Itachi couldn't remember the last time he'd actually panicked. He thought it might have been when his brother was six and had come out to the dock with him and Shisui to go swimming, since Itachi specifically remembered almost losing his mind when he looked around at one point and realized he had no idea where Sasuke was. (He had apparently gotten cold and climbed out of the water without telling anyone. Itachi was plagued with nightmares of his brother's cold, drowned body for weeks.) As a general rule, though, Itachi did not panic. Panicking, after all, never led to anything productive. It clouded a person's judgement, caused them to make stupid, poorly thought out decisions, and endangered everyone around them.

That being said, Itachi was, at the moment, dangerously close to panicking.

He was trying to stay calm, to fall back on his training and not utterly lose his mind to the swarming, chaotic thoughts pounding through his head. Deep breaths in, deep breaths out, breathe, breathe, breathe, and assess.

They had come for them at night.

His family had been eating dinner at their kitchen table. Sasuke was practically bursting with energy, his hands waving and pieces of food flying from his mouth as he told their parents that his Academy teacher was recommending he take the graduation exam that year. Itachi was sitting beside him, smiling to himself. His brother had told him the news hours earlier, jumping on Itachi the second he walked through the door. He'd begged Itachi not to tell either of their parents, wanting to surprise them with it himself at dinner time.

Itachi understood why his brother had wanted to wait. Dinner was the only time Sasuke held their father's undivided attention, the man usually too preoccupied with other pressing matters during the rest of the day to give his youngest son the amount of attentiveness he desired. While Itachi knew that their father was busy, he couldn't help but still be frustrated by the lack of attention he gave Sasuke. It would make Sasuke's day if Fugaku took just a few minutes to listen to what his son had to say, to maybe tell him that he was proud of him or to keep up the good work, and to try for once to not compare him to Itachi while he was doing so.

Sasuke had been the victim of Itachi's success since he was born, forced to live up to a standard that few could ever hope to achieve, and he hated it. Itachi couldn't blame him; he had been a rather peculiar case, after all, rising through the shinobi ranks at an almost unprecedented speed. It was unfair to compare Sasuke to that. His brother was smart and talented in his own right, and his accomplishments deserved to be celebrated without being weighed directly against Itachi's.

Itachi hoped that tonight would be the night that finally happened. His heart swelled with cautious joy as he watched Fugaku look down at Sasuke with a proud smile on his face, starting to congratulate him for his achievement.

And that was when his neck erupted in blood.

Mikoto let out a petrified scream as her husband's eyes widened in shock. Fugaku made a terrible gurgling sound as he tried and failed to speak, his eyes still trained on Sasuke as blood bubbled up his throat and spilled out of his mouth.

Itachi immediately jumped up from the table, Sharingan spiraling. He barely registered Sasuke's terrified sobs or the thud his father's body made as it crumpled forward onto the table. All he could focus on were the five chakra signatures surrounding them.

Camouflage Jutsu, he realized numbly.

Mikoto was looking around the room wildly, clearly not able to see the people in the room responsible for Fugaku's murder. Sasuke meanwhile had thrown himself on Itachi, wrapping his body around his leg and burying his face in the fabric of his pants.

Itachi leaned down slowly and gripped his brother's shoulder, speaking softly as his gaze rapidly shot between the signatures. "Mother, there are five of them." They were blocking all of the exits: one was by the back door, three were by the two hallways leading into the room, and one was by the window.

Mikoto stared blankly at her fallen husband. The blood from his wound was oozing across the table, dripping down onto the floor.

"Mother," Itachi pleaded. She turned her head robotically in his direction. Tears were streaming down her face.

"Run," she whispered, and the chakra signature by the door moved towards them.

Crows flooded the room.

The intruders fell back in surprise, swatting at the birds. Itachi used the confusion to grab his brother and hoist him over his shoulder. He turned to get his mother and watched in wordless horror as she was harshly pulled aside by one of the figures, a kunai poised at her neck. Itachi froze. The crows were beginning to disperse, and he didn't have the faculties to protect both his brother and mother in a fair fight with the five shinobi.

"Run," she had said. So Itachi did.

And he hated himself for it.

He dove past the man who had left his position and shoved his shoulder hard into the back door. It exploded open, breaking clean off its hinges, and Itachi ran from the house in a chakra-fueled sprint. He raced through the compound, looking for Shisui or Izumi or anybody who would help him protect his brother.

