Summary-AU world where Kushina managed to break through Orochimaru's cold heart, and become his closest friend. After the Kyuubi attack he must do everything in his power to raise and protect her son, while overcoming his rage against outside forces who would sooner see him dead and her son a pawn.

The night burned, and the smell of smoke clogged Orochimaru's nose as he jumped through the trees. He hissed, dodging a fiery burning tree courtesy of the great nine tailed fox Kyuubi. Clicking his tongue he drew his sword intent on stabbing the beast for almost killing him. Before him the beast roared angrily and swiped one of its many tails at him, forcing him to dodge back to safety. "Tsk, I can't get close". He quickly summoned a snake to distract the Kyuubi as other shinobi tried to bring down the raging fox.

He drew up his sword and rushed forward, swiping his sword across the beasts nose. The Kyuubi let out a roar, throwing off the snake with its teeth and turning towards Orochimaru. Long bloodied claws flew through the air, aiming towards the much smaller being. The dark haired ninja dodged as claws gouged deep furrows into the earth as it tried to turn him into paste. This went on quite a few times as Orochimaru continued to dodge.

Sweat dripped down his face as a he took a quick breather behind a broken tree trunk. The Kyuubi snarled and roared as it tried to find him among the ruined terrain. 'How the hell are we going to bring this thing down?'. He thought wearily as he popped a chakra pill. It was at times like this that he really missed having his two team-mates backing him up. Even having the idiot Jiraiya would be fine with him. The white haired man was a moron but he was powerful.

He eyed the carnage as waves of ninja continued to fight and die before the Kyuubi. From a distance he could feel a familiar chakra approaching the battlefield. 'So he finally shows up'. He thought uncharitably, as he turned towards the approaching chakra signature. In a flash of light the Yondaime, Namikaze Minato stood before the Kyuubi, a small bundle held in his arms.

Orochimaru's eyes narrowed upon the bundle. 'What is that?'. Taking a leap, he landed before the younger man. "Yondaime-Sama". He greeted curtly, taking in the haggard appearance the blond wore, and the deep pain hidden behind his eyes. "Orochimaru". He addressed thinly before turning his attention to the Kyuubi in the distance. The snake sannin narrowed his eyes looking down at the bundle carried in the blond's arms. "What the hell is that?" He exclaimed moving closer. The blond shot a tired yet fond look at the thing in his arms. "It's my son, Naruto". He revealed, pulling the blanket open for Orochimaru to see.

The dark haired shinobi's eyes widened as a small golden haired baby with red highlights blinked up at him with 'her' eyes. Inhaling in rage, Orochimaru turned to Minato. "You brought her son here?!" The blond sighed, mournful blue eyes connecting with angry yellow. "I have no choice." The blue eyes turned back to the battlefield. The snake eyed man hissed. "What the hell does that mean you blond haired idiot? Where the hell is Kushina? Why isn't the babe with her?" He stopped when the blond shuddered holding the baby closer to his chest, eyes going misty as he refused to look at the Sannin. "She's dead. Died in childbirth".

Orochimaru felt his heart stop. Kushina was dead? Before he could press the man further , he was forced to dodge a tailed attack. He landed several feet away looking for the recognizable blond hair belonging to the Yondaime. A sudden bright blinded him, forcing him to shield his eyes. Blinking the spots from his eyes he quickly spotted the Yondaime on the forest floor surrounded by bright light, a giant seal array at his feet and the bundle holding Kushina's baby in the middle. 'He's using that jutsu!' He thought in dismay.

The Yondaime flashed through the seals as the light grew surrounding him as chains reached out and covered the Kyuubi, holding it fast as it tried to escape. Orochimaru was forced to close his eyes, as the light flashed turning the world white. He heard the Kyuubi's snarls and roars suddenly die out, and it's thrashing stop as the light died out. Daring a look he opened his eyes to see the Yondaime's prone body on the ground and the Kyuubi nowhere in sight.

The wind rustled through the leaves, and in the distance the crackle of the trees still on fire. Orochimaru hurried closer to the site where the baby laid. Quickly checking the Yondaime, and finding no pulse he turned to the baby. Unravelling the blanket, he saw a shining seal upon the baby's small tummy. Orochimaru's eyes narrowed at the seal design, knowing exactly what the blond idiot had done. The baby squirmed before letting out a loud wail.

