Useless. Completely useless.

Those were my thoughts, as I gazed over the graduated students sitting around me. Most were of civilian descent, and it was obvious in their appearance. They wore standard shinobi gear, the sort that could be bought in any General Goods outlet. Those with clan techniques, such as the Akimichi boy, had specially modified clothing to better fit their styles. His, I knew, could expand to several times their size.

There were a few students who dressed differently than this general schema, Sakura for example. She'd opted for clothes more aesthetic than functional. Same with her hairstyle.

Not that this was an unusual choice for female students. Ino's hairstyle was ridiculously impractical, and stylistic as it was, I suspected she'd regret her choices when she fought a real shinobi. Hinata, that Hyuuga girl in the back, at least had the sense to wear body armor under her choice clothing.

Then, there was Naruto.

Bright, startling orange amidst a crowd of muted browns and greys. I'd often asked him to change his outfit to something less... distracting, but he was adamant about his choice. I supposed I couldn't blame him for not wearing regular clothing. Most places that sold it weren't particularly welcoming to him, although they were happy to service the last Uchiha.

Civilians. The whole lot were downright useless. Even those who chose to enroll in the Shinobi training program rarely graduated above the rank of Chunin. Most Jonin were either from influential clans or families, or had been trained by such. It was all politics; when it came time to form teams, students were quickly sorted around, with the most important placed under those instructors who were the most effective and successful, while those without connections were placed under less illustrious teachers.

In other words, for a civilian the best thing that could happen was to be placed on a team with someone who had actual importance. It was customary for the Hokage to mix in one or two promising students with the Clan born, and I knew from my deal with the Hokage that there'd be one in my squad. Who that civilian would be... I couldn't care less. As long as they didn't get in the way of my actual instruction, I would politely ignore them.

I was roused from my thoughts as I saw Sakura approaching, no doubt to sit next to me. I let her take the seat, and half listened as she began to babble on about hoping to be on the same team, how stressful the exams were, and her excitement at graduating from the academy.

As I listened to her talk, I idly wondered if she truly knew what she was getting into. The Hokage's rousing "Will of Fire" speeches had certainly increased the number of enrolled students, but it was plain that most of these people didn't really understand the job description.

Glorified killers, that was what we were, and I would be the best of them all.

Eventually Sakura stopped abruptly, and looking up, I saw that Iruka had entered the classroom, carrying a stack of papers.

Well then, it was time to see if the Hokage had followed up on his promise.

"Congratulations students! Today, you will be assigned your team and Shinobi Instructor. It is my hope that you, and your fellow team members, will come to grow and bond, as you train to rise through the Shinobi Ranks. There will be many hardships, but as long as you possess the Will of Fire, I am confident you will succeed."

Great, another "Will of Fire" speech, how long do you want to keep these students from the world Iruka? One day, that fragile little bubble you've constructed for them is going to break, and when it does, nothing will protect them from what's really out there.

"The team assignments are as follows. Squad 1, Shinji Yamamoto..."

I tuned out until I saw Iruka glance meaningfully at me. "And Squad 7, under Kakashi Hatake, will be Sasuke Uchiha, Naruto Uzumaki, and Sakura Haruno."

Sakura huh? There were worse choices for a teammate I supposed. So the Third had followed through, Naruto and I would be together. I'd always known my blond-haired friend stood little chance at getting some real Shinobi training, but I'd asked specifically to get him on my team. I knew the Council wouldn't like it, but it did mean that any instructor they'd intended for me, would also be obligated to train Naruto as well.

It wasn't much, but it was all I could do for him really. He deserved better than this village was giving him.

I heard Sakura give a small cry of excitement next to me. Naruto however, was even more enthusiastic, jumping up on his desk and whooping loudly. Meanwhile I stayed silent, a perfect example of composure and respect.

I was an Uchiha after all. I had an image to maintain, not just for myself, but for my clan. For their legacy.

It was around thirty minutes after the other students had left, when Kakashi Hatake arrived to greet us. Although I'd researched most of the Jonin in Konoha, I had never heard about this particular one. That meant that he had either been recently promoted, worked as a covert ANBU, or come out of his retirement.

Glancing I tried, and failed, to judge his age. His hair was a light grey, but with all the odd bloodlines in Konoha, such as Sakura's hair, that was hardly an indicator.

