The main path roared in frustration as it heard the collapsing cavern and the sound of a destroyed building collapsing downwards to its destruction.

So far, Itachi had found the fight surprisingly easy to fend off the four man taijutsu assault. Then again, he knew they weren't unleashing their full strength just yet.

Genjutsu were nearly pointless with them all together like this. No. What he needed was to simply slaughter them all.

There was to be no mercy here. He just needed more space.

He followed the paths upwards, further up out of the tower, fending off attacks. His eye ached from the earlier use of Amateretsu. There was plenty of that to come as well.

Still, he needed more space to really unleash on Pein's bodies. Pure power was going to prevail here and not any grace or skill, at least for the moment. It was a shame.

This was not the fight he would have had against Sasuke. That would have been a true fight, a duel between brothers. He would have been able to pass the torch onwards and have a final battle that he would bear no regrets from.

This was just going to be a gutter brawl in comparison. He was going to feel some satisfaction when he defeated the man.

He got out into the open and the rain that seemed to always fall on this place began to soak his robes. The street was deserted as he prepared himself.

He ducked a blow from one of the paths and kicked it away. He blew a fireball at another which it absorbed with its hands, emerging unscathed.

That was good to know at least. He wondered whether it would save it against his next jutsu.

He felt the pressure behind his eyes grow as he summoned his chakra.

Red fire began to pulse around him, growing in size and taking on shape. The paths closed the distance just a moment too late and rebounded of the ribcage of fire that had formed around Itachi.

He felt the pain arc into his body as the strain of the technique began to pull at his body. He was far above such matters though.

He saw the chakra absorbing path moving to try and drain the chakra away. He danced out from the ribcage, dragging the man inside before beginning to pummel the man with taijutsu.

The man was strong and fought back, blocking and trying to grapple with Itachi. But even in the enclosed space Itachi was far too nimble for the grappling to be effective.

He cannoned a fist into the man's pierced face which knocked him against the burning ribs. The man didn't turn and Itachi simply sliced his neck with a kunai, causing the man to slump downwards.

But the man had been weakening the ribs he touched and Itachi saw only just in time the leaping figure. Pale, with six arms that looked mechanical and menacing, the next path leapt at the weakened ribs.

The blow shattered them and Itachi arm dragged the man over himself as the ribs dematerialised, it landed and pounced back at him. Then Itachi brought the technique back twofold.

The ribs appeared and muscles formed and Itachi was wreathed in red, translucent fire. The six armed man was already in mid leap and cannoned off the figure that was forming around Itachi.

Itachi wondered why the other two weren't attacking. Either they were the paths with more specialist abilities or they weren't going to be able to attack with this body. This made his task all that much easier.

The mechanical man began to barrage Itachi's barrier with missiles and Itachi smiled at how easy it was to fend off attacks this weak.

For a moment, hope grew in his heart that this might not be the final battle. He had to squash that instinct. The man was more dangerous than he was at the moment, he could not let up in his style and not give him an inch.

He began to advance.

Jiraiya tumbled out of the spiralling vortex that he had been sucked into and rolled when he hit the ground.

They were in the streets of Ame. There were a dozen people, all dressed in drab grey staring at him before they started running.

Then he ducked under a kick from the masked man and refocused.

The fight continued as it had, with neither man landing a blow on the other. It was ridiculous.

Eventually the masked man pulled back.

"I could do this all day, watch you get frustrated and wound up that this is going nowhere."

"Really?"

There was a crash from a mile away.

"Sounds to me like Itachi is going to win that fight sooner rather than later. Who do you think he'll side with? Me or you?"

There was a snarl from the man.

"It is irrelevant. I could kill you both. Or Nagato will win and then we'll be able to find uses for you. I like the idea of him using you as a puppet."

"You sick man. You twisted him to this didn't you?"

"It was so easy Toad Sage. So. Very. Easy."

Now it was Jiraiya's turn to snarl and attack. He moved in close, using a different style of taijutsu to that which he normally used.

