DISCLAIMER! All featured or mentioned fictional entities are from Masashi Kishimoto's manga series Naruto, and Kenji Taira's spin-off series, Rock Lee and His Ninja Pals (Rock Lee's Springtime of Youth). This fan fiction is written purely for entertainment and generates no profit whatsoever.

Based on a headcanon of mine explaining Orochimaru's behavior in the SD continuity. Written for my dear friend Fenikkusu Ai for her birthday. Happy Birthday, J! I'm sorry this is late. Hope you love it, bud!

CURSE OF FAILURE

Somewhere in the heart of a forest, an intrepid weasel pops out of her burrow, surveying her environment before scampering out and across the clearing. Hoping to catch a tasty morsel to bring back to her kits, she takes cover in a stone-laden hole near the base of a tree, not knowing she has just darted into the den of a very mean and miserable snake.

Why is this important to note? Symbolism, mostly. You'll see what we mean a little later.

Thankfully for the weasel, this particular snake is too preoccupied to notice her intrusion, for today he is in the process of shedding his skin.

"Ah…hah…I'm so close…just a little longer…"

With all the gasps and huffs he emits, one would think he were in the middle of receiving fellatio from his medic. But (sadly for Kabuto), such is not the case. Orochimaru is indeed sitting up in bed in his maroon pajamas with the white snakes on them, but even if he were in the mood for it—which he never is—he's too busy trying to spit out the blood pooling in his lungs with every miserable cough and wheeze. Kabuto, meanwhile, rubs his back to help him expectorate.

Orochimaru's pale brow is shiny with sweat even though he hasn't been out in the sunlight in days. He keeps his blazing yellow eyes trained on the door. Straight ahead. That's the only direction that matters, now, even as his host body progressively melts down on him.

Kabuto let him go to search through his ninja info cards. "Yes, finally. How long has it been since the Chūnin Exams…three years? How quickly the time goes," he says softly, personally unsure as to whether he should be relieved or resentful but wise enough to keep his feelings to himself. "That young genin who once trembled before you…he's matured a lot, hasn't he?"

The card in his hand relays the statistics of none other than Orochimaru's current top pupil, Sasuke Uchiha.

"I knew the moment the boy turned his immature Sharingan on me…he had such magnificent eyes, even then," Orochimaru reflects with a grin and a wicked chuckle in spite of his suffering. "Anyone who's developed a Sharingan that strong at his age must be someone special. I knew…he would prove to be an even greater treasure than Itachi."

Kabuto slides him a cool glance that he knows will be ignored. Not that he enjoys seeing his master like this but, ugh. When it isn't Sasuke, it's Itachi. Uchiha this, Sharingan that. With his obsession with either at its peak, it's a wonder Orochimaru has gotten anything else done in the Sound or elsewhere.

Then again, that's what Kabuto is there for. To keep operations going when Orochimaru cannot, or will not.

"Oh yes. I realized at once he was the perfect choice, especially when I saw the pain he carried within him. I knew he would eventually come seek me out…in search of even more power."

Kabuto flips through his cards. "Yes, I remember. It was for that reason that you gave him the Curse Mark and stayed to watch the Chūnin Exams to see if it would bear fruit."

"You mean that business with Anko? Hmhmhmhm…that was just a coincidence," says Orochimaru, recalling with detached amusement and nostalgia the hateful and agonized look in his former student's eyes as she'd held on to the base of her neck, her left hand hastily punctured with the kunai blade she'd proceeded to throw at him in bitter defiance. It's a shame how she'd left him behind, content to pursue mediocrity and squander all the gifts he'd bestowed upon her. Perhaps he should have let her die back there in the Forest of Death, using the Twin Snake Sacrifice Jutsu—one of his techniques—to commit suicide in vain? It wasn't like he'd had any real reason to let her live…

"I always had every intention of striking against the Leaf Village, anyway."

Then again, he'd had no reason to let her die, either.

He drops that subject and licks his lips—clockwise, as he often does—as he recalls Sasuke's performance in the Exams thereafter. How even after he'd been drained of all his chakra, he'd still had the strength and resolve to fight both his opponent and the Curse Mark. At. The same. Time.

