Naruto and his attacker stood across from one another. Both were tense, Naruto in a make shift sword stance with his sword held over him showing his lack of experience with such a weapon, while the oto shinobi returned to his earlier combat ready position, more bones growing from his limbs and chest as he gave the blond a calculating look. While the visible wisps had faded, anyone able to sense chakra could feel the corrupted energy rolling off the pair, mixing into something awful between them.

"It would seem that there is more to you than I expected." The assailant admitted. "Lord Orochimaru informed me of the demon inside you, but I didn't think its power would be that potent. Still, it matters not. I will not fail my master."

Naruto scoffed. "I might have something to say about that." His voice was deeper with a slightly guttural undertone compared to the norm.

"I'll bet you do. Still, I'm surprised you pushed me this far. You asked for my identity earlier. I am called Kimimaro."

Naruto regarded the bone user curiously, though there was still a clear edge in his eyes. The Kyuubi's power brought with it the hatred and rage it felt, but he clamped down on it. "That Kekkei Genkai of yours... you belong to a clan, right?"

"The Kaguya clan or I did once. One can't refer to a single individual as a clan." The now named Kimimaro replied, showing no hint of pain or loss over his relatives fate.

"Sole survivor, huh? Same boat as me far as I know." Naruto noted.

"My past hardly matters." Kimimaro replied dismissively. "It was after their loss that I found my purpose. I am an extension of Lord Orochimaru's will, the perfect tool to carry out his ambitions... or I was." He closed his eyes as Naruto's frown deepened. "But that is irrelevant. As long as I am able to serve, nothing else matters."

Naruto was uncomfortably reminded of Haku by Kimimaro's words... and through that himself. Like them, this guy had no one, whether he'd known his clan to begin with or not he didn't know, but he wound up the same; lost and alone. But where he and Haku had been lucky enough to find people who cared for them, friends and family who would share their joys and sorrows, Kimimaro had been taken in by Orochimaru. Just as they'd devoted themselves to the people who saved them, though Naruto Uzumaki would never be anyone's tool, Kimimaro devoted himself to his savior.

The difference is his supposed savior didn't give a damn about anyone but himself. "So that's it then? You're happy just being someone's puppet?" The blond spat.

That seemed to anger the normally calm Kaguya survivor. He raised his weapons. "I am no mere puppet. This is my own will." He charged, his arms held across his chest. "What gives you the right to judge my wishes!?"

Mirroring Kimimaro, Naruto summoned a second black blade to his hands and shot forward, closing the distance between them in an instant. They clashed, Kimimaro stabbing with his bone blade and Naruto deflecting it with his the blade in his left hand. Kimimaro spun on his heel, slashing with his elbow blade which Naruto ducked underneath. The bone user followed up with a kick, which Naruto blocked with his forearm. He leaned back when the blond made a vertical cut with his sword, the blade passing by him by inches. Naruto leapt back when more bones erupted from Kimimaro's leg and the bone user shot forward, hoping to use this opening to end the battle quickly.

Naruto was pushed back by Kimimaro's fast paced dance like attacks. The Kyuubi's power was far greater than the power Orochimaru's cursed seal had given the bone user, but there was still a vast difference in their skill levels, and it showed in that Naruto couldn't land a single blow. Naruto was growing a little frustrated, but his training let him keep it from affecting him.

Eventually, he saw an opening and deflected a blow from Kimimaro, sending his arm upward and breaking his guard. He moved to capitalize on the blow when more bones burst from his body and he spun and kicked off the ground, launching both into the air as the bones carved into Naruto, poking dozens of holes in his clothing in moments and sending blood flying across the grass. "Dance of the Willows!"

'Shinra Tensei!' An omnidirectional wave of gravity sent Kimimaro flying. Overpowered by the malevolent chakra flowing through Naruto, the sphere of power created a crater beneath Naruto and sent the bone user yards away, plowing through a tree and then the ground but he quickly flipped back onto his feet, his unique bone structure and regenerative powers allowing him to recover quickly.

Kimimaro cursed when he saw Naruto right himself in the air, seemingly unaffected by the thrashing his just received. He decided then and there he'd have to finish him in a single blow.

