" All right, maggots!" shouted Anko after the genin had assembled near the entrance to the Forest of Death. " The next section is a survival course. The forest here is ten kilometers of dangerous, dark woods. You an your team are going to be given either a Heaven or Earth scroll. You must get the scroll to the tower in the center, but you also need to get the scroll from another group. That means at least half of you will fail. You have five days to accomplish this test."

" Hey, this is like that group training." Kiba whispered to his teammates. Hinata could see the others of the Rookie Twelve had come to the same conclusion.

" You have ten minutes to fill out these forms and get yourself ready. I hope you brought supplies." said Anko, holding out a stack of papers.

" What are these?" asked Sakura.

" Legal forms. If you die in there, its not our fault." said Anko, smiling sweetly.

" What about food?" asked a concerned Choji.

" Oh, some of the monsters in the forest are edible. You'll need to forage." said Anko, taking out some dango and snacking on them.

" Everyone, over here." said Shikamaru, motioning to his team. Kakashi, Asuma, and Guy's teams walked over to the huddle. " I think we need to work together." he said when everyone was there.

" What?" asked Naruto. " Why?"

" Because of our training. It looks like the training sessions we all did together were planned around this test." Shikamaru explained. " That Kabuto guy also hinted it. I think he might be a examiner too."

They looked over to where Kabuto and his teammates were filling out their forms.

" If we all work together, we have a better chance of passing. It'll be easier to capture scrolls and defend ours. Also," Shikamaru said, looking grave. " Odds are that we won't all have the same scroll. If we can't find any by the last day, we'll have to fight amongst ourselves."

" Is that fair?" asked Lee.

" Look at the other teams." said Shikamaru. The genin gazed around. Most of the teams were meeting with another. The Stone and Grass teams they had noticed earlier were staring towards Naruto. " They all realized this too. Plus, Some of us are already marked. Taking down a Uchiha is a feat worth bragging about, so plenty of people will go after Sasuke. Naruto's got his enemies, and killing the heir of the Hyuuga clan would probably merit a promotion to chunnin for most foreign ninja. And, I think everyone can tell my team is pretty weak. They'll head for us."

" So you want protection." Naruto said, crossing his arms.

" Yes." Shikamaru said, standing up.

" I like the plan." said Ten-Ten. " Plus, if it goes bad, our teachers will probably reward us for that."

" Who agrees?" asked Shino. Everyone nodded. " Then we should fill out the forms, since there is one minute left."

The Kohona genin hurriedly filled out the paperwork.

Asuma's team was one of the first called up. They received a Heaven scroll, which Akamaru hid using the technique he had used before. Kiba took a blank scroll and disguised it as the Heaven Scroll, putting it on his backpack. They then rejoined the other genin.

" We'll all meet by the tower." said Shikamaru. " The password for identifying each other will be the color of Kurenai-sensei's eyes. Got it?" Naruto, Hinata, Akamaru, and Kiba nodded, then proceeded towards their gate.

---

" Man, I hope I have enough food." said Kiba.

" Why? You said you had three weeks worth." said Naruto, trying to calm his nerves. Hinata was sitting on the ground, trying to meditate in the Hyuuga stile.

" Well, yeah, but that's for me and Akamaru. I didn't expect to share with everyone AND Choji." Kiba said with a laugh.

" Oh." Naruto said, realizing the problems.

" Hey, I do have one thing, but it'll cost you." Kiba said, drawing a scroll out. " Hot ramen for twenty ryou."

" Wait, really?" Naruto said, eyeing the scroll.

" Yeah. I figured you'd want some in the field. It'll cost you, though." Kiba said, putting the scroll away. Naruto dug out his wallet and checked his money.

" Get ready!" Anko's voice called out. The genin sprang forward, readying themselves by the gate. The forest looked unnaturally dark and foreboding already, and they were still out in the sunlight. The trees had a gnarled, unnatural look and little light fell though their leaves. " Go!" yelled the examiner as the gates flew open.

They dove through and leapt onto the lower branches, skimming though the dark trees. Within moments it seemed like night.

" Hinata, keep checking with your Byakugan." Naruto called back. He had taken the lead position. " Kiba, if you even think you smell someone, tell us."

" Right, oh glorious leader!" shouted Kiba sarcastically as he leapt to a sturdy bough.

" Hey, I like that!" Naruto said as he fell though the air.

---

It had been nearly a half hour and they hadn't encountered anyone. They kept pressing on, maintaining a decent speed. They could see light ahead of them and came out upon a small river cutting though the forest.

" Lets take a break." whined Akamaru as he landed on the bank. " I need some water."

