Chapter Nine

"Welcome to The Forest of Death," Anko shouted to the assembled genin. Naruto and his team were standing towards the back with Hinata and her team. "As you can tell by its name, this forest is no picnic. Your teams will enter the forest with one of two scrolls." Anko held up two scrolls. One was black, and the other was white. On the front of them were two distinct characters. One for heaven and one for earth. "Your goal over the next five days will be to gather the scroll opposite of what you started with. So if you're given a Heaven Scroll, you'll need to obtain an Earth Scroll." Anko let her arm fall to her side and grinned widely. "You'll do this by taking it from one of the other teams. The sooner you do this, the longer you'll have to rest before the next part of the exam."

"This seems like fun," Naruto said with a grin as he looked at his friends. Before gently moving his head to the left as a kunai flew past his face.

"You really think it'll be fun?" Anko asked as she reappeared behind Naruto with a second kunai. The tip was pressing against the front of his neck gently.

"Definitely," Naruto replied back with a soft smile. Hinata had backed up and was now staring at the older kunoichi through narrowed eyes. Sasuke had pulled out his own kunai holding it in a reverse grip.

"Guys like you usually die the fastest." Anko purred in Naruto's ear as she dragged a hand down his bicep.

"Want to bet?" Naruto asked as he reached up, pushed the kunai away with his finger, and turned to look at her. "I can put a little cash on this." Naruto stopped as a long tongue snaked its way over Anko's shoulder. It was wrapped around the kunai she'd thrown and hovering just over her hand.

"Here's your kunai," A tall black-haired woman said in a raspy tone. She was wearing a large wide brim hat and beige clothing, and an elaborate purple belt. Naruto narrowed his eyes as they traveled up the large tongue. She had sharp severe features and dark eyes with a flat ridge nose. Wrapped around her forehead was a protector with several blades of grass etched into the metal. Naruto felt a chill run down his spine as their eyes met for a moment.

"Thank you," Anko said with a smile as she held her hand out. The woman's tongue released the kunai and rapidly retreated into her mouth. Anko gave her a pleasant smile before turning back towards the rest of the genin. "Now, where was I?" Anko asked as she scratched her cheek with her finger. "Oh yeah, the exam will last five days. There will be no outside help, so whatever happens in the forest happens. Once you collect both scrolls, you must make it to the tower in the center of the forest. Once there, you may open your scrolls. If you open them before you arrive or open just one, you will be disqualified. On the table over there, you will find release waivers releasing Konoha from responsibility if you die. Sign them and come collect your scroll. From there, you'll be allowed to enter the forest at one of the 44 gates that surround it."

Anko made her way through the crowd to stand near a large table with forms stacked on top of it. The rest of the genin teams stood around for a few minutes. Then the team from Suna moved forward to the table and started to sign the forms. Naruto watched as the redhead was handed a scroll, and then a random chunin seemed to escort them away. The rest of the ninja started to queue in front of the table.

"I guess we better get in line," Kiba grumbled as Akamaru yipped in excitement.

"Yeah, I guess so," Naruto said as the six of them made their way to the back of the line. "I was hoping we wouldn't get split up," Naruto said as they stood in line. The exam notes hadn't mentioned anything about all the teams going in through separate entrances. 'It would be pretty bad if they put all the details in those notes. They are high-level ninja even they had to know someone might try and steal the notes.'

"Whys that?" Sakura asked with a mischievous smile as she elbowed him playfully.

"Six heads are better than three," Naruto said as he looked around at the competition. Truthfully Naruto hadn't been worried before, but there was something off with the team from Suna and that woman from Kusa. Both made him feel uneasy when he looked at them; it was like his body was trying to warn him.

"We don't need any help," Sasuke said stoically as they moved forward in line. His eyes were scanning the other ninjas as well, trying to see if he noticed anything. After a few moments, the tall woman with the long tongue turned around and locked eyes with him. A large grin split her face as she stared at him. She looked almost manic, her eyes wide and her teeth on full display. Sasuke felt his throat dry as he stared back at her. Slowly she turned her head back, and Sasuke realized that she hadn't moved her body when she turned her head around to stare at him. Sasuke felt his lips curl in disgust but caught it and schooled his features.

"And what makes you think we need the help?" Kiba demanded as he barked at Sasuke. His arms were crossed, and he was glaring at the raven-haired boy.

"Relax, Kiba," Shino's tone was flat as always. "Sasuke was merely pointing out the fact that he doesn't believe his team needs assistance. It wasn't personal."

"Whatever," he grumbled as he stuck his nose up in the air. "Either way, this is something we should do on our own."

"Kiba-kun is right; we need to do this on our own anyway, Naruto," Hinata said softly as she looked up at him with a small smile. "We need to test our skills and find out how strong we are for ourselves."

"I can respect that," he replied back with a soft smile.

Soon Naruto was at the table signing the release form. Sasuke and Sakura followed quickly, and they were handing their papers to an unknown chunin. He nodded silently and collected them. He turned and picked up a white scroll with the character for heaven on it and handed it to them.

"1,000,000 ryo says you don't make it to the third round of the exam," Anko said as she stared at them with her arms crossed.

"I know you're higher ranked than us, but you sure you want to risk that kind of cash?" Naruto asked as the chunin looked between them, waiting to escort them along. "Because we're not losing here."

"I'm willing to take the chance," Anko said with a smirk. "People like you are usually all bark and no bite. Are you sure you have the cash?"

"1,000,000 ryo it is," Naruto said as he stuck his hand out. Anko looked at it with raised eyebrows and then took it.

"Good luck, brat," Anko said as she let go and stood back. "If you die in there, I'm gonna keep your body for myself!" She shouted with a sick grin as Naruto gave her a wave.

"Let's move on," the chunin said as he turned and started to walk away. Sasuke and Sakura began to follow him, but Naruto stayed back a moment. Turning, he walked over to Hinata.

"I know you want to test your strength, but do me a favor, and please stay away from the Suna team and that woman with the weird tongue. There's something off about them. Fight them only if you have to." Naruto said earnestly as he looked at her in concern. Kiba and Shino were both looking at him solemnly. "I know I've already said something about the Suna team but somethings off with them and that woman."

"We'll do our best to stay away from them, Naruto," Hinata replied with a reassuring look. Naruto looked up at Shino and Kiba with the same concerned look.

"If we can, we'll avoid them," Shino said with a nod.

"I guess if it's that important to you all," Kiba sighed as he looked away.

"Thank you," Naruto said before turning and jogging to catch up with his team. Naruto met up with them and ignored the dirty look Sasuke shot him. They walked around the forest for almost 20 minutes in silence before they were brought to an open gate.

"This is where I leave you. You'll receive no more outside assistance from here." The ninja nodded and then disappeared in a puff of white smoke.

