Hey, look what I finally got posted. Yeah, I know it's been forever and I'm sorry. This will probably be slow updating only because I'm trying to keep this one more in character than my last one. This one actually has two endings to it. You'll see what I mean when it comes. It might not take to long for the next chapter to be posted since it's already halfway done, but after that it'll probably be pretty spread out. This one's a little sadder than the last one too, just warning you.

I've also learned that I write better in third person, so this is in third and not first like the last one. Oh, and to those of you who haven't read my other fics, I know Katerina isn't Japanese, but it's the name I came up with for my Itachi oc when I was 13 and it stuck so I'm not changing it. If you have a problem don't read the fic.

I don't own Naruto.

Enjoy.

Itachi Uchiha was a broken man. His emotionless façade and intimidating demeanor were enough to hide what he was truly feeling inside, but inside he was cracking. For every day since the massacre, his defensive wall to his heart cracked a little more.

It was because of everyone he had killed, but most of all, it was because of her. She was the only one who was ever able to grow so close to him, to see the real him. He had loved her, and that had been the death of him.

He had killed her that night; he remembered as she lay dying in a pool of her own blood, she begged him not to finish her, to let her spend her last moments with him. It was with a shock of pain and guilt that he realized no matter what he did, she would always love him.

He remember their life together, their first meeting, what family she was from, how her brother didn't trust him, their first kiss, how they had to sneak around for fear his father discovered their secret. He remembered it all so clearly, and it killed him.

She had been from a poor family, one of the lowest class families in the entire clan. He had met her by pure chance. He had been returning from the academy when he was suddenly run into. Though he had managed to stay on his feet the person who had run into him wasn't so lucky. He looked and saw a girl who looked to be around his age struggling to get up before she took off running again. It had been clear she was from one of the lower families. Her clothes were likely hand me downs from a brother since they looked to be for a boy. She had also been slightly underweight; just enough to where some of her bones were more prominent than they should have been.

Curious as to why she had been running he turned and saw several boys who looked older than both of them running after her. He had heard that the members of the lower families were often shunned and bullied, but he was surprised to see how cruel the higher classes could be. He followed after them and found them in an ally. The boys had corned the girl in a dead end. One began to approach her slowly obviously not with good intentions.

Itachi had gotten between them. "Leave her alone." He said.

The boy scowled. "Who do you think you are kid? Step aside." Itachi stayed where he was. The boy glared at him. "Heh, fine, maybe we'll teach you a lesson as well." He said advancing on them again. "What's your name."

"Itachi Uchiha."

The boy froze. "Itachi Uchiha? As in the son of Fugaku Uchiha?" The boy sunk to his knees. "Forgive me, please don't tell your father." He said bowing. He turned to the rest of his group. "Come on let's get out of here." The boys turned and took off.

Once they were gone Itachi turned towards the girl. She shrunk back away from him, and he realized that she was afraid of him. "Are you okay?" He asked her. She didn't answer. "I won't hurt you."

"Y-yeah," She said. "I'm fine."

He walked up to her. "I'm Itachi." He said.

"I'm Katerina." She replied.

"Why were they chasing you?" He asked her.

"They chase me every day when I'm coming home from work. They usually try to take the money I've earned for the day, but lately they've just been beating me." She admitted. "I need the money to help my family, so I could usually hold them off until my brother came looking for me, but their numbers keep growing."

"When do you start coming home from working?" He asked.

"Around three."

"That's around the time I start home from the academy. If you want I can walk you home so they leave you alone."

Her face lit up. "Would you really do that?"

He nodded. "I hate violence of any sort, especially when I can prevent it."

She smiled. "Thank you Itachi. I actually work just a block from the academy at the market." She said.

"I can meet you there then."

"Katerina!" They heard another voice say suddenly.

"I'm down here Kanashimi!" She yelled back. A boy who looked to be fourteen came down the alley.

"Are you okay?" He asked eyeing Itachi suspiciously.

"I'm fine, those boys were after me again, but Itachi stopped them." She said smiling.

He looked surprised. "You're Fugaku's son Itachi?" He asked. Itachi nodded. "You should head home. If your father finds you associating with us it won't be good."

"Kanashimi what…"

"Don't start Kat." He said. She fell silent.