" Okay. I'll keep watch." Naruto said, forming a team of clones and sending them to form a perimeter.

Moments later there was a rustling in the trees.

" It looks like Sasuke's team!" called back a clone. The three genin came into view and stopped.

" What color are…" Naruto began to ask before Sasuke cut him off.

" Red." Sasuke said, walking over. " Did your group encounter anyone?"

" No." said Hinata, standing up.

" I placed bugs on all the genin while we filled out the forms. If they come near us I will be able to sense them." said Shino.

" Uh, cool." said Naruto. " Um…are there any bugs on me?"

" Yes. It is hiding in your hair. Please do not harm it." said Shino impassively. " This river is poor defensive terrain. We should move away."

" Smart boy." Everyone turned on the strange voice and spotted a genin in a straw hat and long white robes standing near them. She was wearing a Grass village headband. " Unfortunately, Your too late to do that."

" Hinata!" Naruto shouted. Hinata was already on it and had activated her Byakugan, scanning around for others.

" She's alone, and she's very powerful. She has chakra reserves like yours, Naruto." Hinata reported. Everyone backed away, forming a circle around the woman.

" Hello there, Sasuke-kun." said the woman in a unpleasant tone. " I'm glad it didn't take me too long to find you. I'm quite busy."

" Stay away from Sasuke-kun! He's mine!" Sakura yelled angrily. Sasuke's eye twitched, but he didn't disagree for once.

" Really? Well, you may be losing him soon." said the Grass ninja before breaking into a charge. She ran towards Sakura at a high speed. Kiba and Akamaru leapt to intercept her, but she blocked with uncanny precision, sending them flying back. They landed with a snarl.

" Everyone, back away!" shouted Sasuke before forming a hand seal. Everyone dodged away as he breathed a massive fireball at where the woman had been a second before. She dodged away nimbly, landing by Sakura. However, the pink haired girl had already began a genjutsu and finished as the woman turned towards her.

" Ooo, that some talent. I almost have to try to break this one. My compliments." said the woman. Sakura's eyes slid out of focus and she fell back heavily. " You should make it harder to reverse next time."

Hinata raced forward to help, jutting forward a well aimed Jyuuken strike. The grass ninja blocked her arm in a unusual way, avoiding the chakra entirely. Hinata was send off balance for a moment, but spun with another chakra spike at the woman. The grass ninja ducked backwards, avoiding the hit, as a cloud of insects enveloped her. There was a puff of smoke, however, and she disappeared.

" Ow." said Sakura, sitting up. " She's really, really good with genjutsu. Better than Kurenai-sensei."

" Her taijutsu's like Lee's." said Kiba, scanning the trees. " You won't be able to fight her at hand to hand normally."

" We'll need a lot of clones, then." said Naruto forming the jutsu. A platoon appeared and spread out though the trees.

BAM.

The ground under Naruto exploded as the woman flew upwards, delivering a knockout blow. The real Naruto went tumbling backwards while the clones raced to attack the woman. They dove for her, but she performed a jutsu and shot dozes of snakes from her sleeves, striking the clones and destroying them.

Sasuke charged from behind, landing a kick which the woman barely rolled away from. Sharingan active he met the woman in hand to hand combat, aiming several fast punches at her head. She blocked and countered with a chop Sasuke was only able to avoid because of the Sharingan. He rolled under and came upwards, delivering a series of uppercuts which launched her into the air. He leapt upwards and bounced off a branch, coming down quickly and catching the woman in a piledriver and crashing her headfirst into the ground. She was partially buried and stopped moving. Sasuke headed over to the other genin. Before he got all the way, however, the woman's head shot from the ground by him on a snakelike neck and bit down on his neck.

" You really are a prodigy." said the woman as she retracted her head into the ground and leapt up. Sasuke fell to the ground and screamed, clutching the bite. " Such taijutsu abilities at your age are beyond what I had hoped."

" Your intelligence gathering needs work then." said Shino, launching a cloud of bugs at the woman. She laughed and leapt over, then raced towards Shino for an attack. He blocked a kick and a punch, but those were fients to open his defenses and he was battered to the ground. The bugs swarmed over , forcing the grass ninja to leave Shino. They herded her towards the other genin.

Having completed the Beast Clone, Kiba and Akamaru launched forward in the arcing Piercing Fang attack while Hinata raced up the flank, forcing the woman to fight on two fronts. She dodged two Jyuuken strikes and Kiba, but Akamaru's attack grazed her, sending her flying into a tree. Before she could recover Kiba and Akamaru shot forward in a devastating twin attack, striking the ninja and blasting the tree apart. As the dust cleared Kiba and Akamaru stumbled backwards.

