A/N: I decided to skip the entirety of the first exam, since I really couldn't think of much to change from canon. But that realization brought to mind a chance to deviate from canon by a great deal in the second phase. I hope you enjoy it. All I own are the walls around me and the computer I'm writing this on. On with the show.

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Chapter 8: The Forest and Beyond

The beautiful psychopath called it the Forest of Death. Sasuke thought she was beautiful because she had power and a desire to show it off, much like him. Naruto thought she was beautiful because he could see most of her body, given her choice of outfit. But they both knew she was a psychopath, because she'd come bursting into the first exam room throwing kunai before introducing herself. Naruto chuckled at the memory of the scarred examiner rolling his eyes at her antics. Unfortunately for him, his chuckle coincided with the psychopath's warning of how dangerous the forest was, and he earned a kunai to the cheek for not paying attention.

"I've met lots of brats like you before." She said, suddenly standing behind him. "The 'laugh in the face of danger' type." She licked a bit of blood off of his face. "Maybe you'll come across what's left of them out in the forest." She grinned a blood thirsty grin at him.

Naruto grinned right back. "Maybe." He said, catching her kunai from Sasuke, who had grabbed it after it had cut Naruto's cheek. "I'll let you know when we see you in the tower." He said, handing it back to her, handle first.

She took it from him, her smile widening even more. "I like you brat. I'll give you some free advice." She spun to address everyone gathered there. "Don't die."

-An Hour Later-

Sasuke and Sakura sat in a small clearing, trying to think. "We haven't come across anybody yet. That seem kind of odd to you?" Naruto asked from his position up in the branches of a nearby tree, sniffing again, still smelling nothing.

Sasuke made his usual grunt of neutrality. "Maybe. How far does your nose extend these days?"

Naruto smiled humorlessly. "A few kilometers, with the right wind. More, if I use some of the Fox's chakra." His smile widened a bit. "But if I did that, anybody near enough to smell would bolt."

Sakura cleared her throat. "Couldn't you just create a lot of Kage Bunshin, and search the whole forest?"

Naruto shook his head. "With the number of teams, a single hit clone would be destroyed by a trap. And everybody will be paranoid about anybody not part of their team."

"What about Tsuchi Bunshin?" She asked, tapping her chin as she thought.

Naruto laughed. "If you'd like all the earth within six kilometers to turn into a crater, then sure, I could do that."

Sasuke sat silently, listening to his teammates while he thought. "We have five days to get one scroll. I think we should camp out right here. Somebody will come and find us."

Naruto crouched on his branch, thinking. "If we're going to camp somewhere, I think we should move closer to the tower. The majority of people out that way will have two scrolls, so we don't have to worry about wasting time fighting someone for the wrong one, and they'll be exhausted from fighting so we can pick them off without wearing ourselves out too badly."

Sakura and Sasuke nodded. "It's a good plan, dead-last, but I'm sure you've realized the problem with it." Sasuke said, lifting his cloth-wrapped object by its tassel.

"Yeah, I noticed." Naruto agreed, cracking his knuckles.

Sakura spun, forming handsigns as she did. Suiton: Mizurappa. She thought, spraying a high-pressure stream of water at the woman who had snuck into their camp. The woman bent backwards, palms on the ground as she barely dodged the torrent from Sakura's lips. Naruto dove from his tree to catch her before she could right herself, forming handsigns of his own.

Doton: Retsudo Tenshō. He thought, landing on one outstretched hand and grinning as the earth below him was torn apart in a circular fashion. The woman was caught in the twisting rock and dirt, her cry of pain drowned out by the crunching of earth. Naruto stood with a grin. "You know, it never occurred to me that that technique is kind of fitting for me. I mean, I'm maelstrom and whirlpool, and this move makes this big circular grinder of earth."

"Yeah Naruto, very funny." Sakura said impatiently, eyeing the woman. "Did you kill her?"

Naruto looked down at her. "Nah. I figured if she doesn't have her team's scroll, we could ask her where they are. Hold on, lemme secure the prisoner." He said, four semi-formed earth clones rising from the ground on either side of her and pinning her arms and legs.

"She's from Kusagakure." Sasuke observed, pulling the sword out of its cloth-wrapped scabbard and putting the blade to her throat. "Give us your scroll." He demanded of the woman.

