Hi everybody! Hope you will all enjoy this next chapter! I'd imagine it's pretty predictable WHAT happens…the question though, is HOW. Hopefully, this will have enough surprises to make this worth your time.

"What!?" Naruto shouted in disbelief. "What did you just say!?"

"It's as I said, you're not fit to be ninja, none of you are!" Kakashi looked at each of them. "Naruto, you charged right at me! Ninja are not supposed to attack the enemy directly unless absolutely necessary! What's more, you had an excellent and versatile technique up your sleeve! And yet all you did was try to overwhelm me with numbers! Your lack of tact and desire to be the best will get you, and those close to you, killed!" He then looked to Sakura. "You have a good grasp of the basics, Sakura. Unfortunately, that's all you have! You are neither extraordinarily strong nor fast. And you are not inventive enough to change your tactics beyond what you've read! What's more, like Naruto, you are more concerned with standing out rather than helping your team!"

Sakura balked at his accusation. "What!? I-"

"When Naruto tried to dogpile me, you could have alerted him to where I really was! Instead, you followed after Sasuke, leaving him behind!" He then looked to Sasuke. "Sasuke. You are an extraordinary boy; if this was based on ability alone, I would most certainly admit you. However, you knew that I was your superior, yet you did not collaborate with your teammates and ask for help. What's more, you even put them in danger in an attempt to attack me!" Kakashi had a strong feeling what was going on with him, but kept it to himself. "The one thing you all have in common is the inability to work as a team! It is the most essential tactic for any ninja! No matter how good you may think you are, there is always someone stronger than you, and when you face the worst, there's nothing better than having allies who've got your back!"

"Well, maybe we would have picked up on that, IF YOU DIDN'T SET US UP AGAINST ONE ANOTHER!" Naruto accused him.

"Ah." Kakashi nodded, holding up his finger. "I did indeed. That's another aspect of teamwork: making sacrifices." He sighed as he began. "You all knew the real objective was to be accepted into the academy. One of you could have sacrificed one meal just to ensure you all made it. The Hokage and kages of the other shinobi nations had made similar sacrifices for their comrades during their time in active duty; that's a leading reason why many of them were chosen to lead their people. And in order to win, each of you may need to make a sacrifice!"

"Maybe we would have if you told us in the first place!" Sasuke complained.

"It's our way of weeding out the ones to whom teamwork does not come naturally." Kakashi said. "Sorry, but my decision is final." He turned, and began walking away. "Go home. In time, you'll thank me for this in the end." He waved.

Naruto balled up his fists, frustrated. "There's got to be a way…" Looking at Kakashi's back, he suddenly sprinted towards him.

"Naruto!" Sakura shouted.

As Naruto ran towards him, Kakashi turned and pointed a kunai at this throat. Both were tense for a moment. But the silver-haired ninja realized it wasn't what he thought it was as he looked into Naruto's fearless eyes. "You weren't trying to attack." He realized, holstering his kunai.

"Kakashi-sensei…I get why you're doing this." Naruto said, trying to reason with him. "But it's not fair to take this chance away from us altogether."

"It's kind of like death." Kakashi shrugged. "No second chances."

"I bet there is something YOU wanted a second chance at." Naruto said.

Kakashi's eye widened for a second. He turned away, Naruto's statements stirring something within him. Bringing up memories he had tried hard to forget, imagining an individual with spikey, black hair. "He looks just like him…" he thought. "He couldn't…"

"Kakashi-sensei!" Naruto shouted, snapping him back to reality. "Please. I know we can make it if we try! Just give us one more chance!" he begged him, holding his hands together.

Kakashi breathed. He turned away again. "Follow me." He ordered them.

Kakashi took them out of the training area and into the memorial park. There, they came upon a large stone wall, seemingly infinite rows of names carved onto its surface. "You see this? You realize what this is?" he asked.

"This is the memorial for all shinobi of Konoha." Sakura answered.

