38 2/2

"My dear mutt…you have no idea what I am," she said, as her eyes suddenly widened. And in an instant, all three members of Team Seven were brought to their knees, images of their own deaths brutally invading their minds as waves upon waves of killer intent washed upon them. Akamaru was letting out howls of fear and despair, as Kiba actually vomited, and Sakura became nearly catatonic.

Sasuke was the only one gripping onto any form of coherence, even as he felt such extreme fear washing over him. 'T-This can't be a person…t-they're a monster! W-We're going to die!' He thought, eyes wide in terror, staring at the horror in front of him, as said kunoichi let out a disappointed sigh.

"I must say, I was expecting so much more from the Uchiha and Inuzuka heirs," she said, as she lazily pulled out a pair of kunai. "It seems I severely overestimated your capabilities," she added, as her arm slowly pulled back to throw them.

Sasuke trembled, trying to force his body to respond. He had to do something, anything, to save himself and his team. He kept trying to force his body to move, to react. He even tried forcing chakra to his eyes, to activate his Sharingan.

And just as the kunai started to fly towards him, they did activate. Able to move, he threw his kunai at one of the two incoming kunai, deflecting it while he grabbed both Kiba and Sakura and threw himself behind a tree with both of them.

The Kusa kunoichi smirked even more. "Oohhh, you do show promise, little Uchiha. But let's see if the frightened birds can escape the snake," she whispered, starting to go after them.

Sasuke kept running, dragging his teammates along, but knew he wouldn't be able to keep moving like this. He had to snap one of them out of it. Growling, he stopped, turned, and punched Kiba in the face. "Wake up damnit!" He said, as Kiba shook his head.

"W-What the hell was that?!" Kiba shouted, shaking and trembling. Akamaru was buried in his coat, refusing to come out, as Kiba looked back the way they had come. "What the hell was that back there?!"

"Something we don't want to deal with," Sasuke said, now carrying Sakura. "We need to move, and move fast. Can you keep up?"

Kiba nodded shakily. "Let's get out of here," he said, as the two of them bolted, taking to the trees.

They had not gotten far though, when a massive snake, easily the size of a large building, smashed into the tree in front of them, preventing them from advancing. Sasuke cursed as they changed directions, with the snake hissing and now in pursuit.

Kiba panted as he looked over his shoulder. "It's not gaining! It's just following us!" He said.

"It might be driving us somewhere. Change course!" He said, turning right this time, with Kiba following. Indeed, the snake turned as well, speeding up now, obviously intent on intercepting them.

Sasuke frantically looked around with his Sharingan, trying to find a place to hide or escape from the snake. Seeing a hollow in a tree, he nodded to it. "There!" he shouted to Kiba.

They quickly leapt from tree to tree, using the trunks as cover to break the snake's line of sight, before diving into the hollow, and watching the snake slither past through the trees.

Kiba let out a shuddering moan, as Sasuke set Sakura down, seeing her face pale, and her green eyes currently glazed and unseeing.

"Wake up Sakura," he said urgently, shaking her. "Wake up, we need to get going," he whispered.

Not getting a response, Sasuke growled, before slapping her across the face. Sakura let out a yelp, her eyes clearing, as she grabbed her stinging cheek. Panting heavily, she looked around frantically, then at Sasuke. "S-Sasuke? W-what…why did you hit me?"

"I'm sorry Sakura, but I had to do it to shake you out of…whatever that freak did to us," Sasuke said quietly. "We need to get moving, and fast. Can you run?"

Sakura nodded slightly, releasing her cheek. "I-I think so," she said, getting up.

"Good. Then we need to-" Sasuke started to say, only for his eyes to widen and for him to grab Sakura and Kiba and pull them away as an arm seemed to materialize from the tree trunk and stab a kunai down where Sakura's head had been. Sasuke pulled them behind him as he rapidly went through a few hand signs and launched a fireball from his mouth into the hollow, setting it ablaze.

