Disclaimer: Unfortunately, I do not own Naruto or any of its affiliations…I am merely borrowing its characters and settings to indulge my own fantasies and then share said fantasies with other people who equally do not own Naruto. I am not making any profit off this.

Author's Note: Oops

O O O

I've got a lot of things that I'm gonna prove

O O O

Sakura had made a mistake.

That moment when the Kusa kunoichi first eyed her arms, Sakura had seen their hollow depths and told herself she was imaging the flash of recognition within them. Told herself that the calculating glance down her limbs was nothing more than typical shinobi observation.

Sakura had made a mistake.

Fear had overrun rationality and she had broken her number one rule of conduct. Two months of training for the moment she would slam her chakra laden fist into a body that could absorb the hit, for the moment when she could manipulate the chakra into a destructive wave and obliterate the tissue – and she had used the attack prematurely. Had used it on the very man who had inspired her to pursue it; had used it a second time, and had given him the opportunity to see through it.

The third time she used the technique, he was ready. A basic substitution jutsu and her hands had wrapped around the steel blade of a sword, unable to disrupt the material and the wave of chakra had been turned back on her. The first layer of skin on her palms and the underside of her forearms was entirely gone. The second layer exposed and throbbing worse than blisters under boiling water.

She had made a mistake, standing with her two team mates against an opponent they never could have defeated. They should have fled.

His name was Orochimaru, and he had her strung up like a scarecrow, suspended from the branch above her with wire at her wrists and shoulders, wrapped thick to hold her and not immediately cut the all the exposed veins there. Didn't want her dying too quickly like he didn't want her team mates dead. He had sealed Naruto's centre of chakra, forced down whatever strength her team mate had summoned, and had discarded him unconscious on the ground to her right. Sasuke was on her left, paralysed by the pain that gripped him from the puncture wound in his neck. Orochimaru had sunk his teeth into the flesh there, retracting fangs to leave a seal behind.

Sakura hadn't been able to save them.

Neither were able to stand any more and she found she was much the same.

"You knew back then, didn't you?" He smiled as he spoke to her, a glint in his golden yellow eyes. For some reason the man was lingering. No, she knew the reason; he was enjoying his time with Team Seven. He was tracing the lines of her arm, searching for the scar tissue he wouldn't find. "Healing like this is impossible for all but ...let us say, six people? I am one of them, another is accounted for, and then..."

He ran a finger from the meat of her open forearm to her clavicle, making her cringe and swallow stomach bile, and his smile was wide. "It could not have been that one, after all, due to those circumstances. But the work would suggest as much."

The words barely registered in her mind. Everything was burning. She would have liked it if he shut up.

Instead he hummed, brought the bloodied finger to his mouth and placed it at his lips. Deep in thought. And he cut the wires holding her up. The expected cushion of hard earth didn't come, but there was a hand at her throat, replaced by the slickness of his tongue moving around her to hold her before him.

"Intelligence, chakra control, stamina – you are far from the worst this village has to offer. ...Twenty years ago I might have... But for now I will do you the favour of not leaving you in such a wretched state. I expect my Oto trio will be here soon, and someone needs to look after Sasuke-kun before his fever breaks. Ah, and perhaps that Naruto-kun, as well. He is such an amusing child."

Sakura thought she would die before that happened. Not to be obstinate and refuse his 'request,' rather that she was literally going to bleed out. That edge was becoming a familiar err to her. Sakura could recognise its beckoning.

"You can handle that much, look at what fate did give you. An ability that cannot be stolen, taken over, or copied. One that can elevate you to another level." Silk and the hiss of laughter. "...Yet, it is still not the blood of the gods."

The words confused her, gods and fate. All nonsense in the wake of such pain – but then something changed. She felt warmth, the rush of something soothing at her wrist, the lick of it as it snaked up her arm. He was healing her.

Sakura was barely capable of the breathy, bemused laugh. "Can't be...serious...after everything..."