"Oh, I get it! This is where all the great heroes are listed, right?" Naruto exclaimed excitedly as he smacked his fist into his palm. "I'll make sure to put my name down on there!" Suddenly, Sakura whacked him across the head. "OW! What was that for!?" he angrily shouted as he held his head.

"You baka!" Sakura shouted as she massaged her red knuckles. "A memorial is dedicated to people who have died!" Naruto's eyes widened and looked back at the wall. Suddenly, his heart sunk, worrying that he had just jinxed himself.

"What Sakura says is correct." Kakashi said. "This memorial is dedicated to all shinobi from this village who have given their lives in service to their home and people." His eye turned sad, as he ran his hand along the stone. "Along this long list, are also the closest friends I've ever had…Nohara Rin…and Obito."

Naruto gulped as he looked. "It's big." He noted. "The death rate is that high?"

"There are lulls. But as shinobi, we come into conflicts with people of all kinds. And in turn, they find ways to kill us." Kakashi answered gravely. "There is no way to prepare for everything. But having people who have your back…that is the best way to ensure your survival." He sighed. "Do you three now realize what you are signing up for?" Looking over his shoulder, he could see that the three slowly nodded their heads. It seemed even Naruto realized the weight of the decision they were making. "Okay then. I normally don't do this; my decisions are usually final, but this one time, I will give you all another chance. But if you screw up again, there is no amount of pleading that will get me to change my mind. Do I make myself clear?" he said.

"Please." Naruto nearly choked out. "I…no, WE can do this."

Kakashi didn't seemed convinced, but went with it. At least he was trying to be a team player. "Very well then. Let's hurry back."

Back in the training grounds, Kakashi looked at his watch. "Okay then. I gave you until noon when we started. Now, you have half-an hour before times up. Let's hope you can pull a miracle before then."

The three said nothing, swallowing their fear of failure. Then, their stomachs roared again. Naruto felt his vision blur in and out and his body shake. "Ooh…Kakashi-sensei?" he moaned, raising his hand. "…Can…can we eat first…?" he pleaded.

"No." Kakashi said firmly. "Second chances are not meant to be easy. Now that I've spilled the beans on what you three need to do, it HAS to be harder. You know what to do…now, let's see if you can pull it off." Now the three felt themselves struggling to stand, having to go through the entire morning without a meal. "Working together can be hard. It's harder when you're starving; malnutrition can do wonders in impairing your temperament and judgement." The jonin looked at his watch again. "You had half an hour. Now you have less." Kakashi suddenly disappeared.

"Oh, for the love of-!" Naruto cursed.

"Come on!" Sasuke said, running straight ahead. Naruto followed after him.

Sakura tried doing the same, but fell over on her knees. "Oh!" Through sheer willpower, she forced herself after them.

Kakashi sighed, and pulled out his book as he sat down on a rock. "I almost don't want this to be a waste…"

"YAHH!"

Kakashi looked up to see Naruto and Sasuke come at him from the front, shuriken drawn in their hands. "Well…it's an improvement." Kakashi quickly caught the shuriken. Suddenly, he kicked behind him, causing Sakura to roll out of the bushes. "Still not nearly good enough." Faster than they could see, Kakashi rushed the two boys, and kicked them away in a scissors kick.

"Ow." Naruto moaned as he clutched his stomach. The two watched as Kakashi took to the trees.

"So much for your brilliant plan!" Sasuke yelled.

"Oh, shut up!" Naruto shouted back. "I don't see you making any suggestions!" Sasuke just stared at him.

Kakashi relaxed against a tree, sighing. "They're not going to make it." Suddenly, a volley of shuriken hurtled towards him. Calmly, Kakashi cartwheeled away, not even bothering unfolding his arms. "Really? That's the best you got?"

Suddenly, a small rubber ball rolled towards him. It exploded, enveloping Kakashi in smoke. "Now, Naruto!" Sasuke shouted from the bushes. Up from the canopy, several Naruto clones jumped down into his spot. Immediately, Sasuke went in after him. The smoke stung, but Sasuke powered through, seeing a tall silhouette. "There!" Sasuke reached forward, and reached for his hip.

