"... This whole place just creeps me out.."

Naruto heard Sakura behind him but he didn't pay her to much attention. Just about everyone around him was nervous about the next stage of the exam. Naruto on the other hand was more excited than anything. They only thing that bothered him was the next proctor. She was very odd. She was a lot like Sakura in some ways but Anko was actually scary in a way, psychotic almost.

"It should. They call it the forest of death, and soon enough you're going to find out why."

Anko couldn't help but laugh at the way the candidates reacted when they learned the name of training ground forty-four. Naruto was annoyed by her seemingly sadistic sense of humor.

Naruto looked at Anko and mocked her and her disturbing demeanor.

"They call it the forest of death, and soon enough you're going to find out why."

"Call it whatever you want I can handle anything!"

All around him people were beginning to get annoyed of Naruto's antics. The only one not looking at him negatively was Hinata. Naruto could tell because he didn't feel any negative emotion from her unlike everyone else. As he was contemplating why this was he felt a sharp spike of malicious intent from Anko. He knew what she wanted to do, but he wasn't sure if he had enough time to react. In seconds Anko threw a kunai at Naruto and jumped behind it before it could land. The kunai was only intended to graze Naruto's cheek, and that it did. As Anko appeared behind Naruto blood began to seep from the thin cut now on his cheek.

"Looks like we got ourselves a tough guy. Tough guys like talk real big but usually leave there blood all over this forest."

Anko would have been in high spirits if it hadn't been for the fact that she noticed Naruto wasn't scared of her. Then she felt some cold steel on her neck. She was surprised at who was holding the kunai to her neck.

"If you're gonna threaten someone, at least make sure you know who it is you're trying to scare. Didn't you think it was odd that your kunai never hit the ground?"

Naruto stepped back and dispelled the shadow clone that was grazed by the kunai. He gave Anko her kunai back and analyzed her closer. She was surprised, but not in the way Naruto hoped. She seemed almost excited as if she was ready to fight Naruto to death right there on the spot.

"Well, well I must say, every year we get that one loud mouth kid who thinks he can take on the world, and every year I put him in his place. Today, it was a little different. That one loud mouth kid actually had some bite behind his bark. This year is gonna be fun for sure. Hey, wait you're the Uzumaki kid aren't you. Haha, try not to leave too big of a mess in there if you know what I mean."

As Anko walked away and began to explain the details of the exam a lot of attention wasn't on her, it was on Naruto. Naruto's team knew what he was capable of now but a lot of their former classmates and the outside shinobi did not. Naruto had just stood his ground against an accomplished jonin without batting an eye. How a full fledged fight would have played out was inconsequential. No one was more surprised than his former classmates. Naruto could sense their disbelief and simply shrugged it off. He didn't have anything to prove to them. What he wanted to prove, he had to prove to the whole village.

The second exam consisted of several objectives. The most important was retrieving a scroll from another team. Each was given a heaven or an earth scroll. Each would have to survive, retrieve the opposite scroll to theirs, and reach the middle of the forest in five days or less or fail the exam. Once all the teams signed a release form they were all given their respective scrolls and lined up at different entrances to training ground forty-four. Once everyone was set they were all released into the forest at once to begin the second exam.


Naruto and Sasuke looked around the forest. The plant life was so thick that they couldn't see very far. Luckily Hinata was already using her Byakugan to scout around them. They seemed to be alone for the time being so Hinata deactivated her kekkei genkai and joined the group. Sasuke was busy trying to figure out a way to differentiate between their team and anyone using the transformation jutsu to appear like one of their own.

"I've got it. Listen I think we need a password or code. That way if anyone who is not us tried to transform into us we'll know. I think i know what we should do. If we're not sure about another person ask we ask them to make a combination of hand signs."

"Sounds good to me Sasuke, what do have in mind, what should the signs be."

"Actually I think it would be better if we all input a different sign that way we're all a part of the plan. Let's not say them out loud though just in case someone is listening. I'll start then Hinata then you Naruto."

