Heh heh, looks like people liked chapter one. I'm glad. I'm going to try an make this chapter longer but no promises.

Ok screw holding back the pairing. This is going to be InoxNaruto. i've recently stumbled upon this pairing and found it to be absolutely adorable and decided since this was going to be AU anyways might as well take it where i want it to go.

Also i have to warn you all that i don't feel like translatig the techniques i know into japanese unless i already know the japanese names so expect a mixture of japanese and english titles.

Chapter Two: Gennin Exam

The village of Konoha was having a peaceful, sunny day. The birds were singing, the sun was shining, and the few clouds in the sky were billowy and white, adding to the serenity of the scene. All was calm.

"GET BACK HERE YOU BRAT!" Well it was calm... until a certain demon fox decided to skip class.

Naruto was laughing his head off as he sped accross the roof tops, two chuunin chasing after him. They both had black ink all over ther faces, some of it writing, most of it just little doodles.

"That's what you get for sleeping on the job, Bozos!" he called back to them through his laughter. It has been two years since we last visited the Village Hidden in the Leaves, and not much has changed. A few new shops had opened, some had closed, most children attended the ninja academy, and some decided to pursue other careers.

One of the thins to change was Naruto. He still had his ninja goggles, but he had traded in his shirt and shorts for a pair of orange sweat pants, a pair of shinobi boot/sandal thingies, an orange jacket with fluff on the shoulders that he always left unzipped, and a navy blue undershirt with the swirling pattern on it.

Naruto made good time, running from the higher rank ninjas, and it bothered them to no end that they couldn't catch a mere academy student. They were chuunin for goodness sake! They should be able to catch some brat that wasn't even a gennin yet!

"Ha ha ha, you can't catch me! I'm the great Uzumaki Naruto, future Hokage!" His confidence was unbreakable at this point. They had been after him for half an hour and couldn't even touch him. Losers!

Suddenly, someone caught him by the back of his jacket, causing him to stop. He struggled momentarily before looking of his shoulder and laughing nervously.

"Heh heh, hi, Iruka-sensei," the older chuunin, raised one eyebrow and looked up as the two other chuunin stopped beside him, breathing hard. He once again looked at Naruto and noticed, not for the first time, that he didn't seem winded at all.

"Naurot, this is the third time this week you've cut my class," the chuunin said irrately. Iruka would never understand why he didn't hate this fox demon. Of course he knew what Naruto was, all the teachers did. He knew that this was undoubtedly the son of the Great Nine-tailed Arashi, the fox demon lord, but when he saw the other teachers mistreat Naruto in his first year at the academy he couldn't bring the strength to his fists to add to the supposedly deserved torture. Naruto thought they treated him like that because they knew he was a demon, never remembering the blood in his veins being half of the great Arashi's.

He knew that the fox demon disguised himself as a normal kit where he lived, and he knew he lived with Yamanaka Ino as her pet. He understood that the fox didn't have a life that could be no worse, but... well from the final attack of Arashi Iruka lost both his parents. He was one among many orphans that the fox demon had produced as result of his attack, and he knew what it felt like to be adopted.

When you were an adoptee you were treated kindly almost always. You received gifts on occasion and on your birthday, you played with your adopted brothers or sisters, and you pretended to be happy. But you couldn't be. It all felt cheap. Like some sort of consolation. Like someone had just up and said, 'Oh, your famly is dead? How terrible. Here live with these kind folk as a sad reminder of what you once had.'

The final thing Iruka knew without a doubt by looking into the Kit's eyes, be they human form or fox, they held a lonliness only those who had lost all their family would know, but Naruto's was worse. He couldn't remember anything about his sire or his sire's mate. All he knew was when he saw Ino-chan spending time with her parents, he felt a dull ache where his heart was and no matter what he tried it wouldn't go away. And because of these feelings running through the son of the terrible demon, Iruka felt some sort of kinship with Naruto.

"But, Iruka-sensei, I already know all about the henge technique," Naruto protested, pulling Iruka out of his thoughts.

"Oh, really? Then prove it," Iruka challenged. The moment he did, though, he regretted it as he saw the famous mischivious fox grin pass over his students features before forming a quick handseal.

