I don't own Winx or Naruto this follows the Rei version of events. ('cause the only way 4 kids could be worse is if it literally crapped on the translations.)

Before anyone gets angry at me this idea slammed into me like a nuclear bomb I had to write it. Even though it hit me at one thirty in the morning.

"Speech"

//thoughts//

Magic // Jutsu!

Story!

If anyone were to describe Miss Griffon the first words to mind would be, Strict, Scary, Unbending, and Angry. There were two people that would describe her any other way and one of them was long dead as far as she knew, the other she had gotten into a fight with twelve years prior and had never heard from her again. She was tearing through her paperwork like a fox in a henhouse in the privacy and comfort of her office, then stopped and sighed. Looking around and sending out a magical probe to make absolutely sure no one was watching her she put down her pen and drew out an old picture from a locket hidden in a secret pocket. It showed her at a younger age but somehow... smiling with a man with a strong jaw, stunning red hair with a bare trace of grey in it beside her and a young woman with the man's hair but her eyes between them. A picture of simpler times, of better times. A picture of her departed husband and missing daughter.

"Twelve years... perhaps it's time I swallow my pride. I could go into retirement perhaps, relax for the remainder of my life. I'm sure Karoline would love to be in authority here and hand out the punishments instead of receiving them for once." She mused in a tone that would have shocked anyone that knew her, it was wistful. An eyeball on spider legs walked onto the desk and she started to use the lesser known features. "Invaros Occularis Virrito Karoline" she intoned and the eye blinked and the eyeball turned into an orb where she saw it move towards a magic deprived world and rest on a village with four faces carved into the mountain backing it. It then soared through the streets until it rested on a gravestone. "No..." she said her voice quivering then she read the plaque. "Here lies Kushina Uzumaki? Karoline you abandoned your name?" "Virrito Uzumaki!" she commanded and the picture raced through the village and rested on a small, malnourished child with signs of demonic possession and a horribly thin body that showed signs of constant abuse.

"Those eyes and that jaw, he is Karoline's without a doubt. Why is he hiding behind a dumpster?" She asked quivering with rage as she saw the child quiver with fear. "Well, it looks like I'll have to stave off retirement for a short while, while I care for my three year old grandson." "Dispallarus Occularis" she intoned turning the eye off. She stood up as it scuttled away her face contorted with rage and concentration. She stepped onto a small pentagram behind one of the curtains. "Invaros Temputis Diressin Uzumaki" she spat out and the designed flared to life and she sunk into it.

Naruto shouted out in shock as a flash of pale green light erupted behind him and he tried to press himself into the dumpster and hopefully disappear from whatever torture came next when a very stern and unforgiving looking woman stepped out of the light and glared down at him. She was in a confining dress with a high flared collar and had very pale green skin and dark shadows around her eyes that looked like makeup. Everything from her hairstyle to the way she stood showed precise control. She was thin and had a perfect hourglass figure with a slightly boney face. "Wh-who are you?" he asked terrified.

Griffon calmly observed the child in front of her, at this close range she was nearly swept away by the raw power of the demon that seemed to be... contained inside of him. Now that she was close he saw even more of Karoline, and of some unknown man that was most likely the father. She saw his dual auras in an instant and was awed by the might of the possessing one but felt a pang of familiarity within his own. It was the same dark blue colour that Karoline had, creativity and faith reigned within. After a long moment that seemed to stretch on for an eternity she answered him. "My name is Lady Griffon, I am your grandmother." She said with only a slight hint at warmth.

"There he is! The woman found the damn fox!" Someone shouted from the end of the alley and a large crowd quickly formed. "Kill it! Kill the Kyuubi!" rang out from the crowd and they charged at them brandishing rocks, knives, bats, broken bottles, and all sorts of makeshift and real weapons. Griffon gave them all a glare as cold as an arctic blizzard and simply raised her hand causing massive spikes of and stone to block the path.

"Come on, it is not safe here." she said trying to stop herself from slaughtering the fools if for no reason then to protect what innocence her grandson had left. She picked him up with a gentleness that would have set all of her students into a near catatonic shock.

