A/N: This is an AU fic. Itachi is five years older than Sakura.

This story is just an idea that I had, at first I was thinking of an Itachi/Sakura/Kakashi fanfiction but I realized how it would get very confusing and so I decided to make two stories with the same general beginning. Sakura was orphaned and found by Pein when she was five years old. Growing up with the Akatsuki, Sakura becomes a strong Kunoichi, she's not officially a part of the Akatsuki but she does eventually go on missions and do things for them. Itachi must choose between a life with Sakura or death by Sasuke's hand. :D Please read and review.

You know how you write something and then a month or even years later you read it again and you realize there were a billion and one mistakes? Well it just happened to me so I revised this chapter. Not enough to change anything pertaining to the plot.

It was one of the few times he was alone, Konan had recently come down with something and so she chose to stay behind at one of the many Akatsuki bases. It was the later part of the day, when the sun wasn't as high but it wasn't quite sunset yet. That didn't change the fact that it was very hot due to the summer season. Pein was on his way back from a solo mercenary mission and was taking his time getting back to base, even going so far as to take a main road instead of keeping to the shadows of the forest. He wasn't in any rush as Konan was on her way to recovery and she had a few Jounin as attendants at her beck and call.

About halfway to base, he noticed a plain overturned carriage, only meant for a few people. A dead horse was on its side, killed by a barrage of arrows. A male figure was lying face down in a pool of drying blood, not yet coagulated and a female figure was beside him, one hand on his and the other on the wooden carriage. The female had pink hair. The only reason Pein noticed or even acknowledged this fact was because it was such an unusual hair color.

Ransacked, the carriage was most likely attacked by thieves. As Pein got closer to the carnage he noted that the two dead figures were dressed as civilians. They were no match for a surprise attack from organized thieves who were probably lying in wait.

After about two miles, Pein saw another figure, this time he couldn't tell whether it was female or male but he or she was small, just a child. As he made his way towards the person he noticed pink hair and dirt, grime, and drops of blood on their clothing. Based on the fact that the child wore a red sundress, it was safe to assume it was a girl. Pein paused next to her, and was surprised to find she was still alive. The girl couldn't be more than 6 years old but with his rinnegan he saw that she had a substantial amount of chakra, whether she could use that chakra was another matter. The child was face up, beads of sweat on her face, and she was panting from exhaustion. She also had tear stains down to her cheeks, and marks from where she had wiped them away. Looking at the pink hair Pein immediately connected her to the two dead civilians and the carriage. Sadly, he couldn't help but remember his parents, who were murdered as well. Not exactly in the same circumstances but it was close enough for the haunting memory to rise up to the forefront of his mind. Two Konoha Shinobi broke into his home looking for food; his parents had died trying to protect him.

He was briefly contemplating whether or not to help her when she suddenly turned over, her breathing a little more even and proceeded to crawl away from him. He watched her silently to see how far she would go on crawling. The sun was setting and with it the temperature started dropping, soon it would be nightfall, and the closest town was Konoha, another three miles down the road. Letting her get a head start, Pein silently followed her and again, to his surprise, instead of getting weaker, her chakra actually increased and after a few yards, she got back on shaking legs and began walking, half stumbling.

The only thought passing her mind was about getting away, getting farther, and living on. After fleeing the scene of her parents' murder, she ran towards the direction of Konoha, hoping that she would make it to the Village Hidden in the Leaves before running into anymore thieves or before nightfall. It wasn't long before her short legs started to tire and she was forced to walk. Eventually, even that proved too much of an exertion and she collapsed in the middle of the road due to the heat of the sun. She didn't know how far she had travelled and she contemplated using the trees as a cover in case she did happen to meet someone. However, getting lost in the woods was far more dangerous as she needed to follow the road and she needed the level ground to make the journey easier and faster.

She laid there, barely conscious. But she had no time to rest. With no means to keep warm or start a fire; she couldn't survive a night in the forest. On sheer force of will, she made up her mind to start crawling. Her parents gave up their lives for her; she wouldn't make that sacrifice be in vain. As she went farther, she could feel a rejuvenating energy inside of her that made standing possible again, and not long after that, she noticed a figure standing two feet in front of her. Stopping abruptly, she looked up at him or her, afraid that all of her efforts were for nothing. The figure was too tall and too close for her to see the persons face but she noticed that he or she was wearing a black cloak with red clouds. Stepping back a little, she saw that the person had short orange hair, but the cloak had a high collar that from her vantage point, she couldn't see the persons face.