" Not quite as good as Sasukee…." the woman began, sitting up from the debris. She didn't finish, however, as Sasuke landed behind her and grabbed her head, violently and forcefully snapping her neck. She slumped down and reverted to a pile of mud.

" Dammit." mumbled Sasuke, walking over wearily. " Hinata, could you check this out?" he asked, motioning to his neck before collapsing to his knees. Hinata raced over while the others formed a perimeter around the injured Sasuke and Naruto stumbled to his feet, folding his jaw gingerly.

Hinata looked at the wound and gasped. The scar had transformed into a simple black mark, looking like three spinning dots. Kiba leaned over.

" Holy shit." Kiba said, examining it. " He put some sort of curse on you, and its nasty."

" What does it do?" Sasuke said weakly. Hinata lay him down.

" I have no idea, but this things insanely powerful. That's the seal of Heaven. You can't use that without a hell of a lot of protective seals and wards because its so powerful. But it's just sitting on you neck without anything." explained Kiba. Sasuke didn't reply.

" Sasuke-kun!" Sakura cried, grabbing her downed teammate. Sasuke had gone completely comatose.

" Don't worry. He will be fine." said the woman, reappearing.

" What did you do to Sasuke!" shouted Naruto furiously.

" Nothing you should concern yourself with. You know, you're the only member of this group that went down in a single hit? Even that silly pink haired girl managed to recover." said the woman, smiling viciously.

" Who are you?" asked Shino curiously.

" My name is Orochimaru." said the woman with a bow.

" Orochimaru, you are about to die." said Shino, a rare vengeful tone entering his voice. A massive cloud of bugs began to issue forth from his coat as Naruto threw off his jacket and formed a legion of clones. The chakra output began to char his shirt.

" Oh, this will be fun. I hope Sasuke-kun doesn't mind me playing with his friends." said Orochimaru, leaning her head back. There was a retching sound and a scroll emerged from her mouth. She took it, then made the retching sound again. A snake shot out , which opened its mouth and spar out a sword. She caught it and wiped her arm on her sleeve.

" I'll give you my scroll if you entertain me." she said, putting it into her pocket and charging. Forty shadow clones charged in. The woman began to happily slash her way though them while the cloud of bugs began to swarm her. There was a puff of smoke and she appeared outside of the melee, charging for Shino and Naruto. A sea of clones intercepted her and despite her prodigious skill with the sword she was swept down under the orange mass. The cloud of Shino's bugs worked their way into the mass, which was beating Orochimaru furiously, and began to drain her chakra.

A tower of stone shot forward from the mass, propelling Orochimaru into the air and scattering the clones and bugs. She breathed in and shot out a cloud of gas, which enveloped the mass of clones and bugs. The clones began to choke and disappear while the bugs fled back into the safety of Shino.

As she fell to the ground Hinata and Sakura raced to intercept her. Sakura prepared a new genjutsu and activated it, hoping to distract Orochimaru long enough for Hinata to get an attack off. Orochimaru dispelled the genjutsu almost immediately, but the second it took was long enough.

As she got close Hinata channeled the chakra for the Divine Sixty Four Strikes. The forest became even darker and the once untouchably fast ninja was now moving laughably slow. Hinata launched a furious storm of Jyuuken strikes into her, sealing the woman's chakra points and rupturing a number of internal organs. The techniques force slammed the woman into a tree, which splintered under the impact.

However, as if she was unhurt, she punched Hinata in the gut with enough force to send her flying fifteen meters into the brush.

" Hinata!" cried Naruto, racing over. Sakura stood in front of Orochimaru with a kunai, blocking the path to Hinata as Naruto raced over to check her. Hinata sat up weakly, coughing, before vomiting from the pain.

" That was very good. Talent like that, you'll both make jounin." cooed Orochimaru. " The bug user and Inuzuka are also quite talented."

" Stay back." Sakura said, a quaver of fear in her voice.

" Hinata, are you okay?" asked Naruto, helping her up. Hinata nodded and activated the Heavenly Palm technique, holding it to her midsection. She relaxed as the healing effects began.

" Aw, shit!" yelled Kiba. Naruto looked up. Shino, Kiba, and Akamaru were now faced with a giant snake. Sasuke lay motionless nearby. Kiba and Akamaru leapt in Piercing Fang attacks, connecting but barely penetrating the armored scales while Shino's bugs latched on the snake, draining it's chakra rapidly. It bit downwards, forcing Shino to dodge away and grab Sasuke. Shino retreated with his fallen comrade while Kiba and Akamaru battered the snake backwards.