"Wait! Where are you taking Naruto?" a voice said from behind them.

"I am taking my grandson away from this pit that dares to attack him so." Griffon spat towards the old man who sighed.

"So you're Griffon..." Sarutobi said with a sigh. "Before she died, Kushina... no Karoline told me about you, and I had hoped she wasn't delusional. This scroll is basic chakra and sealing instructions, it will allow him access to the many training techniques and many finer points of his heritage sealed within this scroll. I'm sorry I couldn't do more." Sarutobi said handing a small scroll over to her which Griffon took curtly.

"Invaros Temputis Cloud Tower" Griffon said and both her and Naruto were gone in a flash of green light.

"Good Luck Naruto." Sarutobi said lowering his head to hide his tears.

"Lord Hokage?" One of his ANBU asked looking for direction.

"Arrest the crowd. I will be in my office." He said and vanished in a swirl of leaves to smoke away his bitterness and toast Naruto to a new and better life that he deserved so much.

Back at Cloud Tower Griffon stepped out of the pentagon still holding Naruto. "Welcome home." She said in a partially gentle tone. She set him down on a chair. "Now Naruto I'm sure you have many questions." She said as she took the one next to him, not letting her nervousness show.

"Where are we? Are you really my grandma? What about my parents? Did they leave me? Why does everyone hate me? Why's your skin green? How did you do that thing with the spikes? How..." he kept firing off until Griffin put her hand up.

"First we are in Cloud Tower an academy for witches to learn exactly what their limits are and develop their powers. Yes I really am your grandmother, your mother... my little Karoline is dead I don't know about your father... no I doubt that they left you I know Karoline would never have done that. I don't know why those idiots hate you but you will never have to see them again. My skin is like this as an after effect of a normally lethal curse which I survived. The thing with the spikes was magic which I can teach you. Now we have to get you a room, some more proper clothing, and a solid meal. I will answer more questions then." Griffon said crisply glad the boy wasn't in a blind panic, hundreds of thousands of things could go wrong right now and it's exactly what she did not need.

She sent a small amount of energy to rearrange the atoms of his clothing into a comfortable black sweater and jeans with a pair of leather sandals. "Wow." He breathed looking over them. They were comfortable and the colour scheme fit right in with the decor.

"Now come along, there is an empty room right by my own. It's yours now." She said standing up and Naruto slid off his chair and followed her closely as she set a crisp but gentle pace.

"Wow this place is amazing! I can feel energy pounding everywhere! Boom Bum Boom Bum Boom Bum. It's like a big heart!" Naruto exclaimed as through the Kyuubi he felt the magic around him throbbing and pulsating. "Hey do those ever burn out Grandma?" Naruto asked pointing to the torches.

"No they are enchanted not to. Now this is your room. I'm going to leave this here and we are going to the dining tower to eat." She said walking over and placing the scroll on the large four poster bed. It was a circular room with two stories the bottom one was a living and sleeping area complete with bed, closet, dresser, desk with a reclining chair and the spiral staircase leading up to a miniature library on all sorts of magical theory. It was a normal room for a well to do student who wanted to study about all facets of magic. The carpet had a design reminiscent of Celtic bands around the border. It was all in dark blue, black, grey and dark brown giving it a serious but comfortable feel.

"Now come on, it's time to get you something to eat." She said and Naruto nodded still wondering just how he felt the energy. He didn't feel it any way he knew about, he couldn't see it or hear it either, he just... knew what it was doing.

"Grandma, I feel energy but I don't how am I feeling it?" Naruto asked unsure of himself and Griffon turned and gave him a small smile.

"It's an additional sense that magic users have. You are sensing the magic in this place. Just as there are physical senses there are magical ones as well." She explained as she was in thought as to how to inform the school about Naruto. The new term was in three days and she figured that during her welcoming speech would be most appropriate. As well as a few threats of brutal punishment to anyone who harasses him. //I shall have to inform the faculty first. They do not like surprises and to be frank. Neither do I.// she thought. "Now Naruto I'm going to introduce you to some of the teachers here. They are as strict as I am and have proven themselves worthy of respect."

