For a place named 'The Leaf' Zabuza found the village rather lacking in trees. He found that sentence to be a rather good comparison to his situation in general.

Haku had promised that he would enjoy the village, and to an extent he did. No more scavenging for food, or having to deal with aggressive shop-keeps, but those complaints were just as easily addressed in Kiri under Haku's protection. Hell, in Kiri he might have already been a shinobi. Not stuck preforming basic taijutsu with the rest of the flunkies in the Academy.

He blamed Haku for this, like everything else. He was nine years old, born and raised in the back alleys of the Bloody Mist yet he moved to the slow flow of Iruka-sensei's voice as he demonstrated the basics of the basics. All he needed was a knife. One small piece of sharpened steel and he'd tear through every other student in this joke of a village. It'd probably get him executed, this was Konoha after all. A place mocked often and loudly for it's over reliance on blood lines and ability to pump out one ninja a generation that kept it's borders safe.

In summation, he was bored and dissatisfied with his new home. A feeling that was reinforced as he caught a piece of chalk thrown at his forehead.

"Momochi!"

Zabuza stared at Iruka, looking up at the chunin as he rolled the chalk in his hand. How, or why the scarred teacher always had a supply on the stuff was beyond him, but it was the one thing that kept him from completely zoning out. It was only the short leash given to him by the Hokage and Haku's wishes that kept him from shoving the chalk down the man's throat. No matter how tempting it'd be.

"Yes, sensei." He considered only Haku worth the title of teacher, even if he had to be polite to his so-called superiors. His tone reflected that thought perfectly.

"Focus. We are going through traditional leaf style." Iruka said, ignoring the few snickers that rose up at the chastisement. Only a few years into his role as an instructor and he'd already been handed two huge problems. The Kyuubi with his constant behavioral issues and Zabuza Momochi. He couldn't decide which was more of a headache. An overly energetic child who couldn't seem to keep quiet for more than a few minutes, or an overly mature child well aware and resentful of his placement in the Academy. At least Naruto was a child, and was starting to open up to him after the incident with the Takigakura spies.

How was he to teach someone raised upon different ideals than the Will of Fire, especially when those ideals were that of the Bloody Mist. Like Naruto, he resolved to face it with stern determination.

"Yes, sensei." Zabuza said, not taking his eyes off Iruka, meeting the man's stare with one of his own. It took him less than five minutes to let his mind wander, vaguely paying attention to Iruka's voice to go through the necessary movements. It was mostly daydreams, imagining various ways to skirt the Academy on his way to being a ninja. Most of them involved killing everyone in the village short of Haku. Unfortunately that was impossible. He'd be swarmed before he could even get close enough to the Hokage.

The Hokage and Haku had agreed on one thing as they worked out the terms for Haku's defection to the Leaf. As Haku's ward, Zabuza was to go through the full three years of training. They kept using words like acclimation, or adjustment. But he knew it was sugar-coating. The old man wanted Zabuza to make connections with his fellow shinobi. To put down roots and forge a true loyalty to the village, instead of working for a paycheck. It stunk of ulterior motives. While Haku, the sentimental ass that he was, simply wanted him to make friends. If his concern hadn't been so honest, and if he didn't owe Haku so much, he'd have told him exactly where to shove his hopes, instead he stayed quiet and nodded, making a vague promise to not, not try.

Good luck with that, he thought with a quiet snort.

She had to wonder if it was a form of jealousy that drew her attention to the new boy. Two months into the shinobi program, and Hinata was already struggling to be more than average. Her upbringing as a Hyuuga gave her a slight edge in the taijutsu spars, but she couldn't count on that to hold up forever. She wasn't Sasuke Uchiha, who was already being deemed top of the class, dominating spars. She wasn't Sakura Haruno who could recite facts back with perfect accuracy, or any of the other students who seemed to excel. Yet here was someone else who, even to her young, inexperienced view of the world was silently shouting that he had no desire to be here.

So she sat in the back row, dividing her attention between a certain blonde and Mizuki's history lesson, taking down notes of the latter while casting the occasional glance at the former. Beside her was the new boy, head against the desk, fast asleep and only on his second day. If Mizuki noticed, he didn't address the issue, and eventually Hinata stopped paying attention as well, focusing on Konoha's contribution in the first Shinobi World War.

Eventually the day drew to a close as Mizuki's lecture ended, and he let the last few minutes of class be spent in the chaos that was a few dozen children left in a room to talk, before the bell rang.

If she was a bit braver, she would have gotten up from her seat and went to greet Naruto. Instead she hung back, pretending to write in her notebook as she listened to him brag to Shikamaru or Choji about one of his newest pranks. Her smile was shy and hidden as he talked about a balloon he set up for a particularly mean-spirit vendor.