"Destiny was not very generous to you, but neither was it generous to me. Is that not a fun thought?" He pulled his lips into his thin smile, the curl of his pale cheek mocking her. The white snake. "That is what it is like for those of us with mediocre heritage – left to scrape at the bottom of the trough."

"That's why you wanted Deidara? And now Sasuke-kun, too? For their kekkei genkai."

He didn't answer her, furrowing his brow thoughtfully at the damage she had inflicted up her arms. What a joke that she had been the one to take herself out of commission from her own foolishness. Naruto had, of course, gone into a rage at the sight of so much blood coming from her, but even his overwhelming, consuming emotions had been moot in the face of superior knowledge and skill.

Orochimaru 'hmmed,' it was musical. "Ah, there's not enough tissue remaining here. You would have such ugly scars. Detrimental, more so. I suppose that is why I always have spare material. See, that is an important part of regeneration. Have something to draw from that isn't your own body. As efficient? ...No. More work? ...Yes, certainly. But is it worthwhile in the end? Cells can only replicate so many times, we have observed, so I think, yes. Very much so."

"So damn talkative and you still can't answer my question." There was still a chance she would die before he could react to her lip, and she did feel entitled to speak freely at this point. Trying to kill her multiple times afforded that luxury, she was sure.

He met her blank stare – defiant it was not, though she tried – with his slanted pupils and purred. "Oh, but didn't I just?"

No, she thought and scowled at him as best she could. Which wasn't very much. Not a lot of her was too responsive at the moment. Her pain receptors, even, seemed to be at maximum capacity. Shock was setting in. "You don't have him, do you? I had thought maybe you did. But now... I don't think so."

"That one? Precious sensei?"Then the smile dropped. "No. ...Shame, too. He was rather intriguing. Would have sufficed for a few years."

That meant nothing to her, only serving to reassure Sakura that the man was mad. But he had information and liked his own voice, so mad but possibly useful. "Do you know where he is?"

"I only have an idea..." A satisfied, easy smirk with his vague reply. "How sad for you, Haruno-san. Oh, the agony of loosing a sensei, I can only imagine."

"What did you do to Sasuke-kun? And that seal on Naruto..."

Orochimaru brushed aside the fringe at her cheek, his thumbnail digging into something dried onto her skin there and scratching it free. Blood, she remembered, from his tongue. That small accomplishment seemed hours ago. "That's enough questions for now. Have I not been patient thus far? Why try me?"

"Well, you're so helpful..." she remarked, dry and tired.

The thumb at her cheek turned into a drilling pressure at her temple. She flinched, tried to inch away in her trap and couldn't. Orochimaru sounded pleasant. "I am generous when I want something in return. Ensure Sasuke-kun gets through the night and I won't be back to finish you off. And that other one, too. I could hinder an old enemy just fine, if I liked, by taking his life as well. Remember that, Haruno-san."

"What happened at the temple? How did Deidara... what happened to him?"

But Orochimaru had moved on from her; she could feel his gaze elsewhere, darting about the torn up glade in which they stood. Sakura thought he might have been looking at her team mates, the damage they had all inflicted.

"The three of you, I admit it makes me nostalgic." The pain at the side of her head retreated. She heard the tap of something dropping to the ground. A scroll. "Do what I asked and enjoy the privilege I've just allowed you. ...At least for now."

And then Sakura met the solid earth and darkness.

Alone. On the temple steps, it felt like. Cool beneath her cheeks. Intermittent. Black, the brown of dirt, the rust red of old blood. Pink of newly healed flesh. Sakura couldn't curl her fists, her fingers refused to cooperate. It was evening before she could push herself from her side to rest flat on her back. And then she was flipping over again to get sick to her stomach. Nothing left, dry heaving. Darkness.

Where were Naruto and Sasuke? Not far from her, but so far away. Grittiness of rocks and raked earth. She felt awful, weak, like prey. Blue and, if she strained her neck, orange.

She felt awful but they were worse off.

'Get to your feet.'