"Run, now!" Sasuke shouted, as his two teammates began to run, with Sasuke behind them. They were stopped however by the massive snake rearing up in front of them, while behind them, the Kusa kunoichi appeared, smirking.

"That was quite a jutsu you threw at me, Sasuke-kun," she said, approaching. "But not quite good enough."

Sasuke trembled slightly, before looking back at Kiba. "Wait! Wait, you want our scroll, right? That's what you want?" He asked.

The woman raised an eyebrow. "Oohh? Giving up, are you?" She asked.

"Yes. We're giving up," Sasuke said, as he turned to Kiba give him the scroll.

At any other time, Kiba would have tried to deck Sasuke and yelled at him for being a coward. For an Inuzuka, surrender was something they almost never thought of, and a brash young male Inuzuka like Kiba would be even more unwilling to surrender. But in this instance, even Kiba knew this was not someone to mess with. He quickly pulled out their heaven scroll, and handed it to Sasuke, who held it up. "This is what you want, right?" He asked.

The Kusa kunoichi simply smiled, and nodded, approaching them. "Mmmm, yes it is. I'm a bit sad our game came to such a predictable end. But then again…birds will always sacrifice their eggs and nest to save themselves, when a snake comes calling," she said, as she slowly reached out, to grab the scroll.

And that's when a crossbow bolt slammed into the base of her skull, causing her to let out an 'urk' as she started to fall forward, only to dissipate into mud. Sasuke's eyes widened, as did Kiba and Sakura's, as none of them had seen where the crossbow bolt had come from. All of them looked around, only to find nothing.

The Kusa kunoichi slowly materialized out of another tree trunk, a bit of a distance off, frowning slightly. Eyes now scanning the tree line in the general direction where the bolt had come from, she slowly made her way through the treetops, trying to find whoever had killed her clone.

Likewise, the shooter was quietly shifting their position, trying not to give themselves away, looking for the creator of the clone. They stopped on one branch, readying their crossbow with a second bolt, when some sixth sense alerted them to incoming danger and they threw themselves away just as a swarm of snakes smashed into the branch they had been standing on. Landing on the same branch as Team Seven, the shooter was revealed to be Naruto, his hood and scarf currently covering almost all of his face, save for his eyes, which glared in the direction of the now retreating swarms of snakes that were disappearing into the Kusa kunochi's sleeve.

Sakura's eyes went wide. "Naruto?!" She shouted in surprise, while Sasuke and Kiba also looked surprised. Sasuke was the first to recover.

"Naruto, quick! Get your teammates! If we work together, we can hold this girl off and-" he said, only to be interrupted.

"Not going to work Sasuke," Naruto said, staring at the Kusa kunoichi, who was coming towards them. "No genin is going to defeat this guy in a straight up fight."

"Guy? What the hell is wrong with you?! That's a girl!" Kiba snarled.

Naruto shook his head. "I know of only two people who use that technique he used just now. One is my sensei…and the other is the one who taught her. Isn't that right…Orochimaru of the Sannin," Naruto said, as the Kusa kunoichi stopped, before grinning.

"My oh my…I didn't expect anyone here to find out who I really was," 'she' said, before reaching up to touch the skin under eyes. "You're quite surprising, Naruto Uzumaki. But then again…my old student obviously taught you well," 'she' added, as she slowly pulled, the skin of her face ripping off, revealing a different face underneath. One that was pale, almost chalk white, with golden snake like eyes, and purple markings under and along his eyes that made him look even more snake like.

Sakura could only make small whimpering noises, as Sasuke stepped back. Kiba meanwhile was trembling. "No way…n-no way," he whispered, now realizing who they were dealing with. Orochimaru, one of the three students of Hiruzen Sarutobi, the Sandaime Hokage and the 'Shinobi no Kami'. Alongside his fellow teammates Jiraiya and Tsunade, Orochimaru had faced down the supposedly unbeatable Hanzo the Salamander of Ame, and fought him to a draw, leading to him naming their team 'the Sannin'. The trio were considered to be some of the most powerful and dangerous shinobi in the world. However, Orochimaru turned traitor after he was passed up for the Yondaime Hokage position, watching it instead go to the student of his teammate and rival. He abandoned Konoha, becoming their most infamous missing nin since Madara Uchiha himself shortly after the village's founding.