He moved in close, using small movements to try and minimise his energy usage. Trying to grab.

Tobi lessened his movements as well until the battle was almost completely static except for rapidly moving arms and upper bodies.

Jiraiya leapt backwards to get more distance between himself and the man who made no effort to follow him.

"Ma. Pa. Can you hit him with some genjutsu?"

The female toad gave a small sigh.

"You know how much we hate the singing, but we'll do it Jiraiya boy! Give us a moment to synchronise and prepare."

The masked man tipped his head to one side.

"Really? You think I'm simply going to let that happen?"

"Stop it if you can then. It sounds like Itachi will be done sooner rather than later."

Jiraiya heard the aggravated growl and the man began to bound forwards. The toads leapt from his shoulders before disappearing suddenly.

"What?"

"Now that the distractions are out of the way why don't we continue where we left off Toad-Sage?"

Jiraiya wondered why the man simply didn't do that to him instead of just vanishing the toads. Then he felt the ripple of chakra and got out of the way before the air near to him simply began to twist in ways he couldn't quite understand. He could try to summon the toads again.

Then he realised that his opponent wasn't going to give him enough time to do that.

The mechanical man screeched like the collapse of the fallen skyscraper as the flaming sword ran through it and pierced it. It seemed to shrivel and collapse before being pulled swiftly into the jar the great skeletal man's other hand.

Itachi turned his attention to the final path, the one that Pein used to speak through. It had not attacked yet, which he found foolish at first glance.

Still, his opponent was powerful and this final body would not yield easily. It leapt as close as possible to the skeletal form with an outstretched hand.

Then Itachi found himself fighting a huge force that shoved at his spiritual warrior with a strength he had never encountered. It was pushing him back even with the great warrior outline.

The street under his sandals began to yield under the force and he dug scratches into the concrete surface. Other paving slabs outside the protective shell of Susanoo were not so lucky and slammed off the fiery man like pebbles off a wall. Buildings seemed to collapse around the man, falling away from his form.

So...gravitational control? Some kind of shockwave generation jutsu?

Either way it was powerful and could keep even Susanoo at bay. Itachi allowed his burning eyes to rest as the skeletal form began to vanish away. He found himself standing some thirty yards from his foe.

Staring eye to eye.

"Itachi. You cannot prevail against the Deva path. You cannot kill it, but it can kill you."

The voice echoed around the flattened area. No Ame shinobi were going to interfere in this fight, that much was certain. Many were probably dead just as collateral damage.

"You know that Tobi will betray you the instant this battle is over. Maybe even before the end. He has been playing you from the beginning."

"Then I will defeat him too. No price is too high to bring peace to this world. What price would you have paid for Sasuke?"

Itachi sent a blast of black fire at the man, which he summoned another force field to dispel. It was wasteful but that must be the power the man had at his disposal.

The blast was certainly smaller than the first one he had unleashed at his Susanoo. Was it a recharge time between uses? Certainly the man could only have so much chakra available to him.

He felt the trickle of blood run down his nose and drip to the ground. His vision swam a little bit more.

Then again, he only had so much more eyesight to burn. He steadied himself without realising he'd needed to. Susanoo did eat up a lot of chakra after all. It also ate up his eyesight.

He would simply have to finish this without excessive use of his Sharingan. Assuming that was the man's only technique, then all he had to do was figure out timings and avoid excessive damage.

Then to locate the real force controlling the puppet. His gaze shifted to encompass the great tower that rose in the centre of the city.

Someone with the ego of a God would dwell there for certain.

The path opposite him drew a rod of black metal out of his own arm. That was certainly a useful ability. Itachi didn't need such a weapon.

He blasted the fireball across the battlefield at the man who simply dodged it. He made eye contact before charging across the field, his target snared in a genjutsu.

The man's swing missed him by yards and he nearly landed a blow of his own before the man blasted him backwards.

He dug chakra into his feet and left more gouges in the ruined ground as he was forced backwards by the blast.

