Having recognised that Tsunade's healing technique was filled with killing intent, due to being a medical-nin himself, Kabuto realised that she had no intention of helping Orochimaru. As Orochimaru asked Tsunade why she would betray him, Tsunade replies that though she would have given anything to see her loved ones again, she couldn't bring herself to heal Orochimaru as he would only destroy Konoha, the village both her brother and lover died to protect, and was enlightened by Naruto. With Tsunade being the only person who can heal Orochimaru, they decide to take her by force, and Kabuto and Tsunade begin to fight. Although Tsunade has far more battle experience than Kabuto, he is able to hold his own against her, even managing to get in a few debilitating attacks. She eventually gains the upper hand, but her Body Pathway Derangement technique is quickly overcome by Kabuto's knowledge of the human body. As Kabuto charges at her and prepares to put Tsunade out of commission, Naruto, Jiraiya, and Tsunade's assistant, Shizune, arrive to help.