DISCLAIMER: I DO NOT OWN NARUTO.

Sasuke had known this day would come. The day that Orochimaru would attempt to take over his body. The day he would kill Orochimaru. He watched Orochimaru approach and couldn't help but to recall his lessons over the years. Some had been brutal. He had seen the evil in Orochimaru. Some had been difficult. He had seen Orochimaru's patience. Some had been deadly. He had seen Orochimaru's hatred and brutality. Some had been about tactics. He had seen Orochimaru's intelligence. Some had been personal. He had seen Orochimaru's parental side. And then there were those nights when the nightmares of his family's massacre resurfaced and left him screaming and trembling. He had seen Orochimaru loving and tender. He hadn't thought the snake Sannin capable of such emotions. Orochimaru was an enigma and Sasuke reflected on the past three years as he plotted to kill him. His teacher, his enemy, his friend. It was sad, Sasuke thought, that he regarded the perverted snake as a friend. But it was true. They had told one another things. They had talked and they had shared. They had an unsaid agreement. Sasuke felt a certain bitterness towards his mentor as he secured weapons on his person and sheathed his katana. It was time. Sasuke closed his eyes in silent meditation. He had to prepare himself both mentally and emotionally for the fight of his life.

Orochimaru's knowing, snake-like smirk had always pissed him off. He had always looked down on Sasuke as if Sasuke was something insignificant, replaceable.

Whenever Orochimaru held a blade to his throat Sasuke had to wonder. Was it that time already? Orochimaru had always kept him guessing, never allowing him any reprieve.

Sasuke knew Orochimaru was using him. Just as he was using Orochimaru. The big question was who would win the final confrontation. Orochimaru's eyes took in Sasuke's fighting form, like Orochimaru knew something he didn't. Times like those Sasuke would meet his eyes and slowly try to quench the thrill of fear that ran down his spine upon eye contact with the snake.

When he woke up, Sasuke would go through a mental checklist to ensure that he was still his own person. Orochimaru had taught him it, telling him that the day he didn't go through it was the day he would have lost.

Sasuke arrived at the cave as green as grass. The Sound nin laughed while they fought him. For the first six months Orochimaru had wholly ignored him.

Sasuke began to feel doubtful. He was still being beaten, and Orochimaru had not yet visited him. Was he that horrible? Was he so hopeless that he couldn't be bothered with? Sasuke felt his self-confidence shatter. What if? What if? What if he failed?

Orochimaru had finally taken notice of him. Not with fighting or jutsu, or anything helpful for that matter. Instead Sasuke was instructed by Orochimaru on deception and politics. He was taught what to say, when to say it, how to be discrete, how to become something he wasn't. He learned to tell lies flawlessly. He took to the training quite well. But it wasn't what he wanted, and Orochimaru knew that as he listened to Sasuke lie while licking his own lips.

Sasuke was taught how to pleasure. After learning he was to be taught the arts of pleasuring Sasuke had just about had a coronary. It was only after Orochimaru assured him that it was needed for infiltration and explained that by knowing what gives pleasure you can also learn to give insurmountable pain, that Sasuke gave in. He would become the best. He had to.

Sasuke thought often about Team 7. He remembered his last words to Sakura, her selfless offer. He remembered Kakashi, and Kakashi's understanding of him. He remembered Naruto, and his happy-go-lucky attitude that he wanted oh so much. Sasuke wished he could be happy. That was his ultimate dream. Avenge his family. Reconstruct his family. And be happy.

Orochimaru taught him that life wasn't about emotion. It wasn't about anger, happiness, or sadness. No, it was about one's ability to control and to harness those emotions, to put them down. Life was about self-control. Sasuke took to that lesson all too well. He cast aside all emotion and dawned a mask. A serene mask of perfection. No one knew him, no one ever would. Except Orochimaru. Orochimaru and his lecherous grin as he looked Sasuke up and down as he donned his Sound outfit for the first time. Sasuke had forsaken modesty a long time before.

