This chapter is dedicated to the Naruto characters who have fallen.

AN: Unbeta-edited (barely edited by myself for that matter :P sorry folks but i thought i prolonged this long enough but i'll go back and really edit it for grammar and spelling mistakes soon)

Arc 1

. : : .

Crumbling

Kakashi had noticed that his feet had carried him here the last few weeks. Even when Tsunade hadn't assigned him here on off mission days, there was something nostalgic about this place. He was no longer a teacher anymore; stripped of the title after Sakura and Naruto both became Chunin (they partnered up for occasional missions) and after Sasuke…well…

Maybe he found sanctuary here. Amongst the young ninjas, still growing, still learning, still able to steer them away from mistakes. Maybe he liked being here. Maybe as he saw them running past, he wanted to grab them and give them advice. 'Don't let go of your dreams.' 'Always watch your back.' 'Justus are only as strong as your control.'… 'Don't make the same mistakes I did…'

The gray-haired man sighed and opened his orange book.

He had his chance.

Who knew he would mess it up this bad?

He had his chance to change the lives of three fledging ninjas, to steer them away of bad choices, and to nurture them with patience and hard work. To slowly mold them into the cream of the crop and the best of the best. To produce the best working team Konoha has ever seen, the strongest and the one generations to come would talk about.

And maybe…just maybe…he could spare them unnecessary suffering along the way.

"Kakashi-san!" A yelling Lee brought the man out of his gentle musing, as he slipped his naughty book into his pocket discreetly. He couldn't bring himself to read a word of it anyway…

"Tsunade-sama wanted me to fetch you immediately!"

"Why?" He simply asked.

"Well there was this HUGE fox with four tails that came running out of the forest," Lee was oblivious to Kakashi's widening eye, "it was blood red and unlike anything I've ever seen, so I decided to go tell Tsunade-sama about my discovery, but I ran into her on my way to the Hokage tower, which is good I guess because it saved me the trip, but –" A hand abruptly covered Lee's mouth as his questioning eyes darted to Kakashi's.

"Go find Yamato. A headband like the Second's. Dango Shop on Main Street. Which way?"

Lee pointed in the general direction of the Kyuubi's onslaught of trees, and blinked when Kakashi was no longer standing in front of him. The taijutsu ninja shrugged his shoulders before running off to find this so called Yamato that resided in the Dango Shop on Main Street.

The first of many goose chases he would be sent on.

"Shizune!"

The woman had little warning as the door burst open and flung off its hinges to land in front of a terrified Shizune. The medic-nin whirled around and had the look of a deer caught in headlights slapped onto her face.

"Ts-Tsunade-sa-sama!" She sputtered out as she stumbled to her feet.

"Gather all the shinobi in the village to the east wing! And do it quickly!" The blonde Hokage then preceded to try and slam the door shut only to realize it lay at Shizune's feet. She spared it a second glance before storming down the hallway…uttering something about cheap doors and brute strength.

The black haired woman let out relived sigh and sunk back into the chair she was previously sitting in.

"I'm getting too old for this," she groaned out.

Kakashi was blazing over rooftops when he noticed a bulge of wood grow out of the rooftops.

"Yamoto," he said speeding by it. In a second he was joined by the ANBU dressed in a Jounin outfit.

"I've sent word to my subordinates in the ANBU who in turn have reported to the higher-ups. Word will spread quickly. Any damage assessment yet?"

"Unfortunately not. Even information on the amount of time the Kyuubi has infiltrated the village is unknown at the moment." Both stayed silent for a while; letting the information sink and formulating plans on the correct course of action. A harsh laugh from Yamato turned the Jounin's attention toward the wood user.

"This couldn't have been a more perfect time for the Kyuubi to make his move. Word of Jiraiya's death only reaching us days ago, Tsunade's immediate dispatch of shinobi to show the other Elemental Countries that the loss did not effect us…sheesh it couldn't have been any more ideal…"

A grim "Hai…" was the end of the conversation as the two veteran soldiers made their way to meet the King of Demons himself.

The Kyuubi smiled.

He hadn't had this much fun the first shinobi war. This time there wasn't a stupid Uchiha to control his actions and power.

No…this time…there would be no control. No restraint. No mercy. And certainly nothing left untouched.

The Kyuubi laughed inside his cage as the water lapped at the unconscious form of Uzumaki Naruto.

'Payback for this forsaken village who dare thinks it can contain me. Last time I never made it the village gates…but this time…I'm already here.'

The first thing that sent trickles of dread down Kakashi's spine was the screaming.

Ugh…it was so awful.

Horrid screaming filled the crisp air as birds scattered off trees near seconds before they were ripped from the ground. Kakashi pushed chakra to his legs as smoke began to rise, determination intensifying as the urgency increased tenfold.

