Author's Note

So this idea came to me when I was talking with my brother the other day. Ever since then, I couldn't get the idea out of my head, and so that led to this story.

LEGEND BELOW

"Oh hi there." = Normal Human speech.

''What was I thinking?'' Normal Human thoughts.

"There there young one." = Tailed Beast speech.

''I wonder where they are?'' = Tailed Beast thoughts.

Chapter 1.

"Sasuke! Don't do this!" Naruto shouted out. The blonde haired teen had finally caught up to the Lone Uchiha. He didn't know how long he had been running after him, but he had finally cornered the black haired teen in the depths of the Valley of the End.

Naruto had only learned of Sasuke's betrayal early that morning, and being the type of person he was, he wasn't about to just let his friend leave like that. He didn't get the details of the situation before he had ran after the fleeing Uchiha. Unfortunately there was others that didn't want him interrupting what was happening, and he was forced to lag behind, letting Sasuke escape the land. It was Orochimaru's main men, the Sound four that had come to stop him in his tracks.

But it was the very timely intervention of the Suna siblings that came to his rescue. Gaara along with his sister Temari and their brother Kankuro, had seemingly appeared out of no where, ready to assist in the situation. Naruto hadn't bothered with asking questions like why they were there, or why they were even helping him at all. He simply threw a thank you their way, before sprinting after his target. He had lost some time due to the surprise attack, yet he didn't let it get to him. He wouldn't let anyone or anything get in his way of saving his friend from this dark path he found himself on.

Naruto eventually caught up to Sasuke in the Valley of the End. With nowhere left to run, Sasuke was forced to fight Naruto for his freedom. Naruto pleaded for Sasuke to stop, for him to reconsider what he was doing. But Sasuke wasn't about to just turn back now, no, he knew what he had to do. He wasn't going to stop, not even for his only friend in this world. If Naruto wasn't going to allow him to leave peacefully, then he was going to have to be cut down.

And thus, a battle ensued. At first the fight was majorly in the Uchiha's favor, as Naruto wasn't fighting at his full power. However Sasuke wasn't one for games, and called the blonde out on his weakness. Naruto wasn't fighting at full strength because he couldn't bring himself to bring harm to his one and only true friend. However Sasuke didn't see it that way, and didn't even try to pull his punches.

After the brutal brawl that took place, Naruto was still standing, refusing to fall. Sasuke knew he couldn't stop Naruto on his own, and had to resort to his newly acquired power given to him by Orochimaru. His curse mark level two proved to be too much for Naruto to handle alone, which forced him to make a decision. He could fail to save his friend because of his weakness...

Or he could tap into that horrid power that he contained. The same power he had contained ever since he was born. The horrible corrupting power of the one and only Nine-Tailed-Fox. He had vowed to never use that power after that one incident where he lost control and almost killed his friends. He never wanted to feel like that again. The horrible power was just too much to handle, mentally and physically. However he couldn't think of any other way out of this situation alive.

Knowing the horrible consequences that awaited him if he lost control, he still willingly tapped into that power. The corrosive power of the Kyuubi washed over him like a coat of spikes, forming a two tailed Chakra cloak that resembled a fox. With this power at his fingertips, he went to battle the Uchiha in an attempt to subdue him.

But Sasuke still had one trick up his sleeve, and he was waiting for just the right moment to use it. Which brings us to the present, with Sasuke secretly charging up his ultimate attack, the Chidori.

"Sasuke! Don't do this!" Naruto shouted, his voice sounding warbled due to the Nine-Tailed cloak. He didn't know what to do. He tried everything he could to safely stop Sasuke, but nothing seemed to work. The only thing he had left was the Rasengan, but he vowed to never use that attack on a friend. Yet he could tell that Sasuke was planning on something, but he wasn't sure what it was.

"You don't understand, Naruto! You'll never understand my pain!" Sasuke shouted, hiding his left arm behind his back, hiding the charging Chidori. "I'll never get strong enough to kill that man if I stay with you!" His shout echoed throughout the battle field. Naruto just stared on in confused shock, unsure what Sasuke truly meant by that.

