I don't own Naruto nor do I make money from it.

AN: Another small side story involving Pein's past. You don't have to read this if you don't want to. I've been going through editing the first couple of chapters, changing a few things and dialogue, nothing major. I'm up to ch. 5 and I'm going to edit those first 5 chapters as soon as I post this. I hope you guys will accept my apology for taking so long with the updates. I've had a lot of issues with my health lately as well as just feeling uninspired in general. I'm about 4 pages into the next chapter of the main Seaswept story, so it's coming after I finish doing a cross over writing challenge on ygal. Please be patient with me.

Summary: Captain Pein was not always a bastard. He was once a child named Yahiko.

Bitter Beginnings

Pein jerked awake, sweat coating his body in a fine sheen. The images still playing in his mind brought a near physical ache to his chest. He pressed his hand over his heart and willed the mad beating to calm before standing, pausing only to light his pipe before making his way out onto the deck. The fresh air, containing a hint of salt, did little to soothe the bitter ache brought on by the rush of things he would rather forget.

A quick glance to the helm showed Itachi manning the wheel. It was rare to see him about this late. Kisame generally made a point to keep the younger man occupied, though Pein preferred not to think too strongly on the closeness of their relationship. It brought forth more painful memories than he cared to think on. The loss of Konan still burned heavily in his mind and heart, even after a decade.

"You're up late."

Itachi glanced up at Pein's approach. "I couldn't sleep."

Pein followed Itachi's gaze to where two bodies sat huddled together beneath a pair of blankets. Itachi's brother, Sasuke, and his friend, Juugo. "They get on well with each other."

"My brother and I have been separated for a long time." Itachi blinked several times. "Why are you up so late?"

Pein took several deep puffs from his pipe. The stars twinkled above them and the moon shone brightly, casting a reflection on the sea before them.

Memories long buried were brought to vivid life. They ached and burned. Pain shot through him and the dreams haunting him were once more remembered.

His mother.

Minato.

Konan.

Oh, the memories…they burned.

oOo

"How is it my son is the only boy who can find a way to attract every piece of dirt from the street?"

Yahiko Todd blinked innocently at his mother, a grin splitting his face as she continued to run the wet rag across his face and dirt caked shoulders. "I'm not dirty."

"I beg to differ." Her callused hands stroked through his shaggy red hair before she leaned down and brushed a kiss on the top of his nose. "You are filthy."

His nose scrunched up and a hand lifted to rub at spot his mother kissed. "Mama, I'm too old for that."

"Yes, eight is almost grown," she teased while placing a ruffling hand on his tussled locks. She turned away before he could see the flash of pain spreading across her face.

Yahiko walked to the open fire and wrinkled his nose at the smell coming from the pot. "Boiled cabbage again?"

"It's all we can afford." Sadness spread across the woman's exotic looks. "Your father…"

"I don't have a father," Yahiko spat the words and stomped to the bed he shared with his mother when his father was passed out drunk in some tavern, throwing himself across the threadbare blanket and burying his face in the herbal scent created by the various herbs and flowers mixed in the straw stuffed mattress. "I'll become strong and take care of you. Then you won't need him."

"Oh, Yahiko." She leaned down, her long dark locks creating a curtain around them. Arms, far too thin from giving most of the food to her growing son, wrapped around his waist and tugged him into her lap. "Did I ever tell you about my mother?"

Large lavender eyes stared up at his mother's tired, lined face. He shook his head and gripped at the threadbare material of her dress with long, thin fingers. "Was she as pretty as you?"

"More. She was born in the orient, far across the seas in a land where dragons still roam and mythical creatures hide on the mountaintops."

"What sort of creatures?" Yahiko shifted on her lap so that he could stare aptly at her features as she spoke. "Tell me."

"Well, there are dragons and a great demon fox known as the Kyuubi."

"Does it look like a normal fox?" he asked.

She chuckled and began rocking Yahiko. "The Kyuubi is a great beast. He has nine tails flowing behind him. It is said that if you find him and he sees worth in you, he will spirit you away on a crimson cloud and grant you anything you wish. Seeing a nine tailed fox is considered good luck as they are sacred beasts."