Slowly, the unknown figure knelt, one knee lower than the other and she saw that it was a male in front of her. The orange haired man had many piercings and odd eyes; they didn't have the whites like normal eyes. All in all, he was quite intimidating and very scary looking but his appearance wasn't what scared the young girl the most. The hitai-ate he wore had four straight vertical lines and one straight horizontal line through all of them. The man before her was a Shinobi and she knew enough to recognize that it wasn't the hitai-ate for Konoha and that he wasn't just any Shinobi but a missing-nin.

"What is your name girl?" His voice came out evenly, with no trace of emotion or sympathy.

It took her a second to process the question through her fear and exhaustion. "H-Haruno Sakura." Her voice cracked from not speaking for hours and from dehydration. Swaying a little on her feet, she bit the inside of her mouth to stay conscious, the energy she once felt disappearing due to the shock, her concentration and determination disrupted.

"How old are you Haruno Sakura?"

"I'm five years old." Wasn't the missing-nin supposed to kill her now or something? It was very odd to be having a conversation with someone who probably had no qualms about killing people.

"Do you have any family?"

"Not anymore." Darkness fell over her face, her green eyes hardened.

"Well then, Sakura, would you like to come with me?"Her eyes widened with shock.

"Who are you missing-nin san?" Sakura knew a few things from this encounter. Her parents and the neighbors used to say that she was intelligent for a child her age, not quite a genius or anything like that but just more observant and analytical than an average five year old should be. She knew that, one; she couldn't go much farther towards Konoha. Two, this person was offering to help her and let her stay with him. Three, he seemed to be levelheaded and polite, not a killing machine like some people said missing-nin were. Four, she really didn't have anyone left. No extended family and even though he was undoubtedly dangerous and always in danger, being a missing-nin also meant that he was strong. He wouldn't die and leave her alone, not without some sort of intense fight, which meant…which meant…

"You may call me Nagato."

"I-I will go with you Nagato-san." …She didn't have to be alone anymore.

Nagato-san wasn't evil like how everyone said missing-nin were. He offered to help her in her time of need. The evil ones were the thieves who stole from her; they stole her goods, food, the lives of her parents, as well as her innocent outlook on life. The evil ones were the ninja of Konoha who needed to be paid in order to have protection during a trip. Nagato and the Akatsuki weren't evil, not to Sakura.

For the next three years, Nagato-san or Pein-sama as she later started calling him became an older brother or even a father figure to Sakura. On his spare time, he would teach her jutsu after jutsu and she would practice all of them until it met his standards. It took a while to get used to becoming a Kunoichi and to get used to the people in the Akatsuki. While most of them were pleasant, there were a few members who Sakura avoided as much as she could. For example, Orochimaru and Kakuzu were very creepy. Sasori warmed up to her eventually, Kisame simply teased her a lot but surprisingly meant well, and Konan became an older sister or mother figure.

Pein noticed her strong points were in chakra control and hand sign, her genjutsu was good as well, mostly due to her intelligence. Under Pein's teachings, at eight years of age, Sakura would have been out of the academy and would have been made a Genin. When he first brought the petite girl to one of the many Akatsuki bases, she was reserved and distant to everyone, even attendants except for Pein. It was odd to have someone depend on him so completely after so long. He watched Konan's back and others looked to him for direction but Sakura was different. He could see how she latched onto him and in turn latched onto his ideals and visions of the future.

Pein even recalled an instance when she was seven years old when she told him that she wanted to see his peaceful world and that she would help him achieve that world. Even though she was strong for her age, she wasn't officially a member of the Akatsuki, she didn't wear the robes nor did she have a ring. Instead, she wore a red, sleeveless qipao dress with black circular designs, black shorts, and sandals. She also had a belt with pouches for her scrolls, kunai, shuriken, and senbon. Letting her hair grow out a little more, Sakura braided her pink locks, letting it fall to the middle of her back. The only thing on her person that would tie her to the Akatsuki was a small, black, round pendant, at its center a red cloud. Konan had presented it to her for her second year with the Akatsuki.