"Well, team," Naruto said as he looked into the forest. "Ready to get started?"

"You know it," Sakura said with a grin as she stretched her arms.

"Stop talking about it, and let's go," Sasuke said shortly as he took the lead and started walking into the forest.

After about a dozen yards, it started to get much darker despite being close to 1:00 PM. The forest was thick with large trees that were dozens of stories tall. The dense foliage covered the sky, creating a large canopy. Light filtered through some of the cracks casting shadows everywhere. As Naruto looked around, he was surprised by the various diverse fauna and plant life in the forest. There were several large mushrooms and large leaves with hot pink stripes running through them. He'd even seen a large plant the size of a small building with what looked like teeth.

"So, what did you say to Hinata?" Sakura asked in her now normal sing-song tone whenever she teased him about it.

"I told her to stay away from that woman and the Suna team," Naruto said as he laced his fingers behind his head.

"You felt it too?" Sasuke asked without looking back.

"Felt what?" Sakura asked as she looked between her two teammates. She was taking up the middle and craning her head back and forth comically.

"There's something off about that Kusa ninja." It was Sasuke who answered. He didn't look back as they kept walking forward. "She's more dangerous than she looks."

"Yeah," Naruto replied as he looked around. "There's something off about her. It's like she doesn't belong here at all. I swear when I looked at her, it felt like I was looking at a-"

"A killer," Sasuke finished Naruto's sentence. "I should know more than most what it feels like to look at someone like that."

"It felt that similar?" Sakura asked finally after a few moments of silence. She knew who Sasuke was talking about but didn't say anything else. 'I couldn't feel anything from her at all.'

"Yes."

"If she's a killer, then we should avoid her too," Naruto said as he looked up into the canopy again. "There's only one way to deal with someone like that, and I don't really want to kill anyone if I can avoid it."

"You really think people are going to kill each other during these?" Sakura asked as she looked back at Naruto.

"Between her and that redhead, I have no doubt," Naruto muttered as he grit his teeth.

"This looks like as good a place as any," Sasuke said as he stopped. They had arrived at a small alcove between two gigantic trees. The back of it was blocked off by a third tree behind the other two leaving only one entrance. "We should set up camp and get started."

"So, how do we want to play this?" Naruto asked as he leaned against a tree.

"Shadow Clones?" Sakura asked; she looked at both of them with a sly smile. "Send a team of them out to hunt down a scroll?"

"Sounds good to me. I sent a few clones in here earlier. Four of them should be set up monitoring the forest. They'll let me know if they see anything we need to know. The others should disappear any minute with a decent idea of the layout of the forest. We can send the clones out to find a team with an Earth Scroll. Any info I get should go to the remaining clones as well."

"Sounds like a plan," Sasuke replied as he turned and crossed his fingers. An identical copy of the dark-haired ninja appeared in front of them. "We should have them get as many scrolls as possible. Create one of your clones that can take a beating. That way, if things go wrong, it can get back here with the scrolls or stick them somewhere we can get them."

"Sure thing," Naruto muttered as she crossed his fingers. Naruto molded more chakra than needed and transformed it. A wind-style shadow clone appeared beside him, and Naruto felt a large chunk of chakra leave him.

"Well then," Sakura muttered as she crossed her fingers. An exact copy of her appeared next to her.

"You know what to do," Sasuke muttered as he looked at the clones. They all nodded and then disappeared as they jumped into the trees.


"Are you sure your information is good, Jiraiya?" The Hokage asked as he sat behind a small desk. They were in a small administrative room in the tower. The Sandaime had set his office up there for the duration of the exam. He was puffing on his pipe gently as he stared down Jiraiya and Kakashi.

"No," Jiraiya said as he kicked his legs up onto the small table in front of the couch, he was sitting on. "It's just rumored, but we know Orochimaru is running Oto, and there are Oto-nin here for the first time."

"It is concerning. He no doubt has a hidden agenda." The Hokage said as he puffed on his pipe in thought. "To think though he'd come here for Sasuke. It's a huge risk."

"I guess what I want to know is why you allowed Oto-nin to come at all?" Kakashi asked as he stood near the door.

"As far as we could find, there was no ill will associated with the genin he sent." The Hokage responded as he let the smoke drift from his mouth. "We also thought it could be a good opportunity to see what he was up to. Once we confirmed that he wasn't actually one of the genins, we allowed them to enter the village."

"Besides," Jiraiya chimed in from the couch. "If Orochimaru really wanted in the village, he'd be able to get in easily."

"So, you're basically using my student as bait," Kakashi responded bluntly as he looked at Jiraiya.

"Don't forget Naruto is my student too. We have scouts on the outskirts of the forest looking for any sign of him or sabotage as we speak."

"It won't matter if he attacks during this stage of the exam," Kakashi said as he took a step forward. "I don't care how strong Naruto is or how strong Sakura and Sasuke are now. Orochimaru could kill them all in seconds if he wanted to."

"If I thought he'd attack during this part of the exam, I'd be out there myself," Jiraiya responded as he looked at Kakashi. "I don't think even he would risk attacking now. If I had to guess, he's sent his genins in to test Sasuke. He wants to see how strong he is and if he's a viable candidate for a new body yet."

"That's not as assuring as you hoped it would be," Kakashi said back as he stepped back and leaned against a wall.

"Don't worry, Kakashi," Jiraiya said gruffly as he crossed his arms. "If Orochimaru is here and goes after Sasuke or any other genin. I'll kill him myself."


"We're getting close to the bodies, Mitarashi-san," A ninja called from in front of her. Anko was following two chunin closely as they hopped through the trees near the outskirts of Konoha.

'Three dead Kusa nins can't just be a coincidence.' Anko thought as they broke through the tree line. They landed in a relatively empty grassy clearing. The mid-afternoon sun was beating down on them, and she narrowed her eyes as she got accustomed to the light.

"Over here," The ninja said gruffly as he jogged forward into the clearing. Anko quickly followed him. "We found them earlier today while patrolling the perimeter."

Anko didn't say anything as she followed them. It was standard practice for genin and chunin to patrol around the perimeters outside the main village. Konoha's official land extended several miles outside of the city. Anko slowed down with them and kept walking forward when they stopped. She walked through the tall grass, the blades tickling her legs. As she came upon the bodies, she crouched down and examined them with a furrowed brow.

'It's them, I have no doubt.' Anko's eyes drifted to the tall one in the center. It was a woman whose proportions matched the woman from earlier-the one with the tongue. Her eyes drifted up the body past multiple puncture wounds on the torso and rested on the head. The body was missing its face or, at the very least, any defining characteristics of one. The lips were gone leaving only a gaping home with flesh puckering over it. The cheeks had been hollowed out and looked like melted wax stretched over bone. The nose and eyes were also gone leaving just sunken gaping holes.