"Hey! I don't swing that way!"

"Shit." It turned out to be Naruto; it seemed Kakashi pulled another human-substitution. "The smoke should clear soon enough; we'll find him then." He said as he pulled a kunai in a guard stance Indeed, it thinned out, but Kakashi was nowhere to be seen.

"Smoke bombs are good for covering yourself. But for stunning a trained enemy…useless." The two looked up to see Kakashi up in one of the trees, crouched on a branch. Sasuke growled, hurling more shuriken. Kakashi simply jumped away. "I'm rather disappointed. I outright tell you that you need to work together, and yet all you have managed to do is take turns." Suddenly, Sakura leaped from the bushes, aiming for his bells. Despite not looking, Kakashi easily spun around and parried her into the dirt, earning a grunt from her. "Thank you for making my point." Naruto and Sasuke growled, charging after him. They tried punching him, but he simply disappeared. "You have 10 minutes left!" Kakashi called from somewhere. "I hope for your sakes you can think up of a decent plan!"

Kakashi looked at the panicked teens from the forest trees. He sighed, walking away. It really looked like they wouldn't make it. Even if he wanted to, there was nothing more he could do for them. "I'm sorry, sensei…I guess it just wasn't meant to be…"

Meanwhile, the three teens huddled together, desperate for a new course of action. "Well, this is going down south!" Sasuke said.

"No thanks to you!" Naruto hissed back.

"Uh, excuse me? As I recall, your so-called 'plan' failed!" Sasuke shot back.

"We need to try something else!" Sakura suddenly suggested. The two boys looked at her. While Naruto seemed to be genuinely interested in what she had to say, Sasuke narrowed his eyes. "Uh, excuse me, but what can you do?"

Sakura seemed to stumble for an answer. "Uh, well, I can use shuriken, I can make bushins…"

"In other words, you're useless." Sasuke snorted. "As if your sneak attack from before wasn't a clue enough!"

Sakura looked down on the ground, clearly hurt by what Sasuke said. Upon, seeing this, Naruto spoke up again. "Hey!" he said. "Don't treat her like that!"

"She certainly isn't helping, so I don't see why not!" Sasuke snapped.

"Just because she's the weakest of us, doesn't mean she's WORTHLESS." Before anymore could be said, Sakura punched him in the shoulder. "OW!" he protested, rubbing his shoulder.

"Watch it!" Sakura growled.

"Uh, right…" Naruto chuckled nervously. "What I mean is, hear her out at least."

Sasuke sighed, rolling his eyes. "Whatever."

"So, Sakura-chan." Naruto began. "What do you think we should do?"

Sakura thought about it. "Well, Kakashi is a jonin, right? He must have experienced a lot, more than we can throw at him."

"That doesn't help our situation." Sasuke interrupted.

"What I'm saying is that in order to win, we need to throw something unexpected at him." Sakura suggested. "Uh, by any chance did any of you hold back during the entrance exams? Have something up your sleeves?"

"I already threw my best at him." Sasuke sighed. "And neither of you got anything that he hasn't seen before."

The two looked on the ground…then Naruto's face lit up. "Actually, Iruka-sensei showed me something really cool the other day…"

Kakashi checked his watch. "Seven minutes." Suddenly, Kakashi saw several smoke bombs thrown at him. He didn't flinch as he was covered in a ring of smoke. "Admirable attempt I guess."

"Kakashi-sensei!"

Kakashi turned to see Sakura charged at him with kunai. "I expected slightly better from you." Suddenly, he heard shuriken from behind coming at him. At that moment, Sakura dove out of the way; she was never meant to attack him! He began to spin in the air, in perfect position to catch the shuriken, yet he was still able to take time to be surprised. "A coordinated attack…I suppose they have SOME potential after all…" he smirked under his mask.

