Disclaimer: I do not own Naruto

RETROSPECT

FRIENDS

Itachi could remember the very first time he'd seen Naruto Uzumaki. Otherwise known as the Jinchuuriki, the host of the spirit of the Nine-Tailed Fox. Itachi had only been five years old when he first set eyes on Naruto Uzumaki, newly an older brother, and couldn't believe that the blond infant, hardly bigger than his own younger brother, was a living container for a demon.

It was a humbling experience, seeing such a small life form hold the enormous entity of the Fox at bay. Word quickly passed through the village that no one was to speak to Naruto about the demon inside of him. It was as if people thought that if they didn't speak of the Fox spirit it might disappear altogether.

The night of the Nine-Tail's attack on the village, Itachi had stayed in the Uchiha Complex taking care of his new little brother, Sasuke. It was truly a blessing that night that the Uchiha compound was on the outskirts of the village, far away from the devastation the Fox spirit was causing. Itachi could still remember looking into the sky, and seeing nine great tails lashing against it. The sheer size and power of that monster was enough to make even the mightiest ninja quail.

The next time Itachi had seen Naruto Uzumaki was during a particularly warm summer, when he had been walking Sasuke back home from the Academy. They had passed the park which was brimming with children but one boy stood out amongst them. Itachi had recognised the boy as Uzumaki and couldn't supress the shudder of fear as he picked up on the enormous chakra that lay dormant inside him.

Naruto had been yelling at another child who looked so bored that he might fall asleep at any moment, challenging him to a race or a fight or something. Whatever it was, he was doing so rather loudly.

Itachi knew Naruto was in Sauske's class at the Academy and, from what Sasuke had told him, Naruto was hardly good at anything they did in class. Couldn't fight hand-to-hand properly, wielded weapons with all the grace of a hippo, didn't show up to lessons on time and, apparently, constantly picked fights with anything that breathed – and sometimes things that didn't. Itachi thought he had a good impression of the boy; a loudmouth, a klutz and probably a hothead. A bad influence.

The Naruto he saw then seemed to fit that profile exactly. As they had walked past Itachi saw the bored-looking kid say something which made all the surrounding children laugh – probably at Naruto's expense. The Jinchuuriki tried to do some sort of attack and promptly tripped over his own feet, landing face-first on the ground. Itachi wondered if Uzumaki had some sort of mean-streak in him, courtesy of all the angry chakra from the Fox brewing inside him. Perhaps that was why he liked to fight with others.

He didn't think much of it though and got on with his life.

The third time Itachi saw Naruto was when he showed up at his front door and screamed, straight to his face,

"Uchiha's are the laziest, weakest people in the whole village and they are losers!"

Itachi stared down at the blond, too surprised by the sudden proclamation to feel any anger about what he said – at least not yet. Had he done something to offend this boy? Not that he could recall. Was there some sort of feud going on that he was unaware of? The boy – Naruto, 12 years old now – was standing in some sort of victory pose with his eyes half-shut, not even really looking at Itachi as he insulted him.

Itachi quickly wiped the expression of surprise off his face as he registered everything the boy had just said about him and Uchiha's as a whole.

It was early in the morning and Itachi wasn't feeling too kind during that hour. Maybe if Naruto had only called Itachi those things, he could probably let that go, but to group his whole family, deceased or no, into that category of 'lazy', 'weak' and 'loser', well, he couldn't have that.

"Would you be willing to prove that? Perhaps we should spar, and we'll see just who the inferior is," he challenged. Itachi hoped Naruto was still as uncoordinated and sloppy at combat as he was all those years ago at the park. He could still sense the power of the Fox but it worried him little in that moment.

Naruto was startled and finally looked properly at Itachi. His mouth went very wide and he took a step backwards, almost toppling over as he did so. Itachi kept his glare in place.

"You look just like Sasuke!" Naruto shouted, pointing a finger at Itachi's face, as if accusing him of it.

"I'm his brother," Itachi said shortly. Was this boy going to apologise for insulting him or not?