Naruto flipped the two black blades in his hands and threw them like javelins. Kimimaro weaved around them as he charged towards the falling blond, but it served to empty his hands through, allowing Naruto to make a cross shaped hand seal. "Shadow Clone Jutsu!"

A burst of smoke engulfed the blond as he neared the ground. Kimimaro growled as he neared, ready to strike at the clones the first chance he had. 'Wind Style: Wind Fist!' However, he did not expect an oversized pocket of compressed air that rapidly grew until it was almost the as large as he was tall to slam into him when the Rinnegan bearer was from the cloud, sending him flying back with a grunt and crashing through a tree before dispersing.

Two clones jumped into the air when the obscuring fog was blown away, both making the tiger hand sign. 'Water Style: Liquid bullets!' Each fired rapid fired ball of water as Kimimaro broke out into a run to dodge, each one impacting the ground with enough force to kick up a cloud of dirt. He was ready when one of the clones attempted to hit him with a Body Flicker again, deflecting the blow with his arm, leaving the clone wide open and it was promptly destroyed.

This however, covered the real Naruto, who was only moments behind him, holding out his hand as one of his black blades rapidly extended, aimed at Kimimaro's face. The bone user ducked under the attack and moved forward to strike, only to be forced to block when another clone attacked him with a kunai.

The clones that fired the water bullets fell to the ground, one joining the fray. Kimimaro was forced on the defensive with three of the Kyuubi empowered Naruto's attacking him, but not a single blow managed to pierce his nimble defense. Eventually, he lengthened the bone blades and spun rapidly, forcing them back lest they be skewered.

He stopped and launched himself at the real Naruto, who summoned a second black blade as they clashed once again.

Orochimaru chuckled as he eyed the three corpses before him, their forms hidden in shadows of the dunes as the sun above beat down on the desert. "Such a shame. And things were going so well, too." The snake Sannin said, his tone conveying amused condescension. "Ah well. Things will still go on as I will it. With or without you."

"Fan-fucking-tastic." A teenaged girl commented as she covered her eyes and stared at the sky. She had long, spiky dark pink hair that framed her face and wore a black hat with bandaged sides. Other than that her attire was similar to her master's, as was her teammates'. "Now we're going to have to stay in this kami-forsaken land for a week. What kind of shithead would actually think building their home in the middle of a desert was a good idea?"

"Tayuya." A large and imposing teen with orange hair in a Mohawk with two tufts on the sides of his head. "There's no point in complaining, it is what it is. Besides, I'm pretty sure the rest of us are thinking the same thing..."

"Shut it, fatass."

"Quiet down, would you?" Orochimaru said, bringing them all to attention immediately. His words were calm, layered with the poisoned honey that had brought them and so many other children to his side in the first place, but they knew better than to defy him. "While your crossfire is always entertaining, at the moment we have more important things to do."

"Yes." "Got it." The two answered.

"I still say one or two of us should have gone with Kimimaro." A pale, androgynous teen with straight, dark gray hair that stopped just above his shoulders stated. A bang of his hair covered his right eye. He had what appeared to be green lipstick and, disturbingly, what appeared to be a second head facing in the opposite direction as his own, growing out of the base of his neck. "No matter what kind of trash the brat is, who knows how long it'll be before Kimimaro bites it. No sense sending a dying man on such a vital mission."

The master of Otogakure chuckled again. Kimimaro had tried to hide it, but he'd noticed the boy was coughing up blood. What a waste, the perfect tool to carry out his will and even serve as his vessel, struck down by illness. But, such was fate.

Besides, only he could live forever. "Don't worry. Kimimaro is invincible, with or without his illness. Besides, it's yet to fully set in. He will succeed, I'm sure of it."

Naruto and Kimimaro clashed, the blond's black blades colliding against white bones as the pair attempted to overpower each other.

"You certainly rely heavily on those clones of yours." Kimimaro noted as he tilted his head to avoid a slash from Naruto and retaliated with a stab that the blond brushed aside, his superior speed saving him. "I suppose it's to be expected. Trash tends to congregate, and you channel that fact with that jutsu."

"What do you know!? At least I'm not the lapdog of someone who dances to the tune of a piece of garbage like Orochimaru!" Naruto snarled as he held his blades in an X-formation and slashed at Kimimaro. The bone user jumped back and stabbed at Naruto.

