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.


All three members of Team 7 were a bit surprised when using the two scrolls together caused Umino Iruka to appear.

"Well, I'm glad to see the three of you passed the second exam," he greeted them cheerfully.

"Iruka-sensei!" Naruto exclaimed with surprised happiness. "It's good to see you!

"I see now," Sasuke commented, "together they form a summoning technique."

"Hi, Iruka-sensei," Sakura greeted him.

"You look like you had a tough time of it," the chuunin commented, looking them over. He didn't see the cursed seal mark; Sakura was covering it. "Someone meets each team when they reach the tower, and I was selected to be the one who met you. I don't know the specifics, obviously, but these exams are always hard work. All three of you should be proud of what you've done to get this far."

The three exchanged looks, trying to decide if this was the time to begin reporting on their experiences. Before any of them could make the decision, however, Iruka began speaking again.

"It looks like there's not much time left," he said, checking his watch, "so it's a good thing you three didn't slack off. If we had time, I'd buy you all a bowl of ramen to celebrate your success," he said, smiling at Naruto, "but I'm afraid we need to get moving-"

Naruto's hug – which was almost a tackle – cut him off in midsentence.

"I knew we'd do it!" Naruto said, laughing. "Sakura, Sasuke, we pulled it off! We're the best!"

Despite the circumstances, Sakura couldn't help smiling. Even Sasuke felt his lip turning up slightly, and couldn't help feel some of the tension leave him at his teammate's cheerfulness.

After all, they had passed; that was good reason to be glad. Given the circumstances, Team 7 probably had more right to be pleased with themselves than any of the others, when you thought about it.

"So out of curiosity, Iruka-sensei, what would have happened if we opened one or both of the scrolls outside the tower?" Sasuke asked.

"Well, the test is meant partly to measure your reliability and ability to follow orders," Iruka-sensei replied. "If you had done that, you would have been knocked unconscious and failed the exam immediately."

Sasuke nodded, but Naruto was barely paying attention.

"We passed! We passed!" he laughed. "We're totally going to be chuunin!"

"The other reason I'm here," Iruka said, gathering their attention again, "is to explain that," he pointed to the wall. "The motto of the chuunin, written by the Hokage. It says that if you lack Heaven, you should seek wisdom, and if you lack Earth you should run in the fields. The meaning is that a chuunin must always be trying to improve his or her skills, whether mental or physical. Finally the third part, which tells you to seek challenges, simply means that we only improve if we train hard and test ourselves. Easy training doesn't make you stronger," Iruka finished.

"A chuunin is eligible to be put in command of a squad," he elaborated, "and must have both a quick mind and a strong body to do that. If you are slowing your team down, you're a burden instead of a leader. On the other hand, being a capable fighter is not enough; leaders must decide when to fight and when not to. For a genin, a soldier, being able to fight is enough, although we encourage more. For a chuunin, the combination of mental and physical ability is essential."

His voice turned more serious, abandoning his typical lecturing tone from the academy. "I suggest you keep this in mind in the near future. The chuunin exams are not over, and they won't be getting easier."

"There's one more thing I want to say, before I take you to the site of the next stage of the exams," Iruka said after a momentary pause. "When I heard that Kakashi was nominating you to participate, I was worried. There are reasons most rookies don't try the first time the opportunity comes up. But I can see now that he was right. You've only been out of the academy for a few months, but it's clear to me now that you've come a long way in that time. If you succeed and pass the rest of the test, I'll be glad to call you all fellow chuunin of the Leaf. Make yourselves proud; I already am."

Sasuke and Sakura were a bit surprised, particularly by the emphasis he had placed on all three of them. They had realized that Naruto was particularly close to Iruka-sensei, but he seemed very sincere. The man had always been a kind and effective teacher, but they had never really looked at him as a person before; now, they were forced to re-evaluate him in that light.

Naruto just stood there, his grin widening.

"Thank you, Iruka-sensei," Sakura said after a moment. Sasuke nodded his own acknowledgment to the man.

"You'll need to follow me now," he told them, leading the way further and higher into the tower.

"Is your cursed seal still causing pain?" the Hokage asked.

"Less so now," Mitarashi Anko answered. "Hokage-sama, I'm extremely concerned. Orochimaru seemed to be stronger than ever, and he said he was interested in one of the exam's participants. He also indicated that he was going to give that one a seal, but he was interrupted and it ended up on a girl, instead. I have no idea how much of that we can believe. It's entirely likely that one of the participants is dying right now from the damned thing, if she's not dead already. And whoever Orochimaru is interested in may well be worse off, in the long run."

"We shall have to take a close look at those who reach the tower," the Hokage answered. "In the meantime, ANBU has already begun a tight sweep of the forest; they'll turn up any evidence that is there. You said Orochimaru warned against stopping the exam?"

"Yes, Hokage-sama," Anko confirmed. "Specifically, he said the people of the village would suffer if we did so."

"Hmm," Sarutobi Hiruzen said quietly, "I note that doesn't promise they won't suffer if we continue it. Still, the diplomatic repercussions of stopping the exam would be severe. Without more information, I don't think we can justify doing so at this stage."

"I do have a guess concerning which student he might be interested in, Hokage-sama," Anko said after a moment. "After reviewing the files we have on all the participants in the second exam, the only one who seems like he would attract Orochimaru's attention is Uchiha Sasuke."

The Hokage nodded. "Yes, I had the same thought. And he does have a female teammate who might be inclined to jump in and help him, as well."

"It seems to me," Anko continued, "that the Sharingan is extremely likely to attract Orochimaru's attention. Whenever he wasn't trying to invent his own sick new techniques," her face twisted in disgusted memory, "he wanted to learn those that already exist. The Sharingan is essentially the perfect tool for that. Other than Sasuke, I thought the two Hyuuga children seemed like the most likely candidates. Particularly Hinata, since she's from their main family and so does not have that seal of theirs," her negative opinion of that practice was obvious in her tone; it resonated too closely with her own experiences. "However, it's also possible that Hyuuga Neji might be a better candidate; he is said to have greater skill, and his seal might make him a more likely convert, in Orochimaru's estimation."