Sakura never went on missions and to be honest, she was tired of waiting for Pein to let her go on one. She was tired of staying in one base after another, practicing day in and day out with a copy of herself or with an Akatsuki member. Sakura knew the difference between their powers but field experience was important as well. She wanted the chance to prove herself and to be of some use to Pein.

So, it wasn't her fault with the restlessness got to her and she snuck out of the compound. She didn't know where she was going but the fresh air and the wind hitting her face as she ran through the forest was something foreign to her. Getting a new idea, Sakura used her chakra control in order to scale a nearby tree and proceeded to leap from branch to branch. It started out slow and she had stumbled quite a bit but her nervousness turned to exhilaration at being in the air.

Soon an hour had passed since she left the compound, her pink braid whipping in the air. Stopping abruptly mid leap, Sakura put her hands on the tree for balance.

Her ears perking, she heard a commotion a mile or so to her right. Masking her chakra, she decided to sneak over and see what was going on, it wasn't that far from the base and it could be something bad so her curiosity got the better of her. Performing the necessary hand signs, Sakura whispered "Meisaigakure no Jutsu" camouflaging herself seamlessly with her surrounding area, she made her way down to the small explosion.

From her vantage point Sakura saw four men fighting against one opponent. The four had Iwagakure hitai-ate while the figure fighting on their own had no hitai-ate, and wore a mask. Judging by the unruly white hair, Sakura guessed it must be a Shinobi and not a Kunoichi. He had a black swirling tattoo on his left arm and also seemed to have a katana sheathed on his back but didn't use it, even with three opponents surrounding him.

She silently watched the fight unfold; the forest wasn't as dense in this area and it seemed as though the lone Shinobi was handling everything just fine. Sakura watched as he fluidly avoided the shuriken hurled his way in midair. One Iwagakure Shinobi was strictly long distance, moving constantly around the surrounding area in order to catch the person off guard.

The other three engaged the Shinobi with taijutsu and ninjutsu. To be perfectly honest, it seemed like a stalemate, shuriken and kunai littered the forest floor while the four figures kept on fighting at close range. They were all highly skilled, probably all Jounin and not only that, the Iwagakure Shinobi had the advantage of numbers. Whenever the white haired Shinobi would get close to taking one down, the others would intervene and drag on the fight. It seemed as though they were all trying to stall for time. The Iwagakure Shinobi were probably waiting for him to make a mistake or run out of chakra but it didn't explain why he was trying to draw out the fight as well.

Eventually Sakura's green eyes were simply watching the white haired male, not focusing on anything else. He moved easily, dodging, flipping, and attacking. Sakura couldn't keep her eyes off of him. At first she assumed he was old, but the agility he possessed proved he couldn't be an old man.

Suddenly, the long distance Shinobi appeared a few trees in front of her. She quickly grabbed a kunai from its pouch, making a show of twirling it and briefly contemplated helping the white haired Shinobi. However, in doing so, it would probably alert the others to her presence. Not only that, but her only purpose was to observe the fight, not pick a side. It was highly unlikely that they knew where the Akatsuki base was, it was simply luck that the Shinobi happened upon the same general area.

Sakura was saved from having to make a decision when a figure with a now familiar tuft of white hair appeared behind the Rock-nin and slit his throat with a kunai. Grabbing the back of his collar, the Shinobi kept the dead body from falling to the forest floor. She hadn't even seen the Shinobi make the necessary hand signs for a shadow clone. He then turned to her and she instinctively took a step back in surprise. He seemed to look straight at her; she stared back at the oddly designed mask and quickly checked to see that she was still completely camouflaged. Sakura hadn't made any noise or movement except for the initial step back so there was no way for him to be looking at her. She watched as he then seemed to look down at the branch she was on. Following his supposed line of sight, Sakura looked at the footprint she had just left behind on the wet moss.

Panicking, Sakura threw the kunai in her hand and started making hand signs. As the mist started reducing visibility, she used that as a distraction and turned, leaping through the forest once more. Her camouflage jutsu gone, she needed to be quick in order to get away. Moving as fast as she could, Sakura forced more chakra into her feet and legs. She was moving so quickly that she felt her brain rattle when she was snatched from the air, her captor leaping in another direction. Looking up at the persons face, Sakura released a breath she didn't realize she held. She was literally hanging on the arm of Pein, his appendage wrapped around her abdomen.

