A/N: Just setting the scene in this first chapter. The idea was in my head and wouldn't leave. Still not 100% plotted out so I'll see where the characters take us.

Kakashi & Itachi are only 4 years apart for this story. Timelines & characters aren't matched identical to the story so as usual: don't like, don't read. There will be time skips and memories. First chapter is set in the past. Others will be set after Kakashi encounters Itachi and Kisame. Rated M because my stories tend to end up in the danger zone. The warning/rating is preemptive.

"I'm sorry, sir," Itachi whispered, feeling truly nervous for the first time in his young life. He wasn't accustomed to letting down those around him. Fists clenched tightly at his side, head bowed, it took every part of him not to shake as he awaited the response from his superior.

A test of physical strength? A battle of wits? Evading multiple fighters and overwhelming them with raw power and skill? All of those he could handle easily… But being 13 years old and romantically pursued by the head of Root? That was new territory that even the legendary Itachi had trouble navigating.

"So you've thought it over?"

"Yes, sir."

"And you're rejecting my offer in its entirety?"

"Yes, sir," his voice trembled slightly. Danzo was not a man to displease, not unless one desired severe consequences.

"Then you're a fool," Danzo said quietly, but Itachi could sense the change in his tone. He kept his head bowed, refusing to look up. Tense muscles were becoming pained as he realized just how anxious he had been, his entire form stiff and rigid while he waited for the backlash.

"I-"

"Don't interrupt me, boy," he growled out. "I said I would wait for you. Until you were ready to be with me, I could still train you. Take you under my wing. You could own everything the hidden leaf has to offer. The head of Root or even the next hokage. I could see to it that you had whatever you wanted. All I asked was that you promise to be mine." He stopped for a moment, before trying one last time. "You won't consider it? Not even entertain the idea? No one could treat you as good as I can, Itachi. You're a prodigy. Few, if any, could give you the physical and mental stimulation that a boy like you would require… for both work and pleasure…" Itachi felt his stomach churn at those words. Danzo had made himself perfectly clear. Itachi, however, couldn't bring himself to reciprocate those feelings.

"I'm sorry, sir. I can't. It wouldn't be right to take advantage of your kindness when I don't return your feelings," his last attempt to appeal to Danzo's human side. Maybe being honest would soften the blow, help Danzo realize that Itachi wasn't going to use him to advance his career when he very well could have.

Danzo didn't appear to appreciate the gesture. "You're sorry?" He smirked. "Of course you are…" His tone suddenly changed back to that of a commanding officer and Itachi hoped this would be the end of the discussion. He finally stood up straight, looking his superior directly in the eye. "For your next mission, I need you to participate in a research study. It will be dangerous, but it's a study to observe thought manipulation and altered memories."

"Won't my sharingan affect the outcome?"

"No, it's precisely why I need you. This is harsher than most other mind control techniques. We wouldn't be using this on simple captives or lower ranked nin. I need to know if this is capable of taking down an S-rank."

Itachi hesitated, considering the potential outcomes, "sir? Is there a chance the study would have a lingering affect on me? I wouldn't want to risk becoming a liability for the hidden leaf."

Danzo smirked. "Scared, Itachi?"

"Of course not, sir."

"Good. Then report back here tomorrow morning. I'll notify the lab that you'll be arriving. Get some rest. This could potentially be a life-changing mission for you…"

Itachi found the comment unsettling, but rewarded Danzo with a small smile for the attempted joke. "Yes, sir. I'm sure a research study would be so drastic."

Kakashi sat perched on the roof of a flower shop just outside the Uchiha compound. Normally one to have a book in his hand, he instead stayed scanning the area, watching for the lone missing member of his squad. Having a prodigy to look out for was hard work, especially when Danzo seemed to be obsessed with the boy.

They spotted one another at nearly the same time, Itachi seeming unphased by the his rooftop stalker. Kakashi hopped down from his spot when the young ANBU operative was getting closer.

"Kakashi-sensei," Itachi said with a small bow, stopping before the white haired shinobi.

Kakashi smiled and waved a hand as if to dismiss the gesture. "Hello, Itachi. Mind if I walk with you?"

"Of course not," the Uchiha responded and he continued towards his home with Kakashi falling in step beside him.

They walked in silence for just a moment before Kakashi couldn't wait any longer. "How was the meeting with Danzo?"

He felt the rapid change in the boy next to him. Increase in heart rate, noticeable change in breathing pattern, the smallest hiccup of a step while he walked which would've gone unnoticed by nearly anyone else. Not an ANBU captain, though.

"He… Danzo would like me on a new assignment. A research assignment."

Kakashi hummed an acknowledgment, but said nothing else.

"I think he'll be removing me from your team. He didn't seem pleased with me."

Kakashi scoffed at that. "You're talented, Itachi. You're also young. Don't let yourself be manipulated by someone else so easily. If he knows he can make you do what he wants by making you question your worth, he'll play that card to the fullest. You're an asset to Konoha as well as the ANBU. Danzo is well aware of that."

Itachi sighed, an uncharacteristic response for the normally stoic shinobi. Kakashi could sense something was off, but couldn't quite place it.

"I think…," Itachi started, "what if it was personal?"

Kakashi couldn't help but smirk. "Personal? You're a hidden leaf shinobi, ANBU and 13 years old. The only personal thing anyone could have against you is jealousy." He tried a different approach when Itachi didn't seem to appreciate the compliment. "Everyone feels they've let their superior down at some point or another. It's completely normal. Don't take any change in Danzo's attitude personally. I'm sure you're just overthinking it."

Immediately Kakashi sensed he'd somehow slammed the door shut on Itachi confiding in him. "Heh… you're right. It's all in my head. Sometimes I forget I'm still just an ignorant child." The white haired shinobi noted the sarcasm, but held his tongue. He'd definitely missed something. "Thank you for listening , Kakashi-sensei."

He stopped and watched the young Uchiha walk up the steps to his home, barely registering their short walk was over. How had trying to reassure the kid backfired?

Years later, Kakashi would feel only remorse and regret. Could he have prevented the massacre? Could he have saved Itachi? He had been just a young shinobi himself, still learning how to lead a squad and read emotions in others not related to combat. That conversation kept him up at nights, wondering what he had missed. If ever given the chance to save Itachi, to try again, he would do so without a second thought.