Hidden Leaf Village, Uchiha complex, midnight.

Sasuke, Itachi and Sakura looked around the former local and bright trading area that was once full of life and dexterity. Now the area was reduced to a abandoned wasteland, the doors were busted down, the houses were old and dirty, blood was everywhere even the blood spilled so many years ago was stained on the floors of the complex. Sasuke walked down the main street of the complex, he looked all around remembering the past memories he had as a child before the massacre. Sasuke stops and turns to see his old house, it was in wrecks and it was torn to pieces, Sasuke closes his eyes and goes in.

"I'm sorry Sasuke." Itachi says quietly, Itachi follows his brother in.

The insides of the house were covered with spider webs and rats nests the house was completely trashed. Sasuke finds himself in the living room the spot where Itachi had killed his parents, it was the worst day of his life, nearly being killed himself or not even the Tsukuyomi was close to mimicking the pain he felt. Sasuke takes a minute and morns his parents and his clan.

Sakura holds her hands together and pities Sasuke 'Sasuke...'

Itachi simply stood and kept his emotions in, as he was so good at that.

Sasuke opens his eyes with more fierce energy as if he revenge for his clan was empowering him.

"Let's go, we have work to do if we want to kill the Akuzura." Sasuke says as he leaves the room.

"Right brother." Itachi follows his brother out of the door. Sakura does the same.

The 3 ninja make their way out of the house and into the bloody streets of the complex.

'Sasuke he's in so much pain.' Sakura thinks to herself pitying her teammate from team 7. 'And of course, Naruto him too.' Sakura reminded herself that team 7 was no more.

Sasuke with a breeze he slashes the nearby telephone pole clean off. The pole falls down instantly with the slash and crashes down on the bloody streets. "I will kill him."

"Sasuke?" Sakura wonders who him is.

Sasuke holds his katana to the moon. "I will get you, NARUTO!"

'No.' Sakura was hoping this wouldn't happen the day where Sasuke killed Naruto, or the other way around.

"Sasuke you are in pain, you mustn't push yourself." Itachi says to his angry brother while putting his hand of Sasuke's shoulder.

Sasuke flings Itachi off his shoulder and yells.

"Don't you get it, the cause of our clan's death is in the open, and you don't care?!"

Itachi sighs "Sasuke, Naruto is only an Uzumaki, related to the Senju not a senju himself."

Sasuke scoffs at this. "He's close enough, I'm itching to kill him."

Itachi touches Sasuke's forehead, it was a habit that was never explained, but it always seemed to calm Sasuke down. "Sasuke, try to calm yourself, hasty moves will only result in your own death and more pain."

Another voice comes in, "I am all to familiar with pain", the voice says.

Sasuke, Sakura and Itachi all look up at the roof of Sasuke and Itachi's house, there stood Pain, his cloak flowing in the wind and Rinnegan eyes cutting through the darkness like they were swords.

"Pain." Itachi remarks to the other 2 who didn't really know Pain all that well.

"Are you hurt?" Sakura asks.

Itachi shakes his head "No his name is Pain."

"Pain." Sasuke looks at Pain like he wanted to kill him bad even though he didn't know him well.

Pain talks his voice booming like he was yelling "With the war between Akatsuki, Akuzura, and Konoha reaching farther into destruction, I suggest you surrender now and simply let the Akuzura do what it pleases." Pain says to the 3 Akatsuki members.

Sasuke scoffs at Pain "Hmmf, and you expect us to listen to you?" He debates back.

Pain continues. "If you do not, you will only know pain." Pain says.

Sasuke questioned Pain "What is it that you want anyway, this Akuzura is only meant to restore the Uzumaki clan, not that I don't have a problem with it, but why kill us, that's the traitor Uchiha's job."

"Why, you ask, because the demise of the Uzumaki was caused by none other then the UCHIHA!" Pain says in pain and anger.

Sasuke's eyes sprout big and then clench. "So Naruto wasn't lying." he says to himself.

Sakura tries to make sense of this 'The Uchiha killed the Uzumaki, but the Uzumaki killed the Uchiha after, this is crazy.'

Sasuke remarks back not fully understanding "But why should you care about a good for nothing Uzumaki clan?"

"Because, I am an Uzumaki." These words shot through Sasuke like it triggered a switch that set off a sleeping beast.

'He's an Uzumaki, well with the hair I guess.' Sakura thinks to herself, Naruto and Pain wore the same hairstyle, though Pain wasn't Nagato's real body.