"Transform!" After the puff of smoke faded there stood a young petite woman with blonde hair, blue eyes, whisker marks on her cheeks, and nothing to cover her well formed assets except for two fuffly red fox tails with black tips and a few thick whisps of left over smoke.

Needless to say, Iruka's nosebleed caused him to lose conciousness. Where the hell had his rambunctious student learned a techniuqe like that? Iruka found himself desperately hoping that Naruto wasn't another Jiraiya in the making, otherwise the bath-houses would never be safe.

((At the Yamanaka home))

Naruto had decided to just go home for the day, as going back to school would only surely result in hours worth of detention.

He walked into the Yamanaka's backyard before turning back into his vulpine form. Unfortunately for Naruto, he had recently been banned from entering the house except at night and for a short time after Ino got home from school, because he had broken two of Ino's mom's favorite vases. In fact, if it weren't for his constant whining and scratching at the back door when he wasn't allowed to spend time with Ino-chan, he wouldn't be allowed in except at night. Naruto valued his time with Ino-chan almost as much as the time with Sakura... almost. Ofcourse he would never let the blonde haired kunoichi know that, she would surely skin him and wear his fur coat to festivals for his traitorous omision should he ever tell her.

He walked towards the far end of the yard where there was a tree with a perfect nook in it's roots for a fox Naruto's size and laid down after a light stretch. Soon enough he found himself dozing lightly in the spring warmth, one of his nine tails over his nose, his ears swiveling, constantly alert to danger or the arrival of the ever prized Yamanaka kunoichi.

Sometimes Naruto wondered if his feelings for Ino-chan were deeper than he wanted to admit. He had admitted to himself that she would never be a sister to him, she was higher than that role, and they seemed to close to be called friends.

Suddenly the gate to the yard opened, and Ino-chan walked in positively beaming. Narut must have been out of it longer than he thought, school wasn't supposed to end for a few hours. Naruto got up and padded over to her, yipping to gain her attention.

"Oh, Kyuubi-kun, you'll never guess what happened today," she said happily as she picked him up. Judging by the starry eyed look she had on he would say it definitely involved Sasuke. That was his only little pet peeve with the humans here in this village. All the females seemed to be naturals at playing the part of the fan-girl. Most of them worried more about their looks than their actual ninja skills, he did have to give it to Ino-chan, Sakura, and some other girls in the class. They had caught the drift from the Uchiha that he desired power so worked on equal time between grooming and training.

When Naruto gave her the cute 'head tilted to the side curiously' look she giggled a bit at the cuteness of it and elaborated on the events of the day, "I think Sasuke-kun smiled at me. Me! He smiled at me!" She knew that her little Kyuubi-kun probably couldn't understand her, but she just felt like gushing to someone and her parents weren't home.

Naruto, thinking she probably had exaggerated a misdirected look into a smile in the right angle of bad lighting, settled for being thoroughly squeezed in place of Sasuke. Not long afterwards Ino-chan, still with a bright smile on her face, took Naruto with her into the house for a light snack before going to head out to training.

The last year or so her parents insited that she start training with the Nara and Akimichi boys, their parents were certain they'd be put on the same team out of tradition. When she would leave, Kyuubi would follow her. She had atfirst tried to stop him, afraid that if things got out of hand that the cute little fox would get hurt. Her fears were alleviated however when it seemed the fox was content to just watch them and would always move away from the spot a stray attack was about to hit.

As Ino made her way out of the house Kyuubi followed her for a bit before deciding he'd rather ride then walked and yipped to get her attention. She of course bent down and picked him up giving im a half hearted glare.

"Kyuubi-kun, you're lazy, you know that?" He briefly wondered if she would say that if she knew he spent most of his time at night training out in the forrest. He just tilted his head to the side like before, pretending he didn't understand.

(( Once again two years later, day of the gennin exam))

Naruto twitched in nervous anxiety, waiting for his name to be called. Today decided who were drop outs and who were ninja. He had kind of cheated and looked at the schedules in the teachers lounge and found out that they were doing a written test for one part some partnered taijutsu tests and finally a justu test. The jutsu: Bunshin.

He knew he failed the written test, he was never a study kind of person, but he had done just above par on the taijutsu test. This last test decided whether or not he became a gennin, the test was failed or passed by getting the best two out of three.

