Kabuto damned his alarm clock every day. But today he damned it especially explicitly.

Sighing with frustration and turning over with a groan, Kabuto threw the offending clock against the opposite wall and stuck his head under his pillow, trying with difficulty to block out the noise. He turned over again, sighing as he realized it was impossible to escape the loud beeping of the clock. Kabuto got up from his bed, hair tussled and unbound, eyes half-closed and clouded with sleep. Kabuto groaned turned off the clock (the correct, easy way now-by hitting snooze) and set it down on his nightstand again. Well, he was up, and he afraid if he stopped moving, he wouldn't be able to start again. Might as well get going…the silver-haired teen sighed. He wordlessly trudged into the bathroom, brushing his teeth, combing his hair, and getting dressed in a fog. He tied his hair back in its normal, neat ponytail, wrapped his white sash around his waist, and took one final look in the mirror above the sink. He let go of a breath of satisfaction and stepped out of the bathroom, sliding into his sandals on his way out the door. Time for the best part of the day-waking up Orochimaru.

Kabuto slid silently into the room, softly closing the massive, snake-handled doors behind him and entering the main area of Orochimaru's suite. He walked down the long hallway, and then took a left into the bedroom. The door was closed, and a strong smell of incense greeted Kabuto when he opened the door. Usually it was lavender-today, though, it was rose. Kabuto's nose wrinkled at the smell: it was beautiful, but more suited both to Orochimaru's tastes and personality and his tendency to enjoy aromas ore when they were outrageously strong. Kabuto, on the other hand, liked mild smells in small amounts. Even so, he walked forward and into the room, gently smothering several of the sticks of incense. Orochimaru had also left candles burning; Kabuto left those for light. He then moved around the room, marveling at the beauty once again. Incense rested in shallow bowls hung from the ceiling on golden chains, and candles sat in deeper ones. Candles were also piled on Orochimaru's desk, his nightstand, and over several unknown pieces of furniture that had long, black silk curtains draped over them. Orochimaru had red curtains draped over much of the walls, and they seemed to be draped and pinned haphazardly. But Kabuto knew better: Orochimaru had done this to add flare to the otherwise-stone room. His bed itself, a magnificent, tall four-poster of deep mahogany, was the center of the room, with sheer red curtains around it and deep blood-red sheets. Orochimaru himself lie in the middle of this, sheets pooled around his lithe hips, barely covered by his boxers. Kabuto tried not to stare, but he couldn't help but do so as he caught sight of his master's breathtaking form, inert on the bed. Dark hair splayed out around him in a halo of darkness, in sharp contrast to his porcelain skin. His piercings gold eyes were closed, but the violet over them more than sufficed to steal Kabuto's soul and lock it in a deep trance. Kabuto shook himself and paced closer to Orochimaru's bed, parting the curtains and slipping through them to sit on the edge of Orochimaru's bed. Kabuto reached out and touched Orochimaru's shoulder, whispering the sannin's name to wake him. Orochimaru was a deep sleeper-he would probably wake after a few minutes of cold water being poured on his face. But it never hurt to try-

Orochimaru's eyes flashed open with a gasp.

Kabuto drew back, his hand snatching away from Orochimaru. "Orochimaru-sama," he said softly, surprised. Since when was Orochimaru such a light sleeper? "My apologies, Orochimaru-sama, I did not mean to startle you-were you already awake?"

Orochimaru sat up slowly, gazing at Kabuto and panting lightly. He shook his head in response to Kabuto's question. "Guess I was just in a lighter phase of sleep," he whispered, shaking his head. "Whatever."

