FLASH BACK!! -le gasp-

(The Italics are what is happening back in the past from Itachis POV and the bold is him talking about it)

Itachi's POV

When I was still in the Uchiha Clan, I became very successful with the techniques. I had to train harder each day so I could gain the power to destroy my clan. But I was still a year away from my plans coming together and the slaughterment that would come.

"Hey Itachi!" The footsteps came nearer and nearer. I turn my head to see my best friend. Uchiha Shisui(1). The boy had his hair messy and was sweaty from a mission, he looked pretty breathless. He still had a smile though and I truly trusted him. He was 15 years old, three years older than me at the time. I looked at his cuts, bruises, and burned skin. He must have been on those ANBU ranked missions. He stops in front of me, inhales and finally cathes his breath. "Hey -pant- do you think you can heal me?My arms are pretty numb and I would appreciate it alot." He does a low smile and looks down at me.

"Sure, Shisui." I said walking slowly with him. We went to the Uchiha training grounds where not alot of members go to. Shisui placed him self on the grass while I dug through my pouch for some bandages, when I founf them I sat down in front of him. "So , how was the mission?" I said while washing away the blood before I placed adheisive strips and other stuff.

"Heh, Sorry but I cant say what exactly happened, but i can tell you it was boring." We laughed. It just saddened me that I had to kill him in about a year. He was understanding and I could trust him with most of my secrets. Wrapping the bandages around his arm I noticed the white chalk color he had to them. "Yeah, the Medic-Nin said I need to take it easy becuase of my arms. I wont have any use to them until the end of the week. I'm sorry if it might effect the training I promised you." My head lifts up to see him smiling down at me. My face felt hot and I looked down at his arm to not show my embarressment.

"It's alright. I need to help Sasuke with his training anyway." I see him nod in approval. Then I noticed I was done and stood up. He did the same thing and we headed back to the clan neighborhood. The path there had a strange place for a forest, and had to be walked around or walked through. Shisui walked in front of me and i followed.

I did not expect the next thing to happen.

Shisui kicked my stomache on to a tree stump where i was seated on the ground with my back pressed to the bark. The older Uchiha walked up to me and sat himself on my lap. His arms moved from his sides useless. The feeling of his body over my erection startled me. He then leaned over and kissed my lips softly and worked his way down my neck.

"What the hell are you doing Shisui?!" My voice was cracked. His head lifted till his nose was on the side of my chin.

"Itachi, I m sorry but I couldn't help it. I guess I got carried away." He said weakly already getting up. But my hand stopped him and I pulled him back down.

"What is it?" He stared at me wondering if there was a reason for his actions.

"I guess I love you Itachi." Those three words made me pause. My hand loosened from his shirt and he stood up. He waited for me to stand also. My heart began to pound faster. I had a crush on him ever since we met but never had the patience to tell him. Before I could speak he leaned over and whispered something in my ear: "Itachi, if you feel the same way, please come back here at 11:00 tonight." With that he pulled out a kunai and stabbed it next to my head. We both stared at eachother speechless, then the two of us made our seperate ways home.

10:57 PM

I had made my decision to come back to that scene. Through my bedroom window, over 7 houses, and across the Madara Memorial Bridge. The only sound I could hear were my feet bending the tall grass and gravel crunching under me. My head looked side to side looking for the shinobi weapon. I was about to turn back to home when I saw it glitter from the moon light, a few trees away. My pace softened. 'Would if he just said that to lead me into some kind of trap? That would mean he knows my future plans and goals!' Then I noticed I was a foot away from the kunai and looked at my surroundings. Retard, he probably thought this was a waste of...time. This feeling felt empty and it heaved over my chest...Rejection?

With a sigh I turn to go home and sleep it off. But I felt something pull my hair lightly and when I turned I saw Shisui.

"Didnt think you would make it." He said with his eyes closed with a smile. The Uchiha still had his bandages on from earlier today. I gave him a dull look and sighed. One of his eyes opened up. "Itachi..." His voice sounded in a husky voice. "Are you a virgin?" My eye brows narrowed into a glare. With a sigh I responeded.

"Yes, Iam." I gave him a puzzled look and he moved closer till my back touched a tree trunk.

