Disclaimer: I do not own Naruto (either the story or the character) or any of its component parts or associated bits of intellectual property. I do think it's pretty cool, and enjoy examining it through the looking glass of "What If". The originator, Masashi Kishimoto, is a creative guy and deserves credit for his work.


Mitarashi Anko was happily enjoying her dango and listening for the sounds of battle in the forest when she got the bad news.

"Anko-san," the chuunin said as he landed nearby. "You must come quickly. We've found three bodies, but the faces are missing. We think they were test candidates."

"The faces?" she asked automatically, before her brain caught up to her mouth. "Show me at once!"

It took little time for her to realize she had seen the missing faces on three Grass ninjas who were inside the forest already. Once she saw the bodies, it took almost no time for her to come to a conclusion.

"Tell the Hokage that I have entered the forest in pursuit of interlopers, and that I suspect one of them may be Orochimaru," she told the chuunin. "Get me some backup from ANBU, and make it fast. Have the forest's entire perimeter watched for anyone who leaves. Chuunin are not to engage Orochimaru if you see him; you won't even slow him down. Go!"

As the second day dawned, everyone had gotten their bearings. The teams that had lost their scrolls but survived were frantically hunting for anyone, since they now had to find both Heaven and Earth scrolls in order to advance. Two had the misfortune to encounter each other, resulting in a pointless battle that only tired them out. Maito Gai's students split up to search for likely targets, having secured provisions and gotten a bit more rest than the competition. The Sound genin were searching for their assigned target or a likely-looking enemy. Teams 8 and 10 had chosen to stay together for safety as they moved toward the tower. They pushed their speed, hoping to reach the safe zone without encountering any additional enemies.

As for Team 7, they had not been moving long when they met their next obstacle. Suddenly, the ground trembled beneath their feet. After a few moments, a giant snake reared out of the ground, then rushed at them. Naruto, Sakura and Sasuke scattered to avoid the beast, but it zeroed in on the yellow-haired boy and struck him with its closed mouth. The thing moved quickly for its size, and it was all Naruto could do to avoid its fangs as it sent him flying and then chased after him.

Dirt and debris fell into the hole the serpent had left behind it. Sasuke and Sakura had to fight to keep their footing, and before they could move to help Naruto another threat emerged. Rising from the same hole the snake had just vacated, a tall ninja wearing a Grass Village forehead protector stepped into view. He seemed to be evaluating them with an air of curiosity and no trace of concern.

Sakura was trying to figure out what was happening. They needed to help Naruto with that snake, but this man looked too dangerous to take her eyes off him, even for a second. Somehow, his presence commanded her attention.

Sasuke was holding up a little better, though he was still unnerved. The man was alone, but he seemed perfectly at ease. He was looking at the two of them like they were items on a dinner menu, and he was considering whether to complain to the chef.

"Hmm…you want my Earth scroll, don't you?" he asked, producing it as he spoke. "You have the Heaven scroll, after all. Do you think you are strong enough to claim it?" He waited a few moments, but neither Sasuke nor Sakura were sure what to do or say, so they only stood quietly. "Don't bore me, please," he said with a sigh. "I suppose if neither of you can speak, we might as well get started."

He met their eyes each in turn, and the two genin felt paralyzed for a brief moment before they could breathe again.

This is a killer, Sakura thought. Zabuza was a butcher, but this man is something else entirely.

Sasuke wasn't thinking in words. He remembered feeling utterly powerless before in the face of a stronger ninja, but pushed the recollection aside.

The man casually drew a pair of kunai and threw them at the two figures kneeling in front of him. Sakura was just coming to her senses when Sasuke grabbed her and leapt away, trying to bring his own scrambled thoughts into order.

The urge to flee was overpowering.

"So, you weren't quite that weak," the man said. "I'm glad. I'd hate for this to be a waste of time."

"We'll give you our scroll if you let us go," Sasuke called out from behind a tree. "I can tell you're strong. But if you try to come after us, I'll destroy the scroll and you'll have to find another. There's no reason to waste your time, is there?"

Sakura's eyes widened at that. He was just…giving up? Already? Part of her was shocked; after all they hadn't tried to fight, and her Sasuke-kun was the best! But just as that thought surfaced, her more analytical self rose to the front of her mind.

This man was insanely dangerous. He seemed like he could kill them without serious effort, and fighting him was tantamount to suicide. Nothing could possibly be gained. Besides, Naruto had another scroll of Heaven with him; they could afford to lose one.

Wait a minute – this man was far too strong for a genin.

"Sasuke, he's not here for the scroll!" she blurted out. As she began, she remembered a conversation Team 7 had some time ago. "He's here…for you."

Sasuke looked at her in surprise. He had been so focused on solving the immediate problem that he hadn't even considered he might be looking at the wrong problem, but the second she said it he knew it made sense.

"Quite correct, my pretty child," the man said, his voice sending a creeping dread up Sakura's spine. He was only a few feet away from them now, though neither had heard his movement. "It's good to know that training standards haven't slipped too much."

Uzumaki Naruto collided with several trees, the ground, two bushes, and at least one rock before he was able to stand again; that snake had hit him hard. Just as he was getting his bearings, the thing's tail batted him to one side and then coiled around him. He was just about to stab it with a kunai when its gigantic mouth came straight down from above and closed over him.

Being an upbeat sort of guy, he took this development well.

"Let me out of here, you damn stupid huge thing!" he screamed. He couldn't get any leverage, and he was squished in so tightly that he couldn't reach his kunai now. The one he had been holding had fallen from his hand, and was presumably somewhere inside this damn snake, but he had no way to look for it in the dark.