" Sakura, help Hinata-chan away." Naruto said, leaping in front of Orochimaru. " I'll hold him off." Sakura nodded and helped Hinata up before leading her away.

" Hinata-chan?" Oh ho ho, you have a girlfriend." said Orochimaru, circling Naruto. " How sweet. It's rather romantic, taking the exam with your girlfriend. What's next, a visit to her at the morgue after the silly girl dies?"

More consciously this time, Naruto felt the energy he had felt in the Stone country return. Everything became tinted red as he flipped backwards, landing and dashing forward with blurring speed. Orochimaru was barely able to dodge to the side as Naruto charged her. Naruto grabbed the woman's arm, dug in his sharpening finger nails, and pulled with his chakra enhanced strength. There was a sickening sucking sound at he ripped the arm from the socket. He spun in place, swinging the arm like a sword. It struck Orochimaru in the head, sending flying though a tree.

" You must be the demon boy!" said Orochimaru, getting to her feet. Naruto noticed her face seemed partially ripped away, revealing a more masculine countenance under it. She brushed her remaining hand over her face for a moment, causing it to revert back. " I had never expected you! You really managed to rip off my arm. That is no easy feat."

" That's just the beginning." said Naruto leaping forward with lightning speed. He punched at Orochimaru with all his might, but the woman deflected his arm and sent him spinning away. He landed gracefully and charged. However, before he got all the way she leapt forward and delivered a crushing kick to his head. He could feel his spine snapping and as he tumbled backwards he realized he could see his back.

He landed and rolled a short distance. He felt himself losing consciousness for a moment, but his head suddenly turned back around. He could feel his spine healing. However, the injury left him paralyzed for the moment.

" I'm sorry, I'd love to stay longer. I'm sure you could entertain me for a while longer, but I must be going. My compliments, however. I don't think even Sasuke-kun could have hurt me like this." said Orochimaru before disappearing in whirl of leaves. In the spot where she had been lay a Earth scroll.

Slowly, Naruto felt the chakra fade and his body regain feeling. He stumbled to his feet, pocketed the scroll, and walked in the direction his allies had fled. He found them a short distance away, taking cover in a small copse.

" Hey." he said as he trotted up. Hinata and Sakura seemed to be tending to Sasuke, Kiba was bandaging his arm, and Shino was standing guard. Hinata looked up towards him happily, but her face drained of color.

" Naruto-kun, your head!" she said, racing over.

" What?" asked Naruto, not understanding. Hinata gingerly grasped his neck, and he realized it felt wrong.

" It's not on straight." said Kiba.

" I remember Iruka-sensei making a similar assessment." Shino said. Everyone but Sakura looked at him, surprised by the joke. " I had heard that a tense situation can be lessened by humor. My apologies if it was poorly timed or inappropriate. I do not have much practice with them."

" I thought the Orochimaru chick was weird, but Shino telling a joke? That's just freaky." said Kiba with a laugh.

" Here." said Hinata forming the Heavenly Palm. She held it to Naruto's neck and he could feel things shifting. Suddenly his neck popped and things shifted back to normal. " There you are, Naruto-kun. Where is Orochimaru?"

" She ran off after she snapped my neck." Naruto said, rubbing the back of his head nervously. " I guess she didn't to it right. I ripped her arm off, so I don't think she'll be back for a while."

" I belive she was toying with us." said Shino. " She left more likely because she was finished. I have heard the name Orochimaru mentioned before. She is said to be one of the greatest ninja ever."

" What would she want with Sasuke-kun?" said Sakura, staring at her downed boyfriend. Tears were running down her cheeks.

" I do not know. It is also odd, because I believed that Orochimaru was a man." Shino said.

" Part of her face got ripped off and it looked like a mans was under it." remembered Naruto. The others nodded.

" We are lucky to be alive." Hinata said, sitting down. " It's nearing night, so we should set up here for the night and make camp. I have your jacket, Naruto-kun." Hinata pulled the jacket out.

" Thanks, Hinata-chan!" he said as he donned the orange jacket. " I'll send a bunch of clones out on watch."

" Send some to find the other teams as well." suggested Shino. Naruto formed the clones, who all sped away on their missions.

---

It was a rough, tense night. Everyone took turns sleeping and keeping watch, except for Sakura, who stayed by Sasuke the entire time. Sasuke seemed to be ill, tossing and turning. The red sunlight began to filter down onto the river when one of the clones on guard was destroyed by a blast of air.