"What more can be said? He was perfect." Still, to Kabuto's private chagrin, he can in fact think of more to say. "Having the strength of will to fight off the Curse Mark…having both the Sharingan and the wisdom of knowing when to use it…"

"True. Nothing like combat to excel a ninja's development." By now, Kabuto pours the medicinal powder into his master's tea and mixes it until every last speck of it is totally dissolved. He takes care to offer him his drink with a sprinkle of praise. For all the experimenting he's done on himself, and others, Orochimaru has always been a baby when it came to taking medicine. "You were wise to let him continue in the Exams."

"I suppose so," he answers with feigned humility that he quickly drops. "He did improve, didn't he? He has no more to learn from the Leaf. There's no one else in this world who can train him as well as I can. No one else who so fully understands the darkness that consumes his soul." He briefly shuts up to drink the concoction, his dampened black hair falling off his shoulders in just the right way despite his illness.

"And there's no one else who could make him more like you…is there?" Sometimes Kabuto wonders why it should matter what mindset his prospective host ought to have when Orochimaru's going to take their body and erase their mind, anyway. But he knows better than to question his lord. He takes back the cup once Orochimaru has drained it of its contents, much like how he has drained his host body and will soon drain Sasuke's.

"It's as though the destruction of the Leaf is merely a side benefit," he says with a shrug. "It's time I got your next dose ready. You need to be as strong as possible for the Transference Ritual—"

"Cursed old fool," Orochimaru hisses to himself, another wave of pain and revisited fury washes over him. He grits his teeth at the memory of his own sensei squeezing the last of his strength into the seal that had robbed him of his jutsus. It was long ago, about as long ago as the Exams, but the memory of this transgression against him is still as fresh in his warped mind as is his triumph.

In the end, all Sarutobi had done was delay the inevitable. In fact, in a way, perhaps it'd been a blessing in disguise? Had Orochimaru not been forced to take on Gen'yūmaru's body when he had, he wouldn't have had the pleasure of seeing Sasuke become that much stronger. For him, of course. Save him some of the trouble of developing the Sharingan to its full capacity.

Yes. That's what he tells himself. Soon, none of it will matter.

Another violent coughing fit cuts his reminiscing short, one that forces him over and leaves a hot trail of dark blood trickling out of the corner of his lip.

"Lord Orochimaru!"

He shoots back up and glares at his medic with the lethal wrath of a snake preparing to strike, spitting at him in warning. Even after all this time, Kabuto has to draw back in primal fear. Friend or foe—these boundaries do not exist to a provoked snake, when they have only their fangs and their speed to fall on when under attack.

"What's the matter with you, Kabuto?" he growls, taunting him. His coughs become coarser, raspier, more gurgling. The great white snake is drowning in blood that isn't his. Whether he'll acknowledge it or not, there's actually very little he has that's his and his alone.

"Th-that cough doesn't sound good; are you all right?" Seeing his master's guard drop, Kabuto hurries to his side to resume rubbing his feverish back.

Orochimaru keeps a clammy hand cupped over his bleeding mouth, his voice dropping in volume but rising in force. "Uh…I'm fine…fine! The goal is in sight…I will soon be in a perfect host body…I feel wonderful!"

He says as he begins to cackle and hack up lung tissue. Little wonder he and Sasuke clicked. But at least they've stopped talking about the brat, for the time being. After today, they won't be speaking much more about him at all. That much, Kabuto looks forward to.

"You're at your breaking point," says Kabuto urgently. "If you don't take the Level 10 medicine, there's no more I can do for you. I'll go get the other medicine right away." With considerable reluctance, he stops stroking his master's back and takes the tray out of the room.

Luckily for both of them, Kabuto is a master of multitasking. Once he's safely out of the snake's quarters, he can hurry towards the laboratory and proverbially jerk his master off at the same time.

That thirst for blood…even with his body pushed beyond its limit, he laughs. He endures through sheer strength of will. That's why I'll never leave your side, Lord Orochimaru…I've never seen you so menacing and full of ambition as you are right now. If everything goes as planned, the five Kage and the entire world will grovel in the dust at your feet…

Little does Kabuto know, this will be the last time he'll get to see Orochimaru so menacing or ambitious. One would think that the two would know by now that things seldom go quite as they plan, no matter how airtight the plan seems.