'Nagato is an Uzumaki, I can't believe I didn't figure it out sooner.' Itachi thinks to himself, he wondered why Nagato wanted to help Naruto in the first place and spared him from the tailed beast extraction.

"In that case if you are an Uzumaki then..." Sasuke's points his katana tip at Pain.

"Come, Uchiha." Pain says the wind blew between the 2 signalling a fight was about to erupt.

Sasuke jumps up swings his katana down at Pain. Pain clenches his eyes and at the moment Sasuke's katana reached him a blue force stopped Sasuke from going any closer,"What?" it was like a burst of energy from nowhere.

Sasuke was repelled sightly, then Pain raises his palm at Sasuke

"Almighty Push."

Enormous chakra, wind and gravity repels Sasuke back off the roof and into his own house busting down the wall and making him crash badly in the back wall, the roof collapses above him, but luckily no rock landed on him.

Sasuke was on the ground by some rubble, injured, blood ran from his mouth and body, he was completely overwhelmed by Pain.

"Sasuke!" Sakura goes to Sasuke's rescue jumping on the rubble Pain's attack made fall, the attack also made the roof collapse in so there was a clear shot now.

"Now." Pain holds up his palm at Sasuke who could barely move at all, another attack like that would kill him.

Suddenly a large fireball comes hurdling at Pain, Pain jumps down from the roof not to be hit by the blast. The immense fire crushed the roof, when Pain looked back the roof had been scorched tearing the part hit right off the roof.

Pain looks in front of him by the cause of the fireball, Itachi stood as his opponent his Mangekyou Sharingan active.

Pain and Itachi stood staring at the other with some of the most advanced eye techniques, their cloaks and hair blew with the wind that didn't faze either of them.

"I never thought I would need to fight you Itachi." Pain says.

Itachi smirks. "I guess not leader."

"Playtime is over." Pain quickly swings up his palm and fires his repelling jutsu in Itachi's direction. Itachi jumps to the roof of a building to avoid the attack. Pain's jutsu goes right into the wall behind him tearing the wall up into several pieces with mere wind chakra, the rubble falls on the ground with no resistance.

Pain looks at Itachi and observes his reaction, Itachi wasn't scared of Pain, but his power was a sight to behold.

Itachi analyzes Pain 'Okay, Pain's time between each repelling jutsu is more or less depending on how powerful it is, at minimum it's 5 seconds, therefore if I can draw him to fire a powerful attack he won't be able to stop me if I avoid it, or I just have to strike in 5 seconds.'

'That's a narrow window, but it's all I got.'

Pain only stood looking at Itachi. "It would be wise to surrender now, otherwise you will find only pain."

"Perhaps, but if I kill you I won't find Pain." Itachi says back.

"No, defeating me is impossible." Pain replies.

Itachi's eyes turn to Mangekyou Sharingan. 'I know Rinnegan is the Sharingan's predecessor, but still."

Itachi holds his hand to his mouth and fires a large fireball at Pain "Fire Style Fireball jutsu."

Pain holds out his palm and in an instant the fireball was gone in mere wind.

"He deflected the fireball so easily." Sasuke says observing the attack Pain used.

Sasuke tried to move, but his body wouldn't cooperate. "Sasuke you have to rest." Sakura holds her hands to Sasuke's chest and a green light glowed from Sakura. "This will help."

Itachi jumped and slashes down on Pain with his kunai. Pain sidesteps and avoids the attack, Itachi makes a quick transition to changing his attacking direction swinging his kunai back to his right.

Pain jumped over and around Itachi onto a building roof in order to keep some distance from Itachi.

"The user of the Rinnegan isn't supposed run." Itachi says.

"Merely a strategy, I'm not taking you seriously now or yet." Pain says back.

Pain jumps down on Itachi in the meantime taking out a black chakra rod and pierces it down like a spear.

Itachi jumps back and avoids the rod that cuts the ground like a sword to paper.

Pain continues to run at Itachi with his rod piercing forward like a lance. Itachi dodges them all avoiding the hard spots Pain aimed at. Itachi jumps above Pain and comes down with his kunai in hand ready to slash.

Pain pierces his rod up at Itachi that clashes with the kunai Itachi held.

Pain swings back sending Itachi back, he landed on his feet not taking much damage the 2 just stood at each other looking and staring at the other, even if they weren't using the most powerful jutsu they knew it was a tough battle.

'Brother, just kill that Uzumaki scum.' Sasuke says to himself.