"Do not insult Lord Orochimaru!" Naruto deflected the stab and Kimimaro spun and lashed out with a kick. Naruto leapt above the blow, spinning in midair and holding his swords down edge at the ground. The Kaguya survivor jumped backwards to dodge as Naruto slammed into the ground with enough force to kick up a cloud of debris and create a small crater. The blond immediately charged out of the cloud and stabbed at one of Kimimaro's unprotected areas, only for him to deflect it with one of his bone blades. However, the bone user couldn't defend of dodge when Naruto lashed out with a kick, striking him in the face and sending him flipping through the air before he landed on his feet and skidded to a halt as the Rinnegan bearer pressed the attack.

Kimimaro spun on his heel, stabbing with one of his elbow blades. Naruto deflected the attack with one of his black sword like constructs, sending out sparks as the two improvised weapons scraped against each other. Naruto retaliated with a kick that was caught by the spikes on Kimimaro's chest, but before he could retaliate, Naruto brought his sword down, forcing him back. At the same time, he pushed with his free leg, freeing his trapped limb.

Kimimaro retracted the blades on his palm and sent out ten bones from his fingertips at the blond, but between the enhanced speed and the Rinnegan, he was able to dodge or deflect them all, knocking them out of the air with his swords.

He once more used the blade in his left hand as an improvised javelin, which Kimimaro easily dodged before extending another blade from his palm while pointed his hand at the bone user. "Bansho Tennin!"

Kimimaro was pulled off the ground and drawn towards the Naruto's hand and the blade, but he countered by extending his leg and growing more bones from its surface. Naruto was forced to release his jutsu and duck lest they both be skewered. When Orochimaru's top subordinate landed, he immediately spun on his heel and pressed the attack.

Naruto deflected Kimimaro's strikes even as he was pushed back. "It doesn't matter what you try, I'm not going to lose to someone so blind they can't see the writing on the wall!"

"I'm not blind, I see clearly! I have achieved Lord Orochimaru's greatest dream. As long as I fulfill his aspirations, I will live on forever inside his heart. It doesn't matter what happens to my body, my memory and that of my clan will live on in him!" Kimimaro cried as he lashed out at him. "But I shouldn't expect some like you would understand!"

"I do understand!" Naruto snarled, dodging and parrying Kimimaro's strikes. "I grew up hated by everyone around me for something I didn't even do! I spent the first few years of my life almost completely alone, and I'd do anything for the people who saved me from that hell! But you know what the difference is here? They actually give a damn about me!"

Naruto slammed his blades against Kimimaro's bone covered arms and the pair pushed, trying to overpower each other. "Wake up you idiot!" The Uzumaki yelled. "Orochimaru's the type of bastard who only cares about himself! He just uses everyone around him! If he outlives you, you'll be lucky if he even remembers you for more than a week!"

Kimimaro growled from the back of his throat, refusing to even consider the blond's words. He immediately dismissed them as lies and it only served to anger him further. In his rage, he reached down and pulled out the whole of the power his lord had granted him, wanting nothing more than to crush his adversary with extreme prejudice.

Naruto's took a step back, his mouth dropping as the purple chakra visible to his Rinnegan suddenly exploded in power. To his eyes, it was like a small bushfire suddenly became a raging inferno of purple flames, swirling around Kimimaro as the core of the seal grew, covering him completely and darkening his flesh as his body mutated. The sclera of his eyes turned black as inky darkness bled into the white from the edges, his pupils dilated as his irises turned yellow and his skin turned dark gray and six massive, curved bones grew out of his back, replacing the smaller ones that littered his form until now which retracted with his transformation. Shockingly to the blond, a tail grew out from the base of his hips and bony spikes grew along the length of his spine and his new appendage. 'What the hell happened to him? Just what is that curse mark?'

The next blow was almost too fast for Naruto to block and had enough strength behind it to break his guard and force him back. Naruto immediately knew that he couldn't compete with the boost the corrupt chakra was giving Kimimaro, not unless he borrowed more power from the fox anyway. The bone user closed the distance between them and struck at the blond with a newly grown bone spike from his palm.

