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AN: This is the chapter that is why Carapace did not update for a year. I had no less than ten different scenarios's written out, expanded on, tossed away. Finally, this is the one that I decided was the most suited to the team as they are. Feedback would be greatly appreciated but I do ask you be kind, I almost couldn't get to the end of this.


Orochimaru smiled beneath his stolen skin, hat undisturbed as he meandered forward. The face he wore of a woman, her skin and attire, was hardly a problem for him. Long ago he had learned the finer aspects of body snatching and indeed wearing the stolen flesh and sinew of his victims to smother his chakra, allowing him to infiltrate on a level ANBU could only dream of. His feet barely moved the grass, tiny, minuscule amounts of his chakra cushioning said steps so that the bent blades would not betray his passage later when inevitably the knowledge he had come into Konoha happened. Not, mind, that they would ever see him. He'd have another face by then.

"Naughty little prey..running, running.." He continued his singing tone, knowing it tended to unnerve others far more than if he spoke normally. The three children shifted slightly, in flawless formation he noted approvingly. Though truthfully, his eyes were only for the Uchiha. Itachi had spared his little brother, told him to seek him out. What secrets then, what potential did the baby Uchiha hold within to merit such an action?

The blonde he dismissed, the boy had been loud and foolish so far for both the written exam -who cheated with substitution jutsus? No subtlety at all that one- and hollering without a brain for the time they waited to enter the forest. The girl? Generally weak for all they may have good chakra control, the mismatched eyes and rich hue to her skin while admittedly striking were of no interest to him. Those two were useless, expendable, he was here for the Uchiha.

Now, first to test his mettle.

"So quiet. When faced with a predator.." Orochimaru began, intending to use his words to unnerve them. He had not expected for the three to start flashing through hand signs and then attack off the bat.

Naruto and Sasuke detected the slightly too sweet smell right before they could feel their brains kick into gear. After all this time they'd become attuned to the differing pheromones that Kucho's kikaichu could put out and this one was specifically to keep them level headed when the adrenaline would surge in battle. It would help keep from reacting like idiots even as their reactions sped up and their strength would increase, but their brains would not have the negative side effects. Instead it let them focus, think, and plan as much as they could because they were clearly up against someone far beyond their level.

Kakashi had warned them, repeatedly, to never give their enemy a chance to act. Against Zabuza had been the first. "I shouldn't have let him talk so much." Kakashi sighed, the team huddled around the fire cooking their meal on the way back to Konoha. He'd set a grueling pace but always ensuring they could still fight if need be. "In doing so yes, they may reveal information, valuable intel no doubt, but at the same time you provide them too much time to get in your head. To mess with you thoughts or even for them to have set off a powerful jutsu while you listen to the rambling of their partner. If you ever seem to face an opponent you suspect as beyond you, do not hesitate to act. Do not hold back either. You hit with everything you have, as fast as you can and then?" Kakashi narrowed his gaze at them, serious, three sets of eyes locked onto him as though every sound from his lips was their nindo and carved into flesh and bone and so Kakashi swallowed any reservations he had about teaching them as he had been taught. He was alive, and those who had not learned as he had, no matter how precious to him, how capable -Rin, Obito, Minato, Kushina...- were not.

"You get out of there. You understand me, Team Seven?" The serious black eye had been joined by the Sharingan, headband pushed up so he could fix them all with the serious glare. This was an order by their superior officer and he would have it branded into them as such. Had his own team listened, obeyed as they should have, they may still be alive. He would not see history repeat itself. The longer he stared the more the three before him straightened and nodded, hands clasped subtly with each other.


There were no words. No codes, no flashy titles sent out. There was not the time for that. Instead each of them knew the others best and worst attacks and could guess what would be sent out. Naruto flung clones and chakra bombs, wave after wave of them. Sasuke let fly all of his shuriken and wires held tight to them, fireballs chasing them down. Swarms of Kikaichu were let out, four clones of Kucho appearing and helping to direct genjutsu that would ideally disorient their opponent. Her Nee-chan's were still darker, unable to help that slight change even now, but there. With a good portion of her chakra at their disposal each of the Nee-chan's would focus on disrupting scent, sight, sound, balance of the enemy ninja, one sense for each as they went. They were more support than for battle but if needed could intervene with just as much skill as Kucho had, their union drawn taut at the moment so they would be able to use the human's instincts as well as their own if it came to a fight.

