Zabuza smirked slightly beneath his bandages as his sword sliced through Kakashi, though his eyes widened as his target turned to water and landed with a splash around him.

"The water clone jutsu?" His eyes widened further. "No! It can't be! Did he... actually copy me then?"

Zabuza watched the last of the water from the clone splash and ripple, gripping the hilt of his blade tightly as a Kunai was held to his throat from behind.

"Don't move." Kakashi watched the assassin carefully with his eyes narrowed and his expression dark. "It's over."

Naruto, Sakura, and Sasuke stared at Kakashi in silence, holding their breaths in anticipation as Kakashi maintained the upper hand.

"W-Wow!" Naruto grinned at Kakashi's skill and Sakura let out a sigh of relief, then smiled faintly.

A low chuckle came from Zabuza as he closed his eyes momentarily. "Did you say it's over? You don't understand, do you?"

Kakashi eyes narrowed and he kept his Kunai at the assassin's throat.

"You won't be able to beat me just by making like a monkey... no chance." Zabuza chuckled again. "However, I must say that you are good. To think that my water clone was copied at that point... by letting the clone talk as if it were you, you succeeded in distracting me."

Zabuza turned his head slightly to stare at Kakashi with a dark look. "And you used my Hidden Mist Jutsu to hide your true form to see what I was doing... but..."

Kakashi's eyes widened and another Zabuza appeared behind him.

"...I'm not a fool."

The clone speaking vanished into water and Naruto's eyes grew wide in panic. "That one was a fake, too!"

Kakashi turned to Zabuza as he swung his blade again, ducking just in time to avoid the blow. The sword became lodged in the ground and Zabuza pushed himself off from its hilt to launch a strong kick at his opponent, knocking Kakashi into the air.

Zabuza fell into a deeper stance and gripped the hilt of his sword tightly. "Now!"

Pulling the blade from the earth quickly, he ran at Kakashi as he fell back, only to stare at the ground ahead that had been covered in spikes.

"Makibishi spikes!" Zabuza stopped before he could step into the trap and looked around. "How foolish!"

Leaping backwards, he avoided the spikes and landed in the water to hunt the Copy Ninja.

"Sensei!" Naruto called out, but was frozen in place and unable to move.

"No way..." Sakura gulped. "I can't believe that Kakashi-sensei got kicked away like that..."

Sasuke eyes narrowed and he kept his gaze trained on where the assassin had vanished. "His Taijutsu skills are also extremely good."

The water rippled and bubbled as Kakashi emerged with his hair limp and wet. He struggled to leave the water, looking down at it.

"What's with this water? It's awfully heavy."

Zabuza stepped out of the water, using his Chakra to stand on its surface behind Kakashi as he formed several hand signs. "Hmph... Fool!"

Kakashi's eyes widened as the water around him began to constrict him and Zabuza chuckled.

"It's the Water Prison Jutsu!"

"Damn it!" Kakashi glare at him and mumbled under his breath as an orb of water trapped him. "My temporary escape into the water... was a huge mistake!"

Zabuza kept a hand partially submerged in the water prison's pulsing orb to hold Kakashi captive as he laughed under his breath. "You're caught inside my special prison that makes it impossible for you to escape! It makes it difficult for me if you are able to act." He turned to his prisoner, then then to the Genin. "Now... Kakashi. I'll settle things with you later. First, I'm going to finish those guys off.

Using only one hand, Zabuza formed a sign and narrowed his eyes at the Genin. "Water Clone Jutsu."

Kakashi turned his attention to his students, who were watching him from the shore. "I didn't expect this level of skill..."

Water gathered and came together into a humanoid form, standing at its full height. Its appearance took on Zabuza's and Naruto gulped, trembling slightly at the sight.

The clone eyed Naruto and laughed. "You're acting big, wearing the headband of a Ninja... But... a real Ninja is one who have hovered between life and death numerous times." The clone stepped onto the shore and watched the blond carefully. "In other words... only those who are worth being listed in my Bingo Book are the ones who deserve to be called Ninja. Guys like you can't be called real Ninja."

The clone formed a single hand sign and a heavy mist filled the area once again, vanishing before their eyes.

Naruto's shaking worsened and he looked around, nearly blind as his surroundings were obscured. "He's disappeared again!"

A sudden kick from the mist threw him backward, knocking off his headband. Naruto crashed to the ground several meters away and Zabuza stepped on the fallen headband with a smirk.

"You're nothing but a kid!"

Sasuke and Sakura turned in the direction of the coomotion.

