Well, that was informative; Sakura thought and looked around the room. Most people were frustrated; they wanted to know what the third exam would involve.

The Third Hokage cleared his throat and was about to speak again when a Jounin appeared in front of the platform and bowed deeply.

"Lord Hokage, before you explain the third exam please allow me, Hayate Gekko appointed proctor of this portion of the exam to speak first" Hayate asked humbly.

"Very well then" Sarutobi said.

Standing up Hayate greeted the candidates and then broke into a loud coughing fit. This lasted for a few minutes and Sakura didn't know whether to feel frustration or pity for the proctor.

"We have to have a preliminary exam before we can move onto the real one. Honestly we never expected so many of you to still be here. According to the rules of the Chunin exams, a preliminary exam can be held at any stage in order to reduce the number of candidates remaining" Hayate said, the information was met with noises of disapproval and unfairness.

"It's just like Lord Hokage said, we will have a lot of important guests coming. We don't want to waste their time, they'll come to see the best of the best" Hayate finished and broke into another coughing fit.

Preliminaries, well isn't that just great, Sakura thought sarcastically. They didn't get a chance to rest and now the odds of Team 7 all making it into the third exams were reduced even more.

"Thus it's only natural for me to ask, if any of you are not feeling in top physical condition now is your chance to bow out. The preliminaries will be starting immediately. Winners will be determined by one on one combat, sudden death" Hayate explained.

There's nothing they can do to stop me! I'm in all the way believe it! Naruto thought determined to win.

Does he really think anyone is going to – ugh! Sasuke stopped mid thought and clutched at the back of his neck. Waves of pain cascaded from the curse mark in more frequent bouts, shaking his whole body.

"Sasuke, are you alright?" Sakura asked, worried. Naruto too turned around and watched Sasuke cautiously.

"I-I'm fine. I can handle it. I'm not backing out. But can you do something, for the pain?" Sasuke asked gritting his teeth as another wave radiated from the mark.

Pain, what pain? Naruto thought as he watched Sakura gather chakra to her hand.

Letting a little of her chakra brush over the mark, Sakura focused and placed her hand above it. The force was so strong she nearly fell backwards. The curse mark was like a leech, feeding of Sasuke's chakra and now hers. Sasuke hissed at the contact but allowed Sakura to proceed.

"Sasuke, I can't give you much. My chakra is being sucked out of me by it" Sakura spoke and Sasuke nodded, it had helped a little with the pain. Sarutobi watched the encounter.

Well Tsunade, you have been busy. Sakura graduated top of her academy in chakra control and it seems your training has had an effect on her. It will be interesting to see how she will do and if she'll make it to the third exam. You should be proud of her, he thought and smiled a little at the fond memory of his former student.

Sakura withdrew her hand and Sasuke covered the mark, Naruto saw nothing of it. She watched the Uchiha boy with worry; the curse mark had felt like a giant magnet pulling her chakra in. How was Sasuke even standing, the mark was feeding off him. How was he going to fight in the preliminaries?

"It's feeding off you Sasuke, consuming you. I can feel the pull and that's just the chakra from my hand on it. I know you want to continue but I don't think it's wise" Sakura said quietly so Naruto wouldn't hear.

"I'm an avenger Sakura, for me this is more than just an exam. The title of Chunin means less than nothing to me. Am I as strong as I can be, all I want is the answer to that. I can only find it out by fighting the strongest and the best." Sasuke replied.

Sakura shook her head dejectedly; of course Sasuke wasn't going to back out. She could hardly blame him, they had come so far since the first exam. The avenger talk hurt because it reminded her of what Orochimaru had said. Ideally they should all make the third exam, as a team. It finally felt as though they were working well together.

But I didn't want that to be at the expense of Sasuke's wellbeing, Sakura thought and let out a quiet sigh.

"Okay, you got me I'm out" A voice called out cheerfully. Everyone looked up to see Kabuto had raised his hand.

"Kabuto Yakushi of the Leaf Village correct? Alright you can step back now" Hayate said, examining his clipboard.

"KABUTO! Hold on a second, you can't quit! What's going on!?" Naruto yelled out in frustration.

"Naruto I'm sorry, but my body is just too beat up. I can't handle it. I haven't been able to hear properly since my first encounter with the Sound Village ninja and to put my life on the line with that handicap doesn't seem right" Kabuto explained in a sad voice.