'Naruto…what are you doing?'

A red-chakra claw dashed out and mauled its way through concrete and wood like it was flimsy piece of rice paper. It continued its warpath only to detour occasionally to take a swipe at a lagging villager. It was like a cat playing with a helpless mouse, only on a larger scale and way more cruelty.

A man cried out as the scissor sharp chakra bore through his back and out through his chest. The claw retracted as quickly as it entered only to find another victim a split-second later. The claw increased in size as it took out five victims at once…one on each finger.

The Kyuubi mewled in pleasure as crimson blood poured to the ground in rivets, and tossed aside his drained toys; watching as they hit buildings with sickening crunches and flop to the earth completely lifeless.

His tails stretched out to about the size of football fields and with a quick jerk of the body, whole sections of buildings were ripped in half.

Maka Sumini found herself being harshly pushed through a horde of people running for their life.

She had been gardening her small patch of plants in front of her small abode when a loud crashing sound had awakened her from a gardening daze. Minutes later, the buildings across from her small house exploded in a frenzy of flying pieces of concrete, some landing on her small tomato plants (completely crushing them and all the hours Sumini had spent growing them) and others digging themselves into her house.

The woman stood there for a few seconds processing what in the world had actually just happened, before coming up with a decision.

And she did what most people would do in this situation.

She screamed, ran, and panicked.

Dashing in her house, she paused as she saw the giant piece of concrete in her living room. It had destroyed the couch and smashed against the wall, causing the various pictures of her and her husband to fall to the ground in shattered glass.

Sumini's heart lurched at the site, as her hand found its way the wedding band and slowly caressed it. Here was where she and her husband were supposed to start a family. This very spot was where their first daughter would learn to walk, and crushed under the boulder or rock, the couch was where her little daughter would hold her baby brother; a smile upon her face in awe.

But this…this…whatever this was that caused this destruction…had ruined her future! A tear tickled her eye as her mind wandered to her husband, and more importantly, his whereabouts.

But fate would not let her ponder for too long as another explosion rocked her small house. The ground rumbled and pieces of the ceiling surrounding the gigantic hole in her house. Her mind went blank as one resounding word echoed through her head.

Survive.

Survive whatever unearthly demon was causing this.

Run.

And she ran.

Not bothering to close her door, Sumini ran outside and was greeted with the most unbelievable sight. The buildings and house that used to be right across from her house and been completely obliterated. Furniture and other humanly items lay scattered on the ground in mangled heaps along with ruble. Groups of people rushed past. Some took a second to yell at her to "move", "run away", "get out of here", but none of it reached her, as she stood there, glued to the ground.

Only until someone bumped into her did her muscles begin to respond to her brain. The first step was shaky and uncoordinated, and almost landed her a face-plant with the cement, but she caught herself at the last second.

It was almost dreamlike. Screaming people passing her slow jog. It was all too real…and yet…not real enough. Tears fell as she pleaded with herself to wake up.

Please…don't let this be real…

And explosion and a blur of a red barely registered as Sumini ran with the crowd. Tears falling…as the red blur shot out and stab through a young boy diagonal to her.

…Please…I have a future…

Sobs choked her breathing as the feeling left her legs. She stumbled more frequently now, running wildly and following the mass to a destination unknown. Her vision only focused on one thing now…the back of the head of the person running infront of her.

…Please…I have a family…a loving husband…

A piercing cry rang out somewhere to her right. Her eyes began to clog up with tears and caught site of a deadly red blur. A black haired woman screamed as the red blur tore through her skin. Sumini barely felt the splash of blood against her pale skin and into her orange hair.

…Please…just let me wake up…

This time, the red blur grabbed her and squeezed the air out of her lungs. Sumini was lifted off the ground as the constrictor continued to wring the oxygen out of her system.

The Kyuubi grinned as he pulled his arm back, bringing the strange orange haired woman toward him.

He watched with delighted eyes as the woman flailed desperately to break free off his grasp. And gained even more entertainment when she caught sight of the beast and screaming ensued.

Maka Sumini had never seen a more frightening sight in her life. A huge monster with four furious tails whirling around it clutched her in its grasp. She yelped as it brought her to its face and let out an ear-splitting roar. She cried out, no doubt her eardrums had been busted. She didn't have much time before she was slammed hard against the ground. Skull meet cement in an explosion of pain and lights that filled her vision.

…wake up…

She looked at a pair glowing white eyes and trembled, unable to even move to defend herself.

The demon fox could hardly contain himself with glee; this was the perfect specimen to crush the last remainder of his precious keeper's will. And as he retreated into his mind, a wicked laugh broke free…and more followed when he found his keeper rendered unconscious floating on the water's delicate surface.