And now he stood before them, the most powerful living traitor to the village. They all knew they had no chance of defeating him in combat. Sasuke could only drop the scroll he held, Sharingan eyes wide in shock and horror, as Orochimaru smirked at him.

"I must say, my information on you is outdated Sasuke. I had no idea you had unlocked your clan's vaunted eyes," he said, his voice still rather high pitched, but also quiet in volume, sounding a lot like a snake's hiss each time he spoke. He slowly stepped forward, smirking still, only to stop as Naruto drew his ninjato out. "My my, that's a rather bold and arrogant thing to do there, Naruto. Do you really think you have any hope of challenging me?" He asked.

"No, I don't…but I can do this," he said, as he suddenly spun, flicking the sword so it caught the scroll Sasuke had dropped and threw it back at Sakura. "RUN!" He yelled as he also threw a kunai with his left hand, forcing Orochimaru to weave to the side at the surprise movement, as Naruto completed his turn and faced Orochimaru, ninjato in the ready position.

Sakura barely grabbed the scroll, the sight of it flying towards her knocking her out of her fear induced stupor. She quickly grabbed Kiba's jacket and the back of Sasuke's shirt. "L-let's go!" She yelled as she started dragging them, shaking them from their own fear induced paralysis.

All three quickly fled, as Orochimaru weaved past a sword strike from Naruto and struck at him, the blonde genin barely dodging the strike, as Orochimaru smirked at him. "You're very brave and very foolish Naruto. You're going to die here, for no reason at all."

"You're probably right," Naruto said. "But every minute I do distract you is a minute they get away," he said.

"Bravo. You truly embody that idiotic and simpering belief my dear old sensei had. Too bad it won't do you any good," Orochimaru said, as he lunged at Naruto, deciding to end it quickly. He weaved past a fast slash from Naruto, preparing to drive a kunai into Naruto's exposed chest, when he saw a flash of light fast approaching his face. He barely slid his face to one side, but even still, he couldn't entirely avoid the hidden blade that cut his cheek, causing a small amount of blood to trickle out.

Naruto jumped back, panting slightly more out of adrenaline rush then exhaustion, as Orochimaru felt his cheek, his eyes narrowing. "…that will cost you," he said, as he practically seemed to vanish, appearing in front of Naruto and driving his kunai into the boy's chest. Naruto let out a gasp of pain and surprise, only to suddenly explode into smoke, revealing it was nothing but a shadow clone.

Orochimaru snarled in annoyance, before chasing after his prey, having dealt with the annoyance that was the blonde shinobi.

Team Seven was running full tilt, pushing their bodies as hard as they could, wanting to put as much distance between them and Orochimaru as possible. As they leapt from branch to branch, they were surprised when Naruto joined them. "Move it guys! The shadow clone that was fighting Orochimaru just died!" He yelled, moving with them.

"Don't tell us what we already know dope!" Kiba yelled out, his voice cracking slightly in fear, as they kept running. Of course that's when the giant snake appeared, smashing through the branches, forcing them to scatter. It let out a loud hiss, nearing almost a roar due to its size, as it turned its attention onto Naruto and Kiba. The duo leapt to one side as the snake smashed into the branch they were on, only for Kiba to let out a yell as a piece of wood pierced his leg, causing him to fall on another thick branch. He struggled to get up, as the snake reared, glaring down at him with an evil gaze in its golden eyes, before it lunged at him. Kiba closed his eyes, ready to die, when something smashed into him from the side, knocking him out of the way. Kiba was able to catch a glimpse of Naruto giving a resigned smile, before the snake's maw clamped down around him. The snake appeared to be smug, before dark smoke seeped out a bit from around the edges of its mouth. Then there was a massive roar, a flash of light, fire, smoke, and blood, and the snake's head completely disappeared, leaving a bleeding stump behind as the body simply collapsed onto the forest floor below.