"Alert the ANBU immediately!" Anko shouted at the other two ninjas. "Send word to the Hokage that Orochimaru is here, and most likely in The Forest of Death."

The two ninjas stood there staring at her, their eyes wide as they looked between Anko and the bodies.

"Did you hear me? GO!" Anko roared the last part as she looked back at the bodies, her eyes wide. 'What the hell are you doing here? Why would you come back after all this time?' Anko stood up and watched as the other two ninjas ran back as fast as they could. 'I'll kill you this time.' Anko turned towards the direction of The Forest of Death and took off. "I don't care what it takes. You're not getting away this time."


"All in a day's hard work!" Naruto called out cheerfully with a loud laugh. In front of him was a pile of black and white scrolls. "I can't believe we got so many! Man, did those other clones come in handy tracking all those teams that came in."

"I can't believe we managed to get so many!" Sakura said with an equally large grin. In a pile were three Earth Scrolls and Two Heaven scrolls.

"We should try and get more," Sasuke said as he sat against a tree root. "Take as much of the completion out as possible."

"We could," Naruto agreed as he nodded before crouching down. "We could also call it a day and get in five extra days of rest or training." Naruto reached behind him and pulled a scroll out from a ninja pouch. Unsealing it, a simple storage formula had been written on it. Setting it down, Naruto took the scrolls they collected and theirs and set them on the open scroll. With a quick hand seal, they disappeared into the storage scroll. Naruto rolled it up and slid it back into his pouch. "Either way, we should call it on the fighting; you both used up half your chakra reserves already today."

"I could still keep going," Sasuke said as he shot Naruto a look of irritation.

"Me too!" Sakura said loudly. "Even with half our chakra gone, these teams in here are no match for us, especially together."

"We have five days to get through this," Naruto said with a laugh. "It isn't a race."

As Naruto and Sakura laughed, Sasuke looked at them, and he couldn't resist as his lips curled upwards. 'I have gotten stronger these last few weeks. Today proved it.'

"I see you smiling over their grouchy pants," Naruto said as he pointed at Sasuke. "I guess wrecking 15 people in a fight is what makes this guy happy." Sasuke locked eyes with Naruto and then did something Naruto and Sakura had never seen him do before. He laughed.

Sasuke looked away from them as his body was wracked with laughter. He didn't want them to see this, but he couldn't help it. "Yeah, I guess you can say that," Sasuke said between laughs. "It's just nice to see actual progress."

"It's been there the whole time, idiot," Naruto said as he laced his fingers behind his head to say something else to the laughing Uchiha but stopped. Naruto felt shivers run down his spine as the hair on the back of his neck stood up. There was something wrong with the air; it was shifting dramatically, and his stomach felt like it dropping out of his body. He looked at Sasuke as he jumped to his feet and faced open woods.

"You two feel that too?" Sakura asked as she planted her feet. She opened her mouth to say something else when it happened. A blast of chakra-infused wind blew through the trees, blowing them apart and tearing the earth underneath them apart. The chakra and power infused in the jutsu was overwhelming.

Naruto quickly moved in front of Sasuke and Sakura and lifted his hands. With a loud yell, Naruto pumped out as much wind chakra as he could manage. It blasted from his hands and disrupted the attack just as it blew through them. Naruto seemed to have cut a safe spot in the wind for them as the blast wrapped around them and into tree and alcove behind them. Naruto turned to see large gouges in the tree. Had they been hit by that, they would have been seriously hurt or worse.

"There shouldn't be any genins here with that kind of power," Sasuke said as he looked around his Sharingan, darting all around them. "Whatever that was….it was overwhelmingly stronger than Kakashi's chakra."

"No, there shouldn't," Naruto replied as he drew his sword and readied it, his bright blue eyes scanning the forest and the canopy. "Alright, Sakura, you take up the rear behind us. We'll engage whoever this is head-on, and you provide support and crowd control."

"Got it." Sakura nodded as she scanned the dark forest in front of her.

There was a tense silence for a few seconds, and Naruto couldn't hear anything at all. The forest had gone completely silent. There were no bugs or birds and no shuffling of the branches in the winds. Naruto felt his mouth go dry as he gripped his sword tighter.

Suddenly a giant snake the size of a house burst from the trees to the right. Naruto turned his eyes wide as the snake slithered past Sakura and Sasuke with ease and went straight for Naruto. Naruto jumped to avoid the decisive strike from the snake and backflipped into the trees. He tried to keep his eyes on Sasuke and Sakura but couldn't as the snake reared back to snap again.

'Whoever this is, they're trying to split us up. They don't want to fight us together. Why? Who would know enough to split me from the group?' Naruto jumped into a back handspring and infused chakra into his arms. As he spun in the air, his wrist was grabbed, and he felt himself get thrown higher into the trees. Naruto looked down just as the snake sank its teeth into a water clone that fell apart in its mouth. Infusing his sword with chakra, a loud whistling howl filled the forest air.

"One Dozen Howling Blades!" Naruto shouted as he brought his sword down in several concurrent strikes. Wind chakra had engulfed his blade as the screeching howl from his jutsu filled his ears. The wind whipped up around him, violently shaking the tree nearby as he fell back down onto it. His chakra blade gave him what he needed for his jutsu. Using the blade as a mold, Naruto let that shape the chakra allowing him to focus on the transformation, refining it, and use the blade as a guide to aim the jutsu. Fixing two of its most glaring problems.

Naruto watched as the 12 gigantic blades of wind slice through branches thicker than most tree trunks effortlessly as they barreled down on the snake. The snake dodged several blades but moved where Naruto had predicted, and his final three slashes hit home. His attacks gouged out several chunks of scales and flesh leaving three wide-open wounds around the snake's head that a person as big as Jiraiya could easily fit in. Blood gushed from the wounds as the snake shuttered violently and fell down to the ground below with a loud bang that shook the ground. Dead.

Naruto jumped onto a branch closest to him and turned to try and get a visual of Sasuke and Sakura, but he couldn't. 'Where are you?' Naruto asked himself as he kept looking.

Then something launched itself at him from within the branch. It was a blur of black as it blitzed him so fast, he couldn't move. Whoever it was drove a fist into his diaphragm knocking the air out of him. Naruto gasped as he felt a hand come down on his wrist, breaking his grip on his sword and wrenching it from him. Just before, an open palm collided with his chin, forcing his head back up just as the figure spun and drove a foot into his chest. Naruto felt himself sail back into the trunk of the tree. He collided with it, and a shout of pain left his mouth as his head slammed into the hardwood. He collapsed, gasping for air, trying to collect his breath.

