A/N: Sorry this took a bit longer to get out, but I was having some writer's block with this chapter. I have clear future scenes ready to come to life on the page, but this one was just…ugh…It's a more filler/background chapter.

I will be going back and forth between this story and The Cover of Darkness until that one is complete. I am going to estimate that the other one will be about 8 chapters maximum. It might not make it that long.

Anywho, onward!

Three Years Ago

She didn't recognize me…

Kabuto didn't understand. How did mother not know him?

Why was she working for Iwa? Why did she attack me?

And she had died because of him.

Kabuto couldn't reconcile the fact that he had just killed the only person he truly remembered caring for. That he remembered caring for. Who had cared for him. Perhaps Urushi had also cared for him, but not in the same way. Mother had shown him his medical ninjutsu. She had given him her glasses. She had begged him not to go with Danzo.

Danzo…

"Maa, you aren't a real Iwa shinobi are you?"

Kabuto startled and turned quickly, snarling as he lashed out with his medical ninjutsu, sharpening the edges, ready to cut whoever was nearby to pieces.

It was an Anbu. The mask they were wearing was a wolf. And because of the full-sized mask, Kabuto was able to ascertain that it was a Konoha shinobi.

Was he from the Foundation? Had Danzo sent him to kill Kabuto?

It struck Kabuto that he and Nono might have been pitted against each other unknowingly for that specific purpose.

But why?

"Just get it over with! Kill me! That's what you're here for, isn't it?!"

The Anbu in front of him simply tilted his head to the side and finally said, "It was not my mission to eliminate you, but rather follow the other one. And you killed them. But I don't think that you're Iwa either, just like the other shinobi wasn't. Perhaps we can take a moment to breathe and decide what's truly going on before we try to kill each other?"

Kabuto stared at the Anbu with wide eyes. Was this guy insane?

Little did he know that that one conversation would change the course of his life.

Present Day

Kabuto stared at Kakashi like he had grown a second head. He took a deep breath and put down his clipboard.

"You want me to what now?"

Kakashi managed to side-step a charging child effortlessly before they ran full tilt into the wall beside him.

"Hiroto, how many times do I have to tell you, keep the running to the playground, not the hallway inside!" Kabuto chastised, quickly giving the boy a once over to make sure he hadn't suffered any severe damage from his collision with the wall.

Kakashi watched Kabuto pull the boy up and brush his front off and push him toward the side door. "Go play with the other kids. Lunch time is in about a half hour, then you can come back in with hopefully less energy!"

The boy, Hiroto, looking a little chastised, replied, "Okay, Kabu-niisan!" and then he ran off.

Kakashi's eyebrow went up. "Kabu-niisan?"

Kabuto pulled his glasses off and rubbed tiredly at his eyes. "I work full time at the hospital and volunteer when I can at the orphanage. I eventually want to take over here. If I take the chunin exams, then there's a bigger chance they will have me heading out of the village more, and I'm happy here."

Kabuto knew that he couldn't actually see the Copy-nin's face because of the mask, but he could tell the silver haired shinobi was pouting.

"C'mon. The pay is better…and so what, you go out of the village for a few missions once in a while. With your medical expertise, you'll not see as much action and be regarded as backup for teams with medical needs. And I happen to know that there are quite a few chunin that stick to the village. Plus, I have an in with the Hokage, and it's amazing what throwing some weight around can do for you, when he owes you for a ton of crap already."

Kabuto stared at Kakashi skeptically.

"I'm happy being genin," he stated, but already felt his resolve crumbling.

"We both know that you are much more skilled than a simple genin. And maybe you could benefit from having that recognition. You could always retire early and take your savings and put it back into the orphanage funding."

Kabuto sighed, glancing around the place he considered home.

There really wasn't any reason he shouldn't advance in rank. And Kakashi had a point.

"Do you know who else we will have on our team?" he asked.

Kakashi gave Kabuto an eye smile, and Kabuto sighed. "I haven't really thought of anyone yet. Shikamaru thinks I do but I was hoping you would think of someone...But I'm confident there's someone out there that also wants to better himself in the chunin exams."

Kabuto huffed and crossed his arms, frowning. "I do have someone in mind. Meanwhile, where is this student of yours?"

Kakashi studied Kabuto a moment, and then pointed out the side door.

"I believe he was outside with the other children."

Kabuto hummed. "Okay, I want to meet him."

The two shinobi walked out into the sunlight, and Kabuto smiled at the sounds of laughter as the children chased each other and rough housed on the gym. On the far side of the playground stood Naruto. Kabuto hadn't actually ever seen the boy while he lived at the orphanage. By the time he had started to volunteer his time, after he had gotten readjusted, (or – just adjusted?) to normal life, Naruto had already been kicked out of the orphanage. Kabuto had been enraged. He was aware of what the boy was, because no one in Konoha was subtle at all with the S classed secret. But most of the villagers were absolute imbeciles. Naruto was a container. A prison warden. And a boy. A lonely boy.

