Double post in one day! This is chapter 17. Make sure you've read chapter 16 as they're being posted only an hour or so apart. This ones all action so if that's what you've been waiting for, you're in luck! Enjoy!

Naruto's heart was pounding in his ears. His lungs burned as he sucked in oxygen. He had a horrible feeling in his gut as he leapt from tree to tree at max speed. His feet were on autopilot as he scanned the forest for his teammates. Where the hell were they?

The giant snake that separated him from his team had come out of nowhere. One spike of chakra from behind him and all the sudden he was being driven away from his two best friends. It was the snake that was the source of the feeling in his gut.

They were surprised when Anko broke through the window saying she was the second proctor. They were even more surprised when she announced it would be in the forest of death. Surely it was going to be a breeze. After all, there were few in the village that had spent more time in Training Ground 44 than team 7.

They'd discovered a team from Rain that must've been at the gate directly next to them, and secured their second scroll easily. They could have made their way to the tower immediately, but no, he just had to run his mouth.

"This is a cakewalk" he'd said. "We should make sure the other Leaf team's are doing okay" he'd argued. His team had followed his lead, as they often did. Look where it'd brought them.

The bad feeling grew as he got closer to them, his sensory abilities honing in on two chakra signatures that felt so natural to them they might have been his own. And one massive one. That chakra was foul. So foul it made him feel sick to his stomach in a whole different way.

He skipped pass several more massive trees and saw them. A thin grass genin, or jonin, if the chakra signature was anything to go by, was facing off with them. Sasuke's leg was bleeding, and Hinata's sleeves were all torn up and bloody. Most importantly, the grass nin looked completely unharmed. If this were a normal enemy, he would be surprised. He was confident that either one of his teammates could take out everybody in the exams with the exception of maybe Gaara. It looked like the grass nin was speaking to them, so Naruto took the time to run through a few hand signs to prepare a jutsu. He summoned a toad and explained his plan, and then got ready to make his move.

…

Sasuke hadn't felt scared in a long time. 4 years, 6 months, and 23 days to be exact. He tried not to think about that night, even tried not to keep track of the days. He couldn't put it out of his head though. The night his family was murdered would always be the most defining moment in his life.

It wasn't the same feeling as then, but it was the closest he felt he'd get. The chakra radiating from their enemy wasn't right. He'd been paralyzed by it. It was worse than Zabuza's and it really wasn't even close.

He'd broken out of the daze, much to the enemy's surprise, with a kunai to the leg. He grabbed Hinata and got out of there as fast as he could, but he couldn't seem to shake whoever it was that was after them. It didn't help that Naruto had been separated from them before the fight had even started.

He had given the escape all he had, but it was clear he wouldn't be able to shake their hunter. His options were to run and be hunted, or turn around and fight like hell. He and Hinata had unanimously agreed to fight without even discussing the situation.

The Grass jonin, because there's no way this ninja was even a chunin, let alone a genin, had carelessly joined them. Now they were standing across from each other, Sasuke and Hinata on one thick branch, the tall female ninja on the other.

There was an ominous cackle that began to build from her throat. The fact that her lips never moved from their grin sent a chill down his spine. He reactivated his sharingan, he'd turned it off while running to conserve chakra, and he swore he heard a moan coming from her.

Everything about her just felt… wrong.

"Sasuke-kun…" She let out a malicious giggle, like she couldn't hold it back. "I've been waiting to meet you."

"I don't know who you are and I don't care. Leave us alone. Freak." Sasuke responded. He did his best to keep the fear out of his voice. He wasn't sure he succeeded.

"Now now, is that any way to treat a superior?" She asked.

"We don't follow orders from Grass ninja." Hinata interjected, confused by what she meant.

"Oh ho ho." The ninja's voice dropped significantly, taking on an even more sinister tone. "But I'm not from Grass, little Hyuga princess. I'm from the Leaf" Hinata gasped slightly as the ninja seemed to tear part of her face off. Just enough was removed to reveal yellow eyes like a snake, and purple skin running along their nose. "In fact, I believe you've met my former teammate, Jiraiya."

