I don't know Naruto, or the X-men. They are owned by Shonen Jump (SP) and Marvel Studio's. I'm just adding my own crazy twist.

Falcon S. Kimeraki.

Chapter One - Leaving and Arriving.

The Valley of the end, a tribute to the Shodaime Hokage and the great battle fought against the leader of the Uchiha of the time, Mardara. Border between the Land of Fire, and the Land of Rice. At either side of the valley stand two statues, forever resolute against time. A reminder of the mistakes of the past, placed as a hope that such mistakes would not be repeated. A futile gesture this time, for at this moment Uzumaki Naruto, jailer of the nine tailed demon fox Kyuubi, number one surprising knuckle-headed ninja of the Hidden leaf faced off against Uchiha Sasuke, branded traitor by the Hidden leaf, and one of the last two survivors of his clan.

With open determination both ninja were charging at each other. One sticking to the rock side, the other rushing from the top of the water, and up the statue of the Shodaime Hokage. Both using the same tactic, full frontal attack with a single power punch, at the last second both pulled back and then released forward in to ready waiting hands, catching each others blows and then stopping with a turn. At the end, they lined up perfectly, heads next to each other, getting the view the others saw a moment ago. Sasuke saw the lake and Sky, 'it shouldn't be so sunny on a day like this' he thought.

"….. I know I said this already, but be honest with your self….. You want this as much as I do...... and Kakashi and Sakura aren't here now. No body is going to stop us, like the last time." Of course those words sparked something in Naruto and his temper boiled over, turning his head to Sasuke, he aimed a punch at his head, hoping to knock some sense in to him.

"You Lousy…" the blonde haired boy began, only for Sasuke to quickly spin around to safety. He reached up behind Naruto's side pulling out a kunai from his holster before he cut the flow of chakra to his feet, falling towards the ground, a smirk upon his face. And at a safe distance away from Naruto, Sasuke attacked with effortless ease and deadly aim. It was a shot meant to kill. If it wasn't for quick reflexes that were learned over a period of time, he'd have been killed. A Shurikan was thrown, and was collided, head on with the kunai, sending them both weapons off coarse. It had been a distraction, and in the time that Naruto blinked, Sasuke was in front of him once more, and with one punch, sent him doubling over, before attacking again with a vicious round house kick, sending Naruto Flying back at the water.

And then the most unbelievable thing that could happen between two friends, happened. Sasuke began to move through a series of hand signs, channelling the chakra of his body and into his hand. And with one solid word, did the energy take the complete visible form of lightning and the sound that was the chirping of what seemed to be a thousand birds.

"CHIDORI!" came Sasuke's voice, before he began running down the wall, landing upon the water, and then rushing over towards the body floating on waters surface.

Naruto saw the attacking and began forming his counter. Creating a shadow clone, an exact replica of himself, to help in the manipulating of chakra. By the time they both were done a perfect sphere of wind energy was formed. When that the clone reached for the free arm of the original throwing him towards the charging dark haired boy.

With an almost deafening yell of "RASENGAN!" Naruto meet his friend turned opponent.

And in the split moment that they collided, the energies swirled and merged together, and something formed. A rift or a rip in the very air around them, so bright it seemed that the sun was on the planet. And as quickly as it came. It left, sending out a huge shock wave of wind and dust. When it settled, there was no sign of either combatant. As though whisked away by spirits, where they had gone, no one could truly say.

The battle at Bayville Mall was something serious. What was thought to be a random thoughtless attack used to provoke the X-men was turning out to be well planned, and the brother hood were holding there own against the awesome might of the X-men. Lance Alvers, better known as Avalanche, a fifteen year old boy that fancied himself a rebel, was using his earth shaking powers to keeping two of the X-men off balance by constantly sending out vibrations from his body, into the ground, shaking and tearing the mall floor beneath their feet. Scott Summers, also known as Cyclops, and Evan Daniels, known as Spyke, were desperately trying to get to their target to stop the destruction.

Jean Grey, a seventeen year old red headed Telepath and Telekeneticwas levitating a silver haired Peatro Maximof, Known better as the Quick Silver for his awesome speed, and her self off of the ground with her powers, to keep him from escaping.

Kitty Pryde, and Rogue, who had currently and temporarily borrowed a small doze of Kitty's powers to ward off the attacks of Fred Dukes, a tall and extremely large young man with short temper and blonde Mohawk, also better Known as the unmovable Blob. Despite there greater numbers the girls were having an extremely tough time trying to subdue Fred. More so because they were constantly dodging or phasing through various pieces of whatever the large boy could toss at them. As for the last members of both teams, Todd 'Toad' Polanski, and Kurt 'The Night crawler' Wager were facing off against each other, using enhanced reflexes and acrobatics.

"This is, like, going no where!" Came the voice of Kitty Pryde as she phased through another object thrown at her.

