(It's been quite a while since the last update. I always say the semester won't be too bad, and then boom! It gets bad. But now it's over, and I'm free, and I've whipped up a chapter for you. It's a flashback chapter focusing on those filler episodes that showed Itachi when he first joined ANBU and worked alongside Kakashi. Remember those? Pretty good episodes actually. I know you guys also love flashback, somewhat happy Itachi, so here you go. I didn't want to rush the Kazekage arc, but the next chapter will continue that one for sure. It's about to get intense. A possible reunion?

Also, Itachi joins ANBU when he's 11. The massacre occurs when he's about 13. So in this chapter he and Kokoa are only friends. They have feelings for each other by now, but no one's said anything or made a move. I want to say they get together maybe a year or a little less before the Uchiha massacre. Just a heads up in case you're wondering where they are in the relationship. I'm done rambling now, so go forth and read!)

"Are you nervous, Itachi-san?" a young Kokoa asked, sitting beside the boy, both pairs of feet dipped in the cool lake.

"Nervous? Why, should I be?" he asked.

"Yeah, I think so."

"You seem more nervous than me, Kokoa."

"Because I am!" She leaned forward, hugging herself tightly. "ANBU. You're joining ANBU. That's a big deal!"

"I guess, but I'm excited," he said. "Curious too."

"So you get to have fun while I panic?"

"I'm sorry." He laughed softly. "I don't want you to worry. I'll be fine. They say it'll be a good learning experience. I'll get stronger so I can protect you and Sasuke." He smiled that smile of his, eyes shut, head titled, assuring Kokoa it would all be fine, though deep in his heart Itachi couldn't deny that he was quite afraid of what such a high ranking would bring.

He stepped into the locker room full of ANBU members, a box of his belongings balanced in his arms. Itachi stood in place, heart suddenly racing. Kokoa's worry clung to him. A bit of nervousness was to be expected, but was she right to overreact? Should he be as worried as his friend? He cleared his throat, forcing himself to speak up.

"I've been assigned to ANBU starting today," he said. "My name is Uchiha Itachi." He glanced at each face. "I would appreciate your guidance."

"So you're the one?" Yamato strolled over. He showed Itachi to his locker. The other shinobi whispered among themselves.

"He's the one?"

"He's only eleven-years-old."

"That makes him the youngest ANBU ever, right?"

"Team Ro is to assemble at the Third Training Ground in five minutes," Yamato said. Itachi, who quietly stuffed his items into the locker, peered over, catching everyone's eyes.

"Hai."

"You look sick, Kokoa-chan."

"I'm fine, Sasuke." She forced a smile. He crossed his arms with a pout. "What?" she asked. "What! I'm fine!"

"Liar."

"I'm just nervous is all." She turned her face, trying to play it cool.

"About Ni-san?"

"Ah. His first day as ANBU. It's a big deal for shinobi. Not everyone gets to do that. He's so young too."

"But he's strong. Ni-san will be great. I believe in him. Don't you, Kokoa-chan?" He tugged at her shirt.

"I do. I do, I swear. I just...putting himself in more danger like that…"

"He's strong."

"Yeah…" She inhaled deeply. "Let's busy ourselves with something, Sasuke. I'll go crazy just sitting here waiting for him. How about some dango?"

"Yes, please!"

Itachi approached the training grounds in full gear, mask and all, as instructed. Hanging in trees, some of the ANBU launched shuriken and kunai at the Uchiha. He evaded each attack with ease, but found himself frowning behind the mask. Just how far would they go to see his if he was worthy?

"Oi, what's the meaning of this?" Kakashi asked, joining the crowd.

"Just wanted to see if he has what it takes to be one of us," a man answered.

"You have a problem with your superior's decision to add him?" Kakashi crossed his arms.

"It's - it's not like that," he replied.

"Haven't you already sensed that he isn't ordinary?"

'Isn't ordinary...' Itachi was never fond of that idea, that he was too different, too above everyone. Always praised in class and set up on a pedestal within the Uchiha, he was already tired of living bound to everyone's expectations. Even Sasuke held him to a certain standard. The only one who never seemed to care about that sort of thing was Kokoa; however, he was still a ninja. There wasn't time to pout or whine about what people thought. He had to face it.

"I'm Kakashi." He turned to Itachi. "I'm the captain of this team. You're new, but I need you to learn ANBU rules and formations quickly."

"Hai."

"Making an exception for someone so young is unusual for ANBU," Yamato said quietly to Kakashi.

"Danzo-sama recommended him."