After a few moments, he had a bit of inspiration and decided to apply the classic Naruto solution for any combat-related problem that seemed insoluble.

"Mass Shadow Clone Technique!" he yelled, putting a large amount of chakra into it.

Had anyone been there to see it, it might have been ranked as one of the messier deaths in history as the snake practically exploded, the sheer pressure of all the clones causing it to burst from the inside.

"Disgusting," Naruto muttered as he crawled out of the pile of…things he decided not to look at closely or think about in detail.

"You're quite right, girl," the man told them. "I'm not here for the test, or any silly scroll." With that, he held up his Earth scroll in one hand. It burst into flames and he smiled as they watched, mesmerized. Sakura was only now noticing that his eyes were wrong; they looked like a reptile's eyes, not a man's. "If you want to go on, however, you will have to fight me. Because if you run…I will chase you down and kill you. Your only hope is that a battle will satisfy me. So I suggest you show me the best that you have."

There was another moment of silence as the two genin stared at him, then Sasuke finally seemed to snap out of whatever had been gripping him since the man first arrived.

"Fine," he told the man, setting his jaw. "Let's go."

The man smiled at that, then blurred forward, fists flying at Sasuke's face and body. He was impossibly fast. Sakura's eyes couldn't keep up with his speed; he moved like Kakashi-sensei, or maybe faster. For a minute she forgot to help, it was so incredible and intimidating.

Sasuke was barely dodging most of the blows, or parrying them. He tried to avoid blocking, because the force was enough to hurt even through his blocks, but had to do it occasionally. After a four-punch combination, he suddenly found a kunai coming at his face and barely managed to dodge to one side, the blade cutting his cheek before it embedded itself in the tree behind him nearly up to the hilt. He leapt backward and to the side, but the strange man somehow got there faster, kicking him in the stomach and sending him skidding backward.

"You must have more than that, Sasuke-kun, surely," he said, sounding disappointed.

Sakura came in from behind him and to his right, sweeping low. Sasuke charged the man and went high, hoping to distract him.

He easily evaded both blows, then struck Sakura twice in the belly. She reeled backwards and he hit her across the mouth, then kicked her into a tree. She hit hard, headfirst, and Sasuke thought her eyes rolled up into her head as she collapsed to the ground.

"Now, where were we," the man said, turning back to Sasuke. "Oh, that's right," he continued, right before he flew forward again to attack. Sasuke was desperate, now. Sakura might not be at his own level, but she had been working hard and had become formidable; this man had barely noticed her.

The fight continued, and after another half-minute that felt like a half-hour, Sasuke began to notice something strange. The man's movements were becoming clearer. At first he thought he was just reading patterns, but the longer it went on the more he realized it was something else. The man started to smile as if pleased and sped up slightly, but Sasuke didn't feel desperate anymore. He was nearly high on adrenaline, moving faster than he ever had in his life. He felt intensely aware of the fact that he was sweating, of the blood trickling from the cut on his cheek and into his mouth, where it tasted thick and alive. The next combination was a high punch, followed by a low punch and a leg sweep.

Sasuke blocked the first, then the second, and finally jumped over the leg sweep and kicked his enemy in the face, landing his first solid blow of the entire fight. The man stumbled backward, then straightened and looked at him, smiling.

"Ah…there is the power of the Uchiha," he said, seeming to savor the words. "Sharingan…an eye technique of unparalleled power in this world. For you to awaken it in battle this way is most impressive, Sasuke-kun. It seems this trip was not a waste after all."

Sasuke could feel the difference now that the battle had stopped for a moment. He felt elated; he had waited years for this moment, tried unsuccessfully to stave off his impatience for the day he would come into his power. This was the next step to achieving everything he had dedicated his life to.

He tried to suppress the feelings, but it was impossible. He had waited too long, and now he was grinning despite the situation, despite knowing that his opponent had not shown his true skills yet and was probably still too much for him to handle.

"Now, I can truly test you," the man told him. "Now you are ready."

Sasuke braced himself and his mysterious attacker came at him again, even faster than before. He performed flawless combinations, threw weapons with pinpoint accuracy almost too fast for the Uchiha to dodge even with his newfound power. Now, however, he could attempt to counter the man's moves. He struck back until the man retreated for a moment.

As he moved, however, Sasuke had not been idle. His shuriken forced the man to dodge and then curved around him, tethering him to the tree that had stood at his back. "Dragon fire technique!" Sasuke called, breathing a streak of hot flame at the man.

The man was trapped there and screamed horribly as he was scorched. After a few moments, Sasuke let the technique die, seeing that he had burned a hole clean through the man and the tree behind him…until the "corpse" collapsed into a pile of mud, revealing that he had destroyed only a replacement.

"Good, but I want more, Sasuke-kun," he heard from his left.

It took Naruto a bit to follow the snake's path back and then track the noise to find the battle. When he saw Sakura motionless his eyes widened in terror, but he was relieved to find a pulse once he rushed to her side. His relief was quickly washed away by his rage, however, and he charged straight at the strange man who was attacking Sasuke.

"You hurt Sakura-chan?" he screamed. "I'll kill you, you bastard!"

His attack was utterly without finesse, but it was fast and hard. When the man saw him his eyes opened in surprise, and Naruto hit him feet-first in the chest, then clawed at his face. His teammate's hands did look more clawlike, Sasuke noted with surprise and alarm. More concerning was the red chakra that seemed to be boiling from Naruto's body and surrounding him in a faint aura that Sasuke's new eyes could see.

