Itachi had tossed and turned in the bed most of the night, not only could he not sleep but he was coming closer and closer to pushing his new partner into an all out brawl for waking him up. It was bad enough they had to share a bed. With his hair down, and in nothing but his black sleeping pants, eventually he had given up and went to the living room to get some peace to think things over.

Only that plan failed when he saw that Leader-sama was already in there with Konan, discussing business. He had left there and tried the kitchen but was chased out by the angry Jashinist who was getting something cold to drink. Lastly he tried the balcony but the puppet master Sasori had occupied it with a pair of fresh bodies, keeping his more disturbing work outside so not to foul the odors of his and Orochimaru's room.

Getting frustrated now and wondering why the hell everyone was up so damned late, he stormed out to the docks to where he had first spoken with Kisame. Standing with his fists clenched tightly, he bite his teeth together and had to have an outlet right then right there. Gathering up a large breath and a more than necessary amount of chakra he suddenly cast a huge fire ball jutsu out at the water, way past where all of the sharks were circling around the docks.

Not quite satisfied yet he had prepared another breath, however paused when a faint flash of blue caught his eyes. He let the breath out in a silent sigh, and turned his head towards the wooded areas around the base. The light wasn't there anymore, but he still wondered what it was. Someone else was out there for sure. There was no way his mind would play that sort of a trick on him. He turned more fully to face the woods and focused his vision into the darkness.

He heard the footsteps moving through the leaves and relaxed only slightly when he spied the face of the sannin, Orochimaru. His hair was a bit messed, and he looked like he needed a serious round of sleep. Orochimaru had apparently spied him too since he was approaching him, a tiny smile on his face.

Itachi sighed slightly and turned away from him, back towards the water. Not that he was displeased to see him, but he just had too much on his mind. Still he didn't want to come off as rude to the man. Wither the rest of the group remembered to be polite or not Itachi always tried to be somewhat courteous. He watched the steam from the fire ball jutsu, rise up out of the water. Feeling slightly embarrassed for such a thing, he flicked his gaze up at the sky. The moon wasn't present and the stars were being covered by thick clouds. It was then he realized he hadn't said anything to him yet. "I didn't know you were awake too." Why was everyone awake at this hour? Well no sense in getting upset over it. It happened when you shared a space with eight other people

Orochimaru chuckled a bit at him, letting his arms drape loosely by his sides. "Oh, Itachi-san, I try hard not to waste precious hours with silly things like sleep...But what are you doing up? Someone so fond of sleeping? Practicing you're fire techniques I see? Will shark steak be on the menu soon?...I don't think your partner will like that much." He gave a soft chuckle as he moved to stand beside him, looking out over the water too. "Shame there are no stars. the water is calm tonight."

He lowered his head a bit, and let his bangs fall in front of his face, to hide his eyes. The particular amount of pain in his chest was just so heavy that night. He had bottled everything up for just so long and everyday it ate away at him. He had nobody to talk to about it, nothing to let it out with, and casting out justus at an ocean was only making him feel like a child throwing a tantrum, which only made his mood worse.

It wasn't like he could talk to anybody there about it, these people could give a rats ass less about each other and each others problems. They had no morals and...okay...now he was just being hateful. It wasn't anybody else's fault here what was going on inside of him and he had no right to take it out on them, even mentally. He listened to the sannin's musings. In a softer voice than before, he sighed with a slow nod of his head. "It is."

He enjoyed looking up at the stars on clear nights even if the moon happened to not be out.

Orochimaru turned back to him now, his eyes seeming curious about him. He stood casually, with his head somewhat tilted. "You look like you're somewhere else tonight, Itachi-san...Where is your mind wandering to? Here or there? Past or future?"

He shook his head a bit, mostly just not wanting to be ridiculed for it. Aside from a few conversations about this and that in the past Itachi hadn't really spoken to Orochimaru about such a personal matter. Hell he hadn't told anybody about that night. About the weeks that had lead up to it, his father's disappointment in his attitude, nothing.

"I..." He hesitated a moment, not quite sure how to word this but decided it was probably best to not even attempt it. Besides he was probably just being observant rather than actually concerned. "It's nothing." However after he said it, the sannin didn't quite act like he was buying it.

Orochimaru's lips turned to a soft smirk, as his eyes fell half closed. "For the maturity you show for your age, you're still just a fledgling. Listen to you, trying to brush off some horrific internal conflict that you think must be stupid to everyone else. Everyone goes through that phase, though I think you have a bit more of a reason to...regardless, you need someone to talk to about it...so, insert deflection to question here, insert gentle push from older wiser friend there...what's the story?"

