Trying to identify people by their faces was kinda like trying to identify chickens by their faces. Impossible. Gai wandered down festival stalls, munching on the candied apple happily as he scanned the crowds for his eternal rival. If he couldn't find Kakashi within the next three hours, he would go and check the Hatake house and drag him out if needed be.

"Hey Gai, I see you aren't off challenging Kakashi to another ridiculous challenge." Cigarette smoke wafted to Gai's nose. Gai turned to watch the hands-in-pocket, slumped back approach of Asuma. He was the only one around their age smoking.

Gai chewed ferociously on his candied apple, trying to clear his mouth to reply as his eyes flickered to the blank-faced girl next to Asuma. Her hair was pinned up and her Yukata erased his normal methods of identifying a person. However, there was a scar on her wrist that curved like a spiral. "Hello Asuma! Kurenai! I hope you are enjoying the festival as much as I am. As for my eternal rival- I haven't seen him yet, but I have no doubt I will find him soon for yet another youthful battle of skill!"

Kurenai laughed softly. "What are you going to challenge him too this time?"

Good question. "I will have to discuss it with Kakashi." It was technically Kakashi's turn to pick anyways. Right now the score was at 13-16, Gai loosing. He needed to turn it around.

"Well then, we're headed out! See you around."

The two walked off into the crowds, feet drifting closer every passing second. Gai turned around and started walking the other direction. A senbon drifted past, waggling slightly as its owner went drifting past with slumped shoulders. Genma, on his way to the goldfish booths, from the way his eyes kept drifting towards them.

Gai passed by without comment, his teammate buried and forgotten.

Ebisu and Shibi walked past, matching sunglasses glinting ominously even in the darkening light. Gai nearly got them mixed up, before remembering that Shibi, as an Aburame, always had the high-collar jacket. Plus Shibi walked stiffly. He wasn't flexible because of his bugs, which gave him the odd, stiff-legged gait that he walked with now.

Spiky hair and two facial scars brought a smile from Gai as he cheerfully greeted Shikaku. Chōza was without a doubt the easiest person to identify in the entire village. Between his red hair and the beefy, large stature Chōza stood out on the best of days.

The two of them soon wandered off among the booths. Chōza already had a bagful of food he was rapidly chewing his way through.

Gai turned his eyes forward.

Minato-sensei always had the smoothest, lightest way of walking. Like his nickname, he moved like a flash of light, or like liquid slowly spreading. Nobody had ever come close to copying his gait- until now. Gai squinted suspiciously at the light-haired man that slipped through the booths with a black cloth tied around his face. But the gait was right.

"Minato-senpai?"

The words slipped out naturally.

The light-haired man flinched, and whirled. "Aaah, Gai, it's you."

"Yep. What are you doing out here Minato-senpai?"

"Haha, Kushina wanted some candy apples so I said I'd get her some. But when I came into the festival all of my bodyguards swarmed me so I thought I'd try sneaking it instead."

He paused, struck by something. Gai grinned at the low mutter of, "Wait, how did Gai of all people identify me?"

"See, I am getting better at identifying people!" Gai gave him a big thumbs up, "Perhaps that is what I will challenge Kakashi too tonight! A challenge of identifying the most people!"

It would certainly be a workout- most of the identifying clothing traits would be wiped away in the excitement for the festival. Gai had refused to abandon his spandex though. It would be utterly unlike him to wear anything else, and the extreme flexibility had already helped him win a few of the prizes.

"Is that so?" Minato glanced around, before his voice lowered, "So how did you- hey!"

Gai was already lost among the crowds, searching for the boy with no-face and silver hair. Kakashi was always easy to spot- slumped back, rolling gait, light feet. And his face was always covered- even though it didn't need to be. Faces were the least identifiable part of any human body.

A glint of silver sent Gai running.

"Eternal rival! There you are at last!"

Kakashi froze for a moment, before slowly turning. There was a girl by his side.

"Ah, who's this?" Her clothing was a simple yukata, and there weren't any facial markings to set apart which clan she was from. No scars either- wasn't she a civilian girl?

"I'm not sure," Kakashi shrugged lazily.