Naruto kept going, clawing and screaming incoherently, kicking and punching. Without the element of surprise, however, it seemed like even his new power wasn't enough, whatever it was. The man continued dodging, eyes looking over the ninja in front of him speculatively.

"So, the nine-tails' brat and the last Uchiha on the same team? Seems a bit risky, Sarutobi-sensei," he said to himself in an almost mournful tone. "You're getting sloppy in your old age."

Finally, he seemed to tire of dodging, and he quickly struck Naruto in the throat, sending him staggering backward. As Naruto coughed for a few moments, the man's tongue extended to become gruesomely long, trapping Naruto's limbs and lifting him off his feet. He pulled up Naruto's shirt and seemed to consider what he saw there; a strange spiral-shaped seal. Sasuke could guess what it was, but had no idea how it worked. This man, though, seemed to need only a moment to think it over before striking wordlessly with one hand. As soon as he did so, the red chakra around Naruto seemed to die away and his eyes, which had turned feral and resembled an animal's, returned to normal. Sasuke also noticed his fingernails shortening from their clawlike proportions and the whisker-like markings on his face becoming faint once more.

"Well, now that that distraction is out of the way," the man said, once more giving Sasuke his full attention, "I'd like to finish my evaluation."

Sasuke hated it. He was holding his own now, as the fight resumed, but it was plain that the man was holding back, slowly increasing his skill to test Sasuke's limits. Sakura was down, unconscious and in danger of being destroyed as collateral damage, and the same was true of Naruto – at best. He didn't know what the man had done to contain that red chakra, but for him to do it so easily was yet another sign of his immense power.

The fight seemed to go on and on, with the man determined to push Sasuke's limits further and further. He knew he couldn't win, but it seemed likely that if he performed well enough the man would let him live, at least in the short-term. Sasuke could feel himself beginning to run out of energy, and there was no end to the battle in sight.

Sakura woke up dazed and disoriented. It took her a moment to realize that the loud sounds nearby were a battle, and longer to focus on that and remember what had been happening when she had been knocked out. She blinked furiously and levered herself to her feet, clinging to a tree for support as she stood shakily.

She moved cautiously toward the sounds of fighting. She didn't know what she could possibly contribute, but it didn't occur to her to do anything other than see what was going on. A stab of worry shot through her when she saw Naruto, eyes closed, lying on the ground nearby. As she stumbled over she could see clearly that he was still breathing, which dulled her concern. He didn't even seem to have any major visible wounds, which was a relief. She tried unsuccessfully to wake him, giving up after a few moments; she didn't have time to waste.

She dragged him behind a tree, knowing that wasn't much cover, and moved to where she could see the battle. She was walking more steadily now, and managed to get up the nearest tree for a better vantage point. What she saw stopped her heart.

The strange man, half his face seemingly burned off but a paler one apparent beneath the tatters, facing Sasuke. Her teammate looked beaten. Dead on his feet. It was clearly only determination that kept him standing, stubborn refusal to acknowledge defeat, and she hated to see him looking this way. Then the man spoke.

"Well, I think that's enough," he said. "We're done here."

In that moment, Sakura was certain that he was about to kill Sasuke and take him away forever. She gathered all of her chakra to her feet in desperation, unable to think of tactics or strategies but determined to get there in time and do something. Anything.

The man's hands seemed to form a strange seal, and his neck grew long, face closing in on Sasuke as his mouth opened to reveal a pair of fangs that grew longer as she watched.

She leapt.

Orochimaru's neck extended unnaturally, closing the distance. He smiled in anticipation, pleased to have found a worthy vessel at last, one that would give him the power he had sought; perhaps even enough to destroy that cursed Itachi. That act would be poetic, and he looked forward to it a great deal. Using the eyes of Itachi's brother to destroy him would be satisfying.

He always savored the hot blood when he granted someone a cursed seal this way. He didn't do it all that often, and there was something special about the act to him, something precious about marking his future home.

At the last moment, he closed his eyes and bit down, tasting flesh and what lay beneath.

He heard a girl's scream, and opened his eyes.

The pain was her entire world. For a moment, Sakura was completely unaware of anything else, the sensation was so overpowering. She only managed to last a few seconds after it started, before unconsciousness claimed her.

Sasuke was trying not to give in to despair as he saw the freak's neck extend, but he simply had nothing left to give. For a brief moment, he begged the universe for another chance, promised it anything if only he could live. Not for himself; Sasuke was willing to die. He begged for life to accomplish his purpose. It was all he had, all he had allowed himself to have for years, and the thought of failing now, when he was closer than ever before to being a match for his brother, was nearly incomprehensible.

He was shocked when he saw a pink-haired form rushing between him and his enemy at the last second. Sakura tackled him off the tree branch where he stood, and her eyes went wide as she screamed in sudden pain. As they fell, he saw her throw something out of the corner of his eye, and then she had him in a deathgrip as she turned so that she was beneath him, holding him so tightly that it hurt.

A moment after they began to fall there was an explosion, and he realized what she must have thrown. He tried to do something to control their descent, but he had no time and no leverage, and they hit the ground hard.

He wasn't sure how long it took before he was able to summon the strength to move again. Sasuke pried Sakura's arms loose and gently took his weight off of her, then tried to tally their injuries. He had no major ones, miraculously. The opponent hadn't wanted to cause him serious harm, and Sakura had shielded him from the worst of the impact when they fell. He was sore everywhere, but nothing was broken except two fingers, and those were relatively easy to bandage.