Itachi would have smiled had it been any other day at the comments, however even thinking about spilling everything was just painful He lowered his head a bit more before sighing heavily and sitting down on his knees. "I was...I was just asked to become a spy for the village...but then...when I heard the others talking...that they were planning to try to overthrow the village, to take back their power. It...it was pointless, there was no reason for it. I spied on them for a while and I tried to speak out to them, I tired to talk them out of it, to tell them that they were wrong. They wouldn't listen to me...I was still just a kid to them with no understanding of what this could bring to them."

He paused a moment, to keep his emotions under control. He glanced over at the sannin. The golden orbs were fixed on him. He was listening to him, but his mind seemed to be working. He wondered just what it was he was thinking about. The man's mind was always at work, so it was hard to say. Then again he was from the leaf as well, judging by how his face was fixed, perhaps he was thinking on his own time back at his home? He would probably never know.

Once Itachi was able to pull in another painful breath he continued on. "All I knew was it was calling upon another shinobi world war. So I went and told the third hokage...he tried to reason with them. Tried to push the idea out of their heads but they just were too stubborn...then Danzo." He glared hatefully at them mention of the name. Honestly he wasn't even meaning to spill everything so fast but the more he spoke the faster it came out, along with the volume of his voice dropping more and more.

"Danzo kept finding me...telling me to choose between my family and my brother. Sasuke...he actually used Sasuke against me as loyal as I had been to him without question. It was as if everything I did meant absolutely nothing to him. Sasuke was my whole world...I loved him more than anything and he knew it...I was stupid for ever letting him know that...ever!" The tears began to well up to the brim of his eyes, threatening to spill over at anytime as his shoulder tensed.

Orochimaru sighed as if in disbelief. No...more so as if he had heard it all before. Like it was just no surprise to him. "Nothing you do for anyone matters to the Leaf or any other village...Shinobi are only pawns played with in the hands of kings that have long since forgotten the dangers of war and the sufferings of those who remain alive to pick up the pieces. You could have sold your soul to them...and most do...and they would still demand more of you."

Itachi opened his eyes, the tears finally spilling from them in thick streaks. "I would have...I would have given them anything they asked for had they just...there had to have been another way." He dropped his head further down, his hair brushing against the wood of the dock. His entire person seeming to try to disappear as the tears shamefully fell.

Orochimaru shook his head as he took a slow step forward and placed a hand on his shoulder. "There was...It was moronic to a laughable degree to wipe out an entire clan. It was nothing but raw sadism to make a member of that clan do the dirty work...And yet I bet the Third didn't even bat an eye at the thought...Of course he would say they tried to find peace...they have to make it look nice. God forbid the nice little sheep in their pastures saw the shepherds for what they really were...Tell me, Itachi...you were ANBU...did they ever tell you anything about me? Why I left?"

Shaking his head, Itachi tried to wipe his eyes with the back of his hand, hating being seen in such a fashion. It was horribly out of character for him and it made him feel weak. However now that he started it was just hard to stop. "They...they only ever said you left because the third had caught you doing your experiments. Some said you left on your own, others said the third banished you...it was never clear and eventually people were ordered to stop talking about it."

He nodded once, seeming as if once again, he expected that response. "That figures, they would rather ignore the problem altogether than face their mistakes...'Mother is the name for God in the lips and hearts of little children.' Tell me, Itachi...what is a man to do when their god dies? When their faith dies with their patron deity? Would they not come to hate the people that would slay such a holy effige?"

He nodded his head, his eyes falling back shut as he tried futility to stop the tears. God how humiliating to be seen in such a pitiful fashion. "Yes...they would." As terrible as it was it would be all they could do. To have every ounce of your faith completely taken away by another...what else would their be aside from simply forgiving and forgetting.

However upon thinking over what he said once more, something suddenly clicked. 'Mother is the name for god.' Suddenly everything made sense, that is if he had been thinking it over right. After his parents; his mother in particular it sounded like, died...that's where the hatred began? He looked over to him with now curious eyes, wanting him to go on. Was he really going to tell him what happened in his life?

Orochimaru seemed to take the cue, and continued on in his explanation. "And if you could find a way to bring your god back to life, to see their face and know that they have returned, bringing the light back to your life, would you not do everything in your power to achieve that? Even going so far as to do things most on the outside looking in would consider evil?"

The hand on Itachi's shoulder moved, curling around the other man more fully, and drawing him closer, comforting him. Turning more so to face him, Itachi rested his head on his shoulder, placing his face more so against his chest as his tears spilled even more. It made sense...this was the reason he had left the village...this was why he was doing everything he had been accused of? It was a very sad thing but he couldn't say he really blamed him. His shoulders shook a bit as he continued to silently shed the tears onto what he had since considered his only friend in akatsuki. The one everyone had warned him to stay away from, he would be dollars to doughnuts now that none of them had bothered to stop and question him.