There was a prickle of awareness that told her predators were coming for them. A chakra signature that ebbed on the border of her senses. She was the only one able to do anything about it.

Sakura groaned, clenched her teeth, and got up.

Orochimaru had healed her arms to a point, but the damage remaining kept her from using her fingers, making a fist or any hand seals. A lance of pain went through her, up her arms and down her spine any time the raw skin came into contact with her clothing, the ground, anything more substantial than a breeze. And she would suck air through her teeth and keep moving.

She picked up Naruto first and dragged him under the cover of a grouping of tree roots. Then it was Sasuke. Sakura asked them first before taking their supplies and making traps for their protection. They didn't answer aloud, but she took their prone, unconscious silence for permission to do whatever needed to keep them safe. As safe as possible.

Traps that were meant to be discovered and serve as distractions, a second layer to cover the intended holes of the first. A third line of defence because who had ever heard of being over prepared?

Setting the first traps reopened the wounds on her hands. Second went through the bandages she had taken from Naruto's medic kit – which she was surprised to find, but then less surprised to see had a note in it from Iruka-sensei. The third and she was wrapping strips of cloth from Sasuke's extra set of clothing over the bandages. By the time she forced herself through the single hand seal she needed to make a clone, her hands and arms were stuck in one perpetual throb of pain.

And then Sakura sat up in a tree and thought about the three circling chakra signatures. Thought about the shinobi who had ordered them after her team and his motivations. He had said the seal would give Sasuke power, but here he was siccing his men on them.

And then she realised Sasuke was being tested. Naruto and Sakura weren't important. Orochimaru merely wanted to know how his investment would play out. It was why the three hadn't moved throughout the night; he had them waiting for Sasuke to wake up.

But why hadn't he just stuck around to do the job himself? Did he leave because he had another target? Perhaps someone had already become aware of his presence in the exam and he had been made to make a tactical retreat. Sakura rolled her eyes. He probably had another target in the exam. Another sap with a bloodline limit that had caught his attention. A Hyuuga or maybe a foreign nin.

Maybe he was biting into the neck of one of her classmates right now.

Sakura's eyes closed and her chin dropped, making her jerk upright and blink herself awake.

Strategy. She needed to think strategy or else she would fall asleep. What action to take? Oh, but she was so damn tired. Should she take any action at all? If Orochimaru was testing Sasuke already... if he didn't get answers now, then he would likely just ...keep returning to find out...

Darkness.

Ah, damn. How long had that one been? Sakura looked up through the canopy.

'A quarter hour.'

Not the greatest respite, but her mind was clearer and she had managed not to plunge to the ground from her perch fifteen metres up. Not too bad. And she had come to just in time for the Oto nin to make their move. A squirrel darted out over the stretch of grass and dirt outside the root grouping. Sakura wondered if it would set off the traps, but then she saw the explosive tag.

One kunai thrown at normal speed, and another thrown with the help of chakra behind it, striking the first to knock its direction down to the squirrel without giving away her location. But the Oto nin would know the situation in front of them wasn't all it seemed.

Sakura had to make her own move already. Shannaro. After this was all over, she was going to learn Kage Bunshin from Naruto if it was the last thing she did.

She had enough strength in her arms to pull the third kunai from her pouch. She probably shouldn't have channelled chakra through her arm so soon. If she had to again, it would be southpaw, and she would alternate back and forth until the limbs quit altogether. As it was, they hung limp at her sides as she jumped.

Observe, deduct, plan, execute. No waste, no confrontation, that was the ideal situation for a shinobi.

Sakura was not in the ideal situation.

"The hell –"

She had run down the tree behind the three nin huddled together and pushed off to land on the middle boy's shoulders. Wrapping her legs around his neck, she used momentum to swing him down to the ground, trapping him with chakra and a hold.

Without ninjutsu, without being able to lift her arms, with a kunai between her teeth, she felt like the Demon of the Mist. He had run through the men of Gatou's army with nothing but the piece of steel in his mouth and cut off the head of his employer with one swipe. Sakura might not have been as experienced as Zabuza, or as strong, but she had determination and chakra control. She had her feet and she had steel, too.