A smile curled Yahiko's lips and he pressed his ear to his mother's chest, listening to the slow rhythm of her heart. "Can we go find the Kyuubi?"

"One day, when you are grown, you'll be able to search for him."

Yahiko yawned widely and snuggled closer. His eyelids fluttered and drifted shut as she continued to rock him back and forth. "And ride a crimson cloud?"

"Of course. The world will be yours. You can have anything if you put your mind to it."

He smiled at that, nearly toppling over into sleep when the door to their small shack slammed open and a large redheaded man stormed inside. "Where's the little brat, Keiko?"

Keiko jerked her gaze to the man standing drunkenly in the door. "Sean?"

Yahiko jumped from his mother's lap and quivered behind her at hisreturn. He hated him. When he wasn't slapping him around, he was hitting Keiko and spending what little money they had on liquor and women. Even at eight, Yahiko could understand why his mother wept herself to sleep every night. If not for his mother taking in laundry, they would all surely have long sense starved.

"That little brat is finally worth something." Sean Todd strode forward, latched a beefy hand onto Yahiko's wrist, and tugged him from behind his mother.

"Let me go," screamed Yahiko. His feet kicked and jerked while his free hand tried to pry the powerful grip from his wrist.

Keiko was on her feet grabbing at her husband. "What are you doing?"

"I sold him. A trader by the name of Orochimaru docked in port. The younger they are, the more he pays."

Shock worked through Yahiko and he screamed and tugged even more harshly against his father. He would never leave his mother. She was all he had.

His screams did little to deter his father from dragging him towards the door. There was little he could do about the massive girth of the man who was only a father in the very loosest of terms. The tears running down his face and the pain caused by the crushing grip on his wrist were nothing to this man.

"Release my son," screamed Keiko.

Yahiko was flung aside when his mother barreled towards his father and pounded at him with clenched fists. All he could do was stare in shock at the way his mother venomously attacked her husband. For the brief span of a moment, surprise was on her side until Sean Todd recovered from his shock and slammed a fist into her unprotected abdomen, sending her crashing to the ground.

A trickle of blood escaped from her lips and worked down her chin. "You can't take my son."

"I'll do what I want with the worthless rat." Sean Todd kicked out a leg slammed it into her chest. "Just like I'll do what I want with a whore like you."

"Stop hurting Mama!" Yahiko grappled with his father's hand and sunk his teeth into the grime-coated flesh. Blood filled his mouth and for a moment, satisfaction along with it.

A shout erupted from the man and Yahiko was slung across the length of the room into the wall. Pain spread across his back where bruises were likely to form. The air was forced from his lungs and he was left gasping, unable to do ought but watch as his father turned his sadistic delight on his mother.

The sound of flesh striking flesh filled the interior of the small dwelling. Yahiko knelt in the corner, tears streaming down his face. He was too small and weak to help his mother. Her cries filled the air before trickling away to only the occasional grunt.

Her dark eyes fluttered open and she stared at her son with a deeply mournful gaze. "Yahiko…run. Run away."

He shook his head and cried even harder. How could she ask him to leave her to die at this man's hand, even if he could do nothing to help her? "Mama," he whined.

"Please…run away." Her eyes fluttered shut, but still her husband continued to take his pound of flesh. Blood seeped from her lips and nose to pool around her. Even with the assault being laid upon her flesh, her face took on a serene glow.

It was then, something in Yahiko died. He was only eight, but he understood death. Living in the rundown part of the port town, death was common place. Now, his mother was dead, leaving him alone in the world.

Her last words to him lit a fire in him. With the agility of youth and ignoring the pain radiating through both his body and his heart, Yahiko stood and raced from the one room shack. He had no idea where to go, only knowing he needed to use his small body to his benefit and take refuge as quickly as possible.

He could hear the shouts of that man. With every fiber in his being, he knew he would die of he allowed his father to catch him. His stomach clenched and his heart pounded so loud that it echoed in his ears.

Panting, Yahiko did not stop until he could no longer hear steps or shouts. Even then, he kept his eyes wide and alert in the event the man that was his father somehow found him. He refused to be sold by that man.

It was already late afternoon. His stomach began to rumble, reminding him he had not eaten since he broke his fast in the early morning. He always turned his nose up at the boiled cabbage his mother served, but now that his stomach felt to be touching his backbone, he wished dearly for a bowl of it.