" Thes sumon har." Naruto said, waking up groggily. " Theres someone here!"

The others sprung awake.

" We need to intercept them. If there was a fight here, Sasuke would likely be hurt. Sakura, guard Sasuke. Naruto, give her some clones. Everyone else, follow me." commanded Shino. " I can sense the bugs on them."

The genin complied with the orders and raced in the direction Shino headed. They encountered the three Sound genin a short distance away. Naruto formed a platoon of clones which surrounded the Sound ninja, which put their backs to each other so they could face in every directions.

" Greetings." said the leader of the Sound genin, the masked one with the strange arms. " We are here to kill the Uchiha. Step aside or die."

" Heh." Kiba chuckled. " Your already a outnumbered and surrounded. How do you expect to win?" he asked in a gloating voice.

" You are also surrounded." came a voice from behind. In every direction came the clumsy mud clones of the Grass ninja.

" So, explain to me, why are you working with them?" Naruto asked, turning to face the new attackers.

" They were going after a ally of yours you were obviously going to meet with." explained one mud clone.

" We recognized you from the description a survivor of a recent battle gave our village before dying. Kohona's Clone Ninja, also wanted by our allies in the Stone village. There is a notable bounty on you, but we are in it for the honor of our clone brigades."

" Were here for the money." Everyone looked up. On the branches above were the three stone ninja, who were holding the umbrellas like weapons. " The son of the Yellow Flash, the monster which gorged himself on a platoon of our ninja, will be a impressive trophy to present to our village."

" What's with this Yellow Flash thing? I'm a orphan. I don't know who my parents were, but I don't think it's this flasher guy." Naruto said with a pout.

" Stop faking. We know the Fourth was your father. Our spies were able to discover this after we learned of your existence." said the leaded Stone genin with a smirk. Naruto blinked at him.

" You guys really must suck. Do you think for a minute if I was the Fourth's son, he would have sealed the Nine Tailed Fox in me, or that the villagers would have hated me?" Naruto asked, crossing his arms.

" A demon as well? Your quite the prize." said the Stone ninja, smirking evilly.

" He's no demon." said a voice behind the Stone ninja, startling him. Sasuke had appeared behind him, with some sort of black marks covering his skin. Hinata could see Sakura in the highest branches, preparing a genjutsu.

" This is quite the standoff." remarked the leader of the Sound genin.

" Summoning Technique!" shouted Kiba, forcing his hand to the ground. Three large, vicious hounds appeared. Akamaru bounded onto Kiba's back and a second later the Beast Clone jutsu activated.

" Five way Piercing Fang!" shouted Kiba, as he, Akamaru, and the three ninja dogs shot in five directions, tearing though trees and mud clones.

Then, things went absolutely crazy.

As Sasuke began to wail on one of the Stone ninja with even more power that usual, the others threw up several umbrellas, which opened in midair and began to spin, showering needles downwards. Naruto formed a platoon of clones which raced to combat the mud clones, ripping though them. He created a dozen explosive clones which ran towards the mud clones and detonated, sending flaming debris though the air and scattering everyone.

The Sound genin ducked as one of them spun, shooting a jet of air from his palms which scattered the clones. However, Hinata landed in the middle of them, jabbing the standing ninja with Jyuuken strikes and knocking him back. The leader of the Sound genin swung a punch at her, but she leapt away, avoiding the attack. A moment later she keeled over in pain, struck by a wave of sound. The female sound genin tried to charge her but was separated by a hail on needles.

A cloud of bugs issued from Shino and sped off past the encircling mud clones. He then charged towards the female sound ninja, fighting her with taijutsu.

Above the Stone ninja had rallied and were facing Sasuke together, but he was moving with impossible speed. They were keeping him at bay with a needles, and after one struck his legs he began to slow. Sakura completed her genjutsu, however, and Sasuke disappeared. The Stone ninja turned their attention to her for a second, and a concealed Sasuke came racing in to deliver a series of crushing strikes. The leader leapt away, landing on another branch. He took out another umbrella and raced towards where Sakura was hidden.

Below, the mud clones were being overwhelmed. The endless tide of shadow clones and explosive clones had pushed them back, and every few moments one of the tornado like Piercing Fang attacks would strike, destroying several. The real Naruto had began to form his own mud clones to take on the stronger of the Grass ninja's mud clones. A short distance away, however, the real Grass ninja were under assault by Shino's bugs, one having been drained into unconsciousness already.