'Oh, Naruto…Naruto-kun…please wake up. I've got such a wonderful surprise.' The Kyuubi rumbled his cage as blue eyes slowly began to blink.

'Look at her.' Naruto slowly sat up and was instantly engulfed in red chakra. A second later he was seeing through the Kyuubi's eyes. 'Look.' A pang of pain filled Naruto's stomach. 'You are a monster. A monster in everyone's eyes.'

"No…"

'Yes Naruto. Yes you are. A monster that destroys everything.'

"No…..NO! I'm not a monster! I don't kill anyone! You are! YOU are the monster!" Tears rolled down tan skin…

'In their eyes, you ARE me. You are the Kyuubi! The King of Demons! You are the enemy!'

"NO!" Naruto clutched at the iron bars, his head hanging through, as he saw through the Kyuubi's eyes as the woman was slowly crushed to death.

That look…

That look of utter terror, and fear…and underlying hatred.

'They hate you Naruto. To them you are a threat. To them you are a monster. Can't you see? Earning their respect is pointless. Why do you sit and endure their ignorance? Punish them! Let them SUFFER!' The Kyuubi's roar shook the bars. 'Pour out your anger on them! Show them how much of a monster you can really be!'

Tan hands gripped steel bars. 'This is your revenge!' The demon laughed as Naruto stood up and chakra began to pour from his body. 'Yes…let me help you carry out your revenge!' But the fox failed to notice the blue eyes that stared back.

"No."

The demonic laughter was cut short. "I will not bend to your will." The Kyuubi hissed.

'You are weak! Either way, I will destroy this village! With or without your help!'

"No Kyuubi. You can do nothing without my help! You will not destroy my village!" Naruto stared at the Kyuubi with unwavering, determined eyes.

'Try and stop me boy.'

"I WILL!"

Blue and red chakra collided.

"Can't you seal up the Kyuubi?" Kakashi asked.

"I could if it would just stay still," responded a frustrated Yamato. The two jounin were positioned on the highest roof they could find in the surrounding area and were currently watching the beast's rampage through their streets. Kakashi sighed. "There's virtually nothing we can do."

A split second later, the two men were joined by Yamato's old ANBU squad. "We can always go on the offense," said a female brunette ANBU who was donned a cat mask. Kakashi instantly gave her a one-eye death glare. Yamato sent the gray haired man a sympathetic look and replied, "Negative. We cannot harm him."

"And why not Yamato-dono?" This time, it was the bear ANBU who spoke in a genuinely curious voice.

"Because not only is the Kyuubi's host a Konoha ninja," Kakashi paused to give the brunette a fierce look, who in turn shifted uncomfortably, before continuing, "but he is also a former student of mine."

"Indeed, we cannot risk causing any damage to Naruto. The Kyuubi's chakra hurts him already and launching a full-blown assault will only result in more pain for him to endure once he regains conscious." Yamato added.

"The host is unconscious?"

"Unfortunately…yes." Yamato said as he watched Kakashi turn his attention once again to the flaring red chakra. "As Kakashi stated before, there's practically nothing we can do. In order to seal the Kyuubi with my technique it either needs to be still or close by, but with it running through buildings and people…it's an improbable approach."

"So we just sit here?" The brunette had recovered from Kakashi's gaze. "While our village gets destroyed by this monster?!"

"He's no monster." The gray haired man's voice was so calm it startled his company. "He's our savior. Right now he's fighting the Kyuubi head on." Kakashi turned around to face the brunette. "Something you or I could never do. And that itself should be enough for you to have a little faith in him. All anyone can do right now is have faith."

The group stood in silence now, watching the demon with hawk eyes, and slowly but surely, the Kyuubi's movements become choppy, like a broken machine, before halting all together.

Kakashi's eye narrowed. 'Fight it, Naruto. You're our only hope.'

Naruto was in pure agony. If he thought the after-burns of using the Kyuubi's chakra was excruciating, being conscious to actually feel the burning, engulfed in it no less, was ten times worse. He let out an anguished yell.

'Give up boy. You cannot win against me.'

"Never!" The blonde bite his lip and redoubled his efforts, pushing hard against the red chakra with his own, yet even the number one knucklehead ninja knew the chances of winning this fight were slim, if they even existed. 'I can't hold this up for much longer.' His muscles ached and begged for mercy. Naruto had never before realized how much pain from exhaustion the Kyuubi had spared him from in the past. With the Kyuubi's help, his stamina would surely decrease faster.

When Naruto's knees finally gave way, all hopes the blonde still clung to vanished. 'No…' And as the fox's chakra pushed him ever closer to the ground, a single tear fell into the watery floor. 'I've…failed…' The blue chakra ebbed and truncated as it slowly fell into subordination to the red chakra. 'Everyone…I'm so sorry…' Another tear fell…accompanied by a second.

