Disclaimer: I do not own Naruto or any of it's affiliates. If I did then there would have been an epic rap battle between Naruto and Bee instead of that lame-ass final fight between Naruto and Sasgay.

A/N: Hello to all my adoring fans. I was working on the next chapter of A Tale of Heroes when I suddenly got the idea for this one-shot and it wouldn't leave me alone.

So read and review and give me your honest feedback. I really want to know what you all think since I've never read a story about this particular subject before.

Now let's get on with it

Orochimaru

It was a name known to many in the world. It drove fear into the hearts of nearly all who heard it. And though it didn't hold nearly as much sway as it did before, since the likes of Pein, Obito, Madara, and Kaguya had shown what they were capable of, many still were wise enough to remember what that name represented. A fact that would undoubtedly please the man who it belonged to greatly.

Still, despite the infamy of Orochimaru not many people had ever crossed paths with the man (at least, not many that had managed to survive), and even fewer could claim to have known the man (though none of them actually KNEW the man).

From the observations people made one would think he only had 2 emotions: Amusement, represented by a relaxed and completely unconcerned grin on his face nearly 24/7, and total fury during the few times someone got the better of him. But despite doing seemingly random things on a whim on occasion, in truth every move he made was carefully calculated. Every word that left his mouth, every move he made, and even every emotion that crossed his face was always done in order to make others dance to the tune he made. It was something his team had been aware of for years.

It was for this reason that if his old sensei Hiruzen or his fellow Sannin Jiraiya and Tsunade saw where he was at this moment in time they would be shocked. For he was standing in the middle of an empty clearing with a thoughtful frown on his face, as if pondering something he couldn't quite grasp yet. Orochimaru looking even mildly bewildered would've caused them to contemplate the end of the world.

He took a moment to observe his surroundings. The clearing was tranquil and serene, with the only sound being a slight breeze. However, due to his years of war experience as well as his artificially enhanced senses he could sense the faint traces of a battle that had taken place. Gouges dug into the earth, grown over by several years worth of grass and other plant life. A slight almost imperceptible smell of blood in the air, leftovers that were soaked deeply into the ground. Various other disturbances to the environment and ecosystem that could only be man-made.

He closed his eyes as his mind turned to the one that brought him here.

Kimimaro

He remembered the night he first laid eyes on the boy. He possessed such innate strength, both of body and of will, and the potential he showed pleased Orochimaru to no end. He was even more impressed when the boy managed to survive his clan's attack on Kiri while the rest of the Kaguya were wiped out. So he followed Kimimaro as he travelled around, until he ended up in a certain forest on a fateful day. He felt giddy joy when he extended his hand to the child, as he imagined the possibilities the boy represented.

Kimimaro never reached his expectations.

He far exceeded them.

He easily absorbed Orochimaru's teachings like a sponge in water, and he breezed through all of the intense physical training with all the grace of a flower petal on the wind.

Not only was he impressed by Kimimaro's physical prowess, he also respected his mind. Unlike many other people he didn't just try to attack an enemy head on all the time. He had an extremely strategic mind that allowed him to maximize his abilities to the fullest.

However, as the years went by he began to have this fleeting feeling whenever he thought about the young Kaguya. It wasn't for years that he was able to identify it: Pride. He had taught a few talented people before and truthfully he had felt joy about it, but it was more in the vein of how they would help his plans move forward. He didn't really care about them. But with Kimimaro the feeling was much more personal, more real.

Not only that but Kimimaro was probably his most loyal subject, with the only possible exception being Kabuto. Most of Orochimaru's followers were loyal enough to die for him, but he found that he could always divide them into 2 groups. Firstly, there were those who joined him for power. These people were fully aware of the type of person Orochimaru was, but ignored it in favor of being part of the winning team. Orochimaru regarded these people as worthless leeches, content to suck on the lifeblood of those superior to them. Then there were those who he had tricked and charmed into following him, letting them think that he would make everybody's lives better. These people he regarded as mindless sheep, fit only to be used and disposed of as he saw fit.

But Kimimaro was different. He was far from the weak-willed sacks of meat that comprised much of his forces. And Orochimaru may have manipulated the boy with his charm when they first met, it wasn't long before Orochimaru was treating him like a trusted lieutenant.

He was cold, ruthless, and efficient and he knew how to manipulate and control people, usually through fear. Yet he fervently, some would say blindly, followed Orochimaru. Orochimaru knew he wasn't stupid, far from it in fact. He just knew what his purpose in life was (protecting his Lord) and used his entire being to accomplish that goal. In a world where most people spent their lives searching for some meaning, never moving more than the dirt it takes to bury them, Kimimaro was one of the few people who earned Orochimaru's respect.

