Gaara sees that Lee is bleeding and hurt. Lee charges at Kimimaro, but Gaara uses hi sand to stop him. Gaara tells Lee that he will face Kimimaro. Kimimaro starts to use his Digital Shrapnel attack again, but Gaara tries to strike first. Gaara's sand blocks the attacks of Kimimaro and Kimimaro dodges all the attacks of Gaara's sand. Then Kimimaro is trapped by Gaara's sand that has come up from the ground and grabbed his ankles. Gaara uses his sand to engulf Kimimaro. Meanwhile Naruto is still chasing Sasuke and follows him into a cave. Naruto has a flashback of when he was younger and how everyone wanted nothing to do with him. This blends into Kimimaro's flashback of his youth. Kimimaro remembers when he was told his purpose was to fight for his clan. He goes to the first state of his curse mark again and breaks out of Gaara's sand prison. It seems that his extremely hard bone structure prevented him being crushed. Gaara uses his Sand Tsunami to engulf Kimimaro once more and uses his Sand Coffin to try and seal him in. Kimimaro once again has a flashback to his youth. He has a brief encounter with Zabuza and Haku. Then he mistakenly attacks Orochimaru who directs him to the Village Hidden in the Mist which his clan is attacking. A great battle ensues and Kimimaro is the only one of his clan to survive. He goes wandering until Orochimaru finds him and tells him he has use of him. Back to the present, Kimimaro goes to the second state of the curse mark and once again break free from the sand prison. Naruto is still in the cave. He sees an apparition of Neji who spurs him on after Sasuke. Naruto finds his way out of the cave with more determination. Back to the battle between Gaara and Kimimaro, Kimimaro has transformed into an almost dinosaur style monster. Gaara tries to trap him again, but he breaks free and charges.