Sakura was in worse shape. While she was less bruised and battered, the strange mark on her arm was frightening; he had no idea what it meant. Seals could be used for all sorts of purposes. Given the source, it was unlikely to be a good thing, although at least it wasn't bleeding much. Other than that, she seemed to have two injured ribs, although he wasn't sure if they were cracked or bruised. He wrapped them carefully and looked around.

The fact that the strange man had not pursued them was too much of a relief for him to waste energy on being confused. Sasuke took a minute to get his bearings and then carefully picked up Sakura and went looking for Naruto.

Orochimaru was preoccupied by the arrival of Mitarashi Anko, who heard the explosion and followed it. The falling genin were obscured by the explosion, and by the fact that she only had eyes for their attacker.

After all these years, Orochimaru. She had been waiting for the bastard, knowing he would rear his ugly head again someday. Hoping she'd get to cut it off herself. She wasted no time, immediately trying to kill him with needles coated in poison. He dodged and began to sink into the ground.

"Shadow Snake Hands!" she yelled, and four snakes erupted from her sleeve to grab him, pulling him out before he could disappear and throwing him over her shoulder.

"Should you really be using the forbidden techniques I taught you, Anko?" he asked her calmly. "Or perhaps it is your way of thanking me for my years of instruction."

She whirled to face him, lunging forward and using her shoulder to pin him against a tree while she clutched his right hand in her left and pinned them both there with a knife. "I'm willing to do it one last time," she answered as she grabbed his left hand. "A last time for both of us, Orochimaru. It's almost nostalgic to be working a technique together again, wouldn't you say?"

As she spoke, she used his captured hand and her own to form a seal.

"Thanks for everything you taught me, Orochimaru-sensei," she said with a mocking smile.

The sound of his laughter behind her was ice in her veins. She spun frantically as the clone she had been about to destroy – with herself as the price – melted into a puddle of oozing mud.

"Oh, Anko, dear Anko, I had thought your sense of humor lost forever," he told her as she faced him. "I'm relieved to see that it is still intact after all."

"Why are you here, bastard!" she spat. "What could possibly make you come back?"

"What if I said I came to visit an old student?" he asked her. "Would you be pleased? And if I came for some other purpose, would you be jealous?"

She said nothing, only glaring at him with hate-filled eyes.

He laughed again. "Oh, fine, if you insist. As it happens, I came to investigate. There's a boy here who interests me. I was going to give him a little present, like yours," his eyes went to her neck. "Unfortunately, a jealous girl got in the way…come to think of it, she reminds me of you, Anko," he smiled at her. "But it doesn't matter. Either she'll die, or she'll become more interesting. And I can always arrange a suitable gift for the boy later, after all."

"They'll die," she said bitterly. "Most people don't get a chance to enjoy your 'little presents.'"

"We'll see," he replied. "And now, I believe I hear some charming ANBU fellows coming and I really must be on my way. Say hello to Sarutobi-sensei for me, will you? He doesn't rest enough. Oh, and don't stop the exam, Anko. If you do, I'm afraid a lot of people in the village will pay the price."

Anko tried to stop him, but he was gone before her reinforcements arrived.

When asked later how he had gotten both his teammates away from the site of their encounter with Orochimaru with only one pair of hands, Uchiha Sasuke honestly could not recall the answer. Soon after he found Naruto, the only conscious member of Team 7 managed to get both of his teammates to a relatively safe location. The hollow under one of the forest's massive trees was a reasonable compromise; fairly inconspicuous and defensible, and not too close to the battle site.

Sasuke was more worried about his teammates than he had ever been before, except perhaps during their most recent fight. Naruto was snoring quietly and appeared relatively unharmed, but he wouldn't wake up. Sasuke was almost desperate enough to stab the boy just for a reaction, and getting more so the longer he was forced to stay awake.

Sakura, on the other hand, was running an extremely high fever. He was trying to cool her forehead with wet cloths, but that was about the best he could do. The only good news he could think of was that the man had apparently wanted to use the seal on him and had seemed to want him alive; that suggested it was unlikely to be fatal. He felt less confident about that when she started whimpering in pain, but she wouldn't wake either.

For a moment, Sasuke had considered trying to quit the exam, but there were several problems with that. First, he had no way of contacting anyone in authority without reaching either the tower or the edge of the forest. The two were about equidistant now, and he certainly could not carry both teammates to either destination. Second, he was fairly certain the examiner had said quitting was not allowed; they might make an exception under the circumstances, but there was no way to know in advance. Third…well, he didn't want to give up after coming this far. He thought his teammates wouldn't either; they had both wanted to take the test, after all.

After a few hours, he couldn't think at all clearly anymore. After five, it was almost impossible to stay awake any longer. When it had been six hours, he actually resorted to cutting his own hand at one point, so the pain and adrenaline would help him stay awake. It was a shallow cut, so there was no risk of serious damage, and he had it bandaged in short order.

After he had been on watch for a bit over seven hours, someone found them.

The three Sound ninjas jumped down from a nearby tree and he reflexively threw a kunai at one of them as he turned, but it was a weak throw and off target.

In front stood a man with a mostly-covered face; cloth wrappings concealed everything except his eyes. His arms were hidden underneath a huge fur cloak. On Sasuke's right stood a young woman with dark hair, and behind them both sat the third with an arrogant-looking expression on his face. Sasuke noted tubes sticking out of the man's palms.

"So, Uchiha Sasuke," the bandaged man spoke. "You seem tired. Is this a bad time?"

Sasuke's eyes narrowed and he stood. "You're looking for me specifically? Why, working for that snake bastard?"

They all seemed a bit surprised at that, and exchanged a few looks.

"Maybe," the first one spoke again, "but it doesn't really matter why we're here for you, does it? Either way, the effect on you is the same."

