WARNINGS: Rated M for language, violence, mature themes (e.g. gender norms, sexuality, depression, and social commentary), sexual themes, and specifically shoujo-ai/yuri with a technically gender-bent character as Naruko Uzumaki.

AN: Naruko/FemNaru x Hinata... what isn't to love? I love it, thought I'd share it with everyone I could! So, some things to note are the fact that I won't be using the common bits of Japanese throughout the fic; I am an English-speaker, so I will treat this with the same plan as with fansubs and scanlation translations. So you'll see Byakugan, but not so ka, dattebayou, -san, -chan, etc. Also note that there will be things of a mature nature, without being deliberately grim-dark; Naruko will not be pointlessly sexually assaulted or anything of the sort for instance, but things aren't going to be all sunshine and rainbows, and various social issues may come up. Given character canon ages, I've decided to up them a little, so they're starting around fourteen and the time-skip will put them up to about 18. As such the actual 'yuri' will be postponed until post-timeskip, but there may be bits of shoujo-ai before that. Anyway, I'll end this note already; I'm sure you're all raring and ready to get to reading, so without further ado...

Prologue: Flowers Bloom

"Flowers are stupid!"

The lavender-eyed bluenette looked up from the small arrangement she'd been working on for nearly ten minutes in complete silence at the sound of the all-too-familar obnoxious voice. Hinata Hyuga, heiress of the Hyuga Clan, dressed in an adorable pink kimono of the finest silks, was yet again focused on the most tomboyish, rudest, crudest, and dirtiest girl in all of the Ninja Academy:

Naruko Uzumaki... short uneven blond hair that was clearly cut by hand, dirty T-shirt and shorts that were threadbare, skinny yet with surprisingly bright blue eyes, and those strange birthmarks on her cheeks... and yet again the girl was making a fuss during the flower arrangement special kunoichi class. The teacher was sighing, pinching the bridge of her nose in frustration as she plucked one of the tossed flowers out of the air mid-approach. The other big names in the class – Sakura Haruno and Ino Yamanaka – sighed and rolled their eyes respectively as Naruko turned her back to the table and crossed her arms, pouting as the teacher approached.

"Miss Uzumaki, I have told you time and time again that this is an important part of every kunoichi's training." the teacher stated through grit teeth "This is not the way a proper young kunoichi is supposed to act you know."

"Bleh! Being a kunoichi sucks! The hell can't I just be a ninja and learn how to punch things and make fireballs like the boys?" Naruko shot back indignantly "How the hell is knowing how to make stupid flowers look pretty supposed to teach me how to kick some ass?"

"Watch your language young Miss!"

"Go eat a dick, Teach'!"

Dead... Silence... Hinata looked on in amazement at the girl who'd just stunned an entire room of young girls and a middle-aged Chuunin teacher, the latter currently with her mouth gaping in her shock. A good three seconds passed before the teacher composed herself, and roughly grabbed Naruko by the collar and dragged her up off the ground and towards the door. Obscenities and many weak kicks and punches flew as the indignant young girl was dragged out of the room and down the hallway towards Iruka's classroom, leaving the roomful of girls to giggle and talk amongst themselves.

"Geez! That Naruko is so stupid!" Ino exclaimed in exasperation as she leaned back from her exceptional work in front of her "Every time we have a special class! What is wrong with that girl?"

"I don't know... she is kind of annoying though... so loud..." Sakura muttered back, still quite focused on her arrangement, trying to get everything perfect "Wonder what she's doing here... she's not very good at anything here..."

Hinata kept silent, looking down at her arrangement – damn near perfect with the intended meaning of the arrangement – then looked over at one of the lilies that Naruko had tossed across the room, it's petals hanging on by a thread. She too wondered why Naruko acted the way she did, but unlike the other girls who gossiped around the room, Hinata didn't really think she was annoying, not really anyway. She was different though; she didn't try to be pretty, liked getting down and dirty, was loud and energetic and boisterous... but she was so confident too, and in that Hinata envied her, looked up to her. If only she could be so confident, so determined... maybe she could finally get her father's approval, finally meet his expectations and standards...

Luckily the gossiping died off onto other things, as it always did. They likely would have the rest of the class to themselves – yet again – while Naruko's 'punishment' was determined...

