Lee pumped his fist and let out a whoop as the scoreboard showed his name, "Yahoo! I was afraid that I would have to wait until the very end for my match." He kicked the air in celebration. "But fortune has smiled on me and given me the second match!"

Gai chuckled at his side. "Ah, the youth are never willing to wait for things to come to them." He then gave his student a thumbs up. "But such is the nature of youth! You can settle down and be patient once you go gray. Until then, keep those fires burning!" He said, throwing out his fist.

"Yes sensei!"

Naruto chuckled as he watched them before turning to his teammates and pointing to the pair with the oversized eyebrows. "You know, they may be a couple of goofballs but they I like their style."

Everyone around him, even Kakashi, looked at him like he was crazy. It was Sakura who voiced their thoughts with a flat, "I'm sorry, come again?"

"What? Don't you think it's funny how their like father and son? And it's nice that their sensei lets him know he's appreciated. Sure, they're a bit out there some times, but they seem like fun people."

After a few moments Sakura, with a hint of apprehension, said, "Uh, you're not going to follow their example... are you?"

Naruto scoffed, "No. I said I liked their style, I didn't say I'd wanted to be like them. Besides, I'm one of a kind. I'm not going to rip off someone else."

Sakura gave a sigh of relief and raised a hand to her forehead. "Thank kami..." She mumbled. Lee seemed all right, but she didn't think she could deal with that 7 days a week! She threw Tenten a pitying look, which noticed and gave her a thankful expression.

Gai leaned down, bringing up his hand and closing all but his index finger. "Now Lee, you know the basics of the Aburame clan, they are one of our most famous after all, so you know what to look out for, right?"

Lee seemed a little sheepish at the question and averted his gaze for a moment. "Um no... Do you have any advice Gai-sensei?"

Sakura perked up at that. 'Oh. Maybe this guy's more on the ball than he acts...'

Gai's expression became deadly serious as he advised his pupil, "I'm fairly certain he's a member of our resident bug using clan, so be on the lookout for insects, alright?"

"Yes, Gai-sensei!"

Sakura deflated. 'That's all? Guess not...'

Tenten face palmed. 'Couldn't he have come up with something a little more helpful? And what does he mean 'fairly'? Hasn't he worked with them before?'

"Then go for it, Lee! Show them all the power of your youth!" With that, the green clad boy leapt over the railing and quickly took his place on the far side of arena, shifting into his stance and smirking in anticipation as he awaited his opponent.

"Sheesh." Kiba said with a grimace before turning to Shino, who remained there with his hands in his pockets. "That guy might seem like a total goof, but if he's one of Neji's teammates you've got your work cut out for you." He briefly looked to Hinata, who fidgeted at the mention of her cousin. "Be careful."

"There's no need to tell me that. Why you ask? I'm always cautious, unlike someone I know." Shino replied in an emotionless tone, getting an annoyed grunt from Kiba.

As Shino slowly made his way to his place in contrast to his hotheaded opponent's more enthusiastic action, Sasuke's eyes narrowed as he observed the two as he remembered his bout with the older boy. 'In pure taijutsu, he's definitely got an edge over me... I expect him to pass although...' his eyes turned to Shino as he reached his destination. 'I don't know the first thing about what Shino can do...'

He knew the Aburame were one of the Four Noble Clans of Konoha, but he didn't know the first thing about them beyond that. Even among clans within the same village, shinobi didn't actively share their abilities so there weren't any records he could have accessed even if he cared enough to look, which he hadn't. The only other one of the four he knew anything about besides his own were the Hyuuga, and that was because their clans had been rivals since the founding of the village, though the Uchiha had had the edge until recent years. He probably would have heard about it second hand from someone who worked with members of the clan before... had it not been for Itachi.

Suppressing the urge to let the thought of his brother's deeds get to him, no point in dwelling on such far away things, he once more focused on the upcoming battle. 'Shino's the heir to the Aburame if I remember right...' Come to think of it, a lot of his classmates were also the heirs to their respective clans... strange coincidence. 'I know from the academy his taijutsu's nothing to scoff at. He shouldn't be a pushover. With any luck, they'll both put their all into this.'

