A/N Grenfell does not own Naruto or anything other than the voices in his head.

Forest of Death

Yakumo raced through the tree tops, trying to get as much distance between her and that monster of a Genin. Two forms trailed behind her as she arrived before a large cave.

"It seems we can't take things lightly here." She half mused to the other two figures as they stepped up to her side.

"Mhmm, without the genjutsu covering our escape he likely would have killed us. We should wait until nightfall for our next group." Naruto proposed.

Sai and Yakumo nodded in acceptance as they entered the cave to rest and prepare to try to find another scroll. Naruto's clothes began to ripple and move around as numerous spiders crawled from his body and made their way around the cave, many congregating in hiding spots near the entrance.

Seeing what her squad mate was doing, Yakumo assisted by putting up another landscape genjutsu, causing the cave entrance to appear to be caved in.

Without the adrenaline from their flight, Naruto began to feel the pain that came from his arm. While he had managed to avoid the crushing damage of the Suna shinobi's sand, the course grain had been able to sheer off some of the skin on his arm.

"Wound superficial, painful but not debilitating. Skin re-grown within two cycles." The Queen stated from within Naruto.

"Could we do something to speed up the process?" Naruto questioned.

It took the Queen a few moments to respond as she thought of the problem, "Increased regeneration would require energy. Could convert from external material, complex sequence required. Dangerous to host, not recommended."

Naruto nodded his head in acceptance as he began to bandage his arm, Sai helping as he went. As his teammates were the only beings nearby it would seem he would have to recover the normal way for now. Besides, it would probably be better not to experiment in the middle of the Exams.

"Thoughts on the Suna team?" Naruto finally questioned as everyone settled in.

"The one we fought is unstable." Sai stated, "The way he talked about this 'mother' was disturbing."

Naruto nodded, "The sand itself was also acting strangely. Moving when he was distracted, reacting despite his apparent surprise."

Yakumo hummed thoughtfully, "Could the sand be sentient? Seals have been known to do strange things, maybe binding a spirit or demon into the gourd. It might explain the mother comment."

"We will have to try and stay as far from him as possible for now. Worst case scenario Yakumo, we will have to rely on you to take him out, your Genjutsu at least had varying effectiveness against him." Naruto stated as he paced around the cave, gingerly patting his now bandaged arm.

"The black suited cat boy with the fondness for make-up may be a member of the Puppet Corps." Sai began to explain, "Danzo-sama's files have some information on a group with a similar uniform. The Suna Puppet Corps seems to have a fondness for dark, full body clothing and war paint."

Yakumo nodded her head in agreement, "It would explain some of his behavior during the First Exam, I noticed his fingers would begin to move when something surprised him. If he learned to wield a puppet as his main weapon, then his first instinct would be to utilize his chakra strings. It is unlikely that a Genin has managed to stop that particular tell from showing yet."

"Finally we have the blonde kunoichi" Naruto began, "She had a large fan like object on her back so a potential fuuton user, likely too heavy to utilize effectively without some kind of strength training."

Finally coming to a stop in front of his team, Naruto began to speak, "If we run into them again, our best bet would be to try and separate the trio. Isolate the red head from the other two and we should be able to take care of them, hopefully the scroll would be on one of them otherwise it would be a wasted effort."

Feeling that they had a plan in place in case they ran into the Suna team again, the trio settled down for some rest.

The next morning, they rushed out of their hiding spot and went in search of another team. Thankfully they came across an already dead team from Kusagakure and even managed to find the scroll buried nearby,

'Either their killers wanted it hidden as a back up, or they simply couldn't find where their victims hid it.' Naruto thought to himself, 'Either way this makes things easier for us.'

With both scrolls in hand, the trio swiftly made their way to the tower at the center of the forest. Luckily beyond a couple of encounters with the local wildlife, they made it to the tower without incident. Upon arrival they opened there scrolls, throwing them onto the ground when they spotted the seals on the paper. Smoke erupted from the combined scrolls, soon revealing the covered form of Torune.

It was several days later that Naruto's team found themselves standing with the other survivors of the Second Exam. Before them stood the robed form of the Hokage, flanked by a duo of Anbu guards.

"Congratulations to all of you who have made it through the Second Exam. Unfortunately there were too many Genin who have passed the exams so far, so we shall have to hold a preliminary round before you may advance to the finals."

Disgruntled muttering broke out among the Genin as a random shinobi shouted out at the aging Hokage, "This is bullshit, why cant we just advance on?!"

The Hokage's eyes narrowed at the Genin's distinct lack of disrespect but, due to the circumstances he let it pass, "Your sensei have all been informed of the preliminary and the reasoning for it, if you wish to find out you may question them. Now for an explanation on how the Preliminary round will work I bring your attention to Gekko Hayate."