Class was ending for the day, and Naruko was just finishing up cleaning all of Iruka's classroom in it's entirety again. She looked back at Iruka with a scowl though, her blue eyes filled with her righteous fury as Iruka looked on with a scowl of his own. Stupid teacher, Naruko thought, how dare he get wise that she'd run off if left unattended for even a moment! She was really getting sick and tired of these stupid punishments just because she didn't like those stupid 'special' classes and the stupid teacher who taught them. She was just like the rest of the stupid girls in the room, all about looking good and 'acting right', but none of them knew how to throw a decent punch and actually get stuff done! Why couldn't she do the stuff the boys did? They did combat stuff and learned about leadership and all the cool stuff, and that's what she wanted to do, not some dorky flower arranging or tea ceremonies or 'proper etiquette' and all that shit...

"There, done! Can I go now Iruka?" she shouted as she threw the dirty rag across the room, missing the bucket by a mile as she remained indignantly oppositional towards the one authority figure that showed her any kindness, besides 'Grandpa' Sarutobi, the Third Hokage.

"Depends, did you learn your lesson Naruko?" Iruka responded, matching her gaze "You can't speak to your teachers that way-"

"Well what am I supposed to do when they tell me to do stupid shit?"

Iruka's eye twitched, but he held his tongue; this girl really tried his patience, but knowing her situation he couldn't help but cut her some slack now that class was out... even though he knew that he shouldn't.

"Flower arrangement is not stupid, Naruko, it's one of many important skills that kunoichi's learn that help them to take on assignments that require subtlety and tact-"

"But why don't the boys take them, huh?" Naruko spat back, her temper flaring "How come they get to spar all day and learn jutsus while we have to sit in a field or in a room and do all that boring stuff? I don't want to do all that boring stuff; you don't get to become Hokage by arranging pretty flowers y'know!"

Iruka paused there; he wasn't sure how to explain things to the 9-year-old before him. He wasn't a parent, and he wasn't a girl, so he wasn't sure how to explain that that's just what girls learned to do, even non-kunoichi all around the Fire Country. It was the curriculum most importantly, and Iruka had to enforce that, even though he tried to give the girl every leeway that he could, knowing just how rough Naruko had it... he knew what it was like not having parents, but the blond didn't even know who hers were!

"That's just how it is; kunoichi have to learn these things. I know you don't like it but if you want to graduate you have to knock off the language and pay attention in class Naruko." Iruka said, calming down, composing himself as he stood up, making his way over to her "You've pissed off every other teacher besides me you know. Why can't you just be nice and show them the respect they've earned?"

"Why? They clearly don't like me, why should I show them any respect?" Naruko grumbled as she glanced out the window, watching as some of the late-leaving students and parents walked across the view, her expression saddening for but a moment before she put on a fake grin followed by a pout as she remembered she was supposed to be in a bad mood "Whatever, you gonna buy me ramen tonight or what?"

Iruka didn't respond immediately, in part because he had to admit that Naruko was right. Not only did she not have parents, but she was treated as a pariah in her own home, to her own people. All because almost nine years ago... as much as Iruka tried he couldn't be angry with Naruko for something she really had no control over, so maybe that's why he had such a soft spot for her...

"I can't tonight..." he began after a moment, then noticed her expression immediately fall, sighed, and reached for his purse "...but I'll give you some money to go and get some yourself, alright? I know exactly how much it costs so before you ask no, you can't have any more today, got it?"

That brought a smile to the young girl's face, and likewise to Iruka's own. Even with everything going on, everything working against her, the girl could smile over the smallest of things...

As Naruko was leaving – 'Miss Froggy' stuffed with the yen necessary for her usual several bowls of filling Ichiraku ramen – she actually had a skip in her step and a wide, toothy smile on her face. Ramen ramen, oh, how she loved her Ichiraku ramen! That and Ayane, the daughter and heiress to the business, was very friendly and pretty, not like the girls in her class or her kunoichi teacher; she made ramen, so she was cool! Wish she could talk to her more but... well, Ayane was busy and Naruko had to attend the academy, as much as she loathed the stupid kunoichi classes...

"Huh?" Naruko turned as she thought she saw... yeah, there was one of the girls from her class, sitting on the swing that Naruko often sat at "Who was she again...?"

Naruko couldn't remember, but she definitely recognized the blunette sitting there in the pretty pink kimono. Naruko also recognized something she knew all too well; this girl was feeling sad, lonely... she looked just like how Naruko had seen herself in puddles, lakes, the mirror... those distant eyes... though the girl's eyes were a bit odd anyway... how come she hadn't noticed her really before now?

Figuring such a cute girl didn't deserve to feel sad, Naruko put on a wide grin and made her way over, the girl not noticing her at all in the process as she looked down at the ground while she gently swung back and forth on the swing. Wasn't until Naruko had thrust her face right in front of her with her big, foxy grin that the girl finally looked up to see her inches away.