Unfortunately, he knew that the bunshin was his worst jutsu. He never knew why, but he just couldn't produce a viable clone, no matter how much he practiced.

"Naruto," Iruka-sensei's voice startled the gennin out of his thought, "Please create two bunshin's."

Nodding mutely, Naruto formed a handseal to channel his powerful demonic chakra and said aloud, "Bunshin no Jutsu!" Smoke enveloped the room for a couple seconds before it cleared.

Naruto stood in the same position, beside him lay a beaten and battered version of himself. He looked over at it and could already hear Iruka shouting...

"YOU FAIL!" Or maybe that was actually Iruka. He turned to look over at his sensei and saw Mizuki, the assistant teacher start to speak.

"Iruka, maybe you're being to harsh. He did atleast make a clone," naruto didn't even bother listening to the rest of the conversation. When iruka picked a verdict there was no changing his mind. Naruto had failed and that was that.

He walked out of the room and went over to a lonely looking swing and watched as the other ninja paraded their headbands. He sighed, it was probably his fault. He probsbly hadn't practiced enough. He probably could have do-

"You know, he's hard on you because he wants you to meet your full potential," Said a voice from behind him. He turned around to meet the smiling face of Mizuki. The man still smelled of blood, but Naruto had learned to tolerate it. Not to mention that the man always seemed kind to him, not as kind as Iruka but pretty close. Perhaps the lingers scent of blood was what he'd heard about from other ninja, the lingering scent of blood that one has spilt.

"I know," Naruto turned back to the crowd of graduated students as he spoke, "but i just wanted to graduate so badly." He turned his eyes from the new ninja and towards the ground. His sensitive ears could hear some of the peple talk, some of it about him saying that is was good he didn't pass.

He just didn't get it. Why were people so mean to him? I mean, sure, he was a demon fox, But it wasn't like he'd ever done anything to harm them. He had sworn his alliegence with the Leaf the day he became a student, just like all the others.

"Well... I may know another way to graduate," the foul intentions behind Misuki's 'innocent' smile were obviously lost on Naruto as hope flooded into his large expressive blue eyes.

(( about two hours later as the sun is almost set, in the hokage's office))

"He is not to be harmed if it can be prevented, I want him brought directly to me so I may question him on his motives," the Hokage said in a stern demanding voice. All of the assembled shinobi gave a nod of affirmation before jumping away to find the demon kit.

Iruka asked himself why Naruto would steal the Forbidden Scroll of jutsu? Could his student truly be the power hungry demon that people portrayed him to be?

Flash backs of Naruto and himself sharing ramen at Ichiraku's, times in class, though few and far between, where Naruto devoted his full attention to Iruka and his lesson, that grin of genuine elation when his stomach was full of his favorite ramen.

A humorless smile passed over iruka's lips as he checked Naruto's favorite haunts. The boy was nothing more than that; a boy. Be he demon or human he was still a child. There was not a single bone of malice in the boys body. And because of that Iruka came to the conclusion that whatever the reason for Naruto's thievery, it was benign in nature.

Stopping on a random building near the woods for a short break, Iruka noticed, out of the corner of his eye, the silver haird assistant teacher mizuki stop just infront of the thick expanse of trees. Not sure what willed him to do so, Iruka ducked out of sight when he saw Mizuki turning his head from left to right. he peaked his head over the edge of the roof he now lay upon. Mizuki had an almost malicious gleam to his features just before he disappeared into the trees.

Iruka watched for only a second before deciding he should probably look in the forrest for Naruto, more specifically in the direction Mizuki was going. Kicking off the roof he ran as fast as he could while searched for that rediculously colored orange jacket.

(( a few hours later))

Iruka had passed Mizuki in his search for his student. He no longer cared why Mizuki had lead him into this forrest as long as he could find Naruto. He had to know why Naruto took the scroll.

Orange.

Wait! Back up. He skidded to a hault and turned around. He could just barely make out through the trees an annyingly bright color of orange. He immediately sprinted towards it.

Bursting through the tree line and into a small clearing, Iruka finally found his rogue student. Naruto was bent over, hands on his knees, and breathing hard. it looked as if he had been working out for the last few hours that everyone had been searching for him.

Naruto looked up to see his sensei and smiled.

"Iruka-sensei! I only had enough time to learn one jutsu... but that's enough right? Now I can become a ninja?" He had a big smile on his face.