Hell, maybe he bleached it as a kid, and it was damaged. Either way it didn't matter. Without being able to see under his dark grey mask, there was no way to put an age on the guy.

Probably why he was wearing it.

"Hello my young students." He greeted cheerfully, his one visible eye crinkling in what I guessed was a smile. Unsurprisingly, my colleagues were less than amused. Naruto hopped up on his desk, pointing his finger comically at our new Instructor.

"What the hell! We've been waiting here for hours!" He yelled. I refrained from pointing out that it had been less than one. Naruto had a... unique sense of time.

"Now now, there's no need to get riled up." He replied easily. "Meet up on the roof, and we'll begin our introductions." Flashing a quick peace sign, he flickered out of the room, leaving a couple swirls of dust behind in his wake.

He was.. odd. Then again, he had been made my instructor, so he couldn't be that bad, could he?

I got up from my seat, Sakura and Naruto following behind me. When we reached the roof, we found him sitting casually on the edge, reading from a small orange book in his hand.

Wait a minute, was that Make Out Paradise? And it was a limited edition copy too. Still, not the sort of thing you generally read in public. Oblivious to my inner confusion, Kakashi shut his book with a snap, before storing it in his back pocket. He then turned his one visible eye lazily towards us.

"Alright, why don't you all begin by introducing yourselves?"

Sakura, clearly uncomfortable, spoke up first. "Um Sensei, what should we say?"

"Hobbies, dreams, that sort of thing."

Naruto leapt up quickly, putting his hands on his hips in a dramatic pose. "I'm Naruto Uzumaki! My hobbies are reading orange books, showing up late, and being mean to children. My dream is to dye my hair grey, and wear masks all the time!"

Our Sensei merely looked on unmoved, before abruptly crinkling his eye into another smile, and replying, "That's a very good dream Naruto. It's nice to see kids who know what's important in life."

He turned over to me next. "Alright broody, your turn."

In a composed tone, I replied, "My name is Sasuke Uchiha. My hobbies are training, eating, and sleeping. My dream, no my purpose, is to kill a certain man." Despite my efforts, I couldn't quite keep the malice out of my voice for the last part.

"Pinky, you next."

"My name is Sakura Haruno. My hobbies... well." She shot me a glance. "My dream.. for the future..."

No ambition. None at all. I had to grit my teeth to stop from saying something condescending. It was my first day after all, and I wanted to make a good impression on my new Sensei. Besides, Naruto would be disappointed in me, although what he saw in that girl, I didn't know.

Perhaps sensing my growing irritation, Kakashi spoke up. "That's enough. Now, I'm afraid I have some bad news."

He gazed at us each critically, and I could feel the full weight of his aura settle over us. Killing intent was a very interesting skill, one that involved manipulating the way your chakra reacted with another's. In a sense, it was a type of non-invasive genjutsu, and made use of the fact that all humans expelled small amount of chakra, and that chakra was what was used instinctively to read another's emotions.

By specifically releasing agitated or energized Chakra, one could exude a sort of intimidating aura. It took quite a high level of control to pull off effectively, and it said something about our Sensei that he did it without any visible change.

"You may have passed the graduation exam, but that was just to weed out the truly incompetent. If you want to be a team, you have to pass my survival test."

Well, this hadn't been in our agreement. What was the Hokage playing at? It had taken a lot of effort to get here, involving several turned down appeals for an early graduation. Apparently after my brother, the Council decided they weren't taking any chances with young prodigies this time.

Even now, years after that night, my brother was still standing in my way. In any case, nobody told me about a survival test. Ah well, I would just have to play along. If they expected the other students to pass, no doubt it would be within my abilities as well.

Naruto spoke up. "What? I thought you said we were Genin!"

"Well.. you see, that's not entirely accurate. If you fail my test, it'll be back to the academy for you." Gone was the carefree, indifferent expression. In its place, there was the sort of core, steeled resolve you saw in the veterans of the Nine Tails attack.

"My Survival test has a 66% failure rate. If you think you have what it takes to become a Genin of the Leaf Village, then meet me tomorrow at Training Ground Three. 5 in the morning, sharp." He stood up to leave, but turned to gaze at us one last time. "Oh, and you won't want to eat breakfast. You'll probably end up puking."