"Naruto!" Sakura called out.

Kakashi glared at Zabuza from his prison, then looked over to the shore. "You three! Take Tazuna and run! You have no chance against this guy! As long as he has me trapped in the Water Prison, he won't be able to move from here. And she shouldn't be able to use the Water Clone if it's far enough away from his real body."

Their eyes widened as they trembled, looking between the assassin and his clone.

"In any case, just run for now!" Kakashi ordered his students.

"Run away?" Sasuke clenched his jaw but was frozen in place as he stared at Kakashi. "You've got to be kidding me. That option was gone from the moment you got caught. Even if we ran, without you, sooner or later we'd be found and killed by Zabuza."

Sasuke narrowed his eyes and glanced between Sakura and Naruto, who were both paralyzed in fear. "Even if we were to reform the Manji defense, it would be impossible to block his attacks. In the end... we'll have no options left. In order to survive, our only option is to rescue you."

Sasuke shifted his stance with his hand hovering over his thigh sheath. "We'll just have to do it."

Sasuke ran forward and the clone's attention to him as he grabbed the sword from his back. Sasuke threw a series of Shuriken at the clone that were easily struck away by the massive blade. Sasuke leapt into the air as he was distracted and the clone looked up to see the boy coming from above for a strike.

"Too easy!" The clone smirked and reached out, stopping Sasuke entirely and gripping his throat.

Sasuke attempted to pry his hand away and struggled, only for the clone to throw him hard in the opposite direction where he crashed onto the ground and skidded to a stop.

"Sasuke!" Sakura turned to look at him, nearly taking a step toward him until she saw the clone from the corner of her eye.

"Sasuke..." Naruto's eyes widened and he stared at his teammate, then turned to stare at the clone as it stood before him. "T-This is the Jonin level... a real Ninja... We've gotta run... at this rate..." Naruto trembled violently and acid burned his throat. "Seriously... we're all going to die!"

Naruto turned to move and started to get up as a pain shot through his hand and arm, temporarily crippling him. He stared down at his bandaged left hand, recalling the oath he'd made as he'd pledged his own Kunai there to drain the poison. His trembling faded and his expression softened. After a moment, he looked back at the clone who was watching him intently.

Naruto's eyes fell on his headband beneath the clone's foot and he clenched his jaw. "That's right..." Naruto slowly got to his feet with his fist balled tightly. "I am a Ninja now. And... I decided that I wasn't going to run anymore!"

Naruto began to tremble again as a fierceness burned in his eyes as he ran at the clone. "I won't run away!"

Kakashi watched from the Water Prison and his eyes widened slightly. "You fool! Stop it!"

"Naruto!" Sakura paled beside Sasuke, gripping her head. "What are you thinking?!"

"Hmph! Fool..." The clone sneered at Naruto as he came at him, and easily knocked him back with a hard strike.

Naruto groaned, crumpled on the ground and Sakura stared down at him. "What were you thinking... charging off on your own?! Even Sasuke is no match for him... No matter how hard we try, we Genin are no match for him at all..."

Naruto slowly got up and was clenching his headband tightly. Sakura blinked and looked at it as he brought himself to a stand. "The headband...?"

"Hey! You, with no eyebrows..." Naruto wiped the line of blood from his lips with a look of hatred. "Record in your Bingo Book... about the man who will one day become the Leaf Village's Hokage." Naruto tied his headband around his head and tied it securely back into place with a smirk. "Konoha's Naruto Uzumaki!"

"Naruto..." Kakashi kept his eyes on his students, focusing on the blond.

Tazuna looked over to Naruto with his lips pressed together. "When I first saw that little squirt, he seemed so unreliable..."

"Sasuke! Lend me your ear!" Naruto glanced back at the Uchiha, then back at the clone.

"What is it?" Sasuke kept his hand hovering over his weapons pouch and turned to him.

Naruto grinned. "I've got a plan."

"You want to discuss plans under these circumstances?" Sasuke's gaze shifted from Naruto and the clone, then back to Naruto. "Hmph. You're talking about teamwork?"

Sakura stared at the boys quietly with her eyes widened slightly. "What is this feeling? Was Naruto always so...?"

"Heh." Naruto wiped the remaining blood from his blood. "Now... let's get wild!"

Zabuza's clone chuckled and tilted his head to look at them. "Such loud squealing, but do you have a winning plan?"

