Naruto's ears were pinned back against his head and his tail was thrashing in agitation as he hauled himself up over the top of the obstacle course wall, the gravity seals doing their best to send him plummeting to the ground. His chakra hadn't settled in the two weeks he'd been in training hell.

As he descended the wall he snorted. 'Training hah! Torture more like. Who the hell ever heard of this kind of fucking training?!'

What kind of training was Naruto going through? Well along with the normal work-out exercises, push-ups, pull-ups, sit-ups, squats (gods how he hated squats), lunges, free-weights and the like, he also went through what Orochimaru called terrain training.

Several specially modified rooms in the compound mimicked every type of terrain that existed.

Lava fields, mountains, rock and sand desert, swamp, jungle, savanna, and tundra among others. Every day he was told to navigate a different terrain within a specific time period with just the barest essentials. Each type of terrain had its own challenges and one of Naruto's biggest pains in the ass was the tundra. He had to wade through hip deep snow with just some water, the clothes on his back, a couple kunai and some ninja wire.

After the terrain training, without any chance to rest, he had to run the obstacle course from hell.

The wall he was currently descending was the last of the obstacles and once he hit the ground he'd be given an hour to rest and eat followed by taijutsu and weapons training until sundown. Then it was dinner and studying jutsu theory, chakra theory, psychology, world history, physics, and politics. By the time Naruto went to bed both his body and brain were so tired he dropped off into sleep as soon as his head hit the pillow and the nightmares that had been his constant companion for years actually left him alone.

The blond's feet finally touched earth and he decided to drop to the ground on his back and stare at the sky. A highly amused chuckle came from his right. "Well done Naruto-kun. You've brought your time up by thirty minutes. Perhaps I should add something to our regimen."

The Uzumaki summoned the energy to cast a mild glare over at Orochimaru. "I hate you."

The sannin just smiled at the lump of exhaustion that was Uzumaki Naruto. "Take your hour and eat. And remember if you're late coming back I'll cut your resting time in half tomorrow."

The blond flipped over onto his feet and staggered to retrieve his lunch. "You suck Orochimaru-sensei."

Orochimaru waved a hand dismissively, chuckling as Naruto cursed until he was out of sight.

The snake summoner was actually rather impressed with Naruto's progress. The boy had easily doubled his endurance in the past two weeks. His taijutsu and weaponry skills had improved immensely as well. Even knowing that the boy was a practical genius that learned best by doing and being shown the process, he was surprised by how fast Naruto was improving.

Orochimaru shook his head when he considered the deplorable mishandling of Naruto's potential. Had Konoha nurtured the boy as it did other children Naruto would have easily been able to at minimum stand equal to Sasuke if not crush him in a fight.

As for the boy's intellectual studies, though he wasn't progressing as quickly in them as he was in his physical training, he was growing admirably. Naruto was such an active person that it took him serious concentrated power of will to keep from jumping up from his reading every five minutes. He simply was not made for sitting still.

Orochimaru walked away to see how Sasuke was doing with his seal control exercises. Black brows rose halfway up the pasty forehead when he heard Sasuke snarl out a vicious curse. It was out of character for Sasuke to show that kind of strong emotion but since Naruto's arrival he'd been displaying how he felt more often.

He stepped into the room Sasuke was practicing in and saw the reason for the foul language. Sasuke's 'wings' had extended and become stuck again. It tended to happen often, though Sasuke was very close mouthed on the subject.

Orochimaru watched in silence as Sasuke breathed out his frustration and sat in a lotus position to try and utilize meditation breathing to coax his wings away. Before his eyes the wings began to shrink and shrivel, drawing back into Sasuke's back and the curse seal started to recede.

Sasuke was more outwardly emotional since Naruto's arrival but he was also quicker to resolve his difficult emotions. His fury and frustration faded quicker and rather than giving in to his feelings of inadequacy when faced with a stronger opponent, he either outsmarted them or took it as a challenge to get better so he'd win the next time.

That translated to better control over the curse seal as it fed so strongly on negative emotions. Yes, he had made the right choice in bringing Naruto here and he looked forward to the first time the two boys faced off in a sparring match.

