'Panic, a state of sudden fear that dominates or replaces rational thought,' a part of Sakura's mind recited. The part of her that she kept separate from the out side world, her Inner Sakura, told her to move, run, fight; anything really as long as it got her away from the shinobi stalking towards her and Sasuke. Unfortunately for Sakura, Inner Sakura's voice was drowned out by the visions of a kunai being rammed into her forehead over and over again.

Fortunately for Sakura however Sasuke was able to shake off the worse effects of the panic educing Genjutsu (Illusion). He accomplished this by activating his Sharingan just prior to the Genjutsu hitting. He knew the death scene was just a chakra induced hallucination, but that did not stop the more primitive part of his mind from reacting. Unlike Sakura he did not freeze, Sasuke let his fight or flight instinct take over and grabbed Sakura and made a run for it. 'A shinobi's greatest ally is their instincts,' Sasuke's mind quoted Kakashi. 'If your instincts tell you to run and you can do so without risking a teammates life, do so!' Thus Sasuke ran.

After a grueling sprint across the tree tops of the Forest of Death, Sasuke found an alcove that provided a temporary defensible position. Landing in the alcove and depositing Sakura against the tree Sasuke began a calming exercise he learned from Team 7's unofficial assistant instructor, Hana. 'Start with the breathing,' Sasuke thought taking a deep breath, 'Control your breath and pulse, then relax your muscles,' the tension in his shoulders eased ever so slightly, 'And finally slow your charka flow.' In less than a second Sasuke's panic receded, his mind cleared and alertness returned to a trained soldier instead of a frightened animal. "Now for Sakura," Sasuke whispered. Remembering the second lesson to dealing with panic, this one taught by Kakashi. Sasuke had to choose from two methods; talk the other person down or slap them. Sasuke decided on the quicker of the two.

"Sa...Sasuke!?" Sakura half asked half demanded. "What..?"

Her question was cut off by Sasuke placing his hand over her mouth. "Quiet!" Sasuke demanded. "We can't stay. We've have not gone far from that...that, Jounin I guess, as we can. We need to get moving!"

Sakura nodded understanding the reason. This shinobi was at least a Jounin and targeted them specifically, that meant the Chunnin Exam was put on hold for the moment. Still that left one question, "What about Naruto?"

"Oh you shouldn't worry about him," the deep, twisted sounding voice of their attacker said from above them. Sakura and Sasuke's heads jerked up seeing the Shinobi's torso hanging out of the tree. "He's already become food for my pets!"

About a mile away Naruto was having his own moment of panic. Unlike his teammates this was not caused by a ninja of overwhelming ability. It was caused by the fact that he was being eaten alive by largest snake he had ever seen. 'Ok! Ok! Remember what Iruka-sensei said about stuff like this. 'A ninja is never trapped. So never think of yourself in a hopeless situation.' Ok, so I'm in a snake, its alive it has two exits. Don't want to go backwards so I have to go out the mouth. That means I have to make this thing puke.'

Struggling to bring his hands above his head to make the Ryu (dragon) seal Naruto started to channel chakra for one of the most basic medical justu (technique) taught, the Shimukeru Hedo (Vomit Inducing) no Jutsu. All it did was upset a person's stomach but it was standard practice for ingested poison. As Naruto's chakra spread through the snakes body the muscles started to spasm, then the muscles behind Naruto contracted and the ones in front of him relaxed. The next thing Naruto knew he was sailing through the air and crashing into some underbrush.

Standing quickly Naruto jumped up to a near by branch to find out where the snake had gone. If he acted just a second later he probably would have been caught in the snakes coils. "So not giving up huh!?" Naruto called. "Well lets see how you like this!" Naruto reached into his back pouch and pulled out a special kunai. What was special about it was it had three explosive notes attacked to it: one around the handle, and two tied to the ring. With his strongest possible heave Naruto threw the kunai at the snake piercing it right in it's eye. Naruto quickly ducked behind the tree he was standing one and covered his ears. With the strength of the explosion and his proximity to the source covering his ears hardly did anything for the Gennin. The explosion was so loud in fact that Naruto blacked out for a moment and nearly fell out of the tree.

Coming to and shaking his head Naruto surveyed the damage done by his kunai bomb. Several branches were blow apart, there were scorch marks on the tree trunks and the only thing left of the snake was a small bits of the body scatted in every direction. "That was cool!" Naruto said in awe. "Still got to find the others." He was about to head off but a wave of dizziness caused him to pause, "As soon as my ears stop ringing."

Currently Sasuke and Sakura were struggling just to stay alive. They were correct that the ninja they were facing was at least a Jounin and with each passing second it became obvious that he was above even that. For no matter what they threw at him, what jutsu they used, or how well they worked together this ninja kept up with them with little effort. "Kukukuk, you are a special one aren't you Sasuke. Your eyes allow you to see how I'm going to move and you react accordingly. While all users of the Sharingan can do this very few were actually able to do so under such stressful conditions." The shinobi paused to look Sasuke in the eye for just a brief moment, too quickly for Sasuke to use any optical Genjutsu he was just starting to learn. "The fact that you only progressed to the second stage in each eye shows your talent."