'How is this possible? How could there be a genin this strong here?' Naruto thought to himself. He was scrambling to catch his breath and straighten out as his world spun, and he saw stars in his vision. The back of his head and his spine felt like they were burning with pain. 'This is so overwhelming. It's like that one time when fighting Ero-sennin-' Naruto stopped thinking as his eyes widened in terror. He could feel chills run down his spine as his head burned in pain. Goosebumps covered his forearms as he finally got back on his feet. 'This power…and snakes on top of it….' Naruto lifted his head with a much effort as he could muster his eyes wide as he looked at the figure standing in front of him. Pure terror filled his body as he stared at her or, more accurately him.

It was the Kusa-nin with the long black hair and severe features. He was holding Naruto's sword in his hand, examining it almost lovingly. "This is quite a piece of history you have here, Naruto-kun." He crooned softly as he looked up at him with a deadly half-smile. "Such a beautiful piece from a place long forgotten by history."

"Not by me," Naruto snapped at him. He couldn't help himself as he stared at him, his shoulders slumped. Naruto straightened out finally with much effort and squared his shoulders.

"I don't know if I expected more or less from Jiraiya-kun's apprentice." He let out a laugh as he looked Naruto up and down.

"Orochimaru," Naruto said as he stared at the figure in front of him. Orochimaru grinned and gave no other reaction as he moved his arm over the branch they were standing on and let the sword fall in his hand, so the blade was pointing down towards the ground and released it. There was a silence before Naruto heard the thud of his blade colliding with the ground below.

"Clever boy," Orochimaru said as he seemed to glide towards Naruto with a smile on his stolen face. "Young, strong, and clever. You'd make a great body for me if it wasn't for that thing inside of you." Orochimaru stopped a few feet away from Naruto. Sneering at him as he looked over the boy.

"I don't know which would be worse." Naruto looked around and tried to get eyes on Sasuke and Sakura. 'We have no chance in hell here. I don't even know why we're not already dead. Why is he here?'

"Don't worry about your team. They're dealing with me as well right now." Orochimaru said as he rubbed his fingernails on his shirt carelessly.

'One of them must be a clone,' Naruto thought as he looked at him and tried to gauge if he was facing a clone or not. 'I might be able to survive fighting a clone and maybe even get to Sasuke and Sakura.'

"Which one are you facing, Naruto-kun?" Orochimaru said as he turned his head farther to the left than what should be possible. "Am I the real one? Or the clone? Could you even beat a clone?"

'What does he want? Or is it she? I can't tell right now.' Naruto eyed him as he slid a foot back, preparing for anything. 'Is he trying to kill me to get back at Ero-sennin? Is he after the Kyuubi?' Naruto's eyes drifted back towards the ground.

"You'd make a great body for me…."

'He wants Sasuke!' Naruto's eyes widened as he looked back down towards the ground, his heart racing. 'They can't beat him, and neither can I, but maybe I can hold him off while they run; I might survive whatever he does to me.' Naruto resisted the urge to touch his stomach as he thought about the last part. 'I can't believe this is happening, god damn it.'

"My master will kill you for this," Naruto snapped as he looked back at Orochimaru, his face hard as steel. "You've crossed a line this time attacking his student like this." 'I need to think of something now. Come one, come on….'

"Please, if Jiraiya-kun wanted me dead, he'd have done it years ago. If he could, that is." Orochimaru grinned as he lowered himself into a fighting stance; his arms were wide and open. "I see you want to fight. You're like your father; he didn't know when he was outmatched either. Obviously, by your condition."

Naruto snarled as he pumped chakra into his legs and rushed forward. He was a yellow blur as he rushed at Orochimaru. Naruto felt his fist connect with the other nin's arm as he blocked. They exchanged blows for a few seconds, Orochimaru grinning the whole time. 'It's a game to him,' Naruto thought as he stopped each punch and kicked effortlessly. Naruto was giving it all he had, and he couldn't even hit him.

Orochimaru's moves were fluid and fast. He danced around each blow with complete ease like he was fighting a toddler. His body bent and contorted in abnormal ways as he blocked and dodged with ease. Naruto launched a kick at his head only for her neck to stretch, and his head turned to the side to avoid the kick making a u-shaped bend in his neck. His arm quickly lashed out, bending under Naruto's block and extending to hit him in the face.

As Naruto flew back from the force of the hit, a dark green snake forced itself out of the skin of Orochimaru's arm like it was slithering out from a large pore and struck at Naruto its fangs sinking into the exposed flesh on between his forearm and chainmail shirt not covered by the bandages. Naruto let out a shout as he rolled onto the ground and jumped back to his feet.

'It doesn't matter if it's poisonous; the Kyuubi will take care of that,' Naruto thought as he took a few steps back. Orochimaru's arm retracted back into place as the snake sunk back into his skin. He stood there, his eyebrows raised as if waiting for him to make the next move. 'He's distracting me; he knows if I was down there, I might be able to stop him.' Naruto licked his lips as he tried to come up with something. 'I need to figure out if this is the clone or not.'

Naruto crossed his fingers, and five clones appeared around him. "I'm going to end this," Naruto said harshly as they rushed forward. It wasn't like when he fought Kakashi. Each clone was precise with each strike. There was a formation between them; it was like watching a symphony. One clone lashed out with a kick, and as Orochimaru dodged, two crouched to sweep the legs. Orochimaru jumped up, avoiding it. Regardless of how coordinated they were, each playing off the other, Orochimaru still danced around them effortlessly.

"Wind Style: Gale Palm!" Two clones on either side of Orochimaru expended their chakra as they held their hands out, blasting wind at him.

Orochimaru grinned widely as several snakes launched out from his arms, each attaching to one of the clones. They disappeared instantly. Then Orochimaru reached up, and his tongue shot from his mouth and wrapped around a branch pulling him away from the dual air cannons that collided with each other with a large bang. The bark exploded, and the branch started to fall to the ground below.

Orochimaru looked down with a grin as he sucked his tongue back into his mouth. 'This boy is really is Jiraiya's heir. Maybe I should kill him here and now just in case.' He was brought from his thoughts as he turned to see the actual Naruto several feet above him.

"Water Style: Dragon Bullet!" A large pillar of water exploded from Naruto's mouth. It quickly took on the shape of a raging dragon as it shot at Orochimaru with tremendous speed.

Orochimaru's eyes widened a bit in shock as he jumped away. 'He's making the water himself!' The dragon changed direction and crashed through several large branches chasing him. Orochimaru reached out with his chakra searching and then smirked.

The giant water dragon crashed into Orochimaru. The ninja was forced against the trunk of a tree as the weight of the water barreled into him. The force of the jutsu was so strong that the tree itself started to crack. Eventually, the water forced itself through the tree, destroying the top half. Naruto watched as the top of the giant tree fell through the air and through all the other branches, destroying them. It landed on the ground with a loud bang shaking the entire forest.