Sakura woke as if she was stumbling out of a mist. She rubbed her eyes to clear them and stumbled to her feet, beginning to look around. She felt strange, as if her mind was clouded but all her movements were easy, somehow.

Her slow return to consciousness was suddenly accelerated when she heard the sounds of fighting. She exited the small hollow, noting that Naruto seemed to be sleeping through the noise placidly.

When she got outside, what she saw enraged her.

Sasuke was on the ground, with a number of cuts and bruises that looked fresh, in addition to the older ones. He held a kunai in one hand, but that hand was trembling with fatigue. He clearly was in no shape to fight even one opponent, let alone the three he faced.

She saw the trio of Sound ninjas and her vision turned red when she realized that they were toying with him.

"So, this is all the Uchiha bloodline is worth?" the dark-haired woman said in disgust. "This is a waste of our time. We should just kill this bastard, slit his teammates' throats and move on."

"Moving on is one thing, Kin," the one with his face covered responded. "But if we kill someone Orochimaru-sama is interested in, we won't last a week."

"Whatever," she replied. "Then knock him out already, Dosu. This is boring."

The one with the bandages – Dosu – suddenly turned toward Sakura. "The girl is awake," he said to his teammates.

"I'll play with her," the third ninja said, speaking at last. "She looks fun, and I've been letting you two have the Uchiha, after all."

"Fine," Kin answered him. "Just don't waste time, Zaku, we've got work to do. They might not even have the right scroll."

Dosu, however, was looking at Sakura in alarm. "Something's wrong – can't you two feel it? Her chakra is strange."

Sakura was trembling with rage, her eyes fixed on Sasuke as he half-stood, one knee on the ground. He barely seemed aware of his surroundings.

"Don't be a coward, Dosu," the other man said. "The girl's shaking with fear. You deal with Sasuke there, and I'll get rid of her."

Suddenly Sakura's eyes snapped to the bandaged Dosu and her shaking stopped. "You will never touch him again," she said quietly. "He's mine."

The three were caught totally flat-footed when she moved, even Dosu. She was so fast she seemed to vanish, and then suddenly she was standing next to him, kicking him in the ribs with more force than he thought possible; he felt one give way under her foot. She followed up with a strike to the side of his knee and there was a sickening sound as he fell to the ground, clutching at it and screaming.

Kin was throwing needles at the pink-haired girl but she vanished again, striking the Sound ninja in the head and sending her flying backward into a tree. She hit shoulder-first and there was a popping sound as the joint was dislocated, along with a gasp of pain.

"Air cutter!" Zaku yelled, turning his hands toward her. With both of his teammates clear of her position he let loose with the full force of both hands, blasting with waves of air conducting sound, but she dodged to one side. He continued his assault, alternating hands to try to keep up with her, but she somehow managed to dodge every attack.

After the first few strikes her eyes narrowed and she began a sequence of seals that he recognized. Zaku attacked anyway, destroying the log the she left there by executing the substitution technique with one hand as he turned his other to attack her new position, above him and to the left. Her movements were still surprisingly fast, but the element of surprise had worn off now, and he would not be caught as easily as his two teammates.

He continued to blast away as he saw Sakura execute the substitution technique two more times, and then Zaku ducked to one side, following a subconscious instinct. With the genjutsu deceiving his eyes he barely noticed the blow coming at the last second. If her substitution technique hadn't displaced a rush of air, he would have died, but the brief warning was enough for him to avoid taking a fatal hit to his vital organs; instead he received a glancing slash to his side, along his ribs.

Sakura didn't let him get away, however; she grabbed his right wrist and jerked the arm behind his back and up, sending pain shooting through it. He tried to attack her with his other hand, but she just used her grip to swing him around in a circle and throw him into a thorny bush. He felt the small thorns biting into his back and tried to stay focused on his opponent, but she was already close again, seizing his left hand and holding it out as she held her kunai to his throat.

"Your arms are very interesting," she said conversationally. "Some kind of mechanism that allows you to focus chakra and control air and sound, I'd say. Fascinating, and definitely not the sort of work a genin could do. Your teammate mentioned someone named Orochimaru – did he give you these arms? Did he order you to hurt Sasuke-kun?" her voice grew harder and Zaku could feel the kunai press harder against his throat, almost breaking the skin. "I think you need a lesson to help you understand why you shouldn't do that," she said.

He screamed when she cut off his hand, and she let him continue for a few moments, then grabbed the other.

"No wait! Please!" he began babbling incoherently, begging in disjointed phrases for her to stop.

She savored his terror for a moment, and was about to take his other hand when she was interrupted.

"Let him go, Leaf ninja!" Dosu's voice came from behind her. "Or your teammate dies, do you understand?"

Sakura's eyes narrowed again and she turned to face him, holding Zaku in front of her and keeping her kunai at his throat. She radiated pure murder as she looked Dosu in the eyes, and it was all he could do not to flinch.

"How do I know you won't kill him if I release your teammate?" Sakura asked.

"I don't want to kill him," Dosu told her. "It will cause trouble with our boss. But his anger won't matter to me unless I get out of this forest alive, so my threat is a genuine one. We can make a deal here: I'll release your teammate, you release mine, and we don't go anywhere near each other until we're out of the forest. I think that's reasonable for both of us, don't you?"

"I think not," Sakura said angrily. "If you hurt him you're all dead, and you know it. I think you should give me something else in exchange for your lives as well." In truth, she just didn't want to let them go. She wanted to paint the clearing with their blood, and only Sasuke's life kept her from doing just that.