"What are you saying?! Who do you want to kill?!" Naruto shouted back, before he fell to one knee in pain. He had over used the Kyuubi's power, and now he was feeling the repercussions of doing so. Naruto wasn't the only one that noticed that he had weakened, Sasuke too had noticed. Naruto didn't see it, but a grin found it's way onto Sasuke's face.

"Come at me, Naruto!" Sasuke shouted, taunting his opponent into attack. Naruto growled loudly, the Kyuubi's Chakra affecting his mind. He tried in vain to shake the thoughts away. But try as he might, he just couldn't shake the feeling of wanting to smash Sasuke's face into the ground. He knew it was the Kyuubi affecting his mind, but he couldn't find it in himself to care anymore.

"Sasuke!" Naruto roared out in fury, his Kyuubi enhanced voice echoing loudly across the valley. Sasuke recoiled in shock at the anger in his voice. He glared warily at his opponent as Naruto's power started to rise drastically, a third tail starting to form behind him.

''Damn it! I need to take him down now! There's no time left!'' Sasuke mentally ranted. He knew that his Chidori wouldn't be strong enough on it's own, and so he forced the poisonous power of his curse mark into it, changing the color from blue to an evil looking dark purple. "Come at me!" He shouted once again. This time Naruto didn't just sit there. With an explosive roar of fury, the Kyuubi powered teen launched himself up at his foe, a clawed hand ready to tear through flesh. Sasuke waited patiently for the right moment, before attacking.

The world was suddenly silent. Naruto looked down in shocked horror. Sasuke's arm was impaled into his stomach, and more importantly, right through the seal that kept the Kyuubi locked away. Both Sasuke and himself were blinded by the corrosive lightning Chakra that exploded into his seal, damaging it beyond repair. An explosion of unbridled power filled the sky, blasting both of them away from each other.

Sasuke painfully landed on his back a couple yards away from Naruto. He looked over to the blonde haired teen, and all the color drained from his face. Naruto was standing up clutching at his stomach in what looked like the most pain he had ever been in. Corrosive red Chakra started to pour out of the destroyed seal, and quickly started filling his own body. Naruto's eyes snapped up to Sasuke, stunning the last Uchiha in place. So many emotions ran through Naruto's eyes at that moment, too many for Sasuke to determine.

"W-W-Wha-t.. H-Have y-ou d-done...?" Naruto choked out, the words filled with so much pain it was almost unbearable for Sasuke to listen to them. Blood poured down Naruto's face, his skin starting to turn red. Sasuke took a step back in horror, unable to tear his eyes away from what was happening to Naruto. The blonde's skin quickly started disintegrating, exposing the red Chakra infused muscle underneath. An explosion of Chakra filled the sky, large enough that everyone withing a fifty mile radius could see it.

His body started shifting and changing, all while he was still fully conscious to feel everything that was happening. Naruto screamed in unimaginable pain as his body transforming into something else entirely. A new skeleton formed around Naruto's body in the shape of a fox, the Nine-Tailed-Fox more specifically. Muscle and tissue started to form around the bones forming working legs and joints. An elongated fox shaped skull filled with many sharp deadly teeth started to form at the neck, with muscle and tissue quick to follow around it. The entire body was also growing at an alarming rate, getting bigger and bigger as time went on.

Sasuke stumbled and fell back in shocked horror, not believing his own eyes at that moment. It was horrifying to watch, and yet he couldn't tear his eyes away from the sight. The body soon grew a long tail bone, which was quickly followed up by another, and another, and another, until it formed nine tails in total. Just like what happened to the rest of the body, the tails also grew muscles and tissue that completely covered them. Large white sharp and most definitely lethal claws started to grow out of the hands, forming five for each hand.

The body continued to grow rapidly, already reaching above the trees that surrounded the Valley of the End. The head was quickly surrounded with flesh like the rest of the body, forming the head of the Nine-Tailed-Fox, completed with the tall pointed ears at the top. Sasuke's eyes widened in shock when he saw two blue eyes form in the empty head, before they were hidden behind the newly formed eye lids.