"Oh? He doesn't fit the mold though."

"What do you mean?" Kakashi asked.

"Danzo-sama has his own list of criteria when it comes to ANBU and Root members."

"And?" Kakashi pressed.

"I…" Yamato eyed Itachi. "I just can't see him…"

"I started my duties today."

"Is that so?" Fugaku said, sitting across from his son. "That's my boy. I'm very proud that you've joined ANBU." Itachi bowed with a kind smile. "But you must never forget one thing: before you are a Leaf ANBU, you are first and foremost Itachi of the Uchiha."

"Hai." Itachi gazed off to the side, wondering when or if his father and other Uchiha would step away from old tradition; when they'd see things as they truly were and worked for a new future, not one shrouded in clan custom, conflict, and politics.

"The Uchiha have been entrusted with Konoha's security," Fugaku said, "but because of that, our clan has been relegated to living outside the village boundaries. It's crucial we have one of our own there. I'm counting on you, Itachi."

"Uchiha Fugaku stood out as one of the shrewdest security captains over time. I'm not surprised he's your father," Danzo said. Itachi kept quiet, kneeling before him in uniform. "Because Konoha ordered the Uchiha outside the village limits but allowed them self-governance, we cannot interfere with their matters. Therefore, we need our own set of eyes and ears there." He decided against telling the boy anything about his Kuroki friend and her father. Danzo had no problem admitting to using Itachi against his own clan, but Kokoa, he handled it with care. "I'm counting on you, Itachi."

Just as she leaned over to shut her bedroom window, Itachi stuck a hand in between, catching it just in time.

"Itachi-san?" Kokoa stumbled back in surprise. "It's so late. After not seeing you earlier, I figured you'd be tired by now."

"You're right, I was busy, but not too tired that I couldn't come see you." He moved in, gently stepping off her bed.

"How was it?" she asked.

"I tried not to be nervous, but what you said kept bouncing in my head." He tapped his skull.

"So me being nervous made you nervous?"

"Ah."

"I'm sorry! I couldn't help it. It's just - you're younger - and they - "

"I'm glad you were worried."

"Hu?"

"It means you doubt me a little."

"Doubt?" Kokoa tilted her head, confused.

"Everyone's always so…" Itachi scratched his cheek with a sad laugh, "so sure I'll be fine with everything I do. The fact you worry...that you see my flaws…" He left it at that.

"Well of course. You're not so perfect. You're picky and weird. Shall I get my list?" Kokoa cracked a grin. "I worry because you're my best friend and this is something new for you. I worry because regardless of how awesome you are, you're still human. I worry because -" She swallowed hard. Because I love you. "Because...I don't want to put up with your whining if you get your butt kicked."

"Hn, thank you, Kokoa. I appreciate your kind words."

"Hai, hai." She stared at her feet. "Does this mean we'll get even less time together?"

"Maybe." His smile faded. "But I'll make time. I'll figure something out. I won't just forget you, even though you're sooo beneath me now."

"Hey! I'm trying! I may not be ANBU, but I'm good – "

"Yes." He stepped closer. "You're more than good. Don't you ever forget it. One day everyone will appreciate your abilities. One day I'll need you. I'm counting on you, Kokoa."

Kokoa strolled through Konoha with a tiny box in hand and the slightest bounce in her step. She paused, blinking to make sure that it in fact was Itachi walking her way.

"Kokoa?"

"I was wondering where you'd be, Itachi-san," she said. "I was bored and thought I'd try making some monaka." She held out the box of sweets, wafers stuffed with an azuki bean filling. "Some are a little messy, but they taste great - or - to me at least."

"Arigato, Kokoa. But I can't right now." He gently pushed the box back towards her. "I was just assigned my first mission as ANBU. Top secret. I have to meet up with Kakashi-san."

"Oh." She held the container to her chest. "Of course, of course. Your first mission, huh?"

"Hai. I'm truly sorry. I don't mean to deny the gift. Save them for when I get back?" He started walking.

"Sure, sure. Maybe I'll make something fresh." She managed a smile. "Be careful, Itachi-san."

"Arigato, Kokoa." He was gone.

Kakashi and the young Itachi hid up between the winding branches of a tree, keeping an eye on the Konoha team they were to protect and waiting for the enemy to show.

"People are surprised you're part of ANBU." Kakashi broke the silence.

"It's because of my age," Itachi said.

"That and...you're not like others. And by that I don't mean your abilities. You're strong, there's no doubt about it."

"So then…?"