This guy, again I feel it. There's something up with him, Sasuke thought.

"This is not the first time I have seen this ninja before, is it?" Sarutobi asked. Anko quickly flicked through her list of candidates.

"Kabuto Yakushi says here he's failed six times in a row. His academy time was not impressive, average grades and three times before he passed the graduation exam. It also says here that he is the orphaned child from the battle of Kikyo Pass" Anko said.

"Kabuto! Where are you going? Have you forgotten Lord Orochimaru's orders?" one of his teammates asked.

"I'm leaving that all up to you now. What's the problem? With someone of your abilities there should be no trouble. It's your chance to prove yourself, like you've always wanted" Kabuto responded quietly and walked away.

Sasuke and Sakura exchanged suspicious glances but Naruto looked disappointed as he watched Kabuto leave.

Sorry Naruto, Sasuke, Sakura. Wish I could stay and play a little longer with you. But the old me might resurface and I can't have that. It would blow my cover and what good is a spy after that? Besides with Lord Orochimaru here, he doesn't need me, Kabuto thought and pictured the Sound Jounin in his mind.

Seeing Kabuto had exited the room, Hayate coughed loudly and directed the attention of the candidates back to him.

"So last chance, does anyone else want to leave?" he asked.

Sakura glanced at Sasuke, of course there was no way he was pulling out now. Neither was she, or Naruto. All of the Rookie 9 looked just as determined, in fact everyone did. Hayate sighed and readjusted his headband.

"Alright then, we'll now begin the preliminary round. This will consist of one on one individual combat at full battle intensity. This is not an exercise. There are now twenty of you remaining so we will need ten matches. Surviving candidates from these ten matches will advance to the third exam. There are no rules, you fight until one dies or concedes defeat or are physically incapable of continuing" Hayate said.

Looking around the room he found that everyone was listening attentively and coughed a few more times before continuing.

"As proctor I have some lead way, I can stop a match if the outcome seems hopeless for one person. The idea is to prevent as many fatalities as possible. Since we're all clear on that, let's see who's first" he finished and pointed towards one of the back walls.

"Open the panel" Anko said through her microphone as one of the walls began to rise up revealing a large digital screen.

"The names of the two opponents competing will be displayed before each match. These names are chosen at random so who you get is who you get. No questions asked. Well then, let's see who it's going to be" Hayate said and everyone looked at the screen.

The screen came to life and began randomising the names of all the candidates, Sakura held her breath. To go first would be interesting, it would be out of the way and all done. But because she had been instructed by Lord Hokage to assist Kakashi in sealing Sasuke's curse mark she needed to save her chakra.

If Sasuke was to fight before her, straight after his battle she and Kakashi would leave with him to remove the seal. That meant coming back for her own match, she would be chakra depleted. It was a disadvantage but Sakura knew she could rely on Tsunade's training and the strength of her chakra reserve as evident by the second exam.

If she were to fight before Sasuke there was no telling what could happen, there were ninja here that were much stronger than she was. The matches may come out a little uneven, she could get seriously beaten but that wasn't an option. She had to advance to the third exam, as proof to Tsunade and her parents and her teammates that she was getting stronger.

To finish her own fight first and then to assist Kakashi would mean she would have little to no chakra. Truthfully she would prefer Sasuke to fight first. The names began to slow down and finally came to a stop. Sakura's eyes widened and Naruto looked at the screen enviously. Sasuke smirked.

Sasuke Uchiha vs Yoroi Akado

They didn't waste any time did they? Sasuke thought as he watched his name flicker on the screen. The mark on his neck pulsed in pain but the Uchiha boy continued to smirk.

I couldn't ask for anything more, Yorio thought as he recalled what Kabuto had said to him. This was his chance.

"Right, those whose names have been called step forward" Hayate said.

Sasuke turned to Sakura and shot her a small smile. "I'll be fine" he said quietly. Sakura nodded and attempted to return the smile but it was difficult.

"Good luck" she whispered back and Sasuke smirked. Exchanging determined glances with Naruto, the Uchiha boy faced off against Yorio in front of Hayate.

"You two have been chosen for the first battle of the preliminary round. Are there any objections?" Hayate asked and coughed a little.

"None here" Sasuke said, deadpan.

"No" Yorio replied.

