After Naruto's little declaration he ran for all he was worth as snakes shot out from underneath Orochimaru's sleeves. The distance they had to travel allowed the blonde to pick a few off with well-placed shuriken but, most of them he ended up dodging as if it was some twisted version of dodge ball. Each time a snake hit into the wall it rebounded snapping and he had to become innovative to avoid their poisonous jaws.

Between using the Body Replacement Technique and simply running up the wall, he hoped he was keeping the Sannin at least entertained if not distracted. The Pervy Sage was hopefully climbing out of the toad's mouth but, he would be very vulnerable. At least that's how he explained it to Naruto when he had tried to teach it to him. Personally he hoped he never had to use it himself since it was kind of disgusting.

With no warning the snake summoner was engulfed in flames cutting off the near constant stream of snakes that had been attacking him. Naruto stopped catching his breath hoping it might be that easy but, doubting it. The flames dyed down revealing a clone made of earth with globs of oil still burning on it.

The only genin in the room looked around frantically trying to find the snake summoner. "Naruto climb the wall," Jiraiya shouted. Not hesitating the blonde channeled chakra to his hands and feet to scurry halfway up the wall. It was then he heard the sound of many small soft objects hitting the ground.

Orochimaru was clinging to the ceiling disgorging a river's worth of small snakes from his mouth. They spread over the floor slithering to every corner of the room but no further. He was only stopped when he had to dodge a kunai thrown by the other Sannin. The two old teammates squared off suspended over the floor.

"This is the third time we've done this, almost brings a tear to my eye," The creepier of the two said.

"Shut up. We don't have anything to say to each other anymore," Jiraiya tilted his head and addressed his student "stay out of this. Go help the others."

"No, stay. Once I finish off your teacher I can deal with you Naruto." The blonde growled to himself as the two Sannin exploded into motion, he wasn't going anywhere.

Sixteen that was the number that Shikamaru and himself had managed to contact in the fake air shafts. A disappointingly low number and most noticeable was the absence of his teammates. Every one of them had the same story. Their corridor had been flooded with snakes and those who hadn't been able to block them in one way or another had either been killed or forced to retreat.

"I'm sure they're okay," Ino said from where she stood next to him. "They were probably ordered to pull back by that Kumo-nin."

Sasuke thought about her suggestion. Sakura would follow such an order without question but, Naruto well he thought back on the few missions that they had been on together. In the Land of Waves when Kakashi had been captured neither of them had been willing to retreat and during the negotiations for Kado he had lost his temper. No, Naruto was not good at following orders when emotions were involved. He doubted training with one of the legendary Sannin would improve that habit of his.

"And why do you think I was thinking about them?"

"I am a Yamanaka," she boasted "we're good at getting into people's heads both figuratively and literally. Besides compared to Shikamaru you're easy to understand. You were either thinking about them or hoping that dog Bisuke won't make it back so you don't have to give him a bath."

"Actually I was thinking of having Kado do that for me. He might actually enjoy it." She nudged him which was annoying but, the little dog came hopping down the stairs at that moment and he let it pass without comment. Several of the higher ranking ninjas gathered around to hear the sleepy eye dog's report.

Seating himself at Sasuke's feet he sighed, "There's three of them up there and the slight breeze indicates it's just a straight corridor for awhile. I couldn't hear any wire traps so I think you're safe in that department." The dog done with his report was about to dismiss himself when he suddenly sniffed the air. "This is great news," he turned his sleepy eyes up to the teen who had summoned him "your girlfriend uses the same shampoo as I do. You can just borrow some from her."

"Bisuke you're dismissed," the little scout dog sensing his anger disappeared abruptly in a puff of smoke. To the newly promoted chunin's eternal relief no one seemed to notice the dog's latter statement. That was except for Ino, who was sniffing her hair and muttering something like she smells like a dog. He turned his attention to the developing discussion or argument depending on how you look at it.

"If there are only three of them up there, what are we waiting for? We should just go up and take them out," a young ANBU said.

"Don't be stupid. If we can only attack from one direction they probably intend to use a fire or water based Jutsu to take us out as we approach."

"Can't we use an earth technique to get around them," a youngish chunin asked.

"Only if you know one that can go through reinforced cement," a colleague mocked.

"What about a flash device or something you know to blind them and then attack," a different ANBU stated.

"Quiet," Shikamaru commanded and surprisingly they all fell silent. Sasuke had heard that the lazy chunin had a growing reputation when it came to coming up with plans but, he had never thought that he was starting to carry so much weight.

