A/N: Well, I'm not too happy with the beginning of this chapter, but I thought I should just get one out. I kinda glossed over the first exam and most of the second, mainly because I really dislike re-writing whatever happens in the actual plot. I suppose just imagine that the exact same thing happens as in the anime/manga for the parts I skipped over. Also, in the second stage, I don't remember if they used cannons or not haha. I just decided to channel hunger games vibes lol.

Also, a reviewer noticed that when Sakura came back from her mission, she and Ino were suddenly best friends again. I looked back on my notes for the story and realized that this is indeed kinda inconsistent. Oops! I hadn't written a chapter in so long that I forgot and just added her conversation with Ino as a filler. I actually had bigger plans that concerned Ino's relationship with Sakura dissolving that I was going to expand on later, but now they don't work anymore :( I'm a lil bit upset with myself. I really should re-read the previous chapters before writing a new one haha.

[Chapter 12]

"Welcome to the first phase of the exam."

The examinees stood waiting in the large gathering hall in silence, all gazing in unison at the tall man who had just spoken.

"My name is Ibiki Morino. I'll be your proctor for this stage," he rasped.

He looked intimidating, with the scars running down his face and his long trench coat. She'd heard of his name before, Sakura thought vaguely, although she couldn't remember where.

"Please, make your way inside," he invited, gesturing towards a door next to him which was quickly opened by a pair of chunin.

The genin filed inside the room slowly. Standing on her toes to peer around the taller boy in front of her, she caught her first glimpse.

Tables with chairs were lined up in rows, all facing a blackboard at the front. It was an examination room! Despite herself, she smiled a little bit. This was what she was good at.

Although separated by a few other contestants, from somewhere behind her she could hear Naruto groan loudly as he saw the room. Wincing, she suddenly felt a little more doubt.

There was no jostling or screeching of chairs on the floor as everyone took a seat. It only served to remind her that this wasn't the academy anymore. These were all genin who believed themselves ready to become chunin.

At the front of the examination space, Ibiki cleared his throat to get everyone's attention. It was unnecessary. Everyone had already been watching him.

The proctor looked at them without facial expression. For a second, Sakura met his eyes and she instantly sat a bit straighter in her chair. This was where she would prove herself!

"A piece of paper will be handed out to you," he said slowly. "On this paper are nine questions. These questions will make up your exam."

As he spoke, various chunin from around the room started walking through the aisles, handing out sheets of paper. She hadn't heard anything about not looking at them, and seeing other contestants around the room flip their papers over, Sakura did as well.

The questions were hard, was the first thing she noticed as she skimmed through them. They all had elements that would have required independent research. Most of this hadn't been touched on at the academy, she realized with a frown.

Looking back up at the front, she noticed Ibiki was still talking.

"If you are caught cheating three times, both you and your team will be disqualified," he warned.

Well, she didn't think she needed to cheat but at least this gave Naruto and Sasuke some buffer, she supposed.

A thought entered her mind, unbidden. She recalled the feeling she'd felt seeing all the genin soundlessly sit down. The things she'd learned over the past weeks.

It wouldn't be this simple. This wasn't like one of the tests at the academy. This was an exam to be promoted to chunin. There was more than the piece of paper in front of her.

Looking around the room, although making sure to keep her gaze off any papers so as not to be marked down as 'cheating', Sakura watched the other genin. Some were quite obviously trying to look at other people's papers, while others just sat in their seats, pulling at their hair in frustration.

A few rows ahead to her right she saw Shikamaru. The Nara wasn't doing anything though. He just sat there with his head on the table, looking to all the world as if he was sleeping. Sakura narrowed her eyes. There was no way he was actually sleeping, right? He had a reputation as lazy but she was sure he knew just as well as all of them how important these exams were.

She supposed it didn't really matter for her. Turning back to the paper in front of her, she thoughtfully twirled a pencil in her hand. The first question concerned the flight trajectory of a dented kunai. Supposedly it was snowing and there was a wind blowing southeast. She sighed, this wasn't what she had expected for the chunin exams. Ninja didn't have time to calculate projectile trajectories in the midst of a fight. They acted on intuition.

Nevertheless, she scrawled down the necessary calculations and answered the question. The next eight questions were of a similar difficulty, but her mind had always absorbed information like a sponge and all she needed to know was stored away in little corners.

