Author's Note: This takes place after the fight between the three Sanin, when Kabuto and Orochimaru failed to get Tsunade to heal Orochimaru's arms.

/Kabuto…if you intend to stop me…you'll have to kill Sasuke right away…/

/You cannot kill me… you are strong, but only about as much as Kakashi…/

Sometimes, Orochimaru-sama was intentionally cruel, it seemed. After all of these years, to say such things to him… and yet he had thought of those very words as he stared down from the high rooftop at the two legendary Sanin that stood not far from one another. What was he contemplating? Waiting a little longer? Letting his master get hurt before he stepped in? Impossible. Unthinkable. He needed the Sanin, and Orochimaru needed him.

Kabuto could hear his master's screams from his room down the hall, and he got up at once. It wouldn't do to have another mess to clean up this early—blood was –so- hard to get out of things. His chest ached when he thought of their failure. They'd been beaten—humiliated, and forced to retreat worse off then they were before. If only Orochimaru still had use of his arms…

The room was dark, and he had to let his eyes adjust to it before he made out the silhouette of his master sitting up on his bed. Orochimaru's golden eyes were narrow, and they settled on the medic with intent to kill—but it wasn't meant for him.

"Kabuto," The snake rasped, panting heavily, "That medicine—it's worthless! Gahh… This pain… Damn it." Dark patches that were blood had seeped through the white bandages from all over, but Orochimaru's long slender fingers barely twitched, even as his face grimaced with unhidden agony. The silver-haired ninja stepped close to the bed, fearless of the man that had struck down an underling the previous night—as if it might help alleviate the pain. Kabuto stepped closer to the bed, adjusting his glasses to catch the dim light from the window.

"Orochimaru-sama, it's the best and strongest that I can make right now. When we're back we can—"

"I don't want to wait! ...Give me… something…"

"Anymore and you'll die…!" Kabuto kept from raising his voice, but it was hard. His master closed his eyes, giving another heart-wrenching groan that filled the room. Uselessly, his fingers twitched. A fine sweat had broken out all over his master's pale body, dampening his clothes. When he looked up at his medic, some of his long black hair clung to the sides of his face. His body trembled ever so slightly, and his breathing was ragged. It was painful. For both of them. Orochimaru, Kabuto's all-powerful and conniving master with the cruel tongue was reduced to this—this writhing mass of pain. But he had gotten these injuries in a battle of a level that Kabuto could not even fathom, and he had come out of it victorious. In his mind, Orochimaru was still absolute. The golden eyes that bored into his right now were those of a strange trust borne of necessity and years of companionship. Orochimaru used his minions as pawns, and Kabuto was simply the one who was strong enough to survive.

The Soundnin pushed his glasses up on his nose, sighing. "There is something I can do for you…" He said in a low voice. Orochimaru's eyebrows rose when the glasses came off, setting on the bedside table with a light clink. Only an idiot slept without being prepared when away from home, so he had to unlatch the pouch from his waist, and his thigh, letting them fall to the ground. His waist sash came next, followed by his over shirt. His master seemed almost amused, a wry smile breaking his pained expression.

"What's this?" The snake Sanin asked, his voice rougher than usual. "What are you thinking, Kabuto? To distract me?"

"You should have more faith in your medic than that, Orochimaru-sama." Kabuto replied, his wicked smile only farther amusing the dark-haired man. Off went the undershirt, baring his pale chest and stomach to the moonlight seeping in through the window. Orochimaru made a small sound, more of frustration than pain. His fingers twitched as the silver-haired nin bowed his head so that his bangs hid his expression when he slipped his fingers under the waistline of his pants. It wouldn't do to have his master see that little bit of amusement his face held, at Oro's obvious want to touch him. It thrilled him, too, just knowing that he would want to.

"Enough. Do something already, or I'm going to hurt you." His master said at last, his patience running thin as the dark blue pants ever-so-slowly revealed pale hips, to smooth toned legs. "Are you testing me?"

