Inari pounds on the door of his neighbor, Mr. Giichi. He needs him to go to the bridge to defeat Gatou’s men. Mr. Giichi refuses. If they try to fight, there will be sacrifices. No one wants to sacrifice anything precious to them. Inari’s mind is made up. He remembers his dad’s words - to live with no regrets - and is ready to fight. Inari goes to each of the townspeople’s homes, but no one will open their doors. He remembers Naruto telling him that he’s strong and keeps trying.

Haku explains that Naruto must kill him. Naruto thinks that if they had met under different circumstances, they might have been friends. He pulls out his dagger and charges. As he runs, Haku catches his hand and disappears. He teleports in front of Zabuza as Kakashi attacks and takes the direct hit for him.

Inari prepares to go down to the bridge alone…

At the bridge, the mist clears and Naruto gets a clear vision of what’s going down. Haku is now dead and Zabuza is looking to cut through both he and Haku to kill Kakashi. Kakashi dodges and lays Haku down. Sakura sees Naruto and asks about Sasuke. Naruto can’t answer, but Sakura takes Tazuna’s hand and runs to Sasuke’s body. She starts crying.

Kakashi and Zabuza are still going toe to toe. Zabuza can’t keep up with Kakashi and soon finds himself in Kakashi’s grasp. Kakashi strikes, but Zabuza counters once again.

Gatou shows up on the bridge with an army of men…

Naruto goes into demon fox mode and begins his assault on Haku. Haku can’t imagine how he became so powerful. Even as Haku’s needles hit him, he is able to deflect them.

Outside, Kakashi asks Zabuza to finish the fight. Inside, Naruto powers up and knocks Haku outside of the ice prison. Haku can barely stand. He tells Zabuza that he cannot defeat Naruto. As Naruto is about to finish him off, Haku’s mask falls off and Naruto can’t bring himself to kill him. Haku tells him to just do it. He has no reason to live now that Naruto has shown him how week he is.

Haku explains that he was born in a small snowy village in Water Country. His parents were satisfied with their hard life of living off the fields. Then, one day, his father killed his mother and tried to kill him. The Water Country experienced civil wars, and those with advanced bloodlines came to be hated. Clans with such bloodlines were used as weapons and blamed for the turmoil sweeping the land. The clans that had those abilities lived in secret. As Haku was playing one day, he demonstrated that he had this ability. Their father soon discovered the secret and came to kill them. He escaped, killing his father in the process, but knowing that in this world, he is unwanted. Zabuza was the only one who would take him in. From that day, he gave Zabuza his loyalty. He now asks Naruto to kill him.

As this is going on, Kakashi performs Ninpou summoning. Earth element, Tracking Fang no Jutsu. Zabuza taunts him that he is trapped in his Jutsu, but suddenly, several nin dogs attack from the ground. The Jutsu was to track the scent of his own blood that now covers Zabuza’s weapons. Kakashi explains that Zabuza went too far. He attempted to assassinate Mizukage and his coup d’etat failed. He abandoned Water Country and needed money for revenge, which is why he must have joined Gatou. Kakashi powers up and tells Zabuza to give up. His other option is death. He does Lightning Edge and chakra energy builds up and glows around his hands.

Haku is still asking Naruto to kill him, but Naruto won’t. He still thinks he can talk some sense into Haku, but Haku is certain that now, Zabuza no longer needs him. He didn’t fulfill his part.

Sasuke tries to attacks Haku in the ice prison. Naruto is still trying to escape, but Haku is too fast. Outside, Kakashi senses that Zabuza will go after Tazuna. Zabuza strikes as Sakura screams.

Inside Naruto takes a running head start and tries once again to escape. Haku is again too fast. Sasuke knows he must do something. As Haku shoots his needles, Sasuke is able to knock them down before they hit critical points. Sasuke starts to see the needles as Haku attacks and soon his Sharingan is awakened… Haku realizes that if the battle keeps going at this pace, he will be at a disadvantage.

Outside, Zabuza gets ready to attack. He disappears into the mist and Kasashi is left to try to defend blindly. Sakura is flipping out that Naruto and Sasuke could be defeated. Kakashi believes in them…

Inside the ice prison, Haku is taken down, but Sasuke is completely beaten up. Naruto can’t understand how he would sacrifice himself to save him. He recalls all the past moments with Sasuke. Sasuke tells him that he hated him… Naruto screams that he never wanted his help. Sasuke then falls. He tells Naruto that he kept telling himself that Haku was his brother and he wouldn’t die until he killed him. Sasuke then passes out as Naruto holds him.