"A good analysis," the Hokage answered her. "Unless one of the candidates from another village has some quality we are unaware of, I am inclined to agree. I heard from one of the proctors that there was an irregularity concerning one of the Sand teams, by the way; could you elaborate on that?"

"Of course, Hokage-sama," she answered. "The Kazekage's children broke the old record for completing the Forest by several hours. Furthermore, when they arrived they had no wounds and the youngest one – the one with the gourd – appeared to be completely unaffected by their journey. He wasn't even dirty. We've since determined, based on reports from observers, that he apparently killed three of the ninjas from the Hidden Rain Village single-handedly."

The Hokage nodded slowly. "We will have to watch those three cautiously. A kage's son, with great but unknown power could be interesting to Orochimaru. Things with the Sand have been a bit tense lately, and the loss of one of the Kazekage's children would not help matters."

"I'll arrange extra guards," Anko answered immediately.

"Yes, that would be best for now," the Hokage replied, a thoughtful expression on his face. "Unless I'm mistaken, however, the time for the next stage has come, so we should get downstairs to the combat chamber."

Team 7 was the second-to-last to enter the large room, followed not long after by the three Sound ninjas. They looked like they were in terrible shape but also carried themselves with pride. Dosu was limping with help from Kin, his bad knee now in some kind of brace. Zaku's stump was wrapped in a clean, professional-looking bandage and had apparently been cared for fairly well, along with the slash to his side. Kin was the best off; she seemed relatively unharmed. Her broken arm had a simple cast on it, but she was able to use both hands despite the injury.

As for Naruto, Sasuke, and Sakura, they were dirty but looked good despite that, at least outwardly. Naruto was concerned about his prisoner and all three were worried about Sakura's seal. She had covered the bite mark on her arm and the seal that it formed with a bandage, so it was not immediately visible.

Already in the chamber were a number of teams, including Rock Lee's team and the other six Leaf rookies, who stood together. Sakura nodded and smiled slightly at Lee as he immediately noticed her entrance. The rookies were casually talking to each other, and looked like they were in some of the best shape of anyone; well-rested and relaxed. Every once in a while, however, one of them would glance carefully in the direction of the Sand ninja with the gourd on his back, who was appraising the new arrivals while his two teammates stood behind him.

In addition to those teams, there was one other from the Leaf; three older genin all wearing glasses. Two of them were also wearing veils. Lastly, a trio from the village of Waterfalls had qualified. They looked like they were still recovering from a relatively recent fight, although they were less injured than the three from Sound. So, five teams from our village, Sakura counted. One Sound, one Sand, one from Waterfall. The Sound team gave them a wide berth despite arriving soon after them; she spared a glance and saw that Dosu was watching her warily, while Zaku glared at her with hate in his eyes.

She tried to remain impassive as she looked away. Seeing them again brought back some of the anger she had felt, and the lingering intensity of the emotion frightened her.

The newly-arrived teams lined up alongside those who were already waiting. Team 7 exchanged some greetings with their fellow rookies.

"All three of you watch out for the Sand ninja with the gourd," Shikamaru told them abruptly, his face serious. He exchanged looks with Shino and Sasuke. "There's something off about him."

Team 7 was distracted from asking further questions as Lee and his two teammates approached them.

"Sakura-san, I am glad to see you and your teammates are well," Lee greeted her. "These are my teammates, Tenten and Hyuuga Neji." The girl smiled at them, while the other boy merely gave a quick nod.

"It's good to meet you," Sakura said politely. "I'm Haruno Sakura, and my teammates are Uchiha Sasuke and Uzumaki Naruto."

"A pleasure to meet you all," Tenten said with equal politeness. Her eyes seemed to linger on Naruto for a moment, but it was so brief Sakura thought she might have imagined it. "It was unexpectedly gracious of you to give Lee a scroll for his assistance, although it certainly made our lives simpler."

"He helped us out of a tight spot," Sakura replied. "We're all Leaf ninjas, so it seemed more than appropriate to return the favor."

In the meantime, Hyuuga Neji was studying Sasuke closely, and the other began to return his scrutiny. Tenten and Sakura noticed, and Tenten glanced significantly at the two, then rolled her eyes. "Does yours take himself too seriously too?" she asked, not bothering to whisper. "Because mine does." Sakura couldn't quite suppress a smile at that, but managed to restrain herself. "Maybe sometimes," she allowed. The two boys frowned at their female teammates, who laughed at them in return.

It was wonderful to laugh after the events of the last few days, and Sakura felt some of her tension and fear receding.

While that went on, Naruto and Rock Lee were getting acquainted.

"So, you're the guy who helped us out, huh?" Naruto said, cocking his head to one side to consider the unique-looking youth in front of him. "Well, thanks. I'll have to try to return the favor someday."

"No thanks are necessary," Rock Lee said enthusiastically, "though it shows your youthful spirit that you offer them. But Sakura's gift of a scroll and the joy of spending more time in her presence are already great rewards!"

"Yeah, okay," Naruto answered. "So…you like Sakura-chan too, huh?"

"Her beauty has captured my heart," Lee responded earnestly. "I take it you also seek her affection? Surely this is proof of her many virtues, that I already have a rival!"

"Um…yeah," Naruto answered. He wasn't sure what to make of this guy. He had thought that Sasuke and Sakura had been exaggerating when they described him, but apparently that wasn't the case. And while part of him was irritated that the guy had been there to save Sakura-chan and Sasuke while he was unconscious, he couldn't help being a bit grateful at the same time. Besides, Lee was just too enthusiastic to hate. The guy was completely unfazed that they both liked the same girl, seeing only something else they had in common rather than a point of contention.