Earth jutsu's hid explosive tags and smoke screens went off before the three did the second smartest thing they knew. They ran, taking to the trees with the quartet of insect clones and a small army of Naruto made ones following them.

Bounding from tree limb to tree limb they only got a short ways before another hurricane wind jutsu slammed into them, a massive snake chasing behind it and swallowing Naruto whole.

Sasuke felt his chakra pulse, almost darkly and his lips curved into a snarl as the Sharingan activated. He knew the idiot would pull through, such situations were his forte. That did not mean they could just wait around for him to do so. Whatever this enemy shinobi was saying sounded distorted, ignored by Sasuke as he began charging up one of his attacks. There was nothing he could say that would matter, not when it was clearly a monologue by someone who thought themselves so far above his team as to not be threatened. They were about to learn that was a very false conception.

"Shut. Up." He bit out, cutting off whatever foolish speech the sound ninja had started. The dark flash of their eyes told Sasuke they were used to being listened to, obeyed. It didn't matter. Dissonance filled his ears as his chakra rushed forth, the surge from tiny bites along his ankles, legs, the familiar rush of Kikaichu passed chakra that had once been his own overloading his limits and yet...he didn't ignore the scent of the pheromones keeping his senses in the here and now. Pressure from the other's killing intent easily ignored as pain from bug bites caused subtle surges.

"If you carry on like this, challenging a superior predator..." The stranger sang before they smirked wickedly, the skin cracking. "You're going to die.."

It was almost perfect, that just as it was said there was a wet splurching sound as the massive snake ripped apart from the inside, too many clones for it to constrict ripping through. Ignoring the fluids he was covered in Naruto snarled, vicious. "You're gonna pay for that ya freak!"

While the two boys kept the attention from their attacker Kucho and her nee-chan's had been in communication, their buzzing now filling the area to the point it was likely ignored by all three. The five Queens there, four composed of insect clones and one human Queen though were absolutely livid. How dare this interloper threaten them, their Solider's, their hive? Kucho narrowed her eyes, unprotected as they were with her glasses off and a single insistent command pulsed through her coils, relayed via her connection to her Queens.

Her soldiers were to be protected, all other bets were off.

Naruto felt his anger rousing to the surface even as he saw Sasuke suddenly fighting off the weirdo in close combat, they moved fast. Too fast. Faster than their sensei did, but that didn't mean it couldn't be countered. Haku had moved too fast as well. Naruto lunged towards the ninja's exposed back, his brain rapidly cataloging the hand signs Kucho and her four Nee-chan's were going through knowing that their opponent would be fighting off serious sensory alteration. He heartily approved. They needed time though. "Eat this!" Naruto yelled out, drawing the attention of the attacking ninja just long enough for Sasuke to substitute with him, Naruto's fist slamming in with all the chakra he could push forth into one of those failed chakra bombs that always exploded spectacularly.

Out of direct line of fire, Sasuke skidded back to a safe distance, his own attack getting ready. Up here in the trees they had found themselves in while dodging he couldn't exactly use Tornado, but what kind of idiot didn't utilize that with other jutsu's? "Storm!" Sasuke screeched out and following the blazing shuriken he sent out towards the recovering figure -Kakashi's voice echoing in his mind that the only safe enemy shinobi was one without a pulse- hid the following explosive tags.

"Sasuke! This jerk's a pain in the neck." Naruto slammed into the branch next to him, snarling, and only moments later he felt Kucho at his other side.

"We can't risk this one following." Kucho hissed, her own adrenaline coursing high.

A deep breath was shared by the three, each of them absorbing the rushing pheromones they knew were being flooded out. They could abuse that little edge they had without shame.

Naruto snorted in agreement. "Plans?"

"Well now.." And the figure stood. Facing them, eerie smile still in place despite the peeling flesh falling from them even as it ripped it away. "Shall we fight for our scrolls?"

The three narrowed their eyes. Kakashi's words back when they took the test flowing through their minds. Come at me with the intent to kill.

