Team 7 entered the exam building at a relaxed pace. Slipping past participants nearly unnoticed. The three agreed to be as invisible as possible due to the undeniable target of rookie status among the genin, though it took a lot of persuading and lectures toward Naruto to get him on board. The three of them also agreed on wearing more inconspicuous clothing, to draw less attention to themselves. That took even longer to convince Naruto. Sakura decided to switch out her sleeveless red vest to a black one over top her quarter sleeve mesh shirt. She kept her dark grey shorts on but decided to switch to knee length black boots instead of her ninja sandals. There was nothing she could really do about her hair except keep it back in her normal two French braids. After two long hours of persuading, Naruto eventually bought the black zip up hoodie he now adorned and the matching shorts. The orange stripes along the seams was it's only 'cool quality' according to the blonde. And Sasuke switched his blue shirt and white shorts to a black and dark green pair.

Sakura casually dispelled the genjutsu as they made their way up the staircase and the boys followed her lead and moved to the next floor. Once making it inside all eyes were on them. Sasuke glared back but moved toward a more secluded area. Sakura could feel Naruto's annoyance and firmly pulled him along, Keeping to themselves turned out to be near impossible the moment Kiba spotted them.

"Well if it isn't Team 7! There seriously letting you losers take the exam?"

"Shut it dog breath!"

"Keep it down dobe."

Naruto tried to tone his voice down at Sasuke's warning, but Kiba easily got under his skin. Sakura sighed. At least they tried to blend in. Sakura turned a smile toward the quieter members of team 8.

"Hey Hinata-chan, Shino. How are you two?"

Shino nodded and murmured a quiet, "We are well. Sorry for the trouble that Kiba has caused."

Hinata gave an unsure smile while glancing worriedly in Naruto's direction, "I-I am h-happy to see your t-team is taking t-the exams Sakura-chan."

"Sasuke-kun! Oh Sasuke-kun you're here too!"

Sakura sighed again at the shrieking but held a hand in front of her mouth to cover the grin at the look on her dark haired teammates face. Ino was draped upon his back screaming praises and giggling. He glared at his female teammates amused expression. Taking pity on her teammate she spoke, "Ino-pig that's not very lady like."

Now scowling the blonde slid off her teammates back to put a hand on her hip, "I am the most lady like girl in this room forehead. And the most beautiful!"

"I can't believe everyone is here. What a drag."

Sakura smiled at the two boys who sauntered their way into the group. Naruto groaned at the sight, "Ugh why are you guys here?!"

Feeling an unknown presence walk toward the group Sakura stopped the reprimand about to leave her mouth toward the blonde to glance in the corner of her eye as they approached.

"Well isn't this quite the group." He was a tall boy maybe around his late teens into early 20s. He had very light silver hair tied back into a low ponytail and round glasses perched upon his slightly pointed nose. Kiba pulled a face at the newcomer, "Who are you?"

"I'm Kabuto. You nine are the rookies right? Let me give you guys some advice. I would keep it down a bit. Many of the shinobi here have took this exam before so I wouldn't go upsetting them."

While the boy talked she noticed his leaf shinobi headband and observed his body language. He seemed non-threatening enough. Polite and open. Maybe a bit too open as he showed Sasuke Gaara Sabaku's ninja card. Sakura stiffened and the action caught the eyes of Shikamaru and Sasuke. Her hand hovered over her kunai pouch as she scanned the glaring shinobi's in the aisles. She pulled her blonde teammate back by the shoulder when the sound shinobi attacked Kabuto and kept him there while he dry heaved on the floor. Sasuke glanced at her in question and she shrugged her shoulders in response. Could it have been a genjutsu that made it seem as if the sound shinobi missed or did it have something to do with the odd looking contraption on his forearm? A loud boom sounded in the far end of the room and a tall man in black stood front and center with many other shinobi wearing grey lined behind him.

"You two settle down! There is no fighting till I give the instructions! It's time to start the first exam! Line up to get your seat numbers!"

At the scarred Jonin's command they all lined up, Sakura pulled Naruto aside and whispered quickly into his ear.

.

.