With the shinobi's back turned Sakura tried to get the drop on him. She tarted the back the shinobi's legs, one of the more vulnerable parts on the human body. Before Sakura could come within a meter of the shinobi however he twisted his body that was entirely inhumane and sent a palm strike to the girls chest stopping her momentum cold and knocking the air from her lungs. "And you should stay out of matters that don't concern you," he scolded with distance.

Without even looking away from Sakura, his right arm shot out with a pear hand strike to Sasuke's throat stopping the point blank range fire technique he was about to use. "Using your teammate's attack to get in a killing blow," his face twisted into a grotesque smile. "With that mentality you will make an excellent assassin. Maybe enough to kill Itachi."

Sasuke still gasping for breath wheezed out, "Wha...you...abou...Itachi?"

"All in good time," the Shinobi smirked, "But I think I've learned enough about you. Yes, you did very well indeed. Better than I thought, I think you will do well with my gift." The attacker made a ohitsuji (ram) seal and his arm shout out to the Sasuke grabbing his neck. He was about to pull the boy to him when a shout interrupted.

"And I think you talk to much!" Naruto called heaving a windmill shuriken at the shinobi. The shinobi actually looked surprised to see Naruto and for a split second just stood there. That split second allowed Sasuke to grab thumb on the hand holding him and twisting. This cause the shinobi to release Sasuke as he dodged the large throwing weapon and the one that was right behind the first. Having to dodge two unexpected attacked made the shinobi retreat just a little bit. Allowing Naruto and the just recovered Sakura to join Sasuke.

"So the three of you together, hmm," the Shinobi mocked. "Two of you almost made me sweat and if the third one is here that means he beat my pet. I guess I'm going to have to take you more seriously now." The shinobi flashed through four hand seals before saying, "Kuchiyose (Summoning) no jutsu." A large snake, about two and a half time bigger than the one Naruto killed, appeared out of the smoke.

Sakura had devoted nearly all of her efforts to bookwork back at the Academy. She came to regret this decision now that she spent time in the field were that knowledge was practically useless. In this case it sent a spike of fear up her spine as she recognized the summon animal from her history lessons. "Orochimaru," her voice trembled. "You're Orochimaru!"

"Oh you are a clever one," Orochimaru mocked as he pealed the skin off of his face to reveal his true white skin tone underneath. With a stamp of his foot the snake under him lunged forward, mouth open ready to eat the Gennin whole.

"Oh hell no!" Naruto yelled. If there was one thing he never wanted to do again, it was to get eaten a snake. "Kage Bushin (Shadow Clone) no Jutsu!" Ten Kage Bushin appeared and their puffs of smoke distracted the snake just enough for Team 7 to dodge the attack. The clones did not last more than a second however as the snakes mass simply crushed them, ending their existence.

Orochimaru being above the snake was able to see which way the Gennin dodged. The two boys launched to the sides, each in a good flanking position to pelt him with either long range jutsu or weapons. The girl however jumped back and up landing on the same branch but at a higher altitude. This position would have given her a place to counter attack the snake, had he not been on top of it. "You're clearly the weakest link little girl," Orochimaru taunted as he zipped up to the girl. Sakura tried to move but Orochimaru struck with the speed of a pit viper. One blow to the face and she was out of the fight.

"Sakura-chan!" Naruto yelled. With the rage at seeing one of his few friends injured Naruto charged. His charge were more motivated by habit than stupidity. After all it is human nature to fall back on ingrained habits and Naruto had a habit of rushing into any situation, despite over two months of Kakashi trying to get him to think before he acts.

Naruto's charge did have one advantage. It shifted Orochimaru's attention to him for a moment. In that moment Sasuke flashed through a set of handseals he since he was six years old. "Katon: Goukakyuu (Fire Element: Grand Fireball) no Jutsu!" A fireball three meters across sped towards Orochimaru, forcing him to dodge once again. "Naruto! Grab Sakura!" Naruto changed his trajectory just slightly in order to miss the fireball and grab the downed teammate.

In Sasuke's haste and Naruto's blind charge both forgot about the snake summon. When the fires started to dissipate from lack of fuel the snake lunged up at Naruto and Sakura. They were lucky that the snake kept its mouth close did not want to risk getting its mouth burnt. Naruto only had a heart beat to put his body between Sakura and the snakes taking the entirety of the hit and into unconsciousness. This sent Naruto and Sakura high into the air and then plummeting back downward right into the snakes waiting mouth.

Just as the snake was about swallow both Sakura and Naruto whole. It would have too, if not for a windmill shuriken piercing the snakes eye causing it to hiss in pain and veer off to the side. The windmill shuriken was quickly followed by two kunai that caught Sakura and Naruto and pinned them to the trees. "I'm always having to save them," Sasuke muttered his Sharingan active once more so he could get the trajectory of his throws right.

"You shouldn't be so easily distracted Sasuke-kun," Orochimaru taunted from just behind Sasuke. The Gennin was only able to avoid the blow to the back of his head because of the his recent speed training. But even then neither his eyes nor his body could react fast enough to the follow up knee to his chin. All Sasuke could do was mitigate the blow by allowing himself to relax and let the momentum of the strike send him flying away.