"Sorry for the strange question. But I need to know how hard I have to do it." His knee lifted and he placed it inbetween my legs. A small gasp left my lips which gave him enough room to shove his tounge in. The kiss wasn't as soft and special as the last one but god it was sexy. His tounge ran over mine and his teeth would join in on the fun. It was wonderful till he moved back and started to pull my shirt off.

"Take it ALL off." My emotions spilled out a blush across my face and I did as told. When all of it was off I could feel a slight breeze from the north. When I looked back up Shisui straddled me naked to the ground and started to move slowly. I arched back and let a soft moan escape my lips. His head lowered till it was next to mine and he whispered something that made my erection jump.

"Mind if I go lower?" He looked back at me and I nodded in apporaval. Then he leaned toward my neck with a smirk. His tounge escaped his lips which instantly lapped up my skin. Gasps left my mouth as he started to move his head lower. Rolling the skin inbetween his teeth and nipping the delicate flesh. But there was a pause as he came to my left nipple. He tickled the top of it with his tongue then placed the little rock in his mouth. His moist mouth bit it, sucked it, and the sensation made my member touch his. I moaned when his mouth moved away.

He paused for a moment and looked down at our excited selves and smirked up at me. Then moved his head lower till he was facing my manhood.

"Your quite impressive Itachi-san. I almost wish you were the one fucking me..." He said lifting my member and licking a bead of pre-cum. I squirmed, and he placed it in his mouth. His tounge licked my head and sucked it too. It swirled around my erection and lapped my slit. But I was close to cumming when he started to bob his head and I felt me hit the back of his throat. Then swallowed.

"Auugh! SHISUI!!" I look down to see him suck again and lap up my seed. He took my 'impressive' member out of his mouth and started to move up toward me. Three fingers were placed in front of my face.

"Suck." I looked up at him and began to suck his digits. I rolled my tounge over each finger getting as much saliva on them. Without warning he took them out and began to message my hole. My toes began to curl and I wrapped my arms around his neck. I looked up to see him focusing on my body when my gaze drifted to his huge dick. Oh god, what have I done? It was huge, it couldn't possibly fit...could it?

Shisui was eager and slipped two fingers in and started to scissor my insides. My legs stiffened and I clutched tighter. His motions stopped and rubbed his cheek with mine.

"If you cant take the third one, I m afraid we'll have to stop." A toothy grin left his lips.

"Try me..." Shisui froze. He probably didn't expect me to responed. I almost thought twice when he place the third in. My gasps turned to moans and groans instantly. Moving his fingers in me I let out a lustful moan. Shisui's smile turned into a evil grin and went over that exact place. The feeling was breathtaking and without warning he switched his fingers with something bigger. His body came closer and alighned himself in me.

"AHHHH! SHISUI! PLEASE. STOP..." I felt like crying, the pain was horrible. The teen looked down at me with a pleased expression.

"What? Oh, you mean this?" He thrusted in me and a small yelp escaped me. A tear rolled down my eye but stopped at my chin when he licked it off. When I thought it was over he started to increase his speed and pound harder into my flesh. My head arched back and my hands fell from him as he placed both over my head. My neglected cock was wrapped around by his warm fingers. I was at my edge and I had to release now. Shisui was panting as well and returned to my neck, ravishing it with kisses. I couldn't hold back any longer: I released on his stomach. After a few more thrusts so did Shisui.

My eyes were glued shut while it happened and I opened them to see Shisui's arms shaking from the moment. He slowly pulled himself out and did his best to put his pants on. After the two of us got dressed we both laid under a tree and fell asleep.

摢叅摢叅摢叅摢叅摢叅摢叅 (I have no clue what these mean, but the flashback is over σ3σ)

Back to Kisame's POV

"Do you really want to know?" He said in a defencless voice. I let out another one of my smiles.

"It would be nice to know that way we can focus on the task at hand." He lets out a sigh and begins.

"I had sex with my best friend...who is a guy." Itachi responed. He quickly looked away with a blush on his face.

(1) Shisui Uchiha- Im sorry, but I have no clue if this character has a background so I dont know if he's cheerful or not. SO, yeah.