Kabuto's eyes narrowed. He knew Orochimaru had a past to him-was it coming back and haunting him during the night? He decided to shake it off. It was probably nothing. In the dark of the room, Kabuto could see the shadows dance across Orochimaru's face like never before, and it stunned him every time. He sighed lightly and stood up, holding the curtain aside and offering Orochimaru his hand. The sheets almost clung to Orochimaru as he slid his pale, slender legs out of them, stepping out of bed and taking Kabuto's hand. Kabuto held him close and steadied him with his own body as Orochimaru oriented himself, but then stepped away from Kabuto and walked away, pulling his boxers up a bit to shield himself more from Kabuto's hungry gaze. He opened the door to his room, leaving Kabuto with instructions to blow out all the candles and make breakfast. Kabuto quietly did as he was told, leaving Orochimaru's room still smelling faintly of rose and smoking lightly. Kabuto left the door open ajar, and then went into the kitchen to get Orochimaru something decent to eat. He swore, without him, Orochimaru would have died of malnourishment by now. He set out a plate of scrambled eggs and an orange, and then went to get his own food. Kabuto only got hungry once he was actually up and about, and thus usually went and woke up Orochimaru before eating breakfast. Kabuto had just opened the door when Orochimaru stopped him.


The genin turned slightly to face his master, answering, "Hai, Orochimaru-sama?"

Orochimaru looked hesitant before finally asking, "The fear of something attacking you in the dark is nyctophobia, right?"

Kabuto paused, closed the door, and turned around fully. "Fear of the dark itself, fear of something concealed in the darkness, fear of waking up in the dark after a nightmare and fearing the danger is real-so on and so forth. Why do you ask?"

Orochimaru shook his head. "New experiment."

Kabuto shrugged. It was a solid enough excuse, but Orochimaru's earlier over-reaction to Kabuto waking him up was getting the genin worried. Well, let it go for now. Orochimaru could take care of himself. He was probably being paranoid. "Your breakfast is on the table. Eat it, and then let me know what else you want. I'm going to wake the Sound Five."

Orochimaru waved him off. "No, leave them to sleep. Wake them in half an hour."

Kabuto nodded. "Fine. Now, I'm going to check on Kimimaro."

Orochimaru nodded and slid into the bathroom, swift as a viper and smooth as silk. Kabuto exited the room, closing the door and taking off for medical wing of the complex. But he wasn't going straight to Kimimaro: no, he was making a side trip to an old friend-and he was old. He had known Orochimaru in diapers, and could probably tell Kabuto if he had noticed anything different about Orochimaru lately-or if he had a fear of the dark in the past. Kabuto knocked politely on the door of the man's office and waited for an answer. The light was on, but the door was closed, so Kabuto made sure to knock. "Old man Kenshin!" he hissed, knocking on the door again. "Open up, I have to ask you something!"

"Kabuto? Is that you? If it's Kabuto, you may come in. If you're anyone but Orochimaru or Kabuto, go away."

Kabuto smiled and turned the knob to the door, slipping into Kenshin's office and softly closing the door again. Kenshin pushed his chair away from his desk, turned it slightly, and glanced up at Kabuto. "What can I do for you?" he asked, taking his reading glasses off the end of his nose and setting them aside. Kenshin was at least seventy-five, and looked his age: his skin was sagging, his hair was white, and his tanned skin was speckled with liver spots. But still, Kabuto loved him like a grandfather, and had even gone as far as to adopt him as such. He had grown up around the man, and trusted him with both his life and Orochimaru's.

"I have a question…about Orochimaru-sama when he was young."

Kenshin smiled wisely. "Ah, you know you're not supposed to gossip, Kabuto-kun," he chided. Kabuto sighed.

"Medical reasons," he said, waving off Kenshin's comment. "I need to know if he had a certain fear as a child, and if he did, why."

Kenshin shrugged and leaned back in his chair, resting his arms on the sides. "Shoot," he said. "But bear in mind, Orochimaru was virtually fearless all his life-"

"Nyctophobia-the fear of the dark."

Kenshin nodded. "Only fear he ever had. Why, it's coming back?"

"I think so," Kabuto replied. "He's been sleeping with more and more light in the room, more and more incense, and he seems startled whenever I wake him up."

Kenshin frowned and stood up. "Does he trust you?"

Kabuto hesitated, but then nodded. A smile grew over Kenshin's face, like he knew something important that Kabuto didn't.

