As Kimimaro looked at the Konoha-nin his highly analytical mind quickly broke down his current situation. Due to the unexpected interference, his team was failing to up hold their part of the mission. The Jonin in charge of the Konoha-nin was obviously skilled and held the Mokuton, a bloodline said to create wood stronger than steel (the same accolade his Shikotsumyaku held about bone). The Mokuton was also supposed to be able to purify tainted chakra which meant the Jonin might be able to nullify the power of the curse mark. Fighting such a person in addition to Sasuke Uchiha, the Uzumaki boy and the mystery kunoichi who somehow possesses Guren's bloodline, without his help would most likely lead to his teammates' deaths.

Orochimaru-sama probably wouldn't care if one or two of them died in order to accomplish the mission but to lose the entire Sound Four would surely infuriate him, something that Kimimaro had never done before. "Kidōmaru, Sakon, plan b, targets are the Kumo guards"

At his command Kidōmaru and Sakon started to activate the second level of the curse mark while Tayuya began to play a slow tempo melody that made them seem to disappear before Yamato and Ami's very eyes.

"Teme, you seeing the same thing I'm seeing?" Naruto asked thinking that something had to be wrong with his anti-Genjutsu seals.

"If you mean those two turning into horned…monsters then yeah" Sasuke said activating his Mangekyō to make sure he wasn't looking at some kind of super elaborate illusion.

Once their transformations were complete the two took off in super powered shunshins blowing past the Konoha-nin. "Summoning Jutsu!" Tayuya yelled, pulling her three demonic summons from their hellish pocket dimension. "You're gonna pay for turning down Orochimaru-sama's offer you dumb piece of shit!"

The three Doki sprinted forward with amazing speed and attacked. Ami cartwheeled out of the way of the one with the club while Naruto jumped over a swipe of the shirtless one's arm weapon and kicked it in the face doing very little damage. Sasuke was left with the fastest of the things and dodged a barrage of powerful kicks that were sure to break something if landed however once his Sharingan discovered the pattern of the summon's attacks Sasuke pulled out a kunai and ducked under a spinning back roundhouse kick while simultaneously slicing into its Achilles tendon.

Although the attack drew blood, the creature's only reaction was to let out a single pained grunt, its movements mostly unhindered. The armless monster planted its damaged foot on the ground and swung its good one around in a lightning fast low kick that Sasuke had to shunshin to avoid. Due to the breathing room his new position (12 feet to the Doki's 8 o'clock) provided he was able to do a quick Sharingan scan of the field and saw the enemy leader and Yamato locked in a fierce Nintaijutsu exchange with wood and bone augmented punches and kicks. His scan also revealed the Mohawk wearing teen molding earth chakra. If any of the combatants had been looking at his eyes they would have seen the tomoe in each eye spinning madly as the legendary dojutsu computed the gathered data and presented Sasuke with a possible outcome.

"She's trying to herd us into the earth user's trap!" Sasuke thought to himself as he started going through hand seals. Before he was done he was forced to side flip over his armless opponent's kick but was able to finish the seals while airborne and upside down "Fire release: Beheading Arrow!" The technique hit the demon's neck in an instant, (due to being fired at point blank range) and its head hit the ground milliseconds after Sasuke landed.

Naruto, who was getting tired of being on the defensive, saw Sasuke takeout his opponent and wished he could use a Wind Release technique to dispatch his bulky adversary in a similar fashion. Unfortunately such jutsu required a level of concentration that he was unable to spare at the moment.

"Amazing Naruto, I could tell from the moment I taught you your first technique that you had the makings of a Ninjutsu master but this particular jutsu will probably always be your trump card; But next time…try not to make so many okay?" Crane's voice echoed in Naruto's mind.

"Shadow Clone Jutsu!" Naruto yelled pouring a random but generous amount of chakra into the technique and spawning one hundred and thirty-two regular shadow clones. Due to their expedient creation the clones didn't have orders already set in their minds and hesitated for a few moments before acting. The thirty closest to Naruto stayed by their creator awaiting orders while ten sprinted to Ami's aid, 15 to Yamato's, twenty to back up Sasuke (who was running towards Jirōbō), twenty more went to attack Tayuya and the rest went to help the Kumo-nin who were having trouble against the Oto Anbu.

Using a distraction provided by several of his clones dog piling on the Doki, Naruto performed a substitution with a clone farther away from the demon and unsealed his short sword. Channeling wind chakra into the blade Naruto swung it in an upward slash that generated a large wind blade that cut through 4 of his clones before reaching the Doki and cutting it in half.