"Right now they have the advantage holding the higher ground and a choke point which is why they haven't tried to attack us down here. They're probably stationing their forces each man a little further back so, if we don't take them all out quickly we' re dead." Shikamaru unexpectedly turned towards him, "I have a plan but, I'm going to need your eyes."

Moments later Sasuke was creeping up the stairs crouched in an almost crab like position his eyes activated and a Windmill Shuriken unfolded in his hand. Placing his feet on the next step he saw it. At first it was just a distortion in the air but it was pronounced enough that he started to jump back as flames roar down the narrow passage.

The flames were so close that his eyes watered as he focused on them. Jutsu that used fire tended to die quickly unless they could catch onto something that could burn and there was a severe lack of anything combustible in the staircase. However, there were warning signs his eyes could spot because of years of experience with them and this particular fireball was about to reach its pinnacle. Landing he sprung foreword the flames disappearing in front of him like Ramen before Naruto.

Bounding up the steps Sasuke prepared to throw the Windmill Shuriken as he reached the top dozen stairs. It flew awkward with the added weight of the flash grenades on its blades. Hitting the wall it clattered to the ground and he was right behind it.

Landing on the flat ground he dispatched the nearest guard with a simple punch. The man's head rebounded off of the wall and he fell to the ground unconscious. Then the raven haired teen did something you're never supposed to do in a battle, he closed his precious eyes. A half of a second later the first grenade went off filling the dimly lit hallway with a blinding light.

Even through his eyelids shut he could see the flash as a bright white light. Opening his eyes he took in the situation the light still illuminating the hallway. A shadow shot past him splitting into two sections. The two guards were still stunned and he shouted directions down to Shikamaru helping him capture the first guard.

The teen had been counting the seconds in his head and closed his eyes once again as the next flash bomb went off renewing the light. He directed Shikamaru's shadow to the third and final guard. The Uchiha heard the others clambering up the stairs. Then the well laid plans hit the proverbial fan as a fourth guard stepped out around the corner.

Sasuke cursed mentally as his eyes read the end of a very familiar jutsu. He started his own series of hand signs but, the man was as fast as he was and had a head start. The young Uchiha was about to join his ancestors when he was saved by the sudden intervention of the number one knuckleheaded surprising ninja. Naruto caught the man in the throat slamming the enemies head against the wall.

The chunin ran to the end of the hall to interrogate his teammate, "Where the hell did you come from," he demanded.

The blonde looked up at him grinning, "Where all clones come from." Then he got a thoughtful look across his face, "Wherever that is."

He kicked himself mentally now that he looked for it he could see the difference. "Where is the original?"

The orange clad ninja pointed the way he came, "That way. There used to be more of me but we came across some other ninjas and a couple of traps which we deactivated aggressively." Sasuke interpreted that as they set them off by accident. "O crap I' m out," the clone disappeared in a puff of smoke.

"I thought I saw Naruto," Shikamaru said running up to him.

"It was just a clone. He said the original is that way."

The other chunin paused before sighing, "It's as good as any direction at this point."

Karin first warning that something was wrong was a single person on the very edge of her perception coming from the west. That person was quickly joined by several others and then a second group from the north. Briefly a cold fear washed over her as a childhood trauma came to the forefront of her mind. She quickly pushed that memory back into the dark hole where it belonged.

Quickly analyzing the situation she found little hope. A combined force of sixteen ninjas with fairly strong chakra signatures could easily beat herself and the six other guards at the prison. Even if she used her ability to strategically place her forces there was no way she could defeat the oncoming mass of enemies.

Several plans suggested themselves and she quickly examined each one. Releasing the experiments in the lower levels and trying to escape in the ensuing chaos was possible but risky. Most of those experiments knew who she was and those who didn't were so full of murderous rage that they wouldn't care who they killed, particularly that one. She dismissed that idea.

Trying to hide among the prisoners was impossible. They knew who she was and there was a possibility that the individuals coming were not here to liberate the prisoners but, intended to eliminate the entire base. That left her the third option sneaking out and escaping on her own. She grabbed onto this option since it gave her the highest probability of success and allowed her to carry out her orders.

Standing from behind her desk she moved to a tapestry that covered a panel. Flipping a switch she flooded the lower levels where the experiments were kept with a colorless and odorless gas. She felt a pain of guilt but at least Juugo would find some peace in death. From there she left her office for the final time not bothering to collect any supplies. Moving quickly as possible without looking like she was hurrying she headed for the only exit.