15 minutes later while on question 9, Sakura made a show of breaking the tip of the pencil on her last word and quickly covered up the smoke by flipping the page over and putting her chin in her hand. She eyed the way Naruto sat up abruptly at his table 4 rows ahead of her and saw him scribbling furiously. Glancing to the right side of the room and 2 rows down she saw Sasuke writing as well and let a small smile slip unto her face. Naruto had 15 minutes to memorize at least one question she wrote down and Sasuke had his sharingan. Her team would be fine even with the looming threat of the mysterious last question. Glancing down her row on the left she caught the eye of the chunin in charge of her row and noticed the man's raised eyebrow toward her. She recognized his chakra signature as one of the ones yelling at the participants on the second floor guarding the door. Even if she didn't recognize his chakra signature he kept the same unruly spiky black hair and the strip of bandage across his nose. Shrugging her shoulders slightly Sakura sighed in boredom as she observed the people around her. Some were cheating obviously and others were being discreet. After some time she felt an abrupt amount of chakra push into her from behind and closed her eyes. When she opened them again it was a ghostly version of Ino standing inside the recess of her mind.

"Hey do you mind if I take a look at your test? I knew your nerdy self would have figured them out by now considering all that knowledge you've got behind that big forehead of yours."

Sakura laughed at her best friend's ire and the pleading pout, "Of course you can pig. I was getting bored waiting for you to pop in and ask." Ino scoffed but smiled in thanks before using her body to flip the paper over and scan the contents.

Once she memorized what she needed she blew a kiss at her and left. Sakura's eyes fluttered as she took over control. It was always weird when Ino would enter and exit her mind. Like a ball of energy entering and leaving the back of her skull.

When the 10th question came around Naruto yelled boldly, "My team won't be scared off that easily and we don't quit either! I'm going to be Hokage one day so I'm not going to wimp out now!"

If anyone asked she wouldn't deny that she was feeling scared at the thought of never being able to advance past genin but with Naruto's encouragement, determination and pride replaced fear.

The scarred man Ibiki Morino smirked.

"You all pass."

.

.

They stood at the gate waiting for the bell to go off signaling the start of the second exam. Team 7 went over there rations and came up with the plan to run a few miles toward the center of the forest before finding a place to set up camp and set traps for other teams along the way.

"Once we find a place to set up camp we climb the highest tree we can find to see if we can catch sight of the tower."

"Oi teme what about finding the heaven scroll? We gotta get that before we go to the tower."

"I agree with Sasuke. We should find a place to set up camp and then we can come up with a plan on how to find a heaven scroll. Maybe we can set up traps to catch a team off guard and then ambush them."

"Okay Sakura-chan!"

The bell rung and they took off in the trees. After about 2 hours in the forest they stopped at the insistence of Naruto to use the bathroom.

"Sorry guys I'll be quick!"

"Uh Naruto can you go behind that bush please."

"Oh! Heh heh…sorry Sakura-chan."

With Naruto only a few feet away Sakura took the moment to check her surroundings with her chakra sensing range. Not feeling anyone except for two teams heading away from them towards the east and south. Sakura relaxed a bit and nodded at Sasuke.

"The only teams within a 5 mile radius is heading the opposite direction as us. We should make camp soon."

Sasuke nodded, "We stay in the trees. The dobe can climb one once we've settled."

Sakura smiled at that and made to call Naruto to hurry back, when a strong wind jutsu hit them. Sakura yelped as she was knocked off her feet into the trunk of a large tree. Sasuke slid to a stop right next to her, using his chakra to keep him stuck to the ground as the wind died down.

"You good Sakura?"

"Yes we need to find Naruto and regroup."

A sinister laughter that made a shiver crawl up her spine stopped the two before they sprinted off. A women appeared a few yards ahead of them wearing a grass headband.

"You look fun to play with."

Sakura's blood ran cold once she realized she couldn't sense the shinobi standing before them. She took out kunai and stood in a defensive stance. The women had long straight black hair and she was alone and holding a heaven scroll in her left hand. Sasuke noticed the same time she did and the women laughed while holding up the scroll.

"You have the earth scroll don't you?" The grin on her face was full of bloodlust and Sakura could feel herself paling as her tongue warped around the scroll and she swallowed it.