With that, he flickered away again, leaving just me, Sakura, and Naruto sitting there.

"Let's go Naruto." I said, moving to get up. "No reason we can't get some training in before tomorrow."

"..um.."

It was Sakura, who quite obviously wanted to say something. I turned to face her, maintaining my expressionless mask. "What is it?" I meant to ask at least semi-politely, but it came out just sounding annoyed.

"I was thinking, maybe since we're on a team and all.. we could go train together?" She asked. It was clear that she was afraid I would say no. I opened my mouth to reply that we weren't a team yet, and besides, our training was a personal thing, when he spoke up.

"Yeah sure! That's cool, right Sasuke?"

Damn. Well, I couldn't really say no to Naruto, not when he looked so happy about it. It would be irritating, but I supposed I could put up with her today, at the very least. If we passed the test, we'd be on the same team anyway, so maybe I should get used to having her around.

"Fine, as long as she isn't too distracting."

They both made silent whoops of joy. I merely turned and walked down the stairs, both of them following close behind.

As we made the short walk to Training Ground Three, I listened to Naruto's attempt to get Sakura's attention, through various exceedingly outrageous antics. When that failed to work, he simply started babbling in an ongoing commentary about the places we were passing.

A year ago, this likely would have driven me insane. As it was, I'd grown accustomed to Naruto's brash and outgoing personality. Now, I simply took a sort of comfort in listening to his voice. It was good for him, to have somebody listen to what he had to say.

As for Sakura however, I grew increasingly more annoyed with her reactions to Naruto. Sure, he wasn't the most socially aware, but he was clearly trying to be friendly. Instead, she either ignored or scolded him, probably assuming I was ignoring him as well.

I refrained from saying anything however, as it was clear Naruto really wanted this friendship to happen. Still, I resolved to have a talk with Sakura later about her manners towards my friend.

When we arrived at the training ground, I went through my usual Routine, performing the basic Kata of the Academy Style. As much as I wanted to use my Clan's unique form, it assumed the ability to predict the enemy's movements, and having the speed to counteract them. In other words, it was the very best design you could have for a Sharingan user, but without my clan's ocular prowess, it was merely a collection of counter moves for the most common attack forms, combined with the basic Academy Style.

Nearly all Uchiha took this basic template and refined it into their own unique style. It was a rite of passage of sorts, since no two Sharingans learned things the exact same way. Our family's Bloodline acted more as a translator than a direct copier, working to convert the enemy's forms and movements into what fit one's own body the fastest.

Contrary the popular belief, the Sharingan couldn't copy things perfectly, that would be impossible. No two people had the same Chakra signature, let alone body type, weight, and form. Our power merely tried to accomplish the same end result, and most of the time it worked well. There were only a couple recorded instances of a Sharingan failing to copy a Jutsu formation.

Everything came back to the Sharingan. Ever since that day, I'd been actively looking for a way to awaken it, but like many other Uchiha before me, I didn't find a substitute for a real life situation.

Naruto had certainly tried to help, but I just couldn't believe in his intent to kill. He was too nice, and definitely not the murdering type.

I had always had a small fear that I wouldn't ever awaken my Clan's Bloodline, since it didn't manifest when Itachi... well. I kept telling myself it was because I was young, but as the years had passed, that fear had grown much more real.

Without that power, how could I continue my Clan's legacy? Furthermore, how could I possibly beat my brother without having even the lowest level of the Sharingan?

These thoughts plagued me often, but I tried my best to dismiss them. No, my eyes would awaken. My family had possessed the most direct ancestry to the original Sharingan user, and we were almost expected to manifest ours early.

"I simply have to be patient," I thought to myself, as I finished up the last form of the Academy style. Out of the corner of my eye, I saw Naruto had done the same.

Sakura however, was merely standing there, looking very awkward. Damn, it looked as though I'd have to lead her through everything.

"Why don't you show me your forms." I suggested. She moved quickly to comply, focusing intently on her movements. She had it down pretty well, although it was clear from her posture that she hadn't actually had to defend against many hits. Through countless spars, my arms and legs had developed those muscles needed to block incoming punches and kicks until they were strong and tightly corded, able to work almost entirely on instinct.