Then, after a teleportation jutsu, Sakura and Pein were in an Akatsuki meeting place. It was a temple of sorts; she'd only been there once, when Pein took her to meet the Akatsuki members. After being set down on her feet, Sakura looked up at Pein, his face betraying no emotion; she looked into his Rinnegan eyes and felt both guilt and inadequacy.

A tense pause passed before she found her words. "I apologize, Pein-sama. I-I snuck out of the compound. Not only that but I put myself in a compromising position…" trailing off, Sakura stiffened, waiting for his response. While she wasn't a hostage, Pein and Konan had both told her multiple times not to leave any Akatsuki base without an Akatsuki member accompanying her.

"Sakura, you mustn't take this too personally. You're just not ready to be out by yourself."

"I understand, Pein-sama." Of course she didn't. She was an eight year old Kunoichi who couldn't participate in any missions. It was frustrating and it made her doubt everything she'd accomplished so far. Seeing an unknown Jounin up close was…terrifying. It made her forget that she was camouflaged and therefore couldn't be seen. She'd acted in a way that was unbecoming of a Kunoichi let alone someone affiliated with the Akatsuki.

After an extended pause, Pein broke the silence. "I have a present for you." Opening the black cloak a little, he reached in to grab a small black book. Sakura's face brightened as she eagerly accepted the present. It was a habit of almost everyone in the Akatsuki to give Sakura something after a long period apart. It was in order to keep her happy and occupied while everyone else went on missions.

"Thank you Nagato-san!" Her green eyes sparkled in excitement. Pein knew how much she liked to study so books and trinkets were what he usually gave her.

"It's a Bingo Book. It details the notable Shinobi and missing-nin, as well as the price of their bounties."

"So the members are in here?" Sakura was torn between excited and worried. The members of the Akatsuki were her only friends and some, she considered her new family. If any of them were to die…

"Our new member should be here soon." His voice snapped her out of her musings as the prospect of a new member eased her worries somewhat. It only meant that the Akatsuki was growing stronger. Pein's attention moved to the open double doors, where the sunlight was shining brightly outside while the inside of the temple was dark from the lack of windows.

Knowing the value of patience was one thing. Being an impatient eight year-old with little to do was another. Sakura plopped down on the wooden flood and sat cross legged, the Bingo Book in her lap. It wasn't very big, a testament to how few ninja were truly considered elite and worth the page. Even if missing-nin were put in the Bingo Book, a weak one would be quickly eliminated and so had no use for a page. Sakura started flipping through it, thinking to read it more thoroughly later.

After reading the information on Kisame, Sasori, Pein, Orochimaru, and Kakuzu, Sakura had a better understanding of the power difference between herself and the Akatsuki. Feeling even more inadequate, she was distracted from her thoughts when a picture drew her eye. The male had white hair, a mask that covered most of his face, as well as a Konoha hitai-ate that covered his left eye. She could only see his right eye, half of his right cheek, as well as the bridge of his nose. The white hair was what drew her attention the most; it was exactly like the hair of the masked Shinobi she had seen earlier.

Hatake Kakashi AKA Copy Ninja Kakashi and Kakashi of the Sharingan

Affiliation: Konohagakure

Ninja Rank: Jounin

Only son of Hatake Sakumo, the "White fang of Konoha". Technique specialist of Konoha, Hatake Kakashi has copied over one thousand jutsu with the use of the Sharingan in his left eye. The sharingan allows him to see through any deception, give hypnotic suggestions, perform genjutsu, and predict his opponent's movements. He has an affinity towards lightning techniques and is able to summon ninken.

Price: 45 million ryo

Stunned by the high price on his head, Sakura wondered just how strong the Shinobi was. The Akatsuki members were worth about the same amount but they were rogue-nin, every village must be at least a little concerned about their motives and want them dead. She was once again snapped out of her thoughts by three poofs as Orochimaru, Kisame, and Sasori appeared next to Pein. Looking up at them from her spot next to Pein, Sakura held back a shiver at seeing Orochimaru. She stood up and squeezed herself in between Kisame and Sasori. Sasori never showed himself while outside of an Akatsuki base and in turn, never used a puppet to pose as himself in an Akatsuki base so it was her first time seeing his puppet armor Hiruko. Looking at the black and red Akatsuki robes, Sakura again felt out of place amongst the renowned and feared ninja.