"Lives for lives," Dosu answered. "It's not unreasonable."

They stood in silence for a few moments, considering each other while Zaku whimpered, cradling his stump. Sasuke was still conscious somehow, but couldn't move from exhaustion, and Kin was recovering after popping her arm back into its socket.

The stalemate was broken when a green blur leapt in from the side, kicking Dosu away from his hostage. Kin moved to engage the newcomer, but he was fast, sweeping her legs and then kicking at her face. She rolled back after the first blow, narrowly evading the second.

"Who the hell are you?" she asked angrily.

The young man stood straight, one hand extended outward toward his opponents. His eyebrows were unusually thick and his hair was a distinctive bowl-cut. Sakura remembered seeing him during the first exam, but was still a bit taken aback by the combination of his strange appearance and apparent speed in battle.

"The Leaf Village's Youthful Green Beast, Rock Lee!" he proclaimed proudly. "For three ninjas to gang up on a single opponent in this fashion is most unpleasant, especially one of such beauty and grace!"

Everyone else in the small clearing had some trouble processing that.

"Her?" Kin yelled, gesturing at Sakura in apparent disbelief. "She nearly killed us all, and you're leaping to her defense? Are you insane?"

Even Sakura's murderous rage was subsiding a bit under a sense of profound confusion.

"Your name is Sakura-san, is it not?" Lee said to her, turning his head but keeping his body oriented toward the two Sound ninjas. "I am awed by your loveliness, and surely will appear whenever you are in need!"

Sakura just…could not think of an appropriate reply, under the circumstances. It was like she had wandered into another world where nothing made sense.

Dosu and Kin had similar feelings, but Dosu's fear of Sakura and panic at losing his hostage broke through and he recovered faster than anyone else, making a limping leap toward the newcomer and swinging his right arm, which had a strange device on it that emitted a high-pitched sound as he closed in.

Lee slid backwards, easily dodging the blow, and kicked him in the chest hard. A moment later, however, he stumbled, dropping to one knee for a moment. When he rose again, his footing seemed a bit uneven.

Kin took advantage of the distraction to lunge for Sasuke. She was convinced, just like Dosu, that only the threat of ending his life would allow them to get out of this situation alive.

That snapped Sakura out of her momentary lapse of focus immediately. She focused her chakra to her feet and kicked off of Zaku, sending him backward and propelling herself toward Sasuke at the same time. She and Kin arrived almost simultaneously and Sakura kicked the woman in the side, feeling the arm Kin interposed break, then threw her to the ground. She grabbed the woman's hair and looked at Dosu, who was the only Sound ninja still appearing combat-ready, even if he could no longer move quickly.

"You had your chance," she told him. "Now you're all dead."

She was just about to cut Kin's throat when Sasuke's hand on her wrist stopped her.

"Wait, Sakura," he said weakly. "It's enough. You've beaten them."

She looked at him and felt her rage rising again. "They hurt you."

His grip on her wrist tightened. "Sakura, you've won. It's alright. Let them go."

She felt the warring desires in her heart, and for a moment was frozen in indecision. Her knuckles whitened as she gripped her kunai, but her eyes strayed to Sasuke's hand on her wrist.

"Our scroll," Dosu said, breaking the silence. "You said you should receive something in exchange for our lives. We'll give you our scroll in exchange for letting us go. Ours is a scroll of Earth. If you can't use it, then you might be able to trade it…how about that?"

Sasuke nodded at her, and she acquiesced. "Fine," Sakura said after a moment, turning to look Dosu in the eyes. "But if you ever come near Sasuke-kun again I'll kill you all. You understand?"

"I understand," he said sincerely. "Here." He removed the scroll, limped forward a few paces and placed it on the ground before turning to gather his teammates. He kept watching Sakura in his peripheral vision, but refrained from looking directly at her as he gathered them and left.

Sakura helped Sasuke to the shelter of the hollow where she had woken up to find Naruto still sleeping, then turned to the interloper who had saved him.

"I know who you are now, but…I don't understand," she said. "Why did you help us?"

"We are all Leaf ninjas," Rock Lee said, "and I believe my sensei would have wanted me to step in. But beyond that…as I said before. You are most beautiful, Sakura-san, and if you call me I will come to your aid. Perhaps you would go out with me after the exam?" he asked. His face was perfectly serious.

This is…the least subtle person I have ever met, she thought to herself. I thought Naruto was but…wow. At the same time, she blushed slightly; no one had ever been quite so openly complimentary and chivalrous toward her before. It certainly hadn't happened within moments of meeting each other, anyway. She found herself uncertain how to reconcile that with her opinion of his appearance, which was not her type, to say the least.

"Ah…well, thank you Lee-san," she said. "For helping us, I mean. And as for your question, well…you've been very kind, but I love Sasuke-kun," she answered, gesturing toward where her teammate lay. That seemed like the best compromise between discouraging him and being kind.

Lee nodded solemnly. "Ah, then you were fighting in defense of your heart. No wonder you were able to do so well against three strong opponents, Sakura-san. I am sorry to hear you love another, but I will still come if you call, as my heart demands no less."

She was a bit nonplussed, but couldn't quite find anything to take issue with in his words. "I…see. Well, you're very, um…flattering, Lee-san and I hope your team will do well in the exam." Her brow furrowed for a moment. "How did you find us anyway?"

"Why, I was scouting the woods for an enemy team when I heard the sounds of battle, and found you youthfully defending your teammates from those three opportunists!" Lee replied. "I was so moved by your plight and determination that I could not stand aside when they resorted to threatening your teammate."