A sickly looking shinobi coughed in front of his hand as he stepped forward, "Before we begin... anyone who feels they can't continue please back out now."

Several hopefuls decided that they weren't fit enough to be able to fight, including a silver haired Genin with round glasses. Upon seeing that no one else was leaving, the proctor explained that pairs of individuals would be randomly chosen and would have to fight in the arena, the fights were to end when the proctor called the match.

Hayate ushered everyone into the walkway overlooking the arena before beginning to have the first set of names drawn.

Most of the fights Naruto watched were rather dull, though the one between the Yamanaka and Haruno was somewhat amusing. After all, it's not every day that you see a double knock out.

Sasuke ended up fighting a Konoha nin with a strange leach-like ability. The fight ended with the Uchiha using a modified version of the 'Strong Fist' style to knock out his opponent.

Yakumo's opponent had been relatively simple to put down, the poor fool hadn't had much experience with Genjutsu to begin with it seemed.

Naruto frowned as the fights continued, there were very few decent showings, though that could have simply been due to some of the contestants keeping their skills hidden.

Finally Naruto saw his name appear on the board and slowly made his way down to the arena. Across from him stood a Kusa shinobi by the name of Haru Akio. The boy seemed to believe he would be able to win the battle, judging by the smug look on his face.

As soon as the call to begin the fight went out, Akio quickly went through a series of hand signs before shouting, "Fuuton: Shadow Scythe Jutsu!"

Naruto frowned as he began to try dodging arcs of wind that the jutsu created, idly noticing deep gouges appearing wherever they hit. It was when he barely side stepped on of the arcs that he found himself surprised by a cut appearing up his arm, re-opening the bandaged wounds from his previous fight with the red haired Suna shinobi.

Naruto frowned as he glanced back at the rest of the damage around him, just noticing the slightly copied gouges surrounding him.

Looking over at his grinning competitor, whom was beginning to send another round at the Genin, Naruto spoke, "I've seen enough."

With that Naruto began to let spiders crawl and glide out of his arms and onto the floor. He quickly had them charge towards the Kusa Genin, intent on devouring their newest meal.

Akio frowned as he began to try and distance himself from the skittering horde, occasionally cutting through them with his Fuuton Jutsu.

"Damned Aburame and their bugs," he muttered, barely dodging a group of the spiders lunging at him, "What the fuck kind of Kikaichu are these anyways."

From behind the Kusa Genin came a quiet voice, "Arachnids."

As soon as he registered the word, he felt a sharp pain at the base of his neck and could feel... something crawling under his skin. One something became two then four, six, until his entire body felt like it was being devoured from the inside out.

Naruto stared down at the black mass of spiders as they finished their meal. It was relatively simple to get close to the Genin once he had focused on the horde, rather than the Shinobi controlling them. Once close enough, he had set his hand on the shinobi's neck and unleashed his mass of spiders.

Among the spectators there appeared to be a bit of shocked silence. Not quite sure on what to do, Naruto looked towards the proctor, gently coughing into his hands to get the man to gain some focus back into his blankly staring eyes.

"Right... that will be the end of the match, Aburame-san is the winner!"

On the inside, there was a small part of him that was hurt at how the other Konoha Genin flinched when he had neared him where before they had been noticeably cheering on other Konoha competitors. On the other hand it wasn't anything new. The Aburame as a whole were typically kept at a distance by most within the village.

The hooded boy soon made his way back to his team, where he was met with a light pat on the back from the Kurama heiress and a half hearted attempt at a smile from the sociopathic painter. Off to the side Naruto could see Torune nod his head in approval. His idol's silent praise helped to briefly raise his feelings of dejectedness but, he still felt himself in turmoil whenever he spotted one of the Genin glance towards him warily.

Soon enough the rounds came to an explosive end when a rather eccentric Genin named Rock Lee had an arm and leg crushed by the Red-haired Suna nin, Gaara. The match had been called in the foreigner's favor when the bushy browed Genin's sensei jumped in to save his life.

With that match's calling the number of potentials had been halved. The third round was soon announced as being a tournament not unlike what this preliminary round had been like. They also drew names to decide who would be paired with whom.

Naruto stared down at his opponent's name, a frown marring his face before he left with his team.

The trio's first order of business was to head home, or in Sai's case return to the base.

Aburame Compound

Naruto stood before Shibi as he reported his performance. It was when he reached the part of his story where he returned to the stands after his fight that his shoulders began to shake and the spiders within his body could be heard skittering in agitation.

"I... don't understand. The clan shows approval of my spiders and Danzo-sensei always seems to be proud when I use them... but everyone else almost seemed afraid... disgusted." Naruto stated, his voice breaking slightly.

Shibi nodded his head in understanding, "I had a feeling this would come up at some point. These are abilities that we train in from a young age my arachnid and to us they will always be normal, a part of who we are. The rest of the village though will likely never understand it, even the Inuzuka can't fully comprehend the depth of our connection to our hives. As such actions that too us are normal, such as feeding out insects, are completely alien too them."