And when the bell rang, she waited for the rest of the students to leave before she got up. She bowed and did her best not to stutter out a 'goodbye' to Mizuki-sensei before she grabbed her stuff and left, her thoughts shifting from schoolwork to the training that awaited her at home. It was no surprise that she was in no rush as she wandered the halls of the Academy towards the exit that pointed home.

She hoped to see Naruto, that something had held him up so that she could talk to him... Attempt to talk to him at least. One day, she thought. One day she'd have the courage to talk to him.

Instead, as she opened the Academy door she was met with a stand off. The new kid. Zabuza, she chided herself. It was rude to forget someone's name. She looked over his shoulder, noticing his path was blocked by a trio of third years. Those only a year away from being Genin.

"You don't belong here Momichi." The girl in the front said, her pig-tails seeming to sway in the wind as she pressed her finger to the center of Zabuza's chest.

Hinata could only see the 'demon' kanji on the back of Zabuza's dark shirt, thankful that no one had noticed her. She took a quiet step back, making sure not to making any noise.

"Yet, here I am." Zabuza drawled. And Hinata thought he sounded bored when addressed Iruka-sensei.

"Watch you mouth traitor." The boy to Pig-tail's left said with a shove, though Hinata noticed that Zabuza didn't flinch or move the slightest from her hidden spot.

"Yeah, my mom told me all about you. Some gutter-born scum from Kiri, dragged here by a weird missing-nin." The other girl gloated, her expression turning smug. "We are watching you."

"Oh good. I'm sure the ANBU will be so thankful for your help, since I'm such a big threat to this shit hole. You found me out, give me a few years, I'll pick up some kid with a kekkei genkai and plan a coup. I'll kill the old fuck and use his hat as my cereal bowl as I cackle madly and praise the glory of the Mist, since I single-handily brought down the Leaf from the inside. Why you three aren't running T&I right now is beyond me..."

Pig-tails had a comeback for that long-winded answer. It came in the form of a fist to Zabuza's bored face, Hinata wincing when she heard it hit. He hadn't even made an attempt to dodge.

"Ow." Zabuza deadpanned, a fist against his cheek. Hinata felt the blood drain from her face as she watched Pig-tail's friends clench their fists before joining in on punching Zabuza, getting further incensed by the fact he was responding to each new kick or punch with a mocking declaration of pain.

It took less than a seconds hesitation for her to spring into action as she opened the door, turning her head back to look into the hallway.

"Have a good day Iruka-sensei!" She said as loud as she could, bowing to the supposedly present teacher . If she didn't know Pig-tail's group were pre-Genin, she'd have been surprised by how quickly the dispersed at the mention of the stern instructor.

The door swung closed behind her as she took a step towards Zabuza. His shirt had been ruffled, but that was all she could tell with his back to her. When he turned to face her, she noticed the split lip, the only real semblance of damage done to him aside from a red mark above his left eye. She'd describe them as cold and sharp as any kunai, as they looked back at her.

She didn't take another step closer as Zabuza seemed to weigh her in his gaze. Finally he spoke. "Was Iruka really there?"

"N-n-no.." She stuttered out. The boy was barely a hair taller than her, but she found herself staring at the ground, finger tips twiddling together, wondering if she did the right thing. Should she have fought the upper year students? You'd have lost, she thought with grim certainty.

".. Thank you." Zabuza said, his manners finally kicking in.

Hinata lifted her head as Zabuza turned to leave, wiping the blood off his mouth with the back of his hand. She hadn't expected gratitude, she hadn't done anything particularly heroic in her own mind, but the words still hung there. She would have to deal with them tomorrow, now that Zabuza was gone, and she was late for training with her father.

A pair of emerald green eyes watched from their hiding spot as Hinata regained herself and started jogging home. Zabuza had left in a small burst of mist. Perhaps another prodigy, Pyrrha thought, ignoring the small pang of loneliness that always accompanied thoughts of her previous life. It wouldn't be perfect, no team would ever live up to her first. But they'd be nice enough.

AN: Well, another new story. This one will mostly be focused on Pyrrha, Hinata and Zabuza. Mostly cause I want to give Pyrrha a happy ending. If you wonder why, go watch volume 3 of RWBY, then you'll understand. Anyways, Pyrrha get's to play protagonist alongside the other shinobi's for this story and more things to come. As for the AU part of this, I imagine it's self evident. Haku and Zabuza's roles are reversed, if a bit de-aged. More to come on that down the line.

Anyways, hope you enjoyed the chapter. Comments, concerns and reviews are always welcome. Hope you have a nice day. ^.^