"Prepare yourself!" Kakashi's eye widened as he heard what seemed to be his own voice. Catching the shuriken flying for him, he turned back to face…himself!? A man who appeared exactly liked him attacked with a kunai, the real Kakashi using the shuriken as a knuckle-blade to block his attacks. Judging by his wild attacks, Kakashi had no problem identifying the imposter. "Impressive, Naruto! You knew the transformation technique! Very impressive indeed!" he said. Kakashi managed to knock the kunai out of "Naruto's" hand, and discarded his own improvised weapon.

"Quick, Naruto!" Sasuke shouted as he and Sakura got into position for a second attack behind the bushes. "Take him now!"

Naruto kicked sloppily at him, but Kakashi blocked everything he threw at him. "Okay, I admit. You surprised me." The jonin conceded as he parried a punch. "You've grasped the basics of the art of transformation very well. However…" As Naruto tried to attack with two punches, Kakashi caught both with his own hands. "…you do not seem to understand the limitations very well."

Naruto tried pushing, but he didn't budge. Kakashi squeezed his hands over Naruto's, and the young ninja screamed as he felt the pressure against his bones. Kakashi began pushing him back, rather easily. It was as if Naruto's mass hadn't changed much when he transformed! Naruto's now single eye widened as he remembered Iruka's words.

"Transformation changes your shape, but it does not allow you to perform techniques you didn't learn or cannot do. It can change your strength proportionate to your new size, but your athletic abilities will not match your intended exactly, as you will both have different levels of experience."

"SHIT!" Naruto heaved as he felt the real Kakashi shove his fist into his abdomen, and brought him down with an elbow to the back of his head. Naruto transformed back to his twelve-year old self, and groaned in the grass as he felt his body lock up.

"You're running out of time!" Kakashi waved to the other two. "You're finally starting to get it, but you're going to have to do better than that if you want to pass!" Kakashi then ran for the forest. "You have four minutes!

Sakura and Sasuke got out of the bushes. "It's hopeless." Sakura muttered as she looked at the ground, disappointed. "We should just quit."

"You go right ahead and quit if you want!" Sasuke growled. "I'm getting this training!"

"Sasuke's right, Sakura-chan!" Naruto suddenly said, grunting as he tried to massage the pain away from his body. "If just one of us gives up, it's proof that we don't belong here!" Sakura looked at him, stunned. Did he just say something…inspiring? "You passed the first exam for a reason. You can't give up now!" Sakura blushed slightly at the praise.

"So, what do you propose?" Sasuke asked. "We tried it your way! Again!"

"Let's try it again!" Naruto exclaimed.

"You haven't the heard the expression 'Fool me once', have you?" Sasuke groaned.

"I didn't say I'd transform into Kakashi again!" Naruto snapped back. "I know I'm not a match for him! None of us are! But, maybe, if we distract him, we can get the bells!"

"Jonin are the ultimate ninja!" Sasuke protested. "They don't fall for simple distractions so easily!"

"Well, this won't be so simple then!" Naruto shouted back.

"GUYS!" Sakura shouted. "We're running out of time! Whatever you're going to do, just do it!"

Kakashi sighed as he stared at the mountains that surrounded the village ahead of him. "Two minutes."

"Time for you to give us our due!"

Kakashi turned to see Naruto and his Kage Bushins charging right at him. "And to think you were doing a bit better." Kakashi expertly parried and dispelled each attacking clone. However, he noticed that with all the bushin thrown at him, none of them were the real thing; a bit of a change in the earlier tactics Naruto used. Kakashi turned around, and saw Naruto standing in front of him now, arms crossed with a cocky grin. "You seem confident." He noted.

"I should be. I'm going to show you my ultimate transformation!"

"Then I shall show you how misplaced that confidence is when I beat you down…" Kakashi said, walking towards him.

"Who said anything about fighting?" Naruto put his hands together, and concentrated. "Henge no Jutsu!"

Smoke exploded around him, and in his place was something Kakashi was NOT prepared for: A Beautiful girl! She looked like a relative of Naruto, retaining his blond hair in pigtails, blue eyes and whiskers on the cheeks. However, she was also completely naked! Some smoke lingered to cover her breasts and privates, but Kakashi still got a good view of her curves. "Uhhh…" Kakashi's mind went completely blank as he observed her.