Naruto landed on a branch panting as he stared at Orochimaru's broken body, waiting to see if it disappeared. The body started to bubble and sway as it turned into a large pile of mud that began to seep and fall apart. Naruto let out a sigh of relief and resisted the urge to slump over. Then the air around him shifted dramatically. A foot collided with his chin, snapping his head back.

"Not bad at all for a child!" Orochimaru shouted with a grin. He rushed forward, blows rained down on Naruto all around him. Each blow came with another snake bite; he could feel their fangs sinking into his flesh through the small rings of his chainmail shirt. He couldn't comprehend what was happening; it was so fast. All he could feel was pain and hopelessness as each blow came right after another. It was all he could do to survive as he stepped back, trying to block and dodge as many of them as he could. Orochimaru's limbs would just contort and bend around him every time he tried. Naruto reached back and pulled a kunai from his holster.

Orochimaru watched as the boy pulled a kunai and then smiled as he saw something he didn't expect. The formula for an explosive tag seemed to appear on the wrap of his kunai handle from nowhere. 'The boy can apply seals with just a touch!'

Naruto applied the explosive formula and threw the kunai down in Infront of them. It exploded, immediately destroying the branch. Naruto watched as Orochimaru jumped back with ease, smirking down at him. Naruto's body fell through the air like a rad doll. Pulling out another kunai, he applied another formula and threw it. Crossing his fingers, there were several dozen pops as copies of the kunai rained down from the sky. They embedded themselves into the trees and branches below. Then started to explode.

'He's risking death just to get away from me.' Orochimaru thought as he looked down at the several dozen small fiery explosions the boy was hiding in as he fell to the ground.

Naruto landed on the ground, his head spinning and his vision blurry. The smell of smoke was thick as he tried to steady his breathing. If he breathed too much now, he'd choke to death. Several small fires burned above him. Turning, Naruto got on his knees and then groaned onto all fours.

He stumbled as he got up and caught himself. He could feel blood running down his face and neck. Reaching up, he touched his ears which were ringing loudly. He could feel warm wet blood on his fingertips. He could feel the nape of his neck burning and the smell of charred plastic. Reaching up, he pulled off his vest and threw it to the ground. The back was on fire and burning, melting the fibers and other layers in the vest.

'He's going to come after me.' Naruto thought as he stumbled and leaned against a tree. He had plenty of chakra left, but his body was in no shape to keep fighting. He couldn't heal fast enough. 'I could use that technique….' Naruto shook his head as he cleared the thought. 'Then I wouldn't have any chakra left. If I'm going to use all my chakra, I need to make it count.'

As the fires died down, Orochimaru grinned as he leaped from the branch. He fell almost 100 feet before he landed on the ground without issue. As he landed, he looked around to see Naruto leaning against a tree painting. He was in horrible shape. Blood was streaming out of both ears and running down his arms and torso from the hundreds of snake bites dotting his body. His left eye was swollen shut, and his bottom lip was swollen and bleeding.

"I'm guessing this is the first time you've felt defeat like this," Orochimaru said as he crossed his arms. "You're stronger than any chunin I've ever faced, let alone a genin. Come with me, and you'll never have to be defeated like this ever again." 'If I can get him to come with me….an Uzumaki and one with a demon in them at that.'

"Fuck you," Naruto spat towards the ground as he looked up through his furrowed brows to glare at Orochimaru.

"Sasuke will seek me out eventually, and you can join him. I can teach you both things you've never even dreamed of." Orochimaru's eyes drifted towards the sword sticking out of the dirt a few feet away from him. "I can even help you rebuild Uzushio." He watched Naruto's eyes dart to the sword and back at him. "That's what you want, isn't it. That's why you carry that around and use fuuinjutsu like that. You can do even more than that, can't you?" Orochimaru let out a low shudder-inducing laugh. "I have another Uzumaki with me at one of my compounds. You can learn from each other and even rebuild your clan."

Naruto's head snapped up. 'Another Uzumaki?' He stared at Orochimaru in surprise. Orochimaru let out another low laugh.

"I see I have your attention," he cooed as he looked at Naruto with a smile.

"No," Naruto said between labored breaths. "It's just a reason for me to kill you." Then Naruto bolted towards Orochimaru and lashed out with a fist.

A giant snake shot out from Orochimaru's arm, wrapping itself around the blond and lifting him up. "I'm tired of these theatrics." Orochimaru was no longer crooning or teasing. His voice was low, with an edge sharp enough to cut steel. "Unfortunately, your strong enough that one day you might be able to fulfill that threat. So, I'm going to have to kill you now before you can." The snake pulled Naruto in, and a giant snake shot out of Orochimaru's mouth. The snake opened its mouth, and a long blade sprang out from inside its body. The blade pierced through Naruto's mouth and out through the top of his skull.

The snakes retracted back into Orochimaru's body, and Naruto's body dropped with a thud. Naruto looked at it with an almost disappointed look. "Too bad you didn't come with me, child." Then Orochimaru frowned as he felt the body shift slightly on the ground. Then his eyes widened in shock.

'A clone that can take that kind of damage!' The clone then glowed bright green and exploded with a thunderous bang that was heard all the way back in the village. A large dome of wind-enhanced chakra spread out from the body, destroying anything and everything its path for 2,000 feet. Trees were shredded, and the earth was torn up, leaving a significant creator where the body had been.

Naruto watched the path of destruction kneeling next to a large tree. He watched as Orochimaru's body was eviscerated entirely before it disappeared in a cloud of smoke. It had been a shadow clone the whole time. Naruto pressed his forehead against the tree and resisted the urge to scream.

'All that just to get rid of a shadow clone,' Naruto thought as he sunk down onto his knees. He'd used all of his remaining chakra to create a wind clone powerful enough to destroy him. Getting up with a shuddering moan Naruto stumbled through the destruction to his sword still sitting there embedded into the ground. Naruto wrapped his hand around the hilt and pulled it out of the earth. 'Even that wouldn't have been enough to kill the real one.' Naruto could feel the Kyuubi's chakra leaking into his central chakra system, trying to replenish his reserves, but it wouldn't be quick enough. He had to go now. 'Sasuke and Sakura are fighting the real Orochimaru. IF they're still alive, that is.'


'What the hell is that!' Sasuke thought as the large snaked plowed through the ground and effortlessly avoided him and Sakura. It went straight for Naruto, forcing him to jump through the trees to avoid its bite. Sasuke watched as Naruto created a water clone and threw himself even higher. The snake plowed through the trees chasing after Naruto. Sasuke moved to follow the snake but stopped. His eyes darted forward to see the same woman from the beginning of the exam staring at him. She was grinning widely at him just like before.

'Is she the one attacking us?' Sasuke thought as he stared at her; he shifted his stance and got ready for any incoming attacks.