"Ah know. But now ain't the time Ta be complainin' bout it!" Came the reply of Rogue, as she dove out of the way of an incoming object, a piece of the tile flooring along with the ground that it had been attached to. "Ah can't get close enough for a drain."

Despite the difficulty the other X-men where having with there opponents, the battle between Night crawler and Toad was more like children's rivalry. Night crawler was hanging up side down looking down to toad, and making funny faces at the gangly boy. Kurt teleported when he saw Toad aiming one of his coughing attack at him, spitting the green slime his body produced. The Chandelier that Kurt had been hanging on was immediately covered in the green slime.

"Ha! You couldn't Catch flies off of a windshield." Came the taunt as Night Crawler, Reappearing in a puff of smoke upon one of the hand rails, swinging his butt, tail and all, at the other mutant.

"AH now you gone and done it. COME HERE YOU DAMN BLUE FURRY WOOKIE!" Toad shouted as he jumped towards the second landing. However the toad never managed to get to there. And with a massive wave of wind he was sent flying off course, and instead ended up in what remand of the fountain.

Jean Grey, who had been holding up Quicksilver with her telekinetic abilities didn't even have a chance to react. She was sent flying, hitting one of the windows on the second level, going straight through, and was tossed into the shelve at the book store. Quicksilver had not fared better, and had been thrown throw the window of a knavery store. Peatros though had been lucky, and landed in racking that held some old Japanese Katana's, still in the sheaths luckily.

Rogue, Kitty and Blob, who were closest to the blast were sent scattering in all directions. Kitty, being the lightest, had been sent flying out towards a janitor closet, and had to phased through the wall and door to save her self, only to slamming into one of the janitors buckets. Rogue for the most part was sent into the Shoppers Drug-mart, and into racking on the wall. Blob had been knocked off of his feet and rolled backwards into a support pillar. Spider cracks formed on the pillar from the collision, making the section extremely unstable.

Scott and Evan, had had their backs towards the blast and hadn't seen the "attack" until it hit them, what they did know was that they were picked up off of the ground and hurtled forwards towards a rather large rock formations that had sprouted out of the ground from Avalanche to stop them from winning. Evans back hit the rocks head on, knocking him out cold. Scott also hit the rocks, his head bouncing off of them, knocking his visor from his face, and leaving a nasty gash upon the side of his forehead.

Avalanche had been safely hidden behind one of his earth spikes, and avoided the most of the wind. He started to get alarming when he felt the ground move beneath his feet. He tried to find the cause of the "attack", and that's when he saw it. In the centre of the mall, suspended in air was what seemed to be a glowing tare. It what massive in size and also in power, considering the destruction it was causing.

Not a moment after Avalanche saw the tare, two bodies were propels throw it, both in separate directions from each other. Moved with grace as they began to recover from their flight, they descended to the ground. Lance paused at what he saw, the thing, he now realized, that had skidded closest to him wore an offensively bright orange and black jump suit that had a red swirl on the middle of the back, blue sandals were on his feet, blonde hair and what seemed to be pouches on his belt and right leg. Despite the persons unique appearance what was interesting was that there were rivets along ground where the person had skidded to a stop. Looking through his dome like helmet, Avalanche noticed, the person that had been shot out of.... well whatever that glowing rip was, was just a KID! He couldn't be more then 12, maybe a short 13. Daring to peek around his earth spike a bit more, he looked and noticed someone else.

Another person, that seemed roughly the same age as the orange kid, with dark hair black eyes and a vicious look upon his face. Grey short, dark navy blue t-shirt with some sort of wrapping upon his feet and the same sandals, similar rivets papered in the ground from a obviously similar landing as the other. Avalanche noticed that the dark haired kid had landed in front of the fountain that Toad had crashed into. -Not good. - When he turned to the orange kid, as he had dubbed him, the blonde had appeared sad, and reluctant to continue this obvious showdown. He could see the regret and sadness on orange kids face.

Sasuke was seething inside, he couldn't believe what had just happened. His ultimate move, the one that Kakashi had taught him, had been out done by whatever technique that idiot had used. Now he had to think of a new plan to beat him. If he try to use the Chidori again, Naruto would just retaliate with his Rasengan, and they would both be back at this point again, but far more exhausted and possibly defenceless. 'I've got to use a quicker jutsu to make an opening, then I can take him out with the Rasengan.' Sasuke thought, so distracted when his brooding and scheming that it wasn't till this point that Sasuke observed his surroundings 'this is not the Valley of the end.'

There was debris and people laying all over, looking around he realized that they were in a building. One that had apparently had a glass roof. Something to maybe use to his advantage. How had they gotten here? Sasuke took a peek at Naruto 'He did this. He had to have. How else could we have gotten here? But why? What was his plan, and did Naruto, the dead last actually have a plan?' he got into a more familiar stances, one taught to the children of the Uchiha Clan, one that the Uchiha prided themselves on.

