I don't own Naruto, Kabuto or Orochimaru. If I did, Naruto would be a very different series. Special thanks to Shihana for being my beta.

"Kabuto…"

He was fairly certain he was going crazy.

"Kabuto."

It had to be that. There was no other reason why he would hear his name being whispered every time he fell asleep, drawing him back to the waking world. There was no other reason for him to hear a voice calling to him as he walked through the forest during the day or as he returned home at night. There was simply no other reason.

This time it occurred as he was getting ready for bed after a hard day of training. He had taken to living in one of the old hideouts that had served his master well until spies discovered it and they had been forced to move. It was abandoned now, by all except the animals who had invited themselves in - he left them alone. The building was perfect for him. He knew the layout, he even slept in his old room, and no one would suspect that someone had moved back in. But it was somewhat creepy, to be in there by himself.

"Kabuto, why won't you answer me?" There was a pout in the voice today. "Why do you ignore me as if I am not here, speaking with you? You see me every time you see your own reflection. What good does it do to pretend I'm not here, hm?"

The first time he heard voice was about two months after the assimilation. At first he had ignored it in earnest, believing it to be some remnant of a dream, or perhaps his own tired mind playing tricks on him. After all, he was working tirelessly to make himself strong, to ensure that he would stay himself.

"It's awfully boring to look through your mind and memories for days on end if I cannot even discuss them with you."

However, over time, it had become harder to dismiss. He would hear the voice on days when he was fully rested. In fact, it seemed to be growing louder every time he heard it. Ignoring it became less about simply not paying attention, but about actively trying to block it out. Which was what he was currently attempting to do, as he lay down in his bed and closed his eyes.

"I can show you memories that even you've forgotten, if only you would let me."

He squeezed his eyes shut a little tighter. The voice couldn't belong to the master who had died and left him by himself, with no one to serve and no where to go. Because when he had assimilated, it was only his master's body he had taken into himself. His soul and consciousness were long gone, lost somewhere in the Uchiha child who had taken his master's life.

"But I'm right here with you, Kabuto…"

A memory came flooding back to him, warm and unwanted. Following his master to his room one night, then embraces and kisses and his master sliding over him like a hot, sticky fever. He cried out in frustration and scattered the memory, sitting up in bed and reaching up to hold his head.

"You see?"

Since it was impossible that his master was speaking to him, the only other logical conclusion was that he was rapidly losing his grip on whatever sanity he had. Had assimilating with a corpse caused a chemical imbalance within him somehow? It was possible. Or perhaps he was simply being driven mad with grief? Losing the man had more emotional impact on him than he would care to believe. When the Uchiha had shown him the murder, it had been the worst feeling he had ever experienced, far worse than any physical pain. It would make sense then. He was slowly becoming deranged by his sense of loss, not just of his master whom he had loved, but of everything he had worked for. The death of his master had meant the death of Sound, the only village he had ever considered his home. Being in this setting only made it worse, a constant reminder of what his life used to be like.

Another memory was suddenly forced upon him. The day he had first completed a successful spy mission for his master, who had only recently freed him from being the puppet of another man. Sound was new and young and thriving back then, having just been established. He was in a bow before the Sannin, eyes fixed to the floor, reciting what he had learned about the target during the mission. When he thought he could get away with it, he had chanced a look up at the man. To his surprise, he had been smiling warmly down at him. He had returned the expression hesitantly, but it widened when his master held something out to him. His new headband…he could still remember the pride he had felt that day as if it had happened recently and not years ago.

"I was proud of you too. You were such a skilled young spy, weren't you? "

Something in him snapped.

"Please." He finally cried out, acknowledging the voice for the first time ever. His own voice echoed loudly in the room. "Please, if you really are Orochimaru-sama, just please…stop this. You're driving me into madness. It's making me weak. If you keep this up, you're going to get us both killed."

A dark, surprised chuckle invaded his mind.

"It is not my fault that you're hearing voices. It is not my fault that you're mad. You produced me."

"Are you trying to tell me that I really am mad? That you really are just a voice in my head?" He asked aloud into the nothingness.

"As if your subconscious would admit to such a thing."

"Are you really Orochimaru-sama, then? How is that be possible?"

"I didn't say that either. Don't put words in my mouth, boy."

He didn't reply. A sense of paranoia was creeping up on him. He tossed his covers off and got out of his bed. He wasn't going to get any sleep now. Maybe taking a walk through the winding hallways would help to clear his mind. He opened the door to his room and walked out, pausing to get a candle. As he stepped out into the hallway, the cold draft of the night hit him. At least that would give him something to concentrate on.

All was quiet for a while. The only noise in the old Sound hideout was created by his footsteps on the chilled stone floor and the occasional fleeing rat. But he was waiting. He knew the voice would make another remark to him soon, he just knew it, and he was ready for it. Half an hour passed and then an hour. His eyelids were beginning to droop with weariness. He had walked through the hallways three times without a word being said. Instead of being comforting, it only served to increase his unease. So the voice wasn't going to speak to him now? He wasn't going to play this game.

"Don't think I don't know what you're trying to do, Orochimaru-sama. I don't know how it's possible, but I know you too well. You're trying to push me over the edge aren't you? And then when I'm at my weakest, you'll take this body over and make your comeback."

He laughed loudly.

"Well too bad. It's not going to work, Orochimaru-sama. I offered you this body once before, and at the time you didn't want it. I'm going to fight against you with everything I have. This is my body, and I'm tired of being used. It's time I start living for myself."