"I am curious to see your skill," Lee went on. Naruto had tuned out his rambling for a minute, but now realized the boy was still speaking. "Perhaps after the chuunin exams are complete, we can train together and unlock our great youthful potential!"

"Um…sounds good?" Naruto said in confusion.

Lee's joy at the prospect of a new sparring partner was sadly left unexpressed, due to the arrival of Mitarashi Anko and the Hokage.

"Listen up, chuunin candidates!" Anko said loudly as she approached. "First off, congratulations on completing the second exam! You've all come pretty far. I was expecting we'd have less than ten people left, and here there are twenty-four of you. Unfortunately, that's a bit too many. As some of you may know, the finals are a bit of a spectacle, and there won't be time for that many participants. So, we're going to have some preliminary matches here to cut down the numbers. Now, I believe Hokage-sama wants to speak to you all."

She stepped back and the Hokage lowered his pipe, exhaling a last breath of smoke.

"Before we move forward, I will explain to you something about the nature and purpose of the chuunin exams," he began. "During the third and final exam, you will face each other in one-on-one fights. These fights will be watched by me, the Kazekage, and influential individuals from the other participating countries, possibly including the heads of your villages or nations. Wealthy merchants and other potential clients attend as well. Rather than serving as mere entertainment, the matches give people an opportunity to evaluate the strength of each village, and those assessments affect who receives contracts. That means that a good showing in the finals may provide financial gains for your village, as well as improving your chance to be promoted. Reaching the finals is necessary to become a chuunin, but victory there is not. You will be assessed based on your performance throughout the entire process of these exams, from beginning to end. Now, the proctor will move these proceedings along."

The candidates were still absorbing the Hokage's words when a Leaf ninja they didn't recognize stepped forward. "My name is Gekkou Hayate," he introduced himself, "and I will be in charge of the preliminary matches. As Anko-san indicated, there are too many of you to participate in the finals. Therefore, the chuunin exam rules which all of your nations agreed to stipulate that we will hold preliminary matches to decrease your numbers. I will referee. If I declare a winner or tell you to stop, the match is over. You may kill or disable your opponent, or convince them to give up. We will be beginning immediately, so anyone who wishes to withdraw at this point should speak up. Keep in mind that the team portion of the exam is complete."

He waited a moment. The candidates all looked at each other, but everyone who had made it this far was too determined to walk away now. Sakura managed to hide a brief grimace of pain as the mark on her arm hurt again.

"Very well, then," Hayate said. "Since there are twenty-four of you, we will have twelve matches, and the winners will move on to the finals. Matchups will be determined randomly. Everyone move to the catwalks," he gestured to stairways on either side of the room, "and wait for your name to be called. If you start anything before I give authorization, it will be an immediate disqualification. If you strike your opponent after I have called the match, you will also be disqualified."

"The first match participants will be Uchiha Sasuke and Kin Tsuchi," Hayate announced.

The two genin returned to the area below, facing each other. While they had been involved in a fight of sorts, neither really had personal experience with the other's abilities, nor had they seen them secondhand. They were both silent until Hayate commanded them to begin.

Sasuke immediately moved forward, trying to close the gap between them. Kin responded by retreating and throwing needles in his direction. They missed, but Sasuke noted in passing that they all seemed to have bells attached. He couldn't guess what purpose the bells might serve, and decided to try for a quick victory rather than waiting to find out.

Kin continued to throw her needles at him and evade, but he was closing the distance bit by bit. Finally, Sasuke attacked with a flurry of punches and kicks. The Sound ninja blocked the first few blows, wincing as they made contact, and then produced a pair of straight sticks from behind her back. Wielding one in each hand, she began to use a combination of sweeping strikes at his head and legs and straight thrusts at his chest and stomach. While the weapons were not sharp, they were certainly hard enough to cause damage.

Sasuke took a strike on his left shoulder and managed to trap the weapon under his arm before Kin could recover, kicking at her throat with his right leg at the same time. She released her stick to evade his kick, grimacing unhappily. Sasuke broke the wooden weapon over his knee and tossed the pieces aside, then attacked again. With only one weapon, her defense was considerably weaker, and he began landing blows with more frequency. Finally she threw the second stick at his face, causing him to dodge in surprise. As he reflexively dropped to the ground, her hands formed several seals, and then she seemed to multiply in front of his eyes.

All the different images of her charged Sasuke from several directions, but he activated his Sharingan and immediately realized that he was facing an illusion. He ignored the genjutsu, meeting her attack head-on and kicking her twice in the torso and once in the face. She seemed surprised by his lack of confusion, and anger crossed her face as her hands moved in a different set of seals.

This move triggered the bells she had placed previously, and suddenly Sasuke felt disoriented. His ears hurt and images blurred, with multiple copies of her again appearing before his eyes. This time, however, the problem was his lack of balance, and he felt light-headed as she began to walk forward.

"You can't target when you can't see clearly, no matter how good you are," Kin gloated. "Now it's the end of the line, Uchiha Sasuke."

Sasuke sprang awkwardly to one side, hands moving in a series of seals. "I can just hit all of you at once," he answered. "Fire technique: Grand Fireball."

Kin was slow to dodge and took the blast directly on her right side. She screamed horribly as the fireball burned her, falling to one side where she rolled, frantically trying to extinguish the flames. When she finally stopped, her shirt was almost destroyed, her right arm was burned, and that side of her face looked scarcely better. The once-pretty young woman clutched at her face in agony, trembling from the pain. The cast on her arm had shielded some of her flesh from catching fire, but not enough.

"I give up," she gasped hurriedly, "Please get the medics, please."

It wasn't a pleasant sight, but Sasuke would have felt worse if she wasn't one of the trio who had considered killing him and his two teammates. She would survive, and he guessed that much of the damage could be repaired; it looked largely superficial. While painful, the wounds were not internal.

She'd never look the same again, though.