The clock on the wall kept ticking. It was irritatingly loud.

Sakura felt a tickle at the back of her mind, like someone trying to sneak in. She blinked and then the feeling was gone. From one row behind her, she heard Ino gasp. Curious, she turned around in her chair and met the blonde's eyes. They were wide open, staring at her in shock. Frowning, she mouthed 'what?'.

She could see one of the proctors sitting at the side watching them mark something down in his notebook, and hurriedly she turned back to her paper. There was no way she was getting disqualified over this.

As she finished answering the last question, a memory finally clicked. After the graveyard incident, when the Yamanaka had been examining her mind, he'd said there was something there preventing him, stopping him. It was the Voice, it had to be. Ino must've been trying to use her mind-jutsu to see Sakura's answers, and the Voice had stopped her. She smirked a tiny bit. No way Ino was going to steal her answers, she'd spent way too long on them to just give them up like that.

There was still around half an hour left until the end of the first stage, so Sakura flipped over her paper and crossed her arms over her chest, placing her head down on the sheet. She tried to relax but the sound of her neighbours worriedly scribbling down numbers just to cross them out again kept breaking her peace. She rolled her eyes. They had no idea what they were doing obviously.

A disturbance in the aisle to her right made her lift her head back up. One of the ninja she'd met on the road with Ino was strolling down the aisle by himself. It was the shinobi with the cloth covering his head and the facepaint.

He walked casually up the steps with two proctors at his side, yet something about his demeanour seemed suspicious. He was carrying a large wrapped bundle on his back. What was it?

Two eyes opened near the top of the bundle and looked down as the nin passed several desks. Despite the curiosity about what exactly was in that bundle, Sakura almost had to smack herself. It was so obvious, how had she not realized earlier? This wasn't an academy or civilian exam, this was an exam to become chunin. It was a shinobi exam.

To pass the first stage of the exam you had to cheat unnoticed. You had to use any means you had to spy on other people's work. Like a shinobi would do.

She shook her head angrily. The sooner she truly realized this the better. Here in the first stage, the worst thing that forgetting this was a shinobi exam could result in was failure. Next time though, the consequence would be death.

About half an hour passed and Ibiki announced the existence of a tenth question. When Naruto stood up and loudly proclaimed his resolution, Sakura had to groan in frustration. His speech had been heroic, but in the end all it accomplished was increasing the number of people who might kill them.

A woman burst in shortly after. Sakura took a deep breath. She needed to be ready for the second stage of the exams.

They were dismissed for the day and told to meet at the gates of training area 44 early the next morning.

"It's called the Forest of Death among the shinobi ranks," the second stage proctor had told them viciously. She'd licked her lips. "I guess you'll find out why."c

As they left the examination room, Sakura apologetically turned down Naruto's invitation for a team dinner at Ichiraku's. She needed to prepare for tomorrow.

She walked slowly along the quiet streets of Konoha to her house. It was early in the evening, and she could see lights on in the windows of houses.

Behind her, she heard footsteps crunching on the gravel. Her instincts flaring, she whirled around, a kunai drawn.

It was the red-haired shinobi from Sand.

"Hello," she greeted tentatively. Slowly, she lowered her kunai and stored it back in a pouch. He was in Konoha as an exam participant, so she doubted he would attack her. Looking around, she couldn't see either of his teammates.

Hands made of sand burst from a gourd on his back and she cursed her stupidity for putting her weapon away, not that it would've been much use. The hands slammed into her and roughly pinned her body to a nearby wall, knocking the breath out of her. She coughed harshly.

"Who are you," the sand genin demanded, a dangerous fire burning in his eyes. Sakura shivered, he looked half insane.

"I don't know what you mean," she managed to get out. She clawed at the sand hands holding her in place. "Let me go or you'll get in trouble. There are leaf nin patrolling the roofs."

The hands suddenly disappeared, melting into soft sand and she dropped to the ground, wincing. That was definitely going to leave bruises. Almost like art, the sand on the ground flowed back into the gourd on his back.

"Who are you," he asked again.

"My name is Sakura," she offered with a wince. "I don't know what you want from me."