"How very rude. My name is Maito Gai! Who are you miss?"

The girl went bright red, murmuring, "I-It's not important. Please excuse me."

She turned, and ran off through the crowd. Kakashi sighed, and moved a little closer. "For once I'm glad to see you. She was really insistent on seeing my face."

"What do you mean for once?!" Gai discarded the fact that she wanted to see Kakashi's face. It was just a figure of speech or something. "Why are you not always glad to see me?"

Kakashi hummed softly, before glancing at the stick for the candied apple Gai still had clenched in one hand. "Let's go. I suppose you've already scouted out all the food stalls?"

"Just look for Chōza. He always knows where the cheapest and best food is." Gai sniped back, thoroughly out of temper. While it was good that his rival was out and about, it wasn't good that Kakashi wasn't pleased to see him. Fine then. He'd just leave.

"Gai, what did you say your challenge was?"

Gai's cheeks puffed out. This was his rival all right. Always ignoring him with that hip and cool slumped body language. It was too aggravating. "It's your turn to pick!"

"Then eating contest?"

"Ah, that should start in another half-hour up on the stage."

"No stages. If I do something like that then I have to take off my mask."

What did it matter anyways? Nobody's face was really all that different in any noticeable way. But it was hardly the part worth fighting about. "It would have to be at an all-you-can-eat stall."

Kakashi nodded, drifting away. Gai hesitated for a brief moment- hold onto his anger at being unwanted, or follow after his rival? All his instincts claimed follow his rival of course, but a festival as big and beautiful as this didn't come around often. He didn't want the memories to be ruined by fighting. It was a festival celebrating the end of the war- better to keep good memories on such a beautiful night.

"Gai, are you forfeiting?"

Gai frowned, mind made up by the simple challenge thrust at him by Kakashi. "Of course not! I will defeat you in this eating contest or do-"

"Mmm, I get to pick the prize this time, right?" Kakashi casually interrupted. Gai blinked- Kakashi rarely picked the prize. Well, there were rarely prizes in the first place- Gai would do his own self-imposed punishment, but there wasn't ever any prizes.

"A… Prize? Very well then Kakashi! If I loose, then you may pick out what I have to do next!"

The slumped shoulders straightened ever so slightly, lightly enough that Gai wondered if he had imagined it. But Kakashi waited until Gai had caught up and was walking alongside him, talking about how he had helped set up a lot of the booths. Kakashi was only half-listening, but that's all he ever listened to anything. The other half was constantly scanning surroundings and looking for threats.

The crowd swerved to avoid them. Blank faces marched past, some partially obscured by masks.

Gai wandered closer to the booths selling masks. Kakashi struck like lighting- he picked up a wolf mask and set a few coins on the countertop before securing it to his head. Gai linked his arms behind his head, continuing on with his rant.

The booth they found was small and out of the way. The elderly civilian smiled as he spotted them, "Welcome! What will it be?"

Gai's mouth opened- "How about the spiciest item on your menu?"

Gai's head whipped around to Kakashi. Kakashi wasn't looking at him, but his body language was just daring Gai to object. The raised shoulders, clenched fists outlined by fabric- "I'm warning you rival! The level of spiciness I can handle is extremely high!"

Kakashi didn't say anything. But his shoulders slumped, as if he had dodged some kind of projectile. The old man grinned toothlessly, "Very well then, two Curry of Life coming right up!"

They settled down at the table, Kakashi swirling the curry with his spoon. He was waiting for Gai to look away. Gai obligingly did so, mind idly shrugging over his rivals odd quirks.

Two plates later, Gai was slowing down as Kakashi smugly started on his fourth. Gai groaned- loss was already in sight. No, he couldn't give up yet! But he was more used to eating continuously through the day during training breaks to give himself fuel instead of a large meal all at once.

Gai gulped down his next bite, taking a brief moment to let his mouth cool. Maybe slow and steady would win this race just like the old tale.

"Oh my, Kakashi? Is that you Kakashi?"

Mmm? Who were these people? Gai took another bite as Kakashi murmured, "Hi."

"Are you free now? C'mon, you should come dance around the bonfire with us!" The small group of about five girls looked at Kakashi with shining eyes. "It doesn't look like you're busy with anything-"

"Hey! He's having an eating contest with me!" Gai protested loudly.

