A/N: I debated about whether or not to actually post this fic. I wrote it awhile ago, but I'm not sure if it's any good. I don't actually know much about what really caused Orochimaru to become the power-hungry monster that he currently is. I don't remember it being explained in the series, and I haven't read any of the manga, but this fic is my take on what could have helped spur him along. Hope someone out there enjoys it.

Orochimaru glared up at Jiraiya as he wiped away the blood that was trickling out of the corner of his mouth. They had been sparring, and yet again, Jiraiya had beaten him into the ground. Both boys were sixteen now, but puberty had treated them both very differently. When they had first been put together on a team, Orochimaru and Jiraiya had each been of similar strength, and although Orochimaru had filled out a bit, his scrawny, boyhood figure giving way to a lean, toned physique, he was incapable of matching the sheer brute force that was Jiraiya. Even at sixteen, the other boy was a mountain of muscle, and along with that physical power had come a sharp increase in Jiraiya's latent chakra. Orochimaru could not possibly hope to compete with that.

Jiraiya lifted his teammate from the ground and gave him a friendly pat on the back, saying that perhaps they could work with their sensei to help Orochimaru become stronger. Orochimaru shrugged away from the other boy's touch, and without saying a word, he left the clearing they had been training in to go home. He knew that their sensei had instructed them to keep training for at least another two hours, but he just could not take it anymore. He could not stand being made to feel weak over and over again by that wretched Jiraiya. And the fact that the other boy was able to defeat him with such a cheerful ease was like salt in the wound. Truthfully, he also feared to test his skills against the third member of their trio. As of late, Tsunande had begun to sporadically evidence a quite unnatural strength, and Orochimaru did not think his pride could take being beaten by a girl as well. It was better that he go home now and cool off rather than letting the tight knot of anger he felt towards his teammates blossom into something more deadly.

Orochimaru trudged home in silence, ignoring the friendly greetings of the people he passed. He meandered aimlessly, his feet carrying him in a most indirect route as if to match the wandering of his mind. Eventually, however, he did manage to make it to the door of his tiny apartment. It was only then he realized that, in his haste to get away from his teammates, he had left behind all of his weapons and gear, including the pouch that contained the keys to his apartment. With a growl, he leapt up to the rooftops of Konoha and began a leisurely dash back towards the training grounds, using his chakra to help him leap from roof to roof. He had been gone for close to an hour…with any luck, his teammates would have cut their training short and left the clearing by now, allowing him to collect his gear and go home without any sort of confrontation.

As he neared his destination, he heard something that caused a sharp bolt of fear to suddenly course through his veins. He was certain he could hear his teammate Tsunande, and it sounded as though she was crying out in pain. Perhaps it was the fact that her tiny, pert breasts has blossomed into large round curves that no amount of bindings could ever disguise (not that she tried…she took great pleasure in flaunting her newly acquired "assets"), or maybe it was the soft smiles and encouragements she gave him as he struggled to keep up with his other teammate Jiraiya, but as of late, Orochimaru had found himself thinking of Tsunande more and more often. He often awoke late at night, his sheets sticky and his body covered in sweat, with echoes of her face floating through his mind. Yet, despite these stirrings of passion, he had never worked up the courage to confess his feelings and ask her on a date. The thought that he now might never get the chance made Orochimaru feel sick inside, and he doubled his efforts to reach the training ground as quickly as possible. He knew that it must be something serious to cause Tsunande to cry out…the girl was a force to be reckoned with in battle.

However, nothing could have prepared Orochimaru for the sight he beheld when he finally arrived at the remote clearing that he and his teammates had chosen to train at that day. Tsunande was indeed the source of the cries he heard, but her sounds were not cries of pain. She was sprawled out on a soft bed of grass, gloriously naked, with her legs spread wide. Jiraiya had his head between her legs, and he was doing things with his tongue and fingers that Orochimaru was certain the boy must have picked up from those dirty magazines he read, because it was certainly not something that had been described in the basic sexual education course they had all been required to take at the academy. But judging from the arch of her body and the guttural sounds emanating from the back of her throat, Tsunande was quite enjoying the fruits of Jiraiya's illicit education.

Orochimaru stared at the couple for a moment longer, and even as the sight of Tsunande's naked body caused a warm stirring in his groin, he also felt the beginnings of a deep hatred towards his teammates swell in his chest. Hatred towards Jiraiya for beating him yet again, and hatred towards Tsunande for choosing that brute over him. He turned away from the scene and fled the training grounds as fast as his feet would carry him, his gear and apartment keys completely forgotten. He did not plan on going back to his apartment tonight anyway. He had a new plan, born out of desperation. He was going to sneak into the restricted section of Konoha's library and learn every jutsu he could lay his hands on. He would practice seals every night until his fingers bled and his chakra was completely depleted. He would do more than that…he would learn every jutsu that ever existed! He would prove that his mind could beat his teammate's sheer strength. He would become powerful and great so that he would never again have to look up in defeat at the smug face of an opponent, and so that no woman would ever deny him. Let his teammates have each other…he would learn on his own.

And he would never be weak again.