A/N: I do not own Naruto or any of the characters in this fic.

Kusagakure--Grass Village

Kusanin--Grass Ninja

Takigakure--Waterfall Village

Otogakure--Sound Village

Otonin--Sound Ninja

-sama--respectful title, closely translates to "lord"

Shikumi no Jutsu--Orochimaru's "Killing Intent" technique.

Kusagakure would burn by morning. The fires had engulfed the dry plains that covered the country, and the glowing orange halo widened with every passing second. In the center of the ring, the village itself was a bloodshot and pulsing crimson eye, splattered with charred ruins. The fires, though, were the least of the Kusanin's worries as the vicious Otonin tore into them.

The residents of Takigakure—the so-called allies of the Kusanin—had known of the Otonin and had decided not to interfere. It had seemed to be the wisest choice. Their leader had seen the ninja slipping like shadows around the outskirts of his village. But he had also seen the wreckage of those places whose residents had opposed Orochimaru in the past. Blood had so soaked the earth that plants could not grow, even after weeks of healing.

Best to leave them alone.

Four hours, Kabuto thought. We've been fighting for four straight hours.

He paused to wipe a slimy mixture of soot and blood off of his glasses. Scowling, he turned his weary eyes to the clock tower in the center of Kusagakure. Its face glowed like a sickly moon through the smoke-clogged air. It was a miserable machine with a voice to match; its chimes were labor pains.

Shortly after the clock sang its hourly song, it choked out one loud, somehow sour strike. He heard glass shatter and metal scream. Debris formed dark spots in the haze, and eventually, the jagged skeleton of the clock jutted out of the clearing smoke.

Kabuto mentally thanked the clock's assassin and turned his attention to an attacking Kusanin. He flicked a kunai at his enemy, and it hit its mark, tearing through the thin flesh of the neck. Dark blood spurted from the slain man's jugular vein as he fell.

Smoke wormed its way into Kabuto's throat, causing him to hack and wheeze. With a disgusted snarl, he wiped his forehead with the back of his hand, leaving a streak of filth. Kabuto flopped on the ground and leaned against a tree, closing his eyes. He winced as he felt hot sweat creeping from his scalp to his shoulders to his back.

His gray-white hair was matted with gore, turning it into a sticky nest. Filthy clothes hung in tatters from his equally filthy body. His muscles were beginning to cramp, sending bursts of sharp pain up his calves and thighs.

For the first time in his life, Kabuto cursed his master. Orochimaru hadn't thought the invasion through. They had been on the move for days and had attacked the Kusagakure without more than an hour's rest. That had been a major tactical error. And when the sheer number of Kusanin was taken into account, it seemed that the Otonin were doomed to failure. This had not been the case in the end, but that was not something Orochimaru could have known. It was just...stupid. A stupid idea and a stupid plan of attack.

The battle was coming to an end. The Otonin had skill on their side, and the Kusanin's numbers were dwindling. Kabuto decided that it was time to regroup and head back to the center of Kusagakure. He was done.

He had been assigned to fight on the outskirts of the village, far to the west. It was exceedingly odd that he was placed in an area with so few enemies; he was, after all, one of the most skilled shinobi in the village. He could only suppose that Orochimaru had his reasons.

What had bothered him more was that Sasuke, the precious vessel, had been sent out to fight alone as soon as they had arrived. He was in charge of the eastern border, which was the most crucial and dangerous part of the invasion. A boy with no experience was given an important role, and the second-in-command was sent out to do a foot soldier's work.

Jealousy was something that Kabuto hated, but he felt justified in it, this time.

Kabuto began his trek back to the village. The area he was in had been untouched by the fires. He had no trouble at all in his journey, and he even took the time to wash his glasses and face in a nearby stream. Later, he picked and ate an apple, marveling at the fact that he had any appetite at all.

After forty minutes of leisurely hiking, he came to the outer wall of Kusagakure. The flames there had died down to embers, but the putrid scent of fire and death still hung in the air, ravaging his mouth and throat.