Naruto made a sound of frustration as he moved, again, and felt the unpleasant sting of the tag stuck to his back as it reacted to the slight movement of him trying to re-adjust how he was sitting.

Meditation was so far from being his strong point that it was ridiculous. He couldn't stay still, couldn't get his mind to stop racing, couldn't even calm his breathing down. He sucked at it. Absolutely sucked at it.

Orochimaru wasn't unsympathetic to Naruto's frustration. Stillness came naturally to him but not to Naruto. That wasn't surprising. Neither Minato nor Kushina had been still, restful people. Kushina had been a firestorm of emotion. All burn and snap and barely controlled destruction. And Minato, well Minato had been lightning in a bottle, controlled and contained but full of intensity that just hummed under his skin no matter how placid he appear on the outside.

It was only natural that their son would be restless as well. But to truly get control of the Kyuubi's abilities and make his fox ears and tails disappear, Naruto needed to learn to meditate into stillness.

"What were you thinking about this time?" Orochimaru always asked that when Naruto moved enough to set the tag off and it usually resulted in answers that revealed events and people who had influenced Naruto into becoming who he was.

"...that I was hungry." Naruto knew Orochimaru didn't want that simple answer and would just wait him out for the rest. "It started with being hungry, then I thought about how I could really go for some ramen, and that made me think about Ichiraku and Old Man Teuchi and Ayame-chan."

Naruto's ears lowered a little. "They were the first people to really be nice to me. I was digging through the trash for something to eat and Ayame-chan saw me. Instead of chasing me off with a broom or a knife like everyone else always did, she grabbed me and dragged me into the ramen stand and made me sit while Teuchi-jiji made me a bowl of miso ramen. He told me I could always come to his place for food and if I didn't have enough money to pay for it I could wash the dishes in exchange for a meal. He even gave me a free bowl whenever I did something good like pass a test. Said hard work deserved to be rewarded."

Orochimaru's jaw tensed. Not over the Ichiraku owners but over the fact that before them, Naruto had been reduced to rummaging through garbage to find food. Just what had Sarutobi-sensei been doing while the boy had been starving? This...this was why he hated Konoha so much. Anything different, anything strange was belittled and abused despite never doing anything wrong. It was honestly a miracle that clans such as the Uchiha, Hyuga, Aburame, and Inuzuka had maintained such a secure place for themselves in Konoha.

"I miss them," Naruto's voice was quiet. "I miss them and I can't help but think they'd be disappointed that I'm here."

'Ah. There it is. He's guilty about accepting training from me. In his own way, Naruto is just as insecure as Sasuke.' Orochimaru leaned down and peeled the tag off Naruto's back. "I suppose they might. Or they might not. Does it help you in any way to imagine the disappointment of anyone in Konoha over your decision to accept my training?"

"No," Naruto muttered, "but tell that to my heart."

"You imagine and fear the worst reactions from Konoha." Orochimaru pulled Naruto to his feet with a gentle hand and passed the boy his shirt and jacket. "It's understandable, you have faced difficult and painful rejections from the village all your life and to worry over what those you care for and have earned the respect of would do is natural and very human."

Naruto pulled his jacket over the shirt, brows knitting as he looked at Orochimaru. "Not really helping, sensei."

"Natural and human. When it begins to get overwhelming you might find it helps to remind yourself of why you accepted my offer. You didn't accept for yourself and you've made your stance clear. You are here to save Sasuke and knowing Konoha as I do, they would forgive a multitude of sins to have him returned to them." He laid his hand atop Naruto's head, taking note of the way the boy leaned into the touch before coming back to his senses and pulling away. "As for your friends, those who care for you, if they truly do then wouldn't they give anything so long as you're alive and returned one day as well?"

Naruto glared at him. "That doesn't make sense."

"Doesn't it?" Orochimaru smirked faintly.

"Not coming from you. You had Sandaime-jiji that cared about you, Anko-san, and I bet there were others. If you really believe it's the ones who care about you that matter why did you break the laws, betray them, and leave Konoha instead of staying and fighting for a better life?"

Orochimaru breathed in sharply at the unexpected knife those words drove in. "You presume my life was unsatisfactory?"

"People don't run away from a satisfied life. They run because they want something more." Naruto lifted his chin pugnaciously, ready to argue the point while challenging Orochimaru to deny it.