"Oh," she answered. After looking at him for a moment, she spoke again. "Which scroll does your team need, Lee-san?"

"We were given the Earth scroll, Sakura-san," he answered without hesitation.

She smiled. "Well, in that case, I think I have a chance to repay you for your assistance. Wait here for a moment, please."

Lee started to refuse when she gave him their spare Heaven scroll, but turned effusive once she explained that they had another.

"Truly your team must be most skilled, Sakura-san, to defeat so many opponents so quickly!" he exclaimed. "I shall have to train even harder to meet your high example and become worthy of your affections!"

It took a bit to cut through his gratitude and general air of enthusiasm, but Sakura eventually managed to send him on his way without being rude, mainly by suggesting that he should hurry to tell his team the good news.

Afterward, she went back to her teammates.

"Sasuke-kun?"

It took him a moment to respond; it seemed he had been on the verge of falling asleep. "Sakura. Are you alright? I thought I saw that mark," he indicated a strange mark on her arm, "doing something."

"What's that?" Sakura exclaimed in surprise. "Is that-"

"That is where he bit you," Sasuke answered. "Whatever that seal is, he meant to place it on me."

"Oh," she swallowed in fear. "That might explain some things."

She looked at nothing, and Sasuke waited for a moment to see If she would say anything more. His own fatigue was returning quickly, however, prompting him to speak.

"You were acting strangely," Sasuke told her. "I've never seen you like that before, and there was something odd about your chakra as well. If I had enough energy to use my Sharingan, I might have been able to get a better look, but that will have to wait for now," he grimaced. "I doubt I could fight off Tora."

"You need rest," Sakura said quietly, looking up and meeting his eyes again. She pushed her fears aside and looked over at Naruto for a moment. "How long has it been since the fight with the snake freak?"

"At least eight hours now, I'd say," Sasuke told her.

"You haven't slept, have you?"

"You and Naruto were unconscious," Sasuke answered a bit defensively. "You have that seal, and he did something else to Naruto, I think, though I'm not sure what. He hit him in the stomach; it shouldn't be keeping him out this long. I'm concerned it might have something to do with Naruto's guest. That could be bad for all of us."

Sakura nodded. "Still, we can't move effectively with two of us weakened. Let's relocate away from here, then you rest for a while. We'll just have to hope Naruto comes out of it on his own for now."

"I bet we're some of the first ones here," Kiba said to the other five genin as they walked into the tower on the morning of the third day. "We kicked ass, even if we did slow down to avoid trouble yesterday."

"I still can't believe we got that lucky," Ino commented. "I mean yes, it was stupid for the Rain team to pursue us, but the fact that they had the Heaven scroll we needed? Hard to believe our luck."

"I wonder when the third exam will happen," Chouji said aloud. "I mean the second started right after the first, but for this one people are arriving at different times. If the third exam starts at the end of the five days, then we'll have an edge over everyone who's less rested."

Hinata looked into the forest behind her just before the doors closed, wondering how one particular genin was doing.

"That's a good point, Chouji," Shikamaru told his friend. "We should make sure we take the time to rest and make the most of it, if we get the chance."

"Indeed," Aburame Shino agreed. "For now, however, it appears our teams must separate again. I wish you all luck," he said to Team 10, "and if we have the opportunity in the future, I would be happy to collaborate once more. It was most effective."

The others exchanged similar words and the two teams were about to part when they sensed a presence further inside the tower. They turned to look as one and drew closer together when they saw three Sand ninja, led by a boy with a gourd and dark circles under his eyes.

Gaara of the Sand looked over the six Leaf genin and saw no one who interested him. He turned and walked back to his room.

The six genin from the Leaf stayed together until they were certain he was gone.

"We should warn Team 7, if we get a chance," Shikamaru said quietly to Shino. "That one's dangerous."

Shino nodded in quiet agreement.

Sasuke awoke halfway through the third day and looked far better than he had when he went to sleep, despite the dirt and bandages. He insisted on letting Sakura sleep for at least a few hours, finally promising to wake her at the first sign of trouble in order to convince her to rest.

He was extremely glad when no one disturbed them. Naruto eventually woke up after dark that day, and nearly gave away their position with his attempt to locate the enemy, but Sasuke was able to calm him in time. The noise was enough to wake Sakura, however, and the three finally had a chance to compare notes and fill in the missing gaps for each other; Naruto was shocked and apologized to his teammates when he realized that he had been asleep while their lives were in danger.

At Sakura's request, Sasuke downplayed her extreme actions in the fight with the Sound ninjas. She felt ashamed that she had been acting in such a sadistic fashion, enjoying Zaku's pain and helplessness as she cut off his hand, and wanted no one to know about it if she could avoid telling them. Sasuke had agreed to her request for now, but made her promise that she would tell someone the whole story once they got out of the forest; at least Kakashi-sensei.

When his two teammates asked Naruto if he remembered anything after the snake-freak had struck him, he was quiet for a few moments.

"Hate," he said finally. "I remember hate. And something orange and red. I think the fox was talking to me, maybe asking me to let it out."

Neither of them had a good answer to that. They eventually managed to get some rest, however, and were ready to move by noon on the fourth day. They spent most of the afternoon and evening recovering and ate to replenish their energy, then started off that night.

"Well, we've got both scrolls," Naruto said optimistically. "All we have to do now is get to the tower, and we've only got about a third of the distance left."

"That last third is where everyone will probably have set traps," Sasuke answered him. "Whether they have one scroll or none, everyone will realize that this is their last chance, and the tower is the only place they're guaranteed to find what they need."