He entered the village, and found it to be deserted. He could hear only the dull roar of the fires to the east and the hiss and crackle of embers. Wandering like a specter, he gazed at the ruined homes of the Kusanin. Kabuto came upon one house whose front wall had been burned away, allowing him a cross-section view of its contents.

The kitchen sink was running, and the water mixed with soot and turned to ink. Splintered furniture lay scattered about the house like skeletons. Sections of cabinets were burned away. To Kabuto, they looked like snarling mouths, revealing teeth made of black-dusted dishes. Glass was strewn everywhere, sparkling through the smoke.

Kabuto allowed his mind to wander as he stumbled aimlessly around the village. His eyelids were heavy, and closed around his stinging eyeballs a little longer each time he blinked. As he walked, one part of his mind was focused on trying to find a safe place to rest. This didn't seem likely, for there was no place in the village where he could avoid being burned by the smoldering embers.

Another section of his mind awakened, and he snapped to full consciousness. Dozens of shuriken and kunai flew at him like metallic rain, and he escaped by leaping into a nearby tree. Due to his exhaustion, he misjudged the jump, and ended up folded in half over a branch. He grunted as the wind was knocked out of him. After squirming around a bit, he was able to turn his head around far enough to see his attackers.

They were, of course, Kusanin. Several dozen of them, swarming like bees. All angry and hurt and tired, much like he was. Kabuto slipped off of the branch a little and dug his fingernails into the wood, ignoring the painful splinters he gave himself.

Ignoring his fatigue, Kabuto flipped himself onto the branch. There, he could examine his foes. The Kusanin made no move to attack him. It occurred to Kabuto that they were in even worse shape than he was. Most were missing minor body parts: eyes, ears, and fingers. Others appeared to have entire limbs ripped off. Dry and wet blood mixed on their bodies and clothes to make a slick red-black coating. They were half-dead and murderous.

Kabuto's odds were good. The Kusanin were, although numerous, already defeated within their own minds. He saw it hiding behind the hate in their eyes. They'd given up, and they were afraid of him.

As he poised himself to leap down, he was struck in the stomach with such force that he was knocked to the ground. He landed on his back and was for a moment so shocked that he didn't notice how vulnerable he was. Neither did the Kusanin, as they all stared at something behind the veil of smoke. He glanced in that direction and saw nothing.

They were all distracted, and this was his chance to kill them. He would have, had he not been struck again, and thrown into the bushes surrounding the tree. Lucky as he had been (he had narrowly missed having his neck broken by the tree trunk), he cursed whatever had the gall to attack him.

During his mental rant, he noticed that yellow eyes had shimmered into view. They leered down at the Kusanin. More and more sets appeared, bobbing like malicious searchlights.

Kabuto realized what they were, and smiled as they came close enough to pierce the smoke.

He had been brought to the ground by a massive serpent. The creature was his master's, of course. And it wasn't alone. There were quite a few of them, Kabuto guessed twenty in all. They slithered out of the embers, as if being born from eggs of fire. They hissed and growled, and Kabuto found this comforting. But a louder, unfamiliar sound nearly drowned out the hissing. It was a dry grinding that reminded Kabuto of rusty, ill-used machinery. He didn't think much of it, though; he was only grateful for his reptilian saviors.

One of the snakes crawled toward him. It wrapped itself around his waist twice, and then slid its tail between his legs. The tip pressed into his right thigh. He snarled and began to squirm. The snake tightened its hold, as if to punish him. Through his pain, Kabuto realized that something about the creature's tail didn't seem right. It was...too hard somehow. He chanced a look down and immediately saw why.

The last twenty feet of this fifty-foot long snake was nothing but a skeleton. No skin, no organs: only dull, red-white bones remained. The grinding Kabuto had heard was the sound of the bones rubbing against one another, with no tissues to cushion them.

The knife-like tip of the snake's tail was embedded about an inch into Kabuto's thigh. It sunk in another half-inch as the serpent lifted him off of the ground and set him down gently behind a cluster of rocks. He winced—all of that pain to be moved only a few feet.

"What happened to him? What...what did this?" he thought, clutching at his bleeding leg, then healing it. He glanced around at the other animals, and saw that whatever was happening to the snake that had picked him up was affecting all of them.