Her goal was the apparatus on the bandaged nin's arm; he was the leader and likely the strongest of the three, and the metal thing was the source of his sound-style ninjutsu. She squeezed her thighs and made the boy black out while using the kunai in her mouth to sever the muscles of his arm in the same way Orochimaru had severed hers back at the temple.

'Never forget what you can learn from a battle.'

Three shuriken from the boy on her left, senbon from the girl on her right. Sakura leaned into her legs, sent chakra to her feet and launched herself into the air.

"Forget the girl, take out Uchiha!"

"But Dosu is –"

"Useless!" The boy still standing didn't follow Sakura's trajectory to the tree, turning his hands instead on Naruto and Sasuke. His arms, as well, were the key to his ninjutsu.

She would take them, then.

The girl was on top of Sakura, but she crumpled when she tried to block a kick. And then it was another shunshin step to the boy. Sakura appeared below him, shoulder having to take the weight her arms could not as she kicked upwards.

Too late. The boy had activated his attack.

Sakura watched the barrage of churning air leave him even as her foot slammed into his lungs and sent him flying backwards. Her legs hit the ground and she twisted to watch what would happen with her mouth open.

'It should hold.'

All Sakura saw was a tree root pulled up from the ground explode into pieces.

And then Rock Lee hopped up onto the remaining bit of the giant system, a squirrel on his shoulder and he was flashing her a grin and a thumbs up. He then fluidly descended to the ground. "A man always arrives to help a woman –"

"– Shannaro! Watch out for the tags!"

The ground blew up in an array of blasts, leaving the area pockmarked. Lee skidded to a halt next to her, unharmed because of his quick reaction. "Aha, that was a close call, Sakura-san! Thank you for the warning!"

"Oh, they're okay." Sakura sighed, watching her clone give a small wave then disperse behind a chakra shield, set up from a set of seals she had prepared before the exam. It was a one time deal, but it had served its purpose; not a speck of dirt had entered the space below the roots where Naruto and Sasuke remained out cold. "Shoot. That was way too close."

"Sakura-san, you have fought well. But I can take care of these two now. Go protect your team mates."

Using her elbows, she pushed herself upright. The action was much harder and slower than she would have preferred. She stumbled, winced as Lee grabbed at her arm to keep her on her feet. Turning to stare at the two nin still standing, not looking quite as sharp as they had a few minutes ago. "That one uses sound techniques from the centre of his palms. Not sure about the girl... She uses senbon."

Lee was wondering why she wasn't leaving his side, Sakura could tell from his serious expression and the way his saucer eyes narrowed, but he didn't say anything about it. A nod. "I'll substitute for your arms, then."

"That one is done for and you're a taijutsu user, just accept your loss!" The Oto boy yelled, throwing his arms out.

Sakura jumped to the side, expecting another wave of sound, but she couldn't see anything out of the ordinary. She gasped, bent over as if the wind had left her chest. It felt like she could barely breathe.

"With these arms, I can control air pressure. There's nothing your body can do to compensate that!" The boy was in front of her, palms open and striking for her face. She bent forward, towards him, trapping his wrist between her shoulder and her head as she brought a leg up to stomp into his foot.

Lee was fairing much better, he had already knocked the girl out cold, despite the coat of senbon sticking out from his side. He had dodged vital points and still counter-attacked effectively.

A ripple over the ground as Sakura slammed her foot down, but she missed. The boy's arm was up, out behind him.

"Lee, dodge!" Barely breathing, it came out a whisper, but he heard her and ducked the wave of air. Sakura tried to bring up her knee, tried to pull the boy into it, but he had twisted his hand around into her hair to yank her neck back and his other arm was under her chin.

Lee was okay. He was fine, he would – and then he collapsed, throwing up while blood ran down his face.