She struck a pose, hands behind her head as she winked at him. "How may I be of service to you, Kakashi-sama?" she said in a sexy, sing-song voice.

At this point, the jonin was frozen in place, staring at the transformation like an idiot. As they were told, Sakura and Sasuke were hiding in the bushes to the jonin's side. They knew Naruto was going to distract him, but they weren't expecting this! "Naruto, you pervert…" Sakura cringed.

"Psst!"

Sasuke got her attention, and Sakura focused on the task at hand. "Right!" she whispered.

Sakura and Sasuke leaped from both sides. Sasuke was on Kakashi's left, where the bells were. Sakura jumped from the right, brandishing a kunai. This part was Sasuke's idea; Kakashi would have to make a choice between defending the two sides. If he chose to counter Sasuke, he would leave himself open to a potentially fatal blow. If he defended against Sakura, Sasuke would get the bells. Either way, Sasuke figured, Kakashi was now in a no-win situation. Both were closing in on Kakashi; it seemed Naruto's distraction was working better than expected. Just when it seemed they were both about to touch him, Kakashi suddenly jumped up and performed a scissors kick, knocking both back in the sternum. The moment they hit the ground, the timer on Kakashi's watch went off: It was noon. Time was up.

Naruto undid his "Sexy Jutsu" as he stared in shock, falling to his knees, his face torn in anguish. "No…"

Kakashi stared at him for a moment…and his one eye closed. Naruto could see that under his mask, Kakashi was smiling. "Well done. You all made it."

Sasuke stood straight up in surprise, Sakura remained on her hands and knees, and Naruto's jaw dropped. "Uh, could you repeat that?" Naruto asked.

"I said you passed. It's official now; you are all ninja." Kakashi said. "Congratulations."

"B-but, we didn't get the bells…" Sakura said, confused as Naruto.

"Shh!" Sasuke shushed her. "Don't remind him!"

"I didn't want you to get the bells." Kakashi explained. "I wanted you to TRY. And you needed to work together just to get close to that." He turned to Sasuke. "Sasuke, before you were trying to go at it all on your own. We still need to work on it, but you're learning to work with others in order to achieve your goals." He turned to Sakura. "Sakura. For now, you may be the bottom of the pole, but you refuse to let that stop you from helping your teammates, or be too dependent on them. And I was able to hear you offer suggestions; sometimes, that's all you need. And as your sensei, I will do my best to ensure you will acquire more skills." He then turned to Naruto. "As for you: we still need a lot of work." Naruto looked down on the ground. "BUT, you also did not give up. Not even when I said it was over. To my surprise, you took a leadership role on this team, directing attacks and mediating conflict between your teammates. Not to mention, you've FINALLY discovered how to use your limited skill set creatively. That will be essential both for you and your teammate's survival, and for completing your mission. With some intense studying, we just might be able to get your face on the mountain." Seeing has how the three were still in shock, Kakashi made another announcement. "And so, since it is my understanding the three of you had the number 7 when you entered, I hereby announce the birth of Team 7!"

Naruto's face finally lit up, and it broke out into the biggest grin. "YESS!" he jumped up, throwing his arms up in the air.

"Shanarro!" Sakura shouted out, as she also jumped in joy. When she touched down, she noticed Sasuke clutching a kunai behind his back as he looked at Kakashi. For a brief moment, she held her breath in fright. When Sasuke released his grip, she let out her breath.

"Well…" Kakashi said as he made hand signs and placed his hands on the ground, summoning the bento lunches. "…I actually feel quite satisfied myself. Why don't we celebrate with a long overdue lunch…?"

"Screw the bentos!" Naruto waved his arm. "C'mon. Let's celebrate at Ichiraku's!" Naruto waved for them to follow him as he ran off.

Sakura looked to Kakashi. "Uh…sensei?"

