DISCLAIMER: I do not own Naruto or any other series that I might use for inspiration.

CHAPTER 3

Massacre and Recruitment

'This feeling...this ominous feeling at the pit of my soul, I have to hurry back home, something is not right here, something is horribly wrong, I can feel it!' Thought Itachi with an uncharacteristic hysterical facial expression, tree jumping with such haste and reckless abandon that some of the thick branches he landed on were breaking down immediately upon contact.

'Sasuke, Kaa chan, please be safe, I'm on my way!' Thought Itachi just as he landed on the dirt road, running on the straight path towards Konoha with haste.

Uchiha Clan Compound...

"K...kaa chan! I...I'm scared! I don't want to die...I don't want to lose you...k...Kaa chan!" Whispered a little boy with black hair that has a blue tint and onyx eyes. His bangs hang on both sides of his face to roughly frame his cheeks and is spiky in the back. The boy is wearing a black, long-sleeved shirt with a raised collar and the Uchiha crest on the back with white arm warmers and bear feet.

Tears were freely flowing from his eyes, he knew that the situation was hopeless, his kaa chan was already injured and his brother was only set to return from his mission in almost a week. To top it off, the rest of his clan was already dead, there was no one to save them, even if there was someone else from the clan alive, there wasn't much that the little 8 year old boy believed they could do to save them, only his brother was strong enough to fight on par with that traitor, even he knew that.

"Shhh..everything will be okay Sasuke chan, mommy will protect you from harm...sniff...all we have to do is get to the Hokage and report what happened, until then...sniff...kaa chan won't let anything happen to you, I pro...mise..." Trailed off Mikoto, stopping dead on her tracks, her eyes wide from pure unadulterated shock, her sudden halt caused her son, whom she had been dragging along to crash onto her behind, although she barely noticed that, her mind clouded with fear and anxiety.

'How did he get there without me noticing? I knew he was very good with the Shushin no Jutsu, but this is ridiculous! There was no sound at all, no chakra trail to track and my sharingan didn't detect his presence until he was already standing before me, is he really using a shunshin? Or is he using some kind of transportation jutsu!' Thought Mikoto fearfully, she was scared, she couldn't even remember a time when she was so frightened, not even on her first official mission as a genin was she so scared. She was not scared for herself though, but for her children, if she died here, then who would protect Sasuke chan from this man? Even if Sasuke lived, she didn't want him to grow up alone without any parents. She knew how horrible the life of an orphan could be, not from her own experiences, but she had seen it first hand from her friend Kushina and her husband, and even...even their son.

"Kushina, Minato, I...I'm so sorry, I...I failed you as a friend haven't I? What have I been doing all this time? What have I done to protect your child, to honor your sacrifice? I...I failed your son, but I won't fail my own son too! I..sniff...I will live, I will survive this curse and protect my children, and...and then I...I will adopt your son and take him as my own, I won't allow my family, our family to perish! I promise!" Shouted Mikoto with a fierce determination, blazing through rapid hand seals, the three tamoe on each of her eyes spinning menacingly.

'K...Kaa chan, who is she talking to...' Thought Sasuke, watching his mother blaze through hand seals that he could barely see in shock. He never knew his mother was a shinobi too, he'd always thought that she had just taken care of them as a loving mother forever, stupid really but still, it always felt like that to him.

"Yes that's it! I like the look you have in your eyes, that's what I wanted to see, that look of hope, determination, and self belief, I like it, and I like it even better when I see the look of despair, shame, and fear that follows when I have completely crushed all of that hope and determination." Said Shisui with a deadly stare in his sharingan eyes, he was wearing his regular, full A.N.B.U outfit with a tanto strapped on his back and the usual high collared blue, short sleeved top with a white armour over the top, concealing the clan symbol on his back.

"Fire Element: Grand Fire Ball Technique!" Screamed ou Mikoto, placing her right hand over her mouth and blowing are large, violent ball of fire through her funnel shaped hand. Sasuke subconciously noted how big his mother's fire ball was compared to the one that he had displayed for his father.

"Nice try, but a technique that slow will never hit me, I am however impressed by the sheer size of it, not even Itachi has been able to make one that size." Said Shisui from behind Mikoto and Sasuke, preparing to remove his aunt's head from her shoulders.