"Orochimaru." Sasuke spat.

"Ah, I see my reputation precedes me." The sannin smirked.

"Yeah, we learn all about the disgraceful monsters who betray the village."

"Now now, don't be so testy with me, Sasuke-kun. You haven't even gotten to know me yet."

"And I never will."

There was no signal, no sign from Sasuke what was going to happen, just the subtle shift in air behind him. Orochimaru ducked, dodging the slash of a sword that would have separated his head casually.

"Oh? Are we joined by the jinchuuriki brat? I would've hoped that Jiraiya would have trained you better than that."

Naruto didn't say a word, just shifted from his attack, replanted his feet, and launched himself back at the traitorous Sannin. He raised the sword over his head with two hands, attempting to deliver a powerful blow. It was simple for the sannin to step inside his range quick as a snake. He delivered a blow to his stomach that could rupture organs.

The punch was powerful enough to splash the water the clone was made from all over the sannin. The water was sticky as syrup as it coated Orochimaru, restricting his movement. From behind him, Naruto leapt into the sky, letting loose several shuriken.

"Shuriken shadow clone jutsu!" He shouted, making the required hand sign. Six shuriken turned into 60, reigning down on Orochimaru from his spot stuck on the tree branch.

"Wind Release: Gale Palm!" Another Naruto shouted, using the jutsu to boost the shuriken to new speeds.

Sasuke's fireball cut in front of Naruto's jutsu, perfectly timed. The shuriken passed through it, catching fire as they did. The wind technique hit the flaming ball full force and pushed it down into Orochimaru, amplifying the technique several fold. The combination made a small explosion on the branch.

It took a few seconds for the smoke to clear. Naruto and Sasuke landed next to each other in that time. They were back to back, down in their stances, ready for anything. They weren't under the impression that the Sannin would be put down so easily.

There was a maniacal laugh to their side. Orochimaru was coming up out of a tree branch, using a jutsu to seemingly traverse the inside of it. "That was impressive, you two didn't think that would do it though, did you?"

They looked at each other, then back at him, and shook their heads. Naruto made his cross hand sign, summoning four more clones around them.

"More clones? Surely you don't think that will help?"

At that moment, Hinata struck. She came up behind him, using Naruto's jutsu as a cover for her movement, she'd used her Byakugan to track the Snake Sannin the whole time.

She struck three times, hoping to disable him. One juuken strike to both kidneys, and one to his right lung. He turned around, furiously trying to backhand her. She ducked underneath his strike, and put another chakra fueled strike into his other lung. The blow connected firmly, but she wasn't fast enough to recover. Orochimaru delivered a kick to her chest that sent her flying through the air.

"You insolent little brats—" He turned to glare at Sasuke and Naruto, only to find them missing. He was more alert now, after being surprised twice. He quickly located Naruto to his left, another above him, and a third leaping through the air to catch his Kunoichi teammate. That left Sasuke and one more clone. He looked to his right, and saw them on a branch higher up. They were both rearing back, chests bulging.

They launched their combination jutsu at him. It was the first one they ever learned, and they worked it to perfection. Naruto's toad oil bullet raced at Orochimaru, Sasuke's flame bullet doing the same. The jutsu collided mid air, merging with one another.

This time, the sannin was ready for it, and leapt backward onto another branch, completely dodging the jutsu and it's spreading flames. He immediately felt something wrap around his legs, and looked down to see two gold chains snaking their way up. His chakra felt suppressed, and he was unsurprised to see the chains leading back to the Uzumaki.

"Your mother's chakra chains huh?" He asked, casually flicking a kunai down. It struck the blond on the shoulder, causing him and his chains to dissipate into smoke.

"How dare you mention my mother." Naruto ground out.

"Oh?" He said, staring down the three members of team 7. "But she was such a fine… specimen." The sannin grinned.