Kiba could only gape at the ruined carnage, unable to comprehend what he had just seen as he sat there, Sasuke and Sakura joining him. "W-We need to go," Sasuke said, staring at the flaming, bloody mess.

"Oohhh, I don't think you'll be going anywhere," came the deadly hiss of Orochimaru, as Kiba and sakura both were suddenly wrapped up in the coils of snakes, preventing them from moving, while Orochimaru appeared, kicking Sasuke into a tree trunk. Sasuke let out a cry of pain, some blood shooting from his mouth after he hit the tree trunk, as he slid down, groaning and holding his chest where Orochimaru had kicked him. The snake sannin approached Sasuke, chuckling softly. "I must say, I am finding myself disappointed. That brat who just died saving your teammate has shown me more of a fight then you have Sasuke," Orochimaru said, while Sasuke glared slightly at Orochimaru. "If I didn't know better, I'd say he was actually stronger then you are. Maybe I should have targeted him instead of you."

"What do you want from me?" Sasuke demanded, panting as he slowly pushed himself up. Orochimaru just smirked.

"I just want to give you a little gift Sasuke. Or at least, I did. I thought you had potential, but after seeing this poor display from you, I'm rather disappointed. I guess Itachi was the only skilled member of your family," he taunted.

Sasuke's eyes widened in anger as he growled. "What do you know of my brother?!" He demanded, even as one hand secretly palmed a few shuriken. Orochimaru just smiled at him, sensing he had struck a nerve.

"Only that your brother was not only quite the prodigy, but has grown even stronger outside of Konoha. It seems this village has a nasty habit of holding people back, doesn't it? Your brother has grown stronger, while you seem to just be stagnating," he said.

"Tell me where he is!" Sasuke roared, as he suddenly flung the shuriken at Orochimaru. The snake sannin sidestepped, only to then jump back as Sasuke hurled himself at Orochimaru with a kick, the young genin spinning to back hand Orochimaru, who easily ducked under his attack. Orochimaru just simply kept moving, ducking and dodging all of Sasuke's punches and kicks, that ever present smirk never leaving.

"Aah, good, good! This fire, this passion! There's the potential I heard you had! This is so much better," Orochimaru taunted, as Sasuke kept up the attack. He smirked as Sasuke leapt up into the air, performing new hand signs.

"Katon: Hōsenka no Jutsu! (Fire Style, Phoenix Sage Jutsu)" Sasuke shouted, before launching a series of smaller fireballs in Orochimaru's direction. Orochimaru just smirked as he returned the favor with a smaller version of the wind jutsu he used earlier, the wind being powerful enough to smother the fireballs. He was surprised though to see red hot shuriken appearing from within each fireball, the ninja stars now rapidly spinning towards him. Smirking, he easily dodged them, watching Sasuke as the genin Uchiha landed on a tree branch.

"You must do better Sasuke," he said, only to find himself wrapped around a tree trunk as Sasuke pulled, revealing that the shuriken had ninja wire tied to each one of them. When Sasuke pulled on the wires, the stars had wrapped themselves around a tree trunk, and Orochimaru, caught in the middle of the wires, was trapped, as Sasuke performed another jutsu, the wires now trapped in between his teeth. Flames erupted around him, before rushing down the wires to Orochimaru, engulfing him and the tree trunk in flames.

Orochimaru let out piercing screams as he was burned alive, Sasuke watching his opponent as Kiba and Sakura gaped, in awe of what their teammate had down. Satisfied that Orochimaru wasn't a threat, for the moment, Sasuke dropped down and moved to his teammates to free them.

As he approached though, Orochimaru's screams ended, and Sakura's eyes widened in horror. "SASUKE!" She shouted, as Sasuke whirled in time to see Orochimaru's neck stretching through the flames, a mad look of glee in his eyes as he bit down on Sasuke's neck.