"She's still unconscious, bastard. Sakura, would you kindly search our guest?" Naruto asked, keeping a watch for the woman's teammates.

Sakura searched her quickly, finding a Heaven scroll after a short while and tossing it to Sasuke. After checking that Naruto still had their Earth scroll, they fled the scene, moving towards the tower.

Unnoticed by them, a pale man with long, black hair and amber, slitted eyes smiled sadistically from his hiding place in the forest. Sensing someone behind him, he spoke without turning. "Ah, Kabuto. What do you want?"

"Not that it's my place to ask, Orochimaru-sama, but weren't you intending to mark the Uchiha with your cursed seal?"

Now Orochimaru did turn. "And why would I plant something with a one in ten survival chance on one of the few wielders of the Sharingan?" He asked with a tone of annoyance. Kabuto sputtered a little, before apologizing to his master. Orochimaru laughed softly. "I'm only teasing, Kabuto-kun. I do intend to mark the boy, but only until I am certain that he will survive." He paused, considering something while he watched the woman's teammates arrive to help her. "His teammates interest me as well. I would like you to fight in the third exam, learn a little more about their abilities. If nothing else, the Kyuubi brat's purported regeneration will make him a good guinea pig." Orochimaru bit his thumb, sliding the blood through the tattoo on his other arm. "Speaking of rodents…" He said, slamming his hand on the ground. "Dinner is served." He said coldly to the giant snake, which slithered forward to devour the team from Kusa.

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Nearing the tower, Team 7 came across an unexpected sight in the form of Team 8. "You already got another scroll?" Naruto and Kiba said to each other at the same time, disbelief in both of their voices.

"We happened across a group of foreign ninja who were ill-prepared for the insect life of the forest." Shino said with his usual mechanical tone as he adjusted his glasses. "And yourselves?" He asked with the same seeming disinterest.

"We got lucky too." Sasuke said simply.

Look alive, brat. The Kyuubi said suddenly, making Naruto glance around. Sure enough, the team from Suna had just emerged from the bushes.

"Gaara." Naruto said, hands moving to the silver studs on his pants.

Team 8 had all frozen in place at the sight of the Suna team. "You do not want to fight that guy, Naruto." Kiba breathed out of the corner of his mouth. "Total psycho, even his teammates are terrified of him."

"Uzumaki Naruto." Gaara said, arms dropping to his side and a smile forming on his face. "I had hoped to run into you out here."

"Gaara, we already have both scrolls…" His blonde teammate began, moving between Gaara and Naruto.

"Out of the way Temari. I'll go through you if I have to." Gaara said, staring past her.

"Gaara, listen to your sister." His other teammate said, inching away from her all the same.

"I told you already Kankuro. I don't think of either you as my siblings. I'll kill you both if you don't let me fight Uzumaki."

Naruto turned to Team 8. "You guys go on ahead to the tower." They nodded and fled the scene. Naruto glanced to either side at his teammates. "Will you two keep his teammates occupied?"

"I've got blondie." Sakura said in response, tying her hair into a high roll.

"I suppose I can play with the freak in the makeup while you deal with the kid." Sasuke said, spinning his sheathed sword by the tassel.

Temari eyed Team 7 warily. "Listen Gaara, if we get killed or critically injured out here, you'll get disqualified, and the whole trip will have been worthless."

"If I can kill Uzumaki, it won't have been a waste. Out of my way."

Naruto hesitated for a second. "I'll tell you what, Gaara. The next round is supposedly a tournament. If you're lucky enough to make it through the forest without a scratch, you can probably win enough matches to fight me. Can you hold off our fight until then?"

Gaara's eyes hardened, then relaxed into his usual bored looking expression. "Fine. If you get beaten before we meet in the tournament, then you aren't worth my time anyway." He said finally, walking past Team 7 with an air of dismissal. The rest of the Suna team followed, Kankuro shooting daggers at Sasuke as he passed.

"It's not makeup. It's war-paint." He said with contempt in his voice.

"Whatever helps you sleep at night." Sasuke said, covering his sword again and smirking.

Sakura sighed in relief as soon as they were out of earshot. "To the tower then?"

Sasuke and Naruto nodded, walking off.