Naruto stared at the ground as he tried to calm himself, taking deep breaths. He knew that he shouldn't allow himself to get so bothered but, for some reason seeing all the wariness from the very people that he could be fighting side-to-side with, had struck deeply.

'Just one more reason to stay with ROOT I guess.' he though to himself, a slight grin on his face at the thought of the secretive organization.

Kurama Compound

Yakumo frowned as she stared at some of the paintings in her room. It seemed her clan's elders still weren't pleased with her decision to join the shinobi corps. Now they were criticizing her performance at the exams and for 'shaming her parent's memories' by working with the Aburame.

The Kurama rivalry with the Aburame was something even Yakumo hadn't been aware of before getting her team, she wasn't even sure if the Aburame themselves were aware of her clan's disposition. Sadly the elders refused to tell her why they seemed to dislike the hive infested clan, though she suspected that it might have had something to do with the goods each clan manufactured.

Kurama paintings often competed with Aburame silks. The general population could really only afford one luxury or the other and the silk clothing of the Aburame had far more uses than their clan's paintings typically did. Still, it seemed a bit strange to get mad over that considering it wasn't like her clan was losing to much money, the wealthy still loved to decorate their homes with her clan's paintings.

In a sudden fit of rage, Yakumo punched a nearby wall. the young heiress had overheard them talking about sealing her powers in order to try and get her dropped from the corp. Apparently the clan believed she had become to much of an 'embarrassment' and were going to put an end to her... 'youthful rebellion'. In other words, they felt she was becoming to much of a threat with her successes as a kunoichi and wanted to ensure she wouldn't get any stronger.

In a spur of the moment decision she retrieved her painting supplies and thought back to one of the first lessons Danzo-sensei had taught her team.

"If a weed surrounds the tree then it must be cut out before it can choke the life out of the tree. No matter where it originates, it is our solemn duty to keep the tree healthy and strong. To be the roots that support the great tree from the shadows of it's boughs. Never be afraid to act."

Yakumo smiled as she painted her salvation. At the time, she hadn't been sure of what Danzo-sensei had meant, riddles and metaphors weren't her strong suit, but now... now she was sure what it was that he had implied.

Screams and banging could be heard in the hallways and along the walls. Through it all the Kurama heiress just grinned, the occasional chuckle leaving her lips, the door firmly sealed behind her so that none could stop her from ensuring the great tree's re-invigoration.

The brown haired girl smirked as the screams slowly died out and she was able to fully appreciate her finished portrait, that of shadowy forms with vicious claws and teeth, dripping with blood and gore, running through a Kurama Compound hallway and the remains of familiar faces left in their wake.

Yakumo nodded to herself as she grabbed the painting, "I hope Danzo-sensei likes my latest piece, it should make a good present."

Dark, demonic shadows followed the Kurama heiress as she cheerfully skipped through the gore covered halls of her clan's compound.

Root Base

Sai stared at the auburn-haired operative sitting across from him. Shortly after the team's formation Danzo had set up weekly meetings between Sai and Fu. Due to Fu's training with the Yamanaka clan, it was hoped that he would be able to help Sai... socialize more and better blend in to public environments.

"I haven't gotten to see you in a while, Bastard-san." Sai stated with a mocking grin etched on his face.

Fu's eyes darkened momentarily. It wasn't that the insult was truthful, his parents were happily married thank you very much, but it was an insult he had heard often when he was younger, due to his odd hair color. Sadly he made the mistake of reacting when Sai had first used the name and the young sociopath had latched on to it ever since.

"I'm so pleased to see you in my office again Sai-kun, how have you been feeling?"

The pale painter tilted his head to the side as a frown marred his face, "I.. don't know."

Fu arched a brow at the odd response interest seeping into his tone, "Would you like to elaborate?"

The frown deepened as Sai tried to explain his feelings, "It started during the preliminaries. For some reason, after one of the matches, I got this almost vibrating warmth in my chest and I began imagining ways to kill some of the spectators."

The Yamanaka nodded his head understandingly, "What precisely happened when you began to get these thoughts and feelings?"

"I think it happened when the Captain came back from his match, though the thoughts didn't start occurring until some of our comrades flinched when he walked near them." Sai explained.

Fu blinked, "Captain?"

"Aburame-san didn't appreciate his name and... argued his objection sufficiently."

Fu nodded, though confusion still marred his face, "I see... it almost sounds like you were angry on behalf of your teammate."

Sai's head cocked to the side, "Angry?"

The Root agent sighed slightly at his patient's denseness, "It is an emotion that typically occurs when something happens that we don't like or approve of."

