The episode begins with a flashback to the last one with Tsunade freaked out that Kabuto had spilled blood on her. He knocks her into her assistant and Naruto questions why Kabuto would be fighting Tsunade. Jaraiya points out Kabuto's headband which proves that Kabuto is working for Orochimaru. Naruto attacks Kabuto but is beaten back. Kabuto stands with Orochimaru and the real fight begins. Jaraiya tells Tsunade's assistant that she will fight Kabuto and he will face off against Orochimaru. The fact that Tsunade had slipped something into Jaraiya's drink the night before puts him at a disadvantage. Kabuto knocks out the assistant and Naruto then steps in to challenge him. Naruto forms the Rasengan and attacks Kabuto, but he easily dodges it and hits Naruto and knocks him down. Naruto takes several hits, but never gives up. He makes a shadow clone and Kabuto attacks again. This time Naruto catches Kabuto's weapon hand and holds him while his clone forms the Rasengan. Naruto hits Kabuto in the chest with the Rasengan and the episode ends.
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