Giving a small whine, he found a small corner to curl into. Throughout the night, he shivered, only sleeping when exhaustion finally won, after the last of his strength was drained. Tear tracks marked his dirty face and the absolute feeling of loss enveloped him. Before he finally succumbed to sleep, he made a vow to kill the man who had taken his mother from him. When he was older and stronger, he would kill him, then find the Kyuubi and wish for his mother's life. It was perhaps a childish hope, but one he refused to relinquish.

The next day was spent hiding in the shadows. The souls who passed by him gave little notice as they went about their lives. Street rats were of little consequence and more than plentiful, even in the smaller port towns. Orphans and wild children were all too common a sight.

Hunger gnawed at his belly, causing a small whine to roll from his throat. Food might not have been plentiful, but his mother always ensured he had enough of it to ward off starvation. Now, he was left with an empty stomach and faint feeling of dizziness eating away at his consciousness. As the day progressed, the feeling grew until he was forced to leave his hiding place in search of some sort of a meal or he might die even after his mother had sacrificed herself for him.

Creeping through the dark alleys, Yahiko found his way to the marketplace. He was careful to stay to the shadows. The smells coming from a few of the venders had his stomach rumbling even more loudly. Most were cashing in on the last few customers before packing up their wares as night fell on the town. If he wanted food, he would need to take it now when the shadows were growing long so to provide ideal hiding spots.

With his sights set on a fruit vender showcasing a selection of apples and various seasonal berries, Yahiko crept stealthily towards the cart. Saliva built up in his mouth, threatening to spill over. As if seen with some unknown eye, the vender turned and glared at the boy.

"You thinking of stealing from me?"

Yahiko paled and turned to run, only to have his wrist grabbed and a cane brandished with real threat. "I'll show you what happens to children who try to steal from me."

"Excuse me."

The vender paused and turned his gaze to a large man. Long white hair was bound at the base of a tan neck and atop his head perched a rather large and almost garish hat decorated with an ornate ostrich feather. His smile was calm, but underneath there was a powerful aura that both intrigued and frightened Yahiko.

"Can I help you sir?" asked the vender politely without releasing Yahiko's arm.

Dark eyes twinkled with mirth and pointed to Yahiko. "I see you found my friend…Tom. I do apologize for his behavior. He has a tendency to be unruly at times."

"This boy belongs to you?" The vender eyed the stranger's quality clothing before turning his gaze to Yahiko's threadbare trousers and shirt. The look in his eye spoke of him not believing the tale.

"Yes," sighed the stranger. "You see I captain a ship and had just hired this lad as my cabin boy. He's the skinny sort, but will grow stronger with time."

The vender measured the stranger's words before releasing Yahiko. "You should keep better watch on your crew."

The captain smiled and plucked several apples from the stand. His hands dug into a small pouch on his belt and tossed a gold coin to the vender. "I'll do that."

A large hand latched onto Yahiko's shoulder and directed him away from the vender and toward a set of steps leading down into the port. "Here."

He tossed Yahiko an apple before biting into one of his own. "You're lucky I came along. That arse would have caned you black and blue."

The red fruit in Yahiko's hand gleamed in the dim sunlight. His stomach gurgled loudly, forcing him to chomp down on the fruit, quickly devouring it in a matter of minutes. Another was handed to him as a large frame lowered itself down beside him.

"What's your name?"

Yahiko opened his mouth to reply before clamping it shut. He recalled his father speaking of the merchant captain he bargained his son's life with. Hurt and anger still burned wildly inside him, though he should have known that man would sell his own blood for a bottle of rum.

"No name?" The captain chuckled and bit into his apple. "My name is Jiraiya. I captain that lovely ship there. The Red Fox."

Lavender hued eyes followed the finger until it landed on a dark ship with bright white sails. In the distance, sailors could be seen climbing up and down the rigging as if they were monkeys. The setting sun highlighted the vessel, giving it an almost otherworldly glow.

A spark of interest lit Yahiko's eyes. The ship's name was not lost on him. Hope and excitement wormed through his chest. That ship would take him to the Kyuubi.