As this is going on, Haku rises and tells Naruto that Sasuke was definitely a shinobi that deserved respect. Naruto then awakens as well… he starts healing as his demon fox spirit comes out.

Kakashi tells Sakura not to egg on Naruto and Sasuke. Even if they could beat Haku’s technique, they don’t have it in their hearts to kill someone. Sakura screams in frustration, but Kakashi decides to finish it with his Sharingan. Zabuza rushes towards Kakashi and stabs at his eye, but Kakashi is able to block with his hand. He explains that he was the one who taught Haku all his techniques. His jutsu surpasses even Zabuza’s.

Inside the mirrors, Naruto replicates again and his clones are once again defeated. This time, Sasuke started to see his movements. When Naruto replicates a third time, Sasuke kicks some water up in hopes of tracking Haku. Again, the attempt is futile, but Sasuke thinks that maybe something other than water will work.

Zabuza confesses that he wasn’t just getting beaten up like an idiot. He had Haku hiding in the background watching the battle go down. Haku is usually able to come up with a way of defeating a technique after one viewing, so he warns Kakashi that the same jutsu won’t work on him twice. He then performs Hidden Mist no Jutsu and disappears.

This time, Naruto replicates, but Sasuke uses fire to track him. When he goes after Naruto, Sasuke hits him with fire and slightly wounds him.

Kakashi is able to block Zabuza’s attacks, but Zabuza warns him that he relies way too much on sight. At the river, it was the Sharingan that allowed Kakashi to give the impression that he was copying Zabuza’s techniques. Once his mind was confused, he was able to use a hypnotic genjutsu to finish the move before Zabuza. But he now knows the secret… Now he uses the mist to keep the eye useless, and if he closes his eyes and maintains distance, then he won’t be hypnotized. He is a master of killing on sound alone, so he has the advantage.

Sasuke tells Naruto to run outside and attack. As Haku flies to Naruto, Sasuke throws a fire attack. Naruto almost makes it outside before Haku catches him and knocks him back in. Sasuke is ready to try again, but this time Haku attacks Sasuke first.

Kakashi tells himself to calm down. If he were Zabuza, what would he do? He realizes he’d attack Tazuna and by the time he gets to them, Zabuza is able to strike. Blood splatters…

Recap Episode: The Hidden Village of Konoha has trained many good ninjas. Enter Naruto, number one troublemaker. His favorite technique is Sexy no Jutsu. He is also the Nine-Tails Demon Fox who brought the Hidden Village of Konoha to the brink of destruction. That Nine-Tails Demon Fox is sealed inside him. As a result, all the villagers are afraid of him. One day, Naruto graduated ninja school and joined a three ninja team with Sasuke and Sakura which is guided by Kakashi.

One day, the three ninjas left the village to accompany bridge builder, Tazuna, to the Country of Wave. Unfortunately, a man named Gatou sent an assassin after Tazuna, giving the team some trouble. But through their teamwork, they got through the assassination attempt and managed to defeat Zabuza. A Hunter-nin finished off Zabuza and took his corpse, but the boy was really one of Zabuza’s allies and nursed him back to health. Sensing that Zabuza was still alive, Kakashi trained his young ninja’s hard so that when they meet again, they will be ready.

Present: Naruto enters the game making an elaborate show but rescuing Sasuke in the process. Haku recognizes him as the boy he talked to earlier that morning, and as Zabuza attacks with several ninja stars, Haku throws several needles to counter the attack. Kakashi reprimands Naruto for not being more deceptive and surprising the enemy. By appearing in front of the enemy, he only sets himself up as a wide open target. Haku asks Zabuka to finish the fight his way. Zabuka agrees but tells him he’s going too easily on the enemy. Kakashi is ready to step in, but if he leaves, Tazuna will die. So the battle begins…

Naruto is pissed that Haku deceived them as a Hunter-nin. Haku refers to Kakashi when he repeats that duty of a ninja is to deceive and find an unguarded spot. He tells Naruto not to take it personally. Sasuke uses this opportunity to throw his shuriken at Haku, but he dodges it easily. Haku then decides to finish Sasuke first and re-enters the mirror. Sasuke still can’t figure out the mirror technique and soon is caught in the crossfire again. Both Sasuke and Kakashi think that if Sasuke can attack from the inside while Naruto attacks from the outside, they might break the technique, but much to their dismay, Naruto enters the mirrors. Sasuke then has no choice but to use his fire technique: Blazing Fireballs, but it doesn’t melt the mirrors.