Naruto's blood boiled. He felt the Kyuubi chakra stir within him. His nails broke through the skin of his palms, his blood dripped down his hand onto the tree. He'd never wanted to truly kill anyone at all before, and he was sure he'd never want to kill anyone more than right now.

"What do you want with us?" He forced himself to try and stay calm.

"As interesting as you are, I don't want anything with you, little Naruto-kun. And while your little Hyuga teammate interests me too, it's not her I'm after either. No, I'm here for Sasuke-kun. I wish to give him my… power." He shuddered as he let go of the last word.

Naruto was furious all over again. He whispered to his teammates. "Code red. Thirty seconds." Then he body flickered away.

"Oh Sasuke-kun, it looks like Naruto is abandoning you. It's too bad he didn't kill your little Kunoichi first, then he would be just like your brother. How is Itachi by the way?"

Sasuke's sharingan once again flashed red, and this time he wasn't concerned about conserving chakra. Hinata took his lead, Byakugan already primed and activated. She followed Sasuke's lead, and they both rushed after the sannin. The two of them weaved in and out of their attacks, Sasuke using a kunai to empower his strikes, Hinata wielding her chakra.

It was true that Naruto and Sasuke had unparalleled teamwork, even amongst the village that was famous for it. However, in the last months, Hinata had integrated into that as seamlessly as possible. She and Sasuke bobbed and weaved, covering for each other through each strike, counter, and block. It was the hardest they'd ever fought, the determination to buy Naruto his time pushing them to new limits.

Orochimaru fended them off without fail, and while he wasn't driven back, he had zero room to make a real counter attack. 20 more seconds.

Hinata zigged and zagged to try and throw off the Sannin's rhythm, and feinted a strike before leaping back. Sasuke's shuriken came spinning at him from two different angles. The snake turned sideways, allowing them to pass by the slimmest of margins. By the time he saw the ninja wire it was too late.

The metal wire wrapped around him, the momentum of the shuriken pulling it tight, causing him to buckle awkwardly against the tree. Before he could power through the wire, Sasuke sent a jutsu racing down it.

"Lightning Release: Thunderclap Arrow!" The lightning used the wire as a medium, and raced near instantly into Orochimaru's body. The Sannin's body convulsed while the electricity wreaked havoc on his system. Sasuke wasn't done yet though, he wanted more permanent damage.

"Fire Release:" 'I hope this works', he thought to himself. "Fire Dragon Flame Bullet!" He inhaled as much oxygen as he could, chest expanding until his lungs and ribs screamed in protest. He exhaled all the chakra that he could, igniting it as it left his mouth. The massive bullet engulfed everything in its path, slamming into Orochimaru and lighting him and the tree on fire. 3 seconds passed, then 5. Before 10 hit, They heard the cackling once more as the flames died out.

Sasuke stood there, panting. The effects of using so much chakra while keeping the sharingan active was wearing him out. He wasn't sure how much longer he could go. Then he saw Orochimaru's face melt off. It was a disgusting and inhuman display as the facade that he had been wearing completely melted off of him. His skin underneath was red and pink, burned from Sasuke's jutsu.

In the next instant, the sannin was regurgitating, mouth opened impossibly wide. Two hands grabbed his lips from the inside, and Hinata thought she was going to be sick. The hands were followed by a head with yellow eyes, and soon the rest of Orochimaru followed. He unfolded himself, steaming and covered in a disgusting liquid, and licked his lips as he stared down Sasuke.

"Kukuku." He laughed. "Sasuke-kun, your power is just… delightful." He shuddered again as he spoke, as if he couldn't contain his joy. "But I'm afraid it's nowhere near strong enough to contend with me. Let me show you true power." The sannin flared his chakra, and it was Sasuke's turn to think he was going to be sick.

The feeling coming from him was even worse than before, and even though he was more prepared for it this time, he found it extremely difficult to move.