The way she was standing, while an Academy Student might have trouble knocking her down, any competent Chunin could probably knock her off her feet, given a clear shot.

I sighed. There wasn't much I could do to prepare her for facing whatever test Kakashi had planned, other than perhaps showing her how to balance her weight properly.

"Stand still." I said, and moved until I was just a few feet away from her. She flushed a little, but said nothing. "Try to block me." I said, giving her a few seconds, then thrust my fist out to catch her in the ribs.

She caught my hand, but was unprepared for the force behind the blow. She stumbled, and I was able to bring my leg around to catch her on the other side. She tried to stop that too, but the impact knocked her even more off balance, and she fell to the ground.

"Again." I said.

She got up, only to be knocked backwards by my kick to her stomach, doubling over in pain.

"Again."

At this point Naruto was looking worried. "Um. Sasuke, maybe you could start off a little softer."

This time when she stood up, she was prepared, both her arms up in a defensive formation. I could see in her expression that she was close to crying, and embarassed at being taken down so easily.

"Are you ready to start taking this seriously?" I asked.

She nodded, and I moved to strike her from the right. She blocked me, and instinctively brought her arm up to protect her other side as well. This left her chest area open. I ducked down, thrusting my other fist into her stomach. This time, she started coughing for air, pained rasps coming from her throat.

"If you can't handle this, then you don't stand a chance against Kakashi." I stated flatly. "I don't know what kind of survival test he has in mind, but if Taijutsu is involved, you should just stay out of the way."

This time she did start crying, although she tried desperately to stifle it. Naruto was giving me a look that clearly said I had gone too far. I hadn't meant to push so hard, but still, she should have been better prepared.

Enemy Shinobi wouldn't be pulling soft hits, and she needed to be able to block them.

Naruto gestured for me to do something, but I held back. Sakura had done nothing to earn my sympathy, and I certainly didn't owe her anything for that abysmal performance. Let him be the one to comfort failures, I didn't have time to waste on people like her, or so I told myself. She probably hadn't trained an hour outside of the Academy, while I'd been working hard since I turned six.

There was no room in the Main Uchiha house for failures. That was what my father had said.

Nevertheless I relented a little. It wouldn't do to ostracize a possible teammate so early, regardless of her failings. "Why don't you show me your accuracy." I suggested. I already knew that she was in the upper portion of the class when it came to target practice, and it would be a way for her to feel at least somewhat competent.

She nodded, wiping away a few stray tears from her eyes. I gestured to one of the standing training dummies Naruto and I had brought here. This training ground hadn't been used formally for a while, so Naruto and I had done our practice here more than a couple times.

Reaching for her back pocket, she brought out a handful of shuriken. Arming them in her fingers, she threw them at the dummy, and they embedded themselves squarely in it's chest, all around the red painted target Naruto had added.

"That's.. Alright." I said. It wouldn't do to give her an inflated opinion of herself, but it honestly wasn't all that bad. She took my words to heart though, and gave me a tentative smile, even through puffy eyes.

It made me feel odd inside, and I reflexively brought my face into a scowl. Seeing my expression, she looked away quickly, suddenly becoming very interested in the ground before her.

Damn, I hadn't handled that well at all. I wasn't expecting it though.

"Nice job Sakura!" Naruto cheered. He came over to face her, wrapping his hands behind his head. Even I smiled a little at his wide grin. "That's way better than I can do, I always throw them too far unless they're Kunai."

It wasn't true. Naruto could hit that target dead on if he tried. While in the beginning he had certainly had some difficulty, now he could hit a moving target with pinpoint accuracy. I didn't comment however, as it was clear he was trying to make her feel better.

"Idiot, of course I could hit it better than you." She replied, but it was obvious she didn't mean it. Perhaps there was some hope for this team after all.

The rest of the afternoon went by without any problems. The run was fairly straightforward, and although Sakura struggled to keep up with Naruto and I, she didn't lag too far behind. When it came time to meditate, she was able to keep quiet, and only fidgeted once or twice throughout the session. Needless to say, it had taken a while before Naruto was able to sit still and focus on simply being.

When he had tried for the first time, after a few minutes he had suddenly flinched, and grown deathly pale. When I had asked him what was wrong, he quickly stammered about not wanting to talk about it, before heading home.

