Disclaimer: I don't own Naruto, but Naruto owns you. And so does Jojo, the monkey.

A/N: Well, I thank everyone for the reviews. I didn't think that people would be interested in my story. Seeing as how I was proved wrong, I'll see this thing through to the end. Anyway, several people wanted to know where Kakashi is. Kakashi is too awesome to be taken out of this fanfic, but he will not show up for several chapters. He is cool, but isn't a major character yet.

Anyway on with chapter 2. Where the team learns that kicking ass is best done in a group and Will decides his team needs a talk...about being ninja.

Training Field, two hours into the... BELL TEST!

Will stalked around the forest, searching for the three genin. While his back was turned, Hinata and the Nara had freed Naruto and hid in the surrounding foliage.

He listened a little to the sounds in the area, trying to pick up his student's movements while searching everywhere with his sharp eyes. He didn't want to use his Byakugan for this would help him find out his student's stealth skills. And he was looking with his normal senses since not many shinobi would have something like the Byakugan to use.

Will mused a little bit on Naruto, the only student he'd learned about so far. The Kyuubi vessel was very attention needy and liked flashy moves and loud noises. Will hoped to curb that issue because it wouldn't work for his team's role in combat.

On the other hand, he also knew Naruto was lonely. Any person born without parents was and the shunning he received on a daily basis wasn't good for him either. Will hoped that some solid friends and maybe a good teacher could help solve that issue.

His distant relative (actually a second cousin), Hinata would be a great help in this, mused the jounin. She had a huge crush on Naruto and despite the weirdo comments that he'd dropped about her, Will had a feeling Naruto might like her as well.

Still, this was no time to think about his potential student's love lives. He had some genin to find. Will allowed himself a smile as he leapt towards a clearing.

Some Bushes, far from Will-sensei

The genin in question were hanging in a clump of bushes where they hoped Will wouldn't locate them. Hinata had been trembling the whole time, for she knew Will could find them at any time with his Byakugan.

Naruto was quiet for once, having been whacked over the head by Shikamaru for trying to attack again.

"Why are we hiding again?", asked Naruto for the seventh time.

"We're trying to avoid that jounin until we have a plan of action."

"Let's just jump him, what do you say, Hinata-san?", said Naruto, pounding his hand into his fist for emphasis.

"I th-hink we shoul-ld wait like Shika-shikamaru-san said", stuttered Hinata, as she spoke to her crush. "Plus, Will-sensei is pretty dangerous and he has the Byakugan.", she continued.

"We'll never win by waiting.", stated Naruto sulkily and he folded his arms and turned away.

Shikamaru went over plans in his head. As lazy as he was, a small part of him wanted to become a ninja and Naruto's speech had inspired him, if just a little.

He was now formulating a plan. Earlier, they had agreed that a team effort was the only way to win this crazy test.

Flashback

"We need to work together on this.", said Shikamaru to the other two genin. They had just fled after freeing Naruto while Will's back was turned.

"That's a stupid idea.", said Naruto, "There are only two bells. This is every man for himself."

"Um. Naruto-kun.", spoke up Hinata, her voice a mere whisper.

"What's up?", asked the blonde.

"I think Shikamaru-san has a-a point. May-aybe if we...", she petered off with a blush on her face.

"What should we do?", asked Naruto, scratching his head.

Shikamaru sighed and said lazily, "We need to work together. You know firsthand a genin can't beat a jounin in single-combat."

"I see. I see!", said Naruto excitedly, "Let's get to planning..." The group all began to think of methods to stop Will to steal the bells.

End Flashback

Will walked slowly through the forest and emerged out into another clearing. Never realized how large these training areas were.

The jounin's thoughts were interrupted by the sight of another of his students. Hinata stood in a Jyuuken stance, Byakugan activated, waiting for him in the clearing's center.

Hinata had been waiting for Will to show, but she was extremely scared. Will was another Hyuuga, so he was able to deal with the Jyuuken and she knew he would find her weak. After all, the other Hyuuga did, so why not him?

She looked at the calm jounin, who watched her without any expression and trembled. She could barely keep up a tough front, but Naruto and Shikamaru were counting on her. If Naruto could take him on, then she could as well. Bolstered by this thought, she prepared for battle.