"Trust is mutual, boy; don't you ever forget that. The fact that you hesitated to attest to his trust in you says that he will most likely hesitate to attest to your trust in him, and vice versa. And, questioned directly about your own trust in each other, he will still hesitate. You either need to make it clear to him that you need to trust him and he needs to do the same, otherwise this will continue. He needs someone to trust, now more than ever. If this fear is coming back, it must have a trigger. Watch him carefully, especially if he has any visitors around-welcome or unwelcome. Make sure no one gets to him in his own room without his express consent."

Kabuto's eyes narrowed. "Are you saying someone is traumatizing him?" he growled.

Kenshin merely shrugged. "It's possible. Like I said, watch him."

The door opened, and Kenshin glanced over Kabuto's head. A pale man with black hair and golden eyes walked in, looking tired and worn already. Orochimaru was dressed in only a dark kimono, black with gold patterns on it. A gold obi held it closed, tied in the back. "Who are we talking about here?" he asked, voice slightly raspy from sleep.

"Kimimaro," Kenshin supplied smoothly. Kabuto made sure to keep his face passive and clean; if Orochimaru found out-

"Look, Kenshin, I wanted to talk to you. Alone."

Kabuto's eyes suddenly looked stricken. "You…don't trust me?" he said sadly, acting completely and totally stabbed through the heart. Orochimaru rolled his eyes.

"Flawless acting, but I know you. Shoo."

Kabuto's expression swiftly changed to anger. "Orochimaru-sama, as your medic, I think I deserve to know!"

"And that's wonderful. But is this about business, or have you grown a bit closer to me for comfort?"

Kabuto's eyes flashed dangerously, and Orochimaru could sense the teen's emotions running wild. "I'm sorry," he whispered. "I-I didn't mean it the way it came out…I haven't been getting much sleep lately, as Kabuto told you. Yes, Kabuto, my nyctophobia has come back. Not that it's any of your business-"

"Do you trust me or not?"

Orochimaru swiftly turned on Kabuto. "Of course I trust you!" he hissed. "I trust you with my life!"

"But not all of it."

Both men turned again at the sound of Kenshin's voice. "What are you saying, geezer?" Orochimaru threatened. "Are you presuming-?"

"I presume nothing. I merely draw conclusions from what I have seen."

"Don't make excuses."

Kenshin smirked and sat down in his chair again, crossing one leg over the other and putting his hands behind his head. "Call it what you will, but the fact of the matter is, you didn't trust Kabuto with confidence of your fears, and he has lost a bit of trust in you as well. Correct me if I am wrong. Kabuto is worried about you; you are afraid he will think less of you if you tell him about your fears, so you search for other solutions. Now, Orochimaru, I knew you as a child. You never even told me about your fear; I figured it out when I heard you crying one night. You were nine, and I thought it was odd; it was rather unlike you to cry. Anyway, I knew your phobia was severe, so I started lighting sage, rose, lavender, and vanilla incense to try to calm you down enough to get a normal night's sleep. You seemed to like the lavender best, and you still use it to this day. But it's gotten worse again, no? Tell me, who haunts you now?"

Orochimaru glared at Kenshin, trying to avoid the question. "Does it matter?"

Kenshin smiled. "Yes, it does. Or are you afraid of trusting us?"

Orochimaru sighed. At first, Kabuto thought that was all it was, but then he caught the whispered syllables of a name: "Uchiha. Itachi."

Kenshin's eyebrows rose. "Ooooooooh, that she-devil. Back again, hm? Is he actually coming back, or is it your fear playing with you?"

Orochimaru's eyes narrowed, but his face remained unreadable. "He…both. He came back once…and did the same thing he did…years and years ago…and then he left and never came back. But he brought it all back…"

Kabuto glanced at Kenshin, then Orochimaru, searching for an explanation. "Orochimaru-sama?" he probed, gently prodding Orochimaru on. Orochimaru turned on him again, shaking violently.