Iruka frowned, "What are you talking about, Naruto? Why did you steal the Forbidden Scroll?"

The smile left Naruto's face as he heard Iruka's tone. He looked over at the scroll Mizuki told him about then back at Iruka.

"I was told if I can learn a jutsu on the scroll, I could pass. Doesn't it work that way? That's what Mi-"

The sound of something speeding through the air at high velocity suddenly reached the ears of both student and teacher. Not a second later Iruka found himself pinned to a tree by several kunai.

Mizuki jumped down out of the canopy and into the clearing, a smirk on his face.

"Mizuki! What's the meaning of this?"

"Can't you tell? I'm stealing the scroll and making the demon child the scape goat," His grin didn't falter once.

"What are you talking about, Mizuki-sensei?" Naruto looked at the silver haired chuunin.

"Naruto, why don't you give me that scroll now?" Mizuki held out his left hand expectantly.

Iruka meanwhile managed to pull one of the kunai free and threw it at the other chuunin's hand. Mizuki's yelp of pain brought a small sense of gratitude to him before he shouted to Naruto.

"Naruto, run! Don't let him have that scroll no matter what!" Naruto looked hesitantly for a second between his teacher and the apparent traitor then nodded his head. He quickly strapped the scroll to his back and made his way through the canopy.

"Hmph, even with an injured hand I can still kill the weak demon. I'll come back for you later Iruka," and with that Mizuki followed Naruto through the tree tops.

Iruka cursed as he began prying the other kunai and shuriken out.

(( Some twenty minutes later))

Naruto ran through the trees using all four limbs so he could move faster. Hoping that Mizuki wouldn't catch up to him.

Suddenly there was movement on his left and Iruka burst forth from the lower canopy.

"Naruto, quickly, give me the scroll before Mizuki catches up to us," He held out his hand.

Naruto ignored the hand and threw a punch, catching Iruka by surprise and knocking him towards the ground and he followed.

Iruka stood up with an evil smirk on his face. In a poof of smoke he revealed himself to be Mizuki under henge. He reached back and with almost blinding speed threw a giant shuriken. It whistled as it sped trough the air to hit Naruto in the stomach.

"So, how did you know it was me?" As he asked his question he reached back for his other shuriken. Once retrieved he began to slowly spin it.

"Simple. I'm not," He coughed badly spitting up blood," Naruto." Another poof of smoke and there was Iruka. he had a small sirk on his blood stained lips as he pulled the shuriken out of his stomach. Luckily his chuunin jacket took the runt of the attack.

Mizuki ractically growled, "Why do you protect that monster? He's nothing but a power hungry, blood thirsty demon. He no doubt became a ninja to get revenge on your village for killing his father! So why? Why protect his filthy soul form damnation?" Mizuki demanded. Iruka gave him an angry glare.

What neither of them knew was that Naruto was only fifty feet away hiding behind a tree, listening to their conversation. He briefly wondered what Mizuki meant in his reference to his father but let it slip to the back of his mind when he head Iruka started to speak again.

"Maybe you're right, Mizuki. Maybe he is a blood thirsty demon bent on our destruction," Naruto's head began to droop, tears just beginning to glisten in his eyes," But he's my friend and shinobi protect their friends, with their life if necessary." Naruto's foul mood instantly brightened, a silent gasp oming from his mouth. Iruka was... his friend?

He looked back on all the times that he and Iruka went out for ramen or Just sat somewhere and talked about the duties of the hokage or even one time when Iruka had taken him swimming outside of the village one summer.

"Then today you die for a demon brat!" Mizuki cocked his arm back to throw the shuriken. Before he could even start a forward movement with his arm Naruto came seemingly out of nowhere and delivered a powerful kick to his side, knocking him off balance.

Using the kick to put himself between Mizuki and Iruka.

"You little son of a-," Mizuki cursed him as he stood up.

"Touch my sensei again," Naruto lifted his eyes to glare at Mizuki, "And I'll KILL you!" To the silver haired man's horror Naruto's eyes were now the brilliant crimson that his father's once were and exuding a killer intent that could color the air green. Mizuki shivered momentarily, before shaking it off and putting his smirk back on.

"Give me a break! You're not even a gennin! I'll kill you with one blow!"