"Earth Release: Earth Flow River!" Ami yelled finally trapping her long haired opponent in a deep mud pit. "Crystal Release: Jade Crystal Prison!" Purple crystal shot out of the pit and encased the final Doki immobilizing it. Looking around Ami saw a bleeding Sasuke get backhanded by the Mohawk kid whose curse mark lines were red and moving around giving off waves of tainted chakra that she could feel from her position across the charred field. Executing a shunshin Ami tried to kick the large teen in the head via surprise attack but he, just barely, was able to lean back out of the way. Palming a kunai she let loose a barrage of slashes and kicks but was unable to land an attack due to the surprising speed of the chubby boy's blocks. Looking up she first saw that the boy's mouth was moving but was unable to hear anything he was trying to say. Looking higher she noticed that instead of the orange eyes he had earlier they were red with… 6 spinning red tomoe.

The world around her seemed to ripple and shake as she was released from the Genjutsu, Jirōbō's large form dissolving into Sasuke's smaller one. "Sasuke-san? Wha…" But her question was interrupted by the young Uchiha scooping her up in a bridal carry and jumping into the air right before a Jirōbō clone with an explosive note on its chest burst out of the ground where they had been standing smiling as it was about to explode.

With the Kumo Shinobi:

"A couple of those sound shinobi made it past the Konoha-nin and are rapidly approaching us but their chakra signatures are darker and significantly more powerful than before. At this rate they'll catch up to us moments after we reach Raikage-sama" C warned his teammates.

"Just how strong do you estimate them being?" Darui asked.

"Med-Jonin level chakra reserves, no telling what their skill level is though"

Looking back at Yugito, Darui thought about leaving her behind to fight the incoming ninja. The girl had the skill and raw power (thanks to her bujuu) to take them on but she was still young and eager to prove herself. It for that very reason why she exited the Jonin exams as only a Special-Jonin, if he left her alone against the Oto-nin her over eagerness might get her killed.

"You two go ahead, I'll hold them here" Darui ordered.

"Rodger" C and Yugito said before taking of in a shunshin.

Extending his senses Darui took cover behind a tree while going through hand seals, waiting for the burst of chakra that would signal the Oto-nins' shunshin exit. He didn't have to wait long as two of the ugliest, most grotesque beings he had ever seen in his shinobi career appeared 20 feet from his position.

Light blue chakra gathered around Darui's hands as he blended his two charka natures into one. Extending his palms forward, Darui felt the familiar and oddly comforting cool static of the new chakra type flowing though his coils before the targeting halo took shape finally alerting the Oto-nin of his presence. Once they saw him and realized that he was powering up some kind of jutsu they did what most shinobi who'd found themselves in this same situation did, they ran; too bad it wouldn't do them any good.

"Storm Release: Laser Circus!"

Sakon and Kidōmaru jumped apart in an effort to make it harder for the jutsu to hit but the bright beams of light changed directions to follow them. Kidōmaru ran as fast as he could, ducking and dodging beams and jumping behind trees and boulders but no matter what he did he was still relentlessly followed by light. Feeling the sting of dirt and moisture in his eye he wiped his forehead and let the beams hit, grinning as he was lifted off his feet and slammed into a large oak tree.

"Hump, cheat code using piece of shit, thought he could take me out with…chakra seeking stun beams. Of course if it hadn't been for my Sticky Gold Armor I might not have made it"

"Good for me that shit is crumbling off you then, huh?"

Kidōmaru turned around so fast his neck popped and saw the dark skinned Kumo-nin had silently closed to distance he had put between them dodging his jutsu and snuck up on him. He already had his large cleaver-like sword raised above his head and must have decided to channel some lightning chakra through it as well since blue energy was arcing off of it sporadically. As the blade came down on him and he realized that he couldn't avoid it his look of terror was replaced with resigned satisfaction as he looked past his opponent.

Seconds later Darui pulled his sword out of the diagonally halved teen and moved to finish off the other one who was convulsing on the ground 20 feet away when he felt a sharp pain and came face to face with a grinning demonic head growing out of his shoulder.

"How…?"

"Am I over there and right here at the same time? Well, I normally ride around inside my brother little brother but when we realized we couldn't avoid your technique he took it as a distraction while I got close enough to use my Parasite Demon Demolition Technique" Ukon boasted.

"Parasite Demon Demolition huh?" Darui asked going through hand seals.

