Naruto continues his training of the Rasengan, having mastered the stages of spin and power. The final stage proves to be the most difficult: control. Meanwhile, Orochimaru and Kabuto accost Tsunade and ask her to restore Orochimaru's arms. If she restores Orochimaru's arms, he promises to use his Rebirth of the Impure World kinjutsu to revive her lost lover and little brother.

Jiraiya and Naruto catch up to Tsunade, whereupon she learns that Konoha wants her to be the 5th Hokage. She refuses the title, angering Naruto, who mistakes her for being a weakling. Naruto learns first-hand how strong she really is. Naruto decides now is the time to try out the Rasengan, only he hasn't perfected it yet.

Naruto makes a bet with Tsunade, that if he can master the Rasengan in one week, she'll give him a necklace belonging the to the First Hokage. However, Shizune reveals some startling information. Everybody, except for Tsunade, who's worn that necklace has died the next day!

While Naruto continues to try and master the third step, Tsunade continues to think about Orochimaru's offer. Jiraiya tries to convince her by taking her out for a drink, only she slipped a paralyzing potion into his drink while he wasn't looking. Will Tsunade agree to Orochimaru's offer? And will Naruto master the Rasengan before the week is up?

Because Orochimaru lied to her about not attacking Konoha, Tsunade begins her onslaught against him and Kabuto. Kabuto eats a food pill and begins to attack Tsunade with his medical techniques but are they enough to defeat her? Will Jiraiya, Shizune and Naruto show up in time?

With Tsunade still paralized with fear and Naruto being a low level ninja, it is up to Shizune and Jiraiya to defeat Kabuto and Orochimaru. Orochimaru and Kabuto summon two giant snakes while Jiraiya summons Gamakichi, who does nothing. Naruto tries to help Jiraya, but he too only summons a small frog that also does nothing. Orochimaru and Kabuto attack and Shizune is easily defeated. Naruto tries Rasengan but fails. Can he master the technique before Kabuto does anything to Tsunade? How far will he go to master it?

Naruto finally lands a Rasengan into Kabuto's stomach, but not before Kabuto assures Naruto's certain death. Can Tsunade save him and protect him from Orochimaru?

With Tsunade in her current conidtion, and Jiraiya still under the effects of the drug, Tsunade and Jiraiya must work together to defeat Orochimaru. And with all three ninja having summoned their signature beasts, it's sure to be one heck of a battle!