Orochimaru smirked wickedly and reached up, clawing away his face. He'd not even needed to swallow the scroll to encourage the brats. Nor however, had his copious levels of Killing intent felled them as it should, how curious. Why would such little mice have exposure to levels that made even his fearsome attention seem something they could brush away without causing themselves physical harm?

Oh yes, he wanted the Uchiha. Though admittedly had had not expected either of the other two to fare on equal levels. This was interesting.

Kakashi was rumored to be their sensei, and Orochimaru knew of the brat. Had wanted to get his hands on the legendary White Fang's son once, deal in his white chakra, the stolen Sharingan, but it had been impossible. Still, he had never expected capable students from one rumored to be unable to focus outside of a ninja's realm in the shadows. To be a teacher would have been entirely unsuitable for the young prodigy, he expected half cobbled together over confident whelps. They had certainly seemed hopeless from all his observation thus far. Instead he'd actually had to be on his guard, the three working together in a way that made them a far greater threat.

Was this something Sasuke could do with any he was paired with?

Orochimaru needed to learn. To keep. To experiment. And for that, he would rely on the knowledge of what Itachi had done to his little brother to lure him to his side, offer him power, the downfall of so many before him. The trick of course, with those so capable, was not in words, but in proving he could provide. So the curse seal it was.

"Something from a nightmare..." One of the Nee-chan's spoke and just for a second, Orochimaru looked over at the darker shaped clone whose black eyes, no white at all, did not waver.

" you wake up and tell yourself it is only a dream..." Another clone spoke out and Orochimaru tilted his head slightly in the direction of the other, wondering at this. After all, until now the Team he had cornered had been rather, silent.

Kucho felt the curiosity of the two beside her but tapped her nearest teammate's arms instead, Sasuke nodding ever so slightly and tapping the same code again against Naruto. When ready, they were to attack and then flee. While Naruto didn't understand why he knew that the two brunette's wouldn't without good reason and he trusted them. Sasuke caught on swiftly that there was a genjutsu carefully layered, as only an insect could, in the area that would help hide their tracks once they left the area, one that had been layered ontop of layers and likely taken a good deal of Kucho's chakra to provide to the Nee-chan's but it would hopefully help them escape.

"Enough games." Orochimaru started his eyes back on the Uchiha, unerringly. "You have potential...yes, you will do..."

"Crap he's goin to summon again!" Naruto yelped seeing the blood drip from Orochimaru's thumb as he moved to sweep it downwards. He was not going to have any of that! Instead, Naruto spammed his clones and one of them threw him straight at the startled sound Ninja.

"You're getting in the way." Orochimaru mocked before backhanding the boy, ducking then from the mass of insects that tried to latch onto him. He almost ignored them before one jewel bright beetle bit deep and Orochimaru realized it was one of the chakra draining Kikaichu for all it looked different. Sneering he blocked another fireball from the Uchiha though spared a few moments to be impressed at the size of the blaze produced, surely the boy shouldn't be able to make such a thing? Not yet, and here it was anyways, burning, the flesh covering him as a disguise turning to ash.

"I've seen enough." Came the sibilant voice as the flames receded, taking the last of the disguise with them. Orochimaru actually felt pleasure at the wide eyes of the two dark-haired children before they narrowed. "Oh? You know who I am...?"

"One of the sannin...Traitor." Sasuke hissed out and his stance shifted. Softly his voice dropped, lips hidden from the way he lifted his kunai. " hit, and we're done for."

"Then we don't give him that hit, clearly." Kucho responded and her even tone, hiding the fear rushing through her as the fury, the outrage that such a one would attack her soliders, her hive, burned any hesitation away. Her kikaichu moving back into her chakra coils for later, sated on the sannin's chakra so she could pass that information to Kakashi later if they lived through this. They had to. Konoha was in danger and didn't know it. They didn't dare set off flares either because of the nature of the exam? The odds of anyone coming were slim to none at all. This was the point of the exam, survive or perish. She forced an extra dose of pheromones through her own system and spoke softly, needing to be the rock for her Hive. The Queen had to be the steady one. "Soldier up, Sasuke."

"Heh." Sasuke grinned and his red eyes spun, foot sliding back. "It placed?"

