A/N: When I first saw Kimimaro, I thought to myself, "this man is beautiful, it's too bad his character is so. Fucking. Bland."… There are only so many expressionless badasses a series can have, imho. (pointed glare at Sasuke, Shino, Gaara and Itachi.)

Then he did that vertebral-spine-whip thing and I fell in love.

For those of you who don't know him, Kimimaro is that guy who uses his bones as weapons, fighting off first Naruto, then Lee, then Gaara, all while suffering a terminal illness. He was slated as Orochimaru's next vessel. There are not enough fics about this guy. (Possibly because he's, uh, dead, but still.)

This fic is A/U, it diverges from the manga from the Kimimaro/Gaara battle onwards: Orochimaru has Kabuto keep Kimimaro alive as he is unwilling to lose such a bloodline limit. Years later, Sakura is abducted by the Sound while on a diplomatic mission to Stone and receives the following proposition: heal Kimimaro in exchange for the guarantee that Orochimaru will not use Sasuke as his next vessel.

Kimimaro is 3 years older than Sakura, making him 23 here.

VVVVVV

"In the end, it will only be to your advantage to aid us as best you can, Haruno Sakura."

In the gloom of the dank room, Sakura could barely make out Orochimaru's pale face. His golden eyes glittered, thin lips pulled into a crooked mimicry of a smile.

Sakura didn't feel the cold, gut-wrenching fear that she had felt when she had first met Orochimaru, that day in the Forest of Death during the chuunin exam. Now it was revulsion, pure distaste. She felt the bile rise in her throat when Orochimaru's abnormally long tongue slipped out to moisten bloodless lips.

"What is your choice?"

"Help you, or death." Sakura tried to keep the quaver in her voice to a minimum. "A fine choice."

Orochimaru's grin widened a little. Beside him, Kabuto stood, expressionless.

"Go over the terms again."

When Orochimaru did not answer, Sakura added a small "please". Orochimaru had a strange regard for politeness and custom.

"You are the only medic who has the medical skill to possibly heal Kimimaro. We have heard of your exploits. Your creativity in the field means you surpass even Tsunade in many ways. Kabuto, who is himself an excellent medi-nin, was highly impressed by your file."

"Cut the compliments. They won't get you anywhere."

Orochimaru looked vaguely displeased at her interruption. "Kimimaro's condition continues to defy Kabuto's abilities."

At this point, Kabuto shuffled a little, mouth pulled downwards as though he had just eaten something unpleasant.

"If you manage to heal Kimimaro fully, I will proceed with my previous plan: that is, to use Kimimaro as my vessel."

Orochimaru looked at Sakura with his strange eyes, a purr in his voice. "And your little Sasuke-kun will go free."

"I don't believe you."

"You have my word that Kimimaro will be used as my next vessel, if you manage to heal him."

"And the vessel after that?"

Orochimaru gave Sakura a small smile, impressed at her mental faculties under pressure. "That would be in a few years. We'll consider it when the time comes."

"I want a guarantee that you will not use Sasuke as a vessel at all. Not just temporarily."

"I'm afraid I can't."

"Then I refuse."

"Then you will die."

Sakura stared at the floor, thinking fast. "If you kill me, Kimimaro will never be healed."

"I already know this."

"How long will he last, as a vessel?"

"Perhaps four years." Orochimaru stood back on his heels. He had already won.

"During that time, Sasuke will be free?"

"He will still have my seal. But he will be free to go where he pleases."

"I want him to know of this arrangement."

"I'm afraid that's impossible."

"Why?" Sakura looked up sharply.

"Because we have no idea where he is at this moment."

"Liar."

Orochimaru looked at Sakura, impassive.

"And if I fail to heal Kimimaro?"

"You will be disposed of."

"And Sasuke will be used as your vessel."

"Precisely."

"How long do I have?"

"Kabuto's analysis has predicted three or four months at maximum, in Kimimaro's current condition. He will be dead within half a year."

"If I heal him, will I be allowed to leave freely?"

Orochimaru paused, considering her. "Perhaps. Unless another use for your services is determined."

Sakura was thoroughly displeased with the entire scheme. "I might as well tell you now that I cannot heal your arms."