Dodging the randomly flying needles, Hinata and the leader of the Sound genin were facing each other, waiting for the chance to strike. If Hinata connected with her Jyuuken she would win, but the sound wave that followed the ninja's punch was too hard to dodge and would leave her dazed and open for a lethal strike. The other male Sound genin had recovered and began blasting at Kiba as he whirled around, trying to land a Piercing Fang hit on the dangerous opponent.

Shino and the female Sound ninja had been locked in a rather unimpressive taijutsu match, attacking and parrying with each other, but Shino had latched on the last of his bugs to her and was merely biding his time until she was too weak to fight back. She took out a needle with bells on it and threw it. The needle landed in a tree by Shino and embedded itself. She pulled on a wire attached to the bells, and Shino stopped, trapped in a genjutsu.

Back above, Sakura was dodging desperate, vicious hails of needles from the leader of the Stone ninja. She was able to keep a safe distance away, but he wasn't letting up and she didn't have time to form a genjutsu. Throwing caution to the wind, she landed on a branch and leapt towards her pursuer, drawing a kunai. It midair they collided, Sakura stabbing him with a kunai in the chest, he slamming a handful on needles into her back. Their momentum lost they began to fall downwards, locked in combat. Moments before they struck something whizzed past them, ripping Sakura away from the Stone ninja's grasp.

" Are you all right?" asked Sasuke as he landed, setting her down. Sakura pulled the needles out of her back, wincing. Sasuke had a half crazed look on his face but seemed in control.

" I am." Sakura said, standing up. One of the needles had struck a nerve and she could barely move her right arm.

" Stay here." Sasuke commanded, running back towards the combat.

" Like hell." she muttered under her breath, grabbing her kunai from the dead stone ninja and sneaking towards the mud clones.

" I'm out of chakra!" complained Kiba as he struck his last arc of the Piercing Fang.

" I've got some more!" barked Akamaru.

" Yeah, you didn't summon anything." said Kiba as he punched a mud clone hard enough to cause it to revert. The ninja dogs had also run out of chakra for the Piercing Fang and were biting and tearing though the mud clones. There was a explosion nearby as a explosive clone took out a cache of mud clones.

" Watch it!" Kiba yelled to Naruto, diving out of the was of the debris. He winced as two needles struck him. Most of the spinning umbrella's seemed to have been spent, but one was still whirring away. Kiba grabbed a kunai in a mound of mud and threw it upwards, cutting though the umbrella, which fell uselessly to the ground.

" Got you!" shouted the leader of the Sound genin, lunging as Hinata stumbled on a root. She took a breath as she tripped and focuses, expelling chakra from every point she could manage. She began to spin around, forming a inconsistent blue barrier around herself. The Sound ninja slammed into the Heavenly Spin and was send hurtling into a rock, which cracked from the impact. Hinata stopped the technique, slowing her spin and regaining her balance.

" Got you!" cried the female Sound ninja, brandishing a kunai and charging Shino. She swung, however, Shino sidestepped and dodged the attack. A cloud of bugs began to fly towards them.

" It appears the Grass ninja have been defeated." he said as the bugs swarmed her, draining her chakra. She fell to the ground heavily. Shino leaned against a tree, panting. He had barely broken then genjutsu in time to dodge. The bugs slowly returned to him, sated on chakra for the moment.

" Down you go!" shouted a shadow clone as he finished off one of the last mud clones. The squads of shadow clones were cleaning up the last remnants of resistance when Sasuke landed by them.

" Hey, what happened to you?" asked Naruto, looking at the tattoo like marks covering Sasuke.

" I don't know…but whatever Orochimaru did to me, it's given me more power." Sasuke said, looking at his arms and flexing his hands. Suddenly, the marks retracted, returning to the original shape. Sasuke nearly toppled over fro exhaustion, but a clone caught him and set him down.

" Everyone, get the scrolls from them and form up!" shouted Naruto. Moments later everyone had assembled away from the battlefield. " What scrolls to we have?" he asked.

" Two Heaven scrolls and an Earth scroll." said Sakura, holding them up.

" Orochimaru gave me a Earth scroll because I was entertaining." said Naruto, holding it out.

" We needed an Earth scroll as well, so hopefully the other teams will need the Heaven scrolls. The probability is good." said Shino, adjusting his glasses. " At the moment, I believe tending to our wounds and moving away from here would be wise."

" Lets move down the river, away from the tower." said Sasuke, standing up. " People will probably look for us closer to the tower."

The genin headed down the river for ten minutes, walking in the water to cover their tracks. They found a large, vine covered rock outcropping that leaned over the river. Pushing aside the vines revealed a small space, hidden by the vines from view and large enough to fit them. They enter and set down their gear.