Orochimaru flew at him, fist cocked back, and something inside Sasuke screamed at him to move, and so he did. His sharingan picked up the feint easily, and allowed him to dodge the kick that it set up. Orochimaru flowed smoothly into two more punches that he was able to dodge, but he wasn't able to escape the knee to his gut. A left hand hit him in the jaw, followed by an uppercut that sent him airborne onto his back.

Hinata broke out of her daze and charged, throwing her most powerful juuken attacks at her opponent. The snake man seemed to be made out of rubber as he dodged, body bending in impossible directions and angles as he did so. Another swift kick to her chest sat her down hard.

The sannin could only laugh at them. "Foolish children. This isn't even a fraction of my power. I haven't even used a single ninjutsu on you yet." Orochimaru said.

Sasuke winced from the pain in his head. He deactivated his sharingan. There was no use in wasting chakra now, he was almost out. He'd have enough for one last ditch effort, but nothing more after that.

Orochimaru put his hands in a strange seal the Uchiha prodigy had never seen before. It looked like a tiger seal, but his middle fingers were crossed over his index. "Allow me to share with you some of my power." He said.

Before he could make a move to use a jutsu though, there was an ominous, suffocating presence that overtook them. All three ninja seemed to freeze in their place as they looked off into the forest where it came from. Orochimaru smiled, having a strong idea what it was.

Suddenly, out of the woods like a bullet of fire, a red figure flew at the sannin. Orochimaru was knocked back off of his feet and the branch he was standing on. Standing in his place was a very angry looking Naruto. He was shrouded completely in red, bubbling chakra. Behind him swayed one tail, as if it had a mind of its own.

"Stay. Away. From. My. Team." He ground out through a clenched jaw. His voice was raspier and deeper. His hair had become more ragged, his whiskers had grown darker, teeth and nails longer. And his eyes… they had turned slitted and red. The tell tale signs of the influence of the Nine Tailed Fox and it's chakra.

"I see you've learned to use the power of your Demon. But will one measly tail make a difference? I think not." Orochimaru said.

Naruto growled in favor of returning the verbal spar. He launched himself at Orochimaru, forgoing his jutsu and weapons in favor of trying to swipe the Sannin's head clean off. The taijutsu spar that followed could only be described as ferocious.

Orochimaru blocked one powerful punch and decided that dodging would probably be the better way to go. He wove in and out, side to side, even corkscrewing his body at one point to dodge. Eventually, the Kyuubi enhanced punches caught up to him though, and he wore several fists to the face, and a claw swipe across his chest. Blood seeped from the claw marks, and he used his like tongue to lick it up, shuddering from the pleasure.

"You have so much potential, Naruto-kun. But I'm not here to see what you're capable of today, as fun as it's been." Orochimaru said. "Now, allow me to show you what I was going to show Sasuke. True power."

Once again, the snake summoner flared his chakra. The density of it seemed to weigh down the air itself. Naruto was protected from the effects of it inside the Nine Tails chakra though, and launched himself at Orochimaru yet again.

The sannin grinned as the jinchuuriki flew at him, and easily sidestepped his first punch, and his second and third. Naruto tried to roundhouse kick him in the head, only for it to be ducked. Orochimaru slithered around all his attacks, before finally unleashing his own. The kick to his chest was the hardest he'd ever received, and he felt several ribs break without resistance.

Even as he flew through the air, he felt his ribs heal. Before he could even land, Orochimaru was standing where he was projected to fall, and delivered a vicious punch to his face. The pain was there, but it was greatly dulled by the Nine Tails, even as he cratered into the ground below. He simply was outmatched in taijutsu, and even through his building anger he could see that.

As the sannin descended on him like a fallen angel, he ran through hand signs. He wasn't coherent enough to shout, or even whisper the name, but in his mind there was nothing but the shout of the jutsu name..

'Wind Release: Great Breakthrough!' It was his most powerful jutsu in his affinity. Amped by the one tail chakra cloak, it would be enough to knock down trees. He exhaled, blowing as much wind as possible as he could out of his mouth, straight at the Sannin.

