The battle we’ve all been waiting for - the Third vs. Orochimaru, the First and the Second - finally begins, and my god is it beautiful! The artists seemed to go all Princess Mononoke, so this episode has this overarching darkness unlike any other Naruto. It’s episodes like this that really makes Naruto worth watching!
Temari checks the ground and determines that Sasuke's not far behind. To buy some time, she'll set a few traps. Sasuke advances stealthfully until he inadvertently sets one off and it explodes nearby.
Meanwhile, Orochimaru prepares the First and Second to attack Sarutobi. Edo Tensei requires a live human sacrifice to tie the dead souls to this world. The bodies of the First and Second are formed from the sacrificed bodies' souls. Orochimaru must then kill off their personalities by embedding tags into each of their heads. Once finished, the two standing before him are no longer the First and Second Sarutobi knew, but Orochimaru's lethal puppets who can only do his bidding.
The battle begins when the First and Second each take a side of Sarutobi. The First attacks first, with the Second following up. Sarutobi defends and then attacks with Katon, Karyuu Endan! (Fire Dragon Flame Missile). A flame shoots from his mouth. The Second, skillful with Water, counters with Suiton, Suijinheki! (Water Element, Water Wall). He then attacks with Suiton, Suishouha! (Water Element, Water Wave) to send a large wall of water at Sarutobi. The Third counters with earth shield, Doton, Doryuuheki! (Earth Element, Earth Wall), just in time to avoid the flood waters, but the First follows up with a few attacks of his own.
The Second's not finished yet and uses a water technique to pull Sarutobi underneath the surface, but again, he is able to counter. The First uses the opportunity to summon his secret technique, Mokuton Hijutsu Jakai Koutan (Secret Tree Element Technique, Birth of the Trees). A large tree emerges from the First's chakra and captures Sarutobi in its branches.
Struggling to move, Sarutobi musters up enough room to summon Monkey God King Enma, who is quite amused to find Sarutobi in such a mess. He then chides Sarutobi for not killing Orochimaru when he had the chance so many years ago.
Sarutobi commands Enma to change into the Kongou Nyoi! (Free Forming Diamond Pole) as the First and Second race to stop him. Sarutobi manages to free himself and with the pole, faces Orochimaru.
Not wanting to be outdone, Orochimaru opens his mouth and spits up the sword of Kusanagi, a powerful sword that can cut through just about anything. The two go at it for a bit, while the First and Second make a secondary assault, distracting Sarutobi and giving Orochimaru the opportunity to knock the Third back.
Orochimaru stands over the Third's body, taunting him. A tear forms in Sarutobi's eye. But the Third won't give up just yet. Enma grabs Orochimaru's neck while Sarutobi is able to attach explosion tags onto the First and Second, blowing off several of their limbs. Unfortunately, that doesn't stop them too long, as their limbs reform quickly.
Orochimaru then reveals the secret he's been working on since his youth. He's learned the forbidden technique to transfer bodies. He then pulls off his old face, revealing a particularly freaky young, boyish face.
Back in the forest, Sasuke catches up to the sand siblings.