Pakkun senses a battle up ahead and decides to take an alternative route to avoid the combat area. Meanwhile, Gaara awakens, anticipating Sasuke isn't far behind.
Yes, Shino fans will be happy to know that the boy actually gets more than 2 seconds in the limelight in this episode as he and Kankuro start their battle. Kankuro uses his puppet control technique to attack Shino with his marionette, which is even more freaky deadly with its poisonous blades. Shino dodges easily.
Gaara freaks out when he sees Sasuke and starts ranting about how Sasuke has friends and goals. He will take pleasure in killing Sasuke - so he can be known as the one who erased Sasuke's existence. Sasuke flashes back to his Chuunin session with Kakashi when Gaara randomly showed up. Gaara knew how to get to the heart of Sasuke's insecurities. He asked him why he sought power. That they had the same eyes - eyes that seek power and are filled with hate and murderous intent. Gaara senses that Sasuke is very similar to him. Back in the present, Gaara screams out in pain, and Shukaku begins his transformation.
Meanwhile, Shino is holding his own with Kankuro, who is weak when it comes to close range attacks. He also must control his puppet, Karasu, which requires focus. Shino creates a clone of himself and uses his bugs as a decoy to move in closer. Sensing an opening, Kankuro uses poisonous gas and hides amidst the foliage.
Back at the Orochimaru/Sarutobi battle, Enma cheers Sarutobi on. If he gives up now, the village will perish. He must persevere.
Meanwhile, Gaara's arm completely transforms and he swings wildly, wiping out several trees in the process, but missing Sasuke.
Shino sets a trap for Kankuro. As Karasu gets closer, Shino uses his bugs to block the puppet's joints, immobilizing it. The bugs then move along the chakra lines and eat their way to Kankuro. He drops, covered in chakra eating bugs and the battle is over. Unfortunately, Shino also passes out from the poison, so both boys are out for the count.