They each took their turn and add two hand signs each to the combination. They silently agreed that the the signs would be tiger, ox, monkey, snake, rat. and then dragon. As they were about ready to set out a powerful gust of wind erupted from beyond the foliage in their direction. Hinata and Sasuke both had time to jump out of its way, but it wasn't intended for them. The blast of wind hit Naruto directly and threw him far away from his team. Once the wind subsided Naruto got up from where he had been thrown. He had his Sharingan ready and was looking around trying to find his friends. Just as he sensed them a giant snake slithered towards him. Naruto jumped out of its way when it lunged at him, but the snake was incredibly fast for its size and it quickly caught Naruto with its tail and began to wrap and constrict around him. Naruto had to think fast or else he end up snake food. Naruto's hand were too far from each other so he couldn't make any hand signs, or rather, any regular hand signs.

'Man I didn't want to have to use this jutsu so early but there isn't really anyone around so I guess I can still keep it secret.'

With his right hand Naruto performed his own special hand signs he and Kakashi developed for his ice style kekkei genkai.

"Ice Style, Frozen Claws Jutsu."

The air around Naruto began to drop in temperature rapidly, so much so that even the snake felt it. Naruto formed his hands into fists and around them layers of ice began to form. They formed what looked like a gauntlet made out of nothing but ice except sharp blades protruded from the knuckles. It only took about a second for the jutsu to finish forming, and as soon as it did Naruto forced his chakra to his arms and began to tear his way out of the snakes hold. Once free he turned back to the snake who was not at all pleased with what Naruto had just done to it.

"You may not be able to understand me, but I still gotta say how cool this new jutsu is. Kakashi made me swear not to use it fatally unless I had no other choice but since you're not really a human I don't think he'll mind."

Naruto forced chakra to his feet and charged at the snake. He quickly ran up the snake to the head and delivered a powerful blow to its head with the spiked gauntlet. The snake dropped hard and Naruto simply took a step back and basked in his small victory. His moment of accomplishment only lasted a few seconds before he felt something wrong. Hinata and Sasuke were in trouble. They weren't just in trouble, they were scared. They were genuinely and completely scared.
'What in the world could possibly scare Sasuke this much. I gotta hurry and get back to them before they get hurt."


"I can sense the fear in the both if you. It's only natural. The prey must never let down its guard when it s in the presence of its predator."
The malice in the grass village shinobi's voice had Sasuke and Hinata terrified. The shinobi lunged at Sasuke, but instead of jumping her body extended in a serpentine motion across the tree branches. Sasuke wasn't sure what to do. He was too scared to think rationally. Just before the grass shinobi reached Sasuke she stopped before two kunai and shuriken hit her.

"Looks like I made it in time. What happened to you guys?"

Naruto looked at the sight before him. The grass shinobi was wrapped around a tree branch as if she was a snake herself. Sasuke and Hinata looked up surprised to see Naruto.

"Naruto-kun."

"Naruto get out of here! You don't know what you're dealing with."

The grass shinobi looked up at him surprised.

"So it seems you got away from from my friend Naruto. Good job."

"So you sent that giant snake. It wasn't all that tough. If you thought that would be enough to take me out then you must me as stupid as you look."

"Shut up Naruto! You're going to get us all killed!"

Sasuke was still wrapped in fear. He was trying to figure out how to get out of the situation they were in. He could only come up with one course of action. He took the scroll out of his shuriken holster.

"Here! The is is what you want so take it and leave us alone."

Everyone looked at Sasuke surprised. He was giving up, at least that's what it seemed like. Naruto could sense how scared he and Hinata were but there was one thing Naruto never did and that was give up. As soon as Sasuke threw the scroll to the grass shinobi Naruto intercepted it.

"Sasuke what the hell is your problem. You're giving up?

"Just shut up you dobe. You don't understand what you're up against."

Naruto looked at Sasuke in disgust. He jumped to him and sucker punched him in the cheek.

"WHAT'S YOU'RE PROBLEM!"

"I may not know what we're up against right now but what I do know is that you're not the real Sasuke. I'd ask you for the passcode right now if I had the chance."

"What… What do you mean?"

"The Sasuke I know doesn't give up. The Sasuke I know wouldn't be scared of one shinobi, or of anything for that matter. You're just a fake. So if you want to be scared then just stay there and don't get in my way, but I'm not giving up and neither is Hinata, ya know."

