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As Guy prepares his strongest technique, Madara notes that this is his opponent's last attack based on his chakra levels. While Naruto and Sasuke awaken and prepare to head back onto the battlefield, Lee and Gaara watched the gruesome battle between Guy and Madara wage on. Meanwhile, Kakashi remembers the first time he and his father met Might Guy and Might Dai at the Academy. While Guy burns his body and radiates a massive aura, similar to a dragon, the Ten-Tails' jinchūriki shows his excitement about this, but quickly becomes shocked by Guy's speed and ability to distort space when he tries to counter-attack. Guy attacks with a powerful kick, which entirely decimates the left side of Madara's upper body, almost killing him, and creates a massive hole in the Shinju. After his last attack, Guy distresses when his heart's pressure point is about to fade, and his body starts to deteriorate. While recovering from the attack, Madara launches one of his black orb intent on being the one to kill Guy, however, Naruto suddenly appears and kicks it back to him. Laying his hand on Guy, the latter's life force begins to return to his body slowly. As Madara notes that the young man had changed, Naruto notes as well, that he indeed felt like he could change the world with his new power.

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With the increasing number of assignments, Danzō appoints Itachi to the rank of captain. Koharu voices her concern at Itachi's promotion, as does Homura. Kakashi warns Itachi not to get involved in any of the political problems of the higher-ups: the latter thanks Kakashi for all his assistance over the last two years. In the Third Training Ground, Tenzō also voices concern for the promotion, but is stopped as Yūgao appears and informs them that she is the replacement in the team. Elsewhere, Itachi informs Danzō that dissatisfaction is beginning to run high within the other members of the Uchiha clan. Back in the Hokage Residence, Hiruzen informs Kakashi that an intruder is entering the village undetected and bypassing the barrier code: in an attempt to find out who it is, Hiruzen tasks Kakashi with exploring all barrier placements to find out more. Within the Uchiha district, a masked man appears to examine the rock, before exiting through a warp portal. In the Academy, Guy watches on at the young students, when Kakashi appears and asks him to come with him. The pair walk through the Uchiha district, where Kakashi notices a change in the atmosphere of the clan members, as if they did not want outsiders there. Elsewhere, Itachi reports to Danzō that the Uchiha intend on revolting. Later, Itachi asks the masked man for assistance and annihilates the clan. The Anbu, being too late for preventing the tragedy, instead are tasked with clearing up the field. At the sametime, Itachi gives a warning to Danzō not to harm his younger brother or confidential information would be leaked to every enemy nation. Before leaving, he asks for a secret meeting with Hiruzen, which talks about his forward intention and his brother's future. Hiruzen decides not to change the barrier code and permits Itachi to enter the village at any point if he is worried for Sasuke's wellbeing. Later, Kakashi is told of his change to become a teacher and that his time in the Anbu is now over.

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