The boy was shouting in her face, "don't move a mus –"

Sakura didn't have to, she sent a wave of chakra out from her feet, chewing the ground up and knocking the boy over as his stance lurched. She caught him with a knee to his gut and slammed her body into his, knocking them both to the forest floor. She took out one of his hands with a burst of chakra from her foot and the boy slammed his palm onto her thigh with the intention of shredding it. She twisted around and bit into the arm. It wasn't enough.

'Retreat!'

Sakura tucked into a roll, felt the air inches from her erupt. But she was moving away from the grappling to join Lee as he back-tracked to where Naruto and Sasuke remained, and the attack missed her. Only just clear. With a grim realisation, she felt that she had finally used the last bit of her chakra. Any more and she thought she would pass out on the spot.

"Lee-san, how are you?"

He spat in response, wiped at his mouth.

They stood together, open and vulnerable, bracing themselves for the boy's next assault. He had his good arm up, but he wasn't doing anything. He stumbled for no reason, body jerking awkwardly.

"Shadow Bind technique successful," someone drawled.

A cheery voice, "Sakura-chan, Lee-kun, we're not going to let these guys get away!"

Blinking in the morning light as Sakura's best friend slid across the ground in front of her.

"A heroine's entrance!" Ino looked over her shoulder to wink a bright blue eye in her direction. The heart in the motion was almost tangible.

"Even though we waited until there was only one left..." Ino's team mate, the sulky boy who never did anything in class and Sakura remembered for his general apathy, pointed out the fact with a bored, bothered tone. But he was the one tugging his other team mate along with them, ready to act now that they had to. Not looking at her, "hey, Sakura. What the hell happened to those two?"

"Ino, Chouji, Shikamaru..." Sakura wanted to wipe the sweat and grime from her face and stare properly at their backs, but couldn't lift her arms. "Wait..."

"Listen – us rookies have to stick together! And also – it looked like Lee-kun might have been out for the count just then."

"Wait, no... there's still another one..." Sakura felt the chakra presence moving, tried to warn Team Ten before Dosu could attack them. All she managed was a hoarse, "incoming!"

"Go, Chouji! Sound won't have an affect through your spinning," Shikamaru directed, the fight commencing.

Sakura watched Chouji take out Dosu, knocked to the ground and dazed until Ino took over his body. The other boy couldn't do anything when his team mate turned to attack him, unable to cancel out the jutsu before getting hit as Shikamaru released his technique. One down and Shikamaru turned it on Dosu, who came to a moment after the destruction was dealt.

"Chouji's taken out that thing on your arm and your team mates are finished. I suggest you leave before we decide to do anything more." Ino was back to standing on her own, one hip out to the side and her hair flipping with a flick of her wrist.

The sight inspired a feeling of lightness in Sakura's chest; this was the person she had always admired and looked to for strength.

Dosu eyed the wreckage on his arm, tilting his head. His crazed stare turned on Team Ten. "You think this is anything to me? You don't know my master."

"Lee-san," Sakura addressed the boy next to her, jerked her head to the boys passed out behind them. As one they fell back to the cover of the roots. "He's working under someone else's orders to get to Sasuke-kun. He won't leave until he wakes up and fights him – that or until he –"

"Until he dies."

Sakura trembled as her blood ran cold down her spine. A familiar chakra presence behind her, and an even more familiar voice accompanying it. But that was impossible. She turned wide eyes on her team mate, hearing his voice but feeling Orochimaru's power overflowing from him. "Sasuke-kun."

Sasuke was sitting up, marvelling at the spread of the seal down his arm. His body resonated with energy she knew wasn't his own. "Sakura, you've been up and busy, I see."

Her vision was shaking, or she was shaking, lots of things were shaking. Exhaustion. She managed a nod of her head.

"Lee is here," he said, looking at the boy. "Team Ten as well."

"It's been a bit of a show, really," she murmured.

The red in Sasuke's eyes was immediate. "Time to end it, then."