Itachi devises another plan 'Okay, regular taijutsu is useless and so is ninjutsu, so only genjutsu will work, if I can trap Pain in Tsukuyomi I should be able to hold him off enough to defeat him.'

Itachi's eyes rotate and he runs up to Pain. 'I just need him to look in my eyes up close.'

"Foolish Uchiha." Pain holds up his palm and blasts a repelling jutsu at Itachi, it went as Itachi planned, his shadow clone dispelled into smoke.

"A shadow clone." Pain looks to his left and Itachi runs up to attack. Itachi swings his kunai at pain, Pain holds up his black chakra rod and stops the attack down flat.

Itachi and Pain were face-to-face both up close to stop the other's attack from going any further.

"Now." Itachi says.

"What?" Pain feels woozy and the world around him is distorted.

"Tsukuyomi!" Itachi catches Pain in the Tsukuyomi.

XXXXXX

Tsukuyomi World

Pain is chained to a cross.

"ugh...", 'I should have known he'd use the Tsukuyomi.' Pain thinks to himself.

"You fool, now it's your turn to experience pain." Itachi sticks a sword right in Pain's chest.

"AH!" Pain yells in pain.

"Now." Itachi splits into 3 Itachi's.

The world turns reverse colored. A massive amount of slash whirlwinds engulf Pain.

"Amaterasu." Pain burns down in the black fire.

Pain falls as the world turns distorted and mixed up, the colors of the world change at random and the space was distorted like he was in a washing machine. "AHHH!"

XXXXXX

A random place near the Hidden Rain Village.

"Urgh..." Nagato coughs, the influence by the Tsukuyomi was small, but he felt it even so far away.

"Nagato are you okay?" Konan asks.

"I'm fine, but the Deva pain is hurt, it's time for the true power of pain to be shown to these Uchiha." Nagato closes his eyes and he could see through the Deva path once again.

XXXXXX

Only 1 second passed in the real world, yet hours passed in the Tsukuyomi.

Pain's eyes merely moved with horror and pain. Itachi sends Pain flying backwards into a wall with a single kick and down for the count.

Pain was flat on the ground motionless, Itachi stared at the defeated leader.

Itachi speaks to the seemingly dead Pain "You fool, not taking me seriously was the final mistake you made, former leader."

Suddenly around fist comes in a punches Itachi in the back and he goes flying into the ground below them crashing into the walls of the ruined complex.

"Cough, cough..." "What was that?" Itachi stared up at another person in Akuzura cloak he was big and had a weird looking face, the same chakra piercings as Pain did have on his face. He had no hair only a giant smirk on his face that shone on the moon.

"In presence." There was a voice the same as Pain, but that was impossible Pain was dead, or was he?

4 more figures jumped down, one was a man his hair was tied back the same chakra piercings on his face, he had the same orange hair as Pain did.

The second a man long orange hair, the same piercings as Pain.

The third a man that had about the same hairstyle as Pain orange as ever, he had the same piercings too.

The 4th a woman, about a teenager, the same orange hair in a wavy style with a ponytail on the lower back, a cross between the first and second animal path's hairstyles. the same piercings.

"1,2,3,4,5 what's going on?" Itachi asks.

"In presence, the 6 paths of Pain." The original Pain that Itachi was fighting was there too.

"6 pains?" Itachi says in awe.

"Impossible." Sasuke adds.

"Know pain." All 6 paths of pain said in unison.

"Fire Style, Fireball jutsu." Asura path says.

"Water Style, Hydro Release." Animal path says.

"Earth Style, Mud Shot." Human path says.

"Lightning Style, Bolt Strike." Naraka path says.

"Storm Style, Draining Stream." Preta paths says.

"Wind Style, Almighty Push." Pain says to complete 6 consecutive attacks.

6 different chakra nature attacks collide head on with Itachi. The Rinnegan granted access to all the forms of chakra therefore each of the paths could use different natures chakra.

'That was close.' Itachi was merely a substitution jutsu the real one stood on a roof nearby the 6 paths.

"So you avoided the attack." Pain turned his head though he knew Itachi was there all along.

Itachi stared at now not only 1, but now 6 opponents.

Itachi closed his eyes and took a deep breath. 'Focus, there are 6 opponents now and I could barely defeat one, but 6 pains how can this be.'