"A little. I'm sorry Orochimaru-sama; you'll feel better in a moment." Sweat dampened sheets were pulled back, and Kabuto crawled onto the bed to straddle his master's hips. Slowly, he pressed Orochimaru's shoulders back so that the other lay on his back in the bed. Golden, snake-like eyes narrowed in question as he prepared the jutsu with the hand-signs, but surprisingly—Orochimaru didn't resist at all.

/But I trust you, Kabuto, from the bottom of my heart. Your loyalty…/

He smiled as the blue chakara lined his hands.

"What are you going to do, cut them off?" The Sanin rasped, his smirk secure in his safety. Cool fingertips touched the lines of the rotting skin and fresh skin, and his master's back arched. Clenching his jaw tightly, Orochimaru gave a groan that was more of a growl, closing his eyes. Then, all at once, his body fell into relaxation. "Ohh…Kabuto… what did you do?" He nearly whispered, opening his eyes. His medic brushed the bangs clinging to his pale face away, fingers feeling like soothing ice to the feverish ninja.

"Just a little relocation and dislocation of nerves. You'll be fine in another few hours, but this will dull the pain for a bit. I can't do this more than once." Kabuto said. His master nodded, relieved, but then he smiled again.

"Then why disrobe?"

"I thought I could help distract you so that you'll sleep by the time it wears off." And his long-fingered hands splayed out over the other ninja's chest, brushing the robe from Orochimaru's shoulders and opening the rest of it. His master's body was slender and toned, it would be even without the genjutsu he used to keep it looking like his original. Oro preferred young men in their prime, full of power and beauty for his hosts. Getting onto his hands and knees, Kabuto leaned down to run his wet tongue along Orochimaru's collarbone. Though his tongue was warm, to his master it was a cool escape from his fever, and as the saliva cooled in the air, he gave a sigh.

"Perhaps… I ought to have you come in and give me a tongue bath whenever I feel feverish." He remarked with a smirk, eyes half closed. Kabuto chuckled as his tongue circled one pale pink nipple.

"Perhaps… but then… yours is so much more suited to that." He quipped as he moved to the other side. He felt something brush his calf, and he looked to his side to see Orochimaru's hand twitch, smearing blood on Kabuto's bare skin. "Trying to move? I wouldn't suggest it, Orochimaru-sama."

"B-Brat…"

"Hai…" Kabuto agreed, but all of that was forgotten as his tongue left a wet trail to glisten in the moonlight down Orochimaru's stomach. The older ninja's body tensed a little, and he gave a sound of approval when Kabuto gently pressed his hands on his hips. "Wouldn't want you getting carried away before I'm ready."

"You're bordering on insolence, Kabuto." Orochimaru warned, chuckling.

"I know… you can punish me later, after you've switched." The silver haired one said boldly. He might regret it later, but if it got him lenience this time it would be worth it. Probably. It did work, and Orochimaru relaxed again, pressing his head back into the pillow as his medic's skillful tongue ran the length of his burning member.

Orochimaru's fingers were delightfully numb as he reached up to grab a hold of Kabuto's hair-band, ripping it off so that the soundnin's hair fell down around his face. His favorite made a slight sound of disapproval, both at the blood now in his hair and the hair that had been pulled out by the quick removal of the tie, but as his mouth was otherwise occupied, he didn't get much of a chance to say anything.

It was Orochimaru's turn to sound disappointed when Kabuto pulled back, licking his lips like a sated cat. He brushed some of his hair behind his ears and sat up, resting his hands on Orochimaru's hips, settling his weight on his legs that straddled his master. With one hand he reached back, guiding his master's ready member to his unprepared passage. It wouldn't be the first time without preparation, nor would it be the last—villains often had little time for simple pleasures. Another good use for Kabuto's 'special ability', for he was already gathering the chakara. None-the-less, Kabuto closed his eyes tightly as he sank down on Orochimaru's rigid member, gasping in pain. His master groaned, and the silver-haired ninja felt hands hold onto his ankles with a weak grip.