Haku attacks both the boys, which just frustrates Naruto, so he decides to use his shadow replication jutsu to go after all the mirrors. Haku destroys all the clones and explains that it is a traveling technique that utilizes mirror reflections that only reflect him. Kakashi explains that it’s just a Bloodline Limit technique, similar to his Sharingan. There are some techniques that are only passed through genetics, so even he can’t copy that technique. Naruto flips out and screams that he still has a dream. Haku flashes back to himself as a kid on the bridge when Zabuza befriended him. He then tells the boys that he doesn’t want to kill them, but if they are going to fight him, he has no choice. This bridge is a battleground for several people’s dreams. Haku will protect Zabuza to help him achieve his dreams.

Sasuke decides he wants a piece of Haku for the Hunter-nin trick. Zabuza gives the word, and Haku spins towards Sasuke like a tornado.

Meanwhile, Gatou’s henchmen have taken Inari’s mom hostage. They threaten to kill the kid, but she vows to bite her tongue off and kill herself if they touch the boy. They grab the mom as Inari sits helpless, pitying himself. Then he remembers Naruto’s words and then his father’s. He wipes his tears away and vows to become stronger.

Inari yells to the men to get away from his mom. He runs at them, as they draw their swords.

At the bridge, Haku and Sasuke are going at it. Haku claims that he already has two advantages over Sasuke. The first is the water on the ground and the second is that he has occupied one of Sasuke’s hands. With one hand, Haku performs his Secret Jutsu: Flying Water Needles and stomps in the nearby puddle. The splash becomes needles, and Sasuke remembers his training to release his chakra.

At Tazumi’s home, Naruto shows up just in time to perform Kawarimi no Jutsu. He switches places with a log and rescues Inari and his mom. He knew the samurai were headed this way because of the cut up boar in the forest and several slash marks on nearby trees. When the henchmen try to attack Naruto, he easily knocks them out. Naruto and Inari then have a bonding moment and laugh together.

As Haku attacks, Sasuke is able to dodge the moves, and ends up behind. The two go at it until Sasuke gets a swift kick in. He has won the race for speed.

After tying the henchmen up, Naruto apologizes to Inari for calling him a sissy. Inari starts to cry, and Naruto tells him that it’s all right to cry… when you’re happy. He then smiles and asks if he can count on the kid from here on out so he can head over to the bridge.

Haku suddenly starts emitting a chilling vibe and performs Secret Jutsu: Demonic Ice Mirrors. Several ice mirrors surround Sasuke. Haku then enters a mirror and appears in each of the ice mirrors. Kakashi runs to help Sasuke, but Zabuza steps in front to block his path. Sasuke is left alone in the mirror prison as he rapidly gets cut repeatedly. Sakura then runs and throws Sasuke back his dagger, but Haku catches it. Luckily, Naruto comes to the rescue and hits Haku out of his Jutsu.

A girl is gathering herbs in the forest. She recognizes Naruto lying asleep in the forest as the kid that screamed at her for killing Zabuza in the forest (Haku) and reaches over to grab his neck. She reframes and gently wakes him. They talk for awhile, and she learns that Naruto is indeed a ninja. He trains because he must become stronger to become the best ninja in his village.

The woman has a flashback to herself as a kid. She tries to get food, but a dog fights her for it. She then kicks the dog to find two angry pups angry at her as well. Zabuza apparently took pity on her and befriended her. She tells him that when a person has something to protect, that is when he becomes truly strong. As she walks away, she tells him that she is a boy.

Naruto doesn’t show up for breakfast the next morning, so Sasuke goes after him. Sakura and Kakashi also head out to the forest. Naruto throws a spear at them to show them how high he can climb but nearly falls off until Sasuke comes to his rescue. Kakashi is quite pleased by both of their progress

Tazuna asks Kakashi why they stuck around when he had lied to them about his project. Kakashi answers that to abandon one’s duty is not courageous, and below courageous, there is nothing. Those are the First Hokage’s words. Inari has a flashback to his dad and his words not to cry. He breaks down and asks why they would try so hard against Gatou. It’s pointless. Naruto tells him to shut up. He isn’t like Inari. Inari cries even harder and demands to know how Naruto, who is so carefree, can possibly understand anything about him or this country. Naruto tells him that he’s just playing the tragic character and that a sissy like him should just keep crying.