"Do you think Shino will be alright?" Hinata asked Kiba worriedly.

Kiba gave her a confident grin. "Relax. Shino's a lot tougher than he looks."

"It is a privilege to be able to fight this early on. Please, show me why your sensei deemed it fit to nominate you even as a rookie." Lee told Shino.

"You needn't worry... I don't plan on losing."

"Now, we'll start the second match." Hayate said before eying both genin, gauging if they were ready. After a moment, he gave the command. "Please begin."

At the word of the proctor, Rock Lee shot forward, wasting no time and closing the distance between them before leaping into a spinning kick, aiming for the Aburame's face.

"Leaf Hurricane!" Shino raised his arm, blocking the blow at the very last second before leaping backwards as the taijutsu expert followed up with a low sweep of his leg. Lee pressed he advantage, moving forward and unleashing a barrage of kicks that pushed Shino back as he did his best to parry the attacks.

Soon enough however, the Aburame's guard slipped. Lee took to the air and brought his leg down in an axe kick that was too fast for him to dodge and too strong for him to block with the incomplete cross guard he'd managed to form. The blow struck him in the forehead, causing him to grunt and forcing his head down and knocking his forehead protector to clatter onto the floor. The moment that Lee's foot touched the ground, he continued his assault with a punch to the kidney, followed by a one-two shot to the face and finally a revolving kick that sent his foe sprawling onto the floor hallway across the arena and knocking off his sunglasses.

"Damn!" Kiba snarled from the balcony, surprised by the green clad boy's speed. "Shino might have to pull out his ace in the hole..."

"That'll probably be a sight to see." Naruto said crossing his arms. "But you know; Bushy Brow's probably got some aces up his sleeve too."

"Um..." Hinata began uncertainly. "Naruto." She said, getting his attention. She looked away briefly before returning her gaze to him with a blush. "Who do you think will win?"

"Me?" The blond replied before crossing his arms and furrowing his brow. Finally, he shrugged. "Eh, I'd have to put my money on Lee."

"And what makes you so sure Shino will lose." Kurenai asked, curious as to why the blond dismissed her student's chances. It would also give her a chance to see how he'd changed since his academy days. The whole of the village was well aware of his reputation.

Naruto turned to Team 8, still frowning, and gestured his head towards Rock Lee. "I saw him in action before the exams began. Beneath those bandages, his arms are beat up and covered in scars. The guy probably works himself to the bone every day to get like that." He looked back to the arena as Shino slowly rose to his feet, his head down, covering his face with shadows so that one couldn't see his exposed eyes. "He's been at this for a year longer than we have, and if he's gone at it like that the whole time, he's probably a lot stronger than he lets on. Plus, if he's got the drive to put that much work into training, then he's probably the kind of guy who'll settle for nothing less than the win. Shino strikes me as the more logical type. He'll do his best, but he'll cut and run if he doesn't think he can win and there's nothing at stake. Lee... he won't quit until he's given everything he's got and more."

Gai chuckled at Naruto's words, drawing their attention to him. "You're more right than you know. Lee's the type of person that will keep going, long beyond the point when anyone else would throw in the towel."

Down below, Shino reached out for his glasses before rising to his feet as he put them back on. He then slowly raised his head to look at his opponent.

Lee briefly recoiled in shock at the sight that greeted him when the Aburame's face could be seen again. "W- What!?"

There was an open wound on spiky haired boy's forehead, but rather than the red of blood or exposed muscle and sinew, the exposed area beneath his skin was alive with crawling black. The shadows moved out beyond the injury and on his pale flesh, their nature become clear.

"Bugs!?" 'What is this? There are bugs crawling beneath his skin!'

"What on earth!?" Sakura shouted with wide eyes in the stands.

Sasuke's eyes narrowed as he stared down at the arena. He briefly considered activating his Sharingan, but decided it wouldn't help.

Naruto's Rinnegan briefly burst to life and he was shocked by what they told him. 'The bugs are feeding off his chakra! No, not just that... they're linked to him through it!' Shino's chakra was... odd to say the least. It wasn't like any other chakra signature Naruto had encountered, but it wasn't corrupted like Orochimaru's. Naruto quickly attributed it to whatever jutsu let him control insects the way he did.