"What are you doing?" Ukon asked an unfamiliar energy starting to painfully coarse through him.

"My father once told me a story about his second Chunin exam where he fought a ninja from Shimogakure who could fuse with his opponent and kill him from the inside out. Dad had seen the ninja use the jutsu on an Iwa kunoichi in the prelims and created this jutsu to deal with him in the finals. Lightning Release: Purifing…" But Darui never got to finish as Ukon released his technique and jumped out of his body.

"Lightning Release: Black Panther!" Darui yelled unleashing the attack he'd really been powering up into Ukon at point blank range. Despite being racked with more pain than he'd ever felt before Ukon managed to ask a question.

"W-what?"

"It was a bluff man" Darui said picking up his large sword and raising it above his head. "Black Lightning Chakra always hurts like hell no matter how much your body's conditioned for it. That shit about my father's jutsu and the Chunin exams was just improv, I'm an orphan" Darui explained right before he ended the boy's life. Turning to do the same to other brother he found that the boy was gone but his tracks indicated that he was running east away from all the fighting.

Deciding that he didn't have enough time to chase the boy down Darui took off in his fastest sprint to aid the Raikage.

Ē wiped some blood out of his eye while leveling a hate filled stare at Kisame who was grinning despite being in the process of popping his bloody nose back into place. "I'd have killed him by now if not for Itachi's meddling"

Despite never looking the young man in the eye the Uchiha heir had still been able to ensnare him in quite a few high level Genjutsu. It had never taken longer than a few seconds for Ē to snap himself out of the illusions (he was a Kage after all) but the momentary distractions had allowed the deceptively fast Kisame to catch up to him and inflict damage with that chakra stealing sword of his, the thing had even bit him once. As it stood his left arm was throbbing and a little difficult to move and half of his vast chakra reserves had been absorbed, the energy used to heal whatever injuries he dealt the shark-like missing-nin.

"It appears the Oto-nin have failed" Itachi said as he looked into the wood line right before a dozen flaming, rats came flying directly at him. Instead of dodging he let the attack hit the rats exploding upon contact.

"He just took the technique? That doesn't make sense…unless…" Yugito thought to herself from her hiding place 200 yards away. Her suspicion that it wasn't really Itachi that she really hit was confirmed when a small murder of crows flew out of the smoke away from the battle. Turning around to flee the immediate area she saw the real Itachi exit a shunshin 8 feet away from her. Having heard of the legendary missing-nin she immediately looked down at his feet which were quickly moving towards her. "Nibi, full transformation now!" She shouted in her head, feeling the familiar burn of her burden's chakra flooding her chakra system.

"WHAT THE FUCK DID YOU DO TO SAMEHADA?! I'M GOING TO RIP YOU BASTARDS TO SHREADS! " Kisame screamed so loud that Itachi nearly took his eyes off his opponent.

"The Raikage's guards are here and something has happened to Samehada. Time to wrap this up" Itachi thought to himself as he started to shed bloody tears.

A little earlier:

C from his hiding place could feel Yugito stop moving, having apparently found a position suitable for her surprise attack. Pulsing his chakra C sent a coded message to the Raikage who rushed Kisame reengaging him in a fierce Nintaijutsu vs. Kenjutsu battle. Forming the tiger hand seal C activated the Hiding with Camouflage Technique and then formed the ram seal and focused his sensing ability inward, using his formidable chakra control to minimize his chakra signature as much as he could while maintaining his camo jutsu.

C then quietly moved up to the fighting shinobi and positioned himself so that he'd be in Ē's line of sight before going through another set of hand seals, dropping his camo when he was half way done. When Ē saw him and saw the snake and tiger seals being made he grabbed the large sword and channeled extra chakra to his arms and feet for added grip.

"Lightning Illusion: Flash Pillar!" Kisame heard from behind himself before being blinded by a bright light. It took Samehada a couple seconds longer than normal to break him from the Genjutsu and once it did he saw a blonde haired kumo-nin standing between him and the Raikage surround his hands with dark almost black, green chakra. "Forbidden Medicine: Rigor Mortis" the shinobi said placing his hands on Samehada and channeling what felt like tainted medical chakra into the great sword.

Kisame tried ordering the sword to stop draining chakra but since the sentient blade was already taking large gulps of the Raikage's lightning armor some of the dark energy got eaten anyway. Not knowing what was going on Kisame tightened his grip on Samehada, channeled chakra to his legs and jumped backwards ripping a large amount of blood, flesh and muscle from the Raikage's arm getting a satisfying pained yell out of the village leader.