Sasuke let out a loud scream of agony, as Orochimaru kept biting him, channeling chakra into Sasuke's body, while three marks appeared on Sasuke's neck. He suddenly released Sasuke, his neck retreating back into the flames, which suddenly dissipated, leaving Orochimaru completely unscathed as he smugly watched Sasuke writhing in agony.

"What did you do to him!?" Sakura yelled, as Orochimaru turned to her.

"I simply gave him the present I promised. Power. I gave him a taste of the power he wants so badly. And once he realizes I can offer him more…he'll come to me," he said, turning. "Take good care of him now. I'd hate for him to die before he's ready to be my pawn," he said, disappearing. The snakes holding Sakura and Kiba both disappeared as well, leaving them free. Kiba sank to the branch, whimpering still from his injured leg, as Sakura quickly rushed to Sasuke. He was still screaming in pain, writhing on the tree branch, as Sakura vainly tried to restrain him, staring in worry and fear at the seal now visible on his neck.

Eventually, Sasuke seemed to pass out from the pain, and Sakura quickly did her best to check his vitals, as Kiba limped over, the piece of wood removed from his leg and a makeshift bandage in place. "Is he okay?" He asked, as Sakura looked at him.

"I don't know," she whispered in worry. "But we need to get somewhere safe, so we can take care of him. How's your leg?"

"It'll hold…for now," Kiba winced softly.

"T-Then let's go," Sakura said, doing her best to life Sasuke up. For now, she'd take the burden of moving him. Steadily making her way down the tree, with Kiba following, she stated to search for a safe place to heal her teammates.

Elsewhere, Naruto's eyes widened as memories from two separate clones flooded into his mind. He abruptly stopped, causing Ino and Hinata to stop as well. "Naruto-kun, what is it?" Hinata asked, seeing the rigid pose Naruto had.

Naruto didn't say anything, instead performing the summoning jutsu and summoning one of his foxes to him. The small fox blinked in surprise, before looking up at Naruto. "Do you need something?" The small brown fennec fox asked him.

"Yes. Please go to Hokage-sama's office and inform him that Orochimaru is here in the Forest of Death, and that he attacked Team Seven," he said, as the fox nodded and disappeared. Naruto looked up at Ino and Hinata, who both were gaping at what he just said. "Two of my shadow clones came across team Seven being attacked by a lone kunoichi. Who happened to actually be Orochimaru in disguise. They did what they could, but they really weren't any match for him."

"We need to go help them!" Ino worriedly said, feeling fear at what might have happened to Sakura.

"We won't make it in time to stop Orochimaru, but we can at least protect them if they survived. Hinata, take point and please use your Byakugan to find them or to help us avoid anything that'll slow us down," Naruto said, as Hinata nodded, activating her Byakugan and turning in the direction Naruto indicated. The trio immediately headed off as fast as they could, bouncing and leaping from tree to tree.

Ino felt a cold pit of fear in her stomach at the thought that they'd come across her best friend dead. She couldn't stomach the thought of losing her friend. She knew in this profession it was a possibility, especially after seeing the carnage during their mission to Nami, but still, the thought terrified her.

As they kept moving, Hinata frowned slightly, and then suddenly stopped, gagging a bit. "T-There's trouble ahead," she said, trying to calm herself. "A team of Kusa genin…I think. They ran afoul of a bear. It….two of them are dead, and it's not pretty. Their kunoichi teammate is running for her life."

"We need to hurry. Team Seven needs our help," Ino said, frowning slightly. Part of her didn't like the idea of leaving someone in need of help, but her friend was in danger.

Naruto however shook his head. "We can't just leave someone like this when we can help them. We'll save the kunoichi and then get moving as quickly as possible. I promise Ino," he said, as Ino just nodded slightly in defeat. The trio altered course towards where Hinata had spotted the trouble.