But that's the price one pays for accumulating too much confidence, as Orochimaru will soon find out. Sasuke is a brilliant flame, and Orochimaru is a sickly moth arrogant enough to try to claim him as his.

Yes, more symbolism. See the moth burning to a crisp inside that candle flame over there?

See also the weasel scampering back out of the hole with a mouse in her jaws for her chirping kits. Behind her, an opportunistic snake slithers up behind her, eyes and tongue flickering with hunger as he prepares to take advantage of her distraction to strike.

This pain is the price of reanimation…but it's nothing, less than nothing, when weighed against the greatness that is to come!

Not long after Kabuto disappears, a crackling bolt of blue lightning shoots through the door and interrupts Orochimaru's chuckling, hacking and gloating. It cuts through both his wrists and pins him to the wall behind him. He can't recall ever encountering a chakra of this nature before…

Who here would be so rude as to corner the snake at his lowest point?

He receives his answer by watching his door get sliced to slivers. No other stands on the other side with his sword over his shoulder than Sasuke the avenger.

"Of course it's you," Orochimaru spits. "I knew you'd come for me."

His young protégé stares him down in kind, his eyes dark and cold as his curse mark branches out over his body like black flames of (self-)righteous anger. "There's nothing more you have to teach me, Orochimaru," he states. "Now you'll see I can be heartless. Even to you."

Without even blinking, his eyes flash blood-red, a ring of three tomoe closing in around his target. His Sharingan has burst into full bloom. Even in this moment of peril as he sputters and clings to life with blood dribbling down his arms and staining his sheets, Orochimaru can't help but admire how much the boy has progressed under his tutelage. He has to remind himself that he's in the middle of being betrayed.

Not that he wasn't expecting this. In all of the three years they've been together, Sasuke has never referred to his sensei as "Lord," unlike everyone else here. Some people would try to hide their lack of respect for him out of self-preservation, but not Sasuke. Sasuke has no reason to hide. He's been through too much, and has too much to offer.

Sasuke, indifferent to his suffering and most everything else in the world for the moment, approaches him nice and slow. "I'm stronger than you, now. At this point, I see no reason to just give you my body. Frankly, after spending all this time watching you, it would be the biggest waste."

"A bold statement," the snake hisses, sweat and splashed blood trickling down his hollow cheek, "coming from a nursling Uchiha!"

"Hn. Yes. A nursling was the only kind of Uchiha you could handle. You thought you'd lay claim to me, that you could bind me to you with this Curse Mark. I wanted revenge so badly that I was willing to give up my body to get it. You wanted my body for the Sharingan, but Itachi was out of the question. So you came after me, the baby of the clan. Isn't that right? And they say you're the genius of the Legendary Sannin…"

Orochimaru doesn't answer, wanting so badly to put his student in his place but unable to find a way to break out of his bondage. Does he smell an insult coming on?

Even so, he cannot prepare himself for how Sasuke proceeds to verbally dissect him:

"But it turns out, you're just another run-of-the-mill ninja, and you know it. You're not even in the same league as the Uchiha. Next to the Uchiha, 'genius' like yours looks pretty ordinary. The way you covet our power, the way you fill yourself up with medicines and leap from body to body…it's disgusting. All I see when I look at you is a miserable wretch, scurrying from one hideout to the next, conducting your pathetic experiments, using up people's lives one after the other…for what purpose? To unlock the mysteries of nature?

"Right. You toy with people's lives for the sake of his vain and ridiculous cause of yours…just like…"

Orochimaru's head snaps up. Unfortunately, for all his genius, he never could resist making snide comments about this or that, even when facing down a dangerous opponent such as Sasuke. It makes him feel more powerful to have gotten under the skin of others. Figuratively and literally.

"Just like? Just like who, dear Sasuke? Itachi? Is that why you hate me so? Because I remind you of him? Of what he did to the rest of your clan? Come, now! The only reason these things would bother you is because they remind you of him. No need to get all holier-than-thou. You're just as self-absorbed as you claim I am! Now go on and try to kill me. I've been waiting for this moment all day!"

He anticipates the boy to lose control of his temper any second now, to come charging straight at him with his sword at his side gleaming with the intent to kill. In an instant, all those nights of putting up with Sasuke's sulking, flashbacks and nightmares are forgotten between them.