After he landed he was horrified as Samehada started doing something it had never done before, in an attempt to rid itself of the contaminated energy it was throwing up chakra! Enraged Kisame yelled at the top of his lungs, demanding to know what they had done to his sword and promising to rip them apart. Leaning the sword (which was stuck in its larger form despite not having the chakra necessary to properly sustain its size) against a tree he made the snake hand seal before yelling out "Water Release: Exploding Water Colliding Wave!" C and Ē watched as an enormous wave that had somehow originated from Kisame's mouth rushed towards them and took off in well-timed shunshins.

"You can't hide from me!" Kisame yelled before slamming his hands down on the wet ground shooting thousands of gallons of water into the air. "Water Release: Rain Water Shark Wave!"

As the water fell back down to earth it turned into pencil sized water sharks that fell on everyone in the area doing minimal damage but still cutting into their clothing and skin, drawing blood. Angling his head backwards Kisame took several deep sniffs catching Ē's now familiar scent. "Blood in the water" Kisame grinned, grabbing Samehada and sinking into the earth.

Itachi released his Susanoo and dropped an unconscious Yugito on the ground, annoyed at both the Oto-nins' incompetence and the Kumo jinchūriki's arrogance, the girl had actually thought she could defeat a shinobi of his caliber with raw power and barley Jonin-level technique. This would be the last time he worked with any of Orochimaru's freaks no matter what Nagato suggested. Itachi took a few steps before falling to his knees in a coughing fit, the familiar coppery tang of his own blood filling his mouth. Reaching into his cloak, he pulled out a bottle of pills and swallowed three of them before slowly/shakily standing up once more.

"Are you alright Itachi-kun? Using your Mangekyō in your state was foolish and unnecessary" White/Black Zetsu said appearing a few feet away from the sickly Uchiha.

"Actually I've never been better. Tsukuyomi!"

The world around Zetsu seemed to ripple and turn red, black and grey as he found himself strapped to a steel table with speculum placed in both his and black Zetsu's eyes to keep them open.

"I apologize for the discomfort but I need your undivided attention" Itachi said materializing beside the table looking down at Zetsu.

"H-how is this possible? Didn't he take measures against this?" White Zetsu asked his darker half only to be met with silence.

"I'm afraid your other half has been comatose ever sense I defeated that echo over there" Itachi informed lifting the table so that it was vertical bringing the slumped, crucified form of a dark haired man in antique red armor into Zetsu's field of vision.

"It was a hard fought battle that took a considerable amount of time and chakra. As powerful as this echo was I can only imagine how terrifying the real Madara was in his day" Itachi said as he angled the table once more so that Zetsu was looking at the red sky's grey moon.

"You shouldn't be this powerful. I spent years following you, assessing you. How are you this strong?!"

"You must not have been around the day I killed Shisui and took his eye, were you?" Itachi asked untying his headband which had a complex green seal array with the kanji for 'conceal' on the inside. From his position he couldn't actually see the seal or Itachi but he could feel the familiar presence of Mokuton energy coming from the kin slaying ninja beside him. "If you had you would have seen one of the leaf's best kept secrets inject me with the Shodai's cells and implant Shishi's eye. Tsk tsk tsk, you should have been more vigilant"

"And your disease?" Zetsu asked.

"I still have it but it's been in recession for years. Thanks to the seal in the back of my headband the presence of the Mokuton chakra was hidden from you and Tobi while I was able to use that same chakra to sense both of you whenever you were spying on me. That's how I knew when to pretend to be suffering"

"But how could you be sure that I didn't know about the eye?"

"The fact that I still have it, after all, that bastard Danzo having it is one thing but me…well that would be far too dangerous"

"Damn it! This is bad, I can't even feel my roots or any flora to warn Obito" Zetsu thought in despair.

"If you've had the eye this long why wait till now to make your move?" Zetsu asked resigned to his fate, after all, fear of death had never been part of his design.

"To get this close to bringing Akatsuki under my control without you and Tobi finding out has taken time. Kisame was first providing me info on the Moon's eye plan. Then Nagato, who was able to sense my headband's seal the moment he met me but waited to confront me about it until after he noticed the sudden change in Kisame's and I rapport. It was only after I was able to take control of Atsuko and Haku during the girl's training that I felt secure enough to attempt to recruit you since I'd have to confront Tobi soon after"

"Confront Tobi? Don't you want him too?" Zetsu asked grudgingly growing impressed with the teenage Uchiha.