Only silence followed. He sighed to himself. Then…

"I'm sure I would have been very impressed by your speech, were I alive to hear it."

"…So there you are. You're speaking to me again, so you must have heard what I had to say."

"It's not as though I'm really your master. Poor deluded child. You missed him so much that you not only mutilated yourself, but you're pretending to hear his voice too. How sad."

That was not what he had expected to hear. "You're lying." He said tiredly. "Please, just leave me alone. I don't deserve this. I was a good servant to you. I was always loyal and I put your dreams first, even ahead of mine. There were some times I even thought you cared for me…"

He felt a memory overtake him once again. A short one. His master stroking his hair, smiling down at him.

"You were always my favorite, Kabuto."

It was enough to bring him to tears, tears of confusion and grief and anger.

"Shut up." He whispered, clutching his head.

"It must not be easy for you. You wish to hear my voice again, to feel my touch." The words were not sympathetic, but amused. "How long has it been since anyone has touched you? Since he died?"

'Longer than that,' he thought bitterly to himself, but then realized that it mattered not whether he had spoken the words out loud, since the person he was speaking with resided in his own mind.

"I see. In that case, I apologize. I'm very sorry for neglecting you. Allow me to make it up to you…"

He didn't like the turn this was taking. He had indulged himself too long by carrying on a conversation with himself, pretending that it was really his master. It was better to ignore it and carry on with his training. But still, he responded. "There's nothing you can do for me now."

"Nothing? Let me make you feel good again, like he…like I used to. Let me ease your grief…" The remembrance forced upon him this time was much less subtle than the last. A memory of his master above him, face flushed, a fine sheen of sweat on his body. He could hear the echoes his own panting below his master.

The sudden quickness of his own, real breath him back to the real world and he tried his best to clear his head. "I'm warning you. Stop…"

"Do you really want me to? I was silent because I thought that was what you wanted, and yet you began speaking to me again first…"

"I knew you weren't going to leave me alone, you were going to wait until I was falling asleep, to wake me up, to drive me crazy…"

"That's not your only reason. Look at where you are, Kabuto."

He noticed where he had stopped and felt a chill. It was his master's old room. Not only that, but he had been clutching onto the doorknob without realizing what he was doing.

"Stop, please…"

"Give in. It's just this once, and I'm just a voice in your head. "

"Are you really?" He asked pointlessly as he twisted the doorknob and slowly opened the door. He wasn't feeling well, he needed to lay down and he wouldn't make it back to his own room.

"Come on, Kabuto." The voice had turned seductive. He didn't know what to do anymore. He weakly sank down into his master's old bed, ignoring the dust that had been stirred up by the action.

"Good boy," the voice purred, "that's just where you belong."

He shivered. He couldn't deny the effect that his master's voice was having on him. And being in his bed, the scent of the man faintly lingering around the room… This was twisted and he was sick, sick for even considering giving in to his mental illness, the voice, the sign of his insanity. But giving into that voice had been a sign of his insanity even back when the voice possessed a living body. What had really changed? What harm could it do to indulge, just this once? Tomorrow he would go back to ignoring it.

"Just this once." He reiterated out loud, though he had meant to say "no."

He could hear the smile in the voice, "then let's begin."

Almost as though it had a will of it's own, his right hand lifted to his lips and he gently placed a kiss on the scales.

"I've missed you, Orochimaru-sama."

The hand caressed his face, rubbing over the similar scales near his right eye, then over smooth skin. The touch was feather light and caused the flesh to itch. He could hear laughter.

"My poor, deluded child."

It slid down his body and he was already spreading his legs, already gasping before anything has even happened. But he didn't have to wait for long as it snaked it's way under the fabric of his pants.

"Orochimaru-sama…"

"It has been far too long, hasn't it?"

He panted as he felt his own hand close over his aching arousal. It felt as though someone else was touching him. In his mind he could see the older man over him, looking down at him, long black hair hanging in his face, like silk. It was so realistic that he reached out with his free hand to touch the inky strands.

"Orochimaru-sama, I…" His breath hitched, cutting him off.

"Shh, you don't have to say anything. Just relax, hm? Tomorrow you'll go back to ignoring me." His master's voice said, almost kindly. The hand he had outstretched was taken into a cold grip.

He obeyed. He said no more, merely staring up at the false, beautiful image of his master and giving himself into the pleasure of the other man's touch. For he had no doubt in his mind now that it was his master who was in fact touching him. And as much as he would have liked to deny it, he fully welcomed that touch. It really had been far too long. So he closed his eyes and gave himself into it completely.

It was morning when he was roused to consciousness in the way he had become accustomed to, the whispering of his name in the otherwise soundless room.

"Kabuto…"

Still somewhere between wakefulness and slumber, he pressed his head further into the pillow, inhaling deeply the nostalgic scent of the man who had once rested on it.

"Kabuto."

Even though for the time being he was content to ignore the voice, something else made him shake off his grogginess and open his eyes. Something felt off, wrong. His body felt strange. There was a dull, burning sensation on the right side of his torso. With a wince, he slowly sat up in bed and pushed the covers down. It was too dark to tell what was wrong, so he brushed a hand over where he estimated the pain was coming from.

He felt his heart nearly stop. He inhaled sharply.

Half of his torso was entirely covered with newly developing scales.

From out of the silence, he could hear soft laughter.