"I know this."

"Good." She took a breath. "Will I have all the equipment necessary for potential complex procedures?"

"Kabuto's laboratory is well supplied. He has also written extensive notes on the subject of Kimimaro's condition, which he will provide for you."

Sakura rubbed at an eyebrow. Now they were talking. With the proper materials, she was certain she could heal anything. Hopefully. "I expect you will provide food and drink."

"The hospitality of the Sound is legendary." Both Orochimaru and Kabuto gave soft laughs.

A pause.

"I accept to heal Kimimaro so that he is used as your next vessel instead of Sasuke, and so that I will be freed." Sakura was careful with wording, a general "I accept" gave too much leeway for other elements to be wormed into this peculiar verbal contract.

"Smart girl." Orochimaru held out a hand, lifting it with his tongue in mockery of the cordial honesty which usually marked such agreements. Sakura hesitated, then took it. It was cold, clammy and soft. She released it quickly.

"Kabuto will show you to your rooms, the laboratory, and the patient's ward."

Sakura nodded stiffly, a slight adrenaline-fueled tremor coursing through her limbs from the precariousness of the situation.

"One more thing, Haruno Sakura. There are chakra gates surrounding the building. Escape attempts will not be tolerated."

"I know. I felt them as soon as I came in."

"Good. We should get along marvelously." Orochimaru turned his attention to his snake, indicating that the audience had ended.

Feeling more than slightly ill, Sakura followed Kabuto out.

VVVVVV

As it turned out, Sakura's room, the lab and the ward were all within the same area. Kabuto showed Sakura her room first. It had stone walls like the remainder of Orochimaru's complex and was lit by a single bulb hanging from the ceiling. A cot was set up in the corner with a blanket folded on top. The only other furniture was a large desk accompanied by a stool, stacked with a few writing implements and some fresh paper.

The bathroom was even more modest: small toilet, small shower, tiny sink, towel hanging by a nail. A glance told Sakura that it was clean enough. She was grateful for this, at least.

Sakura was surprised when she found that her room led directly to the ward. "Have you been planning this long?"

"When we first heard of you from a passing Mist nin, it crossed our minds that such an arrangement might be favorable, yes." Kabuto was, like Orochimaru, strangely polite and proper. He didn't fit the kidnapper persona, especially since Sakura could recall treating him as a friend and ally, years ago.

"I see."

Kabuto lead Sakura into the dimly lit sick room. She could make out an unmoving figure on the bed, breathing with difficulty. "Lights seem to irritate him. We keep them at a minimum."

"Is he conscious?"

"Occasionally."

They passed through the ward into the lab on the other side. Once they had entered it and shut the door, Kabuto switched on the light. It was excessively bright compared to the previous room, especially since everything was painted in white.

Sakura walked around the laboratory, recognizing various materials and machinery. She was quite impressed at the set-up in such a place. Kabuto showed her to a corner where binders were kept in immaculate bookcases, filled with notes written in a small neat hand. "This is a compilation of my observations until this point. Some of these date back several years, when his illness first began to manifest itself. They are arranged in order."

Kabuto pointed at some notebooks on the side. "These are more geared towards Kimimaro's personal history, his clan's medical history, and his bloodline limit and abilities as far as we know them. Orochimaru decided that it would be best for you to have all the information we could provide."

Sakura's eyes traveled along the spines of the many texts lined up in front of her. She would have a lot of reading to do. Her analytic mind was already calculating how many of the notes she could get through per day.

Kabuto's voice interrupted her calculations: "I will be holding… other duties while you fulfill this post. I will come and check on you as frequently as I can. I will answer any questions regarding Kimimaro to the best of my ability. And I would be interested in hearing your ideas and your take on his case."

Sakura nodded. She felt relatively comfortable with Kabuto, and it was always good to have a sounding wall for thoughts.

"You are not to undertake any invasive surgery or the like without coming to me first."

"I understand."

"You may, however, monitor and examine him physically and internally with your chakra at any time."

"Alright."

"I will take care of his nourishment and hygiene, since those are tasks below the level of a medic such as you."

Sakura raised her eyebrows. "You are hardly a petty nurse yourself, Kabuto."

