All they were told was to follow her to the next task, what they were meant to be doing was vague and Sasuke was not a fan of vague. Thankfully he went in to this exam ready for anything, Kakashi would have been furious if he wasn't. He allowed himself to slowly fall to the back of the pack where Naruto and Sakura fell into step with him. None of them bothered talking about the first task, if they needed to there would be time for that. What they needed to focus on was what was coming, "Any idea on what's coming?" Naruto asked not that he or Sakura had any information that he didn't.

Sakura spoke first, "We're going in the direction of the training fields so this is likely a physical test of some sort. Since at least of us have to be cut this could be one on one fights between teams. That automatically eliminates half of the teams when they lose possibly more if there are extreme injuries in the winning teams."

Sasuke hummed, "That seems too simple especially since the last round of the Chunin exams are tournament style fights, Kakashi mentioned it and I've watched a few over the years. Still I think you're on the right track, not that we can do much about it right now." He slowly turned a few ideas over in his head before dismissing them and choosing to focus on what was in front of him, literally.

The rest of the walk he furtively looked over the other teams, his gaze sliding right over the other teams from Konoha to see if he could predict anything about his other competitors. Kabuto might have been helpful in information gathering, but he didn't want to rely too heavily on someone who was currently an enemy. The only two people he could unquestionably trust now were Naruto and Sakura.

The time until they reached their destination, which was rather short, allowed him to learn next to nothing. The woman in charge, Anko, announced they'd be sent into the Forest of Death at different points and had to reach the center with a Heaven scroll and and an Earth scroll. Half the teams would have Earth scrolls the other half would have the Heaven scrolls. He, Naruto, and Sakura deliberately chose to wait until the test began and they were alone to discuss anything. They were given their scrolls privately and led to one of the 44 entrances.

She spoke about death and although Sasuke knew she was serious, he didn't find himself frightened. He was concerned in a way that everyone should be, but after Haku and Zabuza he understood what a fight to the death was. If they didn't get caught up around the wrong groups he believed they would pass, he'd make sure of it.

Sakura spoke up before before the chunin guiding them even opened the gate, "I want to talk quickly before the exam begins and I don't care if this chunin here is listening, this is the hardest time for other teams to spy on us. If it's ten kilometres to the center point that means the circumference of this forest is roughly sixty-three kilometres and with fourty-four entrances the closest anyone can be is about one and half kilometres. With twenty-six teams that means there won't even be teams at every entrance so the teams could be even further away and using jutsu before the exam with a chunin watching would be difficult." She was aware that she was speaking quickly, but there were probably only a few minutes before they entered.

"Okay so this guy," Naruto gestured to the chunin who huffed a laugh, "is the only one who will hear this and no teams will sneak up on us. What's the secret plan we need to know about ahead of time?" His tone sounded slightly excited, but Sakura could tell there were hints of nervousness mixed in. She wasn't going to call him out on that because she was in the same boat.

"The reason I'm bringing this up now is because we need to start the minute we walk in before anyone catches us. We need to create fake scrolls, Naruto you should create some shadow clones and have them use the transformation technique to take on the appearance of Heaven and Earth scrolls. If someone tries to take our scroll and we aren't sure we can beat them we can let them have the "scroll" they need and use the shadow clone for information gathering. Plus they'll automatically lose once they reach the tower because one of their scrolls isn't real. Plus we can have trap scrolls to use as weapons."

"Since it might take a few tries to get it perfect you want to start the moment we step in," Sasuke said rather than asked quickly grasping her plan. Personally he would have rather discussed things after the chunin was gone, but if he was overseeing things and had been chosen by Konoha he was likely trustworthy enough. Sakura nodded and the three went through the specifics.

The chunin never spoke until he unlocked the gate and merely said, "good luck."

Naruto quickly followed orders and after a few rounds with careful critique they managed to create essentially perfect copies, the plan was they'd each carry one of each fake scroll and the real one would be sealed inside a separate scroll.