The only people he found were the ones lying in the street, their limbs twisted at odd angles and blood pooling around them.

Itachi glanced up to see camouflaged figures bounding over the rooftops. He skidded to a halt and ducked under a shop overhang. With that many enemies around, he couldn't risk a mad dash out of the compound. They would catch him for sure.

He stood there for a few beats, feeling Sasuke's quiet tears soaking through the back of his shirt and trying to calm his breath. Think, think, think.

"Itachi." He felt his heart jump into his throat and whirled around. Two familiar Sharingan peered out at him from the shadows of the building.

"Shisui," Itachi gasped in relief. His cousin's eyes squinted in a smile.

"Get your ass in here," he ordered. Itachi turned to scan the streets outside one last time, ensuring no one had seen them go in. Once he was satisfied, he quietly picked his way into the shop.

Shisui met him halfway, pulling both brothers into a tight hug. He gripped Itachi's arm, his hand smearing wetly against his skin.

Itachi looked down in alarm, trying to make out his cousin in the darkness. "Are you hurt?" he asked, grabbing at Shisui with his free hand to feel the extent of his injuries. Shisui briskly pulled away from him.

"I'm fine, it's just a scratch," he murmured. Sasuke shifted against Itachi's shoulder and sniffled loudly.

"Shisui," his brother whimpered. Their cousin brushed a hand lightly over Sasuke's back.

"Hey, kiddo. Don't worry, okay? Your brother and I are going to get you out of here. Nothing's going to happen to you, not while we're both here." Shisui jabbed Itachi in the stomach with a finger, chuckling softly. "Isn't that right, 'tachi?"

That was probably what Itachi admired the most about his cousin. He had a way of putting everyone around him at ease regardless of how dire the situation, of making them believe that they could actually survive whatever hellscape they happened to find themselves in.

He gave Shisui a small smile. "Right." Shisui's hand returned to his arm, the blood squelching between his fingers as he tugged Itachi deeper into the shop.

"C'mon, there's an entrance to the tunnels somewhere in the back. I was about to look for it when I saw you both come in." Itachi followed his cousin into the darkness, adjusting Sasuke against his shoulder.

"You want to come down?" he asked his brother. He felt Sasuke shake his head resolutely and pull his legs around him tighter. He had started rubbing circles into Sasuke's back when Shisui halted suddenly and leaned down, starting to search blindly for the loose floor tile. Itachi turned his gaze out towards the street.

"Do you know who they are?"

"No." Itachi nodded.

"Do you think anyone else is alive?" Shisui's movements paused momentarily.

"No."

"Me neither," Itachi admitted quietly.

He looked back over his shoulder when he heard Shisui grunt. "Come here and help me with this." Itachi moved towards the older boy carefully and patted Sasuke on the back.

"I'm going to put you down for a second, okay Sasuke?" He felt Sasuke tense before nodding minutely. Itachi placed the boy on the floor and gave him a quick poke on the forehead.

"Keep an eye on the street, okay?" His brother let out a small hiccup.

"Okay," he sniveled. Itachi ruffled his hair before stepping over to join his cousin.

"I don't have enough chakra left to open this myself and still maintain my Sharingan," he explained as Itachi bent down. "You have to surge your chakra into the floor while you lift the tile from this end." He guided Itachi's hands to the corners, hot blood smearing over his knuckles. "You don't need to give it too much, just enough to release the chakra seals locking it." Itachi dug his nails under the grooves of the floor as directed and let chakra pulse steadily from his fingertips. The tile popped up easily.

And that was when he heard Sasuke scream.

Itachi twisted around, letting the tile fall back into place. A chakra signature was standing directly behind his brother, holding a sword to his back.

"No one move, and the boy won't die," the invisible figure ordered. Itachi felt his breath start to quicken, his eyes painfully trained on the weapon threatening his brother's life.

"Itachi," Shisui whispered. "Take Sasuke and run."

So Itachi did.

Shisui flickered behind the figure and ripped them away from Sasuke ruthlessly. Itachi ran forward and grabbed his brother, heading straight for the street. He broke out of the darkness of the shop and tore down the road as fast as he could. They were already positioned near the edge of the compound; if he could just get to the forest, he would have the cover necessary to get to the center of the village and get Sasuke somewhere safe and —

At least thirty figures descended on them.