"Shouldn't one of us go after Naruto?" Sakura asked as she looked between the woman and into the trees where Naruto had disappeared to. 'Naruto can handle that snake, right?' Sakura asked herself as she licked her lips.

"No," Sasuke said firmly as he stared at the Kusa-nin. "He can handle the snake. There's something off about her." Sasuke nodded at the ninja in front of him.

"Hello, Sasuke-kun," the ninja said in a low soft voice. It sounded almost sweet in a sinister, sick way that made his skin crawl. "I've been waiting a very long time to meet you."

"Funny," Sasuke said as he brought up his arms. "I have no idea who you are." 'We're going to have to be careful here.'

"It doesn't matter." She said as her smile widened and she opened her eyes. "All that matters is that I want to see exactly how strong you are."

"Are you sure about that?" Sasuke asked as he kept his eyes locked on her. He felt his muscles tense as she cocked her head at him. Then suddenly, his vision went red, and several hundred kunai came at him and Sakura. He felt his Sharingan burn as the illusion faded before they hit. "It's a genjutsu Sakura!" Sasuke shouted at her. She was standing behind him, eyes wide, sweat beading on her forehead. Her whole body seemed to be trembling.

"Amazing. Your Sharingan saw through it almost instantly." She smiled widely. "However, Itachi never would have seen such a basic genjutsu, to begin with."

Sasuke froze as he heard his brother's name. He pulled his eyes away from Sakura and glared at the woman in front of him. "You know Itachi?"

"I've run into him once or twice." She said as she licked her lips. 'So that's it then, Itachi seems to make this boy tick.'

"You're not just some genin then," Sasuke said as he tensed his muscles. His Sharingan was spinning as he looked at her.

"No, I'm not." Then she reached back and pulled out several shuriken. She threw them at him and Sakura effortlessly.

Sasuke saw the move before she made it, and his shuriken met hers in the air with a loud clang. Turning, Sasuke darted towards Sakura and picked her up. Jumping, Sasuke made his way into the trees they were standing in front of. He pushed his chakra through Sakura's body, releasing the genjutsu. 'Whoever this is, they're a monster, and we need to focus on surviving.' Sasuke thought to himself.

Sakura jumped as she was suddenly in the air in Sasuke's arms. She twisted fell out before landing on a branch. Sasuke stopped and landed on the branch above hers. "I couldn't get out of it. No matter how hard I tried." Sakura said breathlessly as she looked up at him. For a second, she saw his kunai-riddled body that had been in the genjutsu before it faded. "I've never been stuck in a genjutsu like that. Not even Kakashi-sensei's."

"There's something dangerous about her. She's not just a genin." Sasuke said as his eyes scanned the dense trees looking for her. "We can't let our guard down. She separated us from Naruto for a reason. Somehow she knows who we are and what we're capable of or has some kind of estimation at least."

"Not exactly!" The low, almost sultry voice rang from above. Sasuke's eyes were on her immediately. He rolled away from a kick and jumped back to keep space between them. She was fast…faster than that green spandex-wearing ninja. If he let her get too close to him, the fight would be over instantly. His body wouldn't be able to keep up.

"I know you're the one of the last Uchiha, and the blond boy is Jiraiya-kun's little student." She laughed as she stared at Sasuke's shocked expression. "I did split you up for a reason, though. Jiraiya-kun's last student was pretty strong and had some nasty tricks up his sleeve. I don't know if your little blond friend knew them or not. Either way, my clone should kill the brat."

"I doubt you'll be able to beat Naruto!" Sakura shouted from below. "Someone like you has no chance against him!" Sakura let out a shout as she launched a fist at the trunk of the tree they were standing on. The effect was instant. The colossal tree trunk, as thick as a stone building, cracked with a loud bang.

'She knows Tsunade's taijutsu technique!?' Orochimaru thought as he flipped through the air before the tree collapsed on him. 'How did she learn that? Does the blond brat know it too?'

Sakura jumped over to the next tree and ran up the trunk past Sasuke. She jumped up onto another branch, ready to back Sasuke up.

Sasuke watched as the woman landed at the end of the branch he was standing on and then darted forward towards Sasuke. He could see all the moves she was going to make before she made them. She seemed to have slowed down since she attacked Sasuke before. 'Why is she slowing down?' Sasuke was able to dodge each blow with ease.

Sasuke ducked over a fist and sidestepped a kick. Her leg detached at the knee and launched itself forward. Sasuke bent his waist, avoiding it. Then he spun around to get out of her line of sight. He stepped back and jumped up.

"Lightning Style: Thunderclap Arrow!" Sasuke's hands were charged with lighting. Throwing them forward, several bolts of lightning shot towards the Kusa ninja,

"Wind Style: Gale Palm!" Orochimaru stuck his hands out, and a blast of wind shot from it. It overwhelmed the lightning, disabling it and causing it to fizzle out. Then Orochimaru ran through several more hand seals. "Wind Style: Great Breakthrough!" Orochimaru inhaled sharply and exhaled.

"Wind Style: Great Breakthrough!" Sasuke shouted as he copied Orochimaru's jutsu. They met in the air and exploded. High-speed winds knocked Sasuke back and destroyed several thick branches. Sasuke braced himself for impact but didn't feel anything.

Sakura jumped up and caught Sasuke in her arms with ease. She jumped through several more branches to create distance between them and the Kusa ninja. Sakura moved Sasuke and let him fall through her arms, holding onto his wrist. She set Sasuke down onto a branch and jumped up to a higher one. Then she turned and caught sight of the ninja coming after then. Snarling, Sakura pumped her legs full of chakra and jumped.

"You want to play?" Orochimaru asked as Sakura descended on him. He dodged her punch with ease. 'Her technique isn't nearly as refined as Tsunade's, but the fact she's been able to recreate it isn't a small feat.' Sakura launched a kick at Orochimaru, who ducked and let out a laugh. He contorted his body and elongated his torso. Just as her other foot hit the tree, creating several large cracks, Orochimaru stretched over the girl and brought his hands down in between her shoulders.

Sakura shouted as she felt the blow land between her shoulders. She turned her body fist, spinning intending to hit the ninja. She watched as the woman smiled at her and quickly contorted her body to avoid the fist. Several snakes shot from her arm and latched onto Sakura's arm. She let out a shout as she used her strength to jump back, ripping the snake's fangs from her skin. She could feel the warm blood running down her arm.

"Earth Style: Great Mud River!" Sakura placed a hand against the tree behind her, and the whole top half and branches turned into mud. The mud fell all around them, landing on the branches in thick piles. 'Now I have something to work with.'

"Fire Style: Holy Phoenix Flower!" Almost a dozen fireballs fell down from the sky. Sasuke was flipping through the air, firing them between Sakura and Orochimaru. Orochimaru quickly changed course jumped around each one as they landed right where he'd been standing before.