"Just needs the right distraction." She agreed, both of them keeping their voices soft, weapons blocking the movement of their lips. The genjutsu was ready, a single large burst of chakra would set it off and hide the multiple layers as far as her nee-chan's had been able to spread it. Many layers deep it would take time to break thanks to the way the insects thought and they could tear off to safety in the process. Or at least regroup, plan an ambush. Though the minute the two had realized whom they were up against there was no doubt in either Aburame or Uchiha mind that this was a situation such as Kakashi had told them was one where they could abandon a mission. This was Intel, necessary, vital, and had to be shared with Konoha. Their mission objectives were changed.

"Good thing we have the knucklehead." Sasuke agreed just as Naruto flew to hit Orochimaru again, fist blazing with a chakra bomb. For all the good it did as he was suddenly caught, by the man's tongue no less!

"What's this?..." Orochimaru paused and grinned wickedly around his tongue holding the writhing figure, chakra burning the sensitive muscle as he saw the red slit eyes in the blondes face, the snarling fangs, elongated whiskers. So that is what happened. Instantly the sannin figured out what must be held within the Uzumaki. Of course it was an Uzumaki. How...predictable... "Hmm..the Kyuubi..." And his words only made the fury, the anger, hatred, fear that was a poison burn brighter in the visage of the young container and Orochimaru laughed deep in his chest. "Well, cannot have you interfering now..can I..."

Each of the fingers on one hand began to glow as he pulled the images of the seal to mind. The memories of Jiraiya working over them over and over in front of him only made Orochimaru's eyes widen madly. Yes, how fitting the work of his own teammate, to painfully corrupt a seal on the son of his teammates own student? The irony was delicious and worth the acidic burn to his tongue from holding the boy in place. Sliding his hand up the stomach to lift the jacket and undershirt and exposing the seal Orochimaru laughed just as he thrust his hand forward to burn the seal into flesh and remove the troublesome interference of the Kyuubi.

There was smoke, acrid scent and burning flesh with a loud buzzing, and a scream. The scream high pitched and wailing without words as pain clearly ripped apart a throat just before an explosion took over and Orochimaru was flung backward.


"Kucho-chan!" Naruto yelled as he dove for the suddenly unsteady form of his teammate as she lost her footing. With ease of long practice he twisted onto a lower branch, holding his hyperventilating teammate as her eyes were wide and she hiccuped back heaving sobs that wanted out. A phantom limb was missing, her body falling into shock and chakra instability. Hands clutching at his jacket as she tried to get air in, barely keeping from screaming. Blood fell from her lips where she was biting through flesh in the effort to not keep screaming. The chakra explosion had been massive, a huge storage let loose violently and the backlash had who knows how many side effects?

"We need to move," Sasuke spoke, his own voice harsh, biting and his hands clenched so tightly there were a few drops of blood spilling as he fought his own emotions back. He couldn't feel, not here, not when they were anything but able to fall apart safely. Questions would wait, comfort would wait. "Now. Make for the tower."

A snarl was turned on Sasuke and red eyes met red but it was shrugged off because right now it didn't matter as claw-like hands pulled the dark form of their teammate closer. "Bastard! Kucho-"

"Will be fine!" Sasuke bit back and then he slammed his hand into the tree and drew a deep breath. No. No, she would certainly not be fine. "We take turns carrying her until she can cope. Otherwise...Otherwise Nee-chan..."

Naruto closed his eyes and pulled Kucho towards him, feeling her shake helplessly in shock that was no doubt deeply painful. He barely even registered the swarms of insects covering him as they buried back into her flesh and chakra coils frantically. Because the jutsu Kakashi had drilled into them so much was the substitution and instead of him getting hit...

"Okay. Can you lead? I'm going to carry her. Don't argue with me about this Sasuke, I've got the better stamina." This time the anger had faded and Naruto could tell whatever pheromones had been being leaked out were gone but fighting wouldn't save them. Sasuke was right, they needed to get away before that creepy shinobi was back. Especially with a teammate less than capable right now.

Sasuke swallowed and nodded. "We should..let's go. I can figure out the fastest way."

Neither of them brought up the scrolls.

Behind them, in the forest, far from where Orochimaru had been flung, lay a pile of twitching but dead burned insects, the larger body of a queen in the center.