Orochimaru sighed picking on the squaling babe, holding it close, heart in his throat. "Poor little one. It's okay, everything will be alright." He comforted the baby, turning back to the body of the young Hokage. It hit him suddenly, the realization that the baby was an orphan, his parents were dead. 'Kushina'. He mourned closing his eyes, throat tight and heart pressing against his ribs. A far off crying brought him back to himself. Shoving down his emotions he drew out a storage scroll, storing the body of the Yondaime into it, before leaving the scene.

The baby snuffled and whined against him as he surveyed the ruined forest. Burned stumps and crackling branches littered the ground, along with the shredded remains of hundreds of Konoha shinobi. Sheltered against a tree a young academy aged boy caught his attention. The brown haired child was bent over the fallen body of a woman who was crushed under a thick branch. Her vacant eyes stared straight at him, face covered in blood.

'All the civilians and academy students should have been sheltered in the mountains'. He thought as he approached. Kneeling down beside the boy, he reached out. The boy startled and jumped away from him when he touched his shoulder. The boy's brown eyes were red and puffy. "O-Orochimaru-sama?" He stuttered, breath hitching with repressed sobs. Glancing from the boy to the body of the woman, he gently closed her eyes, and gestured for the boy to come closer.

Hesitating for a moment, the boy slowly inched his way to Orochimaru. "Come along child." The dark haired man gestured, holding out a hand. Tearing up the brunet let out another sob and jumped into Orochimaru's arms. Swiftly readjusting his hold on Naruto, he let the boy hang onto him as he moved away from the scene, one arm wrapped around the child's shoulders.

After walking about still burning trees and piles of bodies the trio eventually came up to a group of shinobi, being directed by the former Hokage, and his sensei Sarutobi. The older man took note of the trio, directing another shinobi to search for survivors and then turning his attention on Orochimaru's group. His shrewd eyes took note of the baby in Orochimaru's arms and he seemed to wilt. Sadly the man approached. "Orochimaru, I am heartened to see you," He gestured to the children. "and with company." The snake man grimaced. "Indeed". Reaching around the boy, he withdrew the scroll containing the Yondaime's body. "Here, the illustrious Yondaime." The older man's eyes saddened as he took the scroll from his students hand. "I see. He really went through it, then." He sighed looking down at the baby nestled in Orochimaru's arms.

Orochimaru looked down at the blond haired baby and simply replied "Yes".

Suddenly the world felt less bright, greyer with the confirmation. There was no more Kushina to gush about Minato, to his never ending dismay and annoyance. No more hearing her smashing down his door to drag him out to get ramen, or to force him into social interactions with other shinobi. No more Kushina rubbing her growing belly and telling him that he was to be her choice for the baby's godfather.

Forcing himself to focus, Orochimaru said. "Do you require my assistance?" The former Hokage looked around before looking back at the trio. "Rest for the night. We have everything covered. Report in tomorrow morning." Orochimaru nodded pulling the tiring boy with him. The city was quiet as they walked through the winding streets. The horizen was still burning orange when they got to Orochimaru's small apartment. The dark haired sannin sighed tiredly as he toed off his sandals.

He put Naruto down on the couch with a pillow to create a barrier to prevent him from falling off of it, as he went and dug out the visitor futon for the quiet youth who still clung to his side. With the futon set up, he gently pried the boy off of him and got him under the covers, where the boy curled up quietly. Patting down the brown hair he left, leaving the door open a crack just in case the boy needed him at some point in the night.

Plucking the baby off the couch he made his way to his own room in the house, where he crawled under the blankets. He cradled Naruto's small body close, grief returning ten fold, seeing Kushina in the baby's soft features. Closing his eyes to stave off the tears, he willed himself to sleep. Tomorrow was going to be a long day, dealing with the aftermath of the Kyuubi's attack, recovering of bodies, rebuilding homes and burying their dead.

He fell fast asleep too tired and worn out to notice the youth slipping in and crawling in next to him seeking comfort and safety.

AN- Okay I re-wrote this chapter. I don't know if it is better or not, but I thought this version was better. In the next chapter I will be elaborating more into Orochimaru's and Kushina's background and friendship.