But as much as Kimimaro intrigued Orochimaru he confused him just as much.

Orochimaru was not a good man. He was fully aware of it and he made no excuses or regretted any of his actions, so long as he fulfilled his dream of learning every single jutsu in the world. And he never bothered to hide this fact from his top lieutenants. Yet despite being fully aware of all of this Kimimaro held an unflinching loyalty to him that was not based on fear or greed, but pure admiration.

Orochimaru was honestly not used to such a thing, at least not from someone aware of the type of person he was. Fear, respect, envy, hate, and various combinations of these were what he was used to. But he was under no delusions that those same people wouldn't tear apart everything he built if given the chance.

All except for Kimimaro that is. Orochimaru was sure that if he was somehow permanently crippled or decided to abandon his quest for immortality in favor of a normal life (as if that would ever happen), Kimimaro would stay with him to serve and protect him through it all. Despite how he acted, having someone who looked up to him so much felt...nice. Though he passed it off as just being happy that his plans were coming together.

At that point in time Orochimaru was on top of the world. He had assembled an army of shinobi and tricked Suna into an alliance, and as he stood over the corpse of the Kazekage with Kimimaro and Kabuto at his sides he felt invincible. And then Kimimaro collapsed and, like a deadly premonition, his plans crashed around him.

As much as it pained him to admit, looking back he realized that his invasion plans were doomed from the start, with or without Kimimaro. He should've known better than to underestimate his old village. Despite how lax Konoha had gotten in recent years, there was a reason it had churned out some of the strongest shinobi and kunoichi of the past several generations. But even if he would've never been able to achieve victory, Orochimaru was sure that if Kimimaro had been with him as he planned then his battle with his old sensei would've ended much sooner and he would've avoided being crippled. But as they say, hindsight is 20/20.

He retreated to one of his bases to heal and rethink his plans. There were numerous problems that needed his attention in the wake of the failed invasion, not the least of which was Suna and Konoha combining resources in order to hunt him down. However there was one issue that kept coming to the forefront of his mind: Kimimaro.

After he had gotten sick Orochimaru had Kabuto place Kimimaro on life support. Kabuto did nothing to hide his confusion, but complied nonetheless.

Truthfully, Orochimaru couldn't explain why he kept Kimimaro alive. Kabuto had explained that the disease was slowly weakening his body, and soon it wouldn't be useful for anything. If it had been anybody else Orochimaru would have already discarded them. Not only was he keeping him alive at a considerable expense but he was making sure Kimimaro was completely comfortable and cared for as well. He couldn't quite get a handle on why, but the idea of Kimimaro dying left a hollow feeling in his chest.

It wasn't long before he was able to get most of his affairs in order. Once he did he set about finding a way to heal his arms since every day without them he was vulnerable to an attack, and he hated feeling vulnerable. After Kabuto was unable to figure out a solution he suggested seeking out Orochimaru's old teammate Tsunade, which Orochimaru completely agreed with. As good a medic as Kabuto was, there was a reason that Tsunade had been named one of the Sannin. But what Orochimaru was really thinking about was if Tsunade was able to heal his arms, then maybe she could save Kimimaro.

But once again his plans failed him. Not only did Tsunade refuse his offer but she had chosen to take up the mantle of Hokage, essentially putting her out of his reach. The thought of how close he had come made him want to scream in rage.

In reality it wasn't TOO much of a setback. He would eventually be able to get back the use of his arms, though it would take longer. But without the aid of Tsunade there was no way to cure Kimimaro. Despite how much it pained him, he had to accept the fact that Kimimaro would die. All Orochimaru could do was make his last days peaceful.

Orochimaru turned attention to acquiring Sasuke, the last of the once great Uchiha Clan. He waited until the opportune moment and then dispatched the Sound 4 to Konoha to convince him to join, certain that they would succeed. It was only after the deadline for their return came and went that he began to doubt.

The Sound 4 were extremely arrogant in their abilities, and he wouldn't be surprised if they actually contemplated assaulting the village and slaughtering everyone. Though they were very strong they were by no means invincible, and Orochimaru knew that there were any number of ninja from Konoha that would eat them for breakfast. He swore that if they jeopardized the mission because of their stupidity he would make them suffer before they died. Suffice it to say he was livid.

Though he was angry Orochimaru was able to keep his I'll temper in check. But when he learned that Kabuto had sent Kimimaro out to help them, Orochimaru had to actively stop himself from murdering the boy on the spot for sending him out knowing he most likely wouldn't return. The only thing that calmed him down was when Kabuto told him how happy Kimimaro was to serve him, to have a purpose one last time.