" I'll begin healing, but my chakra is low. After that I will use my medicines." said Hinata, activating her medical jutsu. The others began to remove needles and bandage cuts. Naruto was uninjured, save for a aching head from the pummeling Orochimaru had given him, so he kept watch.

They rested for several hours in the slightly damp cover. Kiba and Akamaru went to sleep immediately, having completely exhausted their chakra reserves. When everyone's wounds were treated Hinata lay down to rest as well. Sasuke was forcing himself to keep awake, even though he looked exhausted. Sakura was flexing her arm as the feeling returned.

" I'm hungry." said Naruto.

" Well, we didn't bring any food either." said Sakura.

" Wait a moment." said Naruto, rifling though Kiba's scrolls and finding one of the food scrolls. " Uh, do you guys know how to activate these?" Naruto asked, handing it to Sakura. She opened the scroll and brushed her hand against the seal, activating it with chakra. There was a puff of smoke and several cans on dog food appeared.

" Hey!" said Kiba, sitting up. " That's Akamaru's. Give it back." Sakura handed the scroll to Kiba sheepishly. He quickly resealed several of the cans, but he kept one out and opened it for Akamaru, who began to eat happily. Kiba took out another scroll and unrolled it. There was a puff of smoke as several bowls of ramen, a plate covered in steak, and a jug of water appeared. Sasuke's team looked amazed.

" Lucky!" Naruto said, grabbling one of he bowls of ramen. " Hey Kiba, where's the chopsticks?"

" Aw, crap. I knew I forgot something." Kiba said, looking over the scroll.

" That's okay. We got these!" said Naruto, holding up two needles. He wiped them on his sleeve and dug in.

" Great idea!" Kiba said, grabbing a pair himself.

Sakura, Shino, and Sasuke looked on in disgust while Hinata simply giggled at her teammates.

---

They rested until evening before heading out. The didn't feel fully recovered yet, but they needed to move out. They proceeded towards the tower, staying a short distance from the river. Hinata kept on the lookout with her Byakugan and Shino kept alert for the scent of his bugs. They came to the edge of the forest by the tower. There was a nearly forty meters of open terrain between them and the tower. There was sign's of several battles, but they didn't find any bodies. Near midnight Hinata spotted Shikamaru and the others huddled around a concealed campfire.

" Hey." said Naruto, landing by them. Neji had his Byakugan active, so everyone had been aware of their prescense.

" What color are Kurenai-sensei's eyes?" asked Shikamaru, lazily.

" Red." Sasuke said as Naruto fumbled with the answer.

" What happened to you guys?" asked Ten-Ten.

" We got attacked by the Sound guys, the Stone ninja after Naruto, and Grass ninja." said Kiba , taking a seat. " They teamed up on us, but we kicked their ass."

" Lee and Ten-Ten took some Lightning genin by surprise and beat them, so we have a Earth scroll if you need it. We've fought a couple other groups, but they got away. We had to run away from Gaara a few times. He's uses some technique to protect himself with sand. We think Neji may have hurt him with a Jyuuken strike, though." said Shikamaru, holding up the scroll.

" We're fine." said Sakura, holding out the two Heaven scrolls. " You guys need these?"

" Not as much as I need something to eat." whined Choji, holding his stomach. Kiba took out the food scroll and summoned a bag of chips, which he handed to Choji. Choji looked at the chips for a moment before crushing Kiba in a hug, thanking him over and over. There was a popping sound.

" Those were my ribs." Kiba gasped. Everyone laughed.

" Right, we need to get to the tower as fast as we can. Most of the other teams that are left are patrolling this area, so the longer we stay the more like it is we will get attacked and can lose a scroll. We have to go in our assigned gates, though, so it'll be hard to not attract their attention. Naruto, make as many clones as you can and send them running around the tower. In a few minutes most of the teams will be paying attention to them and we can get in." said Shino, standing up. Naruto nodded and formed fifty clones, which ran off along the tree lines.

Several tense minutes of hearing yells and fights, Shikamaru motioned for everyone to go. Each of the teams raced into the clearing, heading for their gates. They noticed several other ninja running into the open towards them as well. One group, however, was heading for the tower. It was Kabuto's team, which appeared to be using them as cover. The genin teams began fighting though their attackers while racing for the tower. Naruto and Kabuto's groups went for gates next to each other. A moment before Kabuto's team got to the doors, however, Kabuto stumbled on a rock and fell.