Kabuto lifted his lips, appreciative of the compliment. "Orders are orders."

"Hm."

"If he dies, your life is forfeit too."

"I know."

"Okay." Kabuto gave Sakura a friendly smile, the same smile he had used to convince her and her old team that he was on their side, years ago. She did not smile back.

"Are you still angry at me for that?"

Sakura decided she definitely needed to work a neutral expression. "Betrayal leaves anyone bitter."

"Mm." Kabuto backed out of the room. "Make yourself at home. We will be in touch, Sakura."

When he had gone, Sakura organized her thoughts. Escaping Orochimaru's intricate chakra-sensing barriers would be suicidal and absolutely out of the question. She therefore turned her attention to the task at hand. These three rooms were her domain. Goal: Heal the bastard in the next room and get the hell out of here alive. Sakura stacked up the first series of binders, figuring on about six hours worth of learning before sleep claimed her.

She passed through the ward on her way to her room, hefting the notes, listening to the strained breathing from the bed. It disturbed her now that she was alone. This man had been reported dead years ago.

Sakura slipped into her own room with a backwards glance, having decided not to undertake any physical examinations before she knew exactly what she was dealing with.

The next few hours passed in a blur of information absorption. She learned of Kimimaro's family history, he was the last living descendant of the Kaguya family. She learned that he had been used as a weapon by his clan, caged until his power was required. Orochimaru had then found him and befriended him, eventually discovering that Kimimaro was powerful enough to make a suitable vessel. She learned that he had been given the Earth cursed seal by Orochimaru shortly after, and highlighted this point. Information like this was crucial.

Kimimaro's illness was, in general terms, some sort of breathing disorder coupled with minor problems with skin irritation and, apparently, immense psychological issues. Kabuto's notes had detailed lists of symptoms of every kind, categorized by alphabetical order. Quite impressive.

When she reached a summary of his bloodline limit, Sakura felt her eyes widen slightly. The ability to manipulate one's entire skeleton? "Shikotsumyaku, 'Dead bone pulse'". Sakura rolled the word on her tongue. Very strange. A detailed analysis of Kimimaro's attacks and defenses followed, including his spinal whip and the potential for a layer of bone under his skin. He was listed as a taijutsu expert and master swordsman, as well. Small wonder Orochimaru had been interested in him. His bloodline limit alone sounded as powerful as the Sharingan.

Eyes dry from too much reading, Sakura cleaned up and quit for the night, brain buzzing.

VVVVVV

Kabuto knocked and entered the following morning, bearing a tray of food. "Good morning, Sakura."

Do I really have to say good morning to an abductor? Kabuto looked at her pleasantly. "'Morning." Sakura towel-dried her hair as Kabuto took in the mass of papers piled upon the desk.

"I hope my notes were of use?"

"Very useful."

"I am glad."

"However, you consistently misspell 'pneumocyte'."

Kabuto eyed her, nonplussed. "I see. Anything else?"

"Yes. 'Subendothelial' has only one 'b'."

"Ah." Kabuto looked vaguely embarrassed, readjusting his glasses. Sakura pressed her advantage.

"And 'erythrocyte' has a 'y', not an 'i'." She could have laughed when she saw him stare at the ground.

"But other than that, good notes. You have an interesting way of looking at things." Sakura resisted the urge to give Kabuto a patronizing pat on the head. And/or a kunai twixt the ribs.

"I would be interested in reading your own thoughts on his case."

"I will be making reports as I begin my observations."

"Very well." Kabuto dropped the tray on the desk and left, barely catching Sakura's mumbled "thank you".

VVVVVV

A week later, Sakura was satisfied with her knowledge base. The further she had perused the notes, the more she praised Kabuto when he asked about them. He always looked pleased.

She was ready to actually look at the patient himself now, armed with information and vague theories.

"I will be starting my own observations today."

"I see. I will inform Orochimaru."

"Don't get his hopes up. I said observations, not healing."

"He will be informed regardless."

"Alright."

Kabuto took Sakura's empty tray and departed with a pleasant "until later".

Sakura hoped Orochimaru wouldn't come down to watch. She hadn't seen him since that first night, and she was more than happy to continue like this.