The snakes' soft tissues were dissolving away before his eyes. The creatures hissed as their bodies disintegrated into nothing. Their flesh dropped onto the ground with wet thuds.

One of the smaller snakes finished first. As the last of its skin was sloughed, Kabuto waited for it to collapse into a lifeless pile of stained bones, as every natural law said it should. It didn't. Instead, it struck one of the Kusanin closest to it. The serpent coiled around him and crushed him into a shapeless mass of flesh.

Kabuto had never seen a snake move so fast. It had left strange scars in the earth, as its bare ribs had dragged through the dirt. They had acted as razors as well, ripping through the Kusanin's body.

One of the Kusanin screamed. The snake that had killed his companion regarded him apathetically, and then swung its tail. He was cut in half.

The other snakes attacked the survivors. They slaughtered all of them in the same fashion that the first one had. Their speed was remarkable, considering the fact that they should have been dead.

The whole incident lasted all of about ten minutes. Kabuto looked on, silent. It was just as well; he wouldn't have risked attracting attention to himself at a time like this anyway.

When it was over, the bone-snakes celebrated. They screeched and danced, arching and flexing their gore-soaked bodies. The sick grinding of bone-on-bone was the most horrific sound Kabuto had ever heard.

A person landed in the middle of what had been a group of Kusanin, as if thrown. His limbs collapsed, and Kabuto thought he was dead. But the man stirred and rose shakily. He wore robes that had once been majestic, but were now fit only for the rag bin. He was thin and well aged, sure signs of a respected noble.

He was the leader of Kusagakure.

The old man appeared to be wounded; probably dying. He collapsed again on the warm ground, and this time, didn't get up. Kabuto, not wanting to be seen, lowered himself, but not so much that he lost view of the unfolding scene in front of him.

The snakes had stopped moving. Instead, they merely stared.

"You'll never get away with what you've done to us," the old man coughed, lifting his head up. For a moment, Kabuto thought that the leader was addressing him. He even opened his mouth to answer. Then he saw the figure that stood in front of the head of Kusagakure. The snakes lowered their heads, and Kabuto's blood ran cold.

The figure was a skeleton, much like the serpents that now bowed to it. Kabuto supposed that it had been a man, although some parts didn't fit the normal definition of human anatomy. Its jaw hung just a little too wide, and razor-sharp teeth crowned its mouth. Furthermore, a skeleton could not possibly move—or even stay together—without muscles and connective tissues. This one did.

"Our allies will see what has happened. They will destroy you," the leader continued slowly. The skeleton grinned. Outside of its teeth, more fangs slid into being, branching out of the upper jawbone. This time, they were long and slim, like viper's fangs. The skeleton of a snake tumbled out of the gaping jaw, and dangled at the figure's waist. It snapped at the Kusagakure leader.

Kabuto's exhausted mind fought to recognize what was going on in front of him. His vision began to blur. He had been steadily taking solider pills for days, because Orochimaru had allowed them precious little rest during the journey. Despite his drug-induced exhaustion, he recognized the oddness of what was going on.

What is this?

"Enough..." an alien voice rumbled. It was the skeleton who spoke. Its voice was somehow both subtle and startling, like sand on concrete.

The skeleton wrapped its tongue around the old man's neck. With one clean snap, it ripped his head off and flung it into the dirt just to Kabuto's left. Kabuto blinked at it before closing his eyes. He needed to sleep. Now was certainly not the time, but he couldn't seem to help it.

The skeleton laughed quietly, its voice penetrating the silence like a knife. Kabuto's eyes flew open against his will and he strained to see beyond the tightly packed stones.

"Kabuto," the skeleton croaked, still chuckling dryly. It was looking directly at Kabuto, who stared back into empty sockets.

Panic crept up and seized Kabuto by his heart.

That tongue…he used his tongue to…that could only be…

One of the bone-snakes moved toward the skeleton. Kabuto saw the crimson stain on the tip of its tail, and realized that this was probably the serpent that moved him to safety. Much to his surprise, the snake began to speak to the skeleton. Its voice was similarly gritty.