"Uchiha Sasuke wins," Hayate announced.

Once Sasuke and the injured Kin had vacated the area, he summoned the next pair. The Sound ninja was being given painkillers as the medical personnel picked up her stretcher, and she was already quieting before she was out of the room.

"Participants in the second match will be Rock Lee and Yamada Rokurou," Hayate called once the area was open again.

Lee jumped down eagerly, looking like he was in peak condition again; the time since he was hit by the Sound ninja apparently had been long enough for him to recover. His opponent was the first of the three ninjas from the hidden village of Waterfalls, and the man walked down calmly and quickly to face his opponent, his eyes analytical.

"Begin," Hayate said for the second time.

Lee wasted no time, immediately running at his opponent. The man retreated, his hands blurring in several seals; Sasuke activated his Sharingan, hoping he might learn a new trick or two by watching this match. With his own concluded, he felt little need to conserve chakra.

"Water technique: Sudden wave," the Waterfall ninja said quietly. As he completed his seals, a wall of water formed in front of him and shot toward his opponent, and he leapt backward to stand sideways on the wall, apparently seeking distance or a better vantage point.

For a moment, Lee seemed to disappear from Sasuke's vision, but the Uchiha was just barely able to track the young man's movement as he accelerated and ran around the wave and up the wall. His enemy never saw the first blow coming and was sent flying from his perch by the round kick to his face.

He recovered from that, however, hands blurring again. The two ninjas began a game of cat and mouse, with Lee chasing his enemy relentlessly, and the Waterfall ninja clearly pushing himself hard to stay ahead of his pursuer, repeatedly throwing water techniques, shuriken, and even a few kunai with explosives notes all to no effect. He only managed to slow Lee down.

"You like keeping your distance, I see," Lee said after about half a minute of that. "But I won't let you!" Suddenly he seemed to go even faster, and he was inside his opponent's guard. His movements changed from the long kicks and straight punches he had used earlier, and Sasuke realized he had switched to a different style, to his surprise. Most ninjas didn't learn a second taijutsu style so soon…perhaps he was a specialist?

His new attacks consisted largely of elbows and knees, and the tactic suddenly made sense. Against an opponent who was desperate to keep his distance, this method allowed Lee to stay at extremely close range, never giving the man a chance to use his ninjutsu.

The rest of the match didn't take long. The man was staggering backward with bruises everywhere and blood leaking from his mouth when he raised one hand. "I concede," he said loudly. He turned to Lee afterward and nodded acknowledgment. "Your speed is quite formidable, Leaf ninja. I can live with losing to you."

"You made it a most youthful and challenging contest, Yamada-san," Lee replied. "I wish you good luck in your next attempt at the chuunin exams."

His defeated opponent seemed a bit surprised at his politeness, but made no other comment, and soon the two had moved out of the way.

The next to be called were Zaku Abumi from Sound and Temari from the Sand.

As soon as they received authorization to begin, Zaku leveled his remaining hand at her. "One hand is enough for you, I think," he declared arrogantly.

Temari smirked at him. "If you don't take me seriously, you may just die," she warned him.

Zaku's face twisted in anger for a moment. "You're finished! Air cutter!"

A blast of air came out of the hole in his hand, sweeping toward Temari…then abruptly was gone.

She laughed. "You really have no idea what kind of trouble you're in," she told him. "If that's all you can do, this is going to be a short match."

"Damn you, don't take me lightly!" he yelled at her. "Air Cutter!"

This time the wind's force was greater, but Temari somehow canceled it out once again. When they could see clearly, the observers saw that she was holding a large fan, now opened, with two purple circles visible on it.

"Well? Is that it?" she taunted him. "If you're not even tough enough for me to go to full power, then it doesn't say much for the Sound ninja."

Zaku was beyond talking now; he looked like he wanted to tear her to pieces. He suddenly freed his other arm from its sling, bringing it to bear; while there was no hand on it, there was an opening identical to the one in his hand, and this time the blast of air that he let loose was twice as strong as the last.

Temari swung her fan once, and sent him flying across the room, all the way back into the wall. A third purple circle had appeared on her weapon.

When Hayate called the match, she walked back to her teammates without a scratch on her, giving no sign whatsoever that she had exerted herself. The medics came to collect Zaku and take him away.

"That was pretty one-sided," Sakura commented to her teammates. "I mean, she looked like she was bored. I don't see how that's possible; she was generating a significant amount of wind. It should have been a drain on her."

"It looks like the fan amplifies her techniques somehow and improves chakra efficiency," Sasuke responded. He had decided to keep watching these matches with his Sharingan as much as possible, to learn everything he could about those he might face in the finals. "Even that seems a bit too convenient, however. Most likely she is less skilled in taijutsu and other areas. If that fan were truly so powerful, I would expect more Sand ninjas to be using them, unless it's difficult to reproduce."

"The next one's starting, quiet down," Naruto said to the two of them.

Shikamaru and Tenten were called up. Neither knew anything significant about the other's abilities, although Shikamaru noted that his opponent was carrying several scrolls. Still, those could mean anything.

When they received the command to begin, Tenten retreated, throwing a pair of needles. Shikamaru dodged to his left, responding with a kunai. Tenten caught the weapon and returned it, and the two began circling and studying each other. After a few moments, Tenten smiled.

"Well, this could go on forever," she said with quiet amusement.

Shikamaru returned her smile. Neither wanted to be the first to give away their true abilities, but at the same time both knew one of them would have to at some point. After circling a few more steps, Shikamaru began throwing shuriken, increasing the number each time.

Tenten dodged a few and knocked the rest off course with thrown weapons of her own. When Shikamaru switched to a few kunai, she had no trouble keeping up, and she was quick to evade the one with the explosive note attached.

The explosion briefly obscured her view of him, however. When the smoke cleared he was closing fast, hands moving to form seals.