She entered the dim room and made her way towards the bed, avoiding the IV, life support and various alarm systems which Kabuto had set up as alerts to halted breathing or heartbeat.

Sakura leaned forward as here eyes adjusted to the low light. If it wasn't for the breathing, she would have thought she was looking at a corpse. Scratch that, she had seen bodies at the morgue that looked more lively.

Kimimaro was perhaps the palest living human she had ever seen. His white hair, drawn to the side in a loose pony tail, only accentuated the look. His face was gaunt, his cheeks sunken. He might have been handsome once. There were two red circles on his brow, and his eyelids were enhanced by a similar coloring. Some sort of clan markings denoting rank, the notes had said. They appeared gradually as the clan member aged and gained power, a signal of the bloodline limit that coursed through the veins.

His mouth was half open and each was breath drawn as if it was his last. This man was clearly fighting a losing battle for his life.

His survival was the key to Sakura's, and hell if she would be the one to let him die. Sakura's medic persona took over immediately.

She slipped off the sheets, making a mental note to praise Kabuto for his care. Everything was crisp and clean, down to the loose boxer-type shorts Kimimaro wore. She observed the broad chest, once well-muscled, she would presume, which was now lined by the dents formed by ribs. Thicker ribs than normal people. Interesting. The arms and legs were in a similar state, giving evidence of previous musculature which had atrophied through disuse.

She would get to know this body very well before the day was over. Sakura cracked her knuckles (a habit which enraged Tsunade, back in her apprentice days) and pumped chakra to her hands.

Sakura's perfectly balanced chakra meant that she excelled at delicate tasks. Operations such as this, exploratory "system surfing", as she liked to call it, for example.

She pressed her hands to the smooth, pale chest. Her eyes became unseeing as she "felt" with her chakra, flowing through veins (where his blood pumped altogether too slowly) and arteries.

This initial blood vessel network check yielded immense amounts of information. After half an hour, Sakura was already filling the gaps in Kabuto's notes.

She then checked Kimimaro's nervous system, "traveling" from the brain to the tips of his toes. Here too she learned much. His spine far less nerve pathways than normal people's spines, but the area surrounding it had many more. And his reflexes would be amazing, if he was healthy – he had more nerve endings near the surface of his skin than most.

Scanning Kimimaro's skeletal structure gave her a little more trouble, principally because his bones were so strange. They were far thicker than normal bones, around three times as dense and packed with minerals. She could hardly worm her chakra into them to pass through. His spongy bone tissue (located at the ends of bones) was as compressed as a normal person'scompact bone tissue. The nutrient canals were piled with reserve minerals. Sakura had never seen the like before.

By the end of the day, Sakura was exhausted but satisfied. She gave Kabuto a long explanation of her findings, sitting on her stool while he sat on the bed. He was really a pleasant man when not actively engaged in malevolent backstabbing, respecting her opinions and agreeing with good humor when she pointed out flaws or holes in his observations.

"Tomorrow I will focus on his lungs."

"I will inform Orochimaru."

"Mm. I did not find any signs of the problem with skin irritation."

"It flares up occasionally. Perhaps due to the habit of constantly breaking the skin in order to use his bones."

"I will look out for it."

Kabuto considered Sakura. "You have discovered more in one week than I have working on him for several years."

"My chakra balance allows me to do things which normal medics cannot."

"It is impressive. Orochimaru will be pleased."

Sakura picked at the corner of a paper. "Do you think you could ask him if I can go for walks, sometimes? I need to see the sun."

Kabuto gave her a small smile. "I'm sure that can be arranged."

"Thanks."

That night, amidst thoughts of bone and nerves, Sakura dreamed of a pair of eyes as green as her own, expressionless and unblinking.

VVVVVV

A/N: I do not have a beta. If you spot a particularly bad typo or an extraordinarily convoluted sentence, please leave me a PM or review and I'll fix it ASAP.

I'm thinking a little Kabuto x Sakura on the side wouldn't go amiss, but then I'd want to devote all my attention to them and Kimimaro would end up alone. I might make a side fic later.

Next chapter: let's have Kimimaro return to consciousness for a little. (grin)