"You heard me. We're all a team now. And teammates have to stick together." Kakashi smiled under his mask. "Go on." Sakura bowed, and chased after him. Sasuke shrugged, and followed after them too. "And thanks for wasting my money." Kakashi thought as he dropped his smile.

"We dropped the bentos for this!?" Sakura snapped as she and her teammates took seats at the Ichiraku ramen shop's barstool.

"Hey, you ordered from us before!" Naruto protested.

"For a quick meal!" Sakura said.

"Let's just eat already." Sasuke sighed, rubbing his stomach.

"I suggest you listen to your friend." Tenchu said, coming to the counter. Looking to Naruto, he smiled. "So, I guess if you're here with these two, it means you passed the second round?"

"Yeah, we totally kicked butt!" Naruto said as he pumped his fist.

Sakura and Sasuke looked at him in disbelief. "From someone's perspective, at least…" Sasuke mumbled.

"Wait…how do you know about the second exam?" Sakura asked.

Naruto blinked. He remembered saying only the graduating ninja knew about the 2nd exam. So how would the old man know? "Come to think of it…"

"I have my ways." Tenchu chuckled. "I hear it's really nerve-racking. And if it took you this long, you three must be starving! I'll give you all the best stuff, on the house!"

"Thank you!" Naruto and Sakura clapped their hands together, as they bowed. In time, they each had three massive bowls. Naruto with pork, Sakura with Lobster, and Sasuke with Beef. Sakura blinked. "How…how did he know I like Lobster?"

"The old man has this sixth sense for guessing people's tastes!" Naruto said as he dug in. "I've seen him use this as a way to break the ice with indecisive customers!" he said between mouthfuls. As the three began eating, Naruto looked to his two teammates as they sated their hunger. He never really hung out with other kids before. He didn't quite fit in with everyone else, and the adults would quietly beckon their children away. "This…this is nice." He thought.

Sakura looked between her and her teammates. "I thought all I needed on this team was Sasuke-kun…" She looked to Naruto slurping some noodles. "…but maybe, just maybe, having this dork along won't be so bad either…" she smiled.

Sasuke looked to them as well. "They can't be dragged in…I'll at least keep them safe, when I'm not on my mission…"

"You actually did it." Hiruzen smiled, pleased at the report in his hand.

"I almost didn't." Kakashi said, leaning against the chair. "I guess the memory of his parents is stronger with me than I thought."

"I don't consider that a bad thing." Hiruzen said as he dropped the report of in a pile to be filed away later. "Besides, based on your report, I do believe they earned the right to be ninja."

"They still need a lot of work." Kakashi sighed, staring up at the fan. "I'm not sure I'm up to the task…"

"If you only do what you can do now, you will never be more than you are." Hiruzen replied with one of his favorite proverbs from the continent, chuckling slightly. "It is not only a learning experience for them, but you as well. Embrace it, and whatever you do…" Hiruzen's face then turned sad. "…don't let them go. One way, or another."

Kakashi nodded in understanding. "I'll keep that in mind." He got up from his seat and exited the office. As he walked outside the building, he looked up to the Hokage Mountain, eyeing the face of the Yodaime. "I didn't want to…but I promise you, I'm in it now. 100 percent."

And there you go! Looking back, while I understand Kishimoto's intentions back then (or at least, I think I do…it is very difficult to tell with this man) with the initial test, I'm starting to think it was pretty lazy on his part. I get he's trying to get Sasuke and Sakura to care about Naruto, but it only served for THEM to pass the test; all he had Naruto do was play the poor sap (and left him tied up to boot). Here, I thought at least this would directly emphasize the teamwork part more.

Also, and like a lot of things this is in hindsight as well, there's the matter of transformation. It just seems a bit odd that Naruto had trouble doing clones at first, but could easily transform. In fact, considering how much detail you would need to put into a new form (so I would assume, anyway), I'd assume transformation to be a more advanced technique than duplication. Take that for what you will, and here I wanted to make the Sexy Jutsu [somewhat] more useful.

Not much more to this. Just gave out hints of what's to come. Some obvious, others not so much. You'll see in time.