"I'm afraid I injured your pet, Sire," the snake chuckled, and turned toward Kabuto, "Would you like me to bring him to you?" The skeleton shook its head.

Pet? Really? Is this really him?

"No. He's a good pet. He knows to come on his own."

"I don't think he's able, Sire Orochimaru. Some sort of drug."

"Heh."

Kabuto collapsed onto the warm ground, confident of his safety. He heard grinding of bone-on-bone as the skeleton approached him. Or perhaps it was the snake. He didn't much care either way. The noise barely bothered him, now that he understood what it was. Enhanced aural elements of a Genjutsu. It was a favorite technique of his master's, particularly in the case of Shikumi no Jutsu.

"I've told you time and time again that soldier pills are not to be taken in such excess," the skeleton said. Its voice was so grating that it was toneless. It had been amazingly developed.

"I wasn't given much of a choice."

Kabuto was seized by his shirt and flipped onto his back. There were no facial muscles to move, but Kabuto was fairly sure what it was thinking. Its teeth clicked together.

"I'm sorry, Orochimaru-sama. I didn't mean to be disrespectful." In truth, he was barely paying attention to his own words; the apology was automatic. He was instead marveling at the fact that he could see right through the skeleton's ribs.

Kabuto pushed himself to his feet, and swayed unsteadily for a few seconds. He blinked to clear his vision, and then rubbed at his eyes. Neither method seemed to work, and he gave up.

"It's a very impressive Genjutsu, my lord," Kabuto said with a smile. "Of course, I shouldn't be so surprised." He reached out to touch Orochimaru's arm, expecting cool flesh to shatter the strange insistence of his mind that a mere skeleton stood before him.

What he got was the unyielding hardness of a bone.

This jarred him for a moment, but his exhaustion muffled his impending panic. He slowly realized that Genjutsu affected all of the senses. This one, being his master's, was particularly powerful. Even the release he had done upon finding out that the skeleton was Orochimaru didn't dispel it. Not surprising; he was almost completely out of chakra.

Sasuke appeared beside the two, looking as impassive as ever.

"Are we almost done here?"

Had it been Kabuto who said such an impudent thing, he would have been punished or at least scolded. Since it was Sasuke, Orochimaru only laughed.

"Soon, Sasuke."

The Genjutsu melted away, and his master's flesh returned. A smile pooled across his face, revealing almost as many of his sharp teeth as the illusion had. He turned and left, disappearing into a haze of smoke and fire. Kabuto began to follow him, but then stopped and turned to Sasuke.

"Do you see Orochimaru-sama's greatness, Sasuke? If you train well, perhaps he will teach you such a powerful Genjutsu."

Sasuke glared up at him, and Kabuto returned it, although a bit more groggily.

"That wasn't a Genjutsu."

"What do you mean?" Kabuto's scowl didn't fade, but his voice began to waver. Sasuke stared ahead into the burning village. His Sharingan whirled, and then faded to coal black. The bone snakes were gone, and only blood-filled gouges in the earth were left in their wake.

"I meant exactly what I said. It wasn't a Genjutsu."

"Well fine then." Kabuto really didn't feel like arguing with him, both due to his exhaustion and the rising nervousness in his throat. "Perhaps it was a transformation."

"It wasn't. I don't know what it was. But I don't think it was any sort of deception."

Sasuke vanished into the fires, in the same general direction Orochimaru had been heading. Kabuto lingered for a few moments, surveying the damage the Otonin had wrought. His insides had melted and now sloshed in his body like water in a tin bucket. The homes of the Kusanin crumbled into ash around him, and through his fear and pain and fatigue, he realized something awful.

It was time for him to go home.

As he headed toward the path that Sasuke and Orochimaru had taken out of Kusagakure, the bone snakes returned. They lined up on either side of him and stretched their necks out to prod him with their noses. They laughed.

He reached the border of the village, well aware that the bone snakes had followed him this far. Orochimaru and Sasuke stood unmoving on the crumbling outer wall. Waiting. Behind him, the snakes' laughter became louder.

For once, Kabuto wished that he had been deceived.

End.