Author's Note: Yay! New chapter. This one is only from Itachi's POV, as Chapter 6 will just be Sasuke's (I have this already written, for those who were wondering). This one is far more action-packed than its predecessors, albeit a tad shorter. I find fighting sequences are much harder to write and describe effectively than normal text, so please forgive me if you get confused. Please read and review. Enjoy!

Chapter 3

Itachi and Kisame were able to quickly go from their camp to Otogakure, the Village Hidden in Sound. Itachi didn't feel the least remorse about knocking Sasuke out, though he had the distinct impression that he had made things worse for himself. He knew that, eventually, Sasuke would come back to haunt him. Though Sasuke was not the completely natural ninja that Itachi was, he had determination and hatred on his side- two powerful weapons when you're seeking revenge.

Itachi shook off the feelings of paranoia that seemed to be following him everywhere these days, and kept his mind on his mission. He and Kisame were to find out what, precisely, Orochimaru had planned after he took Sasuke's body, so that if Sasuke failed to kill him when he surpassed him, Akatsuki would be prepared for the worst.

Itachi nestled himself in a tree bough outside the main building in Otogakure, where Orochimaru was likely to be. Itachi, incidentally, had on the course of his travels acquired a useful technique through his Sharingan. This technique, called the Art of Invisibility, allowed the user to move completely unnoticed even right past someone's eyes. Though not true invisibility, Itachi had found occasion where is came in handy.

Itachi rubbed his chin, wondering whether he should abandon Kisame to get closer to Orochimaru. As it had been when they were sleeping, it was typically a bad idea to leave yourself unprotected; amongst ninja, on your own was unprotected. However, this was far too good to pass up... Itachi looked at Kisame, who was (barely) in a tree a few yards away, and pantomimed going down and investigating. Kisame nodded and waved his hand dismissively.

Itachi focused, and performed a few signs. Kisame, whose eyes has been on him, suddenly slid away, like he couldn't look at him. Itachi nodded, and slid down from the bough.

An otonin rounded the corner and didn't even look up as he passed Itachi and went into the building. Itachi followed him, nearly silently, with his katana drawn just in case. He slid past the portiere and into the first room. The building was larger than it appeared from the outside, with three doors in the first room alone. The otonin, who was scribbling madly on a clipboard, went into the door that was directly opposite the entrance. Itachi continued to follow him.

The second room was even larger, full of different ninja weapons: katana, shuriken, kunai, and even a few small bows and arrows. Itachi felt that this would be a good chance to stock up, so he grabbed a few kunai and small, throwing-star-type shuriken. There was only one door in this room, so he didn't need to worry about losing the otonin. He heard the door ahead of him close, and he hurriedly stuffed the throwing stars into his holster and the kunai into his pack, and went after him.

Itachi found himself in a hallway that split off into three directions. He could heard footsteps coming from one of them, but being that hearing wasn't his best sense, he couldn't tell which one. He decided that it was best to use a technique he had borrowed from Hatake Kakashi, his brother's teacher- the ninken. He took a scroll from his pack, made a shallow cut in his skin with his katana, and smeared the blood along the length of the scroll. Rolling it back up, he put his hands together, balanced the scroll along his thumb joints, and murmured, "Art of Summoning!"

Immediately, a dog appeared in front of him. "Find Orochimaru." Itachi whispered, and the dog gave a little nod and set off down the left hallway. Itachi followed, careful to make sure that no one would see the dog. He was quite impressed by the dog's efficiency. Smell, apparently, was far more effective for finding opponents than sight or hearing were.

They came to a door, which Itachi opened. Again, there was a long hallway that intersected with another about mid-way along. The dog turned down the right path of the intersection, which, to Itachi's surprise, led to a double-door. The dog jerked it's head at the door, which Itachi took to mean "He's in there." "Good dog." Itachi murmured, bending down to scratch the dog's ears, but he took off before Itachi could reach him. Shrugging, Itachi leaned against the door to try and hear.

"... must be eliminated." a raspy voice, which Itachi recognized as Orochimaru's, said. "He will interfere with my taking of Sasuke's body if we do not kill him now. I have a lot of faith in your ability to defeat him."

"You flatter me." said a younger voice that Itachi vaguely recognized but could not guess who used it. "I'm not sure I can kill Uchiha Itachi- as you're well aware, Orochimaru-sama, his strength surpasses your own- but I'll try. There have been rumors going around that he's been getting soft. He spared Kakashi and Gai and the rest of the Konoha Jounin when they tried to stop him from coming to Konoha, shortly before Sasuke finally joined you. People think this means he has an aversion to killing..."

Orochimaru gave a harsh laugh. "I assure you, he does not. People who have an aversion to killing don't barbeque ninja with their Ninjutsu." He sighed. "Soft or not, I believe that you can take care of him. As you know, he's Akatsuki's best agent, and it would hurt them to lose him. We might even be able to break into Akatsuki HQ and re-kidnap Gaara, the Kazekage, so we can... heh... give you a new body, as well."

Very politely, the younger voice said, "No, thank you, Orochimaru-sama. I'm quite happy with my own body." There was a pause, and then the voice said, "Do we know where Uchiha and Hoshigaki are?"

