Disclaimer: I don't own Naruto

Chapter 14: what's the twist?

(with team 5, two days later)

It had been about three and a half days since the start of the second exam and to everyone's surprise the first team to make it to the red tower was the youngest team to enter the exam.

"Congratulations," said a chunin proctor at the entrance of the tower, "we didn't expect the first team to arrive until sometime tomorrow afternoon."

"Thank you," replied the relatively fresh looking team of children.

"Do you mind if I ask how you made it here so fast? That river is supposed to be a deathtrap."

"We avoided the river altogether," said Itachi with a satisfied smile at his intuition, "until this last mile we came through the forest the whole way, we only went to the water because it was a straight shot to the tower."

"You had the right idea," said the man, impressed that they had made it through that forest. "Most teams avoided the forest at all costs until they discovered the river was basically a bloodbath waiting to happen."

"What's so dangerous about the river," Naruto asked.

The Kumo proctor smirked, "river monsters," he said simply, "that and most of the larger animals stay close to the water... except the spiders." They all shuddered at the mention of the giant hairy black arachnids. "Plus you'd run into a ton of enemy teams also taking that path."

Team 5 nodded simultaneously, suddenly glad they had chosen to take the spider infested forest. They had been able to mostly avoid the eight legged creatures with the help of the sensory seals still painted on their hands.

"So uh... what do we do now?" asked Naruto.

"You'll stay here until the end of the second exam in four days." the man replied. "You can choose whatever room you like to stay in up on the 5th, 6th, or 7th floor. Meals are on the second floor at 0800, 1300, and 1800. If you have any injuries the medical bay is on the 3rd floor. There's a recreational area on the 4th floor and you can train on the first floor or the roof. We just ask that you don't cause any trouble with the other teams... when they arrive." The spiel was clearly rehearsed, but it was pretty informative.

"Thank you," said team 5 with a bow before heading inside.

The interior of the tower was huge, easily 100 feet in diameter. The first floor was just one big open room with a high 40 foot ceiling and a balcony jutting out of the far wall 30 feet off the ground. The second floor had about a third of it walled off where the kitchen was, four serving lines, and circular tables spaced out evenly throughout the rest of the open room. The third floor wasn't visible from the staircase, and seeing as how it was essentially a miniature hospital Naruto had no desire to check it out.

The recreation room had several pool tables spaced out and large comfortable looking couches near the windows, and a stereo system by each couch. Naruto looked closer and found there were silencing tags cordoning off each seating area so the sound systems wouldn't drown each other out. The next three floors all looked identical. There was an open atrium in the center of the floor and all around the atrium were 20 doors leading to the individual rooms.

Naruto decided that he favored a view so team 5 chose a room on the 7th floor facing the south. The rooms were quite comfortable, there were three beds, a single twin bed and a bunk bed with comfortable feather mattresses. There was a couch and a lounge chair near the window, and three wardrobes along the east wall. The bathroom was clean and relatively spacious and came with complimentary toiletries.

"I find it hard to believe that this place is only used once every several years for the chunin exams," Itachi commented.

"Who cares! It's not like we need to know what they use this place for normally," said Naruto as he leapt onto the top bunk. "This place is awesome! I'm going to check out the roof!"

Itachi and Kabuto both followed their borderline spastic friend up to the roof.

"This. Is. Awesome." Naruto stated. There were dummies set up all over the place and there was a self repairing seal on each of them, along with the same seal, only larger, painted on the floor beneath them. "Fight me." Naruto said directed at Itachi.

The young Uchiha smirked and unsheathed Onimaru, "how about 'a friendly spar' instead." He suggested, knowing that a friendly spar between the two close friends and rivals almost guaranteed a hospital visit.

XXXXXXXXXX

(an hour later, half a mile north of the red tower)

The team of young Kumo genin could see the battle taking place atop the red tower from a mile away. Fire was flying in all directions and a heavy fog had settled over the roof of the structure making the tower look like a mountain protruding through the clouds. Strong winds were dispersing the low lying clouds only for the clouds to reform after a flash of orange light.

As they came closer to the tower they began to hear resounding clangs of metal on metal and noticed that rocks were also hailing down from the roof. Whatever was going on up there had even managed to create a miniature rainstorm directly over the tower.

"Congratulations Yugito-chan, Samui-chan, Karui-chan." Greeted the grumpy looking chunin.

"What's going on up there?" asked Karui.

"The team that beat you here." he grumbled, he was cold and wet thanks to the rainfall caused by the genin on the roof. "They've been at it for an hour."

"An hour? Like that? They must be exhausted by now," Yugito said. As far as she knew no genin who wasn't a jinjuriki had that kind of chakra reserves.

"You would think so. But they've only been going at it harder since the start."

"What team is it?" Yugito asked.

"Those Konoha kids."

The three 11 year old kunoichi looked up in wonder. 'The two younger ones were kind of cute,' though Yugito. I like the dark haired one kitten. You should make him your mate. Said a feminine feline voice in her head. 'Shut up Matatabi! I'm only 11!' I'm just saying, you should think about it. The fire cat purred.

XXXXXXXXXX

(the next morning)

As expected the two friends ended up in the hospital with chakra exhaustion, some pretty bad cuts and bruises, and in Naruto's case extensive second degree burns.

"Okay, you know I would have won that one if..." Naruto trailed off becoming aware of current company.

"Yeah yeah, whatever." Itachi said from his hospital bed. The fight had been pretty even until Naruto had nearly slashed his arm off and Itachi had unlocked his third tomoe. From there Itachi had pretty much wiped the floor with Naruto, however the blonde still got some good licks in. Itachi had to admit, mokuton would have been a game changer. "You're going to have to get way stronger if you want to beat me now."

"Fuck you Itachi! I've already healed more than you have!" Naruto rebuted, "I bet I'm at 100% before you are!"

"Yeah, you and your fucking Uzumaki blood."

"I swear, if I didn't know you two were best friends I'd swear you hated each other when you get all competitive like this," said Kabuto from his chair in the corner of the hospital room. He had been helping them heal much faster with his water healing technique since their fight. "Don't you think you two went a little overboard? I mean the second exam isn't even over yet."

"Come on, Kabuto. How often do you get to have a fight like that on top of such a badass roof? You can't pass something like that up!" Rebutted Naruto.

Kabuto sighed, there was no arguing with those two when it came to this. "I'm going to go get some food, you want anything?"

"Ramen!" Naruto said immediately.

"... I'll see what I can do."

Kabuto got up and headed downstairs to the cafeteria. The tower was still empty. From what they'd been told another team had arrived, but team 5 had yet to see them. It didn't really bother Kabuto much, what did bother him was how close he had been getting with his teammates. He was trained to be a cold, unfeeling, deep cover spy. He wasn't supposed to have friends. He wasn't supposed to care for other people. But something about those two had gotten to him. Together he felt like they could do anything. As a team there was nothing that could stand in their way. All by himself though... that was lonely. He hadn't minded the isolation he'd felt his whole life up until this point, in truth he wouldn't mind it so much if he had to go through it again, but something deep down told him he didn't want to be alone again. Something in his heart told him to hold on to his friends. In some small sense he felt as if he needed them. It was maddening.

The white haired genin made his way to the cafeteria, it was completely empty but there was a small selection of food laid out for the two teams. Just as he suspected, there was no ramen. Kabuto served himself a plate of rice and curry with a single pork cutlet and made his way to a table near the window. He sat alone and ate in silence contemplating his current dilemma.

'Why am I so conflicted about something so simple?' he wondered. 'It should be simple, I should be able to just bury my feelings like I was trained to do... why do I have feelings in the first place? ROOT got rid of those for me.' Kabuto smirked to himself, 'I guess I'm still human after all. Then why can't I just be happy to have friends?' the word friends still felt foreign and strange to him. Not the word in and of itself, but the concept. He knew what friends was supposed to mean, but he was just starting to grasp what it truly meant for one person to truly trust another. 'That's it... Trust. They can't trust me... they can never trust me...' he thought sadly. 'Even if they do, they're wrong to. I'm not like them. No matter what I feel, I'll never be human like the rest of them.'

Kabuto finished his plate and deposited it in the dishes bin. He prepared a plate for Naruto and Itachi and headed back downstairs.

XXXXXXXXXX

(first floor, three days later)

The first ten teams to finish the second exam were all standing around waiting to receive word regarding the third and final exam. The teams consisted of 6 teams of three and four teams of 2: two teams from Konoha, three teams from Kumo, two teams from Iwa, one team from Suna, one team from Taka, and one team from Ame. All teams to finish after the first 10 had been escorted back to Kumo first thing that morning.

Naruto and Itachi had both made full recoveries within a day in the hospital and were eager to continue to the next round. Both the 8 year old boy's were being stared down by a pair of girls a few years older than them.

Itachi was receiving the glare of a blonde Kumo kunoichi with dark slanted eyes and some cat like features. Yugito wore the standard black pants and shirt and a lavender flack with a cloud like pattern over her torso. From what they'd seen of her training she was quick, nimble and incredibly agile, but what concerned team 5 the most was her massive chakra reserves which dwarfed everyone else in the room. Naruto, even with his sixth sense dulled due to the energy surrounding them, could clearly sense the bijuu inside of her.