"Ohhh. Where is Sasuke? He needs to know that he lost our race!"

"Race?" It seemed highly unlike Sasuke to get involved in a race with some random kid. Perhaps Naruto's brain cells had decreased over the years instead of multiplying like most people's and he was simply a befuddled being. In his mind's eye Itachi could see Naruto's brain cells picking fights with one another and killing themselves off. He fought the urge to smirk at the image.

"Yeah, our race! I bet him I would be the first one there for our training session today and I was first!"

"So you came…here?" Itachi was feeling very confused again. Why was he even engaging in conversation with this person? His own brain cells might start murdering each other just to get away from this exchange.

"Well, it's been at least two hours since we were all supposed to be there so I figured he was still at home and came to tell him what a loser he is! In fact, no one showed up at the bridge. I was getting bored all by myself…." He trailed off, and appeared to be thinking very hard.

As Naruto tried to summon more brain cells, Itachi was working through everything that was going on.

First of all, there was the fact that Naruto was obviously on Sasuke's Genin squad being led by Kakashi. His little brother had neglected to tell him that particular bit of information. He was getting distant lately and had hardly said a word to Itachi about graduating or his Genin missions. He would have words with Sasuke about that later.

Secondly, Naruto claimed that Sasuke hadn't shown up for training. Vaguely, Itachi recalled his brother leaving earlier than usual that morning. Itachi had absently asked where he was going for today and Sasuke had replied…

"You were supposed to go to the training fields to meet up with your squad," Itachi bluntly told the boy in front of him. Naruto squinted at Itachi and, as everything fell into place, a look of horror spread over his face.

"Oh no! Oh no, oh no oh no! I thought we were meeting at the bridge! That's why no one showed up there! And that means…..I can't believe it! Sasuke won our race!"

Itachi would normally have at least sniggered at all of this but something was rubbing him the wrong way. Having Naruto on the same team as Sasuke didn't seem like a good mix. Surely Naruto was more of a hindrance than a help on any squad mission. And now Sasuke was engaging in this fool's strange challenges?

He didn't like it. Not at all.

Naruto was turning to go, realising how late he must be but Itachi wasn't done.

"Stay right there." Naruto froze, annoyance radiating from him until Itachi took a very threatening step closer. Then fear radiated from the blond, almost palpably.

"Think twice before you insult my Clan. I do not forget slights, and neither do I forgive them. Unless you want to wake up with a kunai next to your throat, I would be very careful from now on if I were you," Itachi said in a low, controlled voice. Naruto yelped and ran for it. Itachi frowned. He still hadn't gotten an apology. As Itachi headed back inside, he was sure of one thing from that encounter.

He did not like Naruto Uzumaki.

…

Itachi was fluttering about the apartment as he waited for Sasuke to come home. All day thoughts about Uzumaki had been bothering him. He wanted to know why Sasuke was stooping so low as to humour the idiot in his bets, and whether Uzumaki was endangering his brother's life on a daily basis because of his stupidity.

When Sasuke came home, Itachi beckoned him to sit down at the kitchen table with him. Sasuke had clearly had a long day of training, with his dark hair stuck to his forehead with sweat in places and his clothes were spotted with dirt. Both Uchiha's kept their expressions apathetic.

"You want to know what I learned today?" Itachi asked calmly.

"I'm sure you'll tell me anyway," Sasuke replied. And Itachi did.

"Naruto Uzumaki is a member of your squad, which you've hardly talked about." Sasuke shrugged.

"There's not much to talk about. We go on missions and train. It would probably all be pretty boring to you."

Itachi had to agree with that, remembering some Genin missions he had been on during his younger years. Rescuing cats stuck in trees, picking up litter, watering an old lady's garden…they were hardly exciting adventures waiting to be told.

"You hadn't even told me who was on your squad."

"You never asked," was Sasuke's swift reply. Itachi cursed himself for not asking – Itachi himself had been busy, probably distant too because he was taking more missions again. He really hadn't meant to push Sasuke's life aside while he was busy restoring his own.

"I'm asking now."