Surprised at the sudden change of tactics, Tenten was a bit slow to react. She drew a kunai to defend herself from the incoming attack, but none came. After a moment, Shikamaru stopped and she suddenly realized she couldn't move.

"The shadow mimic technique," Shikamaru told her. "Here, I'll show you."

He looked down at the floor between them and she found herself following suit, until she could clearly see that his shadow was stretched between them, connecting to her own.

"Now, I suggest you surrender," he told her, raising his empty hand to his throat.

Her own hand, still holding a kunai, mirrored his actions. Her eyes widened at the implication, and she swallowed.

"I give up," she said quickly.

When Shikamaru released her she quickly lowered her hand, and then looked at him as they walked back to their teams.

"That's a dirty trick," she said, looking at him expressionlessly.

He glanced at her but said nothing.

After a moment, she smiled. "Nice job," she said, turning away. She savored the small look of surprise on his face.

As they walked up the stairs, Haruno Sakura and Akado Yoroi descended them.

"Do you think she'll be all right?" Naruto asked Sasuke, concern in his voice.

"That guy may be older, but Sakura's gotten tough in the last few months," he replied, thinking of the way she had recently taken a blow for him.

"That's not what I meant," Naruto answered. "That thing on her arm – from what you two told me it's serious bad news, and I think it's been hurting her this whole time." Naruto glanced over at Kakashi-sensei, standing with the other jounin instructors. "She needs help, and soon."

"I'm sure she'll be willing to go talk to Kakashi once her match is over," Sasuke told Naruto. "If he can't help, he'll know who will, and when she's fought there won't be any reason not to; it's not like he can help her cheat after the match is done. Relax, Naruto; that thing clearly isn't meant to kill her. She's been handling it fine. If you recall, she was up and moving before you were."

Naruto frowned, but returned to his silent, concerned observation.

Sasuke, feeling a bit more concerned than he had let on, focused his Sharingan on the strange seal to see if he could learn anything as Sakura fought. It had seemed mostly dormant since the fight against the Sound ninjas and the later rematch against the Rain trio, but he still felt uneasy whenever he looked at it; it seemed to possess its own chakra, and that energy had a tainted, creeping feeling to it.

He brought his attention to bear as the match began.

It started with taijutsu, as the older, veiled Leaf ninja moved to attack Sakura. He seemed to be focusing on using his hands, neglecting kicks almost entirely.

Sakura tried to keep up with him at first, but soon determined that she was outclassed. She tried to use her shuriken to gain some distance and time to think, but they proved ineffective as the man closed in on her once again. She kicked high at his head, and he blocked with one arm, then quickly grabbed her leg before she could pull back, trapping it.

Despite his face being hidden, he seemed a bit smug as he grabbed her leg with his other hand, and she suddenly felt the strength beginning to leech out of her. She punched him weakly, then gathered her strength and kicked. The blow didn't connect, but convinced him to let go of her, and she stumbled to her feet.

"What did you do?" she asked, panting. "What…"

"My personal specialty, girl," he answered. "I can drain your chakra just by touching you. Soon you'll be too weak to fight back. You might as well give up now."

She stumbled as she felt a surge of pain from her arm, but quickly straightened. "You haven't won yet," she told him.

He attacked her again, and she evaded as she tried to think of a plan. A genjutsu might work, but it was risky; he was older and more experienced, even if he wasn't a specialist in illusions. He clearly wasn't taking her seriously anymore; his speed had slowed a bit, as if he was toying with her.

He caught her with a halfhearted blow and grabbed her hair for a few moments, sucking out more of her chakra before she struck his arm and staggered away. Yoroi laughed at her, and she felt her weakness being replaced with anger.

Naruto, Kakashi, and Mitarashi Anko looked on in shock and horror as Sakura suddenly rose from the floor with renewed strength and turned on her opponent, her face twisted with hate. She moved faster than Naruto or Kakashi had ever seen, backhanding her opponent halfway across the room. When she paused for a moment, they could see some strange markings spreading across her body from her left arm.

Sasuke watched closely, trying to take in every detail of what was happening in front of him with his Sharingan for future reference. As the marks spread, the strange chakra he had sensed before was growing and spreading as well. It gathered into her hands as she clenched her fists and rushed forward, and then she struck her opponent as he was rising from the ground. His veil had fallen and the man was obviously dazed from the suddenness of her first attack. She hit him repeatedly in the chest and stomach, then sent him off his feet once again with an uppercut to the chin and slammed a hooking punch into his temple.

He was unconscious when he landed, and Sakura stood over him for a few moments, fists clenching and unclenching as she felt a surge of power running through her. She was just beginning to draw her left fist back again when Hayate called the match, and she seemed to awaken from whatever had just happened, the rage leaving her face slowly.

The markings receded into her arm again, and Sasuke gripped the railing tightly as the strange chakra followed suit. With his Sharingan active it was easy to see her masking a grimace of pain and stopping herself from clutching at the mark on her arm. Her knees trembled for a moment before she walked silently back to her team, not looking at anyone.

No sooner had she arrived than Kakashi appeared next to her.

"Sakura, I need to talk with you," he said immediately. "Now."

The two of them left without further word. As he watched her depart, Naruto noticed that a few of the other Leaf rookies were doing the same thing, with similarly concerned expressions. The Sound jounin seemed to glance at her for a moment before returning his attention to the battle area.

Sakura was frightened, now. She knew that she had been acting strangely the three times the seal had activated; more violently. She had wanted to kill her opponent just now, and she was not used to feeling bloodlust. What scared her most was that she felt powerful and right while the seal was on; it was only afterward that she could look back and see that something was strange.

She told Kakashi the whole story without any prompting, her tone the same one she used during mission reports. She was afraid that if she let her emotions out before completing her tale, she'd never conclude it.

Kakashi was silent for a few moments after she finished, taking it all in.

"Sakura," he said quietly, "I'm very proud of you."

Her head jerked up as she looked at him in shock; that was not the response she had been expecting.