Naruto turned to Hinata and gave her a smile. The smile helped her get to her senses but she wasn't ready to fight a foe as strong as the one on front of them. The grass shinobi stood and looked at Sasuke with pity.

"You know it sad but true, although to me it really doesn't matter. As for the scroll I could just kill you and take it."

She rolled up one for her sleeves to reveal a tattoo. She bit her thumb to draw some blood for the summoning contract she was about to use. Naruto pulled a kunai and charged.

"Let's see you try it!"

The grass shinobi completed her summon before Naruto could strike. Another giant serpent appeared below her and swatted Naruto away like an insect. Naruto was already incredibly angry at Sasuke and now he was only getting more infuriated by the grass shinobi. Naruto slammed into a tree branch with loud thud. He wasn't just frustrated anymore he was enraged. His eyes changed but not to the Sharingan but to the ones of the nine-tails. He quickly recovered and lunged at the serpent again. He kicked the serpent with enough force that even Hinata, who was the farthest away from the fight, felt it.

'Naruto-kun, when did you get that kind of power.'

Naruto's barrage was relentless. The serpent swatted him away once again before it got overwhelmed. The grass shinobi looked on in awe. She was impressed.

"Very impressive, let's see what you can do Sasuke."

As the snake lunged Sasuke just stood motionless, still unable to will himself to move. Before the snake could strike Sasuke Naruto brute forced stopped it with two kunai. He jumped in its way and dug his feet into a tree branch and walled it from advancing. He looked at Sasuke and now saw the fear in his eyes. He was shaking like a scared child.

"HEY! You're not hurt are you? Scaredy cat."

Those words hit Sasuke hard. He once said those exact words to Naruto in the same demeaning way. As Naruto felt embarrassment grow in Sasuke the grass shinobi apprehended him with her elongated tongue and lifted him before herself.

'The nine-tailed brat is still alive. What a terrible existence he must have had. He will be a threat one day but for now he is just in the way.'

She made hand signs none of them recognized. When she lifted up Naruto's shirt he knew what she wanted. She was going to mess with his seal.

'No. That's the only thing I have from them. That and the stupid fox. I'm not letting you take it away from me.'

Naruto made his right-handed seals one more time.

"Ice Style, Frozen Claws Jutsu."

He had just enough time to strike the tongue that was restraining him before he was struck with the grass shinobi's sealing jutsu. She looked at him in rage. He had just injured her. She had not even considered that a possibility. Now she was interested. She was only going to disrupt his sealing formula,but what caught her attention was the jutsu he used. It was a kekkei genkai, and not just that, a kekkei genkai she thought was extinct.

"I had planned to give this little present to the Hyuga girl, but your neat little abilities have peaked my interest."

Naruto was only just getting to his feet when he fell a sharp pain in his neck. She had extended her neck like she had done with her body earlier and had bitten Naruto before he could even react. Naruto knew he was being poisoned, but it didn't feel like she wanted to kill him. He felt his mind go blank and he lost consciousness in seconds.

'The Earth Curse Mark, the same mark I gave Kimimaro. I wonder if the girl would even have been able to survive its power. But this child is unlike any other. He has peaked my interest. Now onto my real target.'

She took the scroll from Naruto's pouch and tossed him aside. Hinata looked on in horror as Naruto began to plummet into the foliage. She quickly sprang into action and caught Naruto before he could be fatally hurt. Hinata turned to look at Sasuke. She couldn't believe he was still in the same spot. He hadn't done anything while Naruto was getting beaten up by the enemy.

"Sasuke-kun. I thought you were supposed to be strong. The last Uchiha, the avenger of a strong warrior clan. Look at yourself. How can you call yourself that. Say what you want about Naruto but at least he's doing something, at least he's not a coward."

Sasuke turned to Hinata. She had tears in her eyes. He knew why those tears were there, but it didn't change the message she was trying to convey. What Sasuke didn't know is that some of the words were directed at herself as well. Sasuke thought about her words and what they meant. He was the last one left, the only one that could avenge his clan. His brother had taken them all away from him, and now this random grass shinobi was threatening to do the same to his team. He couldn't sit by and let that happen not again.

'No. I understand. My dream isn't just about surviving so I have the opportunity to kill Itachi. If I can't face every enemy on my way before him, there is no way I'll be able to face him when the time comes.'