They began walking slowly while discussing things keeping their senses on alert. They already knew the direction they planned to go so moving forward while coming up with further ideas just seemed the most effective.

Sakura allowed Sasuke to take point while she watched over their right side, Naruto watched the left with a few of his clones hiding among the trees scouting the area. Naruto paused and caught both of their attention. He spoke in a voice that sounded casual, but his manner of speaking was off, "I need to relieve myself, I'll go off to the bushes. Just give me one minute." He made a hand signal indicating an enemy and disguised it as him indicating where he'd be going, one of his clones must have noticed someone coming and alerted him. Sakura was willing to assume he only saw one person judging by the fact that he specifically mentioned the number one.

"Fine be quick," Sasuke sighed though Sakura could tell he understood as well. While they waited Sasuke and Sakura chatted casually with Sakura saying, "After he returns I'm going next, I'll give him the scroll while I'm gone. Make sure you help him watch it, we don't know when someone is going to come." She reached into her bag and grabbed a scroll laced with explosive tags that was a believable Heaven Scroll as long as you didn't get too close.

"I feel great, I needed that," Naruto said stepping out of the bushes and it was clearly a fake. The transformation had a few minor details off, enough to fool anyone who didn't know Naruto particularly well, but certainly not her or Sasuke.

"Naruto, can you watch the scroll for a few minutes?" Sakura asked. The greedy look he failed to hide when he indicated he was willing to do so spoke volumes as did the fact that he wasn't aware that Sasuke was holding on to the actual scroll. She tossed it to him and almost immediately he recognized it was a fake, but by then she'd already activated the explosive tags.

Naruto had a clone cut the rope he allowed himself to be bound in and started to walk back to his team just in time to hear an explosion and watch a ninja wearing some weird device over his mouth smash into a huge tree. Stepping into the open he glanced down to see he was clearly unconscious, "I guess he wasn't as charming as me?"

Sasuke rolled his eyes, "No, he seemed too much like a normal functioning person." Naruto chose to ignore the remark for the time being, the longer they were teammates the less his acerbic comments bothered him.

Sakura cut off any potential argument, "Check him for a scroll, if he was sent alone then it's unlikely that he was the one carrying it, but there's no harm in looking." They quickly looked through everything he was carrying, but aside from some unique looking kunai which they confiscated he didn't seem to be carrying any scrolls.

Before any of them brought up the uncomfortable question about killing him the area started to fill up with clones of his teammates, at least that was Naruto assumed. Naruto's own clones which had been silently watching from the trees jumped down and started attacking though they went straight through the clones. He didn't know the technique, but he could see the attacks were useless.

Sakura's voice caught his attention when she yelled, "The clones are a distraction they're taking him underground." Naruto turned in time to see the unconscious ninja get dragged underground. The clones dispersed shortly after, leaving Sasuke, Sakura, and himself unharmed, but unhappy.

"I doubt they want to fight us when one of their teammates is down," Sakura sighed, "so we didn't get a scroll, but I think we're safe for now. They probably won't come back until they feel they have the upper hand and I don't feel like waiting to be ambushed. Let's keep moving, none of us are really trackers and we don't need to waste time doing something useless."

Sasuke cursed he was clearly annoyed that they didn't get a chance to fight any further and Naruto agreed, he was sure they would have won.

They had a short respite before Naruto heard a slight whistling that was becoming louder. He didn't know what it was but he yelled, "Something's coming, get up in the trees."

Sasuke and Sakura wordlessly started moving and they all managed to get out of the way before a gale went through the area they had been standing in leaving the area torn up.

"I was considering being a bit more delicate, but I'm anticipating this far too much to wait. I want to taste you," an extremely creepy ninja hissed as they stepped into the cleared area licking their lips. Naruto didn't know what it was, but there was something fundamentally wrong with that person and he wanted to keep his distance. He had felt fear in the past of course and that wasn't something he could deny, but this wasn't even fear every piece of him just screamed that he shouldn't approach. He wondered if it was some sort of animal instinct. Of course if push came to shove he couldn't just hide away, not with Sasuke and Sakura still in danger. Kakashi taught them not to enter a fight they couldn't win, but never run if it put a teammate at risk.