I didn't see him for several days, and when he did finally reappear, he had lost some of his joyous energy. I could tell whatever it was had shaken him, badly, but he had never wanted to discuss it.

I wouldn't pry. I knew what it was like to have secrets. Whatever he had found deep in his mindscape, that was his business, and his alone. I could only show support where I could for him.

It was obvious that meditating was having some effect on his control though. He was still a far cry from being a studious individual, and suffered in a classroom atmosphere, but at least it was not so bad as before. I doubted he would ever be suited for desk work, but now, there was a certain balance in his actions.

After the session, we wrapped up the day's practice, as we all needed to get up early for tomorrow's survival test. Sakura thanked us for letting her come, and went home with a smile on her face. Naruto said he wanted to go grab some food before heading to sleep, and took off for Ichiraku Ramen.

And so, I made my way home alone, watching the sun settle across the horizon.

As I walked, my mind went over all the things that had happened that day, as well as the enigma that was my new Sensei. Kakashi Hatake. He'd certainly seemed odd enough, but his control and posture suggested at least that he was competent.

Plus, if my suspicions were correct, he had been recently retired from the ANBU Black Ops, which meant he was on a level just below the Hokage. Ah well, I'd simply have to wait till tomorrow.

I had taken the long route home, as I wanted to watch the sunset for a little while. The sky was red in the evening light. Suddenly, I felt a flash, and saw the inverted world of Tsukuyomi for a moment, as well as the bloody piles of corpses Itachi had shown me, as he cut down my family one by one.

I flinched and clutched my head immediately, trying to control my rapidly increasing heart rate. The doctors had said I would experience recurrences like this for the rest of my life, but it had been a while since my last one. But no, of course they weren't over. They were never over.

"Itachi." The very name felt like poison in my throat, and I struggled to regain my composure. My dear brother had taken everything from me, and left me a broken individual. Post Traumatic Stress Disorder was what they called it. A variety of medications were tried, but they didn't make any difference.

Closure. They had said I needed to accept the past and move on, but I couldn't. Not while that monster was still out there. No, there was only one way I could ever move past what happened that night.

I would kill him, and avenge my family. It was my purpose.

Shaking off the tremors, I continued down the path to my Apartment. The route I'd taken was fairly isolated, winding through some of the grassy areas inside the Village Walls. I liked the quiet though, it gave me time to think to myself.

As I reached the city edge, I saw a small flicker in the corner of my vision. Turning quickly, I tried to pinpoint where it had been, but there was nothing there.

Brushing it off as nerves, I continued walking, entering the west district of Konoha. It was here that the more prestigious Clans resided, and housed the Uchiha, Hyuuga, and Akimichi Compounds. I wasn't sure why I kept being drawn back to my former home, but I stopped by nearly every night.

The Hokage had offered to let me stay, but I'd turned him down. There were enough flashes even without the constant reminders.

Besides, I wasn't sure I could ever forget what I had seen there. Not enough to sleep well anyway.

Today though, I had graduated, albeit a whole five years later than Itachi had. When it became clear that they weren't going to let me pass early, I took my training into my own hands. Remembering all the exercises my Father had commanded me to perform, I practiced, day after day, until the movements were as natural as walking.

In Taijutsu, I was easily at a Chunin level, and had ended up dominating the class match-ups until Iruka himself needed to spar with me. Eventually, even he I managed to beat, but it was a hollow victory in my eyes. He was a desk worker, and likely hadn't had much Taijutsu practice in the first place.

It wasn't enough. It was never enough. No matter what I did, it was impossible for me to advance at the same rate Itachi had.

The benefit of getting a Sharingan so early was immeasurable. Itachi had practically sprinted up through the ranks, by copying off his peers, his teachers, and even his own family members. By the time he was my age, he had amassed a huge arsenal of skills, and possessed the keen intellect to use it all effectively.

He had stolen from the best, and done it faster and younger than anyone had imagined possible. He excelled in nearly every field, until eventually he begun purposefully transferring around amongst the ranks, in order to copy off of every great Ninja Group in Konoha.