Will had watched his fellow clan member with interest, though he betrayed none. She seemed extremely insecure about her position and then...her stance changed. Looks like she had an epiphany., he thought and activated his own Byakugan.

"Let us see your strength.", said Will and attacked with a quick rush palm.

Hinata barely evaded the attack and then threw a few strikes of her own, which Will dodged with ease. Hinata had very good control and decent speed, but was outclassed by Will's own speed.

Their fight soon devolved into a Jyuuken fight, with palm strikes and finger attacks flying everywhere. Finally, Hinata began her part of the plan. She had manuevered the battle to make Will's back to a cluster of trees and now she stepped up the attack, pushing with all her ability.

Will was surprised by the sudden surge and was forced to retreat towards the tree. He'd fallen back several steps when the jounin realized that this was a trap.

Sure enough, he hit a trip wire and a barrage of kunai flew from two sides at him. Hinata jumped away from the area and into some trees, but Will had no concentration to spare her.

As soon as the kunai shot at him, Will drew a kunai of his own and parried the incoming projectiles that he couldn't dodge. He then leaped clear of the trap and landed in a clearing.

"You'll have to do better than that.", the jounin said to the seemingly empty woodland.

"Sorry, sensei, but you're wrong about that." Naruto's voice echoed from all directions, preventing Willl from finding him by his voice. He created a few Kage Bunshins and used them to hide his presence. Clever or did someone else plan this...?

From his concealed position, Naruto tugged a set of wires and soon, a hail of kunai came flying from all directions. Will had no means to deflect all these kunai, but instead made hand seals.

Earth Element: Blending with the Earth! The jutsu caused Will to sink into the ground like it was water and he emerged from the ground a few feet away.

A rustle in the bushes caught his attention and Naruto and Hinata jumped out, ready for a fight. Hinata seemed to have confidence in herself, something which Will and Naruto noticed. She looks so different from when we were in the academy., thought Naruto as he gauged Will up.

Will was suitably impressed, but very suspicious as Shikamaru was no where to be seen. He was about to activate his Byakugan when Naruto and Hinata struck.

Naruto charged with a quick aerial kick and Hinata opted for a spinning palm strike as they went for his head. Their sensei evaded Naruto's kick with ease and blocked Hinata's attack with one arm.

Hinata was far better at taijutsu than Naruto, so Will dealt with her first. He tried a kick, but he ducked it and shoved both palms at Will's chest. He retreated a step and then lunged, his hand flying past Hinata's guard and impacted with her chest. She went flying backwards and landed hard, even as Naruto made the seals for Kage Bunshin again.

"That won't work.", stated the jounin as Naruto and his six copies surrounded him. Will's Byakugan activated and he was about to attack when he saw another person behind him, making seals.

"Kagemane no Jutsu.", said Shikamaru as his shadow attached to Will and forced him to mimic his movements.

"Nice job, but you can't hold me for more than a few seconds.", said Will. Shikamaru and Naruto smiled and Naruto said, "A few seconds is all I need."

The blonde genin and his copies then all rushed the jounin and tried to steal the bells. Unfortunately, Shikamaru was forced to disengage his jutsu as Naruto grabbed the first bell.

Will destroyed the six copies with ease now that he could move again and was about to attack Naruto when he saw the genin smile.

"What are you smiling about? Your plan didn't really work.", said Will coolly, "I still have a bell..."

He reached down for the bell and then saw it wasn't there. He swiftly pivoted and saw Hinata with the second bell in her hand, looking exhausted, but very happy.

Will looked surprised for a brief moment, before he too started smiling. "Great job guys. You all pass and are now officially genin."

Naruto looked confused. "I thought only two bells meant only two of us passed."

"That was a lie to force a rift on your team. This test was all about teamwork, which you guys seem to excel at.", said Will while shaking his head.

"You all did great, now let's go into the village and get lunch and discuss your duties and missions. I will also critique your personal performance and see what I can do to help you improve.", finished Will as he got up and started off.

The genin followed him towards the village, even though Hinata was nervous. Cri-critique?, she thought worriedly.

Konoha

The newly promoted genin followed Will down the street. Each was lost in their own little world at the moment. Naruto was feeling happy for himself and also for his team. Then his stomach started growling, which caused the rest of the team to turn and stare at him.