Whenever the mistress of the orphanage was out, and school wasn't in session, (sometimes even when it was in session) Kabuto welcomed the boy back. He would check up on the boy from time to time.

It was the least he could do. One mistreated orphan to another.

It was the boy with Naruto that caught Kabuto's attention though. His eyes widened.

"But, that's the boy that was brought in last year for severe chakra depletion!"

Kakashi startled. "You helped treat him?"

Kabuto stared at the young Nara for a moment, and then shook himself. He was recalling such a small boy, with such a horrible red cut down the side of his face, too pale and too small amidst beeping machines and the white hospital sheets.

"I wasn't there initially, but I was helping do the rounds on that floor during the week he was in, and I just remember a few of the others talking about how bad his chakra depletion was. I didn't realize he was your student."

Kakashi sighed, looking older than he was for a moment.

"It was a C ranked gone wrong."

Kabuto waited, but Kakashi wasn't more forthcoming. He shrugged. He was pretty curious about the story, but in the few years he had known Kakashi, he had gotten used to the man's more mysterious ways. Considering how they met, it wasn't the strangest thing about the silver haired shinobi. And no amount of prying was going to get him any more information about the event at this time.

"Shikamaru," Kakashi called. The boy in question turned from where he was slouched beside his louder counterpart, and after saying something to Naruto, walked toward Kabuto and his teacher.

"Shikamaru, this is Kabuto Yakushi."

Shikamaru studied Kabuto with piercing eyes, and the older genin felt like the child could see right through him.

It was unnerving.

In all the years that he had been a spy for…that man…Kabuto had never felt more exposed than now, and it wasn't the most pleasant of feelings for someone that was used to flying under the radar.

"Pleased to meet you Yakushi-sama," Shikamaru said.

Kabuto was momentarily surprised, and then chuckled at the formality.

"Please, not only does that make me feel old, but we are the same rank. Just Kabuto is fine."

Shikamaru smirked slightly. "Okay 'just Kabuto.'"

Kabuto's eyebrows went up. "Was he always this snarky, or was that your charm that rubbed off on him?" Kabuto asked, looking at Kakashi sideways.

Kakashi chuckled in embarrassment and rubbed the back of his head. "Let's just say that some of it was predisposition, but I maybe…nurtured it a little…"

"Kabu-nissan."

Kabuto turned to Naruto who had made his way over to stand beside them. "Shika said that you guys were going to take the chunin exams."

Kabuto frowned a little at Kakashi who gave another eye smile. "Most likely," he said.

Naruto stared at him for a moment. "But you're old!" he finally exclaimed. "First Shikamaru is too young, and now you're too old!"

Kabuto laughed outright. "Shinobi can be all types of ranks and ages. And fifteen is not old."

"Hmmmm." Was all the boy said, and then after shaking his head in disagreement, he took off after Hiroto, shouting something about playing ninja.

Kabuto shook his head.

How on earth did he get stuck in such strange situations?

Ah, that was right. He was friends with the Copy-ninja.

"Okay, back to business. Shikamaru, I have another teammate in mind, but I need to ask them if they are willing to join us. Can I meet you this evening around 7:00? Perhaps we can get a meal at Itchiraku's and get to know each other better? And if I have luck, I'll bring my friend along with."

Shikamaru nodded. "Alright, that sounds good. I look forward to it."

Kabuto smiled as he walked up to the nurse station on the second floor of the hospital. He got to the counter and leaned against the corner, studying the genin that was busy filing paperwork in a cabinet under the desk.

"Urushi, how would you like to get a promotion?"

PLEASE READ!

Okay, so I am not 100% sure I will try to detail the chunin exams. Not gonna lie, I suck at writing action scenes. But if you really want to know how they go, I can try to muster up a few actual scenes.

BUT

IMPORTANT!

No big hidden plotlines with Kabuto. He will get some more backstory, but he is legitimately good in my version of events. I am interested in knowing if you guys would like to have him be a more prominent figure in the story. I have the vague outline figured out, but he could be a major character if ya'll are interested.

ANOTHER THING.

If you could pick one of the main characters that were originally good, excluding Naruto, Sasuke, and Shikamaru, (idk if you'd call Sasuke good) who would you want to see as a villain? Because I am making Kabuto good, I am toying with making someone else evil. And I have a person in mind, but I wanted to see what you all were interested in seeing.

Leave a review and let me know! Next update will be on The Cover of Darkness hopefully soon. I'm horrible with keeping an actual proper updating schedule.