"Hi th-AH!" too close, too close! Naruko clutched at her head as the other girl squeaked and did the same, the two of them having struck foreheads from her swinging, surprising them both "Dammit that hurt! Ah, ah, um, hey, you okay girl? That idiot Iruka keeps saying I have a hard head..."

The blunette couldn't meet her eyes, blushing profusely and clearly embarrassed, but she at least responded by shaking her head no. And once again the foxy grin was back upon the dirty, blond girl's face.

"Good! Hey, wanna come with me to get some ramen?" Naruko asked, holding up Miss Froggy and shaking her to rattle the coins inside "I can pay for it if you do! Iruka gave me lots of money just for ramen at Ichiraku's!"

The blunette shrank down into her seat a bit, nervously poking her pointer fingers together as she shifted just as nervously. Naruko could see it, but she just kept on smiling, not really knowing what else to do. Not like she'd ever really done this sort of thing before; she didn't have any friends after all... never got the chance to ask anyone but Iruka to do stuff before, 'cept Grandpa Sarutobi but that was different, so was Iruka for that matter.

Well, after a while with no response, Naruko figured something a little more direct was in order.

"I take that as a yes!" Naruko declared, grabbing for one of the girl's hands and tugging her off the swing, much to the other girl's surprise as she squeaked out an embarrassed sound suddenly and stumbled "You ever have ramen before?"

If the blunette meant to resist, she wasn't trying very hard, or doing a very good job of it as she was quickly dragged from the academy into the heart of the city...

"THANK YOU FOR THE FOOD!" Naruko practically shouted as the giant bowl of ramen was sent before her, her legs kicking happily on the stool as she dived right into the giant bowl, slurping down a large quantity of noodles before shooting a grin at the girl with her "See? Told you it was good!"

The blunette, whom Naruko still couldn't remember the name of, hadn't even started though, still looking confused after having been dragged through town and had a giant bowl of ramen stuck in front of her. The bowl seemed bigger than her head, let alone her small stomach! Naruko however was rather persuasive, and she eventually caved, and cautiously started in on the giant bowl of ramen. She hadn't really had something at a place such as this, so she wasn't sure how it would taste, but once she tried some... her confusion faded more into surprise, then she slurped down the rest of the noodles that she'd brought to her lips.

"Hah! I told ya!" Naruko exclaimed, feeling quite proud of herself "Gotta eat it fast before it gets cold though; it tastes best when you get it fresh!"

For the first time, Naruko saw the blunette smile, a soft one, and the girl couldn't look her straight in the eyes, and still hadn't spoken, but to Naruko the fact that she was smiling was good enough. Nobody as cute and sweet as... uh... this blue-haired girl should ever feel sad! If Naruko had her way, nobody ever would...

"LADY HINATA!"

Both of the girls – and the others at the stall for that matter – turned as a shinobi appeared out of thin air with such speed that the opening of the stall was sent aflutter from the air he generated. The long-haired man with lavender eyes looked serious, hurried, and immediately looked at the blue-haired girl, then to Naruko... and Naruko saw him tense immediately, as if he recognized her like so many seemed to, followed by the look of... hatred? Disdain? Naruko knew that this man didn't like her and they hadn't even talked...

"Lady Hinata! You know better than to leave into the city without an escort!" the man began, chastising the blue-haired... Hinata, whom was again in a poor mood, her ramen ignored for now "Your father is expecting you and it is unwise to keep him waiting."

"Hey, she just started eating? Can't she... do..." Naruko interrupted, but quelled it as the man outright glared at her, the veins around his eyes doing something strange... to which Naruko growled and turned to face him "What's up with your face? Just let... let Hinata here finish her ramen!"

"This is a family matter; you have no say and no place here." the man said with cold demeanor – his words carrying a bit more weight than before, and Naruko could gather the real message in his words "Lady Hinata, I must insist we leave immediately."

Hinata for her part looked nervously between Naruko and the branch-house servant of the Hyuga Clan, but ultimately gave a soft affirmation and quickly leaped down from the high stool, her head down as she left the ramen stall. Naruko was... unsurprisingly not stunned. Wasn't the first time this had happened, likely wasn't going to be the last either. Now that was just one more girl in her class who wouldn't talk to her...

Glancing back at her half-eaten ramen, then over to what was previously Hinata's...

"Gramps? Can I get these to go? I'm not hungry right now..."