Once again reminded that Naruto was far from a fool, Orochimaru inclined his head in acceptance of Naruto's point. "People also run away from pain and loss and everyone has a limit of how much pain and loss they can take."

The combative look on Naruto's face disappeared. He considered all he'd heard about Orochimaru from Ero-Sennin and Baa-chan and studied the face of his new sensei. "You were friends with Baa-chan's fiancé."

"I was, yes. I also depended on my team for far more than back-up. Tsunade left and Jiraiya followed." He had been left alone in Konoha, in a village full of people who hated that someone so strange was so powerful. Sarutobi-sensei had been far too busy attending to his duties to make time for an old student.

"You didn't have anyone else?" Naruto knew that Anko hadn't yet been Orochimaru's student when Baa-chan had left.

"Just one person."

"Who was it?"

"Your father."

Naruto's eyes went wide. "You were friends with my Tou-san?"

Orochimaru just looked at Naruto for a long, long moment. He saw the instant Naruto recalled the conversation when he'd agreed to accept Orochimaru's training in the constriction of pupils and the soft parting of lips in shock.

"Not friends. You were lovers." Naruto's brows drew down. "But...then why did you break the laws and leave? What happened?"

"Minato was presented with a choice that was not a choice. It only had one true outcome being who Minato was." Orochimaru gestured to Naruto to follow him. He wound his way through the base to his quarters and went to a small chest. From it he took a framed photo and handed it to Naruto.

In the image Minato stood, a soft faced, redheaded woman cradled in his arms with laughing eyes turned over his shoulder at Orochimaru who was smiling quietly down at the future Yondaime, one pale hand running a blond side lock through his fingers.

"Minato fell in love with Kushina before he ever formed a bond with me. She was...a singular woman. When Minato began to have feelings for me as well as her she pried it out of him then arranged for all three of us to talk." Orochimaru's lips curved in a sad smile. "She told me that so long as I didn't hurt him, she could share Minato with me but not to be offended that she'd rather not witness me anywhere near naked."

Naruto made a choked sound of amusement, somehow he could see the woman in the photo saying exactly that. "Is she..."

"Your mother, Uzumaki Kushina, and Kyuubi's jinchuuriki before you. I will explain that," he said to Naruto's sharp look up, "tomorrow. The council had mostly left her alone but their...discomfort with the fact that their greatest Hokage hopeful was in a polyamorus relationship with the 'Snake' and the jinchuuriki spurred them to give Minato an ultimatum. If he continued his 'association' with me they would contract a marriage to a Hyuga branch member infamous for his partner abuse for Kushina. Minato would have never let Kushina be married to a man who might hurt her."

And Orochimaru himself hadn't been able to allow Minato to suffer over the choice. He had urged Minato to marry Kushina himself and immediately taken a mission away to Umi no Kuni to make the separation easier on Minato.

"Bastards." Naruto hissed between his teeth. "When I get back I'm gonna find a way to stop those old cranks from doing crap like that anymore." He understood now. One by one all of Orochimaru's tethers had been snapped and taken away from him and he'd been disdained by the village for nothing but his appearance. No wonder he'd spiraled into darkness.

"Perhaps you might be the one to succeed in that where others have failed." Orochimaru considered Naruto and the boy's talent for affecting the attitudes and outlook of others and decided it would be worth it to give him instruction on politics and diplomacy. If he failed in his own plans and plots, giving Naruto the tools to dismantle what the corrupt and prejudiced idiots of Konoha held most dear would suffice as vengeance.

"I damned well will!" Naruto said fiercely before passing the photo back to Orochimaru. He understood exactly how important photos were for someone who had lost what was most precious to them.

Orochimaru didn't put the photo back into the chest right away. "Go to the mess hall. It's almost time for the evening meal."

Naruto pursed his lips but nodded instead of arguing and left Orochimaru to his thoughts.

"Your son inherited the best and worst of both of you." Orochimaru said to the photo. "Stubborn, willful, persuasive, and annoying optimistic." He brushed his thumb over Minato's face. "He thinks he can save me from myself." His lips twitched. "Well it will be interesting to see who wins this battle of wills."