It was too fast for the blond to dodge, even with the power of the Kyuubi flowing through him. In a slight panic and with the knowledge that he needed to end this as quickly as possible, he dredged up as much chakra as he could and channeled it into his jutsu. "Shinra Tensei!"

He underestimated the potency of the Kyuubi's chakra. Kimimaro was blown away as a spherical wave of gravity exploded from the blond, kicking up a massive wave of dirt and debris as the earth beneath them was torn away, trees uprooted and sent flying as easily as twigs in a maelstrom, the ever increasing detritus and chunks of stone and obscuring dirt rolled ever forward at the edge of the tide of destruction.

Everything within the quarter mile radius of the blond was engulfed in the devastation of Naruto's attack, leaving a barren crater enclosed by a wall of uprooted ground and trees, one side crashing into a cliff face, digging into its side and causing it to collapse once the force passed. Naruto's shocked eyes surveyed the destruction he'd caused.

Their clash had not gone unnoticed. At that moment, ANBU who had felt or been alerted to the twisted signature of their clashing chakras once they both began drawing on the dark power within them were moving through the forest, particularly once Kimimaro's eclipsed the power of the Kyuubi raced to their location, uncertain of what they would find at its source.

They stopped, even the trained shinobi caught off guard by the sight of Naruto's attack. The spreading cloud was visible from Konoha.

"What the hell is going on over there?" A brown cloaked, dog masked shinobi wearing a wondered aloud.

"Does it matter?" The tan cloaked, cat masked leader said, turning to his subordinate. "Clearly it's a battle of some kind; we need to get over there now."

"Especially if the Kyuubi's involved." A member of the group who clearly had a low opinion of the Kyuubi's host growled. And with that, they took off once again. No one in the group of five commented on his words. Two agreed, while the other two were too concerned about the situation to start a conflict by commenting on it.

Across Konoha, numerous eyes were drawn to the cloud of dirt. Unlike the ANBU patrol, they were outside sensing range so none could feel the chakras, leading everyone to wonder what had happened. However, there were several who recognized the way it spread. Jiraiya, Kakashi, Sasuke, Sakura, Zabuza and Haku knew what the technique was and went on alert, making excuses if need be and rushing towards it.

Naruto wondered if it was over. Kimimaro had to be down after that, right? There was no sign of his chakra. He couldn't sense his presence. Maybe the bone user was down for the count, if he was even still alive.

He then clicked his teeth. Not a chance. Not with the way he healed and how tough his bones were, even before his transformation. The attack probably, and did not that he knew it, utterly pulverize the bone user, but between with the way he healed and regrow his bones, he'd be back up in no time. He prepared to take off when he heard a voice that seemed to echo from every direction.

"Bracken Dance!" Massive, branched bones burst from the ground, rising from the earth to replace the trees as hundreds of them grew from the earth in a manner comparable to Hashirama Senju's Wood Element.

Naruto froze for a moment at the sight before he took off in the opposite direction. The wall of bone spires grew ever closer and the blond quickly formed a hand sign, vanishing with a Body Flicker and reappearing on one of the already fully grown bone spires, clinging to its surface with his chakra.

Knowing this was not a place he wanted to be, he began to move across the bone spires towards a cliff. This was immediately shown to be a good decision as more bones burst from the surface he'd stood on a moment earlier. He rapidly traversed the forest of bones, his movements intermittent with Body Flickers to keep the bone user from using the timing of his movements to skewer him. Finally, as he neared the edge, just as he leapt off of once of the bone spires, Kimimaro emerged from one ahead of him, phasing out of it like the Hiding in Surface technique and shooting towards the blond like the bone bullets he'd been using, right hand encased in a large drill of bone.

The attack had clearly done some major damage to the Oto shinobi. His darkened skin was littered with black and purple blotches as bruises formed where shattered bone had torn open arteries and muscle causing internal bleeding. Most would be down, if not killed outright by that attack and yet he had restored his bone structure, forced out the bone shards and healed enough to keep fighting through force of will while his body rapidly mended the remaining injuries and his blood multiplied to replace what he'd lost.

In midair, Naruto couldn't dodge, and that spear was two large for his wind bullets to knock Kimimaro away. He could feel his gravity abilities were