Once Orochimaru got ahold of himself he actually felt highly relieved. With Kimimaro on the case Sasuke was as good as his. Kimimaro had never failed him before and Orochimaru knew he wouldn't fail him now, even if it took everything he had. Orochimaru felt himself relax for the first time in what felt like forever, and he was filled with pride at the boy he had raised and trained to be one of the greatest warriors that had ever lived.

As the candle in his room finally burnt out and Kabuto expressed shock at the thought that Kimimaro might have fallen, Orochimaru spoke as if it was of no consequence. It was a good thing his face was wrapped in bandages, otherwise he wouldn't have been able to ignore the tear that ran down his cheek.

After Kimimaro's passing Orochimaru turned his attention to training Sasuke, hoping to mold him like he did Kimimaro. It quickly became clear however that, though they shared some surface similarities, the two couldn't be more different.

Sasuke had an arrogance that was, in Orochimaru's eyes, unearned. He may have been somewhat of a prodigy but compared to other gifted young shinobi, like Kakashi Hatake who reached chunin by age 6 or Sasuke's brother Itachi who became an Anbu Captain when he was 13, Sasuke was sorely lacking. While Kimimaro had a cold confidence he never underestimated his opponent and never let his guard down.

Sasuke lacked a strategic mind, preferring to attack head-on no matter how obviously stupid it was. While Kimimaro was mostly a close combat fighter he knew how to adapt to an opponent's fighting style.

Sasuke was so dumb that he never questioned why his caring brother who always protected him suddenly killed their entire clan. Or why his father was holding shady clandestine meetings that Itachi disapproved of. Idiot boy.

And there were numerous other reasons that demonstrated how inferior Sasuke was to his predecessor. Every day Orochimaru trained Sasuke was an agonizing experience that made him yearn for the days when he was training Kimimaro. In fact he missed Kimimaro so much it was like a near constant ache. Kimimaro had looked up to him and treated him like he was someone worth idolizing.

Nobody had cared about him so much since his parents had been alive and Orochimaru never realized how good that felt until it was gone, leaving him feeling as empty as the day his parents had died.

He began to question his plans for immortality. How could he continue to go on with such a terrible ache inside himself? What was the point of it all? Was he destined to live a life where no one truly understood him? He trusted Kabuto with his life but they weren't that close, since they treated each other more as colleagues than friends.

As the years went by he tried to ignore the pain. But little by little his desire and drive dwindled. So much so that by the time the day came to take Sasuke's body as his own, and the boy fought back, he only pretended to offer up resistance, hoping to end the ceaseless ache.

Not long after he found himself back in the world and, thinking it a sign, he decided to take revenge. Unfortunately all he managed to do was get his spirit sealed away.

As he sat in the void, where time didn't exist and everything was meaningless, he began to wonder if this is what true immortality was like. If so he decided he wanted no part of it. He began to think about what truly made him happy in life, and he came to one conclusion. So that when he was given one more chance in the world of the living he decided to make some changes to his life.

But first, he had to help that idiot Sasuke save the world. That boy was useless.

After the war ended he came into some shocking information; Kabuto had resurrected Kimimaro during the war. After tracking the man down he had reveal where Kimimaro had been stationed.

Which led him to where he was at the current moment. He stared around at the field until his eyes landed on a certain patch of grass. He approached the spot and knelt down, placing a hand down on the ground and he knew that this was it. This was the spot that Kimimaro, the boy with the unbreakable will that he had taken in, had finally passed on into the next world.

He began to dig a hole into the ground until it had reached a depth he was satisfied with. He then reached into the folds of his yukata and removed a cylindrical container, which he opened. He reached his hand in and carefully removed a white flower, a flower that he had scoured the continent for and carefully dug up so that the roots were intact. He placed it in the hole and gently filled it up with dirt once again.

He stayed there kneeling for several minutes until he felt a hand on his shoulder. He looked up to see a young boy with white hair.

"Are you alright father?", the boy asked. He had a slight look of concern on his face, though he did his best to hide it.

"Yes Mitsuki, I am now.", Orochimaru said. He stood back up. "Now come, let us go.", he said as he turned and began walking away, the boy following in his wake.

As the two were about to leave the clearing Orochimaru turned to look at the flower one last time.

'Rest in peace now...my son.'

And as he turned away to enter the forest, he placed a hand on the boy's shoulder and held him with a firm yet gentle grip.

Author's Note

Man this story took me forever to write, since I wanted to make sure that I conveyed the idea in my head just right. I'm not entirely sure if I did so I'll let you all be the judge. I've had this idea in my head for years now, and since I couldn't find a story about this particular subject I decided to write it myself.

Give me your honest opinions on this. Did you enjoy it or not and if so then why. Just no flames please.

Sayonara

PS: I'm going to be working on 'A Tale of Heroes' next so be on the lookout in the next couple of months.