AN: This is a re-edit of a previous story I wrote, but in this one, Naruto will remain as a good person, not evil, maybe slightly dark, but not evil. Let us see how it goes.

AN: Review!


Prologue

In the Chunnin Exams, they faced Orochimaru who caused troubles and even caused his best friend, who was almost like a brother to him, Sasuke to fall under the Cursed Seal, and through his heart full of hatred, he found reasons to follow Orochimaru. Naruto and his ninja mates did whatever was possible to stop him. Naruto even reached out to him in the Valley of the End, and fought him with all his strength, but got defeated, at the breach of death.

Sasuke had left his village in order to gain power from Orochimaru in order to kill his brother Itachi, and avenge his clan that were massacred by him. He knew at his current level he could never defeat Itachi even with the Cursed Seal of Heaven, and he knew it. Sasuke also felt jealous of Naruto who was becoming stronger than him in just a few months, and he hated being weak when compared to others.

And now Naruto was at the mercy of a friend who was like his brother when he was raised among the Hokage and Iruka sensei. However, when Sasuke left, the Hokage, the lady Tsunade assigned the recently promoted Shikamaru chuunin to create a Recovery Mission to bring Sasuke back to the village. Shikamaru brought along with him a highly capable team of Genin: Neji Hyuga, Choji, Kiba and Naruto Uzumaki, the jinchuriki of the Nine Tailed Fox.

They pursued Sasuke endlessly through the Land of Fire, they sacrificed everything in battling Orochimaru's forces, and through all that Naruto managed to face Sasuke, in the Valley of the End. That was where we are currently in the story…

Sasuke was holding up Naruto in hisright arm with the power of Shidori and the Cursed Seal. Naruto was completely dominated by Sasuke, hopeless. He could barely fight back due to the speed andstrength the curse seal gave the Uchiha. So many emotions were going through Naruto's head, sadness and anger.

- "Sasuke… Why?" asked Naruto as he struggled to speak

- "It is obvious, Naruto, I need to do it to obtain power, to gain strength to kill Itachi," spoke Naruto.

With those words, Sasuke hit Naruto with a massive Chidori through his heart. Naruto's eyes closed off after looking an emotionless face on Sasuke, and he was tossed in the water, submerging.

- "Goodbye, Naruto" thought Sasuke as he proceeded to the Land of Sound.

As Naruto drowned in the sea, and the current moved him to the shore, unresponsive and unconscious. Near the shore there was an egg attached to the near tree, as tall as Naruto's waist and as wide as his shoulders. It was brownish yellow, but the bumps were more defined, forming ridges and grooves, spikes, and contours. Upon the presence of Naruto, who was barely breathing, the egg began to secrete a clear gel from its seams before the panels began to unfold. The hard outer shell crackled slightly as six segmented legs pulled back, the ends of each looking like scorpion barbs. The weight of the egg shifted forward, the creature was standing up. A thick tear drop shaped abdomen flipped out from behind the legs while odd, wide head unfolded at the end of a narrow neck.

The creature was similar to those of the Aburame Clan, but way bigger, somewhat mutated, the creature was the queen hive of a especial Rinkaichu breed, venomous, and it is known that they always require a host to sub exist. Nevertheless, this breed of bugs were extremely rare, and they almost never picked up a host, their fate was always to die after 100 years in the hopes of a host.

However, today the creature emerged on a Naruto that had his face facing onto the rocky shore. Mandibles began to click and clatter on either side of the head while two long, curved, dark brown antennae spikes flipped back along the head. In the space just above where the antennae cme together in a bony "V", three tiny eyes opened n a triangle across the small curved oval surface. The creature stretched and shifted, ensuring every part of its body still worked. Small tendrils wriggled on the underside of the legs and neck while bright yellow liquid squirted from the spike tips at the end of the legs and abdomen.

With the unfolding complete, there were five new creatures emerging from within the egg, they greatly resembled a pair of skeletal hands fused together with a spine-like tail. They had eight eight long, finger-like legs which allowed him to crawl rapidly, and a long tail adapted for making great leaps.

This breed had been waiting in dormancy, completely enclosed and egg shaped until it had sensed a capable host, with great chakra to absorb and use. The main bug lunge at Naruto, as the barbed feet cut through his skin.

- "Ahhhhhh!" Naruto yelled as he felt the weight on his back, just like as if he had a backpack full of rocks.

- "What the fuck is happening?" Naruto moaned in pain, he could not move.