"Like the ANBU." Naruto said nodding.

"Yes... like the ANBU. I presume they are elites?" Griffon asked a bit unfamiliar with the word.

"I don't know what presm means but they're best of the best right under Old Man Hokage." Naruto said excitedly, he had been saved numerous times by the ANBU and had a deep respect for them despite his young age.

"Well here at Cloud Tower I am like the Hokage and the teachers here are like the ANBU the best right under me." Griffin said glad to have a comparison. A few more bends in the corridor and through a small doorway and they were at the teacher's private table.

"Good evening Mistrress Grrriiiffon, and who iz this little vun?" A pale man with long dark hair wearing a proper suit and a bowler hat asked. He looked like some sort of gentry that had never seen the light of day and he had strange slitted eyes with a bare touch of red in the whites and long tapered ears. He spoke with a bit of a Russian accent.

"This Night is my grandson Naruto." Griffon said gesturing towards him and he bowed clumsily and nearly fell over.

"Rrrespectful little vun izn't he?" Mr. Night commented. Turning to smoke and walking through the table before reforming in front of Naruto kneeling down towards his level. "Ahh hye see it now. He iz Karrolines vithout a doubt. Needs a fattening up too. My name iz Miisterrr Night Merrre I am an Alp a drrream demon. Hye teach trrransforrmation and drrream sorrrcerry, and velcome to Cloud Tower."

"N-nice to meet you." Naruto said nervously to the admitted demon.

"Do not be alarrrmed, hye do not bite... childrrren, hye prreferrr an olderrr vintage and a darkerrr soul. You haff a few yearrrs beforrre hye'd be interrressted in yourrr drrreamss." He said evilly then realized Griffon was glaring at him and backed off, turning into mist and retreating to his seat he raised his wine glass towards Naruto in a toast before nervously drinking.

"The twins are Professor Ediltrude and Professor Zarathustra in that order." Griffon said pointing at the twins one on the left the other on the right.

"Nice to meet you." They said in stereo and smiled at his look of confusion.

"The other teachers are currently on holiday but for us Cloud Tower is our home." Griffon said to him.

"By the dragon she's smiling." One of the twins said and immediately got a glare that if any magic had been channelled in would have killed her on the spot without leaving a corpse. "Sorry Mistress!" she stammered scared out of her wits.

"So vat eeexatly happened to Karrroline?" Night asked.

"She died, under the moniker of Kushina Uzumaki on a foreign world." Griffon said quickly obviously not wanting to talk about it.

"Oh no. She was a first class hexer. A troublemaker to the bone but it was always worth watching." Ediltrude aka Zarathustra (for simplicity purposes know known as E and Z accordingly) said shaking her head.

"Oh I know sister she could plague a person's life without a single drop of magic. Her pranks were on the level of the highest curses." Z aka E said and Night chuckled.

"Hye rrremeberr when she decided hye need a lesson in 'umility, and locked me in a brrroom clozet for a veek. The lass 'ad talent, and Cloud Tower is a little veaker vitout it." he said taking of his hat and holding to his chest in what for an Alp is the sign of highest respect. "And let us 'ope that the next generration carrrries that zame ssspark of grrreatnezz." He said his eyes focussing on Naruto who smiled looking unsure of himself and scratched the back of his neck he was having a very hard time understanding Night but could get that he was approving of him but sad too.

"Yes, well now that introductions are finished it is time to eat." Griffon said unsure whether to be angry that they would not shut up about her loss or pleased at the high praise her daughter was getting. She quickly picked up a couple small sandwiches and put them on the plate in front of the seat Naruto had crawled onto he smiled at her in thanks then sighed to herself. //Oh yes it's at this age that they start learning manners. It's been so long I had nearly forgotten.// she thought.