-Five Days Later-

Team 10 entered the tower, winded and covered in dirt and scratches. Shikamaru immediately collapsed against the wall, not looking up as Naruto joined him. "Took you guys quite a long time to join us." Naruto said casually, smiling as Ino looked around immediately for Sasuke, who had decided that hiding would spare him a headache.

"We had a troublesome time with a team from Ame. They kept using illusions, made it a drag to catch them with my jutsu. Chouji got tired of waiting and flattened them all." Shikamaru said with a sigh. "How long has Team 7 been here?"

"We got in after only an hour out in the forest. Tricked a Kusa Kunoichi by lying about my nose."

Shikamaru stared at Naruto for a second before shrugging. "So I guess you had five days to relax? I'd be jealous, if that weren't such a hassle."

Kiba walked over laughing. "Relax? Naruto has been working out, Sakura's been reading, and Sasuke wouldn't let us see what he was doing." He scratched the back of his head. "I'm actually kind of embarrassed. We didn't really do anything."

All the Genin looked around at the sudden sound of coughing, noticing a sickly-looking Jonin who had appeared in their midst. "Greetings. My name is Gekkō Hayate. Congratulations to all of you on passing the second exam. You're all truly skilled." He paused to cough into his fist. "Unfortunately, there're too many of you. So before we start the third exam, we're gonna have preliminaries. But before we do that, would any of the twenty-one hopefuls like to withdraw and try again in six months?" He looked around expectantly, then heaved out a sigh that degraded into coughing when no one raised their hands. "Very well. The screen behind me will randomly pair you together. The odd man out will get a buy."

The Genin all looked with interest at the large monitor behind the proctor as twenty one names flew across the screen.

Abumi Zaku

Vs.

Uzumaki Naruto

"Ha! I'm up first." A boy with spiky black hair shouted.

"Well that cuts the suspense a bit." Naruto said with a grin, cracking his knuckles.

"Very well, everyone else, kindly move up to the viewing deck." The proctor said, gesturing towards the stairs behind him. The other Genin moved obediently up the stairs as Naruto began hopping from foot to foot, warming himself up.

"So what's your gimmick?" Naruto asked as he popped his back.

"Wouldn't you like to know." Zaku answered with a smirk, dropping into a stance.

"Begin!" The sickly proctor shouted, signaling the start with a downward chop.

Zaku immediately brought a hand up, his palm pointed at Naruto. "Zankūha!" He shouted, a blast of sound flying from his palm towards Naruto.

Naruto winced as it collided with him; the force of the blow pushing him back a few feet. He shook his head and let out a low whistle. "Nice trick. An attack that moves at the speed of sound with all the force of a cannon." He bit his thumbs, dragging them down the metal studs on his pants. "I'm gonna have to drop some weight to outmaneuver it."

His opponent laughed derisively. "You expect me to believe you can outrun sound?"

Naruto smiled cheerfully. "Well, strictly speaking, I don't have to outrun sound. I just have to move faster than you can aim your arms." He blurred into movement, moving to the left to circle behind his black haired opponent.

"You think you're the first person to figure out I can't move my arms to behind me?" Zaku barked, firing a blast off to his side and slamming Naruto into the wall.

Naruto spat blood off to the side and grinned. "I'm surprised to see you're better than I thought. Usually someone with a neat trick hasn't done anything but focus on making it tougher, they don't look at weaknesses it might have."

Zaku smirked. "Thanks for the compliment. From how you've moved so far, I'm guessing you're a close-range fighter. Bad luck coming against me, wasn't it?"

Naruto shrugged. "I don't know about that. Earlier, you were so focused on aiming where I was going to be, you didn't actually see what I was doing." He said, a glint in his eye as two earth clones burst from behind Zaku, one tripping him, the other pointing his arms at his own chest. "One of the key points of being a close-range fighter is figuring out how to get close." Naruto finished with a grin, walking closer in case his opponent wasn't done yet.

"I guess you think you've beaten me?" Zaku snarled, a glint in his eye.

"Unless you're going to fire a cannon blast into your own chest, yeah, I do."

Zaku opened his mouth, apparently about to do just that, when the sickly proctor knocked him out with a kick to the head. "Abumi Zaku is no longer able to continue, the winner: Uzumaki Naruto."

"That isn't fair! The match wasn't over yet!" Zaku's female teammate shouted from the viewing deck.