"This isn't good." Kakashi eyed the assassin and his clone. "What are you guys doing?! I told you to run! It's obvious what was going to happen once I was caught! Hurry up and just run! Your mission is to protect Tazuna! Have you forgotten that?!"

Naruto turned to look at the old man, whose expression was serious. "Old man..."

Tazuna looked down slightly and laughed under his breath. "Well... this is a seed that I planted. I can't say that I want my life to be spared." He looked up at the Genin. "Sorry, you guys. So, just go on and fight as much as you want!"

Sasuke closed his eyes briefly and smirked. "Hmph." Looking up, he met Kakashi's eyes. "You hear that?"

Naruto furrowed his brows, grinning as he clenched his fists. "Are you ready?"

"Heh." The clone smirked and laughed out loud, bowing his head as the sound echoed through the mist. "You guys haven't really learned anything, have you?"

"What?" Naruto narrowed his eyes at the man.

"You're still playing at being Ninja? When I was your age..." The clone looked down at his hand as he held it up. "This hand of mine was already stained with blood!"

The Genin's eyes widened slightly and Kakashi glanced over at his captor. "Zabuza the Demon."

"Oh?" Zabuza chuckled and looked at Kakashi from the corner of his eye. "It seems that you have heard of me."

Kakashi's eyes fell to the figures on the shore. "A long time ago, in the Hidden Mist Village, when it was known as the Village of the Bloody Mist, Ninja candidates faced their biggest challenge."

"So... you also know about the Graduation Exam." Zabuza looked at Kakashi and furrowed his brows.

"The Graduation Exam?" Naruto asked.

Zabuza's clone laughed again and Naruto scowled. "Hey! This Graduation Exam you're talking about... what is it?"

The clone met Naruto's eyes and smirked. "The students were made to kill each other."

"W-What?" Naruto's eyes widened and he froze.

"Classmates who had shared rice from the same pot, formed pairs and tried to kill each other. It didn't end until one of them died. Partners who once talked about their dreams and aspirations..." Zabuza trailed off with a smirk.

Sakura covered her mouth with her hand as she trembled. "How cruel..."

"Ten years ago..." Kakashi continued. "The Mist Village's Graduation Exam was forced to undergo drastic reform. That was because an evil demon had appeared on the scene the previous year."

"Reform?" Sakura lowered her hand slowly and gulped. "What kind of reform? What had that devil demon done?"

"Without any doubt or hesitation... a young boy who didn't even have the qualifications to be a Ninja, annihilated over a hundred examinees." Kakashi glanced at Zabuza with a hard look.

"Ah..." Zabuza drew in a breath, exhaling as he looked upward. "That sure was fun."

Naruto and Sasuke's eyes widened and the clone rushed forward and knocked Sasuke back. He landed hard on the ground and the clone brought his elbow down on his stomach. Blood spurted from Sasuke's mouth and he cried out in pain.

"Sasuke!" Sakura turned toward him and covered her mouth as the clone stepped on the boy's stomach and dug his heel in as he reached for his sword.

Kakashi clenched his jaw as he watched, tightening his hands into fists.

"Go ahead and die now." Zabuza's clone smirked down at Sasuke.

"Darn!" Naruto scowled and formed a hand sign. "Multi Shadow Clone Jutsu!"

Dozens of Shadow Clones surrounded Zabuza's water clone and filled the area.

"Ah... Shadow Clones." The clone gripped his hilt tightly and looked around. "and there are quite a few of them."

The Naruto clones each retrieved a Kunai and held it out, ready to strike. "Here I go!"

Zabuza's clone stepped away from Sasuke, who slowly got up, coughing as he looked around at the clones.

The Shadow clones leapt into the air to rain down on Zabuza's clone, covering him in a dome as they attempted to restrain him. The clone shouted and threw the Narutos off of him, slicing several in half and sending them flying away.

Tazuna's eyes widened as a bead of sweat formed on his brow. "It's impossible after all... there's no way you can defeat that guy!"

Naruto's clones landed on the ground, sliding and dissipating into small clouds. Naruto reached into his backpack, gritting his teeth. "There is only one way left to defeat this guy!" He retrieved a large Shuriken and tossed it through the air.

"Sasuke!"

Sasuke reached up to catch the weapon in his hand and then smirked. "I see! So that's your plan, Naruto! That's pretty good for you!"

Sasuke gripped the Shuriken and took a stance as he looked at Zabuza as Naruto chuckled to himself. Sasuke opened the Shuriken until each of the four blades were extended and he smirked. "Demon Wind Shuriken, Windmill of Shadows."