You better win Sasuke, if we're ever going to fight as equals, Naruto thought.

Now all I can do is watch this and hope the mark stays under wraps I guess, Sakura mused.

"Well let's begin, everyone other than the two opposing candidates will now clear the arena and move to the balconies above to observe the fight" Hayate said.

Slowly everyone began to move to the upper levels, Sakura and Naruto lingered with Sasuke a little longer. Kakashi made his way over to his genin students.

"HEY HEY! KAKASHI-SENSEI!" Naruto called out cheerfully but Kakashi had his eye on Sasuke.

"Sasuke, don't use your Sharingan" Kakashi muttered.

"So you know about it huh?" Sasuke asked monotone and quickly glanced at Sakura.

"Yes. Sakura informed me but I'm not here to stop you from participating. If the mark on your neck gets out of control, your life could be in danger" Kakashi replied.

"I'm aware of that" Sasuke said, slightly annoyed at the lecture from his sensei.

"Just to let you know, if that happens. I will step in and stop the fight, regardless of the result" Kakashi said and headed for the balcony followed by Sakura and Naruto.

He'd stop the fight? Like Sakura says, this mark feeds off my chakra. Because the Sharingan takes a lot of chakra to activate, the mark will respond to that. It gains more control over me and I can't let that happen. I've got to fight without my Sharingan. My own jutsu is off limits too. How am I going to do this? Sasuke thought as he stared at Yorio.

Orochimaru disguised as the Sound Jounin squad leader, crossed his arms in front of his chest and smirked at the proceedings below accompanied by Dosu, Zaku and Kin.

Poor Sasuke, Yorio's skills are going to be disastrous for you. Let's see if the mark I gave you will be the death of you, he thought.

"Now if you're ready, let the match begin" Hayate said and stepped backwards allowing the two candidates room to fight.

"Oh I'm ready" Yorio said darkly and pressed his fingers into a jutsu starting position.

"So am I" Sasuke said, getting into a fighting stance.

Yorio activated his jutsu and a ball of chakra ignited from his hand and flickered violently. Reaching behind him into his ninja pouch he drew three ninja stars. Sensing the impending attack Sasuke quickly reached for his kunai.

Wasting no time, Yorio flung the ninja stars and Sasuke countered them with a strike of his kunai but he fell to the ground as the curse mark pulsed causing him serious pain. The ninja stars were on a collision course with their owner but Yorio quickly disappeared and then reappeared next to Sasuke. Using the chakra he had collected in his fist, Yorio sent a strike downwards to Sasuke but the Uchiha boy quickly rolled out of the way.

Sasuke's opponent is good at chakra manipulation, Sakura thought as she recognised the familiar technique Tsunade had taught her.

Thinking quickly Sasuke shoved his kunai into the ground and manipulated his body around it. He managed to knock Yorio off his feet and onto the arena floor. Sasuke held him down with his legs in a grapple type manoeuvre.

"He got him!" Naruto yelled out happily but Sakura could see Sasuke visibly shaking from the force of having to hold his opponent down.

"Oh really?" Yorio asked.

His arm was pinned down on Sasuke's chest but he activated chakra to his fist and took a hold of Sasuke's shirt. Sasuke felt his strength leave him as Yorio released his arm from Sasuke's grip and delivered a hard blow to the Uchiha boy's sternum.

Jumping back a little Yorio prepared his chakra for a second attack. Sakura watched as Sasuke twitched on the ground, looking like he wanted to get up but couldn't.

"Sasuke! Get up!" Sakura called out.

Hearing Sakura's voice, Sasuke's eyes opened immediately and his body shot up but he wasn't fast enough to get away. Yorio's chakra fist pressed straight into Sasuke's forehead causing him to fall to the ground. Using two hands Sasuke attempted to push Yorio's hand off.

It's no use! My arms they feel like jelly. I have no strength! Sasuke thought as his attempt failed and both arms flopped uselessly to the side.

"M-my chakra, what are you doing!? You're feeding off it!" Sasuke exclaimed as Yorio pushed his chakra infused hand further onto his forehead.

"So you've finally figured it out huh?" Yorio smirked and continued to absorb Sasuke's chakra with his hand.

