FLASHBACK ( the whole story is based in the past... these events lead up to the final fight between Sasuke and Itachi)

As soon as the dark haired girl came into the main Akatsuki's common room with their leader Pein, Itachi knew there was something about the girl, she had him confused…

"Why would someone like her, work for the Akatsuki?" He thought

Pein saw the look of confusion; he started to speak, slowly and loudly

"Everybody, this here is Meiko. She is here is because her parents were killed… and now she wants to avenge her parent's death."

He did not reply…Itachi's brain was working to its max… "Judging by the tone of his voice and his slight increase of breath and his hesitation…" he thought "Hmmm…he's hiding something"

But the other members bought it, they nodded and all made some hand signs and vanished to their rooms. They had missions to go on tomorrow and couldn't keep their eyes open.

But only Itachi remained, he looked at Pein and knew that he had let this girl enter the Akatsuki for a reason. And it was not because she wanted revenge…

"Itachi, before you go can you take her to her room?"

He snapped back to reality, he was so caught up in his thoughts to see that the girl was standing next to him. With his usual reply…

"Hn"

With that they vanished, they ended up in the long, torch lighted, corridor. They walked for a while, the sound of their shoes on the stone floor echoed through the endless looking hallway. The torch casted one long shadow and Itachi stopped.

"What's wrong?" she asked

"Nothing" He said quietly

His brain again working frantically again "where is her shadow? Is she even human?" "This is all too strange… something is wrong."

They continued to walk and then he stopped again but this time in front of a wooden door.

"This is your room. " He said shortly "Mine is next door."

Kenta nodded but before she could walk through the doorway…

"That story about your parents getting killed and you wanted to get revenge is a lie… right?" He asked

She still had her back to him, a smile formed on her face. "Not bad…" she thought. She pushed the old door open and steadily walked through muttering a "G'night." The door creaked shut.

Itachi shrugged and kept walking to his room…

The next day came …. Itachi walked along the corridor and passed Kenta's room. He stopped outside her room, he felt a strange presence. It was coming out of her room, a chakra signature he did not recognize. He didn't know what to do so he just kept walking down the corridor. The sound of footsteps faded and silence was soon restored.

Meiko stood facing the door and she knew it was Itachi outside her door. She did not want to confront him, especially when Itachi knows that her story was fake.

She walked to her mirror and saw her pale reflection. She looked at the perfectly shaped face, her dark brown eyes with flecks of gold circled around her iris. Her long brown hair, which passed her shoulders, lay neatly on her back. She sighed and walked out of her room and went down stairs. Meiko wanted to explore the head quarters and did not want to transport herself downstairs. She walked down the stairs carefully and walked into the Akatsuki's kitchen.

No one was to be found. "Oh great! I'm alone again!" She walked towards the counter; a sheet of paper caught her eye. It said:

Meiko,

Meet me in my office

Pein

"Huh…What now?" She dashed towards the office, sensing immediately Konan and Itachi's chakra signatures. She opened the doors and walked in. The room was brightly lit, the walls full of maps and little flags to mark the destination. The room was neatly tided, no sign of plies of papers on the desk or books lying open or the overflowing of the trash can.

"Wow, he is neat… not like before" She smiled. She sat down next to Itachi; she gave Konan a smile and a brief nod at Pein, to let them know that she was ready.

"Well, Itachi…both Konan and I knew that you didn't believe a word of what I said last night" He paused and looked at Itachi, hoping to look for anything to give away what Itachi was thinking. And again was disappointed as always to see nothing behind that façade he wears. He continued…

"I believe you deserve the explanation because after all it is your mission to protect Meiko." Pein said slowly. Once again searching his face but ending up finding nothing

After a long while Itachi finally stood up and said "I Understand what you want me to do… and no need to tell me anymore…" "I know who she is and what she is."

Meiko, Pein and Konan smiled. "Bravo" Meiko clapped slowly "I wouldn't have expected anything less from the great Uchiha clan…"

Itachi smirked "Well, it was obvious that her spirit was resurrected from the dead. I noticed that from the first day, when I saw that she did not have a shadow." Itachi continued "Let me guess, this sprit you put in this body, is the guardian of the gates?"

" Indeed it is" Pein nodded approvingly "your observational skills are truly remarkable and still are able to amaze me" Pein smiled

He was about to speak when Konan spoke first. "Itachi and Meiko, you may go now. I sense tension in the common room is growing. Please sort it out." Pein smiled again "Hey!" he said mockingly "I was about to say that…" "Before you go, Itachi, I'm guessing you know who you're protecting Meiko from?"

"Yes, I do…" Itachi whispered. "Orochimaru" thought Itachi

With that, Itachi and Meiko transported to the common room. Once they got there, the common room the place that was once quiet and peaceful had turned into a battle field.

Tobi was running for his life because Kisame was swinging his sword frantically at him yelling "COME BACK HERE YOU IDIOT! I'LL KILL YOU!" Tobi kept replying "TOBI IS A GOOD BOY! DON'T HURT TOBI!"

Sasori and Deidara were competing in who was the better artist. Deidara yelled "Explosions are true art! It symbolizes death and destruction!" Sasori refused to back down and yelled back "NO ITS NOT! True art is using your imagination to create something useful!"

They stopped yelling and glared at each other, it seemed that the art debate was over and it had turned in to who can glare at each other the longest contest.

Kakuzu was counting his money; sitting next him was Zetsu, his black half was eating raw meat while the white half was watching TV.

Hidan sighed "GEEZ! CAN YOU ALL SHUT UP! I NEED QUIET TO DO MY RITUAL!"

Everyone stopped what they were doing: Kisame froze while strangling Tobi, Sasori and Deidara stopped their glaring competition, Kakuzu stopped counting his money and Zetsu stopped eating the piece of raw meat and ignored the TV. They all finally noticed that Itachi and Meiko were standing by the door.

Hidan was pleased with himself, that he got everyone to be quiet. Then he remembered that this was the first time he got them to be quiet and he knew that it was too good to be true. Tobi walked over to Hidan and whispered into his ear. He turned around and saw Itachi and Meiko standing at the doorway with amused looks on their faces.

"Is it like this every day?" Meiko smirked She took a long look at everyone, they were looking at her and it was clear to see they were all enchanted by her beauty.

"Yup. Pretty much… except yesterday- it was karaoke night" Itachi smiled at the image of all of the s-ranked ninjas dancing and singing, especially Tobi.

"C'mon. Let's go train Zetsu." Kakuzu said breaking the silence

"Hey wait for me I'm coming to!" Meiko ran after them

"Are you coming Itachi?" Meiko playfully, she loved to tease the fact that Itachi has to go where ever she went

"Fine." Irritated that he had to follow her, he walked behind her. Towards the training room.

At the secret akatsuki's training room

While Zetsu and Kakuzu were sparring Meiko observed every move that was made. She sat on the floor not moving at all while Itachi stood there leaning against the wall looking like he had better things to do.

Meiko then stood up suddenly, an idea hit her. "Itachi I want to spar against you" She said calmly "This will spice things up." she thought

Zetsu and Kakuzu stopped and stared at each other

"Are you serious?" they said at the same time, both highly amused

A smile slowly creped on Itachi's faced and said "Hn. Are you sure?" also clearly amused

"YUP!" she said smiling; she was eager to use her chakara and was eager to test his abilities, this was going to be one interesting morning.

He walked on to the court and stood there waiting for her to face him. Kakuzu and Zetsu walked on and sat on the side to see who would win.

The Spar had begun, Itachi didn't move He just said "Ladies first."

"If you insist" she said while giving him an evil glare

"This is going to get interesting" Zetsu's white half said