Itachi stood panting and held his brother close as the signatures circled them. He looked around desperately for some kind of escape, only to find that there was none. An odd sort of calm enveloped him.

They weren't going to get out of here.

He pulled Sasuke's face in front of him, forcing his brother to look into his Sharingan. "I'm sorry Sasuke," he choked out, feeling the breath catch in his throat as he stared into his brother's terrified eyes. "I'm so, so sorry." He trapped Sasuke in the most powerful genjutsu he could muster, placing him in the most wonderful, beautiful illusion he could come up with. If they were going to die, he would at least ensure that his brother didn't suffer.

One of the figures moved forward and shed their camouflage. They held out a black cloaked hand, their eyes veiled in a thick black fabric.

"Cooperate and neither of you will be hurt. I swear it." Itachi looked around at the bodies littering the streets, taking in the blood covered, agonized faces of his dead clan.

"Why should I believe you?" Itachi asked feebly, hugging Sasuke's limp body closer to him.

The figure took another step towards them. "Because that's really your only choice."

• • •

The intruders made good on their word: neither Itachi nor Sasuke were harmed. Itachi, however, was thoroughly detained before the two boys were brought out of the compound. He swallowed his protests as Sasuke was delicately taken from his arms, allowing the enemy to screen his eyes with a chakra suppressing mask, tie his arms tightly behind his back, and sheath his hands in tight metal cuffs. As he was marched down the street, he figured that this was the best case scenario. The fact that they hadn't been killed immediately was a good sign; it meant that the enemy wanted them alive. And as long as both he and his brother were alive, there was a chance they could escape.

Itachi didn't have a clue as to where they might be taking them both. He tried not to ruminate on the possibilities, knowing it would only cause his mind to spiral into a pit of despair and unease. He needed to be patient, to collect information and then act accordingly. Mere conjecture wouldn't help him at this point.

After what felt like miles of walking, he was brought into a building and thrown unceremoniously into a cold room. He landed painfully against a wrought iron bed frame, the breath leaving his lungs in a whoosh of air as he fell on his back. A door slammed shut and he stilled himself, listening for any other sounds. When he heard nothing, he strained his arms against his constraints, testing to see if they would break. He sighed when he realized the pointlessness of his attempts and tried to relax his muscles against the rough floor.

"Sasuke?" he tried, hoping they had brought his brother to the same room. There was no answer. Itachi sighed again. That didn't mean Sasuke wasn't there, necessarily. Itachi had put one hell of a genjutsu on him; he might still just be in stuck in it.

Unfortunately, it didn't take Itachi long to figure out that Sasuke wasn't with him. He had used his feet to canvass the area, kicking out softly and making a mental map of everything he ran into. The only objects he found were the bed and a tiny chair in the corner. The mattress was thin and uncomfortable, but Itachi decided that it beat sitting on the floor, so he laid himself down on it and waited.

Hours passed before anyone came for him. By that point, the intrusive thoughts had had plenty of time to invade and ruminate in Itachi's skull. Images of his father's collapsed, blood soaked body tormented him; he saw his mother's head being decapitated, saw a sword being shoved through Shisui's lung, saw the glassy, blank stares of his clan members gazing at him as he ran through the streets, begging him to help them, please help them. And finally, he saw his brother being tortured in a room down the hall, saw black cloaked figures jabbing knives into his skin, ripping at his nails, suffocating him while he screamed and cried and thrashed, begging them to stop. They're dead, they're dead, they're all dead.

Itachi was gripped roughly by the arm and hauled out of the room. He could barely move, the weight of his tortured thoughts making his body feel like it was encased in concrete.

They were all dead, and he wasn't able to save them.

His legs buckled. The person guiding him was forced to catch him under the arms before he made contact with the floor.

Dead. They had screamed and suffered and they were dead, dead, dead and he should be dead, too.

The person dragged him to his feet, but Itachi couldn't find his footing. They cursed in frustration and dropped him to the ground. He listened to their footsteps recede down the hall as he laid there slumped against the wall, wondering how long it would take before they finally put him out of his misery.

A rough hand suddenly swiped the mask off of his face. Itachi closed his eyes, squinting against the brightness.

"I'm going to give you a chance to save your brother. You'd be wise to take it." He blinked up at the voice, his vision slowly coming into focus.

He came face to face with the Third Hokage gazing down at him, lazily twirling his cane.

"Well, boy? What are you going to do?"