Kakashi had drilled into their heads the importance of grasping an enemies fighting style, clearly the ninja knew wind jutsu or had a teammate nearby that did, but Naruto doubted that was the extent of their skill. Naruto sent a group of clones down to serve as reconnaissance and as a distraction allowing him to check on Sasuke and Sakura. He saw Sakura on a branch not far away hugging the tree to stay out of view.

Sakura made eye contact and motioned to Naruto he was able to recognize it as calling to regroup. Even though being together made them easier to find and catch at once it was better to be able to move as a group. If they needed to make decisions or fight against a stronger opponent they would need to work together. He sent more clones and rushed to Sakura trying his best to stay out of view.

Sasuke saw Naruto rush to Sakura and followed suit, it wasn't like he had a particular plan and he didn't have a good feeling about that ninja from the grass village.

"If you don't want to come out my pets will help me," the ninja said and with a few quick movements slammed her hand down summoning three gigantic brown snakes, "they aren't ones to easily let prey escape." The snakes quickly fanned out slithering through the area and with their impressive speed it wouldn't take long for the team to get discovered.

"I'm going to try a genjutsu," Sakura said quietly. The snake ninja as Sasuke mentally called her was moving slowly in their direction and once she was in range Sakura quickly cast a genjustu. Sasuke activated his sharingan and watched to see what would happen, the enemy ninja seemed to react for a moment before almost literally brushing off the genjutsu. Apparently they also managed to trail their own genjutsu back to Sakura who locked up and despite struggling couldn't seem to break it. It sounded like it took a lot of effort, but she managed to say, "Stab me, hurry."

Naruto looked horrified, but Sasuke recognized and respected the idea. Using pain to break genjutsu was a crude, but reliable way when nothing else worked. He made sure to aim somewhere on her leg that would cause no long-term damage that wouldn't slow her down. He covered her mouth so she didn't make a sound of pain and wrapped it as she came back to herself.

"Guys time to move," Naruto said as one of the snakes slithered around the tree they stood on and moved towards them opening its mouth to attack them. They leapt to another tree though Naruto left a clone behind to get swallowed.

Before Sasuke could even ask what he was thinking the snake expanded and exploded allowing dozens of slimy shadow clones to appear. Sasuke had to admit that was quite clever unfortunately their location was very visible to both the remaining snakes and the ninja who seemed content to watch for another few moments. The fact that they were so lazy and unbothered was worrying, but he had to deal with the snakes first.

The snakes were concerning, but their scales weren't hard and ninja weapons could take them down when they coordinated their efforts.

Soon it was just them and the snake ninja facing each other on the ground, Sasuke felt the best option was just to give her a fake scroll and run. Before he even spoke a rush of killing intent brought all three of them crashing to their knees certainly proving his belief. Kakashi had explained killing intent and had pushed his own on them for proof, though he actively admitted it was an example and he didn't believe he could replicate the truest form of killing intent on them.

In training that feeling made him lock up for a moment and Kakashi coached them through pushing on despite the feeling, but this was something entirely different. He literally threw up, this wasn't just an intent to kill it was the feeling of someone who reveled in death. Sakura on one side of him wasn't in better condition than him, but Naruto seemed to be having some unexpected reaction. He started almost growling and seemed to shake off the killing intent through sheer almost bestial anger, taking an example from Sakura he kicked Sasuke into Sakura the unexpected pain waking them both a bit.

"Cover me," he said in a slightly raspy voice before he shot off at the enemy.

Sasuke felt the killing intent still holding him and the only thing that helped him push through was the voice of his brother in his head. He couldn't die, not before he'd done everything he swore he'd do and he couldn't allow his team to die. He gathered himself and reactivated his Sharingan focusing on the match in front of him.

What surprised him most was that a second source of chakra, different from Naruto's own seemed to be leaking into his system. It explained some of what was happening, but not enough to satisfy him. Now wasn't the time for questions, it was time for action.