It's about time you caught on Sasuke. Yorio's ability allows him to consume an opponent's mental and physical energies simply by pressing his palm to any part of their body. My dear Sasuke, once all of your chakra has been devoured you will have no choice but to unleash my cursed mark! Orochimaru thought with repressed joy.

That guy, at first I thought he was using the chakra as a combination weapon. But he's absorbing Sasuke's chakra! Sakura thought and immediately froze. This could mean the appearance of the cursed seal and the match would be over.

"No I can't let this guy just steal my chakra! I have to – ugh! GET OFF ME!" Sasuke yelled and gathered what strength he could to kick his opponent in the stomach, freeing himself from the jutsu.

"Well, looks like you have some strength left after all. But it won't help you for long. Don't worry I'll make this short and sweet" Yorio said and activated his jutsu again.

Sasuke dodged and weaved as best he could, but staggered under the strain of little chakra and the pain of the curse mark.

So this is the great Sasuke Uchiha, is that all he's got?Gaara thought as he watched the battle, bored.

"Come on Sasuke!" Ino called out loudly from the balcony but Sasuke didn't even turn to acknowledge her, Ino pouted in response. He needed a plan or else he was done for.

Sakura's mind was in overdrive. Sasuke had no chakra left, if he tried to use what he had the curse mark would take it all. He didn't have his usual chakra enhanced speed so he couldn't avoid Yorio forever nor could he do well in close quarters combat. At a time like this, the use of the Sharingan was out of the question.

"Sasuke!" Sakura's voice rang clear across the arena. Sasuke turned immediately and glanced up at his teammate.

"You need to find another way to beat Yorio, avoiding him isn't an option. You need to confront him head on, think outside the box! You can do it!" Sakura yelled and Sasuke looked at her carefully.

She's trying to give me a clue to what I should do, he thought and nodded at his teammate and smiled a little.

Sakura, you little witch. Calling out to him like that! Ino thought and her eyes narrowed jealously.

"Sakura's right! C'mon Sasuke you can't let this guy win! What happened to the Uchiha clan and their greatness huh?" Naruto bellowed and Sasuke winced.

Lee's standing right next to him I can't understand why he doesn't just hit- wait! Lee! Sasuke thought and his eyes widened. That was how he could win the fight!

"I'll teach you to turn your back on me kid!" Yorio said angrily and charged forward with his jutsu in hand. He took fast strikes at Sasuke which were dodged quickly. Before anyone knew it, Sasuke had disappeared completely.

Hey, where did he go? Yorio wondered.

"Down here!" Sasuke called out and aimed a hefty upwards jaw kick which sent Yorio flying.

That's my move! Lee thought as he watched Sasuke execute the technique perfectly. Sakura watched shocked and slightly impressed. Without activating the Sharingan, Sasuke had recalled the move he had copied from Lee.

Immediately crouching on all fours like Lee had done, Sasuke shot up into the air and materialised underneath Yorio.

"Okay I'll come clean, the first part of this move I sort of borrowed. But from here on out it's all my own stuff" Sasuke said and put two fingers against Yorio's back.

"Huh! The Dancing Leaf Shadow!?" Yorio exclaimed.

"Alright now take this – ARGH!" Sasuke yelled in pain as the curse mark began to pulse and activate. He could feel the flames spewing out and engulfing his face.

No! Not again! It keeps getting stronger and stronger,Sasuke thought as he attempted to control it but cried out in pain again.

Orochimaru smirked, the mark had been activated at last. Sakura watched in horror as the familiar black flames began to spread over Sasuke's neck and face.

"Sasuke stop! This isn't you! What are you doing!?"

"STAY OUT OF MY WAY SAKURA!"

"You call yourself an Uchiha, Teme?"

Sasuke stiffened at the memories, because of the curse mark he had pushed Sakura to the ground when she had fought so hard to keep him alive. He was not worthy of the Uchiha name, Naruto was right. Letting this curse mark control him that was not what the Uchiha clan would have condoned.

"I'm not about to let this thing take over! No way! I promised I wouldn't!" Sasuke said and the curse mark began to recede at Sasuke's resistance to it.

The orange flames which had burned across his face left almost instantly, the mark lost its orange pulsing light and returned to its black colouring.

The curse mark, its receeded! Anko thought, completely shocked at the will power of the Uchiha boy.

"Right, here we go!" Sasuke said and put his hand on Yorio's back. Twisting his left leg up