'I...impossible! How did he get there so fast, how did he dodge a direct attack of that size so fast! This isn't real, it has to be a dream, it has to!' Thought Sasuke hysterically.

'I...I'm so pathetic, I couldn't even protect myself, nevermind my family, Sasuke kun, Itachi kun, I'm so sorry!' Thought Mikoto, resigning herself to her impending death.

CLANG!

A loud clanging sound echoed in the deathly silence, shocking all three other parties present. Mikoto, who had closed her eyes snapped them open in silent shock, it was too good to believe but...

'That chakra! It...it can't be...it's...'

"W-what are you doing here Itachi? You're only supposed to come back in four days from your mission?" Asked Shisui in slight shock, breaking Mikoto from her thoughts and confirming what she already had suspected.

"Shisui, I'm only going to ask this once, and you better have a good explanation, why does it look like you were about to kill my mother and brother?" Asked Itachi, his eyes were almost dead, with no emotion at all but everyone present could feel the intensity of the fury and killing intent rolling off of him in waves.

"N...nii san!" Stuttered Sasuke with wide eyes, shocked but yet more than ever happy to see his big brother.

"Kaa chan, take Sasuke with you and find a safe spot to hide, I'll take of of this!" Ordered Itachi authoratively with a no nonsense kind of tone.

"H..hai sochi kun, arigatou and...Itachi kun..." Said Mikoto.

"What is it?" Asked Itachi.

"Be careful, and make sure you kill him, I don't want to lose you, I love you!" Said Mikoto with tears in her eyes.

"I will kill him, I promise, and I love you too, now go!" Said Itachi, not daring to even turn and look at her one last time, that would be a bad mistake and everyone knew it.

"Hai, let's go Sasuke chan!" Shouted Mikoto, grabbing Sasuke by his tiny right hand and dragging him along the dirt road.

"I can kill you now, now that there is no one to interfere, Amateresu!" Said Itachi, the tamoe in his right sharingan eye instantly connected to form a tri pronged shuriken, launching black flames in an attempt to incinerate his opponent from point black range.

Shushui, in an inhuman feat of reflex, skill, and speed dodged the technique with an instant shunsin, appearing on the younger prodigy's left hand side in order to blind side his dangerous right eye and aiming a slash towards his mid section. Itachi was barely able to keep up with his best friend, or rather, former best friend and first cousin, in fact, he wasn't able to keep up at all, the only reason he was able to protect himself being due to the arm guard on his left arm, otherwise he would never have been quick enough to swing his sword around to parry the attack.

CLING!

"You've grown quite well Itachi, and I see you have mastered the use of the Mangyeko Sharingan that I gave to you." Said Shishui with a cruel smirk on his face, pushing his blade harder against his younger cousin.

"What kind of fool do you take me for,I gained this power so that I can never lose a loved one again, I gained this power in order to protect my family and loved ones, this has nothing to do with you." Said Itachi, pushing back against the 16 year old, homicidal prodigy with the arm guard on his left hand and swinging his right arm over the top, aiming a vertical slash on Shishui's collar bone.

Shishui, quickly realising the danger shunshined again out of Itachi's reach, stopping not more then 10 metres in front of his opponent.

'Overpowering him is impossible it seems, his shunshin and reaction time are just to fast. Not only that, but he is also somehow able to bypass all the side effects of the shunshin no jutsu, he doesn't leave a chakra tail, he doesn't have a chakra build up phase before initiating the jutsu and his technique is silent, leaving no sound trails either. It would however have been just fine if that was all there was to it, but no, that isn't all there is to it, far from it. His technique is at least two times faster then any shunshin I have ever heard of and he has mastered the sharingan visual prowess to the point that he doesn't even suffer from the disorientation that a person is subjected to after using shunshin no jutsu. No...mastering his sharingan has nothing to do it, many others have mastered the sharingan, his eyes are just special, a one in a million eye that surpasses the visual propensity of all others. How am I supposed to take down summone like that, someone who can't be touched?" Thought Itachi before his eyes widened in realisation.

'Genjutsu...that is the only way to beat him but...this is the best genjutsu user the Uchiha clan has ever had since Uchiha Izuna, can he really be beaten with a genjutsu?' Thought Itachi, a feeling of doubt creeping its way into the surface of his consciousness.

