprised that his body was dying, he wasn't surprised to find himself in the familiar catacombs of his mind. Nor was he surprised at the face behind the bars that he'd gotten so used to seeing in situations where he needed the help.

"You've really done it now, brat."

"…'m tired." So tired…He'd fought. His entire life, he'd fought as hard as possible for acknowledgement, for his friends, for his village, but in the end it failed all the same.

"I don't care. Get back in control of this pathetic body and finish what you started. I will not become that disgusting creature's pet again."

"I can't." Not a cry, not a plea, just a simple statement of fact. It was quite literally beyond his ability. Almost the entire top half of his torso was gone. The only reason he was probably even still aware in any form was because of the seal containing the Kyuubi. Even that would fade sooner or later.

"Damn it all, you pathetic kit! Do you know how hard I've worked to keep this body going for so many years? How many times I've had to pull you back from the brink of death because of your foolish determination to charge blindly into every situation?"

"What can I do? What's left to try? Sorry fox…and I'm not just saying it. I'm really, honestly, truly sorry." The Kyuubi was the last thing that he'd expected to fail, if only because he'd expected it to be satisfied with just about any conclusion that could cause so much chaos. "But I'm out. I've got nothin' left. I wish I could just hop back up, but I can't. Most of 'em are dead by now, the rest will probably follow. Even the snake-bastard probably doesn't have much more fight left. Not against them."

"…You've never stopped before. Why now?" The fox didn't seem quite as angry as before. It wasn't pleased, it certainly wasn't comforting by any measure. It seemed almost…confused.

"Like I said. Nothin' left. No chakra, no reason, no chance. It's a lost cause. Heh. Never thought I'd say somethin' like that." They'd just never been so completely outmatched before. On the losing side, sure, but one of these people had obliterated the entire village already. Most of the Akatsuki was gone, but the few that were left…Well, they were just plain impossible to defeat, especially working together.

"Worthless insects, all of you. If you aren't going to do anything about this, then I will. Hm…Let's do a little reality bending."

"Say what?" Reality bending? What's the crazy old fox on about?

"I'm not ready to die, but I'm not going to sit here and fall apart like some whimpering little rodent. I can't say I've ever tried something this extreme, but for once I think I'll take a page out of what did you call it—Ah yes, the Uzumaki Naruto Shinobi Handbook—and charge in like an idiot. No doubt this will hurt." The fox grinned at that. "Very, very badly. Goodnight."

And he was right. If Naruto still had a functioning mouth, he would have screamed.

Gaara of the Sand was knelt by his fellow Jinchuuriki's body. Former Jinchuuriki, at least. They'd simply run out. He still had some control over his sand, but nothing like he'd had with Shukaku, at least not after as much fighting as they'd done. For once, he was actually wishing that he'd still had his demon. As it was, he was practically helpless at this point. All of them were. Even the greatest of shinobi wouldn't be able to stave off exhaustion forever.

They hadn't expected some massive final battle. They'd expected Naruto and his team to finish the job. As bizarre as it seemed, defeating enemies that seemed undefeatable was just what Konohagakure's Team Seven did. Unfortunately, that wasn't quite how it happened. The remaining members of the Akatsuki had decided it was time to make one last bid for the Kyuubi after this "Pain" had already decimated Konoha in his initial search for Naruto, and with the Eight-Tailed Beast finally in their hands due to some crafty work by the infamous Hoshigaki Kisame.

At the moment, it was working out rather well for them. Most of Konoha's best were already gone. Tsunade had been killed months earlier, attempting to avenge Jiraiya and save the village. The Akatsuki's leader had done the deed, just as he'd apparently done with at least one of her fellow Sannin. Not to mention most of the Leaf Village. Naruto had been blaming himself ever since, insisting that he could have helped if he'd only learned of the invasion sooner, finished his training properly instead of taking so long to mourn his lost mentor.

The right-hand of the Akatsuki—if he could really be called such, they weren't completely clear on that—was vicious. Unstoppable. A seemingly endless supply of summons, the ability to absorb Ninjutsu and negate Taijutsu, borderline immortality, control over every chakra element…He'd already killed a considerable number of Konoha's finest, and none of their allies would be able to get more help to them any time soon. Not long ago the Raikage had tried to call for an alliance after the kidnapping of Kumogakure's last Jinchuuriki, but it had ended in a miserable failure. Ambushes by the Akatsuki had left the Tsuchikage and Raikage dead, the Mizukage and Hokage missing, and since he was still recovering his powers after losing Shukaku he was of limited use on his own. Suna had welcomed Konoha's refugees, but even their combined forces weren't nearly enough and they couldn't count on the other villages to help when they were in chaos with the loss of their leaders.

And now, their attackers had already finished most of the Jonin and started working on the other shinobi of Naruto's class.

The now-deceased Lee's master, Guy and his remaining students were busy trying to defeat the blue, almost shark-like member of the Akatsuki. The greatest of the Seven Swordsmen of the Mist, they called him. Sakura and the three shinobi that had been traveling with Sasuke had left in pursuit of the strange plant-like Akatsuki agent some time earlier, when the numbers had still been to their advantage, after he'd killed the young Uchiha by surprise. Apparently his one-time enemy, as well as his allies, had been planning to turn on the Akatsuki when the time arrived (For what reason? Perhaps only the fallen Uchiha could have revealed the truth) and Zetsu had simply been waiting for his own opportunity to deal with the traitors.

Looking into the distance, he watched the battle that none of them had seen coming. Nothing in the world could have prepared them for Orochimaru to come to their aid, courtesy of his servant's absorption of his remains. He was supposed to be dead, after all. Of course, none of them believed for a second that it was out of good will towards them or Konoha. In fact, he'd probably come with the intention of taking Sasuke's body. But with Sasuke dead when he arrived, he'd turned his eyes on the only remaining Sharingan wielder on the field. The duel between them had only gone on for moments before Orochimaru had assumed his immense serpentine form, drawing on his last resort when the Uchiha easily subdued him.

And he was still losing to Madara. He was performing far better than any of them had, certainly. However, slowly but surely, he was being pushed back just as everyone else had been.

So there Gaara knelt, next to the body of one of the few people he could call a friend. He couldn't aid any of the others in a fight, considering how weak as he was at the moment. Between time it was taking to regain his powers, attempting to readjust to being susceptible to illness and sleep deprivation, and attempting to fight as he had when he still hosted the beast, he was far too drained to do much more than watch and fend off stray attacks. But standing guard over his friend's remains was the least he could do to repay all the blonde child had done. Then there was a great cry, almost a shriek, as the massive eight-headed snake fell. A standing but clearly weakened figure with dark hair emerged from the mouth of the final head, crawling to his feet.

As the last remaining Sannin pulled the Kusanagi sword from his mouth, preparing for yet another battle with the last remaining Uchiha, Gaara heard something from behind him. Turning his eyes from the battlefield, he saw that a seal on Naruto's stomach had started to glow a bright scarlet. Before he had a chance to wonder what was happening, the world exploded into fire, an excruciating pain coursing through his body, followed by darkness and silence.

AN: Yep. Much prefer the revised version. Anyway, until next time.