"I can see why someone would...it sounds like a terrible burden to bear." Dedicating your entire life just to be able to bring back the one you loved the most. It was something not even he would be able to do, having all of that worry and sense of urgency to want to see them again. The labels branded onto you, the critical stares of all who know you.

Orochimaru nodded a bit. "That goal is why I was denied title of Hokage...denied that which was nearly promised to me by none other than my sensei...and that is why I left. Like you, I am a member of a dead clan...the two generations before me died in the name of the leaf, not directly slaughtered as yours were...but dying in the name of saving the village nonetheless...and how many more will fall for the sake of 'peace?' How many more must be orphaned? But what kills me the most inside...He knew. The Third knew what a suicide mission it was, that it was far more likely that no one would come out of it than even having a single survivor. Even if it went flawlessly, casualties were almost certain. And he still sent my parent's team...away to their deaths...I was almost seven at the time and dearly devoted to my parents, especially my mother...All these years later, and I still cant bring the image of that day to mind. All there is, is darkness and a faint hint of despair, a scratch on the surface...and he knew you, knew your devotion to your clan...but did that stop him from asking you to do something you'd rather die than do?"

He let out a soft sob, shaking his head as his second hand found its way around his shoulders, holding onto him as if he were a lifeline. What a terrible thing to experience. The man had seen so much, sure he knew he had age and experience on his side but this was just awful. It really was comforting to know that he at least had someone who understood the feeling of betrayal and despair. Only to him it sounded like he blamed the entire village rather than just the people responsible.

His emotions felt like they were on such a fast paced rush, it was like he couldn't gain control over them. Everything just kept running so wild, he knew he would get hysterical if this kept up. Yes he was acting appropriately for his age, but he was not acting appropriately for Itachi Uchiha. Still even he couldn't fight his emotions when they were threatening to spill over like this.

"No...no...he knew I would...he knew I would if they used my brother...to this very day I can't stop seeing it...I can't. I didn't want to, I begged them to try any other way...my friends...my family, my mentors, even my lover...I hate Danzo for this...it's his fault...I'll kill him, I'll kill him..I'll..." He bite his teeth together to shut himself up. Now he was rambling and risking his emotions of really getting out of control. The man had simple offered to hear him out and even shared his past with him, nothing was in the agreement for him to be an emotional bucket for him to dump his problems on.

Orochimaru's eyes fell closed and he sighed softly, running his hand up and down the others back in comfort, easing him a bit. "Danzo, the Third, the Counsel...All of the uppers really had a hand in all of this...Danzo might have seemed like the instigator, but he just handles the dirty work that the hokage doesn't want tainting his name...I used to work with the man before I left. They had wanted me to assist with some of his Root affairs...But...all of them have blood on their hands that no one but it's remaining victims can see. Blood that you and I are aware of...while the people of konoha raise them up like saints. I plan to give them blood that they can see...then maybe they can know the agony that I-that we feel. Steal from them their guidance, their light, their sense of security...take from them what was taken from us."

He listened to him, working furiously to rein his emotions back in. The more he went on the easier it was for him to stop sobbing like a helpless child. When he finished he ran over what he told him two to three times before shaking his head. "I understand the higher ups...it is there fault...but...the people don't deserve the fate we have been put through. It isn't their fault what has been done, and more than half of them aren't even aware of what goes on aside from sudden acts of chaos. They rise up the hokage and council because to them they lead us shinobi and to them he is the protector of the village...People were devastated when you left, the rest of the sannin followed and suddenly vanished. The legends that you three were, died that day. People wondered just what would happen when the strongest of the leaf just disappeared. It took utter silence and more shinobi to begin to patch things up and try to fill their hope again, to ease their minds that the village was just as safe as ever...Sarutobi just didn't want the open discussions of why it happened...just the fact that it happened and it hurt. As for me...I'll gladly take on the amount of blood needed to know my home and what remains of my family is safe. Danzo will pay by my hand, that's all the necessary revenge I'll ever need."

Orochimaru seemed to be in disbelief over this. It didn't surprise Itachi really. After all everyone asked him why he didn't hate the village for what happened. However once again, he blamed only those responsible and didn't believe in revenge.

"Then take your brother, get Danzo's head, and get out...I can take care of the rest...work with me. The Third is as guilty as any of them, and it's him I have a hatred for...Danzo made you kill your family you say...The Third sent my parents to their death and denied me the title I rightly deserved...The technique I had been working on was started by the second...yet when I try to finish it, it's grounds to pass me over...That day, my sensei looked at me like I was a monster...The Third knows what happened to you, and I'm sure he thinks you're an unsung hero...What am I to the man who vicariously slaughtered my parents?...I am the villain."

