Yūkimaru falters and the Three-Tails injures Guren. Rinji tells Yūkimaru to suppress the beast to save her, but he is unable to do so. Guren leaves her position and protects Yūkimaru with a Crystal Style shield. Naruto goes out to find Yūkimaru, but ends up fighting the Three-Tails with Guren. Despite their efforts to defeat it, the beast overpowers the two of them, and then it proceeds to swallow them. Meanwhile, Kakashi, Shino and Sai find Yūkimaru unconcious and flee with him, leaving Kabuto frustrated.

Orochimaru reveals the true, hideous form his body has taken from years of experimenting on his body. Can Sasuke defeat this menacing form, or does Orochimaru still have a few tricks up his sleeves?