Naruto of course wasn't enjoying this at all. In fact he didn't like it period. He didn't want to fight his best friend, his comrade, and in his own way, the person that he considered to be his brother. Looking towards Sasuke with blue eyes full of hurt and sadness as the realization dawned upon him. 'Sasuke, You really tried to kill me just then didn't you....... You really aren't holding anything back...... does our friendship mean nothing to you?' Naruto closed his eyes to compose himself, taking a deep breath as resolve entered into his body. He had Promised Sakura that he was going to bring back Sasuke. And he never broke a promise, that was his way of the shinobi.

Blue eyes opened again and he looked towards Sasuke who now stood in a fighting stance. Something caught his attention. Something behind Sasuke. A fountain. More specifically, the head, pale and sickly though it may have been, that popped out of the fountain's water and spate what ever water was in it's mouth.

"Hey! I thought you X-geeks didn't play for keeps!? Your Stormy just about turned me into the human pancake, Yo!" Came the protest as a pale hand reached up and began to rub his eyes while looking around the area, and then noticed it. Almost everyone, including the X-men, were almost all out. The only ones that seemed to be standing were Lance and Blob, though the bigger man seemed to be swaying on his feet, and two boys he had never seen before.

Naruto, for his part did a quick scan of the area and found that they were not only not in the Valley of the End, they weren't in anything that he could recognize. How could that have happened? His mind reeled through every outlandish possibility that there could be. That was when he saw it. There was a hole in the sky, like someone had taken a piece of the sky, and ripped it like paper, and then lit the biggest and brightest fire behind it. How could that be? It wasn't like anything he had seen before. What had they done? Naruto just knew that it had to have been Sasuke's and his own fault. Those two attacks where never meant to be used in that way, this happened when the two attacks has collided, he just knew it.

Naruto's thoughts were interrupted when he saw Sasuke's hand's going through a familiar set of hand signs, then bring his left hand to his mouth, sending several bolder sized fire balls towards him. Naruto dove to the side, to avoid the attack that he hadn't been prepared for. Going into a roll to avoid the attack and get back on his feet, only to come face to face with Sasuke's cold eyes. Naruto was hoisted up into the air by a hand, gripping his shoulder and digging into the muscle and bones to keep him in the position.

Then Naruto watched as Sasuke went through one handed jutsu signs, creating a second Chidori. The lightning energy forced to his hand, creating the sound of a thousand angry birds. Sasuke's Sharingan eyes spun around as he smirked up at Naruto. 'Is this really how it has to be, Sasuke? Are you going to trying and kill me?' Naruto looked down at the eyes of his friend and saw only killing intent. Suddenly Naruto's body began to emit the Red Chakra, like a fiery red aura visible to the naked eye, it's mere presence causing the three that were still up and about to look towards him with fright. "I didn't want to fight you Sasuke. I made a promise to bring you back, and you know I always keep my promises."

Kitty Pryde who had just come to from her little trip through the wall and into the Janitors closet. Feeling her wet close and taking a sniff at her surroundings she was disgusted with were she found her self. "Like, eew! I'm going to have to take a really long shower after this!" She complained as she stood up and moved towards the wall that she had phased throw. sticking her head out to see what was going on, and was not happy by the sight. She had looked down ,towards a blonde boy, being forcibly held up by a boy with black gravity defying hair, and a sadistic smirk. The blond boy was covered in a red glow, that looked as though it was alive. It moved like tails on an animal, and would sometime shape claws and a scraggly looking wolfs head. It was then that she noticed, the black haired kids hand was pulled back and looked ready to strike, with what seemed to be visible and loud energy being emitted from it. With a feeling of dread and awe Kitty continued to watch.

Sasuke's hand went forwards, aiming to go straight through the centre of Naruto's chest, and through his spinal column. He knew that the attack would do tremendous damage to Naruto's heart, and end it once and for all. An instant kill that was for sure. However Naruto had intervened with his plans once more, catching the hand aiming for his chest and shifted it, so instead of hitting Naruto in the chest, it had hit him on and in the right side, going through ribs, lung and part of his shoulder, and then clear through the other side, Spraying blood, bone and lung fragments from Naruto's back.

"Tch, so you managed to deflect the blow at the last minute. So what? Your still going to die, but instead of it being nearly painless, blood loss and suffocation are your chosen methods of death."

Kitty Looked on in shock as she watched what was to come, seemingly frozen in time. Then it happened, she watched as the hand went through the blonde's chest and came out of his back. She watched as the blood and bone and tissue flew out and onto the floor. She couldn't move, when she first felt the power coming from the blonde it had frozen her with fear, and then this carnage. She pulled back into the room and then felt bile rise to her throat and she released the contents of her stomach on the floor in front of her, her body shaking from the shock.

-Chapter End-

Next Chapter: Battle of the Mall, Part One!

Please be kind, Please review.

Falcon S. Kimeraki.