But no. Sasuke doesn't even flinch at the mention of his brother's name, this time. Nor does he charge. Instead, he keeps his pace steady and his grip on his soon-to-be-former sensei unrelenting. He has him pinned to the wall like the bug he truly is. It's merely a matter now of stripping him of all his useless defenses.

"I'm not going to kill you."

Orochimaru jerks in surprise. "Come again? What's the matter, having second thoughts? I'm disappointed. So much for being heartless."

"No. I'm not going to kill you because I might need you later. Besides, that would be too easy. Too merciful for someone like you, even though I know you fear death above all else. There's something else that you fear just as much…something that you can't so easily escape from…"

Sasuke uses his chakra to drag the writhing snake out of the stained sheets and force him to look into his eyes. Into his Sharingan. As a charmer would force a snake into a deadly trance.

"And that thing is exactly what I'm going to give you, here and now. Instead of fear, you will strike no more than pity and scorn into the hearts of everyone around you, enemy and subordinate alike. Even your lapdog Kabuto will lose all the misplaced respect he had for you and turn on you, like he should have done a long time ago.

"From this moment onward until you inevitably die, you will be so consumed by your grudges and self-entitlements that you will cease to move in any direction, never mind move the windmill or move towards immortality. Even Rock Lee and the others will prove to be too much of a challenge for you.

"You will no longer be able to so much as think of me, the Sharingan, or anything related to the Uchiha without quivering in your boots."

"Wh-why, you little…"

Under other circumstances, Orochimaru would have taken this chance to finally jump out of his decaying body and begin the Reanimation Ritual.

But something's wrong. He can't move. Why can't he move?

All this talking and staring at each other have eaten up all that precious time. The snake was too foolish to realize this was a battle he couldn't win, and now he's been snatched up in the talons of the hawk. The same hawk he'd played a role in raising in hopes of fattening it up to devour later.

Wouldn't you know it, just above them on the earth's surface, a screeching hawk swoops down on the snake before it can overtake the weasel. The snake, though defiant to the end, squirms uselessly in its grasp as it soars across the sky to carry it away to its grim fate.

Such broken power…

"Yes. I will strip you of all your pretenses so that the whole world will see you for what you truly are. A failure."

…

By the time Kabuto comes back with the medicine, Sasuke has already exited the snake's quarters. The ritual ends as quickly as it had begun, much like the snake's life has by the claws of the hawk. The medic freezes upon realizing that the door's been cut to pieces. Much like his master's mind, as he's about to find out.

What on earth? He couldn't have been gone that long…

The two lock eyes. Kabuto can barely suppress the shudder that races through him.

"L-Lord Orochimaru…is that you?"

Sasuke smirks at him, ready to turn his Sharingan on him if need be. "What do you think? I'm leaving, and I'm taking Team Hebi with me. I suggest you don't try to stop me. Or else I won't hesitate to do to you what I've just done to him." He nods to gesture towards the room, now in shambles just like its occupant.

Panic spurring him into action, Kabuto lets Sasuke walk away while he rushes inside to find the great Orochimaru huddled in a shivering fetal position and howling in a new kind of agony. His hair takes on a mangy look as it hides the terror and helpless fury lighting up his yellow eyes.

"Lord Orochimaru! Are you all right?"

"I…I'm not…oh, d-don't just stand there! Go get me one of the prisoners! I need a new body! Hurry, you…you…pinhead!"

Kabuto draws back in a new sort of fear. Pinhead?

What has that ungrateful brat done to him? What sort of dream has he thrust him into?

But there's no time to argue. Whatever genjutsu he's put on his master, surely they can break it by transferring him to a new body? He doesn't want to leave his side again, but he has no choice. His lord is dying and no one else is around to watch him while he heads for the cells.

Then again, Sasuke is not the type to go back and kick a person some more. Unlike Orochimaru. He takes what he'd come to take and then flies away.

Just like the hawk.

And for that reason, the hawk tops the snake on the food chain.

"R—right. Hold on, please hold on. Everyone! First person to volunteer their body to Lord Orochimaru will have their wish granted. No questions asked!"

"Ooh! I'd like a kiss before I do it! A nice deep wet one, right on the ass."

"No."

"Aw, but you just said no questions asked!"

…

"Anyone else care to volunteer? No one else? Ugh, the things I do for…come here, then…"