"There's not much we can do about that," Sakura said. "We've got a day. I think resting was the right call, but we can't even move too slowly, so it will be hard to avoid getting spotted."

"Agreed," Sasuke said, "but I have an idea. Naruto, how are your chakra reserves?"

"Fine," Naruto answered him. "I mean, I was out for a while but I wasn't fighting, so I should have plenty of energy."

"Excellent," Sasuke said. "I suggest that if we get attacked, Naruto creates a mob of clones to distract the enemy and we keep moving. At this point, we gain nothing from fighting, so avoiding them if possible would be ideal."

"That's a good idea," Sakura said thoughtfully, "especially since Naruto's more rested than us. And he has more chakra reserves anyway. Think you can do it?" she asked her other teammate.

"No problem," he said, grinning confidently. "You guys took care of things before, but now it's my turn."

With that, they set off.

They had covered about half the distance when Sakura noticed something was wrong. She didn't notice at first, and time began to drag on, the sun moving across the sky. After a while she realized they were trapped within a subtle illusion that was sending them in circles, and began trying to spot the enemy.

"Sasuke-kun, what do you think the third exam will be like?" she asked.

"Why would I know," he said in a slightly confused and surprised tone.

"Well, sometimes you just see more clearly than the rest of us," she said, catching his eye. "But I guess if you haven't thought about it then there's no point discussing the matter any further."

"I bet it's something crazy," Naruto said obliviously. "Like fighting Kakashi-sensei one-on-one."

Sasuke had figured out what Sakura was asking, and was trying to keep from giving any sign. He activated his Sharingan and noticed the subtle illusion that had trapped all three of them, instantly seeing the way it warped their perceptions to make them run in a circle instead of moving closer to their goal.

He refrained from reacting, however, following his teammates as he tried to look for the enemy without giving himself away.

In the center, he signed to his teammates once he could do so without being seen. Twenty meters left, by that crooked tree. Three of them. One in the ground, one in the tree, one in the bush next to it. I'll attack first.

Naruto was puzzled at first, but he trusted his teammates. He agreed quickly enough, and Sakura signed her own readiness.

Abruptly, Team 7 changed direction. Led by Sasuke, they dispelled the illusion that had affected them, and attacked.

"Fire flower technique," Sasuke cried, breathing several small jets of flame at the three enemies. The technique was less destructive than his grand fireball, but also consumed less chakra.

"Shadow clone technique!" Naruto yelled as he flew through the air. He was surprised at how much effort it took to create only five clones, and felt noticeably drained. There was no time to reflect on that though as he rapidly approached his target, who had leapt out of his perch in the tree to avoid Sasuke's flame.

The three Leaf genin were surprised to see the same Rain ninja they had faced earlier in the exam, but it did give them a certain confidence. They had beaten this team once before, and managed to detect their genjutsu trap as well.

Sakura was going for the one in the bush, throwing a handful of shuriken at him. The man dodged and she closed the gap, striking high. He ducked under her punches and slashed at her body, but she stepped back, easily avoiding his strike. Her lips curled into a feral smile and she felt powerful as he seemed to slow down slightly. Her next blow to his face connected, breaking his nose and sending him flying backward. Her smile died, however, when she saw that strange marks seemed to be flowing up her arm from the place where she had been bitten. Her smug satisfaction disappeared and the sweat of effort turned cold with fear. When her opponent came back at her she nearly failed to dodge in time, she was so distracted. Fortunately, Naruto dropped down from above and knocked out the ninja before he could take further advantage of her lapse.

When she looked up, she saw that her teammates had dispatched the other two enemies as well.

She looked down at her arm again, and saw the marks receding once more, but the sight did not make her feel much better.

"Guys," she said hesitantly. "I think I need some help."

Sasuke was looking at her and frowning, the Sharingan prominent in his eyes. "I'm sure you do," he said. "The thing is doing something to your internal chakra network. We need to get rid of it."

Naruto refrained from mentioning his own difficulties for the moment. "Then let's get moving. We're so close to the tower now, I'm sure we can get some help for you there, Sakura-chan."

END CHAPTER

Leaf Intelligence Division Report: Recent developments in Hidden Village of Sand (Summary)

Multiple low-value intelligence assets in the Wind Country have indicated that recent troop movements have focused the Sand Village's power to the Northwest portion of their territory in order to coordinate a search for one or more prominent missing-nin. In order to adjust for that commitment, smaller shifts have taken place in the country's interior regions and along the borders.

The assets in question do not have deep insight into Sand operations, and are largely dependent on rumors among low-level government personnel, thus making their information doubtful. Assets Z and H are attempting to investigate these reports, but have yet to provide any confirmation either way.

A single report suggests that one of the Kazekage's close associates may have left the Sand Village for unclear reasons; if the rumors of missing-nin are true, he may have been sent to coordinate the search personally. Alternatively, the two facts may be unconnected, or the search may be a ruse to distract from his true activities.

Sand ninjas have been stepping up efforts to crack down on missing-nin picking up contracts near them for some time; it seems likely this is due to the decreasing number of contracts they are receiving from government and government-affiliated sources. The search for their missing-nin may be the result of leads turned up during those efforts.

Currently, estimates of the Sand Village's military readiness are higher than they have been for some time. If hostilities were to commence, they would be in a position to react – or act – quickly. Given our numerical superiority, Sand would have to seize the initiative in order to win in any conflict against us. A sufficiently strong first strike might be enough to convince others to join their side in the hopes of eliminating the Leaf for good. Any conflict of attrition, on the other hand, would favor us. Recommend increasing vigilance along the border at this time and watching Wind Country citizens more closely.