Jiraiya untied his pouch from his waist and passed it to Yahiko's small, grimy hands. "Here. It's not much, but it should see you into better times. You might want to steer clear of that vender for a while."

The large man stood, only to have Yahiko reach out and latch onto the leg of his trousers. "What is it, lad?"

"I want to be your cabin boy." He had no clue what a cabin boy was or even duties such a position would require. All he knew was he had nothing keeping him here and this man had shown him a kindness he had not experienced from anyone but his mother.

A deeply rich chuckle rolled from Jiraiya's chest. "I just told that to the vender to get you off the hook. Besides, you're a little too scrawny for the sea. It's a hard life filled with physical labor and dubious reward. You would be smarter to apprentice with one of the crafters here in town."

"No, I want to go with you." Yahiko was on his feet with his small barrel chest puffed out in determination. "I'll work hard."

"No, and that is my final answer." Jiraiya's large hand ruffled Yahiko's hair in a affectionate motion before giving a small wave and trotting merrily down the stone stairs to his waiting ship.

For a long while, Yahiko sat morosely staring at the ship barely visible in the dim light. In his heart, he wanted to be on that ship. The captain seemed certain Yahiko didn't belong, but that only made him more determined than ever to find a way. If Captain Jiraiya wouldn't take him on board, he would sneak on board.

Stuffing the coin bag into his pants, he trotted down the steps. The smell of the ocean was more potent here along with the musky stench of body odor and fish. Shouts from sailors flavored the area, many of their comments causing a blush to form on Yahiko's cheeks.

There was a multitude of ships lining the harbor, but only one held his gaze. At this close of range, the ship was even more impressive. It looked to be twice as large as many of the others, a line of closed shutters hiding the strategic placement of guns. This ship would be his home now and he took its measure with as much childish understanding as he possessed.

Eyes darting around, he saw sailors loitering around the plank leading onto the ship. Even at his best, he could never hope to creep past so many without being noticed. The only way onto the ship would be in the abstract.

Intelligent lavender eyes scanned the area before locking onto a chain disappearing into the sea. He knew enough of ships to know it was the anchor. The thick chain rose from the ocean to the side of the ship and disappeared into a hole in the upper portion of the hull. If he was lucky, he could fit inside and hide until the ship was too far at sea to turn back. The only problem with his plan was that he lacked the ability to swim.

Sitting down on a stump, he continued to stare at the ship. He wanted-needed-to get on board. Every fiber of his being urged him to find a way on the ship before the anchor was withdrawn and the wind carried away his chance of finding the Kyuubi.

Determination drove him as he raced down the length of the docking area until he found a discarded bit of driftwood in a deserted part of the harbor. He struggled and tugged until it landed in the water with a splash before jumping in after it with as much courage as he possessed. Better to die now than to starve to death once winter came about.

Yahiko's arms splashed around until they latched onto the wood. Coughs caused by water having worked its way into his throat shook his body. The water was freezing and his body could barely stand to move. He held onto the driftwood with a desperate grip and closed his eyes until the loud thrumming in his head eased enough for him to focus on his objective, which was to find a way onto The Red Fox.

With feet kicking soundlessly beneath the surf, he moved slowly towards the dark metal anchor. Exhaustion ate away at him, the apples he had consumed not fully replacing what a lifetime of near malnutrition took from him. The metal rungs of the chain were cold in his hands and the wind even more biting now that the sun had descended into the distance. His body shook so violently, he could barely find the strength to maintain his hold on the chain while slowly pulling himself upward.

Underdeveloped muscles shifted beneath his thin skin, his wet clothes plastering to his too small body. The only thing remarkable about him in that moment was the determination expressed through his eyes. It was that determination that fought off the pain caused by the chill and the aching in his muscles as the fought to keep from plunging once more in the frigid water.

The hole into the ship was smaller than he thought, and his body was bruised from the chain as he pushed and tugged his way into the dark interior of the ship. His breath panted in and out and he collapsed to his knees. Tears mixed with the salt water on his cheeks and tracked down to splash on the stained wooden floor.

Ribald laughter echoed through the ship, bringing rise to the realization of where he was. Forcing himself to his feet once more proved to be an even more trying task than that climbing the anchor into the ship. His arms hung limp at his side and the muscles in his legs seemed to have given out. It was not until the sound of footsteps grew near that he found some stockpile of internal strength to pull himself to his feet and hide amid a few empty crates.