"Weren't you recovering from something just now? Shouldn't you still be resting?" Lee asked, eyeing Sasuke as her team mate stood up.

"No. I'm better now." Sasuke walked out to the clearing, sauntering past Team Ten, who had been holding a defensive position, to stop a few paces in front of Dosu. "You want to kill me? Let's see you try."

Sakura flinched, rubbed her brow with her shoulder.

"We should stop him, Sakura-san. There is something different about Sasuke-kun." Lee was up as well, hovering at the edge of the roots. He jolted at the sudden appearance of his two team mates. "Tenten, Neji!"

Sakura didn't have the energy to be surprised. She had only enough focus to consider how to calm down Sasuke. Sasuke was much too like Orochimaru, his movements, his actions. He was different. Too different.

"Is it you I have to thank for Lee's condition, then?" Neji asked her as Sakura stood up. He was glowering at her, but she couldn't appreciate it. She shrugged past him, making the glower ease into a look of surprise.

"Wow, someone's not intimidated in the least," the girl next to him sang. "Sakura-chan, wasn't it? I'm Tenten..."

"I'll greet you properly in a moment..." The seal for the shunshin step might have been the last thing her fingers would ever do they were so raw. But the technique was impeccable and she came to a stop beside Sasuke. He had snapped both arms of the unconscious Oto boy and was about ready to tear off Dosu's remaining good arm.

He might have felt something like Orochimaru, but he wasn't that man. He wasn't that kind of person.

Sasuke wasn't terrifying. He was her team mate.

Sakura put her hand on his wrist. She couldn't bring herself to look into his eyes, not when she was going to be a hypocrite to his face. Touching him made her eyes water. That feeling... "Sasuke-kun, please stop. That's enough."

The seal was slow to recede, but she watched its progress until it was back to the original source on his neck. Sasuke groaned, twitched violently and fell against her.

"When I see you next time, one of us will die." Dosu promised, snatching away the arm that Sasuke had seized. He took out a scroll from his pouch, placing it on the ground. "However, you have won this time."

As the boy gathered his team and left the clearing, as Sasuke's dead weight begged her to her knees, Sakura felt a long way from victory.

O O O

It was the fourth morning of the exam when Team Seven entered the tower in the Forest of Death.

Naruto was fully recovered, as far as she could tell, although the seal remained around his stomach he seemed fully functioning. And despite her misgivings, Sasuke, too, was able to operate normally even with the seal on his neck. After their first two days, she was the one who proved the least mobile. They had gone through one encounter with a team from Amegakure, recognising one of its members from their first day, but it had been a quick victory thanks to Naruto and Sasuke. She hadn't needed to intervene aside from offering strategy.

Sakura was glad for it, her arms were debilitating and she was running on nerves. Every time she fell asleep, she would awake and have to physically check on Sasuke to reassure herself the chakra coming from him didn't mean she was in danger. When the seal was contained it was barely noticeable, but in sleep her subconscious mind was all too attuned to Orochimaru's chakra. Hypersensitive, over-vigilant. She just wanted some damn sleep and a dose of painkillers.

But she had other tasks to take care of first, such as reporting to the Hokage about their time in the forest. Even Iruka-sensei's appearance and gentle smile wasn't enough to calm her, ease her guard down. She needed the Hokage.

"Sakura," Sasuke said, suspicious when she asked Iruka if she could see the Third.

"It has nothing to do with you," Sakura bit back before she could seam her lips. She didn't want to lie to Sasuke, but her reasoning did go beyond him.

Iruka hedged at her request to see the Hokage or even Kakashi. "Well, actually, Hokage-sama will be here soon..."

But as she followed her team and her old sensei into a waiting room, it was a man wearing a white mask who came out from the shadows against the wall to speak with her. Well, boy, she corrected herself, smothering her flinch at his entrance.

He was dark haired and her height. ANBU.

There was a polite smile in his light, empty voice. "If you have a message for Hokage-sama, Haruno-san, I would be happy to relay it to him."

O O O