Thanks to anyone who has read this far, I hope you like what you're reading and if you don't, well, leave a review explaining why, just as long as its not "Oh your character is a mary-sue" or the like. I already know that she is a bit mary-sue ish...I'm still working on that.

Chapter Three:

"You betrayed us, Rei." His eyes swirled into black pinwheels. Mangekyo Sharingan…

"I won't deny the truth." Rei was thankful for the strength of her voice. She would have thought she'd sound much weaker.

Itachi only took one step forward that she could see, but in the next instant he was directly in front of her. His eyes, his voice, the red clouds of his cloak, the way he moved, she stilled loved every thing about him, it made her smile as it stirred a soft memory for her.

His look questioned her, and she looked up at him. "Itachi, do you remember when you first told me that you loved me?" She looked so hard into his eyes for any sign that he remembered, or that he didn't like her to bring it up, but saw nothing. "You were carrying me home from a battle and you told me how stupid and reckless I'd been. Itachi, you said you couldn't bare it if I died, because you loved me." Her voice was soft and filled with the memory, her eyes filling with pleasant tears.

Remaining the same cold assassin he was he said, "Yes, I remember."

"It makes me very happy," She smiled with eyes closed and tears streaking her cheeks. Her happiness though was lost on him, as she knew it would be. But she wanted him to know, needed him to.

Soon her tears stopped and she was able to look at him and ask, "I'm foolish aren't I?"

"Yes," He attacked almost before he finished his answer.

A kunai of her own flew up to block his. Jumping out of the way a moment to late as the bushin faded to mist; Itachi caught her by the wrist and slammed her into the nearest tree. Her chest pressed painfully against the rough bark as he pinned her there.

"What do they know?" He asked harshly tugging her hair to turn her face to the side.

Her eye that could see him flashed to his face then away. "Orochimaru knows where Akatsuki's old hideouts are, and some of the meeting places…" She trailed off.

Pushing her harder against the tree with the full of his own body she could barely breathe. "What else?"

"Nothing important…things we…"She squeaked out. "Did in the past… I didn't give him anything about Akatsuki's plans…he already…" She coughed and tried to breath. Itachi loosened his hold just enough for her to finish, "…knows about the rings, the tailed beasts…" She coughed again and heard him drawn a kunai.

She fought against him as she drew chakra quickly to her back where he touched her and shocked him with a low electric attack. She thanked god that she'd picked up some of the Ishida style attacks even if she never received the kekkei genkai.

Her body tensed for the coming fight. Itachi had disappeared but she knew he would be coming back at her any moment. She felt his attack coming from behind her and turned to defend herself but some how she was knocked down.

Rolling out of the way of the barrage of shuriken and kunai aimed at her, she jumped to her feet firing off three kunai of her own. She followed up the kunai with a chakra filled punch that he easily blocked but she got a kick in that made him stumble backwards.

The opportunity presented its self for her to use her fire jutsu. She flew through the hands seal in the blink of an eye, Snake, Ram, Monkey, Boar, Horse, Tiger, "Katon: Goukakyu no jutsu!"

A spout of fire burst out from her aimed for Itachi, but when it hit dead on she felt neither joy nor pain, just numbness.

"Rei, you can't possibly think that was enough," His voice echoed around her and she felt fairly stupid as she looked back and forth around herself trying to find him.

"Where…"Rei breathed. She caught it, a ripple of fabric receding into the trees.

Not thinking, Rei followed him into the darkness…

Rei lay panting on the ground, she had to resist coughing because of a searing pain in her side where she was certain two or three ribs were broken; she looked to her left and saw the river bubbling past just feet away. Unsure of how she ended up in a ravine that was no where near the original battle, Rei could only guess Itachi brought them here purposefully. When her eyes cast upward once more she saw him standing above her on the edge of the rift.

Did he really try to grab her when she fell from the side? Or was that just an illusion her mind played for her to make dieing easier? He watched her as she struggled to get to her knees.

The rocky ground cut into the bare skin of her legs as she moved to her knees, and dirt stung a large gash on her upper right arm, some where in the struggles she lost her sweat shirt. Spitting out the blood in her mouth made it only slightly easier to get air to her lungs.

A glint of metal in the sun told her he'd drawn a kunai, flicking it from its holster. Damn it…I hate when Sasuke's right…She clenched her teeth.

Just as Itachi disappeared from the cliff a body was at her side lifting her. She stifled a shriek as she looked into Sasuke's onyx eyes for a second before he pulled them both out of the way of Itachi's assault.

"S-Sasuke?" Rei choked.

"Orochimaru asked me to keep you alive. Don't read into it, I still want you dead." His voice was cold.

As they landed about forty feet where Itachi stood, Sasuke dropped her to the ground. She hissed with pain, "Damn it…"

"What?" Sasuke looked at her disdainfully.

"Broke…a couple of ribs," She grimaced, "When I fell…"

"Useless…" Sasuke muttered as he drew his katana from the sheath at his back.

Itachi and Sasuke were locked in their own battle as soon as their blades met. Rei watched as Sasuke fought—rather unskillfully—against his brother. He was blind with rage, and wouldn't win that way. Itachi dodged almost every attack—

Itachi coughed up blood suddenly, Rei forcibly held in a shocked gasp. What happened? What had she not see? Sasuke smirked very calmly. Was he just pretending to be enraged?

As Sasuke pulled back his kusanagi she saw the reddened edge. Itachi stumbled back, before a poof of smoke replaced his body. With small satisfaction Rei heard Sasuke hiss a curse.

Itachi was behind him now.

Something rustled behind her and without turning to look she sensed a familiar chakra. Kisame was behind her. She didn't know what was happening with the two brothers.

She was on her feet even though every moved was laced with pain. Facing the shark man in this condition was highly stupid, but she wasn't going to sit there and die.

"Heh, heh, still spunky as ever I see." Kisame's gravely laugh used to warm her, she never really thought about how scary it could be if you were the victim.

Rei couldn't see how she would be able to fight him as she watched him grab the handle of his Samehada and bring it around him.

"Kisame…It's so good to see you…" She bit back a groan of agony as her side protested the movement when she stepped away from the bulky shinobi before her.

He grinned showing all of his teeth and charged her. She tried to knock him off balance by getting around back of him and slamming into him, then going down to swipe his knee with a strained kick. She knew that Samehada was already stealing away what little chakra she had left.

She jumped away landing horribly as he tried to strike at her with his huge weapon. When she landed she sensed to things, terrible pain in her side, and two more chakras landing in the vicinity. Deidara and Sasori she deduced from the chakra signatures.

They were going to die. There was no way that Sasuke and her would live through a fight with four Akatsuki, and there were probably more on the way to worsen the odds.

"Sasuke!" Rei yelled to him as she put a lot of distance between her and Kisame.

The younger Uchiha landed back to back with her, "Lets get out of here. Now." He ordered as he took of leaping easily up the ravine wall. She followed him ignoring her aching side. She felt the four shinobi coming behind them and ignore that to.

"What about Nobu?" Rei looked back the way they'd come as if the other shinobi would be there.

"He's dead."

Rei looked back to Sasuke and didn't think about they're other member again as she followed him through the thick trees back to Oto. I'm alive…

End Chapter Three: