After realizing Naruto was fighting the Akatsuki's leader, Pain, alone, Hinata attempts to aid him in his battle. However, she is halted by Kō, who tells her that she will only be a burden to Naruto. Hinata seemingly accepts his words, but after Naruto is pierced to the ground by Pain, Hinata immediately rushes to his side, despite knowing the grim odds. Naruto pleads with Hinata, telling her to flee for the sake of her own life, but Hinata refuses. She tells him that she is unafraid of death; If it is to protect him, she has no worry. She then finally confesses her love to him, which shocks Naruto. Hinata proceeds to attack Pain, but is easily defeated before being pierced by one of his rods. After seeing Hinata get stabbed, Naruto becomes enraged and transforms into the Kyubi, growing six tails and later nine.