"Hey, the runt's here."

"Hello kisame-san, Sasori-san! Do you have a present for me as well? Pein-sama got me a Bingo Book!" As if she needed to prove the claim, Sakura proudly held up the black book in front of her with two hands.

Kisame looked down at the adopted pink haired 'runt'. He had to admit, she grew on him. Mainly because she wasn't an annoying little snot and because she didn't seem to be offended or disgusted by the way that he looked. In fact, she didn't seem to care that he resembled a shark and had blue skin. "Well, runt, I have something for you but I didn't think I'd run into you today."

"But-but, Kisame-san, a ninja must be prepared for anything!" She was partly whining and partly teasing Kisame back for calling her a runt. However, she had to admit it was better than being labeled as fish-bait; especially coming from a shark faced ninja.

"Battle, yes. Presents? Not so much." Kisame seemed to enjoy the argument with the little Kunoichi while Sasori calmly took out a miniature puppet of himself from the inside of his cloak; it was complete with red hair and an Akatsuki cloak.

"Thank you Sasori-san! See? He's prepared for anything." Because Hiruko was always hunched over quite a bit, Sakura was able to hug the puppet in place of Sasori while giving Kisame a pointed look. In the meantime, Orochimaru took the vacated spot next to Pein and paid little attention to the trio. Orochmaru and Kakuzu were the only Akatsuki members that didn't talk or approach Sakura and so never got her any presents.

For the next twenty minutes, Pein and Orochimaru stood stoically, waiting for the new member while Sasori started teaching Sakura how to control the puppet using her chakra. Sakura was starting to get the hang of it and soon had the puppet spinning and jumping.

"Our new member has now arrived." Pein said. Sakura immediately stood straighter and looked at the open doors and to the Shinobi now walking into the temple. Sakura looked at his clothes first, since he was looking at the ground and noticed that it was the same outfit that Kakashi wore when he was fighting the Rock-nin. When he looked up at them, Sakura saw the Konoha hitai-ate, already marked with a horizontal scratch. He had a high collar which blocked the bottom half of his face for her but she could see his red eyes.

Next to Pein, Orochimaru's eyes widened when he recognized the Shinobi by the Sharingan "Uchiha Itachi!"

"Yes. Uchiha Itachi has agreed to join Akatsuki. He is to be your partner, Kisame." Sakura wondered if Itachi was a very famous ninja and why Orochimaru seemed so excited.

"Yes, leader."

"Welcome, Itachi, when we get to the base, you will receive your Akatsuki cloak and ring. Come, Sakura." Itachi simply nodded to show his understanding.

"Yes, Pein-sama." Following behind Pein, Sakura rushed to match his long strides. Orochimaru left quickly since there was now no reason to dawdle. Sakura turned around and waved to Kisame and Sasori.

"See you later Kisame-san! Don't forget, a ninja must be prepared for anything! Thank you Sasori-san!" Placing the puppet and Bingo Book in one of her pouches, Sakura turned towards Itachi, who was waiting for Pein to lead the way.

Itachi was surprised to see such a young girl with the Akatsuki. She seemed to be at ease around them and didn't seem to fear them at all. She almost reached his shoulder, making her around Sasuke's height.

Sakura, as Pein called her, was a very fitting name for the girl, not only because of her pink hair but the life that she had. It was actually quite amusing to see her bouncing around next to Pein and looking around the forest constantly. Itachi chose to lag behind and simply observe the two of them. Pein seemed less tense and while he gave no outward emotion towards Sakura, it was apparent to Itachi's observant eyes that he cared for the girl.

After about a mile or so, Sakura purposely started walking slower to match Itachi's stride. Walking beside him, she looked up at the mysterious new member of the Akatsuki. "Um…my name is Sakura. Pleased to meet you Itachi-san." Smiling up at him, Itachi looked down at her in acknowledgement of her greeting.

He waited for any fear or discomfort in her expression but found none. Even with the Sharingan on, the girl didn't show any hostility or distrust towards him which was perplexing.

"How old are you?"

"I'm eight now!" Itachi felt a stab in his heart when he heard that she was the same age as his little brother but he made sure there was no change in his demeanor.

"And you're a Kunoichi?"

"Yup! Pein-sama said that I improved a lot!"