Then finally the body started to grow fur, that quickly and completely covered the entire body. The fur was a bright and shining crimson color, similar to the original Kyuubi's fur but a healthier color, with the head covered in stripes of gold fur. One of the arms that was in the air suddenly slammed into the ground below, almost squashing Sasuke. The Uchiha was sent flying due to the air force that followed the massive hand. The black haired teen landed with a thud, his eyes opened wide, unable to tear his gaze from the completed figure that stood before him.

There was no denying what he saw standing right in front of him. At a height clearly taller then the walls of Konoha, was none other then the Kyuubi-no-Kitsune. In his fearful shocked mind, Sasuke didn't even question why the beast looked slightly different then the original Kyuubi. Then suddenly, for reasons unknown, the fox started to shrink down to a smaller size. It's body was still massive, but it was now only half the size as it was before. Sasuke almost had a heart attack when the closed eyes suddenly shot open wide, looking around the area in confusion.

The fox looked down in confusion, his mind a little hazy at the moment. His eyes slowly cleared as they locked onto the one and only other living thing within range. Sasuke squeaked in fear as the beast narrowed it's eyes down at him.

"Saaaa-suuuu-keeee!" The beast roared out, a sudden rage filling it's entire being. The lone Uchiha was sent flying by the shear force of the beast's voice. Sasuke landed painfully against a broken tree stump, sliding down to the ground. His body hurt so badly that he couldn't move no matter how hard he tried. He was forced to look up into the eyes of the large Nine-Tailed-Fox as towered over him. It's tails flailed around thoughtlessly, destroying the forest and terrain that surrounded the Valley.

''I-It c-can't be...!'' Sasuke silently ranted, his mind running a mile a minute. He stared up in shock as the beast fell over, seemingly unable to properly use his body. ''W-What t-the hell is h-happening?!''

The large fox fell onto it's side, his body not responding the way he was sure it was supposed to. He knew how to use his head, but his legs felt different then normal. He glanced down at his body, only now realizing that it was completely different then it was a few minutes ago. His eyes widened in shock at the sight of his body, now massive and completely covered in a crimson fur. He glanced back even farther, his eyes wide in shock when he saw nine crimson tails swinging about haphazardly. His mind started to run, trying to come up with an answer to the question that currently filled his mind.

''W-What happened to me...?'' Naruto thought, once again trying to move his body. This time he actually got some results in the form of his legs moving, but not his arms. His hind legs pushed off the ground, elevating his rear into the air, only for him to fall back over because of the lack of front support. The resounding thud that followed the fall sent a shock wave throughout the Valley, almost knocking Sasuke off his feet. The Uchiha shouted in pain as his body throbbed all throughout, his muscles refusing to listen to his commands.

Naruto's head swiveled to the source of the sound, unable to find anything at first glance. He tried once again to get his new body standing, and this time he managed to carefully stand up. Using his hind legs to push himself up, and his arms to balance out the weight. Now standing once more, he was able to get a clear view of his new body. He didn't know why or even how, but he had somehow turned into the Kyuubi. That thought alone made him want to run as far away as possible, to get away from everything until he could figure out what was going on.

He started to turn to leave, to run away. He couldn't stay here, especially not if backup was on it's way. What would they say if they saw him? What would they do if they saw him as he was now? Those thoughts and thoughts like them quickly filled his stress raddled mind, making it hard to think clearly. He wasn't even worried about Sasuke in that moment, and most like had completely forgotten about him entirely... That was, until he heard the Uchiha scream out in fright.

"S-S-Stay a-away f-fro-from me!" Sasuke shouted, as he tried in vain to back away from the large beast that towered before him. Naruto's eyes locked onto the very small figure as it tried to move away from him. Big blue eyes narrowed in a confused emotion, as he slowly started to move towards the downed Uchiha. "N-No! S-Stay away from m-me!" Sasuke screamed, horrified tears falling from his eyes.

Naruto stopped when he noticed that Sasuke was crying in fear. All anger he felt toward the black haired teen in that moment slowly vanished. He took a shaky step back, which put him farther away from Sasuke then you would first think. What was he about to do to him? Nothing but negative emotions filled his mind a moment ago, before he snapped out of it. His mind felt like two warring sides at that moment, and he couldn't tell which one was his own.

He shook his head violently, trying to rid it of those horrible thoughts that tried to consume him whole. He needed to get out of here.