There had been power struggles. If there are two dominant nin hidden in a cave there's bound to be a conflict eventually. Orochimaru had dominated he had tangled Sasuke in his snakes. Had reminded him that to be dominated was to be beaten and that to be beaten was to be dead. He had informed Sasuke that the next time Sasuke was to challenge him and loose that Sasuke could consider his life a forfeit. Sasuke hadn't challenged him since. But he still addressed Orochimaru as an equal. It amused Orochimaru and so he allowed it.

The curse mark. His curse. It was what kept him in that forsaken cave. He hated it with a passion. But couldn't help but love it. He needed it. It gave him power, speed, strength, and a cage.

Sasuke cried some nights. The pain of it all, the loneliness. It was unbearable. He remembered Sakura's pink hair. The mystery behind Kakashi's mask. Naruto's blinding smile. He wished he had stayed.

Every day Sasuke could feel more of himself disappearing. He was truly becoming a shell with no soul. When Orochimaru finally decided to take over there would be nothing left to stop him. Sasuke was losing his identity. And he hated it.

He kept himself apart from the other Sound nins in the hideout. There was no point. A number of things could happen, he'd kill them, they'd kill him, Orochimaru would take him over, there was no possibility of friends. Sasuke let his hatred drive him. He hated Orochimaru. He hated Sound. He hated himself. He hated the curse seal. He hated Team 7. He hated Itachi. He hated his butchered family. But he needed it. All of it. Otherwise he would completely lose himself.

Orochimaru told him to say goodbye to all he held dear, to only place his faith in his training.

Sasuke had done so, but couldn't help but wonder exactly what kind of heartless being he was becoming.

He hated to lose, and every time he looked at Orochimaru he realised he had lost. He had lost his family, his best friend, love, his brother, and his mentor. He was also slowly losing his sanity. He just wanted to achieve his dreams before he died. So long as Itachi at least died, he would have lived for something. He would have accomplished something.

The day he had seen Naruto and Sakura again he couldn't help but feel a slight twinge of pride. They had grown. Could they save him from himself? To do that, they would have to be worthy enough and beat him. He had seen the way they looked at each other, silently communicating with only their expressions. And Sasuke couldn't help the flood of anger and envy that overwhelmed him in that moment. He could have had that wordless communication. Instead that slutty, half-dressed, look-alike had taken his place. Could he have possibly been wrong in deciding to abandon Konoha?

The expressions on their faces had been quite enjoyable. The disbelief and pain. Emotions and feelings that had become very familiar to Sasuke. He saw them etched onto the faces of those he trained against. He felt them when he sparred or was being punished by Orochimaru. Oh yes, he was very familiar with those feelings. It was only a pity he had forgotten how to feel.

Kabuto. Oh Kabuto. Sasuke despised him. He was strong, but wanted to be dominated. He was a killer and a traitor who was also a healer and a self-proclaimed diplomat. Kabuto was an idiot in Sasuke's completely professional opinion. After all, only an idiot would willingly seek Orochimaru's bed. He had to be some kind of masochist. Oh how Sasuke had fallen. Before leaving Konoha he would never have given a second thought to who was sleeping with who, but now, in Sound, it was all he could do to pass the time. Other than killing someone, but that was something Sasuke refused to do, he would not kill innocents. He had been an innocent after all. His clan had been innocent. Until Itachi had ripped them apart. Innocent, more like naïve. So naïve that they couldn't see or prevent the inevitable. Sasuke just wanted his innocence back, his childhood, his family. He wanted his mother to make dinner, his father to quietly watch the family interact, his brother to poke him. Just one last time.

Meeting Kyuubi face to face had enlightened him. He had realized that he didn't have to kill Naruto, but Orochimaru. He had resolved to become stronger. He wanted to save himself. He wanted to be himself. But more than anything he wanted to be the one to kill Itachi.

After his lessons with Orochimaru Sasuke would leave the cave. His first week there he had gone exploring and found a secluded waterfall. That had become his oasis. No Orochimaru, and no pain. It was the perfect place to hide.