"What's wrong Itachi, is this really the best you can do? I'm very disapointed in you, I had higher hopes for you, I even killed your girlfriend just so that you can have those eyes, and this is all you have done with the gift that I have given to you, really now?" Asked Shishui mockingly.

"W-what are you talking about? Masaki died of a rare virus that flushed her chakra and turned it into a poison against her body, how could you have killed her? I saw her die in front of my eyes!" Asked Itachi in shock and anger, unable to allow himself to believe in such a thing.

"Hn...hahahaha! Ahahahaha! Well, let us just say that I have my sources, who have very knowledgeable sources of their own, sources that consider it child's play to replicate that level of a virus in a form were it can be injected directly into the blood stream. You should be grateful, I had to use Koto Amatsu Kami on doctor Yakushi to get him to inject her during a check up she was scheduled for, that was two years ago, I won't be able to use that technique for another 8 years now. This is a sacrifice I made just so that I could give you those eyes, now stop being an ungrateful brat and thank me already. If you apologise, I might just let you live you know, ahahahahaha!" Laughed Shishui maniacly with what could and can only be considered an insane expression on his face.

"You..." Whispered Itachi, his bangs covering his face darkly.

"Huh...? Speak up, I can't hear you, I want to hear you apologise loud and clearly!" Shouted Shishui.

"Y...you bastard! I know...I know why you killed the clan, I'm not stupid you know! I knew you were a double agent all this time, I knew the clan wanted to attack the village and I know about how unfair our clan has been treated, and I also know that the solo mission I was sent on was in order to get me out of the village so that you may be able to slaughter the clan with success! I know all of this, it was easy to see with these eyes of mine..." Trailed off Itachi leaving Shishui fish eyed with his jaw hanging agape, shocked that Itachi had seen right through his act.

"Itachi...you..."

"But to go this far!" Shouted Itachi, cutting off Shishui mid sentence.

"Kaa chan, Sasuke, and Masaki, they're all innocent, they knew nothing of the planned rebellion, they were not involved, how dare you involve them in this, how dare you kill my Masaki, I'll kill you!" Shouted Itachi uncharacteristically, a gleem of insanity creeping into his eyes. The tamoe in his left eye were next to transform into a shuriken shape.

"You'll pay for this! Tsukiyomi!" Shouted Itachi hysterically.

Shishui didn't know what had happened, one second he was standing a few metres from his rival, and the next thing he knew he was tied down to a cross in a strange world with a red moon in the dark sky, also, everything seemed to be in black and white.

"This is the world of Tsukiyomi, in this world, I am a god itself, I control everything in here, even the time and space, this jutsu can't be dispelled, hence, for the next 72 hours, I will pass judgment unto you for all your sins and trangressions. This is for Masaki, and this is for trying to kill my precious Kaa chan and otouto, 71 hours 59 minutes and 59 seconds, 71 hours 59 minutes and 58 seconds..." Said Itachi, proceeding to stab his opponent in many places around his torso, adding a clone of himself after each stab to help him.

"Arg! Gwaaaaah! Aaaaaah!" Cried Shishui in pain, feeling the worst kind of pain he had ever felt in his life. Some of the stab wounds were not meant to be survived, and some of them should have exceeded his pain treshold and put him in a coma, but neither that nor death seemed to be possible in this world, forcing him to endure what his brain would not have otherwise allowed him to.

"How does it feel huh? How does it feel when you're the one at the receiving end of the pain huh, Shishui nii?" Asked Itachi in mad elation, somehow feeling overjoyed by his actions, maybe this was what they meant when they talked about the bitter sweetness of vengeance. The torture session carried on like that for almost three days.

"Gwaaah! Aaaaah! Please, please end it, just end it already! I can't take any more of this!" Cried Shishui, the bangs of his hair hanging down over his face.

"Yes, I believe we have come to the end of your torture education, I will ruthlessly kill you now without remorse like the lowly scum that you are." Said one of the many Itachi clones in the crowd, unsheathing his tanto and preparing to remove the genjutsu prodigy's head.

"I wouldn't do that if I were you, Itachi kun!" Said a voice strangely familiar from behind the clone. The clone, and all the others turned around to see what was going on, only for all their eyes to widen in shock. There, a few feet behind them stood a healthy Uchiha Shisui looking no different then he did before they captured him in the tsukiyomi, except for one difference, his left eye had taken a mangyeko sharingan form.