As soon as the force stopped he leapt forwards again. He danced past a thrust from the chakra rod and kicked his opponent hard in the ribs. He heard the crack of bone but the figure showed no real sign of pain.

He ducked under the next swing before being blasted backwards once again.

5 seconds between blasts. Certainly not much to work with.

It was still 2 more seconds than he needed.

He pressed his attack once again and the man met him in a flurry of blows. Itachi certainly had the better of the man. Maybe the years of having seven bodies meant that his taijutsu had dimmed in stature, or the lack of powerful foes. Despite being outmatched in strength, he was more subtle, better formed and technically superior. The required skill had shifted to favour tactics and intelligence just as his foe had gone to power tactics.

The fact his foe hadn't hit him yet was testament to that.

He was ready for the blast of force the instant his opponent let it loose. He skidded backwards and then dove forwards again.

Within one second he had closed half the distance.

Within two he was within ten yards as his foe took up a defensive stance.

Within three the black flames were eating into his foes body. Now it felt the pain. His eye bled as he applied more heat to the technique, but it was needed.

The body writhed under the flames, his attack beginning to melt the receivers ever so slightly. He retracted the fire, leaving the body charred and blackened.

He stared up to the tower and allowed himself a brief moment of calm. All that was left was the real Pein. Itachi readied himself and began to move for the tower.

Jiraiya found himself increasingly frustrated by his opponent. He couldn't strike the man and he barely seemed bothered by the fight.

"Are you actually going to fight back?"

"To be honest I just need to play with you until Itachi reaches Nagato."

Jiraiya turned to leave but fire blocked his path.

"The Uchiha flame battle encampment will keep you in here with me Jiraiya-sama. You're not going away to help your little Nagato. How does it feel Jiraiya? Knowing you can do nothing?"

Jiraiya's answer was a flurry of needles that he fired from his hair. The masked man simply phased through the attack without pausing.

"This is how it felt when I was created Jiraiya. I watched everyone I cared about betray me or die one by one. Now look at the world. It needs peace."

Jiraiya paused to look at his opponent.

"Who are you?"

"Tobi."

"What's your real name?"

"Not important."

"I passed on the teaching for peace onto Nagato you know. He wants it by application of force. One day someone will find a solution and bring it to fruition."

Tobi shook his head.

"That person is me. You want to know what I will do with the tailed beasts?"

"Yes."

"Since you're going to die here I guess I can spare some time. Itachi is still busy dealing with the Path's that remain.

Let me tell of you the Eye of the Moon plan Jiraiya-sama...let me tell you how I will bring peace to this angry world."

Jiraiya listened and his eyes grew wide with shock and horror as the details were explained. He grit his teeth as the man finished, and spread his arms wide.

"So give in Jiraiya! Let go and find peace in death."

"You will succeed over my dead body."

"As I intended. Itachi is nearly with Nagato."

Jiraiya waited for the attack was now sure to come. The man leapt towards him, a sword in his hand. Jiraiya expanded his hair once again to cover his body in a steel like shield. The needles fired from it were once more dodged by the man.

He saw the man abandon his sword and stretch out his arm before he realised that his defence wasn't going to be enough.

Then the wooden spikes burst out of the man's arm and pierced his body in at least twenty places.

Pain lanced through his body as he struggled to stand. His hair shrank back to its normal length, streaked with red.

The man raised the sword once again under Jiraiya's chin and forced him to look up.

"Ready to die Toad-sage?"

Jiraiya's only response was to try and slam a rasengan into the man. The blow didn't land as the sword moved swifter than the blow of the tired man.

Itachi reached the top of the tower and reached a pair of great oak doors. Heavily reinforced as well. He reached out a hand to gently push at one. They slid back without any real resistance.

So odd. A great portal of a door which was not locked and moved like any other. Grandiose yet efficient in its own silly way.

He opened the door enough to get through and calmly walked through. He found himself facing the man who controlled the paths. He had found Pein.

"Itachi. You commit foolishness in coming here. You have already caused so much damage and harm this day."