Later, Kakashi goes out to the water to talk to Inari and apologize for Naruto. He explains that like him, Naruto also grew up without a father. He has never known his parents or had a single friend, but he doesn’t complain or cry. He also does his best to get people to acknowledge him. For that, he’d risk his life. That is why he understands what it is like to be strong. What he told Inari earlier was probably the same thing he told himself many times.

The next morning, the group leaves Naruto to rest and heads over to the bridge. When Naruto learns he overslept, he races to the bridge to meet the others. The others are greeted by several dead or critically injured workers, while two other henchman head over to Tazuna’s house. The bridge becomes misty and Kakashi’s belief that Zabuza is alive is confirmed. Zabuza attacks with water clone attacks, but Sasuke can see through them and takes the clones down.

Sakura watches over Tazuna as the other two continue their tree climbing. As Tazuna works, yet another of his employees asks to stop working on the bridge for hear of Gatou. They fear for their families. Tazuna won’t quit. He started this bridge believing that it would bring in resources to the super-poor country. He tells his worker that he doesn’t have to come to work… Meanwhile, Naruto and Sasuke are still working their way up the tree, neither wanting to lose to the other.

Tazuna decides to stop through town to get something on his way home for dinner. Sakura can’t believe how poor everyone is. The stores barely have anything. A small kid begs Sakura for food on the street. Tazuna tells her it’s been this way since Gatou came. Everyone gave up hope, but if he could just finish the bridge, the city could return to what it once was.

Naruto thinks back to Sakura’s tips on how to gather chakra into his feet. He can’t be too impatient. He must relax and focus on the tree. He tries again, but Sasuke interrupts him. Sasuke asks Naruto for the tips Sakura told him, but Naruto refuses to tell him.

Sakura asks why there is a torn picture on the wall. She saw Inari staring it during dinner, and it looks as if someone was deliberately torn from it. That seems to be a sore spot for the family, but Tazuna explains. The man was Inari’s father, but not related by blood. He was very close.

There once was a man called the hero of this country. Three years ago, Inari first met him. Inari was being tormented by some local kids who were trying to take his dog, Pochi, away. The head bully got mad and threw the dog into the river. He told him that if he cared so much about the animal, he would dive in and save him. Unfortunately, Inari couldn’t swim. The bully pushed him in and Inari thought he was done for. Pochi, on the other hand, learned the dog paddle right then and swam to shore.

When he awoke, a man had saved him. He seemed to understand Inari and told him to choose a live of no regrets. No matter how tough, he must try, even if he loses his life. The man’s name was Kaiza and he had come to town to fulfill his dream. Soon, Kaiza became part of the family. One day, there was a terrible storm and it looked like part of the city would be flooded. Kaiza volunteered to jump in the river and tie the rope to save the village. From that day forth, he became a town hero. Gatou was not happy with him, though, and decided to martyr him as an example. He sent his men to capture and crucify Kaiza in the center of town as a warning to anyone who opposed him. He told the people that this man had been conducting terrorist activities against Gatou Corporation and as punishment, publicly executed him. The little boy watched as his father figure was killed before his eyes.

Inari grew bitter because Kaiza was no longer there to protect him and the people of his country. He believed his dad was a liar. From that day, everyone in town changed. Naruto is moved by the story and wants to prove that heroes do exist.

Poor Kakashi… whenever he uses his sharingan too much, it wears him out. He’s out for some time… The young ninjas have questions but don’t want to wear him out too much. Sakura is curious about the masked kid they met. Kakashi explains that it’s the mask worn by the Hidden Mist’s Anbu (assassin squad), on the special hunter-nin team. They are known as body erasers and their job is to dispose of bodies without a trace. A ninja’s body has within it the secrets of the village’s ninjutsu. That information ranges from info on different chakra types, herbs, and other things that would reveal info about the village. For instance, if he died, they could learn about the sharingan. Also, if the young ninjas aren’t careful, an enemy can steal their jutsu.