"Mother goes quiet when I go near you," he said softly, almost to himself. "What is it that's scaring her?"

"Look, I don't know," she said angrily. She had a feeling she knew what it was. The Voice. It had to be. But she kept her mouth shut and glared at the other genin. He was dangerous, but she'd seen his powers now and she was confident that if he attacked her again she would have time to scream for help. He wouldn't kill her.

The red-haired boy made a noise that sounded like a hiss before narrowing his eyes. His form slowly turned to sand, melting away.

Sakura breathed a sigh of relief.

Early the next morning, Sakura met her teammates at the entrance to the Forest of Death. A few other genin teams had already gathered but the female proctor from the day before had yet to show up.

"Good morning," she greeted the boys tiredly. She hadn't slept much the night before, kept up by the lingering fear from her encounter with the red-haired genin from Suna and nightmares about the second stage of the exams.

Naruto smiled brightly and Sasuke just nodded.

The three stood there in silence as more participants arrived at the site. To her right, she noted that the red-haired genin who'd cornered her the night before had shown up with his teammates. Indeed, moments later she felt eyes on her and she shivered.

"What is it?" Naruto asked.

Quietly, Sakura told him about what had happened the day before after the first stage.

"Oh no!," Naruto said, blinking in worry. "Are you ok?"

"Yeah, I'm fine," she said. "I'm just confused. He gives off a scary aura."

"Yeah, I know," he said, casting a not-so-subtle look at the sand team. "I ran into them the other day with Konohamaru."

"What?" she exclaimed, turning to him. "Why didn't you say something."

The blond shrugged. "It didn't seem important, ahaha. The red-haired guy's name is Gaara, I think."

"Gaara, huh," she murmured.

The female proctor appeared from a small whirlwind of dust in the center of the gathering area, breaking Sakura out of her thoughts.

Anko Mitarashi, she remembered, having done some quick research the night before.

"Alright, listen up kids!" the woman yelled loudly, not that everyone's attention hadn't already been on her.

"Each time is going to enter the ten over there," she pointed to a large white tent set up nearby, "and get a scroll. You also need to sign liability waivers, in case of death or injury."

A few genin chuckled nervously. Anko smirked.

"Anyways, there are two types of scrolls: Heaven and Earth. To pass this exam you need to collect both and make it to the tower at the centre of the training grounds before the deadline."

And that was all the instruction they got. Quietly, Sakura mused over the words. She wouldn't make the same mistake as in the first phase by not paying attention to the true meaning of the exams.

Each team received one scroll and to pass you needed two. That meant that at least half the teams would be eliminated. Of course, there was also about a fifty percent chance that you'd run into a team with the same scroll as you. Taking that scroll or burning it would result in a further loss of the teams that could pass.

All in all... only about a quarter of the teams would pass. She took a deep breath before smiling at Naruto and Sasuke.

"Well, what are we waiting for? Let's go get a scroll."

Sakura groaned, running a hand through her matted pink hair. She felt dirty. She supposed she'd better get used to it. There wouldn't be the luxury of showering on most missions.

They'd been in the Forest of Death for about two days now, and they had yet to run into anyone. If it continued this way they might not even make it past the second stage. They needed to find an Earth scroll.

They'd heard multiple cannons over the course of the hour, each one sending a shiver down her spine. The fact that so many teams had already been wiped out and yet they'd had a relatively easy journey was odd.

In front of her, Sasuke stopped on a branch.

"Ugh, the trail stops here," he said annoyedly. They'd caught on to the trail of another team about an hour ago, but now they were back where they'd started.

Sakura sighed. "It's fine, Sasuke. We should just head towards the tower and try to intercept any teams passing through."

He shrugged. "Yeah, I guess."

"I need to go pee," Naruto complained from her other side. She rolled her eyes.

"Then what are you waiting for? You don't need our help, right?"

Naruto chuckled sheepishly. "Aha, yeah. I'm just gonna go to those bushes down there. Be back in a few."

The forest was quiet for a moment again and then they heard the sound of something tinkling.

Sakura burst out laughing. "Naruto, you pee really loudly."

There was a cry of outrage from below. "Sakura! Stop listening to me pee!"

"It's hard not to," she responded. "I can't really hear anything else."