"Pein. You have been foolish from the beginning. You are powerless before me and yet there is still a hope for us both."

The man didn't move. Itachi realised he probably couldn't.

Arms locked in heavy manacled restraints, his back pierced by huge rods of black metal like some demented organ. The man was pale and withered, a skeleton with skin draped over it. His legs were hidden in a great machine like chair.

His hair was a pale red and fell lank over one of his eyes.

The other had that dreadful spiral of an eye. The Rinnengan.

"You cannot stand in my way Itachi, the way of peace. Even without the remainder of the Akatsuki I can create new paths and hunt down the Nine-Tails. I will recreate it once more and a new daybreak will happen. I will bring peace."

"You think Tobi will let you? That man is in this for his plan. He's used you Pein. He'll dispose of you before the end. It will be soon. How will you stop him in that state? How will you stop me?"

The entombed man just stared at Itachi with his lone visible eye.

So much like Naruto in some ways, and about to suffer a similar fate.

"You will stop him for me Itachi."

The bolt slammed out of the lower portion of his chair and Itachi simply sidestepped it. It whistled past his chest and ripped his cloak a little but didn't touch him.

He saw a pang of panic cross the skeletal man's face.

"Was that your great trick Pein? Any final words?"

"Itachi...you must not. For peace."

"Goodbye."

The black flames erupted once again from Itachi's eye and began to engulf the chair. The man grunted in pain and released his arms.

They were thin and wasted from what must have been years of underuse. They stretched to the flames and began to extinguish them. He had the full powers of his paths but he was struggling to employ them.

Itachi simply walked forwards as the flames began to engulf the parts the man couldn't reach.

Then he drew a kunai and stabbed forwards.

Weak arms tried to catch the blow but they crumpled. It was like breaking the grip of a child.

With a short thunk, the blade did its work. Itachi turned away as the last of his life drained away.

"Now then, where were we masked man?"

The man stepped out from the shadows.

"Impressive. How shall we do this Itachi? Swords only? Maybe a duel using our eyes? Fought on the plane of genjutsu and cunning?" he spread his arms wide, "Maybe even a game of shogi?"

Itachi gave a slight laugh but he felt a little tired. His fight had clearly been far more effort than the one Jiraiya had given the man. That was worrying in several ways.

He could try running, but he felt too tired to run.

No. Here he stood and won or here he died. He had done his best to thin the ranks of the Akatsuki and he had succeeded. Now only one remained.

It was a shame that one was the most dangerous one of all.

He thought of Sasuke and how things should have been. Could have been. Had it not been for Danzo, Naruto. The Akatsuki. If the world hadn't thrown itself through his clan and ripped it apart at his hands.

Life could have been so much better. He could have known peace but for cursed eyes and dark deeds he never wanted.

Still, he had to focus. There was perhaps time to make his point and stop everyone else winning.

Susanoo began to form around him and as soon as any part of it manifested it would simply vanish into a vortex.

"Please. I'm not letting you form the one thing that could possibly hurt me. I will suck your attacks away."

"Your sharingan prowess is impressive. Who are you then? Which of my clan survived to help me annihilate the rest?"

"One you all thought dead."

"That could be several people, in fact most of them."

They circled each other. The black flames still flickered on Pein's chair.

"I was betrayed, and left for dead. I was found by another who should have been dead and then saw someone I thought as a friend kill someone I cared about. Can you work it out yet?"

"No. Nor do I wish to. I only wish you to die."

More black flames vanished between him and the masked man who tutted gently.

"Really? Nothing more subtle from you?"

This time the black flames vanished mere inches from Nagato's eyes and the man growled.

Itachi raised an eyebrow. He had timed it just correct so that he was closer to the eyes.

He threw two shuriken at his new target.

"Shuriken Shadow Clone no Jutsu!"

The shuriken became two hundred. That was likely too many for the man to conveniently vanish, and too close to the target. He was rewarded by a huge number of impact noises of shuriken on flesh.