Itachi didn't have much time to look as the Asura path had sneaked up behind him without making a sound and the path throws a punch at Itachi. Itachi jumps and unleashes a fireball from his mouth at the path while upside down. The fireball exploded in the Asura path's face. In the burning fire the path was still unharmed, it would seem that the Asura path had resistance to fire style attacks.

Itachi lands and analyzes. 'That Pain didn't take much damage, it must have extraordinary defenses, by the looks of the inside it's not fully human either.' Itachi scanned the Asura path with his Sharingan analyzing the chakra.

Suddenly another punch comes right at Itachi and nails him in the stomach, the Naraka path had come behind him and nailed him. Itachi is sent flying onto the ground. 'Urgh, damn it, he hit me hard.'

"Give it up, you cannot win." Pain says.

"Brother!" Sasuke gets up and runs to his brother. Sakura gets in his way. "No Sasuke you can't!" The Uchiha's energy flowed through him purple energy arose from Sasuke's body the shape of a warrior was taking place, Sasuke's Mangekyou Sharingan was active and ready to be used.

'It can't be.' Itachi says looking at his brother. 'Though this might be our best chance on taking these 6 down.'

"SUSANOO!" Both Uchiha call out the power of Susanoo the purple and red energy armored warriors roared with the energy of the Mangekyou Sharingan.

"What's this?" Pain was shocked at the power the 2 had.

"Now." Sasuke's susanoo swung its sword at the Animal path who jumps down from the roof to dodge the attack.

Itachi's susanoo aims at Pain and attacks, Pain holds his palm out and the sword stopped the moment it reached him. The repelling jutsu sent the sword flying back.

"Hmm." Itachi's susanoo smashes the ground with power making the ground erupt in flames of Amaterasu.

"The inextinguishable black fire." Pain says in panic, all 6 Pains jumps back to avoid the black fire that would torch them if caught they regroup on a roof.

"The black fire of Amaterasu is frightening." Pain says.

"But it's no match for." Pain holds out his palm at the black fire. "Almighty Push!"

Pain's repelling jutsu sends all the black fire spiraling backwards. The 2 susanoo's stick their swords into the ground in order to not be blown away by the intense chakra Pain had.

The Amaterasu was gone, not extinguished, but blown out of the area too far to harm Pain.

"Sasuke." Itachi and Sasuke's susanoo's unleash large blasts from their swords all aimed at the 6 pains.

"Scatter." The 6 pains scatter in 6 directions avoiding the giant blast that could vaporize a lake to vapors.

"You won't escape, Uzumaki..." Sasuke's blade comes down on Pain, Pain jumps and holds up his palms. "Foolish mistake, again Almighty Push." Pain's gravitational jutsu sends Sasuke's susanoo flying back and into the walls of the ruined village the wall collapses behind him.

"I thought the Uchiha were stronger then this." Pain says mockingly.

With this Sasuke's susanoo vanished, he couldn't keep it up any longer.

"Ugh..." Sasuke coughed up blood from the massive chakra he used.

The Human and Naraka paths come up to finish him. The Naraka path readies a punch, but suddenly Sakura comes bolting down on the Human path with a heavy punch smashing the path into ground and knocking him into a state of complete shock and paralysis. This distracted the Naraka path, Sasuke rams right into the Naraka path with chidori and sending it right into the rubble from the buildings around them.

XXXXXX

"Arughhh."

"Nagato?"

"2 pains have been broken, the Human and Naraka."

"Those Uchiha?"

"Yes, I'm almost out of chakra, I'll order the rest of the pains back here."

XXXXXX

"We shall meet again Uchiha, I guarantee it." The Animal path hits the ground with a jutsu and in puffs of smoke all 6 pains were gone.

Itachi disengages his susanoo and comes to Sasuke and Sakura who just recovered.

"Are you okay?"

"Yes brother."

Itachi gives a smile to Sasuke, Itachi hadn't smiled in some time, this was the first time he had battled with Sasuke instead of against him.

Suddenly Zetsu phases in. "Well what happened here?"

"An encounter with Pain." Itachi says.

"Tough luck Pain really made a mess."

"Well Obito wants us back, lets go."

"Understood."

Itachi, Sasuke and Sakura leave the destroyed Uchiha complex that was just destroyed further it was now a wasteland.

'Uzumaki you will know pain.'

So yeah, I always loved the idea of the 6 paths of pain, I gave each of them a different chakra nature that has nothing to do with themselves whatsoever, thought it would be interesting.

I've seen many votes on who's the strongest Akatsuki member, Itachi or Nagato/Pain, this was the first of their battles, what's next?