"Y...you! How did it you get there?" Asked the clones simultaneously.

"What are you talking about, I've been here the whole time..." Replied Shishui nonchalantly.

"N..nani? If you're there then...then who have we been...?" Asked the clones simultaneously.

"Hehehe! The person you have been torturing all this time is...Uchiha Itachi!" Replied Shisui with a cruel smirk on his face. The clones, all in shock, simulataneously whooped their heads around, only to stare in shock at the unbelievable truth of Shishui's words, there on the cross, with numerous stab wounds on his body was Uchiha Itachi, impaled on the cross helplessly.

"Hehehehe! Itachi, you must be no doubt wondering what on earth is happening aren't you? Well, I'll do you a favor and explain it you, this is the second power of my ocular powers, the power born of my left eye, Sakanade! With this genjutsu I can collapse whatever world I'm in and create an reversed and inverted world, where everything is the opposite of what it is supposed to be. In this world, left is right, up is down, front is back and shishui on the cross is actually Itachi on the cross, everything is inverted. I must command you on such I powerfull genjutsu Itachi kun. Tsukiyomi really is an amazing genjutsu, I would never have been able to break it until too much damage had been done already, to think that you were able to force me to resort to this is a testement of your growth and skill, you should be proud of yourself." Said Shishui in a condensing tone, even though he was complementing his friend turned foe.

'He created his own world inside my tsukiyomi? How is something like that even possible! I can't believe I was tricked into torturing myself for almost three days, to think that I was the one screaming in pain all this time...how pathetic...' Thought Itachi.

3

2

1

72 hours ended shortly after Itachi's latest thoughts and the two combatants found themselves back once again in the real world. Itachi's left eye was bleeding profusely, so much so that the blood was trickling down on the ground in front of him and his breaths were short and haggard, a sign of an exhausted and severely injured person. Not only that but his legs were shaking and his arms trembling, it was taking him every reserve of his will power just to remain standing, much less fight against an S class homicidal criminal.

"Heh, you look like you're going to die on your feet Itachi. You know, I didn't want to have to kill you, I wanted to leave you alive as the sole surviving Uchiha, I wanted you to hate me with all of your being and I wanted to make your goal to be revenge against me. This way, you could one day kill me and become the hero of Konoha that defeated the dispicable and unforgivable criminal and scourge of the village. I wanted you to keep the flame burning, rebuild the Uchiha clan as the loyal and proud shinobi clan of Konoha, and, I wanted you to break the barrier between our clan and the village and become the first Uchiha Hokage, I did everything I did with this goal in mind. But now that I know, now that I know just how much of the truth you know, I'm going to have to kill you and let Sasuke live instead. He was my back up plan after all." Explained Shishui.

"I...I won't let you... cough cough...get your hands on him." Said Itachi, coughing up globs of blood from his mouth.

"We'll see..." Was all Shishui said, disappearing from Itachi's view and appearing on his right side in an instant with his sword poised to stab him under his arm on his kidney. Itachi quickly tried to parry the attack, but to his great shock and Shishui's amusement, instead felt something extremely hot piercing him through his left shoulder from behind. Itachi looked to his left side only to his amazement, instead of Shishui's tanto, as he expected, to be piercing his shoulder, was what looked like a bright red sword made out of chakra.

'This is fire natured chakra that has been concentrated and solidified into a this form with shape manipulation. But I have never heard of such a level of combining shape and nature manipulation, there aren't even any flames of fire surounding the sword, it just looks like red chakra, yet I can tell with my eyes that this is fire manipulation, Shishui, just what kind of training have you been doing? You defy everything that I have been taught and discovered about ninjutsu, just what are you?' Wondered Itachi.

"Fire Style: Sabre! This is a jutsu of my own creation, this jutsu condenses and concentrates fire natured chakra into this sword shape, causing chakra vibrations that exponentially increase the penetrating and incinerating power of my fire techniques to a level of my own, Itachi, this sword is hotter then the sun itself and will pierce anything that I wish to destroy, you have no chance of winning, give up!" Said Shishui arrogantly.

"Hn, did you know, that the first thing you taught me was to never underestimate my opponents, no matter how much I know about them?" Asked Itachi with a small smile on his face, his body shimmering slightly and even becoming intangible before completely disappearing.