Sakura had to force herself to stop shivering, she didn't want to have to stab herself so she focused as if she was creating a genjutsu. Clearing her mind and seeing the world around her. Once she had herself in order she checked on Sasuke who had stood up and reactivated his Sharingan and Naruto who was charging recklessly.

Was this influx of power related to the special circumstances that Kakashi-sensei had mentioned when talking about Naruto? There was no use is worrying about it as the Grass ninja summoned another snake, this one to stand on. Sakura leapt into the trees moving until she had a good position to attack from above the snake. Naruto kicked the snake and almost sent it sprawling, this was strength far beyond what any of them could achieve even when enhancing their strength with chakra.

Unfortunately when he leapt to strike again he was swallowed by a ball of fire cast by the Grass ninja. Before she could get too concerned Naruto was already getting back to his feet and oddly the Grass ninja made a sound of realization. "This is interesting, but you aren't my prey now," she said and her snake knocked Naruto out of the air sending him flying. From her position Sakura was able to drop down and catch him preventing further damage. She placed Naruto down on a branch as the ninja's attention turned directly to Sasuke, "Let's see how well you do."

If that demonic freak thought she was having a one-on-one she had another thing coming, Sakura was still in prime condition and Naruto was already shrugging off the snake's strike. "Naruto when you're ready follow me," Sakura said before running to get back in the fight. The Grass ninja had banished her summon and transformed her arms into snakes which were flying towards Sasuke with glistening fangs. Utilizing water from the muggy forest Sakura sent a rain of needles to intercept them before they reached Sasuke.

The dead snakes quickly fell apart, though the Grass ninja's arms appeared again visibly unharmed. "Looks like one pest is still left," she ducked an incoming kick from Naruto and corrected herself, "make that two."

Once again one of the ninja's arms turned into a snake this time expanding into a group of snakes that all went after Sakura, after leaping and dancing out of the way she stopped and placing an explosive seal on the ground directly below her. When the snakes tried to strike again she shot into the air using chakra and detonated the seal killing all the snakes.

She turned back to see Naruto and Sasuke engaging the woman's main body in a taijutsu battle. Just from what she could see Sakura knew she wouldn't be particularly helpful, the only reason the boys could keep up were the Sharingan and whatever had possessed Naruto.

Sakura went to find another favorable position when something went wrong, Naruto got caught by the freak's tongue just as Sasuke got kicked back. Sakura couldn't do more than throw a few shuriken before the Grass ninja pulled Naruto's shirt up and cast some jutsu that knocked her teammate unconscious. Sakura launched a kunai to pin Naruto to a tree, saving him from a fall.

"Sakura, grab Naruto and get him out of the way I've got this," Sasuke called out to her and choosing to listen to him she ran to get Naruto to a more secure spot. She could double back and help after Naruto was secure.

"Now I've got you all alone," the ninja hissed and Sasuke refused to flinch.

"Not for long," Sasuke shot back ready to implement the plan he'd started while fighting alongside Naruto. He'd been able to lay some of the groundwork, now it was time for the follow through. He launched back into battle with the snake-like ninja who, even with his Sharingan, he could barely follow. He made sure to still utilize every opening even taking a few hits to get in position.

"Is this really the extent of your power?" The ninja asked when Sasuke came crashing down after a particularly solid kick. "Your ancestors weep and soon your little friends will as well." Sasuke forced any distracting thoughts to fade away, his ancestor's would be pleased when he got revenge, but first he needed to deal with this situation.

Rather than speak Sasuke set off the explosives he'd stuck on the ninja's back and by tossing a few shuriken he was able to pull the wires he'd been placing through the area taut. The end result left him standing across from freak who was bound to a tree and it gave Sakura an opening to employ the technique she'd worked on for situations like this.

From the trees above highly flammable oil flew down and coated the ninja, Sasuke released his dragon flame along the wire straight into his oil drenched opponent. The result was a fire so strong it almost burned him even from the distance Sasuke was at. The entire tree was essentially left burnt to a crisp by the time the fire finally died down. Sasuke was happy it seemed to work because he was tired and sore, he'd be ready to move after a bit of rest which he'd earned at this point.