The effect was immediate. The wind jutsu shot out of him like a bullet the size of a large train. Everything in the immediate area was blown away. Trees uprooted or snapped under the pressure of the wind jutsu. The ground itself was torn up by its power, leaving a trench. As it reached the falling Orochimaru, the man had a sickening smile on his face as he finished his own jutsu.

"Fire Release: Majestic Destroyer Flame."

The massive A-rank Fire Jutsu met the wind jutsu head on. It was powerful enough that it quickly overtook Naruto's wind, thanks to it's elemental advantage. The great wave of flames incinerated everything in its path on it's way back to Naruto. The blond could do nothing as the scorching jutsu overtook and completely enveloped him.

It felt as if his very being was on fire. Like his skin was searing several times over, and his organs were going to boil and explode. Even as the fire jutsu was killing him, the Nine Tails' chakra was saving him, fixing the cells even as they died. It was excruciating. Just when he thought the onslaught would never end, the flames died down. His bubbling red chakra cloak was gone, as was a large portion of his clothing, barely leaving enough for him to be considered decent.

His body was smoking, his skin was red, and he felt like he'd just gone days without sleep. It wasn't over yet though, and he tried to summon more of his tenant's chakra.

All he saw of Orochimaru was a streak, before he was on him. He couldn't even react as the Sannin's glowing fingers slammed into his gut.

"Five finger seal." He said neutrally. "I'm sorry, Naruto-kun. I'd love to stay and play with Jiraiya's toy some more, but you see, I came here with a goal in mind. A mission if you will. I'm after Sasuke's sharingan, and nothing will get in my way, especially a little jinchuuriki brat. So why don't you just go to sleep." The sannin turned his back as Naruto began to collapse to his knees and fall forward.

The blond fought with everything he had, trying to stay conscious. His team needed him. He couldn't leave Sasuke and Hinata hanging. It was a losing battle though, and he knew he wouldn't be able to hold on long enough to help. With any luck, help would already be on the way after he flared the Kyuubi's chakra like that.

A familiar signature hopped up next to him. The surveillance toad he had summoned. With the last of his strength, he delivered a message. "Orochimaru… After sharingan… we'll be fine... Go after him." And he promptly lost consciousness, his covered forehead smacking into the hard dirt.

—

Sasuke hated having to rely on Naruto. He hated Naruto having to rely on the Nine Tails even more. He'd only ever seen him use that shroud once, and Jiraiya had immediately thrown a sealing tag on him to stop it. Naruto had insisted that he was in control, but the influence it had on him was obvious.

Still, if he was willing to go that far for him, they couldn't allow it to go to waste. He and Hinata were slowly trying to get out of the forest. They knew they were closer to the tower than the fence, so they moved towards it, hoping to find help. Their only chance was to find numbers, nobody in the forest was currently strong enough to defeat Orochimaru on their own, not unless the Third Hokage or Jiraiya showed up.

They kept tree hopping blindly, neither having enough chakra to keep their dojutsu active at this point. Even from this far away, they could feel the Kyuubi's chakra. That meant they could feel the moment when it receded. Either Naruto had won and turned it off, or he had lost. As much as he trusted the blond, he wasn't overly hopeful.

They kept going, knowing that's what he would want. It was less than two minutes before they were tracked down. They hadn't even seen it coming. One moment they were hopping along, the next, Orochimaru was standing in their path, a grin on his face.

"Well, he was better than I expected, I'll give him that. I think that fire should put him down for quite a while, if not forever." Orochimaru lied, checking his fingernails for dirt.

"You Bastard!" Sasuke screamed. He activated his sharingan, attempting the last ditch effort he'd saved chakra for. He wasn't strong enough or quick enough to keep up with the sannin. His strongest jutsu damaged him for all of five seconds. That left one option for him. Genjutsu.

He looked Orochimaru in the eye with his three tomoe sharingan, weaving the strongest illusion he had. The chakra flowed from his jutsu and into the mind of his opponent. There was hope. He felt it begin to take hold, the snake-like eyes beginning to glaze over.