"Yasaka Magatama!" Whispered Itachi from a small distance behind Shishui, launching a shuriken shaped energy made up of three magatama connected together by a small string, causing the jutsu to spin rapidly like a shuriken at great speeds.

BOOM!

The technique crashed on the ground and exploded upon impact, creating a loud booming sound that left a giant creater on the ground. When the dust and debris settled down, Itachi was able to see a significant splat of blood on the ground.

'Its over, I can't believe it, this is too good to be true!' Thought Itachi with a tired smile on his face.

"What's with the smug expression, Itachi, you look like someone that has just won a difficult battle?" Asked Shishui, who was now standing behind his opponent, staring with an impressed expression on his face at the spiritual entity that Itachi had been able to manifest around his body.

'So this is the third power of your mangyeko sharingan, Susano'o, impressive, Itachi.' Thought Shishui.

"H...how?" Asked Itachi, not really that surprised that his opponent was still alive, it had been to good to be true anyway if you asked him.

"I told you before, in my world, front is back, up is down, and left is right, Shishui in front of Itachi is Shishui behind Itachi. But more importantly, that illussionery technique you used to trick me, that was Uchiha Izuna sama's forbidden Kinjutsu wasn't it, a powerful illusionery ninjutsu that distorts the time and space itself, a clone technique that can even fool the best sensor type shinobi, impressive, that you have been able to learn such a technique, was that your trump card for defeating me?" Asked Shishui passively, trying to play off the pain on his left arm that was bleeding profusely.

"I don't have to explain anything to you, you can't do anything to me, all your jutsu have become useless before my eyes, nothing can penetrate my Susano'o...Gwaaah!" Grunted Itachi, cut off mid sentence by a sharp and burning pain in his right shoulder this time.

"I thought I already told you, my Fire Style: Sabre's incinerating power will cut through anything like a knife through butter, Susano'o included." Said Shishui with his right arm extended forward, a red chakra emanating from his hand.

'This shouldn't be possible, how could his jutsu be able to penetrate even my fully formed Susano'o?' Thought Itachi to himself before falling flat on his face, the spiritual warrior that had formed around his body shimmering and eventually disappearing a few seconds later.

"This is the end of the line Itachi, for what it's worth, I'm sorry." Apologised Shishui with a pained expression on his face that he was trying to hide.

"Eight Trigrams: Double Mountain Crushing Vacuum Palms!" Shouted a rough and mature voice, Shishui who was not expecting such an attack found himself at the receiving end of a ridiculously powerful and wide area attack, he felt like his rib cage had just been shattered into pieces. If he hadn't channeled so much chakra around his body for protection, he would have still died, the only reason he wasn't was because he had managed to avoid most of the first air palm and completely avoided the second with his super fast shunshin.

"What took you so long...cough...cough...Hiashi san?" Aske Itachi from his position on the ground, just barely able to lift up his head to gaze at the Hyuga clan head.

"I apologise for my tardiness Itachi kun, to be honest, I wasn't sure what to make of your request, it sounded strange and unbelievable, but nevertheless rest assured that I will take care of the enemy. I know exactly why you chose me, I'm the one with the best counter abilities to Shishui's techniques, the only one who can defeat him." Said Hyuga Hiashi, a man with long, black hair and featureless white eyes like all members of his clan wearing very traditional, loose fitting robes with a cloak and a stern, stoic expression chiselled on his face. Large and visible veins were protruding on his face around his eyes, contributing to his already intimidating physical appearance. What Shishui found most perculiar about his appearance the most though, was the black crow situated on the man's right shoulder...

End Chapter

Year I know cliffy sucks, but I promise to update again in a week a two. And I apologise in advance for the lack of Naruto, Yakumo and Oto relations in this chapter, but his chapter was important for the remainder of the story and I promise the next chapter will focus on Naruto and for the most part, Oto.

Shishui's genjutsu, if you haven't guessed already is a variation of the one used by Hirako Shinji as his shikai in bleach. The leader of the Vizards.

His Fire Style Sabre is inspired the the weapons used in Star Wars.

Anyway the next chapter will begin with the Hiashi vs Shishui battle and then we will move on to end that scene and move on to Naruto and Oto.

If you hadn't figured it out yet, Shishui is joining Akatsuki, pretty obvious really and I will reveal his third power in due time.

Spelling mistakes and grammer will be fixed in a day or two, thanks, hope yaw enjoyed it.