He waited…and waited…seconds ticking by with excruciating slowness. The muskiness of the air filled his nose, causing it to wrinkle while his lips turned down in distaste.

Muffled voices reached his ears and he huddled even tighter into a ball. The only thought circulating through his mind was that of not being found until he was certain he would not be thrown back to the streets to die in the coming months. He was determined to live.

Silence followed the steps and the sharp edge to his panic eased. This room was likely rarely used. Nothing important seemed to have been placed here and the chain leading to the anchor extended upward to the top deck where the crank was located. He would be safe here for the time being.

In the silence, a small sniffle escaped and he allowed himself this short moment to finally mourn the loss of his mother. Tears pooled in his eyes just as a barely audible whimper escaped. When sleep finally came to him, it was to the gentle rocking of the ship.

oOo

Fifteen year old Minato Namikaze tugged a shirt over his head as he headed to relieve Jiraiya at the helm. Just as he was moving towards the ladder leading to the top deck, he froze. A barely audible watery cough reached his ears.

He cocked his head and paused where he stood until he heard it again, coming from one of the small store rooms. To the best of his knowledge, no one on board was sick. The longer he stood there, the more curious he became until he was unable to fight the urge.

With a frown pulling down his lips, he pushed into the store room, finding it empty of all but a few crates used to store spoils taken from fallen ships. The room was silent and nearly bare. His frown deepened and he turned to leave when the coughing began again, coming from the corner of crates.

"Hello?"

There was no answer. Practicality made him draw his weapon and move cautiously towards the origin of coughing. "Is anyone there?" he asked again.

Keeping his blade extended before him, Minato pushed aside a few boxes to find a small boy huddled in a lump. Deeply shadowed eyes were squinted closed and lips were parted with ragged breathing.

His weapon was immediately sheathed and a hand pressed to the boy's brow, wincing at the heat radiating from his small body. Without thinking, he scooped the boy in his arms and immediately made for the deck. If given the choice, he would have taken him straight to the surgeon, however, only the captain could make that call. It was within Captain Jiraiya's rights to order him thrown overboard if he so wished it.

Eyes fluttered open just as they passed a lantern to reveal lavender hued irises. They were perhaps the most stunning pair of eyes Minato had ever seen on a person.

"Mama," the boy whispered.

A pang shot into Minato's chest and cradled the boy closer to his chest. His feet moved faster and he was forced to juggle the boy in his arms as he climbed up the ladder and into the fresh air encompassing the deck. "Captain!"

Jiraiya glanced down at Minato and arched a brow. "The hell is that?"

"A stowaway," shouted Minato. "He's sick."

Jiraiya turned his gaze to the sea. "Throw him overboard."

A rush of anger erupted through him and for the first time in his life, he despised his father. "No."

Dark eyes narrowed and focused on Minato. "Are you disobeying your captain?"

"I am. I won't toss this child overboard."

Jiraiya barked an order to one of the crew still loitering on deck to take the wheel before storming towards Minato with blatant anger spread across his face. "I gave you a direct order."

"If the child goes overboard, then so do I."

Jiraiya's jaw clenched and he folded his arms across his chest. "Boy…I'm going to whip you until you don't have an inch of skin on your back."

"Father." Minato's gaze softened and he looked down to the waif cradled in his arms. "I'll take care of him."

Jiraiya glanced angrily at the small frame cradled in his son's arms and froze. "The hell?"

Large hands took the small chin and turned the face towards him. "Well hell…it's the little street rat from the port we just left."

"You know him?"

"I saved the little shit from getting a caning by telling the vender he was the new cabin boy."

Minato smiled faintly. "That doesn't sound like you."

"What can I say. I liked the spark in his eyes." The smile faded from Jiraiya's face. "He won't make it more than a day or two. It's best to put him out of his misery now. A shame really. I was almost tempted to bring him with me when he asked to join the crew."

"Maybe that spark will save him." Minato smiled at his father. "I'll take responsibility for him."

"He won't survive."

"He will," argued Minato. "Let's give him the chance to see what that spark is made of."