Naruto grinned, embarassed, but not really caring. Ramen was the first thing on his mind at the moment. "Hey, sensei, can we go to Ichiraku's for lunch? I'm starvinggggggggggggggg!", whined the young blonde.

Will snorted lightly and Shikamaru muttered "Troublesome" for the fifth time that day. Hinata merely blushed and looked down. "Well, I guess lunch is in order, but we aren't going to Ichiraku's."

"WHAT? WHY, SENSEI?", screamed Naruto in confusion and anger. He would not be denied his precious ramen.

Will merely smiled at Naruto's outrage. "Because, you eat too much ramen. If you ever want to fulfil your dream, you have to have a healthy diet, which also means variety."

"Uwahh?", said Naruto stupidly. He was a bit confused by Will's statement, but the advent of food was more important. "Whatever sensei, I want to EAT!"

"Okay, okay. We'll go to the resturant by the Academy. They have incredible sushi there.", said Will as his eyes lit up at the prospect of sushi. He was a sushi addict and possibly more into it than Naruto and ramen.

The look in their sensei's eyes was a bit scary to behold. Wh-what is he?, thought Naruto, who was thouroughly afraid for his life now. Shikamaru looked suprised, then went back to watching the clouds. This whole thing was troublesome to start with.

Hinata looked really scared. She sported the whole deer-in-the-headlights look due to the effect of Will's white eyes on his facial expression. She withdrew several steps and remained a little ways back from the group for the rest of the walk.

Konoha - Sushigakure Resturant

Will led his team into a small, but pleasant looking building built in traditional Japanese style. The entered the resturant and then passed under a curtain depicting the Kyuubi menacing the village. Will noted that Naruto tensed up very tightly when he saw the picture, and hurried them through into the resturant.

However, Will wasn't the only person to note Naruto's reaction. Shikamaru saw his teamate tense up when he looked at the Kyuubi. Now, the Nara was a genius and he was able to put something together from the scene.

Did Naruto's parents die in the Kyuubi attack? His reaction suggests they must have, but he had to have been told later. Afterall, none of us was old enough at the time to remember it., thought Shikamaru.

He had always seen Naruto as a joker, and nothing more or less than that. But, if this inference was true, then it explained Naruto's behavior. The pranks were all just a mask for his pain.

Faced with this seemingly logical conclusion, Shikamaru had no idea what to do. I think I'll wait and see on this one, but maybe I'll talk to Will-sensei about it..., concluded Shikamaru mentally as a young waitress led the party to a table, which was a low-set kotetsu.

A single lamp was placed in the center of the table, which fluttered slightly as all four seated themselves.

Naruto was looking all around the restaurant in plain excitement, barely able to contain himself in his need for food. "Come let's eat all ready.", he whined.

Will slid onto one of the cushions while answering Naruto, "Be patient. Good things come to those who wait."

What, huh?, thought Naruto confused. Will's little piece of logic had thrown him for a loop and he shut up while he contemplated it. Hinata blushed lightly at her crush's confusion.

She'd remained very quiet all throughout the walk to the restaurant. Hinata's thoughts were confused and now tried to make sense of it all while the four shinobi looked over the menu (Will appeared to be drooling over his).

Hinata was very happy to be a ninja. It meant she might be able to prove herself to her father as well as perhaps obtaining Naruto's attention. She blushed deeply at that thought. Of course that'd never happen, nobody ever saw her though.

The Hyuuga heiress was more concerned with her sensei's promise to critique their performance. She was certain that she was the worst ninja on the team and Will's status as a Main House member of the clan did nothing to make her feel any better. She stared dejectedly at her menu, trying to keep her mind off the subject.

After a short silence and then the ordering of their food, Will carefully cleared his throat to gain the attention of his team.

The other three looked at him, Naruto looking excited, Shikamari just bored, and Hinata staring at her fingers as she pushed them together.

"I must first congratulate you guys on passing the test. You all worked excellently as a team. This is the first skill you need as a ninja.", he said, smiling.

The other genin looked happy, except Hinata. Will continued,"However, do not become overconfident. All three of you have much to work on before our work as a team is finished."

Naruto looked somewhat downcast and Shikamaru muttered an "I knew it."in response.

"Before I get to a general analysis of your abilities, I need to explain what our duties as shinobi entail."