Even then it hadn't been enough, so he started asking for extended missions to other countries. There, he further refined his abilities, copying off of hundreds of enemy shinobi, to the point where he had gained such mastery over his eyes, he could keep them on effectively forever.

When he came home one day, he stated that he would not be leaving long anymore, and that he wished to instead focus on refining his own Taijutsu Style. By that point, he had already achieved the highest level of Sharingan, and thus was rivaled by only a handful of people in the clan.

Father had been so proud. Even Mother and I were happy to have him back, although most of his time was spent in the field, experimenting with various Genjutsu and Styles he'd collected over the course of his progress.

Genjutsu. Ordinarily taking years, possibly decades to learn, through the Sharingan it could be copied instantly. The art of using Chakra to manipulate another's thoughts, senses, and emotions was so difficult, even the three great Sanin, and the Third Hokage, refuted as the God of Shinobi, were limited to the Infinite Darkness Genjutsu, a simple one that worked by blocking optical data to the brain, rather than making any complex manipulations.

Techniques such as this were almost standard among the Shinobi populace, as few had the control or ability to do more than block information to the mind, or temporarily disorient an opponent. Genjutsu Masters were so rare, it was said that only a handful could even live at the same time.

Itachi mastered the craft in three days, and used it to form one of the most advanced Shinobi styles in the world. Incorporating the Great Clone Explosion Jutsu into the mix, a technique he'd collected from Iwagakure, soon there were none, even among the Clan that could stand up against him.

Even against the Third it had been a close match, and the wizened old Shinobi had needed to release his Chakra constantly to keep himself out of the effects of Genjutsu. This had drained him quickly, and only by summoning Genma, had he been able to ultimately triumph over my brother.

He brought pride and glory to the Uchiha, and we loved him for it. So entranced with his abilities, none of us saw what it was doing to him.

I'd always known that he was stressed by it all, by the responsibilities that came with his power. Even then in his young face, lines of weariness were clearly visible, and his eyes, straining day after day to maintain the powers of the Sharingan, were sunken and empty of life. It was painful to see, but he'd always given me that smile, that look that said he was ok, that he could handle the burden.

This was the man I had to face. A man who had in one night effortlessly murdered the entire Uchiha Clan, my family.

"Foolish little brother, you aren't even worth killing." He had said to me, and it was true. I couldn't have held a candle to Itachi, especially not then. It would've been like beating my hands against a concrete wall, for all the good it would have done.

But, for all his prodigious talent, he'd made a mistake. In his arrogance, he had left me alive to seek revenge.

In one night, my brother had managed to destroy anyone who could've developed the strength to kill him. The power of the Sharingan, its ability to increase one's power endlessly, it belonged only to him now.

No, that wasn't true. I was the last hope for revenge, the only one who could stop him. With the power of the Sharingan, I had the tools to gain strength, just as he had, but if I failed...

If I failed, there would be nobody to take my place, nobody to carry in my footsteps.

I was the Last Uchiha.

A/N:

I think it turned out alright for the first chapter. In case you were wondering, no, this is not a bashing fic. I have plans for Sakura in the future. That was to illustrate the kinds of thoughts Sasuke has, and establish the relationships between the members of Team 7. Just because he has certain opinions, that doesn't mean I share them.

This is AU, obviously, but only so I can improve the writing as I see fit, and twist the world to suit my needs. You've probably already noticed that Naruto and he share a different relationship then in Canon, and there is a reason for this, which will be explored later.

Anything post-time skip I may or may not choose to include in the story, which raises an interesting question. Is Itachi a hero, or did he really crack? You don't get to know until we get there. It is my hope that this, and other similar questions, will add some mystery to the fanfiction, something all too many are sorely lacking.

I have the story planned out past the Chunin Exams, and a general idea of how I'm going to write it. That's not to say I won't make changes, if I feel they are necessary, but it should still follow the same general outline I have.

I do welcome suggestions on how I could improve the story, but don't expect me to implement all, if any of them. Anything that gets in the way of my plans for the future will generally not be considered, unless I think they are better than what I had originally.

This is also not a slash fic, and does not have any planned pairings. If two characters do get together, it will be because it is conducive to the story, not because I like any particular matchup, so don't bother suggesting it.

I am looking for a Beta, so if you're interested, feel free to PM me with the details.

-Lord Darkly