"Just try it," he formed a cross hand seal, "I'll deal it back to you a thousand times over! Kage Bunshin!" Thousands of Naruto's filled the forrest surrounding them.

"C'mon and get some!"

"Come get me!"

"If you wont come to me..."

"...We'll just come get you!" the clones all shouted before rushing in.

For miles around the poor chuunin's screams could be heard.

"Iruka-sensei, are you ok?" Naruto asked running over to his teacher. Iruka had a smile on his face.

"Naruto close your eyes," Iruka responded ignoring his question. Naruto gave him a wary look then closed his eyes.

Iruka picked a kunai out of his pouch and carefully scratched the symbol of the leaf into Naruto's goggles metal plate so it could be clearly seen.

"Can I open my eyes yet?" he was beginning to get fidgety being very impatient.

"Yeah, you can open them," Iruka smiled at his student. Naruto reached up to touch his goggles, feeling the carving his traced it with his finger. his face alighted with a bright smile.

"Wait, does this mean...", Naruto looked hopefully at Iruka.

"Cangratulations, Naruto, You pass!" Naruto clutched Iruka in a hug yelling for joy.

"Yaha! Ramen on me!"

((The next morning in the Yamanaka house))

Naruto, in Kyuubi form, woke up with as close to a happy smile as he could get in this form. He stretched and yawned before jumping up on Ino's matress. She was sleeping rather peacefully a few strands of hair hanging in her face. Cocking his head to the side, Naruto decided he should probably let her rest.

He jumped down from he matress and walked to the door he nudged it open and walked down the stairs, being in no hurry this time he didn't trip. Once down stairs he proceeded to change to his human form.

"Morning, Naruto-Kun," Mrs. Yamanaka( Does anyone know her name?) greeted the fox demon.

He smiled and replied," Morning."

"You're up rather early. Is everything alright?" genuine concern laced her tone.

"Yeah, I'm ok. Just anxious to see who my team mates will be. Well i'm gonna go ahead and be off," Naruto practically sprinted through the doors and out towards the academy.

(( fifteed minutes later))

Naruto sat down smiling wide as ever. Students piled in mostly ignoring him, thinking he was just probably there to daydream of what it's like to be a real ninja.

"Hey, Naruto, what are you doing here? I thought only kids who passed were supposed to show up today," The voice belonged to Shikamaru. He was kind of lazy... ok really, really lazy, but he was ok.

"I did pass. See?" he pointed to the mark carved into his goggles, the smile growing ever wider.

"How'd you do that?"

"That for me to know and you to guess," he smirked as he heard Shikamaru mumble 'Troublesome' and walk past him to his favorite seat at the back of the class.

Not long after that both Ino and Sakura burst through the academy doors arguing almost violently over who got there first. Naruto stared at them with love in his eyes but didn't seem to notice his gaze shifted towards Ino more than Sakura.

Before there argument could go any further Iruka walked in, "OK, everyone, take your seats. Let's get right into it."

Naruto ignored him for the most part only listening closely enough to hear his name.

"Team seven will be Uchiha Sasuke, Haruno Sakura," Sakura cheered, "and Yousai Toku." Toku was a tall burly student with black hair brown eyes and a constant scowl. He did worse on the test than even Kiba.

"Team eight will be Hyuuga Hinata, Inuzuka Kiba, and Arubame( is that right?) Shino," Naruto yawned. When would his name be called?

"Finally Team ten will be Yamanaka Ino, Nara Shikamaru, and Akamichi Chouji. That all. You will meet your instructors after lunch in one hour."

Realizing his name wasn't called Naruto frowned," Hey, Iruka-sensei, What about me? You didn't call my name."

"Oh, right, Naruto, I almost forgot. Silly me. Last night when you passed all the teams had already been chosen, so we were going to put you back in the academy anyways-"

"WHAT!"

"Let me finish. We were going to put you back, but Team ten's sensei decided he'd take the extra man so you'll be in their team," Iruka said smiing.

"WHAT!" this time it was from Ino, "Why does the deadlast have to be on my team! My pet fox could beat this guy hand down!" Naruto almost laughed at the Irony of her statement.

A/N: I believe this is a good lace to stop. No promises but i'm gonna try to post chapter three with in the next few days. Tell me what yall think.