"You mean like guarding feudal lords and defeating criminals? That's what I want to do as a ninja and fulfil my dream to become Hokage!", yelled Naruto loudly.

"Not so loud, moron.", said Shikamaru irately, yanking Naruto down.

"Hey you want to fight or something, lazy?", said Naruto, while rolling up his sleeves.

"That's enough!", said Will, his voice slicing through the tense atmosphere like a knife, "What happened to that teamwork thing, huh?"

They both looked at him silently as Will continued, "We take missions from the village as a team and accomplish them. These can be escort or assassination missions, but you guys aren't ready for that yet."

"Our schedule is very basic. We meet at training field 23 each morning. There we will either train or I will take you to the Hokage tower and we will pick a mission. I expect you all at the field by six AM. Sessions will end when I say and no earlier. Other than that, you'll see how I operate as we work together."

He allowed them a few minutes to digest that information. Hinata looked incredibly nervous now while Naruto and Shikamaru just waited for Will to critique them.

However, the food arrived at that moment and Will attacked his sushi with all the finesse of a rabid. His team watched enraptured at Will consumed the food. Even Hinata came out of her nervous state to stare.

Several seconds later, Will was wiping his mouth off as a plate of consumed sushi lay in front of him. The Hyuuga cleared his throat again and looked at Naruto.

"You are quite the intriguing ninja, Naruto, but the whole idea of taking me head on was pretty... stupid. And your tactics were horrible, and you taijutsu too...", he stated, while Naruto looked more thunderstruck each time Will mentioned a fault.

"Wait a minute. I'm not done.", said Will as Naruto fell off his chair from the weight of his faults. Poor Hinata looked scared out of her mind from the barrage, no doubt thinking what Will might think of her abilities.

"You do have incredible stamina for a genin and having learned Kage Bunshin is no small task for a genin. In addition, your taijutsu does have enormous potential. You are here to learn Naruto, so be patient."

Naruto was about to say something, but thought better of it. He had something to think on and well, that took up most of his concentration.

Will then eyed Shikamaru. "You're very intelligent and you have excellent strategic sense, but the laziness will not cut it as a shinobi. You have the potential to be an excellent squad leader and your ninjutsu abilities are very well developed. Your taijutsu will have to improved though.", he said.

He just summed up my strengths and weaknesses almost to the letter. He's quite more than just a jounin., thought Shikamaru. The intelligent genin knew his own attributes very well despite his lazy attitude.

All through this part, Hinata was extremely worried. So, when Will turned to her, she just about freaked out and in her blind fear, lept onto Naruto.

The two stared at each other, Hinata in an increasing state of panic and Naruto in curiosity. This is kinda of nice..., thought the blonde, then Hinata lept off him with a squeak and settled into her on a chair, a massive blush settling across her face.

Will and Shikamaru exchanged a look then Will smiled at his clan mate. "You aren't as weak as you think you are.", said Will frankly to the tomato red Hyuuga heiress.

She looked at him in curiosity while Will continued, "Your taijutsu could be much better, and more confidence in yourself will help you immensely. Though, this team is perfect for that purpose." As the jounin said that, he looked pointedly at Naruto.

"You also have very good chakra control, speed, and fluidity. Your execution of the Jyuuken style of very graceful, so you need to be proud of yourself.", finished Will with a smile. Hinata looked surprised at this conclusion and sat back with a thoughtful on her face.

Their sensei stood up, leaving money for the check on the table. He then addressed the team. "What I say about you is only a general idea of what you are. We will work one on one and as a team to help you all develop your skills as ninja. With that said, I'll see you all tomorrow at six.

Will then left, leaving his three students to reflect on the day.

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A/N- Well, that's Chapter 2. Sorry for the ridiculously long update. I was moving and high school's been killing my free time like Kakashi in the ANBU. The next chapter will more characters, including a look at Sam and Steve's teams and perhaps an odd cameo or two.

Pairings will most likely be NaruHina at least, but I'm open to suggestions on that. Just don't expect great romance. It's really not my thing, as I'm a guy...

Chapter 3 will be up...soon. It depends on my final schedules and things like that. In the meantime, please click the review button and leave some comments. It had better be nice, or constructive criticism. Flames are idiotic and do nothing of any real significance. Thanks for reading!