"When did you start rubbing off on me?" Jiraiya shook his head and stared at the waif as a hacking cough shook the small frame. "You know, if he joins the crew, I'll have to promote you?"

Minato grinned and turned to take the boy to the ship's surgeon. "You've been saying you were going to promote me for the last year."

"I promised your mother I would keep you safe. What better way to do that, than as my cabin boy?"

"I'm not a child anymore, Father. It's time for me to show that."

With those words, Jiraiya was left shaking his head and mumbling about taking in strays and the trouble they caused.

oOo

Yahiko groaned moments before another wave of coughing wracked his body. Every part of him hurt. His throat. His chest. His skin.

"You're awake."

He blinked his eyes open and stared at the smiling face. "You're awake."

His tongue felt swollen in his mouth. When he parted his lips to speak, only a croak emerged.

"Drink this."

A cool cup of water was pressed to his lips. He greedily drained the fluid before another series of coughs caused him to draw up.

"I'm Minato. I found you." Minato's blue eyes twinkled and his lips parted in a broad grin. "What's your name?"

At the kind look in the man's face, a wave of pain crashed over Yahiko. He looked nothing like his mother, yet the warmth coming from him reminded him so much of her.

"Can you speak?"

Yahiko lifted his gaze. "Yes."

"It's okay to tell me your name. I'm not going to hurt you."

Small teeth latched onto his lower lip. "Yahiko."

"So my son was able to worm a name out of you when I couldn't?"

The booming voice drew Yahiko's gaze to the large frame completely taking up the entire doorway. It was the captain who saved him from the vender. Relief washed through him at knowing he had found his way onto the correct ship.

"Leave us alone for a bit, Minato." Jiraiya placed his hand on Minato's shoulder. "I have somethings to discuss with young Mr. Yahiko."

Jiraiya settled in the chair Minato vacated and watched him leave before speaking again. "Stowing away on a ship is a serious crime. I could have you thrown overboard."

Yahiko paled. "I'll work hard."

"I have a cabin boy. Minato is both my son and my cabin boy. What need do I have of another one?" Jiraiya stared down his nose at Yahiko. "I should just send you to meet your maker."

"Please," whispered Yahiko. "I'll work hard. I promise."

"Words mean nothing." Jiraiya stood and ambled slowly towards the door. "Actions speak much louder."

A smile spread across Yahiko's lips. "Yes, sir."

oOo

Yahiko looked down in horror at the carnage covering the upper deck of the Red Fox. Blood coated his entire body, mixing with sweat and smearing across his face. Never had he expected such a battle to occur. His eyes scanned the crew members darting around the deck in the wake of the battle, but not seeing the face of his best friend. Even after several years on board the Red Fox,he had never seen the outcome of a battle carry such destruction.

"Minato," he called out.

A small tendril of worry worked through him. It was so hard to determine the extent of casualties amid the bodies of both the dead and those merely injured. He reached out and latched a hand onto one of the crew. "Asuma, have you seen Minato?"

Asuma lifted his head, a haunted look spreading across his face. "He's over there."

Yahiko followed the gesture, locking his gaze to where Captain Jiraiya knelt with a bloody figure cradled in his arms. Panic rushed through him and he shoved Asuma aside in his desperation to reach Minato. He prayed for him to be alive, even if it was a futile hope.

"Captain! Hold on, I'll get the surgeon for him."

"Don't waste your breath." Jiraiya lifted his head to reveal the dead eyes of Minato staring blindly forward. "He's gone."

Yahiko shook his head. "No. You're wrong."

His knees gave out and he reached for Minato. "Wake up."

"Stop, lad." Jiraiya released his son and latched a hand onto Yahiko. "He's gone."

"But…he has a son. Naruto needs him. I need him." Pain so sharp spilled through him. He could not stop the scream from being ripped from him. The agony of it was almost more than he could bear.

Jiraiya smiled sadly. "Yahiko…"

"No!" Yahiko shook his head. "That is not my name."

Something inside him broke. After losing so many people, he was angry…so angry. He wanted the everyone to know his pain.

"Yahiko," began Jiraiya.

"No," snapped Yahiko. "My name isn't Yahiko any longer. From this day forward, I am only Pein."

That was the day Yahiko Todd died and from his ashes rose Pein.