Then it was shattered. One flare of his chakra and it was instantly dispelled. The laugh that came from Orochimaru sounded almost genuine. Like he truly thought it was funny. "Is that the best you can do, Sasuke-kun? I hear your goal is to kill your brother, but with genjutsu as weak as that, you'll never come close. Itachi of the sharingan is one of the best users in the world after all. He can even trap me in an illusion. You don't even come close to his strength." By the end of his rant he was sneering at the young Uchiha.

Sasuke didn't reply. He dropped to one knee, resting his hand on it as he heaved in large gulps of breath. Beside him, Hinata dropped into a stance. "Don't." He said.

She understood the meaning, but didn't relent. "I cannot allow you and Naruto-kun to risk your lives while I sit and watch. You're my family too!" And with those words, she charged the Sannin once more. She aimed a blind juuken strike at his heart, hoping against all hope to luck out. She'd done enough training that she didn't need the Byakugan to locate the major organs anymore.

Orochimaru caught her by the wrist, and promptly snapped it like a twig. Hinata, to her credit, didn't scream. She just tried to strike at his heart again with the other hand. She almost got there too, before Orochimaru caught and broke that one too.

"Weak." He spat at her, and he kicked her in the chest a third time. Sasuke could hear the ribs break from thirty feet away. She crashed into the base of the tree, smacking her head against the wall and going still. If she was still conscious, she didn't show any sign of it.

Orochimaru silently shunshin'd to Sasuke, putting his hands in the strange seal again. "I can't afford to spend any more time here. I will give you a drop of my power, Sasuke-kun. When you want the real thing, you will seek me out."

Before Sasuke could argue, the Sannin's neck extended the short distance to him, and he bit down at the base of Sasuke's neck. The Uchiha felt a strong burning sensation as Orochimaru removed his fangs, and just like that he was gone, not even floating leaves left behind.

The burning sensation spread down his arm and into his chest, up into his head, and soon his entire body was filled with it. He writhed and screamed, trying to fight whatever it was that was overtaking his body. Trying to stay conscious so that he could help Hinata and they could find Naruto. He couldn't though, he wasn't strong enough, and eventually he succumbed to the pain, and blacked out.

—

—

That's gonna do it for this chapter, please leave a review if you enjoyed or hated it! Or have a question! It's at 4000 words from basically just this one scene, so I don't wanna push beyond that with the last chapter being a bit longer. Hopefully you guys are enjoying the action scenes. They're hard to write in a completely different way than the last chapter. The ideas and how things work come so much easier, but it's hard to make everything flow easily and not overwrite.

Skipped the first part of the exam because they are way farther ahead than in canon intelligence and skill-wise, so that would be a cake walk for them. Because of that and Hinata's confidence, I didn't see Naruto making his speech like canon.

How will our favorite ninja handle the situation? Find out next chapter on Positive Intervention! You'll be seeing something that I believe is completely original as I haven't seen it in any of the fics that I've read before (It's a minor detail). Also, several characters that haven't been introduced yet.

Jutsu: Sasuke's uses fire dragon flame bullet instead of fire dragon bullet. This is the jutsu the third Hokage uses when fighting the reanimated first and second Hokage, instead of the one he used in canon. Sasuke obviously can't shoot as many, as big, or as hot as the third Hokage, but I wanted to show his growth and how far ahead he is compared to canon. Orochimaru uses Majestic Flame Destroyer, which is what Madara uses on the Five Kage. It made sense to me that he would know one of the more powerful fire jutsu that the hidden leaf has ever been shown using, considering how powerful he was, and who his teacher was, and his goals. It's obviously not as strong as Madara's, but still powerful enough to overwhelm a one tail Naruto jutsu.

Speaking of one tail Naruto, he's obviously more skilled than canon, and faster and stronger, but pure power wise he isn't all that much higher than canon, where Orochimaru fought off an older, 4 tail Naruto without jutsu, so if you were expecting Naruto to win, sorry but it just wasn't gonna happen.