Hayate coughed dismissively. "There was no point in letting him do potentially lethal damage to his own organs. Uzumaki had already demonstrated he knew how to get past his technique, killing himself wouldn't have changed the result."

Naruto snorted with laughter and climbed the stairs to congratulations from most of the Konoha Genin, most of whom seemed surprised at his casual usage of Tsuchi Bunshin, when the standard clone technique had been his worst in the Academy.

"Nice to see you won dead-last." Sasuke said from where he leaned against the wall. "I'd hate to know our squad was the first defeat in this tournament."

"Well bastard, you do your best to win your match too. I'd hate for the dead-last to be better than the Top Rookie. Think of the scandal it'd be."

Hayate coughed again, getting everyone to pay attention. "The second match is about to be selected." He said in his raspy voice.

Yakushi Kabuto

Vs

Hyuuga Neji

"Isn't Kabuto the one who's taken this test six times already?" Sakura asked, eyeing the silver-haired boy appraisingly.

"Yosh! He has no chance against my eternal-rival, Neji!" Lee shouted, throwing a fist up in the air.

"You haven't even seen me fight and you're so sure? My opponent sounds like a scary guy." Kabuto said with a near whine, pulling off his glasses and folding them closed. He turned to Naruto. "Mind keeping these safe for me? If this guy's as bad as his teammate claims, I'll be better off without them on."

Naruto took them without comment, staring down at Neji, who stood with an angry look on his face. "Hey Sasuke, is it a requirement for the number one rookie of each year to be a pissed off looking girly boy, or is that just a coincidence?"

Sasuke jerked his head towards Lee. "Is it a requirement for the dead-last to be a loudmouth with no fashion sense, or is that just a coincidence?"

"If you two are done trading witty banter, you may want to watch this." Sakura said, her tone one of awe.

Naruto and Sasuke both had to double take at what they saw. Neji was using palm strikes and flowing like water in the Hyuuga Gentle Fist style, as they had expected. The surprising thing was his opponent, who was able to not only dodge the majority of the blows, but had managed to score a few good blows to Neji's side.

"Would you like to surrender, Hyuuga-san?" Kabuto asked with a smile, keeping his stance.

"Don't get full of yourself. You're more impressive than I'd thought, but it is not your fate to defeat me." Neji said stoically.

Kabuto's expression hardened. "I know your eyes see a lot, Neji-kun, but don't expect me to believe you can see the future." He lunged forward, his hand glowing with a blue light.

Neji swatted the hand away, moving to land another jab of Jyuuken, when he suddenly winced in pain. 'Something is wrong with my arm.' He thought, staring at the arm he'd just used to block the blow. "What did you do to me?"

"I'm sorry Neji-kun, but that's not your fate to know." He said, landing two strikes to each of Neji's legs with blinding speed. Neji swayed drunkenly before falling to the ground. He struggled for a bit then sighed.

"I'm unable to stand." He said simply.

Hayate coughed and blinked in surprise. "The winner is Yakushi Kabuto."

Kabuto returned to the viewing deck, accepting his glasses from Naruto with a soft 'thank you'.

"What did you do to him, Kabuto?" Naruto asked, staring at the man with respect. Sakura was silent, but looking from the downed Neji to Kabuto with an analytical expression.

"Maybe if you fight me in the next round you'll find out Naruto-kun." Kabuto said, walking away with a smile.

"I know what that was." Sakura said in a low whisper. "It was a chakra scalpel, an offensive application of the techniques medics use." She watched Kabuto slump against the wall over by his teammates. "It'd be wise to avoid him."

The next match was between Lee and Shino. The bug user started out well, using bug clones to avoid Lee's strikes. However, with Lee not dependent on chakra, the main facet of Shino's strategy was useless against him. Eventually, Lee was able to land a powerful blow and Shino decided to withdraw to avoid any further injury. Naruto and Sasuke exchanged a glance of shared amusement. The previous year's dead-last had done better than their top rookie.

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Endnote: Probably an awkward place to end the chapter, but I was just digging a hole with it and decided you'd waited long enough anyway. Once again, I can't promise a quick update, what with my daily night shift at work, hanging out with my girlfriend during the day, and working on a non-fan-fic related project with a friend of mine. But I'll see what I can do. See you next time, true believers.