"I see. Which village do you come from Sakura?" He noted that she didn't give a last name, nor did she have a hiai-ate on her person, she hadn't been a Genin yet when she either left or was taken from her village.

"I consider Amegakure my village. Itachi-san, the outfit you're wearing, do all Shinobi from Konoha wear that now?"

"No, only ANBU operatives wear this gear." At her quizzical expression, he decided to elaborate. "It's short for Ansatsu Senjutsu Tokushu Butai."

"How old are you Itachi-san?"

"I'm thirteen."

"That makes you the closest to my age!"

"Hn."

"You're even younger than Kabuto-nii. I think he's fourteen or fifteen now but he's not an Akatsuki member. He helps Sasori-san and is our medic. He's been teaching me the basics of medical jutsu."

"Hn."

"You're gonna like it with the Akatsuki. Everyone is really fun to be around…well, almost everyone. I think Kakuzu-san and Orochimaru-san are kind of scary to be around for long periods of time but otherwise, Sasori-san, Kisame-san, Pein-sama, and Konan-san are very helpful and nice. They give me presents." She looked up at Itachi with a bright smile as Itachi listened to her rambling. "Kisame-san should be a really good partner; he's strong and likes to fight, even though he looks like a giant sardine. But don't tell him I said that, it's payback for calling me a runt. I'm not a runt though, well, compared to him I might be a little small but when I get bigger and stronger I'm going to help Pein-sama and become an Akatsuki member!" When he learned that the little girl wanted to be an Akatsuki member, Itachi wondered just how she came to be with the organization. She was loyal to them and she didn't appear to care that they were made of criminals.

"Sakura. Why are you with the Akatsuki?" Gauging her reaction as well as Pein's, he noticed that Pein stiffened up a little and slowed his speed slightly. Sakura on the other hand had a bigger change in her demeanor. Stopping abruptly, it took her a split second to start walking again.

Looking down this time, she seemed to be thinking of something. "Pein-sama helped me. Even though they say they'll protect people, they only do so when they're paid. They're greedy and selfish. They don't think about the people who can't afford their services. At least missing-nin don't lie like that. Pein-sama has been more truthful to me than any of the village ninja."

"And which village did you come from?" Earlier she had said she considered Amegakure her village but she didn't have the air of hostility she did now. He didn't know why he was taking such an interest in her, he could see that it wasn't a good memory and that he shouldn't be asking such questions but he couldn't help it.

It was a whisper and Itachi had to strain to hear it even though he was standing right next to her. "Konoha."

Pein was surprised that she would tell Itachi that piece of information. It took her a full year before she told Pein and Konan where she had come from, too scared that they would abandon her near her village.

"Sakura."

"Yes, Pein-sama?" Changing her emotions yet again, Sakura ran up to Pein, old memories buried once more. She didn't remember all of the details but she could still see in her mind's eye, her parents' death. She could also remember Pein as he offered to take her with him. But she didn't remember the long trek, only that she was tired. She didn't remember the faces of the thieves, only the blood and her mother's face as she tried to save Sakura.

"Go on ahead and inform them we are coming. It should be a manageable distance for you now. Let's see how fast you can travel."

"Yes, Pein-sama!" Giggling, Sakura ran up ahead and straight up a tree, giving one last look back she took off.

"I want you to train her, Itachi. She has a lot of potential and would be an asset to the Akatsuki in the future." Itachi was the best choice out of the Akatsuki to train Sakura, his extensive knowledge of ninjutsu and genjutsu were obviously valuable and his intelligence would allow him to effectively determine her strong points and weak points. Not only that, but their age difference was close enough that they would both be comfortable with each other. Itachi was also calm and levelheaded enough that he wouldn't kill Sakura by accident, a concern he had whenever Kisame tried to teach her something.

"Yes, leader." Pein was still in front of Itachi so he stopped and turned around. Itachi stopped as well, a foot or two between them.

"And Itachi, she's taken a liking to you, which means the next time you go on a mission and come back, it would be a good idea to give her a present. Or she'll try to keep you from leaving the next time. Her tactics can get…intense."

The rest of the trip was in silence which was perfectly comfortable for the two Shinobi.

I have a general outline of the next chapter but I also need to think of some scenes involving Itachi and Sakura so if you have any suggestions, please feel free to give me your two cents.