They mostly ate in silence as per the norm. Unlike Alfea the faculty of Cloud Tower did not appreciate gossip. //Should I teach him manners? This is a witches school after all and manners are fully optional, but he is not a student so does he apply to such a norm? Did I not have this inner debate when Karoline was this age? Ah yes I did and I decided not to teach her manners. Yet Naruto provides a slightly more complicated issue... manners here would be superfluous and frankly would get him actively mocked by the student body.// she thought inwardly nodding. //I will however help him develop a more forceful personality, that will certainly help him later in life and keep him out of just as much trouble as it would put him in.// she thought and smiled as he practically crawled onto the table to grab more sandwiches eliciting a few chuckles and a "He'z got zome big ballz on 'im." From Night.

Griffon stared at Naruto who thought she was glaring at him (can anyone blame him?) and he sat back down and ate quietly. //Yes, he'll do just fine Karoline wherever you are you can rest in peace now.// she thought and gave a small smile of approval which Naruto returned ten times over. The meal went by without a problem or any conversation. Griffon stood up and motioned for Naruto to follow which he did eagerly. He had to admit that she was quiet and a little scary, but one of the nicest people he knew. She kept him safe, gave him a huge room, nice clothes, good food, and kept him safe. She led him back to her office and kneeled down to his level.

"Now Naruto, I have a lot of paperwork to fill out and won't be able to keep you busy. So I want you to explore as much of Cloud Tower as possible, but wear these. They have a detection charm on them and will make you immune to mind effecting magic and illusions. She said and a small pair of square brown sunglasses floated out of a drawer that opened on its own and into her hand. They will let me find you in time for dinner. They will also let you find your way around, you just have to say out loud where you want to go and they will point the way." She said and she gave him a small kiss on the forehead. "I'm sorry I wasn't able to bring you here sooner." She said and Naruto simply hugged her which she warmly returned. "Now if you get into trouble, don't get caught." She said and Naruto laughed a bit before she shooed him out and he took off running and with a last wave goodbye rounded a corner our of sight.

Griffon sighed as she stood up. "It just happens so fast, mere hours ago I was simply a headmistress. Now I am a grandmother to a demon possessed child and have lost my only daughter. The paperwork may wait. I need answers." She said with determination. She walked towards her chair and sat down as one of the eyes walked up onto the desk. "Invaros Occularis Virrito Precadis Signar Naruto" she intoned and the eye blinked and turned to a crystal orb like before and it showed all the significant events in Naruto's life from the most recent to the most distant. She smiled as she saw her rescuing him then went nearly apocalyptic as it showed numerous beatings and abuse with her temper only being held in check with the kindness the Hokage had shown him. It didn't show her anything she was looking for (outside of a possible future landscape smear) until it got to a bare few hours after his birth.

She saw a powerful looking young man that Naruto shared many features with holding him gently while standing on the largest toad she had ever seen facing a proportionally larger fox making the beast larger then Cloud Tower itself. It had nine tails that caused devastation as they swept near the ground and it was protected by a close range but very deadly aura of flame. She watched as a spectre in white with grey skin and horns appeared behind them and the man gently kissed Naruto on the forehead as the spectre plunged it's arm through himself, then Naruto and it stretched out towards the beast and grew even larger then the beast enveloping the entire monster in it's hand and it retracted into Naruto where it let go and through the man grabbing his soul and devouring it. A seal then appeared on her grandson's stomach showing that the monster was caged within. "Oh Naruto, what a burden." She said sadly then looked up as the orb then showed yet another scene.

He was barely a few minutes old and Karoline was obviously dying from complications. "Kushina I'm sorry I doubt even my student Tsunade for all her medical talent couldn't have given you more time..." The Hokage said sadly. "I have good news though, he's perfectly healthy, and is likely to live a long prosperous life." He said and she gently smiled at him the colour still slowly draining from her skin.

"Sarutobi... my mother will come looking for me eventually... and she'll find him... she is a witch... has green skin and is very strict... but she will without question look after him... she's one of the three pillars of magic... she will... take him to Cloud Tower.................................................." Karoline said as she was dying until her last breath. Naruto cried out in distress sensing the loss of his mother's life and wailed as if he could guide her soul back to him through sound alone.