"Naruto Uzumaki and Sakura Haruno are my squad members." Itachi had never heard of Haruno but after Naruto's introduction today he would be checking as to just what kind of person she was.

"I met Uzumaki today. He's…interesting." Sasuke snorted.

"He said you've got to be the 'scariest brother in the world'." Sasuke air quoted. Itachi felt a little bubble of warmth blossom inside him, glad he had given off the right impression to that little delinquent.

"I heard the two of you had a race?" Itachi went on.

"Yes, it was nothing really. The idiot clearly thought we were meeting at the bridge for training today so when he challenged me to that race…well, it was difficult not to pass up."

"He's clearly an imbecile, so why even bother to acknowledge his stupid game?"

"Because it finally shut him up so I could focus on what Kakashi Sensei was saying," Sasuke said, sounding exasperated. It still felt a little weird to hear Sasuke referring to Kakashi as a teacher.

"What does Kakashi think of Naruto?" Itachi asked Sasuke now. He wanted to know why the man hadn't sent that lunatic back to the Academy already. Sasuke shrugged again.

"He treats him the same as anyone else, pretty much."

"So, is Naruto a skilled ninja?" Sasuke looked at him as if he had just asked if goldfish were any good at solving algebraic equations.

"He's an idiot," Sasuke said slowly, as if Itachi were the idiot, "And he's a pain. We have to pick up his slack on missions. But then I have to pick up Sakura's slack as well. It's kind of annoying."

"You don't like your team?" That seemed to throw Sasuke. For a moment he was quiet, thoughtful.

"They're…friends," he said at last, struggling to shape the words.

"You're friends with Uzumaki?" Itachi blurted out. He didn't want Sasuke hanging around with that degenerate and thinking of him as a friend. Granted, Uzumaki probably had a hard life with no one to raise him but there were plenty of orphaned children and kids with tragic pasts that didn't act like Asylum escapees. Itachi was sure that Naruto couldn't do anything for Sasuke as a team member and would probably only lead Sasuke astray as a friend.

"Well…not friends…" Sasuke was groping for the right words.

"So you're not friends with him?" Sasuke nodded, then shook his head, and got up from the table, muttering,

"He's an idiot."

Itachi continued to sit at the table, tapping a finger against the wood. Despite Sasuke being well-protected by Kakashi during missions, the thought of Uzumaki bringing the squad down did not sit well with him. Missions were always going to be increasing in danger for Sasuke, and Itachi worried that Naruto might get them all killed with his obnoxious attitude and incompetent skills.

Drumming his fingers, Itachi thought about what to do next.

…

It was hard to believe, but Itachi thought he had found someone else in the village just as bad as Naruto. Not quite in the same way, but in terms of skill and Itachi's growing assumption that they were bad news, this person was tying with Naruto.

It was kind of low, but Itachi had done a little snooping to see what sort of person Sakura Haruno was. He had looked at her Academy records and had gathered little bits of information on her. Itachi didn't like what he found.

For one, Haruno was clearly obsessed with his brother. It surprised Itachi at first, because he thought Sasuke surely would have mentioned to him how this girl was so obviously pining after him. But Sasuke could be pretty blind when it came to feelings sometimes. Or perhaps he was simply too embarrassed to tell Itachi anything, although he suspected the former reason was more likely.

Either way, Haruno had loud conversations with another Genin girl about how she was going to 'confess her undying love' to Sasuke and even to be his first kiss.

The Academy reports on Sakura weren't overly impressive either. She was a good student, memorised facts well for the theory side of the Academy instruction but for the practical side she wasn't anything special – maybe not even anything average.

Chakra control was apparently her only redeeming trait. She lacked strength, didn't come from a family or Clan with any impressive Kekkei Genkai and had no particular affinity for weapon usage. She was average, if not below it.

Itachi began to worry even more that his brother might be in danger on missions because his team was clearly not up to standard. Between Naruto's asinine behaviour, Sakura's eternal love and both of their poor skills, Itachi was certain Sasuke could be on the way to an early grave.

