Kyuubi- O///O this is my first time writing a yoai and for it to be a threesome O///O why must i torture myself .

Itachi- ur the one torturing me! this is my first time too

Kyuubi- in a threesome?

Itachi- that and .. O///O

Madara- *wraps arms around itachis waist* this it going to be more fun the i thought

Pein- *smirk*

Kyuubi- i don't own naruto or any of the chara. (if i did it would be nonstop yoai owo), please enjoy *bows*

Itachi- i hate u -.-

Kyuubi- i love u! 333


"Itachi, Pein wants you in his office'" 'Tobi' said in his annoying voice. Itachi silently followed him down the darkened hall into Pein's office. Pein was sitting at his desk that was located at the back of the large dark room, is hands folled infront of him. Itachi gracefully walked past 'Tobi' and up to Pein.

"You needed me Leader-sama," Itachi stated in an emotionless tone. Pein smiled and looked up and that younger man.

Suddenly Itachi was blind folded with his own head band by 'Tobi' from behind. Itachi tried to struggle but 'Tobi' held onto his wrists from behind, preventing him from moving any further.

Pein walked up to him cupping Itachi's chin in his hand and whispered in his ear, "that's right Uchiha, I 'need' you."

"We both do," Madara said while removing his mask.

"Release me!" Itachi yelled, still struggling. Suddenly Madara shoved him against a wall.

"Sorry Itachi-chan, but you're not going anywhere," Madara breath in his ear. He began to kiss up and down Itachi's neck leaving small hickeys. Pein started to kiss him as well, both of their hand wandering under Itachi's shirt and a across his soft pale skin. Itachi let out a small moan giving Pein the perfect opportunity to enter Itachi's mouth. Pein quickly won dominance over Itachi's mouth, exploring every inch of it. Itachi trembled under the two older men's grasp. "Come on Itachi-chan, you can handle more then this," Madara said in a mocking tone.

"I believe we are to much for him," Pein commented. Itachi would love more then anything to be able to use his sharingan on the both of them. Though it would be in vain, either of then could easily over power him.

Soon Itachi was standing, helpless, naked and trembling before the two older men. Madara stood behind him holding Itachi's wrist in one hand and Pein was in front.

"Are you ready Uchiha? Now the fun really starts," Pein said nibbling on Itachi's ear causing him to moan. Itachi's body trembled intensely, as they held him closely between the two of them. Pein started to rub his own member up against Itachi's, the younger male trying his hardest to suppress any more moans. Suddenly Madara stuck two fingers into Itachi's tight ass causing the younger Uchiha to scream in pain.

"Ahhhh... p-please sto-stop," tears fell down Itachi's face as Madara began to stretch him out, soon adding another finger. "please," Itachi begged tears forming in is eyes.

"I think he's read now," Pein said taking a step back licking his lips at the sight of the helpless uke in front of him.

Madara nodded, then without warning entered Itachi, 'cause the younger one to scream at the sudden penetration. Pein kissed him roughly muffling his screams, tears dripping off Itachi's cheeks. Madara continued to penetrate violently into Itachi's tight ass, soon finding his sweet spot, then aiming for it with each hard thrust. Itachi's pain started subsided and his screams of pain were filled with pleasure.

"Pein," Madara said, then giving him a nod. Pein lifted Itachi's legs causing the younger Uchiha's eye to widen and fill with fear.

"AHHHHHHH! SEMPAI!" Itachi screamed as Pein entered him.

"Hmmm, seems that was a little to rough for him," Pein said smirking, aware of the immense pain they where causing the small boy between them.

"Sem-semp-ai.... p-please," Itachi muttered between pants, as the two larger men continuously entered him. "Sempai... I-I'm … I'm cum-Ahhhh," Itachi came, then not long after Madara and Pein did the same filling Itachi with their seed. They both pulled out of him, allowing him to fall to the floor, still crying and shaking. Pein wrapped his cloak around the young Uchiha then picked him up and brought him to his Madara's shared room.

"Well Itachi-chan that wasn't so bad," Pein said gently placing Itachi on the bed, then sat next to him. Madara did the same laying beside Itachi and wrapping his arms around the younger man.

"I do believe we have to do this again," Madara said while calmly stocking Itachis' arm in an effort to calm him. Eventually Itachi stoped crying and fell asleep in the arms of the two older men.


Kyuubi- *hides nosebleed* that wasn't so bad, right Itachi?.... Itachi?

Pein- he's still pasted out

Kyuubi- that's ok ^^ we just have to wait till next time.

Madara- ...?

Kyuubi- *thinks* how about neko Ita with Madara-sama?

Madara- *hugs* i love u

Kyuubi- *evil smile* i know