Naruto was on the receiving end of another glare from an Iwa Kunoichi. This one wore the standard red shinobi attire of an Iwa kunoichi, with the exception of the skirt she wore rather than the traditional pair of red pants. The girl was only a year or two older than Naruto at most and had a heart shaped head and large dark eyes. She had short black hair and, like most kunoichi, a thin build. Naruto could sense her too, her reserves, while still impressive, were not as extraordinary as Yugito's, but there was something intriguing about her chakra all the same.

"Why are they staring at us?" Naruto asked Itachi, referring to the two girls fixated on the two Konoha prodigies.

"It doesn't matter, they are our opponents in the next exam. Just focus on beating them." Itachi said with a shrug.

The door on the balcony opened and out walked a large dark skinned man with beady eyes and long wild white hair. Behind him was A, Darui, and the first exam proctor Mabui. Naruto grinned at his kenjutsu master, who remained stoic but returned Naruto's grin with a slight nod.

"Congratulations on passing the second exam," the voice of the Sandaime Raikage boomed, "before we move on, however, I would like to inform you all of the true purpose of these exams." The Raikage was not one for theatrics or beating around the bush, "essentially the chunin exams serve as a deterrent for war, allowing the villages to gauge the future military strength of other great nations. On top of that it serves as means for the villages to settle scores with each other through controlled fights between our strongest genin. As most of you know, the third and final exam is a tournament of one on one fights between sixteen of you," the genin looked around, there were 26 of them not 16. "I'm sure you all noticed that there are more than 16 of you in this room, but that is not a mistake. The second exam is not over." The genin all managed to maintain their bearing, "when I say, you will engage in a battle royal where the first 10 to be killed or rendered unable to continue will be eliminated from the final round." The genin all looked around to size up their competition as quickly as possible, unspoken alliances were made, nods were shared, and all teams turned to face the youngest team present. "FIGHT!"

Time slowed down as Naruto, Itachi, and Kabuto were all backed into a corner. The other 23 genin all shared a mutual understanding of the plan; they finished first, so despite their looks we will weed the strongest out first.

Team 5 shared a quick look before they all made the same cross handsign, "kage bushin no jutsu!" there was a large puff of smoke, "henge!" followed by another cloud. When the white smoke cleared it revealed 2 mirror sets of 23 genin facing each other.

"CHARGE!" yelled the transformed original Naruto, and all the disguised clones took off to engage the horde of enemy combatants.

"That's engenius..." said Mabui to a smirking Darui and A. "They just negated the entire enemy advantage and created a free for all. And they planned it all with a single look."

"Those three are known as the prodigies of Konoha for a reason, Mabui-chan." Said Darui, "like I said, I wouldn't want to fight a war with Konoha when those three grow up." He received an amused chuckle from A and a disgruntled grunt from the Raikage.

Nobody knew who to fight, all they could do was take on shinobi from other villages, but the team 5 clones took this into account as well. Many of the clones began engaging each other in taijutsu battles, forcing the original enemies to engage each other, and the original team 5 members, disguised as genin from three separate villages, fought each other. Diversion was the name of the game, Naruto and Itachi could tell who was the enemy and who was a clone, and when someone was distracted they would separate from their engagement and deal a knockout blow.

After a few minutes, and 6 contestants being eliminated, many of the smarter genin had figured out a way to rectify the situation. "Attack your you!" shouted the lone Iwa kunoichi, it was the best way she could think to put it. She had seen that the clones couldn't take much damage before dispelling and the distraction was only meant to force them to fight amongst themselves.

Everyone took heed of her instructions and within minutes, and two more eliminations, the remaining 15 enemy shinobi faced off once more against the transformed team 5. Their opponents had figured out who team 5 was transformed to look like so the three released their henge.

They were all glaring daggers at the three Konoha prodigies. Team 5 was the only team remaining with all of its original members, and by the looks of it their enemies were looking to rectify that.

No member of team 5 was going down without a fight. Kabuto readied his water whip while Naruto and Itachi drew their swords. Nobody on the larger side was eager to go first, nobody except Yugito and the Iwa kunoichi, who both charged at the recipients of their earlier glares.

Naruto parried the first kunai strike the red clad kunoichi sent at him, keeping his balance and was able to swat away the following kick to his left side using his sheath. The girl was agile and her blows were surprisingly heavy for somebody so small. Her fighting style was acrobatic and if Naruto wasn't so used to the Uchiha's evasive fighting style he would have had much more trouble keeping up with her movements than he was. The girl cartwheeled away from a would be body blow from Naruto's sheath and slashed at his calf with her kunai while she was upside down. Ignoring the pain, Naruto snatched the girls ankle, Odenta still in hand, and used chakra to maintain his grip. He spun his body around 360 degrees and hurled the skinny girl at the blonde fighting Itachi.