Sasuke could see the ground was approaching and angled himself so he would land with minimal injury. As soon as he stopped Orochimaru was in his personal space again, "When I saw you use the girl's attack as an opening earlier I thought you had the potential to beat your brother. But seeing you get so easily distracted just a moment ago I may have to reconsider my assessment."

"What the hell would you know!?" Yelled taking a blind swing at the Snake Summoner.

"I know it will take more than talent and the easy lifestyle living in Konoha to defeat a man like him," Orochimaru answered as he neglectfully blocked the punch. "It will take a lot more than anything here to bring out your true strength." Orochimaru grinned again as he leaned forward invading Sasuke's personal space even more. "But I can give you training that will allow you to surpass not only your own limitations but those of your brother as well." Orochimaru could see the anticipation in Sasuke's eyes. He has read Sasuke's psychological profile before coming here, he knew the boy's lust for revenge and power. To prove he had what it take to surpass the man to destroyed his world. And like all master manipulators, Orochimaru knew the best way to recruit someone was to tell them exactly what they want to hear, but with a twist. "As I said before, you are special but men like myself and Itachi are in leagues of our own. I'll give you a gift..."

Orochimaru's proposal was cut off as he jerked his head to a charging Naruto. Around the boy was a red aura and presence that radiated an animal fury. With a quick Kawarimi (replacement) Orochimaru dodged away from the body tackle and gave himself a safe distance to observe the new factor. While the boy's speed and agility showed a dramatic increase they were still no match for his own making a minimal threat. Still it was an unknown ability and unknown abilities were what got shinobi killed.

"Naruto!?" Sasuke flinched He had never seen Naruto move that fast before. Naruto rounded on Sasuke displaying his changed facial features: his red animal like eyes, deeper birth marks, fangs and clawed fingers. The aura and the changed features in all honestly frightened Sasuke more than Orochimaru's genjutsu because there was no genjutsu. The effect made looking at Naruto feel like he was staring into the eyes of an apex predator looking for its next meal.

Sasuke's flinch calmed Naruto down just enough to loose the aura but still keep the animal features. Naruto turned back to Orochimaru who was looking on with a closed off face, not letting anyone know what he was thinking. "Watch for an opening," Naruto said before charging Orochimaru.

Sasuke tried to call Naruto back but he was already three quarters of the distance there and called forth twenty Kage Bushins. If Orochimaru was surprised by the number of Kage Bushins he gave no indications. What he did do was take the Gennin more seriously. Quickly flashing through handseals that Sasuke only vaguely knew Orochimaru said, "Katon: Karyuu Endan (Fire Element Dragon Projectile)!" A focused stream of fire roared out of Orochimaru's mouth and engulfed all the clones in a blaze of death. When the smoke cleared there were no signs of a body causing Orochimaru to narrow his eyes. Taking a quick glance around the area he saw a broken sampling near a scorched tree. This allowed him to know which direction Naruto would come from and thus dodge out of the way of another three Kage Bushin. With a quick flick of his wrist Orochimaru destroyed the Kage Bushins. What he did not expect was to land right next to another three Kage Bushins whom all had a burning explosive note in hand. The explosion blasted the Snake Summoner across the clearing and right into a crude network of ninja wire.

"Got you," Sasuke smirked. He had followed the entire exchange his Sharingan. He saw Naruto veer off to the side and create another set of Kage Bushin just before the fire killed his others and knew Naruto was trying to create an opening. He quickly came up with a plan to trap the traitor and end this in one blow. A part of him was tempted by the offer, but it was only a small part at the moment. "Katon: Ryuuka (Fire Element: Dragon Fire) no Jutsu!"

"Ha! Take that you pale faced freak!" Naruto yelled with a small bunch of Kage Bushin coming out from the tree line. He had created several to serve as cannon fodder to give Sasuke enough time to set up a killing blow. 'I need to ask Kakashi-sensei to teach me some cool jutsu attack jutsu,' Naruto thought. When the smoke cleared instead of seeing a badly burned corpse Sasuke and Naruto saw a large pile of burnt mud in the rough shape of a human.

"My, my you two certainly work well together," Orochimaru's voice called out from all around them. "But that doesn't make you strong, it makes you weak!" Orochimaru burst out of the ground between the two Gennin grabbing Sasuke with one of his hands and Naruto by his tongue. When he yanked Naruto off the ground he saw a brief glimpse of the seal. "So that's what you are. Well this will take care of that!" Using his free hand Orochimaru produced five small purple flames at the end of his figures, "Gogyou Fuuin (Five Element Seal)." He thrust the purple flames into Naruto's abdomen making him yell in pain. "And now for your gift." After dropping Naruto, Orochimaru turned his attention to Sasuke before extending a set of fangs and biting into Sasuke's upper shoulder. When he was finished an ugly black bruise started to take a strange shape. With a negligent toss toward the slowly rising Sakura, Orochimaru stated, "I hope you survive the next twenty four hours. I'd hate to see all this effort go to waste."

'What now?' Sakura wondered as she saw Orochimaru sink into the earth.