"Earth Style: Dragon Bullet!" A large dragon head made of mud bursts forth from one of the piles of mud and shot several compact balls of dirt at Orochimaru.

Orochimaru danced around them as each ball of mud missed him just like with the fireballs. They slammed into the trees behind him, shattering the bark. He landed with a light thud and stared at the two ninjas. "Playtime is over, little girl." Orochimaru disappeared from sight.

Sasuke's eyes darted around as he tried to track the blur. Orochimaru appeared in front of Sakura and lashed out. His hand drove themselves into her stomach and chest with quick rapid blows. He saw what was going to happen before it did. Sasuke dived off the branch just as Orochimaru spun and kicked Sakura in the face with a sick thud.

Her body was flung from the branch like a rag doll. Sasuke drew a kunai with ninja wire attached to it and threw it. It flew through the air and embedded itself into a tree. He felt the wire go taut as he swung in the air, seemingly going nowhere. However, Sakura fell into arms at the apex of his swing, and her body flopped around limply as he caught her. Sasuke landed on a branch and set her down. Her right cheek was already swollen, and her mouth was bleeding. Sasuke felt his arms shake as he looked down at her.

Reaching down, he laid a hand on her face gently as his nostrils flared with anger. He felt the air shift again. Jumping away, he turned and launched several lightning-infused shuriken above him. The blur that was Orochimaru twisted her body in the same ways as before, avoiding them. Sasuke landed and crossed his fingers. A second Sasuke appeared beside him. The blur landed between them with a loud thud, and they both took off instantly. Climbing opposite trees, they both jumped off their trunks and into the air. They threw several shuriken down at Orochimaru.

"Missed," Orochimaru said with a smirk. 'Come one, boy! Impress me!' There was an ear-shattering explosion in the distance, and Orochimaru stood still for a moment; his eyes narrowed and then turned towards it in surprise.

"Did I?" Sasuke asked as he and his clone drew two kunai each and threw them. Sasuke tried to ignore the explosion as he briefly worried about Naruto. The kunai met the shuriken in the air, turning them suddenly. They flew wide of Orochimaru, who lifted an eyebrow. Then it happened. They pulled on invisible ninja wired, and suddenly the shuriken jerked back towards Orochimaru. They curved around him, wrapping him in the wire.

Sasuke and his clone pulled on the taut wire and fell down through the air. Orochimaru was pulled tightly and felt himself get pulled down against the branch he was standing on. When Sasuke and his clone landed on the ground floor, they quickly ran through several hand seals.

"Fire Style: Great Dragon Fire!" Both Sasuke's called out as they molded the chakra in their lungs and exhaled above them. Two large fiery dragon heads shot out of their mouths and spun around each other as they sored into the air. Both opened their giant mouths and snapped them shut over Orochimaru in a sizeable fiery explosion.

Orochimaru felt the heat bearing down on him from below. He reached out for a clone and found none. He didn't have time to search for another substitute. The twin dragon heads bared down on him and exploded in a large pillar of fire. Orochimaru screamed as he felt the flesh wrapped around his body burn.

Sasuke's clone disappeared with a pop as it ran out of chakra. Sasuke felt his eyes burning his body tried to sustain them. 'I can't lose them right now.' Sasuke jumped back as the smoldering ninja dropped to the ground right below him. Sasuke sat there breathing heavily; he barely had any chakra left to fight. His eyes widened in shock as the smoldering body got up. He felt his stomach turn at what he saw.

Orochimaru was standing there smiling through melted skin. The tan skin wrapped around his face was bubbling and sliding down in thick charred clumps. He let out a low sadistic chuckle as he reached up and grabbed the skin, and pulled the rest of it off his face. Sasuke's eyes widened in shock. A man with wide angular features was behind the skin. He had snow-white skin and purple lines that went from just above his nostrils and over the top of his eyes just below his eyebrows. His eyes were dark yellow and had slits for pupils.

Sasuke looked and saw the other exposed skin sliding off the man's features. Then his body shuttered and shook for several seconds. Then two arms shot out his mouth. Sasuke watched in disgust as the arms stretched out the mouth and the rest of the body seemed to deflate and become slack. The arms pulled the mouth back, and the rest of the body fell around him like a loose-fitting body suit crumpled at his feet.

"You three are stronger than I thought you'd be. You were even able to catch me off guard." Orochimaru said with a tight smile. "Your eyes are amazing. I haven't seen a Sharingan with so much potential before. You'll make for a good body for me one day." Orochimaru stretched as he gently kicked the skin aside casually.

"Yeah, I don't know what that means, but that's not going to happen," Sasuke said as he lowered himself into a taijutsu stance. "You still have to fight Naruto."

"Naruto's already done," Orochimaru said with a chuckle. "It took him everything he had to just to beat my shadow clone. Even if he was at full strength, killing him would be as easy as swatting a fly if I really wanted to." Orochimaru made a quick hand seal Sasuke wasn't familiar with. "I'll spare your pink-haired friend, though!" Orochimaru shouted as his neck shot up. Sasuke's Sharingan spun, and he jumped back quickly. Orochimaru's neck shot forward faster than Sasuke could dodge, and it didn't seem to matter how much distance he had. Orochimaru opened his mouth and his canines extended into snake-like fangs.


Naruto landed on a branch as sat down for a second as the world spun around him. He could see Sasuke and Orochimaru fighting. Sasuke had wrapped him in ninja wire and pulled him down onto a branch.

'He's holding back even more than he was with me.' Naruto thought as he watched as Sasuke and his clone landed on the ground and fired off the same jutsu he'd used against him.

'That isn't going to do shit,' Naruto laid his head against the trunk and gritted his teeth. 'There's only one way we survive this…Hopefully, the chakra will alert the Hokage.' Naruto closed his eyes and took a deep breath.

Naruto was instantly in the dark. He could feel water seeping into his sandals as he stood there in the darkness. Naruto walked forward, his legs dragging the water, making loud splashing noises. He could feel the water moving around him; as he got closer, a light seemed to enter the room, casting it in deep shadows. Naruto was in a bare room with grey walls with several pipes running around the walls.

Against the far side of the room was two large ornate metal door. The doors had several large bars running through them. Inside the room, through the bars, was a large mass of shadows sitting there, breathing slowly. In the center where the two doors met was a large piece of paper with the character for seal on it. Naruto approached the door and stood in front of it, letting out a deep sigh.

"I need your help," Naruto said softly. "I'm out of chakra, and my team is in danger."

"How is that my problem?" A deep gravelly voice boomed from within the cage. "I can care less what happens to you humans. Especially any you care about."

"You know I don't want to be here anymore than you want me to be," Naruto replied as he looked into the cage. He could see the shadow of a giant creature curled up in a ball lying down. It opened one large eye and looked at him. Naruto stared into the bright red slitted eye without flinching. "I wouldn't come to you unless it was an absolute last resort. As soon as he's done with my friends, he'll come for me. You saw him try to kill me. You know what happens to you if that happens."