As soon as the words left her mouth she and Sasuke both froze. They turned to each other, both instantly seeing the same look in the other's eyes.

"Naruto," Sakura said steadily, trying to keep the urgency from her voice. "Come up here right now."

"What? But Sakura, I'm not done! I drank too much water this morning!" Naruto called back.

"Naruto, I don't care. Just get up here, we need to leave," Sasuke said loudly.

The blonde seemed to finally catch on to the urgency in their voices. "Alright, I'm coming."

She could hear him zip up his pants and looking down she saw his orange jumpsuit appear from behind the bushes. He gave her a thumbs up from the ground below. She breathed a sigh of relief.

"Ok, let's go-"

She was cut off as a large gust of wind suddenly came out of nowhere.

"Naruto!" She yelled. She could see him flying away from them through the branches, propelled by whatever they'd just felt.

"What was that?" Sasuke asked from beside her.

"I don't know, but it took Naruto," she replied, panicking.

"We'll find him. Let's move," he said, jumping off the limb of the tree onto a further away one, in the direction they'd seen Naruto disappear.

Sakura followed him, but the sharp whistle past her ear of a kunai flying sent her spinning back again.

"Kukuku, not so fast," a foreign nin said, standing casually on the branch they'd just left. Sasuke turned around as well instantly. How had they both not noticed her?

The Kusa symbol was engraved in the headband she wore.

"We don't have the scroll," Sakura said quickly. Before, they might've taken their odds against the foreign kunoichi, but right now they needed to find Naruto.

She just smiled eerily. "My dear, I'm not here for your scroll."

Sasuke landed on the branch next to her. "Sakura, we need to move," he hissed under his breath.

"You're right, we don't have time for this," she muttered. Her fingers quickly tied an explosive tag to a kunai and she threw it in the Kusa-nin's direction.

It exploded with a bang, concealing her figure in a cloud of smoke.

With a nod to Sasuke they both sprang into motion, jumping away towards where they'd last seen Naruto. She matched his pace as they sped through the trees, both going as fast as they could.

Straight ahead of them, a chakra signature suddenly appeared. It gave off a slimy feeling that made her skin crawl. She swore under her breath.

"Sasuke, there's someone ahead."

They pulled out of the dense forest into a small clearing. At the very center, the same kunoichi they'd just encountered stood waiting. She was twirling a kunai around in her fingers casually, as if she'd been waiting for them to arrive. With a start, Sakura noticed it was the kunai she'd thrown.

"It won't be that easy to get rid of me," the Kusa-nin purred.

From beside her, Sasuke snarled. "Move out of our way, or you'll regret it," he threatened.

The kunoichi blinked innocently. "Will I?"

She reached up to her hairline. Her nails slowly peeled away the skin there. It was discomforting, like watching someone peel a bandaid off a scab. But there was no blood underneath. The Kusa-nin finished peeling off her face and Sakura felt fear run down her spine. The generic, tanned, feminine face was replaced by a deathly pale one, with glinting yellow eyes.

She'd seen enough pictures of him in the bingo books to know who he was. The missing sannin, the traitor of the trio.

"Orochimaru," she said, her voice coming out much more trembling and weak-sounding than she'd wanted it to.

"That's right," the man whispered

Killing intent flooded over the clearing they stood in, making moving feel like swimming in a pool of syrup. All her movements consumed her energy and all she could see was death. It wasn't like the fight against the Kiri-nin, where they'd been stuck in illusions, her mind working fine. This time, she could see perfectly clearly but it was her mind which was being fed the constant, absolute knowledge that this was how she was going to die.

She felt a sharp pain and felt her arm being yanked back. She turned her head and saw a kunai handle sticking out the back of her hand, pinning it to the trunk of a tree. The pain washed over her and she could feel her muscles spasm.

In the center of the clearing, Sasuke and the older sannin exchanged a rapid series of blows, but even to the untrained eye it was obvious that Orochimaru was playing the Uchiha. Sasuke could barely keep up with the pace and was barely getting in any attacks of his own, much too focused on avoiding the other's strikes.

As if tiring of the game, Orochimaru suddenly cut over Sasuke's head, forcing him to duck. He then followed it with a sharp uppercut into his stomach, making Sasuke go flying. He slammed into the tree behind him with a crash.