"Dispallarus Occularis" she said and the eye scuttled off and she just sat alone for a few minutes tears brimming in her eyes.

"Grandma? Are you okay?" Naruto asked having snuck in unnoticed a few moments earlier and had missed seeing his mother die.

"I'll be fine... and why do I get the suspicion you need someplace to hide?" she asked drying her eyes.

"Ehehe... can I?" he asked and at the sound of footsteps he dived behind her desk and hid against it just as a student who had stayed over the break barged in covered in flower and water.

"Eep! Headmistress my apologies I was chasing down a little monster who booby trapped the hallways." She said nervously.

"You mean you fell for a juvenile prank set up by a small child like a complete amateur." Griffon corrected staring the student down who backed out and run off.

"Heeheeheehee. You should have seen the look on her face." Naruto giggled.

"What did I say about getting caught?" Griffon asked sternly.

"But she didn't catch me! I got away!" Naruto protested and Griffon gave him a look of disapproval.

"Getting caught as in being seen. You do not have to run if they do not know they have to chase you." Griffon corrected him but smiled inwardly remembering how often Karoline made the same mistake.

"Why?" Naruto asked saying the word that was practically the call sign of every child his age.

"Tell me, if someone knows you did something but didn't catch you but knows what you look like and where you are do you think they'll come later to get you back?" Griffon asked and Naruto thought for a moment before his eyes lit up in understanding. "Exactly, if they don't know it's you, then nothing bad happens to you. They don't know it's you they need." She said and Naruto grinned with his slightly larger canines showing. "You see since Thorn saw you she'll get you back later. I'll stop it if it get's too far but you have to learn to take what you deserve." Griffon said and was shocked when Naruto started tearing up.

"Like the people at Konoha?" he asked sniffing a little.

"No. Those bastards take things too far over literally nothing. What they did to you will never happen again, and both myself and the teachers here will show you how to make sure it never happens if you ever do go back. You will learn to do what I can, and more." Griffon promised him and he reached out and hugged her. A Sigel on her desk flashed blue signifying that Faragonda wanted to speak with her. She tapped it gently.

"Good afternoon Miss. Griffon. I hope things are proceeding smoothly in Cloud Tower." Faragonda said pleasantly she then blinked and her eyes rested on Naruto. "Oh my, I suppose Karoline has returned if her son is present. Handsome little fellow." She said kindly giving him a warm smile.

"No... she passed away in childbirth. I was united with him just this morning." Griffon said. "And he's already harassed a student."

"You're proud." Faragonda said evenly.

"I am. Now what did you call for?" Griffon asked evenly.

"I was planning to invite both Cloud Tower and Red Fountain to our schools. I had thought to ask you first. I am planning for it to take place a full week after term begins. Your grandson may attend as well. Providing he doesn't hassle anyone too much." Faragonda said smiling.

"Yes I believe we shall, cementing relations will make things run so much smoother during the school year. But the old rivalries should stand to encourage our students to greater heights. A more friendly rivalry will be easier to sweep under the carpet." Griffon said and Faragonda nodded.

"If you wish I could contact Saladin so that we may iron out the fill details in cooperation." Faragonda offered and Griffon nodded. A few moments later a full body projection of Saladin standing slightly hunched over with his cane at his side appeared.

"Ah Lady Faragonda, Mistress Griffon. Good to see you both. To what do I owe this pleasure?" he asked and his projection turned to face Naruto. "And whom is this who resembles Karoline so?" he asked an eyebrow raised. "An heir to the legacy on non-magical curses perhaps?" he asked and Naruto despite not knowing half of words nodded grinning eliciting a soft chuckle. "Perhaps I should have my security systems checked again. Just in case." He mused scratching his chin a little and Faragonda gave a slight cough to bring the attention back to her.

"Anyways, Saladin I have invited Cloud Tower to the start of term dance." She said to him.

