Orochimaru reveals his purpose to recruit followers to Anku. He taunts her for her interest in his new find, Sasuke, the perfect vessel to be his successor. He warns her that if she interferes in the exam, Leaf Village is finished.
Sakura watches over her teammates as they recover from their injuries. She vows not to fall asleep, but does. Naruto and Sasuke awaken, bringing tears to Sakura’s eyes. Suddenly, Orochimaru shows up, transforming into a snake head and attacks the boys. She awakens, startled from the nightmare.
Sakura hears a rustle from the bushes. It is only a squirrel. She throws a kunai to scare it off, not realizing that the Sound nins watching her placed an explosion tag on it. They decide to move closer.
Meanwhile, Rock Lee scouts out the forest. He spots 20 leaves falling to the ground and daydreams that if he can catch all 20, Sakura will like him. He catches all but one when he sees a squirrel with an explosion tag on him. He rushes to its aid.
Neji, meanwhile has found Team 10 hiding in the bushes. Knowing full well that Neji would never fight weak opponents like them without being challenged, Ino decides to flirt instead. Disgusted, Neji walks away, telling them that taking a scroll from cowards like them would only make him the laughing stock of his village.
The three sound nins ask Sakura to wake Sasuke up. She asks what they want. As the Sound nins get closer, they realize that Sakura threw her kunai to scare the squirrel to protect her trap. They fall into another one, but easily emerge unscathed. Luckily for Sakura, Rock Lee is ready to come to her rescue. He performs Leaf Spinning Wind to knock the sound nins out in mid attack. He then chooses to defend Sakura, vowing to protect her until his death. As Rock Lee realizes he is at a disadvantage against the three Sound nins, he gets serious and decides to use full power.
Meanwhile, Shikamaru and Ino discuss tactics for finding a weaker team. Shikamaru sarcastically suggests that the only team weaker than them is Naruto’s team. Ino immediately comes to the defense of Sasuke. Soon, Choji reports that Sasuke has been knocked out cold and Sakura’s fighting.
When Rock Lee doesn’t meet Neji and Tenten on time, they head out looking for him. They recall their training. Lee was the only one who mastered the task, Lotus. Once he mastered it, Gai-sensei declared it a forbidden jutsu. The technique releases the brain’s limiters on chakra, allowing the muscles to use multiplied super speed taijutsu. It puts an enormous strain on those muscles, and at 100% of full power, the muscles themselves would be destroyed. Normally, humans only use 20% of their potential. Thus, Lee is only allowed to use the technique under one condition - to protect a precious person.
Rock Lee attacks, using his bandages to capture Sound nin Dosu. He does Initial Lotus, to send both he and Dosu crashing to the ground, but Sound nin, Zaku, is able to save Dosu as Lee jumps out of the way. After exerting such energy, Lee’s exhausted body requires him to take defense for a while. Dosu uses the opportunity to use a Sound jutsu to offset Lee’s equilibrium. As Lee comes closer to defeat, Sakura becomes more and more concerned.