Sakura came out of the trees to land next to him, "Naruto is safe, but I don't know what jutsu was used on him. I think it's a seal, we should figure when he wakes up or ask Kakashi-sensei when this is over." Sasuke was closer than Sakura when the jutsu was cast so he could confirm it was a seal when they discussed things further.

The sound of wires snapping shocked both of them into turning towards where their opponent should be dead. Instead out of the smoke a torched corpse walked forward. Skin was falling off all around their body and their clothes were burned, but they were still alive and a second layer of skin was revealed. With a paralysis jutsu both he and Sakura were frozen in place. A deep raspy voice came from the figure,"Such mastery of the Sharingan at such a young age, you're a true Uchiha after all. Yes, you are definitely his brother, in fact your eyes may be keener than Itachi's."

"Who are you, what do you want?" Sasuke yelled back despite his body still struggling to move, the mention of his brother caught his attention more than almost anything.

Dark laughter echoed before an answer came, "My name is Orochimaru, as for what I want that will have to wait until after you've completed this test. Before any of that you'll need to defeat my ninja from the Hidden Sound Village. Now, before I go I'll leave you with a little parting gift."

"We don't need anything from you, and if we never see you again it'll be too soon," Sakura bit back angrily. The ninja's expression could hardly be read considering the lumps of twisted skin, but they seemed unconcerned by Sakura's anger.

"Sasuke and I will meet again, by his own volition, he will desire my power," Orochimaru's neck lengthened until he was able to bite Sasuke. Sasuke felt burning pain far beyond a puncture wound and felt something locking into place. He immediately collapsed grasping at his neck. He wasn't sure how long he screamed, but eventually everything went blissfully black.

Sakura turned to catch Sasuke and by the time she looked back at Orochimaru he was fading into a tree. Naruto was still unconscious and Sasuke had collapsed, she avoided the physical fighting so her body was still in good shape, her chakra was a bit low, but if they found a place to rest she'd be okay. The fact that they were being hunted by Sound Ninja was concerning as well.

She knew there was no chance that she'd be able to carry them both to the center and pick up an Earth scroll along the way. Which meant the best plan was to find a safe place and create a camp. She brought Sasuke to the ground and gathered Naruto, halfway dragging the boys with the use of chakra she found a small clearing with a slightly hollowed out tree. She pulled a special scroll out of Naruto's bag she released the seal and allowed a creation of Kakashi-sensei and Naruto's design. At glance it was only a kunai, however there was a tag with a seal wrapped around it. A genjutsu could be laid on the seal and it would use Naruto's chakra to maintain it. It's use was extremely useful, but also limited.

Although Naruto didn't need to be awake for his chakra to keep the genjutsu active it still required him to be close by or the connection would break. It also had the issue of needing to be an area of effect genjutsu that was laid down on an environment with the seal being at the center. The final flaw was that once placed it couldn't be altered, the seal held only one jutsu until it was cancelled or eventually faded. Once it ended the seal disappeared and would be useless until the seal was created again which only Naruto could do, but it required time.

Sakura cast a genjutsu that made it appear that the tree had no hollow essentially hiding them from view and it hid the few traps she set up. Since the genjutsu would alert her whenever something disturbed it by moving into it's range Sakura could afford to rest for short periods of time. She'd periodically wake to check the area and her teammates, but if those Sound Ninja came by she couldn't afford to be completely exhausted. It was a gamble, but the likelihood of them attacking in the night was lower and she trusted the genjutsu as well as her own senses.

If they did come, she had a plan in mind. She wasn't going down without a fight, it was up to her.

A/N

I changed a few things obviously, but no matter how talented the team was Orochimaru was going to get his way. Even in the original he was allowing time for Sasuke to show his skills and wasn't actually concerned.

Next chapter is the Sound Ninja and a fight that's going to be quite different from canon.

Please review letting me know what you think I always appreciate it.