Sakura screamed. Ignoring the pain and disgust, she pulled out the kunai stuck in her hand and sprinted towards her teammate. She saw Orochimaru approaching out of her peripheral and shoved Sasuke out of the way. A kunai flew towards her face and she barely managed to twist out of the way.

She felt long fingers grasping her hair and suddenly she was being pulled back upright in a movement that sent pain to her scalp.

"Stop interfering, little girl," Orochimaru said tiredly. He twirled a kunai around his fingers.

On the limb of a tree nearby, Sasuke stood up with difficulty, breathing heavily. He coughed up blood onto the ground as he unfolded himself. Despite the pain, he glared hatefully at Orochimaru.

"Get away from her," he said, coughing.

Orochimaru's eyes glinted. "Show me your sharingan and I'll come play with you," he purred.

Sasuke didn't respond and slowly removed a kunai from his pouch. His hand trembled slightly as he held it.

"Don't use it, Sasuke," Sakura yelled in desperation. She knew just as well as him that he didn't have his sharingan yet, but if this was what Orochimaru was after then they needed to keep up the facade. The sannin had been playing with them this whole time. If he found out that Sasuke didn't have the sharingan…

Sasuke narrowed his eyes and launched himself towards Orochimaru. Without letting go of his grip on Sakura, the sannin easily span around and kicked Sasuke in the gut, sending him flailing back and crashing into another branch. This time he didn't get up.

"Sasuke," she yelled, squirming and kicking out to try and get to him. Orochimaru just tightened his hold on her hair.

"Not so fast, little girl."

She grunted and lifted her kunai up, trying to cut through her hair and escape. The black-haired man pinned her wrist to the tree with his shoulder though, increasing the pressure until she was forced to drop the weapon.

On the nearby tree, she could see Sasuke slowly getting back on his feet again, although much slower than before.

Orochimaru hissed. "Uchiha, my patience is running out. Do you have a death wish? Don't be stubborn."

Sasuke didn't respond and gritted his teeth.

Understanding slowly dawned in the sannin's eyes. Sakura struggled even more than before.

"No! Get off," she screamed.

"Unless," Orochimaru whispered, his voice carrying across the forest. "You haven't awoken it yet."

He laughed, a mocking sound. "Itachi Uchiha awakened his sharingan at eight years old. You hope to defeat your brother in your lifespan, Sasuke?"

Sasuke growled, a guttural sound. He made to attack Orochimaru again, but with his free hand the man held a kunai to Sakura's neck.

"Not so fast, Uchiha. You're acting like an animal."

Sasuke paused, and she could see desperation burning in his eyes.

Orochimaru finally turned his attention on her. "A little girl with pink hair won't make it far."

She kept her mouth firmly shut, her teeth clenched. She stared at him with as much force as she could muster. Her body trembled from the intensity of his gaze though, his yellow eyes filling her vision terrifyingly.

Silence passed over the forest for a moment as Orochimaru examined her.

"Useless," he whispered under his breath.

The sannin turned to Sasuke with a serene smile on his face, a stark contrast from moments ago.

"Do you think slitting her throat in front of you will make your eyes turn red, Uchiha?" he asked casually. The heartbeat pounding in her ears froze and everything was quiet.

She could feel the cold metal of the kunai slicing through the skin of her neck as if detached, without any accompanying feeling of pain. The warm blood bubbled up.

The voices inside her brain screamed.

Sakura screamed.

A nearby tree bent, defying all laws of nature and the branches all seemed to converge into a deadly lance. She pushed outwards in Orochimaru's direction and the branches followed her order. The wood came alive, twisting itself into a deadly spike. She stabbed it, deep, deep, into his chest.

Orochimaru coughed up blood, a look of interest crossing his face.

"Oh. Isn't this a nice surprise," he said, barely louder than a whisper. Sakura heard him though, and all she felt was fear.

"Get away from us," she screamed, pulling her hands apart. The branches moved in all directions, tearing through Orochimaru's flesh and sending a splatter of blood and organs everywhere.

He didn't scream. Instead the last thing Sakura saw was a smirk on his face.

His body toppled off the branch they were on, but she didn't hear it hit the forest floor. Instead, the last thing she saw was Sasuke bending over her in concern before her vision went dark.