Back in the woods, the hunter-nin takes care of Zabuza’s body. As he prepares to cut, the corpse comes back to life. Or rather, the hunter-nin really wasn’t one at all and actually saved Zabuza from death. His aim was the acupuncture point in the neck so not to hurt him.

Kakashi senses that he is missing something very important, even though he believes Zabuza is dead. He says that hunter-nins usually dispose of the corpse at the spot they kill them. Suspiciously, he asks what the masked boy did with the corpse. He then calculates that Zabuza is really alive. The needle the hunter-nin used was called a ‘senbon.’ They are only fatal if they hit a vital organ. Being a hunter-nin, he would have known how to put the body in a temporary metabolic suspension. His intention must have been to save Zabuza not kill him. Kakashi senses that he must train the young ninjas before it is too late.

A young boy named Inari enters the room and welcomes back his Grandpa. The boy seems shy but then tells his mom that they’re all going to die and that there’s no way they can win against Gatou. Naruto goes after the boy, ready to teach him a lesson, and finds him crying over a picture of his dad.

Soon, Kakashi begins the chakra lesson. Chakra is the energy a shinobi needs when performing a jutsu. This energy has two parts: the body energy in each cell and the spiritual energy gained through training and other experiences. To perform a jutsu, a ninja must release these two energies. This is called releasing chakra and is done by performing a seal with the hand.

The reason Kakashi is explaining this to the boys is because while they can do jutsu, they aren’t using their chakra efficiently. Unless they can control it properly, they will weaken themselves and won’t be able to fight as long. And so, they must train by tree climbing… only without using their hands. Kakashi then demonstrates by walking up a tree with a set of crutches. To do this, they must focus the proper amount of chakra into the proper area… ie their feet. It is said that the sole of the feet is the most difficult place to gather chakra, but if they can do this, they should be able to master any jutsu.

Sasuke is pretty good at tree climbing, but Naruto falls backwards almost immediately. While the boys talk on the ground, Sakura has already made it to the top. Kakashi does believe that Naruto and Sasuke have a huge amount of untapped chakra inside them, and if they can master it, they will become powerful allies.

At Gatou’s place, Zabuza lies recovering as the fake hunter-nin, Haku, watches over him. Gatou comes in and threatens that they have one more chance… Haku reacts to the threat, but doesn’t kill anyone. Once they leave, he says it’s too early to kill Gatou.

Meanwhile, Naruto and Sasuke are still trying to climb the tree. Naruto gets frustrated and asks Sakura for some tips. Kakashi believes that Naruto’s chakra level may even be above his own…

Naruto’s dagger goes through the path between Momochi’s hand and Kakashi’s barrier. He lifts his hand out, releasing Kakashi. Naruto is proud of himself, having used the shadow replication techinique to hid that he transformed into a Fuuma shuriken. He had no intention of defeating Zabuta. He left one of his replicas and transformed into a Fuuma shuriken, which he then threw to Sasuke, who used his own technique. He hid in the shadow of the shuriken until he got close enough and then broke the water prison.

Kakashi and Momochi then go at it again. The two then perform several mudras while chanting to produce Suiton Suiryuudan no Jutsu (Water Element: Water Dragon Bullet) and the two water dragons go after each other. Kakashi was able to copy Momochi perfectly. Momochi gets a weird feeling about the situation and can’t understand how Kakashi replicated the technique at the same time as he did. He then realizes that Kakashi is mirroring him. Kakashi then enters his mind and finishes his thoughts, thus confusing Momochi further. Kakashi performs Suiton Daubakufu no Jutsu (Water Element: Grand Waterfall), completing the technique Momochi was trying to get off, but didn’t, and a great flood hits Momochi followed by several shuriken.

Momochi asks how Kakashi can see the future. He answers that he’s going to die. Suddenly two shurikan fly at the Jounin from a strange faceless man standing on a tree branch above. Kakashi goes down to investigate and proclaims Zabuza dead. The tree man thanks them, claiming he had been looking for a chance to kill Zabuza. Kakashi recognizes his mask as belonging to the hunter-nin from the Hidden Village of the Mist. Hunter-nins are those who assassinate exiled ninja who turn on their village.

Naruto is really upset that the hunter-nin killed a man. He was so strong, but killed so easily by a kid like him. He can’t understand how that is. Kakashi tries to comfort Naruto as he deals with his. The hunter-nin picks up Zabuza’s corpse and takes it away in a gust of wind.

As they walk away, Kakashi falls forward, unconscious…