But a surprising thing happened. The water wherever the tears fell began to glow a brilliant white and ripple out. Soon, the entire floor was glowing white. The Kyuubi stopped its onslaught to stare at the strange glowing light, but when the white began to flow past the bars it pulled all its chakra back and retreated into its cage, hissing all the way. In a last ditch effort, the Kyuubi channeled all his chakra into Naruto's body and regained control of the mini-Kyuubi. With a powerful roar, the beast doubled in size, sprinted forward, and tore through and entire sector of Konoha.

"Are we still going to sit here!?" yelled the cat ANBU. Yamato gave Kakashi an inquiring look, and the gray haired man sighed in response.

"Let's go." The group blurred from sight.

The Kyuubi had trouble fully controlling the mini-Kyuubi puppet. For one, the strange glowing water gave him an unsettling feeling, as if a familiar person or presence haunted him. And as the light emitted from the strange water increase, the more his chakra seemed to be suppressed, and that, was a scary thought to the Kyuubi. His very essence was just an incredible almost infinite amount of chakra and anything or anyone with the ability to suppress that was really, really powerful.

As the puppet soared through a four-story building, a torrent of water greeted it's right sided. The column of water pushed the fox all the way to the giant wall surrounding where it smashed the fox into the hard stone before retreating back to its user. The mini fox had barely sunken to the ground before two roaring balls of fire sparkling with lightning bolts swallowed the fox whole. The puppet growled before releasing a pulse of fiery chakra, dispelling the two jutsus. Kakashi and Yamato's group braced for impact from the radiating red chakra. Even though the two veterans had trained Naruto on several occasions, the sheer killing intent laced in the chakra sent their stomachs churning. From the corner of his eye, Kakashi saw a second group of ANBUs sprint straight for the Kyuubi katanas raised and swirling in their elemental jutsus. He barely had time to raise his hand and squeeze out a short "NO!" before a vicious claw impaled all of them through the chest. Contact with the Kyuubi chakra burned their skin and innards and in a few seconds the fox had himself a couple of nice, well-done, human shish kabobs.

"Don't get too close! And for god's sake don't let it grab you!" Yamato's orders where barely heard above the awful screeching and tearing of the cement beneath the Kyuubi's paws.

'Naruto!'

All was eerily silent inside Naruto's conscience. The glowing water now covered the entire floor and lapped languidly at Naruto's unmoving body. Slowly, the blonde opened his cerulean eyes and summoned enough energy to flip himself over onto his hands and knees. This is when he noticed the glowing water. Tentively, he swished the water around with one hand and watched as it seemed to glow brighter. Suddenly, all the shinning water began to collect in a circle a few feet in front of Naruto. The white water started taking shape, first in slow lurches toward the ceiling, but now faster, forming long appendages that branched out from the main body of vertical glowing water. At last, before Naruto stood a brilliant outline of a human. Though it lacked any definite features, it was definitely human. The ghostly figure rotated slowly toward the iron bars and glided forward to stand just a few inches from the cage. The Kyuubi roared and lunged forward, it's claws ripping through the white figure, but it could cause no damage.

'What sorcery is this!?' He howled. The watery figure raised a gleaming hand in response and touched the Kyuubi's nail gently. Naruto's eyes widened a split second before an invisible force hurtled the king of demons into the back of his cell; the impact was deafening and Naruto cupped his ears as he listened to what sounded like two mountains colliding. The nine-tailed fox let loose a strangled yowl before becoming still.

The radiant figure now turned around to face Naruto and glided forward just like before. When it raised an eerie hand, Naruto couldn't help but shut his eyes in fear. Surely he would end up like the Kyuubi though maybe not in one piece. But when the shimmering hand touched his blonde head, it was not pain he felt, but power. Surging, pulsating, swelling, and roaring through him. He felt strength beyond even the Kyuubi and power beyond the Sanins. He felt his aches and pains vanish in an instant and his muscles were renewed with blistering energy. With this power nothing could hinder him. This was…was…amazing.

The figure moved its hand back and cut off the contact between them. Naruto collapsed forward onto his hands again, drained and seemingly empty; all the power he just experienced was gone. The blonde gasped for breath and his wobbly hands could barely support his own weight. He felt…weak. Straining his neck up towards the blank face of the lustrous person he looked for an answer. The white face only stared back before exploding in a bomb of light and white fire. Naruto was blinded by the illumination but amidst this blindness, he saw a swirling mass of yellow and blue.

When the Uzumaki opened his eyes again, the figure was gone, leaving him all alone in his consciousness with a silent, unmoving Kyuubi, but a word lingered on his lips. He didn't know why, but the strange encounter made him think of just one thing:

'Yondaime…