His training in the Sound village had consisted of death, lots of death. He had patiently and effectively killed anyone Orochimaru set against him. That was where his determination to not kill innocents had come from. If someone was trying to kill him, he would take them down. If someone was trying to kill innocents, he would destroy them. He remembered a fight where Orochimaru had threatened a small girl to get Sasuke to fight at full potential. Sasuke had slowly ripped apart the girl's attacker. The girl had looked up at him with tearing eyes and thanked him. She had slowly reached out with her tiny hand and grasped Sasuke's, a sad expression in her eyes. That was what had kept Sasuke going for the next month. The sad, hopeful, and thankful look in a little girl's eyes as her tiny hand lay trustingly in his. He felt like he could be good again.

Orochimaru had taken a delight in trying to make him kill innocent children. It was, for Sasuke the worst torture Orochimaru could inflict upon him. A genjutsu would be cast over him that would make it seem as if the child was a nin trying to kill him. Naturally, Sasuke would retaliate. Then the genjutsu would fade and Sasuke would be faced with sightless eyes and a small broken body. Sasuke had begun to fear every waking moment. He was always wondering if he was trapped in an illusion. He slowly retreated into the depths of his mind, he was afraid even to sleep. All he wanted was a rest from his anguish.

Orochimaru had ignored him again. When Sasuke began refusing to fight Orochimaru had responded with the cold shoulder. Nothing could have affected Sasuke more.

He found himself suffering anxiety attacks. He needed to kill Itachi. Sooner rather than later. But how could he? Orochimaru had forgotten he even existed. If they passed each other in the halls Orochimaru would walk on by as if he was nothing. Did he have the strength for this? If Orochimaru ignored him, all the cave dwellers did. He found himself becoming cold towards others. His life meant nothing. He was worth as much as a speck of dirt. He understood that now. He existed for one purpose, and for one purpose only. To kill Itachi. And if he had to sell his soul to Orochimaru he would do that. That was the day he went before Orochimaru and begged forgiveness for his disobedience. Orochimaru had given his triumphant smirk, nodded, the turned and walked away leaving Sasuke kneeling on the ground. He was breaking.

His old life meant nothing. He found himself not caring anymore. Sakura's love and pink hair. It meant nothing to him, he hated her for being so clingy. Kakashi's quirks and understanding. It meant nothing to him, he hated him for being a lazy pervert. Naruto's optimism and friendship. It meant nothing to him, he hated him for being so happy when Sasuke was in such pain. It meant nothing to him. It couldn't. He wouldn't let it.

He still remembered his first fight with Orochimaru. The day he had gotten his curse seal. He had been such a coward. But he had reformed. He had attacked Orochimaru with a strength that startled even himself. He had been terrified. He had been certain he would die. Without killing Itachi, without reviving his clan. He had been afraid his dreams would remain unaccomplished.

Another time he was fighting Orochimaru himself when it seemed that Sasuke might win. He had been overcome with excitement and had pushed himself too far. Orochimaru had gripped his neck and flipped them so Sasuke took the full brunt of their combined weight on the ground. Orochimaru then tilted Sasuke's head back, exposing his neck. He elongated his fangs, making sure Sasuke could see them. When Sasuke's wide eyes confirmed he understood the not-so-subtle-threat, Orochimaru leaned over Sasuke's neck and lightly placed the tips of his fangs around Sasuke's pulse point. Orochimaru had then stated that he owned Sasuke and that Sasuke would need to learn proper respect. Orochimaru gently bit down enough to produce two pinpricks of blood, then licked them slowly bringing his lips down to suck the blood out of Sasuke. Sasuke had shivered, disgusted. You're mine. Orochimaru withdrew, Sasuke's blood on his lips, teeth and tongue. That night Orochimaru had made sure his smiles showed his teeth. If only to remind Sasuke that he was not free. Sasuke was owned. He was Orochimaru's.

The Uchiha's had always been proud. Some would call it their greatest weakness. Clan members would call it their greatest strength. It was pride that allowed Uchiha's to be what they were. They were all extremely talented. They had to be to have produced a genius and a prodigy. Orochimaru had recognized the Uchiha's worth.