Karin let out a cry as she tripped over a root and fell face first into the ground, her glasses and her team's scroll flying forward. She scrabbled to grab them, pulling her glasses back on and turning in time to see the massive bear rearing up above her, roaring its anger and victory as it prepared to kill her. She let out a cry of fear, covering herself up. She couldn't believe she was going to die. It wasn't fair. She didn't want to die. She didn't even want to be in this stupid exam in the first place. But her sensei and teammates had forced her, and now she was about to die.

As she waited for death, the roar suddenly sounded strangled, and she opened her red eyes, looking up, only to gape in surprise. A blonde haired kunoichi in purple was currently on the bear's back, tightly gripping the chain of a kusarigama she had wrapped a few times around the bear's neck, as she proceeded to choke the massive beast. The bear was letting out strangled roars, trying to shake the interloper off its back, as another kunoichi, this one wearing a lavender long sleeved tunic and hood, appeared, swinging a naginata at one of the bear's hind legs, while a blonde shinobi in a black and orange hooded haori swung his ninjato at the other leg. The bear, both rear legs wounded and unable to support its weight, fell onto its front paws as the blonde kunoichi stabbed the kama part of her kusarigama into the bear's head, wounding it, while the two other shinobi stabbed the bear in the neck. It let out a pitiful gasping groan, as it slumped over dead.

Karin Uzumaki could only stare in awe at the trio who had just saved her life, as she slowly stood up. The blonde kunoichi began unwrapping the kusarigama from the bear's neck, as the lavender clad kunoichi approached, allowing Karin to see the girl was a Hyuuga. "Are you alright?" The Hyuuga asked her.

Karin numbly nodded, looking at her, to her two teammates. "Y-Yes…I…t-thank you!" She suddenly shouted, hugging the girl. "Thank you so much for saving me! Thank you!" She shouted, tears starting to fall from her eyes.

Hinata blinked, blushing lightly in embarrassment. "It's no trouble," she said, as Naruto and Ino came over.

Naruto was finishing cleaning his ninjato off, and sheathed it back into the back scabbard. "I'm glad we were able to get here in time. I'm sorry about your teammates," he said.

Karin just looked back in the direction where she knew her two teammates mauled bodies lay. "It's…okay. They were jerks," she hiccupped slightly, before looking at them. "B-But why did you save me? I'm not part of your village. I'm a competitor?"

"Who isn't really competing against us anymore," Ino said. "It just didn't seem right to simply let you die here like this, so…we came to help."

"Not to be rude, but we do need to get going. Some of our friends are in danger, and we need to go help them. Can you come with us?" Naruto asked Karin.

She looked at him, blushing slightly, before nodding. "Y-Yeah. Going with you probably is a lot better than staying here. What's your names?" She asked.

"I'm Hinata Mitarashi," Hinata said, as she finished checking Karin for injuries. "And these are my teammates, Ino Yamanaka and Naruto Uzumaki," she said.

Karin's eyes widened behind her glasses as she fixed her gaze on Naruto. "Y-You're an Uzumaki?!" She yelled, as Naruto blinked.

"Yeah, on my mother's side. Why? Is that a problem?" He asked, as Karin shook her head.

"No…I just…I never…I never thought I'd see another Uzumaki," she said, making all three of them stare at her in surprise. "I'm Karin, Karin Uzumaki," she said, as Naruto gaped in astonishment.

"Whoa," Ino said in amazement.

And that's when a voice echoed through the trees. "Well, a Hyuuga and an Uzumaki. This is our lucky day."

And scene. Yes, the evil cliffhanger has returned.

So, here's the first part of the Second Exam in the Chuunin Exams. Sasuke is attacked by Orochimaru, Naruto finds out he has kin out there, and Kumo shinobi are up to no good. Guess you'll all have to wait till next chapter to see what happens.

I'm actually surprised at how quickly I got this chapter done, though that does worry me that maybe it's horrible and I'm not seeing it. Guess we'll see what you all think. I hope you all enjoy it.

Thanks go out again to my beta's Kyuubi123 and Bill Alain for all their hard work. Thanks guys.

Till next time, my readers!