Danger! Sage Mode Limit Reached

Naruto flings a Wind Release: Rasenshuriken at the four surviving Paths, expanding it at the last instant to wipe out the Human Path. As his senjutsu starts to fade and the shared Rinnegan vision keeps him from fighting the others openly, Shima raises a dust cloud to blind Pain and Fukasaku hurls Gamabunta toward Naruto, letting the toad swallow both Naruto and the Animal Path. Hidden from the other Paths, Naruto forms his Spiralling Serial Spheres and destroys the Animal Path before Gamabunta spits them out, at which point his Sage Mode lapses for lack of natural energy.

The Deva Path presses the attack, expecting an easy win, but Naruto tosses his scroll to Fukasaku, who summons a clone that had been storing natural energy at Mount Myōboku. Naruto dispels it, absorbs the gathered senjutsu, and returns to Sage Mode. Fukasaku explains this is Naruto's clever way around the mode's five-minute limit, since the Nine-Tails prevents the toads from fusing with him. Naruto's next Rasenshuriken is soaked up by the Preta Path, and he realizes the Naraka Path is reviving fallen bodies with its King of Hell technique.

Naruto devises a plan, creating two clones that form Rasengan and drop red smoke pellets. One clone disguises itself as a Rasenshuriken so the Preta Path tries to absorb it, then reverts to clone form to strike, exploiting that Path's weakness to physical blows. Naruto then hurls the genuine Rasenshuriken through the smoke at the now-unguarded Deva Path, but Pain repels it with Shinra Tensei. The real Naruto, having leapt up through the smoke, lands on the Naraka Path and shatters it with his Spiralling Serial Spheres. Pain's recharged Shinra Tensei then blasts back Naruto and the giant toads, leaving him to face the final two Paths alone.

Naruto destroys the Human Path, the Animal Path, and finally the Naraka Path across the fight. He circumvents Sage Mode's five-minute limit by absorbing a stored clone's gathered senjutsu through his summoned scroll. Pain repels the toads with Shinra Tensei, leaving Naruto to confront the last two Paths by himself.

The episode belongs to Pain's Assault and adapts manga chapters 432, 433, and 434. Its opening theme is A World That Was Transparent and the ending theme is Bicycle. It aired in Japan on June 10, 2010, and in English on January 8, 2013.