The smaller five bugs moved over, and sprayed Naruto with a slimy substance coming from their mouths, which were on the palm of what would have been the hand. Slime splatter on his chest, as they rolled him over to continuing spraying with more. The brown slime was turning into a crystal. Naruto's eyes widened as he realized he was trapped. Naruto groaned, feeling his body pinned in place. He could feel the heat of the slime soak through his clothing, dissolving it while the main creature moved and adjusted.

Tossing the creature was now impossible, the slime hardened on the edges, but inside it was a thick substance but not super stiff, allowing Naruto to move a little. To Naruto's surprise he could still breathe within it. The six legs were fully attached and pierced into Naruto's now naked body. Naruto tried to grab the creature's legs, but the creature hissed and tried to fold around him, until a cold sensation pumped into his veins, his nipples hardened.

Naruto was conscious until the head piece and neck slipped up the back of Naruto's neck. The head moved towards his blonde and spiky hair, completely swimming around his head, until it attached to him. The insect's filaments tapped into his nerves, and then his spine, pushing through flesh before melding with the spinal cord. Naruto was sensing another one within him, flashes of thoughts, but they were not his own.


(In the mindscape)

Naruto looked back at the cage, where he saw a woman with nine tails on her back. However, at the same time he was feeling that someone else was observing him. It felt like he was undergoing some odd change that was beginning to affect him. It was as if a door opened in his min and allowed him to think more clearly. He did not know what it was, or what it was happening.

- "Are you the Kyuubi, right?" Naruto asked the curvy girl within the cage.

- "Y-yes, Naruto, I am, and I am so so sorry," the girl fell onto the misty floor.

- "What is happening?!" Naruto yelled at her as she was trying to puke something from within her. She had been weak trying to keep him alive from the wound, and now she had just fought someone way more powerful.

The another being was moving her hands over Naruto's shoulders, the skin of the arms he saw were chitinous, her tongue was licking Naruto's ears as she continued to speak.

- "No need to be afraid, she has just become flesh to our colony," the new woman said.

The mindscape was changing, creatures were popping out from the black mist, slime was filling out, as the girl kissed him. Naruto moved away, as he fell onto the mindscape, moving away from what he was seeing. She was covered with yellow chitinous hide with four wing/pincers jutting out from her back. The back of her head is adorned with black markings and her lips were naturally black. On the heels of her feet are what looked like high heel wedges. Her eyes were compound, possessing the same fractured appearance as a fly's eye. All her teeth were sharp and pointed. Her body was covered with a black top and hood, spiked gauntlets on her arms, armored ringlets on her forearms.

- "You look like worthy of me, carrying demons is natural to you," the girl said.

- "Who… Who are you?" Naruto asked with fear. Nonetheless, he could not hold back the feeling she was hot, curvy with voluptuous breasts, but she was not done.

- "They have called me D'vorah, and I am come from the Kytinn species, we are one of the breeds from the Aburame Clan," she said as she lunged at him.

- "We take males as hosts, we pleasure them in exchange of power," she said as she kissed Naruto's chest, as she looked at him.

- "Pleasure?" Naruto asked as he then felt it.

Outside his mind, the creature was stimulating him, filaments quivered and wriggled as the abdomen of the insectoid on his back came around his crotch, taking it in.

- "Don't resist us, you'll die otherwise, no Kyuubi to save you anymore!" D'vorah whispered as in his mind, Naruto was moaning, as D'vorah was coming and licking his chest, coming closer to his mouth.

- "Yes… Don't resist, relax… We will not harm you… Now we can become… one," D'vorah.

- "Fuck!" Naruto yelled out, as he then kissed the woman, passionately, moaning in the process.

Sudden changes happened afterwards, Naruto's skin was turning chitinous as well within the cocoon, he felt from the creature he was actively making love to her, he felt as he felt massaged. In the mindscape, they were indeed forming a link between them. With some strong embrace of pleasure flowing into him, his skin began to slough off in places, the leathery skin falling away to reveal fresh, new layers of skin… but the new layers were darker brown, tougher, and thicker. The tissue continued to grow at a rapid pace, replacing itself with ever tougher layers.

- "More… More…" Naruto lost it, the pleasure was so deep. "Yes, yes, yes! Take me!" Naruto gave up.

As the layers of skin became even harder than leather, cracks became seams and indents. His arms grew thick and muscled. The armor plates covered his biceps and triceps, his forearms, wrist and hands were being affected, in some areas the armor was tight and in others it was overlapped to allow movement.