"Come. Get my heaven scroll if you dare."

There was no way this was a genin. Sakura couldn't sense her and her trick with swallowing the scroll is proof that she has the mindset of an elite with experience. As she was about to tell Sasuke that they needed to withdraw and find Naruto the women brought her hand up to her face and pulled the lower part of her eyelid down.

Sakura saw her death. Bloody and cut and dead and she was paralyzed. Falling to her knees near hyperventilating she focused on just trying to breathe.

"S-sakura."

Glancing to her left, Sasuke was on the ground breathing fast and shaking. Sakura tried to form a response but couldn't. This grass nin's bloodlust was nothing compared to Zabuza's. It brought them to their knees and made them unable to move.

"Hm…I thought you would be more fun to play with. Such a shame."

Sakura's eyes widened as the nin reached for two kunai.

"S-sakura…gotta move."

Sakura tried biting her lip and as the blood seeped into her mouth she was able to ground herself enough to speak.

"I-I know…pain Sasuke."

Sasuke immediately understood and pulled out his kunai as the grass nin threw hers. Sakura's eyes widened when he stabbed himself in the thigh before picking her up and taking to the trees.

Once finding cover, Sakura was able to reel in her fear enough to move. She shakily pulled the kunai out of her teammate's thigh and healing chakra glowed in her hands.

"We need to find Naruto and run."

"I know how long till you're done?"

"Just another few seconds, its not-"

Sasuke's hand flew over her mouth as the sound a tree branch cracked. Her eyes widened at the sound and she desperately tried to calm her racing her heart by sending a streak of chakra through the pathways. A shadow loomed behind Sasuke just as she was finished healing him and she pushed him off the branch and jumped away from the building sized snake coming down on them.

"I expected more from the last Uchiha. I didn't believe you would be a coward and run."

Sakura searched desperately for Naruto's chakra signature while the grass nin tried to rile up Sasuke into a fight. She felt him coming toward them and sighed in relief. She made her way towards Sasuke and when she got onto the same branch he landed in the snake appeared again from behind them. The two couldn't dodge in time but Naruto, bless their blonde knucklehead, appeared and held the snake back with two Kunai. When he looked up his eyes were red. His body was leaking small bits of red chakra and his pupils turned into animalistic slits.

"What are you doing Sasuke? You scared or something? Scaredy cat!"

"Naruto…" Sakura worried her mangled lip at the feeling of the red chakra. It felt like a burning flame to her senses.

The sinister laugh again. Sakura was beginning to hate the sound of it. The grass nin regurgitated the scroll back out of its mouth and held it out in the palm of her hand. "This is what you want yes? Come and get it."

"We don't run guys! I'm going to get that scroll from that freaky snake lady!"

Naruto rushed toward the nin as Sakura shouted at him to stop. Sasuke stood rigid next to her like stone. The grass nin used her tongue like a whip and entangled him in a matter of seconds. Sakura slapped Sasuke's shoulder to snap him out of his trance like state, "Get it together Naruto needs us!"

She jumped off the branch without waiting for a response performing a shunshin to get behind the grass nin and sweeping her legs out from under her, following up with a punch to the knee when she simply hopped above her legs. The women danced away from her with Naruto in her grasp before her punch could connect. Thinking quickly she flew through the hand signs, "Body Paralysis Technique!" slashing with her poison tipped kunai but the nin didn't so much as even pause. She leaned away from a swipe from her kunai and push kicked her so hard, she flew into a tree. The impact caused her to smack her head and she was out before her body slid onto the branch.

"Sakura-chan!"

"Sakura!"

.

.

Heat licked her skin and startled her awake. Groggily she opened her eyes, squinting through the smoke now clouding her vision.

That women.