He had watched genius Itachi grow, had watched him slowly unravel under the pressure of both his family and the village. He watched him grow stronger. Orochimaru wanted Itachi. He heard about the massacre, he was proud. His new body was almost ready. He finally decided to make an attempt at Itachi. Needless to say, the attempt failed and Orochimaru was thoroughly beaten.

After he fought with Sasuke the first time he couldn't resist. Flawless skin, power, potential, the Sharingan. Orochimaru wanted Sasuke. He watched from a distance as Sasuke grew in power and speed. He was glad that Sasuke didn't appear to have any close relations, the boy seemed to pretty much hate all others. He was perfect. There was nothing keeping him in Konoha. He would promise Sasuke power and Sasuke would give Orochimaru all of himself. A fair deal if he'd ever heard one.

Orochimaru had watched in disgust as Sasuke held onto his belief of sparing innocents. The idiotic child. Where was the ambition? The need for power? Sasuke needed a lesson in obedience. And, if the lesson didn't take, Orochimaru would be out for blood. The red, sweet, Sasuke-protected blood of innocents.

Sasuke had actually been glad that Orochimaru had stopped him from destroying Team 7 and its new members. If he had, he would know himself to be truly lost with no hope to regain himself. In that case, he had a lot to thank Orochimaru for.

Sasuke had observed many aspects of Orochimaru's character over the years. He was a pervert, extremely strong, had no principles, cared for power, hated Itachi, and wanted Sasuke. Those had been Sasuke's conclusions over the years. Orochimaru was a slave to himself. He wanted immortality, to achieve that he had to die again and again. He spent years looking for the perfect body. He was jealous of the Uchiha's for their Sharingan and, thus, their unlimited potential. He hated that he hadn't been able to control Itachi and that Sasuke was so defiant. In Sasuke's opinion, Orochimaru was nothing but a shell of the powerful Sannin he had been.

Sasuke fondly recalled the first time he met Manda. Orochimaru had seemed smug that day, he probably expected Sasuke to grovel at his feet for fear of the huge snake. Instead Sasuke had matched Manda, insulting him and overpowering his will effortlessly. Orochimaru, at the end of that day, probably regretted that Manda hadn't just eaten him. Body and potential be damned. Orochimaru had glared as Manda and Sasuke interacted, anyone could see they held a certain amount of respect for one another. Something that Orochimaru had always wanted for himself.

Sasuke had taken to sketching on the floor and walls of his chamber. Sometimes he drew aspects of nature. Sometimes he drew people, and scenes of his past. Other times he drew out battle plans and worked on counter-attack tactics. His favourite sketch though had to be the one he did of Team 7. He had drawn them as he remembered their characters. He had chosen to draw the scene with the theme of Kakashi's secret under the mask. He had drawn the table where they had met to discuss how they would accomplish their self-given mission. He was drawn looking proud and slightly exasperated, but one could tell from the context of the drawing that he was content. Sakura he had drawn with a slight dark cloud over her as she smiled sweetly, yet maniacally. He still found it slightly creepy when Inner Sakura came out. It was disturbing. He had drawn Naruto beaming and laughing at the entire situation, it had been pretty ridiculous. In the tree above their meeting place he drew Kakashi crouching, smirking with his face mostly hidden behind his perverted book. Kakashi had always been prepared to protect them no matter the cost. Sasuke actually smiled remembering, their triumph when Kakashi removed his mask, their utter shock when the removal of the mask revealed yet another mask. Sasuke chuckled, he could feel an unfamiliar, warm feeling in his gut. Before he knew it he was laughing. He couldn't believe it, he was planning how to kill his mentor and he was laughing. Maybe he was insane.