A third voice, undoubtedly that of an underling otonin, said, "Yes, Kabuto-san... Er, well, we know where Kisame is. He's sitting in a tree outside this very building."

Itachi's heart skipped several beats. He turned around and dashed down the hall, back to the intersection. If they found Kisame, their cover was blown, and if their cover was blown, they were screwed. Gathering his wits again, he performed several complicated signs, and just as he heard otonin burst from doors around him, he cried, "Art of Teleportation!"

Next thing he knew, he was back outside. "Hoshigaki!" he roared, looking around to make sure no otonin were running at him. "They know we're here!"

He heard a raspy laugh. "Funny thing, isn't it?" He spun around to see Kisame standing behind him. "I knew that as soon as you took off..." He laughed again.

"What... what's your problem?" Itachi asked, suspicious. He held his sword close to him and tensed his muscles, suspecting an ambush. "What's going on, Hoshigaki?"

"I think the more accurate question," said a voice that was now horribly familiar to Itachi, "is what went on."

Again, Itachi spun around. Behind him stood a tall, silver-haired youth, maybe in his early twenties, with a Sound hitae-ate headband and glasses. "Uchiha Itachi." the boy said. "It is an honor to finally be in your presence. I've heard a lot of great stories about you... the man who butchered the Uchiha clan, destroyed countless numbers of the most powerful Missing-nin, joined Akatsuki and proved a match to Hoshigaki Kisame." The boy smiled. "Forgive me, but I do believe that there is more than one person stronger that Kisame..."

Itachi activated his Sharingan, and turned to say something to Kisame. However, when he saw him, he saw a concentration of chakra around his joins and, oddly, his heart. Immediately, Itachi recognized what was going on. "He's dead!" he yelled, charging the reanimated corpse. "But how- I left the room before you-" He swung his katana, which Kisame ducked, and then brought it down on Kisame's shoulder. Kisame's left arm was separated from his body, and the corpse stumbled. Itachi turned back to the boy.

"Who ever said I was in the room?" the boy said, smirking.

Itachi snorted. "So. You used some sort of otonin art to throw your voice and make me think you were in the room with Orochimaru while you were out here, killing Hoshigaki. Clever." Itachi pointed his katana at the boy. "I'm going to show you a little something I picked up from Hatake Kakashi... but before I kill you, why don't you tell me your name?"

The boy's eyes narrowed. "Yakushi Kabuto. I am Orochimaru's right-hand man." He smirked again. "You really think you can kill me so easily? There's more to me than necromancy, you know... Though, I think, that should be more than enough to test you for now." He held out his arms, flicked his right wrist, and then started ceaselessly forming signs.

Itachi heard a roar from behind him, and dodged to the left just fast enough to miss being cut to ribbons by Kisame's sword. Blood was pouring everywhere from his missing left arm, making the ground slick. Using his Sharingan to predict Kisame's moves, Itachi jumped over a slash that was aimed for his ankles, and cut downward with his katana. He saw that Kisame would block, so he pulled his katana back, and got ready to stab with it- but as his feet hit the ground, he slipped in the blood, and keeled over to his left.

Kabuto wasn't stupid, and apparently knew the full range of Kisame's techniques. Kisame leapt forward, clumsily formed several signs, and thrust his hand at Itachi. Water came from nowhere, surrounded Itachi and part of Kisame's arm, and stayed there. Kabuto laughed. "Apparently, you're not all you're cracked up to be. You damned yourself by cutting off Hoshigaki's arm. Oh well." He walked over to Kisame and looked down at Itachi. "Water Prison Technique. Orochimaru-sama will be pleased to be able to finish you on his own."

"It won't reach that stage." Itachi pounded the sides of the watery orb with his katana.

"Oh, it will, if that's how you're going to try and break out." Kabuto worked a few more signs, and Kisame started moving towards the building. "This went better than I thought it would. And to think I was worried about beating you."

Itachi snorted. Kabuto was seriously underestimating him; he wasn't Konoha's youngest Black Ops member ever for nothing. His mind worked quickly, as he analyzed the workings of the Water Prison. His arm is still sticking through the edge of the prison. If... if it were to be pulled out... Itachi, hesitating a little, swung his katana again. The blade struck Kisame's arm about midway down the forearm, separating the hand and wrist from the rest of the arm. Kisame jerked back, and the prison fell. Before Kabuto could make sense of what had happened, Itachi held his katana between Kisame's feet and slashed upwards, cutting his former partner in half and bathing both Itachi and Kabuto in blood.

"I told you." Itachi said, his eyes narrowing dangerously. "It wouldn't get to that stage." He stood, held his katana at arm length, again pointing at Kabuto. "You're next."

"Apparently, the rumors are wrong." Kabuto said, reaching into his waist-pack for a kunai. "You are anything but soft- unless, of course, you are only forgiving to people from Konoha."

"I assure you," Itachi said, "I am not soft to anyone."