Hinata saw the new found resolve in Sasuke's eyes. He was ready to take on the enemy before him. As soon as he activated his Sharingan the grass shinobi undid her summoning jutsu. It seemed she wanted to fight him on equal terms. Hinata then turned to look at Naruto. As she held him in her arms she noticed a mark had appeared on his neck.

'Did she leave this mark when she bit him?'

She snapped out of her thoughts when she heard that the fight had started. The grass shinobi was moving much faster than before. Sasuke had learned from his mistakes when fighting Lee and was paying careful attention so he could react to anything she could throw at him. Hinata could see just how skilled Sasuke was. His form and battle instinct were much more clean than Naruto's. After a quick exchange Sasuke got an advantage and grappled the shinobi. He performed a devastating piledriver onto a branch. On a normal adversary that would have been the end of it, but Sasuke had attacked a substitution. He was was attacked from behind and knocked down.

"My, my what a disappointment you turned out to be. I would be doing your ancestors a favor by killing you now."

Sasuke snapped up and caught her by surprise. He kicked her off to another nearby tree, and began throwing a barrage of shuriken attached to ninja wire. In one motion he changed the direction of the shuriken, and quickly wrapped them around the grass shinobi and the tree she was standing on. Once she was retrained Sasuke began to perform one of his strongest jutsus.

"Fire Style, Dragon Flame Jutsu."

Sasuke let loose an explosion of flames along the his wires to the apprehended shinobi. The heat was so intense Hinata could feel it. The flames burned bright but quick and in seconds all that remained was the grass shinobi and very little of the tree, but something was wrong. The face of the shinobi seemed to be melting off. The sight greatly disturbed Sasuke.

"WHAT ARE YOU!?"

"I'm impressed. The Uchiha blood flows as strongly in you as your brother. Your eyes might even be keener than his. Like your little blonde friend, you have peeked my interest as well. I'll leave you with a present just as good as I left him."

As she spoke her voice changed. It started to resemble that of a man more and more. Even though they had seen it happen in almost the same way Sasuke and Hinata were caught off guard when he extended at Sasuke and bit him in the same spot he had bitten Naruto. Like Naruto the poison acted quickly and incapacitated Sasuke in seconds. The grass shinobi looked over to Hinata with a look of regret.

"I'm sorry my dear, even with the prospect of the Byakugan at my reach, I don't have enough chakra to give you a gift as well. Soon they will come to me looking for the power I can give, but for now I'll take my leave."

The mysterious man disappeared into a tree trunk and left Hinata alone with her two unconscious teammates.


Dosu. Kin, and Zaku looked at the three leaf shinobi camped out in a hollowed out tree trunk. Two of the shinobi were unconscious and barely looked to be living and the third was trying to tend to them.

"As Orochimaru ordered we attack at dawn. Remember our focus is the Uchiha kid."

As the sun began to come up Hinata felt like she was being watched. She had had the feeling the whole night but was sure it had just gotten worse. Someone was near and getting closer.

"Alright little girl come out. If you leave now will let you go free. we just want the Uchiha kid."

Hinata looked out and saw three young sound shinobi approaching their camp. Two of them looked as normal as any other shinobi in the exams, but the one that spoke looked almost as if he had been mummified.

"We… We don't have any scrolls, just leave us alone."

"We're not here for a scroll, we want the Uchiha."

Hinata knew she was outnumbered, and she didn't have a clue as to what kind of abilities these new foes might have. She didn't have very many choices.

"If you want him you're… going have to go through me!"

Hinata knew there wasn't much backing her own words, but what choice did she have.

Zaku looked at her incredulously.

"You're a lot more stupid than you look, and your eyes are creepy as hell too. Dosu let me take her out."

"Go ahead, just don't get too carried away."

Hinata walked forward and stepped into her gentle fist stance. It did not seem that sound shinobi knew anything about the Byakugan or the Hyuga so Hinata had a small advantage, but she didn't know anything about her opponents either. Neither wanted to make the first move. Hinata knew she was only powerful at a short range so she had to be careful. Zaku hated having to wait, and his impatience overcame him. He pointed his palms at Hinata and shot powerful blast of air. at her. Hinata knew she was in trouble. As she slammed into the tree behind her she felt the world begin to fade away. She was up against a long range opponent. She really had no way of fighting him. She looked up at her opponents in dismay. She was about to let everyone down again. Tears began to flow from her eyes. She looked down with a sense of defeat finally taking over her. With her head down she didn't notice what the sound shinobi had just seen.