" Go!" shouted Naruto, racing towards the fallen leaf ninja. A ninja in a grey cloak with a Lighting village insignia began to bear down at Kabuto, who was fumbling for his glasses. He found them a moment before the Lighting ninja stuck him with a sword and rolled out of the way of the attack. He ninja slashed at him again, forcing him backwards, but before the Lighting ninja could react Naruto landed a flying kick to his back, sending him crumpling to the ground.

" Thanks." said Kabuto, smiling to Naruto. " Watch out!" Kabuto pointed out a pair of Lightning ninja's charging them, tossing shuriken as they advanced. Naruto and Kabuto leapt out of the path of the attacks and charged. Naruto formed a group of clones which tackled the ninja he was facing while Kabuto formed chakra onto his hand and swiped the other. The ninja recoiled, bearing a large slash on he chest. He retreated.

" See ya inside!" said Naruto waving and running towards his team. Kabuto waved back and joined his teammates.

Inside they found a empty, dark hall. There was some sort of scroll hanging on the wall.

" So, do we open them now?" asked Kiba as Akamaru coughed up the Heaven scroll and Hinata took out the Earth scroll.

" I think so." said Hinata, laying the scrolls down and unrolling them. As she did there was a blast of smoke, which parted to reveal Iruka.

" Hey, great job!" he said, congratulating them. " The instructors and other jounin's have been watching you. You guys did a incredible job."

" Really?" said Naruto eagerly. " So you guys saw all our fights?"

" Well, not all." said Iruka, rubbing the back of his head. " The Hokage is the only one who knows the spying technique and we had to watch all the groups. We saw you guys and Sasuke's team fight the others, though, and other parts. How'd you guys get so beat up before that fight?" he asked.

" We fought someone called Orochimaru." said Kiba setting down his pack.

" Not likely." said Iruka with a laugh. " Orochimaru is wanted by the village. He wouldn't dare try coming here and risking a fight with the Third. It was someone claiming to be Orochimaru."

" Well, she was still pretty tough." said Kiba, pouting.

" Sometimes individuals about genin level get in, like the Rookie Twelve. Most of you are chunnin level." Iruka said before pointing to a door. " Head in there and get some rest. It's a couple days until the next part of the exam, so you'll need it."

" All right!" said Naruto, walking towards the door tiredly.

---

After a examination by the medic-nin and proper medical treatment, the genin collapsed in the beds provided for them.

Hinata was the first to wake up. She sat up, yawned, and stretched. The sunlight was pouring in the rooms windows, and it looked like it was nearly noon. She got out of bed and walked into the hall, looking for the bathroom. The hall was a empty grey corridor which curved out of sight. She walked along the hall. Though the doors she spotted other genin teams resting, some asleep, some awake. Sasuke, Shikamaru, and Neji's teams had gotten though, as had Kabuto's and Gaara's. As she walked past the door to the Sand ninja's room Kankuro saw and glared at her. She sped her pace up and eventually came upon the women's room.

When she had finished and washed the grime from her face she emerged and began to look around the tower. It was a fairly simple building, with a large dojo in the center surrounded by the rooms the teams rested in. She found a number of Leaf ninja on guard and medics. Shortly after she had finished looking around the team of Sound genin limped in, the leader carrying ninja who had shot the wind blasts from his hands on his back. They had obtained two scrolls and turned them in. The medic's began to tend their wounds.

Hinata returned to her teams room. Naruto and Kiba were still fast asleep, snoring loudly. Akamaru had moved into her bed and was smiling smugly. Hinata scratched his ear as she walked past, then began to study a medical scroll.

A while later Asuma came into the room loudly, waking everyone.

" Hey! Way to go, everyone!" said Asuma leaning against the doorframe. Naruto and Kiba sat up, rubbing the sleep from their eyes. "

" Hey, sensei." said Kiba with a yawn. He looked around for Akamaru, looking concerned. " Have you seen…"

" Over there." said Hinata, pointing to the snoozing puppy.

" Well, you have the rest of the day off." said Asuma. " You can't leave the tower or anything, so just relax."

" What are we supposed to do?" asked Naruto.

" I don't know. I'm borrowing some books from Kakashi. See you guys tomorrow morning. I'll wake you before the next exam. Bye." Asuma disappeared in a cloud of smoke before anyone could protest.

" So…what do you want to do?" Kiba asked Akamaru. Akamaru rolled over, wrapping the blankets around himself. " Good idea." said Kiba, going back to sleep.

" We'll, I want to see the other teams. You coming, Hinata?" asked Naruto, hopping out of bed.

" I will stay here." said Hinata, giving Naruto a smile. " I want to practice this technique."

" Suit yourself." said Naruto, walking into the hall. He didn't get too far before he cam face to face with a waiting Gaara.