Naruto's ribs were growing thicker, his own bones hardening. Minerals leeched from his blood as his abs formed into a six pack. Naruto's pectoral were hidden as an organic armor chest piece covered them. His arms and shoulders connected as if he had on the shoulders small pads of football player.

- "Awwhhh…" Naruto moaned from within the cocoon, as the pain was coming back, his organs were shifting.

- "Patience, my lover," D'vorah said as the pleasure amplified, quivering. "Ahh…" Naruto felt full of lust.

Naruto's eyes rolled back, the exoskeleton was covering his thighs and his knees. The segments all fit over one another with enough room to move, giving Naruto bug legs that almost matched those around his chest, the legs that had fused into him become part of him. Bones in Naruto's feet began to pop and stretch, his toes aching as the fresh grew together but the foot elongated adding on an extra six inches in length without widening. The skin flaked off to reveal thicker and thicker armor until his foot was not human anymore at all. It was long and pointed, barbed.

- "You shall the body of someone to call my mate," D'vorah said as the pain surged in.

Lastly, Naruto grew out four pincers just like his new lover, like D'vorah's, as between them panels were adjusting and forming his new wings. Naruto was feeling his new limbs, his wings, his hands, as his mind was still hazy.

- "Such power… So much strength," Naruto was feeling as his new muscles ached.

The changes came to rest, the pain began to decrease, fading away. The creature he had on his back became his new panels, as he was feeling his new wings. Naruto moved his new clawed fingers, as he crushed through the cocoon, until it burst, leaving slime all over, his body was awaking up, until the smaller creatures began to suck on his newly chitin skin, cleaning him from the slime, leaving it shiny.

- "Ah!" Naruto moaned in pain as he was adjusting. He tried to see, but found his vision greatly improved, he now had compound eyes like D'vorah's.

Naruto noticed the egg was not to be seen, shortly enough, he felt the surge pain on his crotch area as he tried to looked around, and the egg was merging with him, growing and taking the shape of a spider abdomen, Naruto could feel the weight on it, sucking on him, sucking harder than ever before.

- "Fuck… D'vorah, what the fuck is happening?!" Naruto yelled in agony as the spider abdomen readjusted.

- "Our insects don't come out of nothing, Naruto, with me and you we create them," D'vorah spoke, as Naruto remembered Gaara's sand bucket, he felt he was now carrying his organic one with him.

- "Similar, but his sand doesn't come from his fluids, your insects, yes!" D'vorah said as she could read his mind, as he could definitely feel the pleasure causing them.

- "You… You can read what I am saying?" Naruto asked in wonder as the insects continued to clean him spotlessly.

- "Of course!" Naruto sensed as she was behind him, as if her legs were crossed on his waist and she was whispering on his ears.

- "I will be with you until the day you die, tasting you as I shallow down" D'vorah said.

Before Naruto could think, he felt something was coming, he then saw through his insects, Naruto amazed at the thought, as he then identified them as ROOT. Naruto used his newly pincers to get himself up, they felt quite natural to him. As he then climbed over the tree with his new clawed hands. Anger rushed through Naruto as he remembered how much he hated ROOT, as well as all the attempts to kidnap him.

- "Kill them, feed our hive," D'vorah whispered as Naruto was feeling his tongue to swollen, suddenly spiderweb came out from it into the first ROOT. His spiderweb was strong, as he was pulling the ROOT to him, he spontaneously stabbed him with two of his pincers, tossing him away.

- "What the hell was that?" Naruto said as he remained attached to the tree. That had happened in seconds.

- "You're a natural, my mate," D'vorah said. "Move forward and get rid of all of them"

Naruto jumped off of the tree, as he was walking on his pincers, moving through the forest faster as he lunged to another, as his newly wings came off, buzzing, piercing him on the chest as with his spider abdomen, the barbed went into the man, flooding him with smaller bugs into his body. Naruto felt how the abdomen was reacting to suck him more.

- "Aww…" Naruto moaned slightly as he pierced him, and then tossing him away.

- "HSSSRRRRR….!" Naruto roared as he continued to buzz his newly wings.

Naruto then looked at what he had down, the two ROOT were killed as his smaller insects went on to feed on them.

- "Did I just kill them?" Naruto looked as he continued to buzz his wings.

- "We killed them, it was either them or us," D'vorah said.

- "Could we have just run away?" said Naruto as he was looking at his new self, brownish insectoid.

- "We would have come after us anyway," D'vorah answered his mate. "Plus, didn't you feel good when you kill them…" Naruto murmured until he moved away.

- "We shall train, my mate," D'vorah said as the smaller bugs were flying towards another area in the forest.

(To be continued?)