"If someone had told me the three of you would face Orochimaru, I would never have entered you in the chuunin exams," he told her. "I'm relieved that you're all alive. I know you're worried about that seal on your arm, and that's reasonable, but I think I know someone who can help with that. Don't worry."

She felt a wave of relief flood into her at his words. She had been growing more and more afraid as she told her story, fearing that this might be something irreversible.

"Beyond that, I want to say something else," he told her. "It's not easy to give up your life for anyone or anything. What you did for Sasuke could easily have been fatal, and I think you realized that at the time, didn't you?"

She nodded mutely as he looked her in the eye.

"I'm glad you survived, and I wouldn't want to trade you for either of your teammates, or anyone else," he told her. "But the fact is that sometimes in our duties we are called on to die for a mission, or to defend the village. Most genin aren't really ready to do that yet. I hope you're never called on to make that sacrifice…but if you are, I want you to know that I could not possibly be prouder of you. Some people say that you aren't fully a ninja until you've killed, but I say that you aren't truly a ninja until you've knowingly chosen your death. It's one of the hardest things we are ever called on to do. You should be proud that you have the maturity to make that choice for a teammate." After a moment, he smiled. "And you should be glad you survived anyway. I certainly am."

She had nothing to say as tears began to form in her eyes, and Kakashi put a hand on her shoulder comfortingly.

"Is the seal acting up right now?" he asked.

"No," she shook her head. Sakura cleared her throat a few times before elaborating, trying to bring her voice under control. "So far it's only happened three times, like I told you. It seems to be fine when I'm not fighting."

He nodded. "Then I think we can watch the rest of the preliminaries with your teammates," he told her. "After that, I think the Hokage is going to want to talk to all of you, and I think he and Anko-san may need to look at your seal. Between the three of us, I'm fairly certain we can help you. For now, I think you belong with Sasuke and Naruto."

When the pair returned, Ino was just walking back up the stairs with a smile on her face.

"Oh, Sakura," she said confidently, "you missed my amazing victory. Too bad, you could have taken notes."

Sakura could hear the concern underlying her friend's outer façade, and smiled gratefully. "Well, I'm sure my teammates will tell me about anything important that I missed…won't you Sasuke-kun?" she asked in her sweetest voice.

"Oh, don't worry Sakura," Ino answered. "Maybe I'll be able to give you a personal demonstration during the finals, after all. If you study hard enough, you might learn something while I beat you."

"Hey Ino," Chouji broke in, trying to cut off the brewing argument, "when did you learn that hair technique, anyway? It seems pretty unusual."

"Hair technique?" Sakura asked, looking at her friend's head – which did seem to have less hair on it, now that she was paying attention. "Was your opponent so weak you had time for fashion in the middle of a fight? Maybe you just got lucky, then," she said dismissively.

"We all have to make little sacrifices for victory sometimes," the blonde girl answered. She looked like she was trying to conceal a slight blush. "As for me, well…I'm full of surprises, as always."

The conversation was ended abruptly by an enthusiastic Naruto.

"Finally my turn!" he said with a grin.

He jumped the railing, eager to begin his own match.

His opponent was the second of the three ninjas from the Waterfall team. The young woman walked down the steps wordlessly, and only nodded when Hayate asked if she was ready.

"Begin," the jounin said, stepping back.

Naruto charged in with his trademark enthusiasm, yelling a wordless battle cry.

His opponent rushed to meet him in silence, and the two clashed in a flurry of blows. Naruto ducked a kick and rolled under it, his hands already forming his favorite seal as he returned to his feet.

The girl's eyes widened slightly at the sudden appearance of four copies of her opponent. One immediately connected with a punch, removing any doubt concerning whether they were solid.

Naruto hesitated for a moment. He had been trying to create more than just four clones, and it had taken an unexpected amount of effort. He refocused on the match quickly, however, knowing that it would be foolish to give his opponent an opening, and rushed to attack once again.

She reached into the pack on her back and drew two halves of a staff, which clicked together easily. With that, she began to have much more success against Naruto and his clones, exploiting the extra reach the weapon gave her to thin their numbers and keep them at bay.

Naruto made another batch of clones, allowing her to see which one was the original, and waited until they had engaged his opponent, then used a quick substitution technique to switch places with one of the copies. Each copy was destroyed the first time it took a good hit, so he let her strike him and move on, then attacked from behind as she turned to face the other clones.

The Waterfall ninja was caught by surprise again, but used the staff to push off the floor and away from Naruto's attack, then to clear space around herself. Before he could move on to a new tactic, she threw the staff straight up in the air, her hands quickly moving to form a few seals.

She was baffled when her genjutsu couldn't anchor itself to her opponent's chakra; it felt like there was some sort of internal disturbance preventing the process. It didn't feel like the sense she normally had when someone resisted or dispelled an illusion, and the confusion slowed her enough for Naruto to take advantage of the opening in her defense, knocking her down and holding a kunai to her throat.

"The winner of the seventh match is Uzumaki Naruto," Hayate announced.

"Nice one, Naruto!" Sakura called down, and a few other rookies offered their congratulations as well. Several of the older Leaf ninjas present were more than a bit surprised; a few had heard the kid was improving, but seeing the extent of his development shocked one or two.

"How did you fight off my genjutsu?" Naruto's opponent asked curiously as he politely helped her to her feet. "No one has ever resisted my illusions that way."

Naruto didn't really understand what she meant. He had thought she was using some ninjutsu at the end, but hadn't been able to finish it in time. Although, he might have felt something odd happening with his chakra.

"I just did, I guess," he said with a grin and a shrug. After all, there was no reason to tell her he had no idea.

"Very well," she said, regarding him thoughtfully. "I suppose I cannot blame you for keeping it a secret. I likely would as well."

"Good job, Naruto-kun," Hinata said to him quietly as he passed Team 8.