"Whaaa- c'mon Kakashi, tell us this isn't true!"

"Mmm, it's true."

"Ahhhh," The girls all heaved a sigh, but one of them unexpectedly went a little stiffer, her shoulders squaring.

She was the one who spoke up, "Then can we wait here until you finish?"

No, no and no. If they stuck around then their eating contest would be ruined! Completely and utterly ruined! "Absolutely not! You guys would just stare and then we could never finish our contest!"

"Sh-Shut up Gai! Nobody was asking you!"

Huh? They knew his name? Wait a minute… Gai squinted at them suspiciously. "Do I know you?"

The second he asked the question, the temperature of the room dropped by five degrees. Gai instantly knew he had asked the wrong question, but they didn't look like ninja's- just like civilians.

"Ahhh, that's Gai for you. He can't even recognize the people he went up against in the Chūnin Exams. C'mon, let's go blow off a little steam." They trooped out, Kakashi giving them a lazy little wave goodbye.

Gai huffily sat down and began shoveling food into his mouth. "How did she expect me to recognize her if she wasn't wearing her normal clothing? Rude."

"Usually you remember people by faces Gai." Kakashi swirled the curried rice with a spoon. Gai blinked and the spoon was empty.

"But everyone's face looks the same." Gai moved his eyes to his curry, letting Kakashi eat in peace. There was a loud clink from the other side of the table.

"Gai. Are you saying that Minato-senpai and Genma have the same face?"

Gai glanced up at the dark, heavy undertone. Kakashi was leaning forward ever so slightly, fingertips pressing against the wood of the table. The sudden intensity displayed his anxiety. "Gai, answer me would you?"

"Yeah. Everyone has the same face." Gai was a little bewildered by this turn of events. "Why do you ask? If it's about my ability to identify others, then I am growing better by the day. One day I will challenge you to a person identifying contest secure in the knowledge that I will win!"

Kakashi snorted indelicately, "I don't think that will happen Gai."

"Why not!? I will never admit defeat in anything! I will simply work harder until I am good at it!"

Kakashi pulled his mask down. Right in front of him. Gai stared stupidly for a few moments. Just like he had suspected, Kakashi had the same face as everyone else. "What do you see?"

"The same face as everyone else. What did you expect? Now are you going to forfeit this contest?"

Kakashi pulled his mask up as a person across the booth half-curiously glanced their way. "No."

They continued eating, pausing every now and then to take a sip of milk to cool their mouths. The final score, Gai was discouraged to note, was 6 to 9. Kakashi won once again. "It seems I have lost then my eternal rival! So then, what is my punishment?"

"You can't talk about today." There was meaning in those words, meaning that Gai knew he didn't quite understand. But Kakashi was staring up at the night sky, squinting slightly to see if there were stars that would outshine then lanterns and lamps.

"Very well then." He trusted Kakashi knew what he was saying. Just- "If you're concerned, I wish you'd tell me straight out."

"Mmm? C'mon Gai. I just saw Minato-senpai."

Kakashi stood and sauntered off. Gai sighed as he got to his feet, nearly doubling over as the food uneasily rolled in his stomach. Kakashi circled back, an amused lit to his feet.

"Eat too much?"

"Perhaps. You shouldn't keep the ladies waiting for a dance though." Maybe if he sat down and thought about it long enough, he could figure out why Kakashi was worried. It wasn't like his stomach was going to let him walk. It was probably a good thing Kakashi had jumped in before he set how many laps he would do, otherwise he'd be hurling in a corner.

"I don't really want to dance anyways."

Kakashi settled down next to him. Gai watched the crowds swirl past, some adjusting their masks as they chattered to each other. Blank faces, trying to stand out a little more with masks.

a/n: Headcannon that Gai has Apperceptive Prosopagnosia. Basically, the inability to recognize faces leaving people to pick up on clothing/hair/speech traits instead. As a taijutsu master, he's probably more aware then most of the way people walk and their body actions. If the other shinobi know, then they might get him kicked out, so Kakashi's a bro and tells him to cover it up.