The veins around Neji's eyes bulged as his Byakugan, and for once the stoic boy displayed shock at what they told them. "This is... I'd always assumed that the clan of bug users I'd heard of summoned their insects from elsewhere... but they're actually living inside of his body."

The Aburame heir adjusted his sunglasses with his index finger as he stared at his opponent. "You shouldn't focus so much on your enemy... one should always be aware of their surroundings."

"What?" Lee asked in a perplexed tone, his eyes narrowed before he heard an odd clicking behind him. He turned just in time to see a three waves of insects shooting towards him, having hidden in the shadows of the room.

His expression a mask of shock, Lee back flipped away from the insects crawling towards rapidly moving towards him, moving faster than they and quickly putting some distance between them, only for more to appear from the opposite direction.

"Why?" Shino asked rhetorically as he extended his arm towards his opponent. "Your opponent might use your inattentiveness against you." Another swarm of insects burst from his sleeve.

The boy with the bowl cut found himself caught between three converging swarms of insects. Just as it seemed the fight might be over, he vanished from sight a moment before the insects could overtake him, reappearing in the air halfway across the arena, flipping and landing facing his opponent in a crouch, sweeping his leg out and bringing his arm up with his palm flat.

"Woah... where do all those things come from... there's no way they could all fit in his body!" Naruto exclaimed as he watched all the insects crawling across the floor.

"As creepy as this is... that's a really good question." Sakura said.

Sasuke frowned and shrugged as he came up with the most obvious answer. "They've gotta die some time, so they're probably breedi-..." The Uchiha heir trailed off as he froze, his eyes wide and his mouth agape in a look of shock and revulsion.

That expression was mirrored on the faces of all the other Konoha genin, even the stoic Neji. A moment of silence passed before they shuddered in unison.

"Let's just forget I ever brought it up..." Naruto suggested and was met with unanimous agreement.

"You may have an advantage over me in speed and strength, but our earlier bout has given me ample time to prepare this battlefield." The shadows around the arena began to crawl with Shino's declaration as their master picked up and reapplied his forehead protector before placing his hands back in his pockets. "My Kikaichu consume chakra. If they manage to overtake you, they might drain you dry before I can stop them. I suggest you forfeit."

Lee smirked as he rose up and righted himself. "You are right that at the moment, the odds seem stacked in your favor. However..." He brought his arm back up before his chest, slipping back into his stance. "You will find that I will not give up so easily."

Without another word, Shino sent a mental command and his insects obeyed, once more speeding towards Rock Lee, who jumped backwards, weaving around the swarm as best he could and trying to find an opening to get around the shifting mass of chakra hungry insects to get at their master when he once again sensed something behind him. He turned to see the ground behind him alive with insects, a mass of shifting dots cutting off any hope of escape.

'The way he controls those insects is kind of like Gaara's sand, though they're not half as dangerous.' Kankuro noted as he watched the Taijutsu expert do his best to evade the beetles chasing after the living feast that was their master's adversary.

Just when he seemed cornered, he vanished from view, reappearing behind the swarm and rushing towards their master. Shino raised his arm and deflected a kick with his arm before doing the same with Lee's follow up punches, only barely keeping up. Luckily for him, those three attacks were all his opponent had time for before the swarms were once again upon him, forcing him back.

As the swarm closed the distance between them, Lee once more vanished in a burst of motion, reappearing in the air directly before the Aburame, spinning into a kick aimed at his face. It would no doubt stun the boy and leave him wide open...

If it connected. Unfortunately for Lee, Shino was well aware he would try something like that. After all, from what he'd seen and learned from Kabuto's info cards, Lee fought exclusively with taijutsu, and in that he definitely had the edge. Which meant Shino would have to maintain close to mid-range and be ready to escape any attempt to force him into hand to hand combat to win.

Shino ducked under the kick and leapt backwards, raising his arm and unleashing another swarm from his sleeve. Lee was forced to disengage to escape the two sided attack that followed.

Shino directed both arms at the taijutsu expert, calling on more insects from his sleeves while summoning all his scattered insects to converge on Lee.