"It's none of your business!" he shrieked, lashing out at Kabuto. Kenshin reached out and caught Orochimaru's hand, pushing him back a few feet before informing Kabuto:

"Itachi raped Orochimaru several years ago, right before he left Akatsuki. Orochimaru tried to take Itachi's body as revenge, but Itachi cut off his arm and took him over completely. In Tsukiyomi, Itachi forced Orochimaru to relive the worst days of his life-the day his parents died, the day his entire village rejected him-even the day, only a week before, that Itachi had raped Orochimaru. Orochimaru fled, heartbroken: see, he was interested in Itachi as a lover, but had never worked up the courage to ask. Knowing that Itachi wanted him was encouraging, but he decided he could never love someone who had done something like that. So, he picked up and left, and came to me, seeking advice. I helped him found Oto, and he's still searching for revenge. But Itachi drove him mad for months afterwards; Orochimaru here was so messed up, he could hardly bear to sleep alone. I tried everything I had before, and it seemed to help, but it didn't cure. Eventually, with time, the nightmares faded, but if Itachi came back and reinforced the lesson, we can kiss that goodbye."

"You speak with a slicing tongue," Orochimaru growled, yanking his fist free of Kenshin's. "I'll cut it off! How dare you inform him so! Such private matters ought never to be let out into the open! You had none of my permission to do so, and worse, you are even telling this…this boy, everything that ever happened to me and why! He doesn't need such information, and you don't have the right to tell him!"

"But he has a right to know," Kenshin said calmly. "This 'boy' as you put it, loves you and cares about you like a son, and maybe even as a lover. He didn't want to see you suffer. That's why he came to me and asked about you. He wanted my help. Come on, Orochimaru, accept that you trust him! Don't get mad at me for helping you out."

"Don't assume so much," Orochimaru spat, fuming. "Now, if you'll excuse me, I'm going so I don't castrate both of you."

"We'd die," Kabuto said immediately. "If our bodies took that kind of shock without at least a local anesthetic, our bodies would simply go into shock and we'd start-"


Orochimaru stormed out of the room, screaming. Kenshin sighed. "Let him go," he murmured. "If we do anything right now, he'll hate us more than ever. I'm glad you came to me, though. What I didn't tell you is that his nyctophobia has led to other problems: depression, irritability, even cutting. I'll work with you, but this is also a battle for him to acknowledge his trust in you and not be ashamed by it. Help him, Kabuto. Don't let him suffer."

Kabuto nodded. "Thank you," he whispered, bowing slightly to Kenshin. "Now, if you'll excuse me…I'm going to make sure Orochimaru-sama doesn't kill himself."

"He'll be on the roof," Kenshin supplied. "He always goes there whenever he wants to be alone."

Kabuto nodded his thanks and left Kenshin's office, closing the door behind him. Kenshin smiled.

"Good luck, boy," he whispered. "That man loves you, but you're the first he ever has. Cut him some slack; he really does love you, but he just can't bring himself to tell you."


Orochimaru sat quietly on the roof, knees curled into his chest and arms wrapped around his knees. His chin was resting on his crossed arms, eyes staring off into the distance at something Kabuto couldn't see. Kabuto came up behind Orochimaru and stopped a few feet away, gently clearing his throat to make his presence known. Orochimaru seemed to ignore him, but Kabuto stepped up anyway and sat down next to the sannin. The sun was rising, and Orochimaru seemed to be staring in that general direction. Kabuto remained silent for a moment, just watching the sun rise and listening to the soft sounds around him.

He didn't expect a light, soft breath that shook uncontrollably and was accompanied by tears.

Kabuto glanced over at Orochimaru, noticing the way his eyes had welled up with unshed tears and spoke of unbearable suffering. Kabuto slipped closer to Orochimaru, putting one arm around his shoulders and pulling him closer. "Orochimaru-sama," he whispered, "how long has this gone on?"

Orochimaru leaned against him slightly, letting only his shoulder rest against Kabuto in any way as he answered: "Months."

Kabuto sighed and pulled Orochimaru over a bit more, forcing him to rely more on Kabuto and less on himself. "You have to trust me," he whispered, eyes still on the sunrise ahead of him. "Don't just shut me out-you need someone. You'll crumble by yourself, no matter how physically strong you are. I know you don't like to realize it or acknowledge it, but you still have a heart, Orochimaru-sama. Whether it is to thrive or wane…is up to you."

A/N: Well, I think all the chapters for this are going to be fairly long. I'm not sure I like how this came out, but the end I like. Reviews would be wonderful-please let me know what you think!