Fu noticed the frown making it's way back onto Sai's face, "It's a good thing Sai, this is showing that you are making progress. If any more strange feelings come up please don't hesitate to either come to me or even one of your teammates... though I might suggest Kurama. The Aburame sometimes have an odd way of explaining emotions."

Sai nodded as he fled the room, deep in his own thoughts.

The following days were hectic, not only for the Root team but for Konoha as a whole.

It wasn't long before news of the Kurama Clan massacre spread throughout the village. With the Uchiha Clan massacre still fresh in numerous minds, there was an expedient investigation into who was responsible, some even fearing the return of Uchiha Itachi.

To Naruto and Sai's surprise, Yakumo merely smiled serenely whenever it was brought up, although her neck seemed to develop a slight twitch if the topic was touched on for too long. The duo had tried to question her directly on if she had seen anything but she would always start talking about some of her latest paintings, all of them being a lot darker in nature than usual. Naruto assumed it was due to the trauma that she likely experienced. Every so often however, Danzo-sensei would give her a look when she became to focused on a painting.

On a lighter note though, there training had really been stepped up. Yakumo was finally going through katas for the Kubikiribocho and the seals for the massive blade had been completed by Root's seal masters.

Sai had been set to practice using a tanto. The idea was to give him more close combat support, at least to the point where he could get away and prepare his ink creatures. The weapon itself had been modified to hold a spare brush and plenty of ink sealed into the scabbard.

Finally Naruto had been set to escalating his hive experiments. Danzo-sensei had set him to finding more resistances for the spiders and seeing if he could create separate sub-species within his body.

Specifically the Elder wanted to see if the boy could create a winged variant of the deadly spider.

All in all the month's training was spent on shoring up the team's deficiencies and broadening their skill base wherever they could.

Hokage's Tower

The Professor sat behind his desk, hands crossed before his face and pipe forgotten at his side as he thought about the events that had been taking place throughout the Chunin Exams. Orochimaru sightings, hospital break-ins, murdered shinobi, and the death of the Kurama Clan.

And wasn't that last one a mixed bag. While the loss of any Clan is devastating, the Kurama had never truly been brought into the Shinobi ranks, they were always quite resistant to any efforts of recruitment. Really the disconcerting thing was that they couldn't find the killer. For all the evidence they had picked up, it was almost as if the killer(s) had appeared and then vanished once the killing was done.

Honestly the old Hokage wanted to question the young Kurama heiress on what she had seen but, with the third round coming up, he wanted to appear as impartial as possible so as not to paint a target on the young girl's back. It didn't help either that Danzo had taken his whole team underground for the duration of their training.

' More than likely to one of his damned ROOT compounds he likes to pretend I'm ignorant of' Sarutobi thought to himself in wry amusement.

Speaking of the Root team, the Hokage found his mind drawn to the young lad he still felt a great deal of responsibility for. Naruto had certainly grown into a polite child under Shibi's parentage. Though it would have been nice if more of Kushina's personality had shined through the boy.

Turning around in his chair Hiruzen found himself staring at the smiling picture of a blond-haired man wearing a long white coat.

"I think you would have been proud of him, Minato. That boy has grown to be a strong and confidant young man, if a bit odd" the Hokage paused his mutterings for a second before nodding his head determinedly, "He is strong enough and discreet enough to be able to handle the secret, I'm sure of it now. I promise that I will tell him the truth after the Exam, regardless of how it ends."

The old man chuckled as he noticed one of said boy's baby spiders start to crawl it's way out of his office, 'Of course, he is still a bit naive if he thinks I don't know about everything in this office.' The Hokage of course new about the various practices of the clan's in his village, but he didn't feel the need to really intervene unless a serious issue was being presented and the seals set in place over the office, created by Uzumaki Mito herself, did a fantastic job of ensuring informational security anyways.

Aburame Compound

Naruto had calmed down from his small break down over the month and was back to his normal comported self. Currently he was listening to one of the spiders he placed in the Hokage's office as it reported what it had found.

"So that dirty old man is spending his time reading those perverted books again huh. No wonder he is always behind on his paperwork." The Aburame muttered to himself as he leaned back against the wall in his room. While he may hold a great deal of respect for the old man, he definitely didn't approve of his perverted hobbies.

With the report done Naruto returned to conversing with the Queen about the new species currently being born amongst his spiders.

A/N Alright, Grenfell is back. While not pleased with how this chapter started (part of why it took so long) I was actually happy with the ending. We got to see a bit more of the emotional side of these characters, rather than the cold, logic driven personas I had been spreading for the whole team. I hope people liked the slight change of pace (though the cold personas are not gone for good).

For people who are curious the fights played out basically like they did in canon, the Kiba one will be mentioned next chapter though. Also the third round fights will go into more detail for most people involved.

I hope you all enjoyed and it was worth the regrettably long wait. Till next time! -Grenfell