"Where are you going," The guard at the entrance demanded blocking her path.

"For a walk," she snapped.

"And since when do you crawl out of your den willingly. Besides nobody is supposed to leave the base," The guard said crossing his massive arms.

Ordinarily the guards did not challenge her, knowing both her temper and the fact that she was there superior but, this guy was new. If he had been here for more than two weeks he would have known better. "Yes I know. I gave the order. I am now rescinding it, get out of the way." That seemed to mollify the man and he stepped aside unknowingly prolonging his life for a little while longer.

Karin trotted up the dozen steps before casually turning to the east. Once out of sight of the guard she broke into a sprint. The enemy was less than a thousand yards away now. North and West were cut off to her making any direct line to Orochimaru's main hideout an impossibility. Instead she headed southeast in the exact opposite direction of where she wanted to go.

The trees almost blurred as she tried to put as much distance between her and the base as possible. She decided to travel southeast for several miles before turning west and then eventually north making sure to give the base a wide berth. Unfortunately, the enemies were going to make her abandon that idea.

The two groups had almost converged on the base but had halted. At first she thought they were just collecting intelligence on the target before moving in but then she noticed a group of four had broken off and they seem to be pursuing her.

She cursed quietly to herself and concentrated on that group. Two of them had fairly well-developed chakra signatures signifying that they were either jonin or high chunin. The third was most likely a low chunin while the fourth was odd. There was something weird about his chakra. Like all living organisms he had some but it was strange undeveloped, like a civilian.

Even as she estimated their strengths they broke into two groups. A potential jonin and the one with the weird chakra sped up. The other two followed but at a slower pace. Since she was already concealing her scent that ruled out she was being tracked by either an Inuzuka or an Aburame. That meant that she was most likely being tracked by a Hyuga. That was assuming these ninjas were from the Leaf and really who else could they be.

Deciding to test her theory she made an abrupt turn to the West. The furthest group corrected first followed by the faster group even before either came across the spot where she had changed direction at. That eliminated any hope that they were just tracking her through normal means. It also told her that the Hyuga was in the second group and they were in radio communication with each other.

This was bad. For a moment she tried to toy with the idea of using some land feature to circle around and take out the Byakugan user but, even forgetting she wasn't much of a fighter there really wasn't anything she could use to accomplish that.

Halfheartedly she changed direction several more times hoping to shake them but had no luck. In a few minutes she would be overtaken and there was nothing she could do about that. Even though she was loyal to Orochimaru she wasn't about to throw away her life in some meaningless act of devotion that he wouldn't even notice.

Coming to a stop she turned and raised her hands in the universal gesture of surrender. Konohagakure did not kill prisoners and ordinarily when they were taking they just ransomed them back to their home village or simply let them go. Otogakure being at war with them meant that was an impossibility but, she could find a way to escape later and until then she could feed them false information but, first she would have to gain their trust.

In less than two minutes the faster group caught up with her. Two green atrocities emerged from the trees. They were so close in appearance that she wondered if they were father and son which could be the only acceptable reason that could justify the twin green spandex uniforms. They circled her warily.

"I am surrendering see my hands are in the air," she wiggled them to emphasize her point.

"Why are you giving up so easily," The older of the two asked.

She shrugged which was odd with her hands still in the air. "I tried to run but, I couldn't get away. I'm not much of a fighter so I surrendered. It's really rather simple. I'm a survivor I will answer any questions you want honestly." The second group caught up to them and she noticed that the chakra equivalent to a jonin was actually the Hyuga which she hadn't been expecting.

"Tell us about the base?"

Karin closed her eyes. "They're unaware of your presence. There are four levels and six other guards each taking an eight hour shift. Two guards are on duty at all times. One is by the entrance and the other is on the second level by the cells. The other two guards are still in the recreation room on the top floor while the last two are next-door asleep. If you're careful you can take them out quietly and quickly. None of them are above chunin in strengths. Oh yeah the bottom two levels are full of poisonous gas"

Silence greeted her recitation until the younger of the two green spandex wearers spoke up. "Guy sensei I do not think anyone would so easily betray their comrades can be trusted."

She was about to snap a reply but the older man cover off. "That is true Lee. However, she may not view them that way. Tenten tie her up and if she's lying she will regret it."

Author's note: Bisuke is one of Kakashi's dogs most notable for his appearance in the Three-Tails Arrival filler arc and Juugo is not going to die that easily.