"I don't know. Maybe I'm just rambling." Kakashi rubbed his face with a sigh. "I meant to ask you, who is that girl you're often with? You ran into her before coming to meet me, no?"

"Oh, Kuroki Kokoa," Itachi said with the tiniest of smiles. "She's my best friend. Well, Uchiha Shisui is, though he's more of a brother."

"Kuroki, huh?"

"What is it?"

"Nothing, nothing. It's just her father was a powerful and dangerous shinobi that Danzo-sama wasn't too fond of."

"Kokoa never knew her parents. She doesn't know anything about them." He glanced away sadly.

"She doesn't know anything?" Kakashi asked.

"Nothing."

"I see." Kakashi decided to drop the subject. The last thing he needed was the Uchiha digging around for answers, answers that even Kakashi himself didn't have. "Hey, let's get ready. We should be off soon."

By the end of the mission, enemy shinobi littered the ground, some dead, others injured and defeated, and while the normal Konoha squad was content, ANBU were ordered to ensure total annihilation. Pulling out his small blade, Itachi moved to each body, finishing off any survivors. He paused before the last one, gazing down at him with hooded eyes. Who was he to take a life? A child, yes, but he was also a shinobi, Uchiha Itachi of Konoha, and by being so, he vowed to protect the village no matter the cost; swore to protect it for those he loved. He adjusted his mask before delivering the final blow.

"Not to worry, Captain," he said, confronting Kakashi and Gai, who was part of the basic squad. He tightened a bloodied fist around the red stained blade. "No enemy survivors remain."

"Good job, Itachi," Kakashi said. "I'm going to report to Danzo-sama. Your part of the mission is over."

Itachi watched the Copy Ninja disappear. He looked down at his hands, open palms facing up. The very hands which took lives protected them just the same. He tore his eyes away with a frustrated grunt. Perhaps Kokoa was more worried about what ANBU would do to his mind and heart rather than Itachi's physical body. He understood the darkness ANBU and Root carried in their hearts, what it meant to obey and fulfill any and all orders.

"Danzo...sama..." The old man had recommended Itachi, said he was Konoha's eyes and ears within the Uchiha, and now he knew Danzo may have had dealings with Kokoa's father. Konoha pulled from one side, and Fugaku and his clan pulled the other. Already, Itachi felt himself split. The weight on his shoulders and in his heart grew heavier, and he couldn't shake the feeling that things would only get worse.

Itachi sat in the grass, knees up to his chest, chewing on one of the monaka wafers Kokoa made before he set out on his mission. She insisted on making something new upon his return, but he insisted they were fine and she didn't have to go out of her way for something so simple. The box of sweets sat beside him as he ate one after the other.

"I know you like sweets, but I'm starting to think you're a nervous eater, Itachi-san," Kokoa said, lying on her back a few feet from his right.

"What do you mean?" He licked a bit of filling off his thumb.

"Something's troubling you."

"Oh no, there's nothing –"

"Come on. Can't fool me, I-ta-chi-kun." Kokoa rolled over onto her stomach. She shut her eyes at the warm breeze. "What is it?" she said softly. Itachi said nothing, focusing on his cookie instead. "Is it ANBU? Do I have to beat someone up? Because I will!" She sat up, legs crossed, eyes on him. Itachi never looked her way, shoulders hunched, swallowing his snack. Kokoa crawled over and knelt beside him with her hands in her lap.

"Itachi-san?" she said. He finally faced her, gently brushing part of his bangs behind an ear. "Did something happen? You can tell me."

"I'm…tired is all. Just tired."

"What of?"

"Hm?"

"You don't mean the normal sort of tired," she said.

"How do you know?"

"I just do. I can – I can feel it. You're…you're sad."

"ANBU is different. A lot more different than what we're used to."

"I see."

"I have ANBU telling me what to do on one end, and my father doing the same on the other."

"So it's the Hokage and the Uchiha both fighting over you."

"In a way, yeah. And my clan doesn't have the best of relationships with the higher ups. It's messy business, and I'm getting to see it up close for the first time."

"Is something going to happen?"

"No. Not now at least. I honestly don't know what's to come."

"Well you can't see the future, even with those fancy eyes."

"You never know until you try, right?" He turned away with a quiet laugh. "Mmm, Kokoa?"

"Naaaani?" She leaned back for a more comfortable seat.

"You said you never knew your parents. So you don't know anything?"

"Like I told you a long time ago, I only know they were killed in action. I...I wish I knew more, but there's nothing." She sighed sadly. "Why ask all of a sudden?"

"I was just thinking how I told you you'd find the answer one day. Now that I'm ANBU, I thought I could help."