This sentence caused a pang of guilt in his stomach. His memory raced back to that fateful day... Sasuke's words came back to him. "What did they ever do to you! They cared for you, raised you, and tried to help you every day of your life, and this is how you repay them!" Sasuke was the one member of his clan he had spared, but Itachi wasn't sure if this was because he was soft, or because there was a subconscious reason for having let his little brother live that he just hadn't figured out yet.

Itachi shook his head, and began to focus his chakra into two places: the first being his eyes, to strengthen his Mangekyo, and the second being the blade of his katana. Staring coldly at Kabuto, who was waiting for him for whatever reason, he performed several one handed signs. "I learned this technique when I fought Hatake Kakashi several years ago. Due both to my skill and the amount of time I've had to train, I've been able to raise it to the 'Raikiri' level. This, my friend, is the legendary Chidori."

Then, without warning, a high-pitched buzzing started to sound and didn't let up. Kabuto looked, without surprise, at Itachi's katana, which was faintly glowing with his chakra. "Impressive." Kabuto remarked, as if he was watching a particularly good ball game. "I don't think even Kakashi can charge a weapon with the Chidori. This would, I'd assume, increase the effectiveness of the move."

"No one has lived long enough to tell me." Itachi replied, his eyes flashing. "And if this fails, I have an entire salvo of equally deadly moves at my disposal. Now..." Itachi said, bringing the katana back into a thrust position. "Time to die."

Itachi charged Kabuto, taking time to note that Kabuto would duck and form the signs for the Art of Substitution. Itachi smiled slightly. He had long noted that some of the simplest ninja arts were the most effective, but no mere Art of Substitution would beat the Mangekyo/Chidori combo. He aimed the Chidori downwards, at the spot where Kabuto would dodge.

Then, without warning, something struck the back of Itachi's head and sent him flying forward. His Chidori pierced Kabuto's stomach, pouring blood over the already slick ground. Itachi rolled head-over-teacups, pulled his katana from Kabuto's stomach, and landed on his back, staring up at the sky. Dazed, he muttered, "What was that?" He sat up and looked behind him to see that not only had Kabuto's body disappeared, but another Kabuto was standing, unscathed, behind where he had been before.

Kabuto smiled. "Not bad. Good thing you spaced out before. It gave me time to create a Shadow Doppelganger and replace it with me. If memory serves, during our own battle Kakashi told me that the Sharingan can't tell the different between Shadow Doppelgangers and the real thing. So, of course, if you didn't notice that I created it, there'd be no way to tell that I was fooling you."

Itachi wiped a bit of blood on the back of his hand. "Damn you." He stood up, feeling slightly winded from the chakra his Chidori had blown. He had more than enough to keep going, but no one could lose that much and not notice. He cracked his neck as a matter of reflex, spit a little more blood on the ground, and sheathed his katana. "Well, then, I won't be able to play games with you. I assume you know about my Amaterasu?"

Kabuto laughed. "How could I not? You destroyed not only three shinobi hunters with it, but also about two square miles of forest." He tapped his temple with his index finger. "And, it goes without saying that I've developed a countermeasure to it. I'd like to see how it holds up."

Itachi shook his head. "No, I won't use it on you. You're not good enough for it." He held up two fingers. "There are two other jutsus that my Mangekyo Sharingan has bestowed upon me. One," he lowered his middle finger, "is called the Susanoo. I won't bother describing its effects, since you won't live to see it. The other," he pointed at Kabuto, "is an extremely powerful technique called the Tsukiyomi. You'll know what it does once I use it."

Itachi stared right at Kabuto, and entered into a long and complex string of signs. Kabuto sneered. "What makes you think this will work any better than the Chidori? Just because your Mangekyo Sharingan gave it to you-" Itachi stopped weaving the signs and held an open hand out towards Kabuto- "doesn't mean that- ugh... y-YAAAAAAAH!" Kabuto let out a blood-curdling scream as Itachi closed his fist.

Kabuto collapsed, foaming at the mouth and twitching uncontrollably. Itachi staggered, as having a massive amount of your chakra depleted in less than a second weakens one immensely. Clutching a hand to his forehead, Itachi slowly walked towards where Kabuto lay.

He was suffering the effects of the strongest Genjutsu illusion imaginable; he had been placed in an imaginary world created completely by Itachi's chakra, and if Itachi had done it right (judging by the immense amount of chakra he had lost, he had), he had been put through unspeakable torture for the upwards of what seemed to be a month. Though it was all in his mind, the human mind is a fragile thing, and Itachi always made sure he broke it quite thoroughly.

Itachi reached for his katana, which slid slightly in his sweaty palm. He paused for a second as he drew it, looking down at Kabuto as he flipped the sword around in his hand. Feeling disgusted at the fact that Kabuto had forced him to resort to the Tsukiyomi, he drove the blade of his sword through Kabuto's face, killing him instantly.

"Good riddance to bad rubbish." Itachi snarled, and he turned slowly and left Otogakure. He was in no condition to fight Orochimaru which he knew this would come down to. But, at least, he had accomplished his mission: he knew now that Orochimaru wanted to steal away Gaara, the boy that had a demon inside him that Akatsuki was performing experiments on. He shook his head again, and without a second glance, walked through Otogakure's front gates.