"Naruto!" The massive fox whipped his head around to see his Sensei closing in on him...

Flashback

Ten minutes ago

Kakashi along with Kurenai and her own squad of Genin were seen quickly chasing after the last known location of Sasuke and Naruto. They had been ordered by the Hokage of Konoha, Tsunade, to safely bring back both the traitor Sasuke, and Naruto who had ran after him without a word said. It didn't take long for Kakashi to gather together a quick retrieval squad, and then they were off to hopefully complete their mission.

Along the way Kakashi and his squad came across what used to be a forest, but was now a ruined battle ground. The group stopped dead in their tracks when the sand siblings approached them. Kakashi narrowed his eyes at the sight of the other group. Gaara merely stood there with his arms crossed in a nonthreatening way. Temari and Kankuro stoop placed on either side of him, their weapons stored away safely.

"What are you three doing here?" Kakashi asked, standing in front of his squad as a defense. He knew just how powerful Gaara could be if angered. Gaara raised an eye brow at the scarecrow Ninja. Did the man actually not know why they were here at that moment? Gaara sighed audibly, as he raised his hand, making the other group tense up. Kakashi and his group's gaze was brought up to the four mounds of sand that was floating in the air, that after a moment, Gaara made them drop ungracefully to the ground.

"We're here to help." Gaara said in that same monotone that he was known for. Kakashi's eyes widened when the sand flew back into Gaara's gourd, leaving what was hidden in the sand. It was none other then Orochimaru's main Ninja, the sound four. The four Ninja were laying limp on the ground, clearly knocked out cold. Kakashi's gaze drifted back up to Gaara, seeing that the redhead had still not moved an inch.

"I.. See... Tsunade-Sama said that we should be expecting help, but she had skipped the details on who that would be." Kakashi explained as his stance softened and he pocketed his Kunai. Kurenai realized that they were friendly and told her Genin to back down. Kakashi let out a soft laugh. "I wasn't expecting to see any of you again anytime soon. However your help is very much appreciated right now."

"What's the situation right now?" Temari asked as she stepped forward, both groups now fusing into one. Kakashi sighed as his head sank slightly.

"Uchiha Sasuke has abandoned the Village of the Leaf, and we are currently tracking him down to bring him back." Kakashi explained. Gaara narrowed his eyes at the information. "We are also tracking down Naruto, who had ditched the Village the second he learned of Sasuke's betrayal. I'm hoping that he just went after him to stop his friend from making a stupid mistake." Gaara eyes widened at that knowledge. Hearing that Naruto had just up and left like that really didn't sit well with him.

"I see." Gaara responded simply. "So that's why Uzumaki ran past us not too long ago." Kakashi's slapped a hand to his face in annoyance. "We should probably head after them before something-." Gaara was cut off by the sound of an explosion. Everyone jumped in shock at the sound and turned back to where Naruto was last heading. Everyone's eyes widened in shock as they stared at the massive explosion of vile red Chakra that filled the darkened skies. They all could feel the horrible energy that suddenly filled the air, and it affected one more then the other.

"N-No! It can't be! Naruto!" Kakashi yelled as he took off, sprinting as fast as he could after the direction that the Chakra came from. The others looked on in shock and confusion before also running after Kakashi.

It only took a few moments before they caught up to Kakashi. The worry was very evident on the man's face, and it unnerved them. One of Kurenai's students, Kiba Inuzuka, was about to ask what was going on, when a massive tremor rocked throughout the land, knocking everyone off their feet.

"K-Kurenai-Sensei, what i-is happening?!" Kurenai's only female Genin, Hinata Hyuuga, asked fearfully from her place on the ground. The rest of the group struggled to stand up as another tremor rocked throughout the land, knocking them over once again.

"What the hell is going on?!" Kiba shouted, finding it very hard to stand when all his legs did was shake. Gaara thankfully had a plan, and the whole group suddenly found themselves floating a few feet in the air, thanks to Gaara's controllable sand.

"I've felt this power before... And I don't like it." Gaara stated, getting shocked looks from his siblings. Gaara didn't wait a moment longer, before his sand started flying towards their destination at high speed. Everyone held onto the sand as best they could.