"Oh, thanks Hinata," he answered, a bit surprised. The girl rarely spoke to him, even when they had worked together in team exercises. He had never been clear on why, although he was pretty sure she didn't have a problem with him.

Just as he was about to move on, the names for the next match were called. Naruto was distracted and didn't hear them, but Kiba stiffened and inhaled sharply and he noticed Hinata turning pale.

"Hinata," Kiba said in an urgent tone, turning to his teammate. "Don't fight Neji. Just give up."

Hinata looked frozen for a moment. Naruto was shocked to hear Kiba talking that way; the guy could be annoying, but he was no coward, and had always seemed reasonably helpful and supportive toward his teammates.

"What the hell, Kiba!" he exclaimed. "You're supposed to be her teammate. Go kick his ass, Hinata! I bet you can take him."

Naruto hadn't even fully processed who her opponent was, but he could tell from the look on her face that she needed some encouragement. He knew the feeling well; there had been a time when it seemed no one thought he could accomplish anything or amount to anything. He also knew that a few words from one person could make a big difference.

"Thank you, Naruto-kun," Hinata said with a slight smile. Her shoulders straightened visibly and she seemed almost happy as she moved down the stairs.

Kiba watched her with his face tightening, then turned back to face Naruto. "If you get my teammate hurt, I'm going to beat the crap out of you, got it?"

"What's the big deal?" Naruto asked with a frown. "What makes you so sure she'll lose?"

"Her opponent is the worst choice possible," Kiba replied, turning to watch the match. "He's a genius…and he's going to be tough on Hinata, especially."

Naruto was even more confused when he looked down and saw that the opponent facing Hinata was her relative, Hyuuga Neji.

"But aren't they family?" he asked.

Kiba just shook his head and muttered something under his breath.

Aburame Shino, who had been silent the whole time, finally spoke up.

"They are cousins, and her father adopted him after the death of Neji's father, but they are not friends," he informed Naruto coolly. "While I do not fully understand why, I believe he hates her."

Naruto had no good answer for that, especially when a look at the Hyuuga prodigy's face seemed to confirm the words.

"We may need to step in here," Yuuhi Kurenai was saying to the other instructors in a concerned tone. "I don't think they've ever been in a situation like this and tempers may run high."

"Neji has promised me that he will not allow clan matters to interfere during these exams," Gai said in his usual confident tone. Those who looked at his face, however, saw deep concern there.

The two faced each other silently for a few moments, Neji glaring and Hinata seeming to shrink into herself under his gaze.

"So we will face each other, Hinata-sama," Neji said, breaking the tense silence. "I will do my best to give you a challenge. I hope you don't find me a disappointing opponent."

Hinata's mouth tightened, but she did not respond.

"You should forfeit now, Hinata-sama," Neji told her. "We both know you don't make a good ninja. You lack the talent and the attitude to fight battles and meet a soldier's responsibilities."

She seemed to become even smaller at those words, but Neji continued on.

"Your lack of self-confidence makes you completely unsuitable, in fact," he said. "I think it likely that you will endanger your team during any serious mission."

At that, she seemed to stop for a moment, then glance toward Kiba and Naruto and collect herself. While still shaky, Hinata looked less timid. "If the way that I am is not enough, then I will become more," she said in a wavering voice.

"People don't change, Hinata-sama," Neji said coldly. "Neither their natures nor their fates. That is the truth of this world."

She swallowed, and her voice came out stronger when she spoke again. "Perhaps you will win, but you will still have to earn it, brother. Face me." As she finished talking she assumed a unique stance, with her hands open and one arm extended high, while the other was lower and closer to her body. Her eyes changed as she activated the Byakugan.

"If you're too foolish to back down, then I won't be responsible for what happens," he warned her, assuming a stance similar to her own. "And if you think you can hide your weakness from my eyes, you are mistaken."

"You are the one blinded by hate, brother Neji," Hinata answered.

That seemed to enrage the young man, and he moved in to attack, his hands flashing with a speed that most of the spectators had to work to follow. Hinata responded in kind, deflecting his blows and answering with her own. All of their strikes were with the palm, and both carefully parried so that the other's palm did not strike them anywhere.

"What is that style?" Naruto asked with a frown. "They're fast, but there's no variety."

"They are using chakra in their attacks somehow," Sasuke said, observing through his Sharingan. "I'm not certain exactly what they're trying to do, though. We've seen Hinata sparring, but she never went all out like this."

"The style is sometimes called the Gentle Fist," Rock Lee answered from Team 7's right. "The Hyuuga clan's unique style, unusable by anyone else. They emit chakra from their palms, and even a light touch can allow them to strike deep into the enemy's body, potentially slicing muscles or even letting them damage the internal organs."

"That's insane," Sakura said. "For them to be able to do that, they must have incredible control over their chakra."

"It is extremely deadly," Lee answered. "We can train our bodies in many ways, but the organs cannot be strengthened against attack. Against any opponent, a single hit may be enough to end a fight, if it is executed properly. It's only possible because of their Byakugan; those eyes can see within the body, right through the skin. They can observe the opponent's chakra flow." He glanced at Sasuke for a moment. "It is said by some that the Hyuuga and Uchiha clans are related, since their eyes have similar abilities."

Sasuke said nothing, totally absorbed in watching the battle in front of him, and soon the others lapsed into silence as well, similarly engrossed.

After a few more moments, Neji suddenly caught Hinata's left arm in his right, then struck it hard with his other hand. She gasped in shock and quickly retreated a few paces. Neji waited, seemingly immovable while she rolled up her sleeve and looked at the bruise that was forming where he had struck.

"You can see them," she said quietly. "Is that it?"

"Yes," he said. "I can see everything. Do you understand, now? Or must I continue this to open your eyes? You've lost, Hinata-sama."

"Not yet," she said with determination, standing straighter and readying herself.