"Hinata. Which one of them hurt you?"

Hinata jolted when she heard Sasuke's voice. She looked up to him and was horrified by what she saw. Sasuke had changed. The mark Orochimaru placed on him had spread all across his body. He emitted an ominous aura and Hinata could see the anger and bloodlust in his eyes. He wanted to destroy something, and the person who hurt his teammate was going to be the first to go. Zaku looked at him with disgust.

"I did. What are you gonna do about it?"

Before Zaku had time to blink Sasuke was already on the move. In a flash Sasuke kicked Zaku away, and moved to position to where he could continue his assault. He knew he was outnumbered, but he didn't care. All he could feel was anger. Anger at himself, his brother and the lunatics who were attacking his team inside this god forsaken forest. Zaku's teammates quickly moved to aid him. Sasuke was moving at speeds he had never even dreamed of before, but even so he was pit against three opponents so his chances were still slim.

Hinata looked at Sasuke in awe and fear. While he wasn't winning the fight he wasn't being beaten either. He seemed to be possessed by some unearthly monstrous strength.

'How worthless am I. When Naruto was fighting the grass shinobi all I could do was watch. Now Sasuke is the one fighting for our team and I'm still just sitting by and watching. I can't let this team fail because of me. If we fail, Naruto may not get to be Hokage or worse. I can't just sit by and let that happen.'

Hinata stood up and took stock of the battle. She activated her Byakugan and began to formulate her plan. The mummy seemed to be the close range fighter of their team. She could see that the special gauntlet he wore was letting out bursts of chakra whenever he delivered a strike. Sasuke with his Sharingan could see the chakra as well and was avoiding them. Zaku was delivering air blasts to try and knock Sasuke off balance. Kin was a long rang style fighter as well. She was simply thrown senbon from a distance. She didn't seem to interested because of the seemingly obvious advantage she thought they had. That is when Hinata saw her opening. She quietly moved across the battlefield and struck Kin in the back with a gentle fist strike. Hinata was not trying to kill her so she merely knocked her out. It was amazing that Sasuke was able to dodge so many attacks and still deliver offensive blows when he got the chance, and now with one less adversary to worry about he focused his attention on Zaku and Hinata lunged at Dosu. She knew Dosu was very skilled so her only focus was to distract him long enough for Sasuke to beat Zaku. Since the Byakugan allowed Hinata to see the chakra in the sound waves Dosu was manipulating she was able to evade them. She wasn't sure what kind of damage they could so she just played it safe mostly evaded.

Sasuke on the other hand was playing offense. All he had to do was close the range between him and Zaku and he would win the fight. The curse mark on his neck was giving him so much power that it didn't take long for Sasuke to get behind Zaku, and apprehend his arms.

"You seem really proud of these arms of yours. It would be a shame if something happened to them."

"No! Please Don't!"

Hinata and Dosu turned in horror when the heard the snapping sound coming from Zaku. Sasuke had broken one of his arms and was about to break the other of Dosu hadn't knocked him away. Sasuke turned to look at him with a sadistic grin.

"Why you! The games not so fun when you're not the ones winning is it? What's the matter are you-"

"SASUKE!"

Dosu eyes widened when he saw Hinata slap Sasuke. The look of bloodlust left his eyes and the curse mark began to recede. Sasuke began to come back to his senses. Dosu knew of the curse mark and its powers. He would have never guessed that Sasuke would survive its power. He knew he was outclassed. He took out his team's earth scroll

"Here take it. Just let me and my teammates go and you can have it."

Hinata accepted the scroll. Dosu retrieved his comrades and retreated. Sasuke looked back at Hinata. Although he would never say it he was grateful she snapped him back to the real world. They both began to walk back to Naruto. Hinata had hoped that since Sasuke had woken up so to would have Naruto. Her hopes were crushed when she saw Naruto unconscious and with an even worse fever than before.