Itachi knew then what he was trying to do. Attack the village with him? He wouldn't interfere with the mans plans, he believed in his village enough to defend themselves...however he had a pretty strong feeling Sarutobi would meet an unkind fate. Either way he couldn't ask for anything less. That would be like someone asking him to spare Danzo.

Eventually he lifted himself off of his chest and wiped his eyes once more. "Then do what you need to do Orochimaru-san...nothing else could ever be asked of you. The same goes for me. My brother can take care of himself, after all, I made it so that his drive in life would be to come after me. It'll make him stronger in the long run...I have other things that have to be done that don't include the lead right now...it's just been on my mind so clearly these past few weeks."

A sigh was the response he got. Apparently he wasn't too happy that his offer had been declined. It couldn't be helped. The man stood and took a step back to look out at the sky. It was then Itachi noticed some of the clouds clearing, a couple of stars reflected from the lake as shimmery points of light. However Orochimaru began again. Apparently he too had a lot on his mind.

"...My grandfather lost two brothers, a sister, what would have been a niece or nephew, the pregnancy was too soon in to tell which, and his wife not long after my mother was born...He accidentally killed his wife on a spy mission and retired shortly after. Time and time again, the Second bothered him about coming out of retirement. He never remarried, never even dated anyone again, until he died. He became a hoarder not long after mother moved out. He was trying to shield himself in, hiding from the world...I can only assume he died in that mess...My father was raised an orphan in a foster home and never knew his real parents. They...wanted a large family...and had been trying for another just before that mission...I sometimes wonder if I lost a sibling with them..."

Itachi looked back up at him, pushing himself to his feet and looking up at the clearing sky as well. "It sounds like your family was very loving...very close to one another. To loose everyone like that...it's just horrible. You've seen so much death in your life Orochimaru...it's amazing that you've been pressing on like you have been. The drive you have must be incorruptible." He wasn't sure what fueled him more so though. His hatred and lust for revenge, or the drive to want to perfect edo tensi and revive his mother.

"You've pressed on just as I have...but for a more noble reason I'm sure...I go on like this now...because I am terrified. I live because the thought of death is so inconceivably frightening to me that i refuse to die...It's something I can barely even admit to myself. I fill my life with unobtainable goals and desires as an excuse to extend my life, but at the end of the day, I'm just afraid of what will come next...It's terrible being the last of your kind..."

Itachi nodded his head understandingly. "It's true...it's a frightening thing to think about...especially with being the last of your kind but..." He paused a moment and turned to look at him. "You know, perhaps our futures hold something better for us. Perhaps the chance to try again will come and we can save our family names...at least that's what I prefer to hope for. If I am wrong then I can say I gave it my best shot." He had a feeling the bit of optimism wouldn't be very comforting but he couldn't really bring himself to do anything else.

He scoffed. "My clan name is forgotten...I am Orochimaru, the clanless, the heartless, the forsaken by all that knew me then and know me now...You are Itachi Uchiha, and will never be able to outrun your name...we are opposites in that regard...You and your brother might restore the Uchiha name, but it is only my name that people will remember...I am the last of my kind, and I feel that I will be the last in the long run."

Nodding his head, he shifted his weight to one side, pushing a bit of his hair back behind his bare shoulders. "Still perhaps you can hope to be wrong. Surely a time will come when you can restore your clan, you have plenty of time to do so."

He sighed slightly and shook his head. "I'm sorry...for dragging all this to the surface I mean...I'm sure I've probably brought up a past you'd rather forget...but you have my most sincere thanks for hearing me out...I only hope that perhaps it was as comforting for you to confide in me."

The sannin nodded once more, sighing a bit. However the sigh sounded almost...relieved.

"It's the most comforting thing that's happened to me in years to tell my suffering to someone that can understand it...To this day, it consumes me as your past does you. Pain shared is pain divided, and I feel that a weight was taken off of my chest..." He put his arm back around the man, a light smile finding his lips. "I do feel worn out, though...Sasori is working on his newest collectables, if you'd like to join me?"

Itachi would normally decline such an offer, having done so before from the man making passes on him. However tonight was different. They would need to have each other there for the night. That much he was certain of. After throwing all of that in the open, and then to just leave, he wasn't sure it would be the best idea to be alone with his thoughts. "I would tonight actually...I think Kisame is about ready to snap my neck if I wake him again tonight anyway." He stepped closer to him allowing the arm to slid further around him as he snaked his own arm around his waist.