Itachi and Yugito seemed to be dancing around each other. Both were quick and agile, dodging each attack and countering in a fluid exchange. It was a wonder to watch, but endlessly frustrating for Yugito. None of their fast well aimed attacks could make contact with their target, and while Itachi could predict her movements Yugito was just too quick and nimble for Itachi to get there in time. Not even his ocular genjutsu had any effect. He wasn't particularly proficient with it yet but the blonde girl had made eye contact on several occasions and his attempts to ensnare her into a genjutsu had heeded no results. Itachi saw the body of the Iwa kunoichi fly in his direction and sidestepped the blow which slammed into Yugito, knocking both kunoichi to the ground.

Itachi himself had been entranced by the girl's movements. He could see what she was doing before she did it, but she still managed to weave her way around his strikes. He had watched her long blonde hair flow so elegantly with every movement, and he had seen the fierce fire in her eyes. It was intoxicating for him to watch. In all honesty he was a little pissed off with Naruto for interrupting their proverbial dance.

"Enough!" Boomed the Raikage's voice. Both Naruto and Itachi knew what had happened. That throw was not enough to take out their two opponents, but while they were fighting Kabuto had been keeping the other, larger, group at bay and had been able to take down two other enemies. Naruto and Itachi were both rather relieved that their fights had not ended like that; they were rather enjoying themselves and didn't want it to end there.

The two girls picked themselves off the ground and sent vicious snarls towards their respective opponents from moments ago. Naruto and Itachi couldn't help but find the expressive reaction to the interruption adorable.

The downed contestants were carted upstairs to be treated. "Congratulations on passing the second exam, now your third exam proctor will brief you on the final portion of the chunin exams." The Raikage turned around and left the room, leaving A to step forward and begin speaking.

"Hello, my name is A and I will be your third exam proctor," he began in his gruff voice, "The third exam is a four round tournament consisting of one on one battles. We will now randomly select the brackets." a panel to the left of the balcony slid down revealing a large television screen. The remaining contestants gathered around in some semblance of order. The remaining contestants were team 5, two other Konoha genin, one a violet haired kunoichi, the other a senbon sucking sickly looking shinobi. There were three Iwa genin, to include the kunoichi and the large genin who had tried to bully Naruto, and a huge boy with a bulbous nose. Yugito was accompanied by her teammate Samui and another dark skinned boy who was sucking on a lollipop to represent Kumo. There were two Suna genin, one with a large scroll on his back, Naruto assumed a puppet master, and the other didn't have any real distinct characteristics other than that she was the oldest genin there. And there were two Taki genin; a green haired girl with orange eyes, Naruto could sense she was also a jinjuriki, and a masked boy with strange looking eyes, green pupiless irises and red sclera, and a black bandana covering his head. And finally there was one Ame genin clad in black who wore what appeared to be a scuba mask.

A bracket appeared on the screen with empty boxes on the bottom which began flickering through names randomly. After a moment the names stopped flickering and revealed the tournament bracket. "First match will be: Yakushi Kabuto vs Amuto Ray of Taki," A's voice boomed. "Second: Hoki Shijima vs Kurotsuchi of Iwagakure." The Iwa kunoichi glanced over at the older Suna kunoichi. "Third: Samui of Kumogakure vs Namikaze Naruto. Fourth: Omoi of Kumogakure vs Fu of Takigakure. Fifth: Shirogane Gando vs Yugito Nii." Yugito looked over at the presumed puppetmaster. "Sixth: Akatsuchi of Iwagakure vs Kamizuru Kurobachi." The two large Iwa teenagers made brief eye contact. "Seventh: Uzuki Yugao vs Shigure of Ame. And eighth: Hayate Gekko vs Uchiha Itachi."

The genin all looked up at the bracket and studied it. They had all done a good job at concealing their abilities up to this point, so they only knew what to expect of the shinobi from their own villages. "In 6 weeks you will all return to Kumo to participate in the tournament. Normally you would only be given a month, however a special exception has been made in order to compensate for the additional travel time many of you will need in order to return to your homes and train for the upcoming stage of the exam."

XXX END CHAPTER 14 XXX

A little more Kabuto development, we get to see some of the extent that ROOT fucked him up, but why isn't he working for ROOT? He's feeling conflicted and this will continue for a while; for now he's holding on to what Danzo made him, but will that change in the future?

Not a whole lot more to say. You can see that team 5 works together seamlessly and each member is a prodigy in their own right, but how will they fare on their own in the third exam? Especially with the other powerful characters they'll be facing off against. I made the Kumo characters a little more age appropriate for this fic, Yugito and Samui are both supposed to be like 9 years older than Itachi in cannon.