Despite her obvious concussion she was able to quickly recall what had happened. Slowly standing, she scanned her surroundings for one of the boys or an enemy. Raising a hand to her head she gave herself a moment to ease the throbbing in her skull before taking to the trees, heading toward the opposite direction the animals were running away from. The scene she approached on made her blood run cold. Naruto was face first on a low branch of a tree and he was very still. Sasuke was on the ground fighting hand to hand with the grass nin and was quickly tiring out. Thinking quickly, she sent a shadow clone to Naruto and placed a genjutsu on the women that made her believe she knocked Sasuke out with her last swing of her fist. She shunshined above her to deliver an axe kick to the head. A hand shot out and she was thrown into Sasuke's body. She rolled onto her feet, grabbing Sasuke's arm to steady him when he did the same. He was panting and nearly drained of chakra. A pop rang through the clearing and the memories of her clone came to her. Naruto was fine just unconscious.

I need to get us out of here!

"I have to say…this team truly is a combat team. But your efforts are fruitless."

Her face was deformed, as if the flames in the forest partially melted off the left side. Sickly pale skin surrounding a yellow slitted eye contrasted starkly with the brown of her right eye. She grinned as she brought her hands together. A paralysis jutsu, one stronger than the one she tried to use on her earlier brought them to their knees. Sakura growled in frustration, "What do you want with us?"

"Despite the obvious power difference between you and Itachi, your sharingan has so much more potential Sasuke-kun."

Somehow she got a hold of their earth scroll and set it on fire in the palm of her hand.

"Defeat the three. Finish this test. When you're ready I'll be waiting Sasuke-kun."

Her neck elongated and shot toward her teammate.

"No! Sasuke!"

A scream she never heard before ripped itself out of Sasuke after the women retreated. She barely caught him and he writhed in her arms in agony. She ran a diagnostic jutsu on him and couldn't understand what she was seeing.

"Who are you?! What did you do to him?!"

With a chuckle, the women ripped off the skin of her face. "I am Orochimaru. I left Sasuke-kun with a little parting gift. I do wonder if he'll survive."

Sakura watched the pale face of the Legendary Sanin turned to mud in the earth. She hugged Sasuke to her chest trying to offer any comfort she could as he screamed.

.

.

She got them in an enclave underneath tumbled tree wood and leaves. Sakura was diligent despite being low on chakra. Layers of genjutsu surrounded there campsite as well as traps. Soaking her washcloths with water she gently laid it on her sleeping teammates foreheads.

It's just me now.

Never has she felt so defeated and alone. Her mind was racing. Orochimaru. That strange mark on Sasuke's neck. Itachi. The wildness of Naruto's chakra. The red animalistic tint in his eyes. She focused on meditating in between switching the wash clothes to ease her mind and keep watch.

When the sun started to rise, she popped a homemade soldier pill and caffeine pill to keep herself awake.

We are not staying here. I need to get them to the tower and alert someone of Orochimaru. The boys can be mad at me all they want about not completing the exams.

There fevers were broken and her decision made, she was just about to ready two shadow clones as a squirrel came into view along the edge of their camp. She kept her eye on it, an unsettling feeling washing over her. Using chakra to enhance her eyesight she gasped and threw a kunai. It hit its mark, deactivating the paper bomb on its back. Ignoring the ping of guilt for the poor animal she steeled herself.

"Shadow clone jutsu!"

Quickly she gave her instructions and took a stance at the opening of the enclave. She made a show of throwing another kunai in the opposite direction of where she knew there location was.

"Come out now. I know your there."

"I'm impressed you were able to catch that paper bomb."

It's that sound ninja that attacked Kabuto in the first exam. His teammates scoffed as they appeared at the edge of the clearing.

Green eyes narrowed at the three, taking notice of their arrogant stance. She said nothing.

The female scoffed again, "Don't act all tough little girl. You look like a skinny weakling."

The third male laughed, "How about you give us the Uchiha brat and we'll let you go."

Sakura set her stance and grabbed a kunai.

The leader with the strange contraption looked toward his male teammate. The boy grinned, "Alright you wanna fight?!"

Charging toward her position, Sakura threw a handful of shuriken and waited. A snap could be heard and a rain of kunai was released.

"Air slicing jutsu!"

Though he blew away the kunai, he took no notice off the small pieces of paper floating in the air till it was too late.

"Zaku move!"

Sakura activated the papers bombs and took cover in the enclave. When the last of the bombs went off she quickly darted forward, using the smoke as cover. The cocky female teammate was no short range fighter and after a few jabs she had her unconscious on the ground.