The first time Sasuke had had a nightmare of the massacre he had been terrified. What if Orochimaru refused to rain him after seeing his weakness? Where would he be then? He'd be both a traitor and an outcast, useless. And right as Orochimaru was paying him attention finally. Sasuke had whimpered in his bed, clutching at his head and willing the images to go away. He had heard his door creak slowly opened as he loosed a tortured scream. He felt a hand run through his hair and a voice, Orochimaru's voice, start to slowly reassure him that everything would be okay. Sasuke still wondered if Orochimaru may have multiple personalities, there was no way the Orochimaru he knew most could be capable of such kindness as he showed that terrible night when Sasuke had dreamed. Orochimaru had stayed with him the entire night, finally pushing aside the blanket to lie next to Sasuke as he rubbed Sasuke's back and muttered reassuring nothings in Sasuke's ear Sasuke had had a sound sleep that night. The best he'd had in years. It disturbed him that good-Oro, as he had taken to calling him, could have such a calming effect on him.

Orochimaru always whispered insults in his ear. Not insulting Sasuke, but everyone else. He told Sasuke how great he was, how powerful, how he had so much potential. But the others, like Kabuto were talked about described as if they were scum and didn't deserve to breathe the same air as Orochimaru and Sasuke. It disgusted Sasuke. While Sasuke generally cared only for himself, he didn't like hearing trash talk, especially when the opposite was true. Kabuto may be a whiny little bitch, but he was loyal and would die for Orochimaru. Sasuke didn't like that Orochimaru was casting that kind of love aside as if it were nothing. It was a waste. What Sasuke himself wouldn't do just to have someone trustworthy to talk to.

Sasuke inhaled deeply. He was wondering if he should say anything to Orochimaru while he killed him. Maybe thank him for all of his pain? No. Sasuke didn't want to be one of those people who gave deep monologues to his victims. It annoyed him when others did it. To make a monologue was pretty much allowing yourself to die. That was when your downed enemy tended to make their last strike in order to get the last laugh. Sometimes Sasuke really did wonder what being in this cave had done to him. Here he was inwardly debating the pros and cons of monologues. He really did hope someone saved him soon.

Sasuke had never had any intention of being taken over by Orochimaru, it gave him a slightly dirty feeling not to mention that he wanted to kill Itachi himself. Once Sasuke had finished strategizing how to beat Orochimaru at his own game he began investigating nin who he may convince to join him on his journey to kill Itachi. The water guy seemed like a good choice. He was powerful, wouldn't just bow down to power. Juugo would also be a good addition, he believed Sasuke was some kind of reincarnation of Kimimaro. That stalker girl that was obsessed with Sasuke would also do, she was full of surprises after all, she would be very valuable to finding and defeating Itachi. His team picked, Sasuke was now waiting for the opportunity to defeat Orochimaru. He really couldn't wait to leave the oppressive cave.

He didn't know why he felt a connection with Orochimaru. They were both ambitious for power, and from that fateful night with good-Oro Sasuke had learned that Orochimaru also had a tragic childhood. He found himself wondering, what if? What if Orochimaru was different? What if Sasuke's family hadn't been massacred? What if he had stayed in Konoha? No matter, here and now was what mattered. The past was the past and Sasuke refused to waste any more energy thinking over what could have been.

Sasuke was becoming a philosopher. He spent all of his free time thinking, contemplating things that made his head hurt. How did chakra really work? How could it defy the laws of nature? Why do individuals do what they do? Sasuke could only groan. The great Uchiha had turned into a bloody philosopher, just wonderful. At least now he could bore his enemies to death. But he still did wonder, what was his purpose? What was he meant to do? Was he going to die when he finally confronted Orochimaru? Would it be so bad if Orochimaru took his body? Why was he still here?

Sasuke got up, he checked his katana to make sure it slid out of its sheathe easily. Nothing like going up to Orochimaru intending to kill then spending a minute trying to free his weapons. The only way to defeat Orochimaru then would be from laughter. He checked, double-checked, the triple-checked his armour and clothing. He also made sure he had all of his weapons and in great quantities too. This was going to be a fight for his life after all, he had to practice constant vigilance and be prepared for anything. As much as Sasuke hated to admit it, Orochimaru knew him. But he knew Orochimaru. He had seen the true Orochimaru the night of his nightmare. They had talked long and hard. It had given him a valuable insight to Orochimaru's mind. Hopefully it would be enough.