"I s-said… it would be best if…"

"Shut up…and keep up… that unmentionable jutsu of yours…" To accentuate this, the Sanin gave his hips a decidedly upward jerk, and Kabuto grit his teeth, a groan escaping him anyway as his head fell back and his body went rigid. His pale chest rose and fell swiftly, and he swallowed as he settled all the way. His skin was still cool against Orochimaru's, the Sanin's hips and thighs seeming to burn his supple backside and thighs. The black-haired ninja almost closed his golden eyes as he felt the effects of his medic's unnatural skills, the healing not only making the silver-haired one feel better. In a moment Kabuto was ready to move. Resting his hands on the older ninja's waist, he leaned forward as he lifted his body—almost withdrawing Orochimaru's member from himself completely before he fell back onto it with another gasp—but this was not so painful.

"Uhn…" The medic's dark gray eyes closed as he repeated this move, holding back nothing, with little regard to his own comfort. His own healing skill kept most of the pain away, but not all. Never all. Temperature rose in the small room, filled with pants and groans of the two occupants, sweat glistening off their bodies in the dim light. Orochimaru preferred to make love—scratch that, for the snake Sanin did not 'make love', he preferred to fuck without restraint, so his medic spared nothing. Each time he fell back created an audible smack of flesh, earning him a grunt or groan from his master. The hands on his ankles moved to his thighs, nails digging in as the silver-haired Soundnin kept his pace. The nails broke his skin, anchoring Kabuto as Orochimaru's hips moved in response to his own. It wasn't enough for the snake ninja to simply lay there and be used, of course.

Kabuto's eyes flew open wide as he unexpectedly felt Orochimaru's right hand on the back of his head, pulling him forward enough to press his lips to the genin's. With a small amount of difficulty, he continued his pace uninterrupted, until his master's tongue slipped into his mouth—invading his throat. He fought not to gag, but he did anyway, and Orochimaru chuckled as he withdrew the deadly tongue. Kabuto's face was crimson with embarrassment and strain, his eyes half-lidded and filled with lust and pain. He shuddered as Orochimaru's tongue stroked his cheek, humming a little as he continued the movement his master had never stopped. The hand left the back of his head, and he sat up a little to better continue. His master's tongue traced his collarbone—like a mockery of Kabuto's actions earlier. It circled his right nipple, earning a sigh from the genin.

Kabuto knew that the jutsu he'd used on Orochimaru's arms was fading fast, so he increased the pace. It forced him to give a sound at every move, though he tried to keep quiet, he knew Orochimaru preferred this. Actually, so did he, but this was an inn after all, and not their private quarters. Feeling the wetness on his own painfully neglected member was so unexpected that he gave a sharp cry. His master chuckled again as his tongue wrapped the weeping member, teasing mercilessly as his medic shuddered all over. It didn't take long that way, and Kabuto came unexpectedly hard. His healed passage closed in around the Sanin, and as his tongue released the swiftly softening member as he closed his eyes, giving in to his own release with a loud groan. A warm knot settled in Kabuto's chest as he heard it, smiling to himself. He was the only one to hear such an expression from this legendary Sanin. Without regaining his breath, the Soundnin reached to the side, picking up his discarded sash and cleaning the essence of their mess as well as the sweat from their bodies. Standing with a slight wince, he walked to the corner and reached high to grab the blankets from a shelf.

"Oh, don't stretch like that. You're making me want you again, and I'm so tired…" Orochimaru smirked, and it was returned by his silver-haired medic. Dutifully he changed the sheets, Orochimaru's robe, and re-bandaged his arms. With a sigh, he fell onto the bed, mindful of his master's arm, and rest his head on the Sanin's chest.

"…..Kabuto."

"Mm?"

"Get off." It wasn't harsh, or threatening. A statement.

"In a moment, please Orochimaru-sama… the chakara it took to heal myself was taxing, and then fixing the sheets and your bandages…" He led off, stifling a yawn.

"….Fine." The snake ninja huffed. Kabuto didn't let the smile touch his lips as he listened to Oro's heart beat, gathering the energy and will to leave.

They fell asleep together, but by the time the sun peeked in through the window to touch the snake Sanin's pale face, his medic was gone. And his arms were killing him.