"An excellent proposition, it will most certainly improve our current relations and perhaps prevent our more... competitive students from taking the school rivalries too far." Saladin said in a sage like tone.

"I hope you don't mind if I bring a few more faculty members then one normally would. Their presence would certainly scare more then a few students into behaving." Griffon said getting some nods.

"The timing is rather convenient as there are a few... sensitive matters I would like to address with you two." Saladin said and Griffon nodded.

"Naruto you should go explore around a little more. The sooner you learn the way around the castle the better. Run along." She said and Naruto nodded and literally ran along slamming the door behind him. "He's probably looking for a place to hide." She noted to herself.

"He's been there all of a quarter of a day and he's already made an enemy?" Faragonda asked an eyebrow raised.

"Yes from what I saw it involved a water balloon, a bag of flour and my student Thorn. Needless to say he did not yet know to make the distinction between not being caught and not being captured. It's rather up in the air for how long he can avoid capture and subsequent punishment." She said with a slight smile.

"Well if he gets clever with those spectacles of his then he could delay it for weeks, but onto more pressing matters." Saladin said frowning. "I have consulted the seeing circle, the Dragon's fire is somewhere on Earth. It has also revealed that the heirs to the three witches who destroyed Domino are just starting to come into power, but I could not identify them or their magic specialities."

"A disturbing development, at the moment all we can do is guard our individual portions of the Codex. I will watch for any trio of witches with unusual magical potency and if I can teach them restraint and the value of allies." Griffon said and raised an eyebrow at a scream of frustration that echoed in the halls.

"I will watch for any fire or light based fairies that cross the threshold of Alfea. It would be best if the dragon fire would stay hidden on earth but the odds of that are just plain... ridicules." Faragonda said eliciting nods from her companions.

"WHEN I GET MY HANDS ON YOU THE DRAGON ITSELF WON'T BE ABLE TO BRING YOU BACK TO LIFE!!!" Thorn screeched getting a few eyebrows raised not only all around Cloud Tower but Red Fountain and Alfea as well.

"My goodness... staying on subject I will personally make sure any fire or light based magician gets surveyed with utmost care. Apart from that there is little we can do aside from watching and personally preparing for the worst while hoping for the best." Saladin said. "Now you should get to your grandson before your student crucifies him." He said and his image winked out.

"He certainly seems to be a handful, I look forwards to seeing you at the dance and meeting him in person. Till then Adieu." Faragonda said and Griffon quickly stood up and followed the signal from the glasses through half of the castle. //He certainly gets about.// she thought.

"Abigail 'Thorn' Tellborn put my grandson down!" she ordered. "I thought we taught self restraint towards things such as retaliation and where to draw the line." She said and Thorn dropped Naruto and staggered back.

"Your grandson? He doesn't look anything like you!" Thorn protested.

"He resembles his father more as my daughter resembled her father. Now what did he do to cause your earlier outburst?" Griffon asked.

"He, he called me a slut ma'am." Thorn said and Griffon shot Naruto an incredulous look.

"And where did you learn that word?" she asked and Naruto raised an eyebrow.

"The people at Konoha said mom was one. I thought it was something good." Naruto said and got an incredulous look from Thorn and a sad one from Griffon.

"Naruto the word slut isn't something you should use at all. I won't tell you what it means because you won't understand it." Griffon said and Naruto nodded. "So in total he hit you with both a water balloon and a bag of flour then called you a slut?"

"He also kicked me in the shins and led me around half the tower." Thorn said and Griffon raised an eyebrow towards Naruto who grinned. "I swear he led me though places I didn't know were here." Thorn said moving a stray hair out of her face. She was a thin girl with a great figure with straight brown hair in a tight braid and had stylized barbs and spines on her tight t-shirt with dark black jeans and high heeled sandals.

"Well since you two get along so well together perhaps I should have you share a room." Griffon suggested.

"WHAT!?" they both shouted as Griffon internally laughed. //I believe that being a grandmother will be quite a bit of fun.//