Lee smirked as he ran towards Shino before vanishing from sight in a burst of speed, reappearing in a crouch before the Aburame. A rising of Shino's brow was the only exclamation of shock he gave before he was launched into the air by a powerful kick to the chin by Lee.

"Is this it?" Sakura asked.

Kiba grinned. "Not by a long shot."

Lee reappeared in the air above Shino with his arm drawn back for a devastating punch aimed at Shino's face. Seeing his opponent was helpless, the taijutsu expert fully expected for this to be the end of the match. "This is the-" His fist literally plowed through Shino's face. "-what!?"

To Lee's shock, Shino's body fell apart into a mass of black which quickly enveloped him as he cried out, feeling the countless insects bite into his flesh and his body weaken as they drained his chakra.

"Lee!" Tenten exclaimed, surprised by this turn of events.

"When did he-?" Neji wondered, never having seen Shino weave a single hand seal.

"It's one of the benefits of the Aburame's jutsu." Kakashi spoke up as he watched Lee fall to the ground, where he was promptly swarmed on by the rest of the mass of beetles. "The insects they host within their bodies are bound to their will. They're so in tuned with their master's will that they can manifest a desired effect without the need of hand signs, as long as it's within their abilities of course."

Shino stepped out of the shadows on the far side of the arena as he watched Lee vanish beneath the swarm. He'd anticipated the boy's next move. After all, the whole arena was covered with his insects, what better place to attack him than in the air, where it would take more time for the beetles to reach them and he'd be defenseless against Lee's superior taijutsu skill. Of course, it worked both ways, if his insects caught him in the air, he'd be helpless to escape.

So he'd seallessly prepared a clone to take his place in the case that Lee did as he expected. The insurance the clone offered was appreciated as well.

"I did warn you that I held all the cards. If you can still form words, you should forfeit before my Kikaichu render you unconscious. If it comes to that, I can't guarantee your life."

Sasuke's eyes narrowed. 'Is this the best you can do after how you fought me?'

Gai looked on stoically, believing in his pupil as his gaze focused on the black mass that covered Lee.

Beneath the beetles, Lee could feel his strength ebbing away along with his chakra. His limbs were growing weaker by the moment and already, he could barely stand under the weight of the insects that were latching on to him, each eager for their meal. 'I... I did not come this far to lose here!' He thought back to all the times he'd been mocked because he couldn't use ninjutsu or genjutsu. To all the people he wanted to prove himself to. 'Gai-sensei... I will prove that I here, in front of everyone that I am a splendid ninja!'

He needed to do this quickly. In a few moments, he wouldn't have enough energy left to pull this off. He growled, ignoring the pain of the beetle's jaws pinching his skin as he channeled as much chakra as he could to his head, to one specific spot. 'First Gate: Gate of Opening, open!' He flooded his chakra into a specific point in his head and then one of his body's primary tenketsu, one of the eight which restricted the body to protect it force open like a bursting dam. He felt the chakra pulse through his body. He felt his muscles swell with new found strength as the limit on them was removed... but he lacked the energy to actually use it.

He had to work quickly. He was almost out of time! 'Second Gate: Gate of Healing, open!'

He felt his body revitalize as new energy flooded his system. To him, it almost seemed he was fresh into the battle, better even with the limits on his muscles removed, but he could tell his chakra was dangerously depleted. He had to end this before the boost from the two gates ran out.

He crossed his arms over his chest and with a cry of effort, burst free from the swarm, scattering a large number of the insects into the air though a fair number still clung to his body.

"What!?" This time Shino couldn't hide his shock as Lee crossed the arena in an instant, moving so fast that even the trained eye couldn't follow his movements.

"How did he...?" Sakura questioned as her teammates activated their respective dōjutsu.

"No way!" Kiba gripped the railing anxiously at this latest turn of events.

"That's..." Asuma's eyes narrowed as he recognized what he was looking at.

'So, Gai taught him how to use the that technique.' Kakashi thought.

"That's it, Lee! Let the fires of youth rage!" Gai cheered his student on.

Lee's movements were too fast for the Aburame and Shino quickly found himself on the receiving end of a