"Air slicing jutsu!"

The smoke was blown away and Sakura was too slow to dodge the attack from the leader of the team. There was a blur and her vision went green.

"L-Lee-senpai?"

"Don't worry my beautiful cherry blossom! I will protect you with all the strength I have!"

Sakura smiled in relief but quickly looked up as the one named Zaku made a run for the enclave. She shunshined in front of him delivering a leg trip take down. He growled in annoyance and retreated toward his teammate who lee had buried in the ground with his head down.

"You fucking brats! That isn't enough to take us down!"

Suddenly she heard a strange hum and the leader of the sound nin climbed out of his hole and darted toward Lee. Worn out Lee could only block with his forearms. Sakura was sprinting toward them when that awful sound had her stop to block her ears.

"Lee!"

"This all could've been prevented if you just given us the Uchiha."

Lee was down. His ear drums clearly busted by the amount of blood draining out of his ears. Realizing she was running out of chakra, she was desperate to protect her down teammates.

"What do you want with Sasuke?"

"We are under orders to kill him."

"By who? Orochimaru? What the hell does he want with him? And what is that mark he gave him?"

Both sound nin looked shocked at that. Dosu narrowed his eyes, "He gave him the mark? On his neck?"

Sakura nodded, "What is it?"

She could feel her clones disperse and the burst of chakra it gave her. The conversation gave her last clone enough time to attack. Dosu opened his mouth to answer and she sprinted toward him. The hands of her clone shot up from the ground and held his ankles in place. She shunshined in front of Zaku and delivered a swift uppercut. Swiftly she threw a kunai at a string that launched a large tree log at the two before she shunshined to a safe spot.

Just when she thought she had them both the tree was blown to bits by Dosu's sound echo device. She panted in exhaustion, racking her brain on a strategy with her very low chakra stores. Zaku used his sound slicer jutsu to knock her in the tree. Shuriken sliced through the air and imbedded themselves into her arms as she tried to protect her vitals areas. The two traded blows and out of the corner of her eye she sees Dosu descending upon her unconscious teammates.

"Get away from them!"

"It's okay Sakura!"

Team 10 stood in a protective line in front of the boys. Sakura could cry tears of joy. Ino locked eyes with her, "I got your back forehead! We got this!"

Dosu sighed, "More brats to take care of. Get out of my way or you'll end up like your two friends over there."

"Lee!"

In the tree's above them, Lee's teammates glared down at the sound nin.

But it turned out the back up wasn't needed.

"Sakura."

A dark aura permeated the air there group was in. And Sasuke's eyes were like death personified. Red and glowing.

"S-sasuke!"

She was on the ground, kunai sticking out of her like a pincushion. Bloody and bruised. With the last of her strength she tried to stand.

"Who did this to you?"

.

.

Sakura stood on the balcony overlooking the arena of the preliminaries. She watched anxiously as Sasuke barely won his round. Glancing at her sensei she took a deep breath. At this point she wanted to get her and Naruto's round done with so she could demand answers from Kakashi-sensei.

"Don't tell Naruto. We need to wait till the exam is over."

"Fine. But Kakashi-sensei needs to know immediately. If you don't tell him when we get to the tower I will."

They stared each other down for a moment. Sakura refused to back down to his tired glare. Eventually he gave her one nod.

It ended up being Iruka-sensei to greet them. Looking back she felt bad for interrupting his congratulations toward them to demand to see Kakashi-sensei. And in the moment before they were brought to the new indoor arena he met them. Sakura glared at Sasuke but at his glance at Naruto, she sighed and decided to pull her sensei to a corner in the hall to whisper what had happened. Only to find out that he knew what was going on and that he will speak to her and Sasuke as soon as the prelims were over with. Infuriated at the lack of answers she fumed silently through the battles. She did her best to cheer on her friends and put on a good attitude but Naruto immediately noticed she was distracted and irritated.

"Sakura-chan what's going on?"

Sighing she gave her teammate a small smile. "We'll talk after the prelims are over. You have a battle to worry about."

Naruto gasped and spun around to look at the screen, "Hell yeah! It's finally my turn!"

"Go get em tiger!" She said with a pat on the shoulder.