"Really!" She nearly fell over. "Itachi-san, if you can - that would be - I'd owe you!"

"I'd do it because it's you, Kokoa. You don't owe me anything. You deserve to know."

"Still."

"I'll have to see if I can. It may not be so easy. I'll do what I can though."

"Arigato. Just the thought of it - thank you, Itachi-san."

"Ah." He stared off into the distance, a silence hanging over the two friends. "Hey, want to spar?"

"Sure. It's been a while," she said, jumping to her feet. "Maybe I can finally beat you in tai-jutsu since gen-jutsu is out of the question."

"Your gen-jutsu isn't that bad, Kokoa."

"Yeah, but compared to yours, it's sad really. Besides, I prefer hand to hand combat. If I ever beat you, it'll be with my fists!"

"Oh? Bring it on then, Kuroki."

"As you wish, Uchiha."

"What has you so anxious?" Mikoto asked, stepping over to her husband. She glanced over to make sure their bedroom door was shut. "Is it Itachi being an ANBU?"

"Part of it, but…"

"But?" She nudged him playfully. Fugaku sighed and made his way over to his side of the bed. Mikoto followed, crawling in beside him. She stared at him until he sighed again and shook his head at her.

"He's been with that girl again."

"Dear, they've been friends since the academy. Did you think he stopped seeing her?"

"Well no, but sometimes it feels like he's with her more than he should be."

"They're just friends. They spar. Sasuke goes out with them a lot too. Why so upset about it?"

"I'm not upset about him having a friend. If anything, I'm surprised Itachi's so close to someone other than Shisui. It's just - well she's Kuroki."

"You never told me the whole story about that." Mikoto inched closer, resting her head against his shoulder.

"Her father, Akihiko, wasn't a fan of Konoha, and the elders didn't like him much either. We Uchiha already have our own issues with Konoha. If Itachi gets involved with her it'll just bring us more trouble and suspicion. It's nothing personal against her. I'm sure she's a fine shinobi. She must be. Her father was quite the man."

"But Dear, she's not her father. He's dead, right? She's just a poor little girl who seems to be a good friend of Itachi's. You know our son has trouble making friends. He's always been a little off. This is good for him."

"You just want to find him a girlfriend, don't you?" Fugaku said.

"I mean I wouldn't complain if it happened." She giggled into her hand. "Our Itachi is a good boy. He's working hard for you. Let him have his friends. If anything regarding the Kuroki girl happens, then you can intervene."

"Tch, you're too soft, Mikoto."

"You're too stubborn."

"Oi, I'm not against him having friends. I just don't want any trouble from Konoha. They'll jump at any chance to cause us Uchiha trouble. Akihiko's child could be it."

"I understand. We'll have to wait and see. Nothing's happened yet, right? No need to stress yourself out more. You have other things to manage."

"I suppose you're right."

"Come on. Get some rest while you can."

Shisui spotted his friend sitting with a few weapons spread out before him. He strolled over and stuck a hand in Itachi's hair.

"I'm so proud of you, working so hard, Tachi," he said. Itachi swatted his hand away.

"Must you always do that?" He fiddled with his ponytail.

"Yes." Shisui sat across from him, chin in hand, smiling at the younger Uchiha. "I meant to ask you something a while ago."

"Oh yeah?"

"Like a super long time ago. I'm talking years, Tachi."

"Ok?" Itachi set his kunai down.

"Who have you replaced me with?"
"Replaced you? What are saying, Shisui?"

"Your other friend, Itachi. Sometimes you're with her more than me." Shisui crossed his arms with a pout.

"She hasn't replaced you, Shisui," Itachi said with a sigh. "We've been friends for years. You just now realized?"

"No, I said I've been meaning to ask you for a while now."

"She's just a good friend. She doesn't have any family or anyone around, so sometimes I spend more time with her because...well no one wants to be alone." He picked up another kunai. "And Sasuke loves her too."

"Why don't you bring her around here more then?"

"She's not an Uchiha."

"You're right. Fugaku would have a fit if some girl was creeping around." Shisui shook his head. "I guess I can't blame you. What's her name at least?"

"Kokoa." He smiled at her name.

"Will I ever get to meet this mysterious kunoichi?"

"I'm sure some day."

"Itachi, you kill me. She must be pretty darn cool if she's hogging all of your attention." Shisui picked up a shuriken, twirling it around a finger. Itachi snatched it away from him, teasingly sticking his tongue out at him. He dropped it back with his other tools.

"She is. She really is."