"All I want from Tobi is his demise"

"Probably a good idea he's extremely powerful and I wouldn't be surprised if he could fight off your Kotoamatsukami" Zetsu said calmly, the fact that he just admitted that not bothering him in the slightest.

"Hey, why are answering my questions and why did you trap me in your Tsukuyomi instead of just using Shisui's eye on me from the jump?"

"Kotoamatsukami is a powerful jutsu but since I didn't actually develop it myself my skill with it is limited making its use on S-class shinobi a gamble, something I learned the hard way with Nagato. To combat this I developed this method of distracting the target. Upon awaking in my Tsukuyomi you immediately let your guard down not expecting to get caught in another illusion since you're already inside, what you belived to be, my most powerful one. This made gradually slipping past your defenses significantly easier, watch" Itachi said as ripples spread out across the moon (which Zetsu had been looking at for nearly the whole conversation) turning it into a large version of Shisui's Mangekyo Sharingan.

"So this whole time you've been distracting me while laying down the ground work for the technique" Zetsu said no longer upset at the prospect of being enslav..er...recruited by Itachi. After all, this whole thing was terribly impressive.

"Hai, and here's the main course, Kotoamatsukami!"

With Sasuke:

He fucked up. Jumping into the air instead of using the body flicker, yeah, he really fucked up. His Sharingan was working overtime and from the data it presented to him Sasuke concluded that while his jump was enough to clear the worst of the blast, he and Ami were about to be ripped apart by shrapnel. He looked down at Ami his facial expression conveying his guilt at his impulsiveness and for a split second he saw Ino looking back up at him.

"Not again! Please save her! Just take me. This is my fault, please… just take me!" Sasuke, for the first time in his life honestly prayed despite not knowing what exactly he was praying to.

"Son of my sons, truly you will be our redemption. Heed my warning, others will call it what they will and it will consume them but you must never give it a name for it will take YOUR spirit as well. Izanagi!"

Time, which had already seemed to be moving at a crawl, stopped completely. "What the hell is going on?" Sasuke who was also frozen wondered. It was right after that thought crossed his mind that he felt a buildup of mixed energy, some his own chakra and some that was something…else, said energy traveled through his chakra system and directly to his right eye. Pain the likes of which he had never known shot through the eye blinding him. Then as sudden as it started the pain stopped and the muscles in his right eye gave out forcing to eye lid closed.

Time started again and he and Ami started to fall and vanish in a shimmer, the shrapnel passing harmlessly through them. When the smoke cleared a confused Ami looked up at Sasuke and saw that while his left eye still contained a Mangekyō Sharingan, his bleeding right eye lid was closed shut, a violet light shining through the skin. When the light vanished Sasuke opened his eye revealing a milky white iris with a black, spiral-like pattern originating from the pupil and ending in a black border on the iris' edge making the eye's white sclera clearly defined.

"Are you ok?" He asked with a guilty expression on his face due to nearly getting another teammate killed; both physical and emotional pain present in his tone.

His question only served to further add to her confusion, demanding that she ask "Are you?"

A/N: Yeaaah I'll admit that this is probably a little ambitious for a first time writer like me so let me just explain myself before the flames start coming in. Sasuke and Itachi can't both be good guys, what fun would that be? I've all ways thought that cannon should have had a main villain that was about conquest. Not world peace through mind numbing. Not learning all the jutsu in the world and becoming a god (which is just stupid) but just good ol' fashioned world domination and until Naruto goes dark side not so sick, evil Itachi is just the man for the job. Now about Sasuke, it's been stated many times over that the Sharingan is a curse (I think it's fucking cool which is why he still has it in one eye) but since my story's Sasuke has given up his hatred and arrogance I feel like it isn't that big of a stretch for him to earn the Dōjutsu's untainted form.

I'd like to thank Moonlit Jester, TheHokageNaruto, Tigrezz Tail and vincent1875 for their reviews. To answer the vincent's question about Sasuke becoming Hokage I'll just say that that leafs power structure is going to go through some changes once team 7's members get older. But that's a ways off since I'm estimating that this story is going to have a part two set after a long time skip which is, at the very least, six chapters away.

Reviews and constructive criticisms welcome. Next update will take longer due to upcoming Reservist duty so expect it on or before June 16th.

P.S: Do you guy's think I should get a beta again? I stopped using one because of the editing process making the updates take longer but I'm thinking of getting another one anyway.