"Saaaaaaa-suuuuuuu-keeeeeee!" Gaara almost lost his control when a very loud ear piercing roar exploded from somewhere close by. Gaara sped up his sand, and the group tore through the forest, flying into the Valley of the End. Gaara's sand stopped abruptly as his eyes widened in horror. Standing in the middle of the Valley of the End was none other then the Nine-Tailed-Fox, and below it was a weak and defenseless Sasuke.

"Naruto!" Kakashi shouted in horror as he slid to a stop a small distance away from the beast. The large fox whipped his head around, his eyes locking onto the figure of a Ninja standing not too far away from him. Naruto took two shaky steps back away from the Jonin Ninja, which managed to put some actually distance between them both. Naruto's eyes widened in horror when he noticed other Ninja had arrived as well. Yet from the distance, Naruto couldn't make out who the Ninja were, as they were no more then just small blotches to his new untrained eyes.

Kakashi's eyes widened in shocked when the beast turned directly to him when he call out Naruto's name. He didn't want to believe it, but the fox's eyes widened in recognition when it heard that name. ''I-It couldn't be..!'' Kakashi's mind was running a mile a minute, trying to make heads or tails of the situation.

Naruto couldn't find anything to say in that moment. What would he say to them? What did it really matter anyway? After seeing him as this colossal monster, how could they ever take him back? Konoha already saw him as the Nine-Tails reborn before hand, and now what would they say? He had to get away. He had to leave. There was nothing left for him anymore. When one of the Ninja started to run after him, he felt like they were already going to take out their anger on him.

"NO! Stay back! Get away from me!" Naruto roared as he stumbled away from the group of Ninja. Kakashi's eyes widened when the fox said that. It almost sounded like Naruto. He didn't have any time to dwell on that information as the beast turned to run away.

"Wait! Stop!" Kakashi shouted up to the massive beast as he moved to chase after it.

"Why in the world is it running away?!" Gaara's brother, Kankuro, shouted in confusion. The others were just as stumped as he was. Why in the world would the almighty Kyuubi turn and run away from mere Humans? It just didn't make sense.

Kakashi knew he wasn't fast enough to catch the beast in time while on his feet, so he resorted to using Nin-Jutsu to catch up to it. Kakashi disappeared with a poof of smoke, only to re-appear on the nose of the massive fox. Naruto stumbled in shock as his Sensei appeared on his nose from out of nowhere, his big blue eyes struggling to lock onto the figure of the Ninja as his vision was still blurry.

"Naruto!" Kakashi shouted loudly directly into the face of the beast. He knew he was taking a massive chance right then, but he couldn't think up anything else to do at that moment. If his guess was wrong, then he was probably going to die within the next second. But if he was right...

Naruto stopped dead in his tracks, the warning in his voice very apparent at that moment. Silence passed throughout the Valley, no-one dared to make a sound, lest they bring the wrath of the monster that towered before them. Naruto blinked once more, his mind trying to connect the dots in his newly acquired brain.

"W-Wha-? Sensei...?" The fox responded in confusion, his massive eyes blinking. Kakashi visibly sighed out in what was massive relief, glad that he wasn't going to die. Meanwhile everyone stared on in shocked horror, and Hinata had definitely fainted out of fear. "What are you doing-?"

"Sleep!" Kakashi ordered, his Sharingan eye flaring to life. Naruto seemingly couldn't help himself, and his gaze was drawn into the spinning red and black eye. Kakashi shoved as much Chakra into the Gen-Jutsu as he possibly could manage, hoping to put the Bijuu to sleep. Naruto's eyes suddenly grew heavy as his body started to wobble. Kakashi's eyes widened when he realized that the fox was going to fall, and quickly jumped away to safety. Not a moment later, Naruto collapsed to the ground, the resounding thud knocking a few of the Ninja off their feet. Kakashi sighed as he turned back to the beast. It was out cold.

Chapter 1. END

Author's End Note

Please send me a review if you feel like it. I'm not sure if this story will be a one-off, or if it will continue on. If you have any ideas at all for this story at all, please send them my way, as that would truly help me out with this story going forward.