He turned to see the masked man peppered with the shuriken. Damage done, the clone shuriken disappeared from existence. The two real ones were still embedded in the man's mask, perilously close to his eyes.

White substance flowed from the cuts and slices from the shuriken. Whatever it was, it wasn't blood.

There wasn't even a cry of pain or any indication it had hurt the masked man. The Akatsuki robe was torn and ripped apart, revealing pale skin beneath.

Itachi raised an eyebrow and threw another shuriken. The man batted it away with a snarl and leapt at Itachi.

His eyes caught the chakra build-up and he ducked under the wooden spikes that emerged from the arm. He threw a kunai at Nagato's prone form as he kicked upwards, balancing on one hand as he tumbled away from more strikes.

The rewarding sound of his kick connecting with the mask was music to his ears. The man teleported again and took the kunai blow.

"Not so easy now is it?"

There was a dry laugh from the man.

"No...you always were a prodigy Itachi. One of the last things that happened before I saw the truth was you graduating from the academy aged five. Five. I had had to wait until I was twelve and you graduated at five. That was a year after me Itachi. By then you were nearly a chunin. To think I will get to be the one to kill you."

Itachi smiled. He knew now who it was.

"How did you survive?"

"Does it matter? I had my eyes opened to the truth and saw the betrayal of my friend. I saw the man I entrusted my last wish to betray everything he stood for! It was by his hand and no one else's that I set out on this path!"

The grand fireball sped across the gap before being caught by a wall of fire the other man created.

"You think the flame battle encampment will stop an Uchiha from getting to you Obito?"

The flames died before Itachi's eyes.

"Foolish. You died years ago Obito. Your eye is now Kakashi's. It's made him more famous than you could ever have been."

"That should have been me!"

Wooden spikes shot towards Itachi once more and he avoided them or burnt them with Amateretsu. Blood ran freely down his face from his eye. He couldn't try locking in Tsukotoyumi now, he was too drained.

This battle was going to be tighter than he wanted it to be.

The man withdrew the spikes with a hiss.

"Zetsu."

He had forgotten about the two-tone man. He tried to turn but felt something heavy and thick weigh him down. He struggled to get free and found he couldn't.

"The spore technique is complete Obito-sama."

"Excellent, any last words Itachi?"

A burst of black fire was again removed by the man's aggravating ocular prowess.

"I said words not futile gestures."

"Shadow clone."

The Itachi caught in the spores vanished in smoke and the white mass was reabsorbed by the man. Zetsu sensed him first.

"Behind you!"

Obito turned and leapt as the blow fell. It caught half of Nagato's dead face and destroyed one of the eyes. The blade then vanished.

Itachi heard his foes angry cry of frustration. A second more and he would have had the full victory.

But he was low now, so very low. His fighting style had always been precision and force a point. He had expended so much in his previous fights.

He coughed and saw the blood in his spit. Was it time?

He felt the blow lift him from his feet and send him to the floor with a thud.

The masked man pinned him down with a strong wooden arm Itachi knew he couldn't break the grip of.

There was only one thing left to do. Deny him any further prize.

His eyes burnt with Amateretsu once last time before they saw nothing more and his world was darkness. Despite the pain of burning his own eyes, the ache of their long suffering was gone. His head felt light. He heard another frustrated growl.

"Goodbye Itachi. Oh, I forgot to tell you. I killed Kisame when his back was turned. It was so easy. He didn't even have time to beg. Beg for me Itachi. Beg for life and a chance to do the right thing. Beg before I extinguish your life."

He had failed, but he felt strangely alright with it. Yes, Naruto lived. Yes, Obito would now enact his plans without as much opposition.

Maybe Naruto would find a way to die facing this man, but it didn't matter to him now. He had done more than enough damage to Akatsuki to avert the worst that could have happened.

He allowed himself one final little victory.

"You always were a fool, and you always will be little Obi-"

The sword descended and Itachi welcomed death like a friend. Perhaps here he could apologise to Sasuke and his clan.