Sasuke stepped across his threshold, stopping halfway. He turned back to look into his room which had been home for the past few years. He looked at the impersonal bareness to it, the smudges where he had washed off his sketches, and his bed, uncomfortable though it was. Sasuke was going home. He would kill Itachi, then he would go home. Wherever that may be. He was a true master of the Sharingan, maybe that meant he wouldn't have to kill his best friend. He hoped killing Orochimaru would suffice. He began rehearsing how he would convince his chosen ones to join him as he walked away from his room. He would find a way.

Sasuke entered the room where the exchange would take place. The atmosphere of the room was charged and tense. Orochimaru stood on the far side, Kabuto next to him. Orochimaru's expression was quite disturbing. There was hunger in it, hunger, lust, expectation, happiness. Sasuke never thought he would see Orochimaru happy. He hoped that expression wouldn't stay on his face for long.

Kabuto smiled at Sasuke warmly as he approached. He gave a respectful nod as the Uchiha met his eyes. Kabuto's eyes wandered over Sasuke's form, he could see the shapes of hidden weaponry. Surely Sasuke didn't mean to fight his way out of this?

Sasuke smirked. He couldn't wait until Orochimaru realized just how well he had taught him. The fact that they were both using each other for one another's aims was just too amusing. It was a situation that both had played like masters. Sasuke sighed, he was going to beat Orochimaru at his own game. And he would enjoy every minute of it.

Orochimaru could barely contain his excitement. He was finally going to get his Uchiha. Here he was, beautiful, deadly, powerful, agile. His eyes flitted over the bulges of weapons on Sasuke's person, he smiled knowingly, that was Sasuke all right. Defiant until the end.

All three of the powerhouses of Sound acknowledged each other while assistants bustled about securing equipment and doling out weapons. Kabuto retreated while Orochimaru and Sasuke stood silently examining each other. Orochimaru gave an amused chuckle while Sasuke glared, head held proud.

They both stood, allowing the import of the moment to settle. They realized that one of them would die today. Each was sure it was to be the other. Orochimaru was determined to get his new body, he needed to. This was a life and death situation for him. Sasuke was convincing himself that this needed to be done. Orochimaru sure as hell wasn't an innocent. It was either him or Sasuke. Sasuke was determined to hold no regrets for the past years with Orochimaru. He had done what he had done out of necessity and he would not regret it.

The two nins gave respectful bows to one another then turned and walked a few paces away. After twelve paces they turned back to one another and met the other's eyes.

Sasuke's onyx eyes were cold and hard. He was determined and fierce, this was something he had to do. He was prepared to die this day, but he did hope to live. He had dreams to achieve.

Orochimaru's snake-like eyes were harsh and emotionless. His tongue flicked up to slowly lick his lips. He was ready, he wanted his new body. He felt as if he was rotting from the inside out. He would destroy Sasuke and take the Sharingan body. He didn't so much as care about Sasuke's body as those eyes. He would give anything to have those eyes at his disposal. He had to live.

Kabuto watched what was transpiring in horror. His master was in pain, his body was beginning to reject him and his master decided to indulge the ungrateful brat with a battle before taking his body. What If his master was hurt? Why was everyone around him so impulsive anyways? He sighed, he couldn't very well stop them. He would just enjoy the show while his master beat down the little Uchiha brat once and for all.

The moment of truth had arrived. Both combatants crouched low, sinking into their preferred battle stances.

Sasuke's eyes narrowed as he sunk crouched, drawing his katana. He made the seals for Chidori and watched in satisfaction as blue lightning danced up and down his blade. The chirping of the birds filled his ears and accomplished the amazing feat of calming him. The sounds were soothing and allowed Sasuke to fall into a battle trance. He was ready.

Orochimaru grabbed a handful of kunai. He made eye contact with Sasuke and licked the blade of one of them, allowing it to cut his tongue. He would summon his snakes. He got into position. He was prepared.

Battle preparations finished, the two nins leapt at each other. One was lithe and crackled threateningly with lightning. The other was tall and seemed to lengthen as his body from the waist down became the tail of a snake. They both held determined looks in their eyes, both knew loosing was not an option. Only one of them would survive. They had no regrets.