Yet again... flower arrangement. Apparently they had to schedule another lesson because 'someone' disrupted the teaching of the previous one. Much to Naruko's chagrin, loathing, and disdain, the teacher decided to keep a very close eye on her this time, and made sure to criticize her every chance she got to for doing something even slightly less than perfect. Naruko was really getting sick and goddamn tired of...

Naruko's brow furrowed, and she shot a glance sideways across the room, catching the lavender eyes of Hinata looking at her. Not like the others were, with a mix of frustration and amusement, but with... what was that? It reminded her of Grandpa, and Iruka sometimes... what was the word?

Naruko yelped as the back of her knuckles was rapped once with the empty sheath of a ninja-to, which stung like a-

"Bitch! That hurts y'know!" Naruko cried out as she was brought crashing back to awareness of the kunoichi teacher in front of her, who clearly didn't appreciate being called a 'bitch'.

"Your language young lady! You have disrupted, derailed, and demeaned every one of the special classes we've had so far, now today you will learn or you will leave, do you understand me?" the woman spat back with the utmost vitriol, still wielding the hard sheath menacingly "Failures like you don't get to become kunoichi, and rightly so."

"I'm not a failure just because I think flower arranging is a stupid waste of-GAH-AHD DAMMIT THAT HURTS!" interrupted mid-complaint by another strike to the knuckles, harder than the first, Naruko actually fell out of her seat clutching her hand this time, and could have swore she heard a familiar surprised squeak from the crowd of girls in the room...

"That is it. You have until I come back from speaking with Iruka, Miss Uzumaki, to demonstrate the propensity to behave yourself and work properly." the kunoichi teacher asserted as her footsteps and stride took her to the door, which was roughly pulled open "If you cannot demonstrate that then I will fail you immediately!"

And then the door was slammed shut so loudly it echoed around the small room, silence reigning amongst the girls... for but a moment anyway. Soon they were chatting and gossiping once more, many of them even about Naruko and what had just transpired. Naruko too was for once stunned to silence; she'd fail if she didn't get this done? How the hell was that fair?! What the hell did this even have to do with being a ninja anyway?! The blond grit her teeth and clenched her fist, rage coursing through her as she stared at the damn bouquet of flowers before her and her empty... wait, not empty, not now... why was it silent again?

Glancing up, Naruko saw a familiar pink kimono leading into lavender eyes and short blue hair, the shy girl blushing profusely as she began to work on Naruko's own arrangement. The dumbfounded look on Naruko's face must have been just as amazing as the idea that someone was... actually helping her? Iruka and Grandpa she could understand, but someone her own age, and this shy and cute too?

"I-I..." the girl stuttered in a feather-soft voice, eyes focused on the arrangement slowly coming together "I... th-thanks... for yesterday..."

Naruko blinked, not sure if she'd heard right. She... was thanking her? For taking her to eat ramen she barely got a taste of and for getting in trouble with her father most likely? The world around faded out, the gossiping and the staring of the other girls in the room, her eyes entirely focused on the blunette as something in her heart started to feel warm... hope? Was that what it was?

"H-Hey, no sweat!" Naruko replied, grinning and then chuckling, not sure what she should say "Uh... you uh... um... you know this stuff?"

"Y-Yes. I s-study it at home too..." Hinata responded, blushing more as she worked "Um... each flower has a special meaning... and how you arrange them says something different with each placement... and some flowers, um, have special uses for... medicine... and poisons..."

"Huh? They do? I just thought they looked pretty and smelled nice..."

"Um... they do, b-but some help heal wounds, prevent infection, others can, um, make you sick...um..."

Inside, Hinata was quite as happy as she was embarrassed. Naruko was outgoing, outspoken, straightforward... and most of all, she was the first person to ever stand up to her, and treat her like an equal, not hold her on a pedestal or look down on her in disappointment... Naruko was... she was cool, and it brought a smile to her face to see that big, toothy grin of the blond-haired girl with whisker birthmarks on her face...

Unsurprisingly, the special kunoichi teacher was dumbfounded to see that Naruko had an arrangement done fairly properly before her. Iruka however was more surprised – and pleased to see – that the young girl was working with another student. Neither was surprised when Naruko shot off at the mouth with a giant grin on her face, and ended up getting in trouble, but the blond was laughing the entire while, her spirits not getting the least bit down... and such spirits were mirrored by a red-faced blunette in the group of fellow students in the room.

End Prologue

AN: This was written in about 3 hours time yesterday, no beta reader, so keep that in mind if/when you review. I hope to continue this, possibly get a beta-reader to assist, but last time I was here I didn't use one and it went rather well so... we'll see.

Anyway, until next time!

-A.W.R. II