"If you wish me to go I will." Itachi said. He turned to Katerina. "Goodbye Katerina."

"Bye Itachi." She said quietly as he left.

Once he was gone Katerina turned to Kanashimi. "Why did you do that? He saved me Kanashimi."

"I don't trust anyone from the higher class families, not even the children."

"He seemed nice though."

"Kat stay away from him."

She looked up at her brother with an angry expression. "No." She said and he looked at her surprised. "I always listen to you, but this time I'm listening to myself. I have never found anyone who was nice to me and he was. I'm not pushing him away."

"Kat, I'm trying to protect you."

"Well you don't need to. I almost have enough money saved so I can start the academy. A few more months and I can start next year. Then I can earn even more money once I graduate so you, mom, and dad won't have to work so hard. I've been saving a little of the money I make since I began working so I could join the academy. I'm going to start a year later then most but I'll still be a ninja. Then you won't have to protect me all the time. I could take care of myself."

Kanashimi sighed. "You're getting older Kat, but you're still naïve. He may not now but I have a gut feeling he'll hurt you in the end. And my gut's usually right."

"You always tell me to trust my gut, and my gut's telling me not to push him away. I want a friend Kanashimi. Let me at least have a chance at one."

"I'll trust you Katerina, but I'm keeping an eye on him."

She smiled. "Thank you Kanashimi."

Itachi too was confused by Kanashimi's reaction. He knew his father didn't particularly like the lower class families, but he wouldn't harm them because Itachi was talking to them. Nor would he do anything to Itachi for it.

However he assumed it was because of the fact that he was from the top family that Katerina's brother hadn't wanted her talking to him. She was bullied by higher ups that much he knew. He supposed he would just have to prove to her brother that he wasn't out to use Katerina.

"Itachi dinner's ready." He heard his mother call to him. When he went out to eat he saw that his father wasn't present. 'He must be on another mission.' Itachi thought.

"Mother, have you ever been in a position where you weren't sure what to do?" He asked.

Mikoto looked at her eldest son. "Yes," She said. "Many times."

"Was it one where you knew if you did what you believed was right you could end up in trouble?"

"What's this about Itachi?"

"I ran into one of the lower class families today. I stopped some older boys from harming a girl my age. Her brother didn't trust me, and I know father would be mad, but I want to help her. I don't care what family she's from, she doesn't deserve that."

"Itachi, you're a smart young man. I think you already know what to do."

Itachi knew his mother was right. He smiled slightly. He'd do what he believed was right, and deal with the consequences later.

The next day after his day at the academy Itachi headed over to where Katerina had said she worked. She was waving to a kind looking older woman. "Thank you Katerina, will you be back tomorrow?"

"Of course Kana-san, see you tomorrow."

"Goodbye Katerina."

Katerina's eyes widened when she turned and saw Itachi standing there. "You actually came." She said shocked.

"I said I would, didn't I?" He replied.

"Yes, but after my brother…"

"I don't care what other people say, no matter what family they're from. I want to help you Katerina, I…want to be your friend."

She looked away from him. "You don't know what you're asking Itachi, what people will think. Trust me; you won't want me as a friend. No one wants me for a friend."

"But I do want you as a friend. You didn't treat me differently because of what family I was from, and I won't treat you different because of yours. Please Katerina, let's at least try."

Katerina sighed. "I want to be your friend too Itachi, I just needed to make sure this wasn't a sick joke."

"Why would I be joking?"

"It wouldn't be the first time it had happened to me."

"That's…terrible."

"I'm used to it by now." She said. "Come on, my parents will worry if I'm late and Kanashimi left for a mission this morning so he wouldn't be able to come get me."

"Your brother's a ninja?" Itachi asked as they began walking.

"Yeah, he and my parents are all ninja. I'm saving money now so I can start the academy next year."

"So you have to save your own money."

She nodded. The approached a small white house. It wasn't so small it would be cramped though. "This is where I live. Thank you Itachi."

"No problem, same time tomorrow?" He asked.

She smiled. "Yeah," She said. "Same time."

She watched her new friend walk off before she shut the door, not knowing the tragic ending that this relationship would form.

Alright there it is. I hope you all like this one as much as the first.

Leave a review and let me know what you think.

See ya.