"Hmph," The beast groaned as he closed his eye. "Run then if you really care. What's a few decades waiting to be reincarnated to me."

"You know I hate using your power. Probably more than you hate giving it to me. I just need enough for them to get out alive and alert the village." The Kyuubi didn't respond and just turned his head further away from Naruto. "Please," Naruto whispered as he pressed his forehead into the gate.

"Fine," the Kyuubi snapped. "Only because your pathetic begging has entertained me. You know you might not need my power if you'd just use his." The Kyuubi let out a loud laugh as dark red charka leaked from him and into the water. "Which of us do you hate more! Here you are begging for my power! Must not be me!" The Kyuubi shouted, laughing between each statement.

Dark orange chakra flowed through the water and out of the barred doors. It reached Naruto, and he felt it instantly. Pure power and rage-filled his body as it crawled up his legs and enveloped his body. 'Don't forget who you are. You're Uzumaki Naruto. You're going to save your friends and become Uzukage.' Naruto clenched his teeth as he was filled with rage and hatred. Soon his whole body was glowing with power.


Just as Orochimaru was about to reach Sasuke, a large fuma shuriken fell from the sky. It was covered in wind chakra and blew a large trench in between Orochimaru and Sasuke. One of the shuriken's blades was embedded in the earth in the ditch it left. Orochimaru retracted his head and snarled as a black and orange blur landed on a blade sticking out of the ground.

Sasuke watched his eyes wide as Naruto landed on one of the blades sticking out of the ground. A thick veil of orange chakra had enveloped his body. Naruto turned and locked eyes with Sasuke. His typically blue eyes were bright red with slitted pupils. His canines were extended and sharper. The three marks on his cheeks were more profound and darker.

"Get Sakura and run!" Naruto shouted at Sasuke. "We can't beat this guy!"

"What about you!?" Sasuke shouted back as he stared at the blond. "What are you going to do?"

"I'll try and hold him back, but you need to go! He's after you!" Naruto turned away and stared at Orochimaru with red eyes. The orange cloak seemed to get thicker and more condensed as it took on the shape of a large fox over Naruto. Sasuke watched as several puncture wounds all over Naruto's body seemed to close while giving off steam. Sasuke watched as steam also escaped Naruto's blood-stained ears.

Sasuke grunted as he looked between them and then disappeared.

Orochimaru took off to chase Sasuke, but it didn't matter. Naruto appeared in front of him instantly. Raising an arm, Naruto let out a roar. He brought his arm down, and the chakra around his arm flew at Orochimaru. A large claw formed at the end of the chakra as it sped at the other ninja. Orochimaru snarled and jumped back, dodging the claw as it landed on the ground tearing up the earth. It quickly changed its direction and shot off in the air. Orochimaru's body twisted into an S-shape avoiding the attack, but Naruto was already on him. Naruto landed a punch on the surprised ninja's jaw, burning his skin and sending him flying back like a bullet.

Naruto landed on all fours and roared again as a second tail appeared behind him. Naruto shot off towards the other ninja leaving a trail of smoldering earth. Orochimaru sneered as he ran through several hand seals.

"Water Style: Exploding Water Colliding Wave," Orochimaru said calmly as he opened his mouth and a flood of water exploded from it. The water bore down in the form of a large wave knocking Naruto back as it overwhelmed him and flooded the area.

Naruto spun in the water as it crashed over him, filling the forest with enough water to fill a decent-sized pond. Naruto screamed as his chakra pulsed, blowing the water above him out. Naruto blasted out of the water and looked around. Orochimaru was riding a wave towards him. Orochimaru jumped, and a large snake shot from his mouth towards Naruto. The snake opened its mouth, and a long blade extended from it just like before. Naruto held out his hands, and his chakra shot out towards the snake. The claws swerved around the blade, turning and twisting, wrapping themselves around the snake.

The snake instantly turned to ash, and the blade fell from its body. Orochimaru spit the remainder of the snake out before it burned him as well. Rushing forward, he scooped up the sword, and his torso stretched. He twisted to avoid the demonic chakra with the blade in his hand and plunged the sword into Naruto's shoulder. Orochimaru stuck his face in Naruto's and smirked. Opening his mouth, another large snake shot forward and locked its jaws around Naruto's neck. It immediately started to burn, but Orochimaru only needed a second.

Naruto watched and snarled as two more chakra hands blasted from his shoulder and wrapped around the snake tearing it apart. The rest of the snake burned apart as Naruto fell with the sword still in his shoulder from the air. Orochimaru turned and barreled down on him, his torso still extended his legs on the ground yards away. Two snakes shot from his left arm and wrapped themselves around Naruto's torso. One of them slithered up his chain mail shirt pulling up as it burned.

" Five Elements Seal." Orochimaru's fingers on his right hand were alight with purple flame. He slammed his hand over Naruto's seal. The effect was almost instantaneous as the Kyuubi's chakra disappeared utterly. Orochimaru pulled his smoking fingers back. His torso retracted as Naruto's body landed in the shallow water with a splash. Orochimaru watched the boy for a second and then smiled. He was unconscious and completely out of chakra.

The fight had barely been a minute, but long enough that Sasuke was probably long gone. Orochimaru strode forward and pulled his sword out of Naruto's shoulder, and flicked it. Blood dotted the water, and he sneered. "Time for you die, brat," Orochimaru said with an edge in his voice. Raising his sword, he was about to bring it down on Naruto when he felt the air shift.

Orochimaru jumped back a giant fireball soared past his head. He looked back towards Naruto to seen Jiraiya and Kakashi standing on either side of him.

"You've gone too far this time," Jiraiya said as he glared at Orochimaru. "Going after our students! Trying to kill my godson!" Jiraiya's voice was filled with barely contained rage as he took a step towards Orochimaru. "I'm going to kill you this time, Orochimaru." Jiraiya tensed his muscles as he stared down at his former teammate and friend. Jiraiya stuck his thumb in his mouth and bit down hard, drawing blood.

Orochimaru looked between Jiraiya and Kakashi and smiled. 'I might be able to beat them both, but it wouldn't be worth it. Sensei probably isn't far behind.' He let out a low chuckle and shrugged his shoulders. "I guess I'll have to kill Minato's little brat another day. As for Sasuke-kun, I'm sure I'll be seeing him again soon." Orochimaru slowly sank into the water and into the earth, disappearing.

A/N: Tonights a double feature. Couldn't really sleep, so I edited this real quick and threw it hope. Hopefully, there aren't a whole bunch of errors since It late, and I'm excited to post this chapter. I might have missed some things.

Please feel free to leave a review!