Neji's eyes narrowed and he moved forward again, faster than before. This time he took the offensive and held it, and it soon became clear that Hinata was thoroughly outclassed. She struggled to parry and evade his strikes, but one got through for every two she stopped, and if anything she was slowing down.

"What are they talking about?" Naruto asked. "I don't get it."

"While all Hyuuga have the Byakugan, some are more powerful than others," Lee explained quietly. "Neji's is strong enough that he can see the opening points on the outside the body, where chakra is emitted. They're supposed to be no larger than a needle, and they are distributed all over the body, though even most ninjas only use a few."

"What good does that do?" Sakura asked. "It's impressive, of course, but I don't see the importance."

"Their attacks use chakra," Sasuke broke in. "He can forcibly close the points, is that it? That would explain why her chakra seems to be dimming."

"Exactly," Lee confirmed. "If all of someone's points are closed, they become unable to use any ninjutsu or genjutsu, and cannot even use many taijutsu techniques requiring chakra." He paused, turning back to the fight. "That includes the Gentle Fist style itself."

As he spoke, Neji seemed to be wrapping up his prolonged assault, and he stepped away while Hinata crumpled to the floor, gasping in pain.

"This is the difference," Neji told her. "This is the gap between us that can never be changed. Do you still not understand? That sense of inevitability you felt from the beginning of our battle: that is fate. Open your eyes to the truth, Hinata-sama. End this."

She stood slowly. "You're the one who still doesn't understand, brother Neji. I don't give up anymore, and fate has nothing to do with it."

He seemed to be irritated by that and walked forward, feinting high and then sweeping her legs. He stalked in a circle around her as she rose, sending her back to the ground twice more before he turned toward the examiner in disgust.

"This is ridiculous," Neji declared. "A farce. She cannot fight. She can barely stand. End the match."

Hayate seemed to be thinking about it when Hinata reached her feet once more.

"I am not afraid to face you anymore, Neji," she said to him. "Because I can see you clearly now. Between the two of us, you are the one whose vision is clouded by your emotions, not me."

Neji moved faster than he had during the entire match, his face contorting with rage as he lost the cool he typically maintained. He struck her three times in the torso, and then moved to follow her as she reeled backwards.

Hayate, Gai, and Kurenai suddenly appeared around him, each restraining him.

"Neji, you gave me your word that clan business would not interfere with this test," Gai reminded him. "You've won the match. If you do not stop immediately, you will be disqualified."

"Jumping to the main house's defense, I see," Neji said bitterly. "Release me."

After a few moments they let him go, and he began to stalk toward the stairs.

When he was walking by Naruto, the yellow-haired ninja turned to face him.

"If you think people can't change, then you don't know anything," he told the Hyuuga prodigy quietly. "At least Hinata tries to improve. If you think she was weak for standing up to someone stronger, then you're an idiot."

"What would you know about the matter?" Neji asked condescendingly. "People don't change. Fools like you who convince yourselves otherwise…you're just desperate for a comforting lie to mask the truth."

Naruto's eyes narrowed. "It seems to me that you're the coward here. You say nothing changes and talk about fate like it's an excuse to justify your being bitter. What did Hinata ever do to you, anyway, jerk?"

Neji seemed about to lose his temper until the last part, and then spoke again. "As I thought, you know nothing. This is a waste of my time." He walked away, ignoring everyone else.

"That guy's attitude really pisses me off," Naruto said aloud.

"Do not worry, Naruto-kun," Lee said. "I'm certain that one of us will be able to show him his mistake sooner or later. As Neji's teammate, I have resolved to free him from his belief in fate so that he may move forward as well."

The medics were rushing Hinata out of the room, and her two teammates went down to talk to her. As they did so, Naruto instinctively followed them.

"I hope you will recover swiftly, Hinata," Shino told her.

"You made him work for it," Kiba told her with a small smile. "That's more than I would have expected from most of the people here. I guess maybe I was wrong."

She looked at Naruto for a moment after they spoke, and almost seemed like she was about to speak, but then began to cough, blood coming from her mouth.

"Uh, I thought you fought really hard, Hinata," Naruto said awkwardly, watching in concern and struggling for the words. "I hope you feel better soon."

With that, the medics finished their preliminary examination and carried her away.

END CHAPTER

Leaf Intelligence Division Summary: Sound Village and Orochimaru

While new, the Sound Village has expanded at a very fast rate, partly by absorbing smaller clans, mercenary groups and villages in its territory. Some joined peacefully, while others were coerced or simply eliminated. Although there are suspicions that this village may be led by Orochimaru, evidence has proven difficult to come by, despite the Hermit indicating that he believes Orochimaru is in charge of the Sound Village. Recent evidence reported as a result of the chuunin exams seems to support this belief, however. Orochimaru's involvement would explain the rapid growth of the Sound Village, which clearly has a strong leader based on prior reports.

The village has remained fairly well-hidden, and may have relocated more than once since its founding. Its relationship to the government of the nation is somewhat unclear, but does not seem to be as harmonious as the typical links between ninja communities and their countries.

Lack of actual combat experience involving Sound ninjas makes it difficult to judge their capabilities. Attempts to have intermediaries hire their services for missions in order to evaluate them have largely proven fruitless, and secondhand reports are sketchy at best. Available data do suggest that in some cases they may be preying on the citizens of their homeland, rather than protecting them.

Knowledge of Orochimaru's whereabouts and activities since his departure from the village has been sketchy at best; there are several extended periods during which he was completely unaccounted for, and he may have laid the groundwork for creating the Sound Village during those periods. The village's joining the Leaf-Sand led group of nations which participate in joint chuunin exams was approved largely as a means for us and the other surrounding nations to gather intel on Sound, but so far those efforts have met with limited success.

Scattered reports seem to allude to Sound ninjas displaying a variety of unique and innovative techniques, which might fit with Orochimaru's desire to experiment; he may well be using the village partly to create a ready supply of test subjects willing to participate in experiments that may grant them power.