He didn't understand these loud people Sasuke had to be around every day, and was certain Sasuke would suffer for it.

Itachi had never had teammates or friends like those. They were all respectable, calm and level-headed people. Was it his older brother instincts going into a crazy overprotective frenzy, or was he right in thinking that Sasuke's team-slash-friends were bad for him?

…

There was nothing for it. Itachi had to know what his brother was being put through. One morning, he followed Sasuke to training with his Genin squad. He felt bad about it, since Sasuke was oblivious to his brother's masked presence, but the urge to know outweighed the guilt.

Itachi watched and listened from afar as the team – Team 7 – assembled, Kakashi being the last to show up. Quelle surprise.

The team began training by practicing Taijutsu. Itachi was surprised to see that none of the Genin was that bad at it. They each had their own strengths which served them well throughout the exercise.

Sasuke was nimble, able to pull impossible feats of evasion and land quick blows. Sakura could read an opponent well and was careful, never taking unnecessary hits. Naruto had incredible stamina and his unpredictable style didn't go amiss.

Itachi was impressed. How could that be happening? At one point Kakashi seemed to look right at Itachi, as if letting him know he knew he was there. The look went ignored. There was definitely something wrong with this team, Itachi knew it.

They moved on to Ninjutsu next. It was almost painful to watch. Sasuke was well equipped with the Uchiha's Firestyle but Uzumaki and Haruno didn't seem to be able to do much of anything, let alone do it well.

By the time the training moved on to Genjutsu, Itachi was far less impressed with the team and was watching with a sour expression. Kakashi was glancing at his hiding place more and more often, trying to tell him to go away no doubt. But Itachi had to see just what Team 7 was made of.

Haruno could see through Genjutsu well enough but came up short when it came to casting one. Sasuke's Sharingan helped him both cast and break Genjutsu. Uzumaki clearly didn't have a knack for it, falling prey to every Genjutsu he was attacked with.

This exercise led the team into an argument. Sakura scolded Naruto which led to Naruto provoking Sasuke and Sasuke insulting Naruto all while Kakashi read his book and let the team argue. Itachi had seen enough. Clearly Sasuke wasn't learning anything with this squad and, most of all, his teammates were huge liabilities.

They were unbalanced, surely, and at least one of them must be unhinged.

Itachi approached the team, walking calmly out in the open, letting them see him coming. Naruto paled as he went closer and Sasuke glared at him, looking like he wanted nothing more in that moment than to banish Itachi to the other side of the universe, and Sakura was looking between the brothers, putting two and two together.

Kakashi shut his book and sighed a half-hearted greeting.

"I'd like a word, please," Itachi spoke softly, and Kakashi walked with him a little away from the squad.

"How can I help you?" Kakashi asked acidly. "I was in the middle of training my soldiers, but clearly you have something very important to say that must interrupt this."

"Perhaps you can tell me why you haven't disbanded this squad because two of them are clearly liabilities and are ill-equipped for a ninja's life."

"And which two would that be? I can assure you, Sasuke isn't the shining star of this squad any more than Naruto is the dead-weight."

"Sasuke is clearly better than his teammates and is being dragged down by their childishness and inability to perform basic ninja-"

"Does everyone get judged against Uchiha's now? Yes, Sasuke is talented but he forgets the most important thing about being in a team – teamwork."

That was probably true. Sasuke often preferred to do things on his own these days and had little patience for other people.

"Uzumaki and Haruno aren't good for Sasuke," Itachi insisted. Kakashi was looking thoughtfully at Itachi, eyes lighting up as he said,

"Oh, now I see! What it boils down to is the fact that you don't like Sasuke's choice of friends."

"Because they're idiots," Itachi hissed. Of course it sounded petty when Kakashi said it like that. But he was sure he was justified in his dislike of Uzumaki and Haruno. And Kakashi wasn't seeing it. "You need to wake up-"

"No, Itachi, you need to wake up. Sasuke is happy, no matter how much he likes to complain about his teammates. He's actually interacting with people his own age which I have hardly ever seen him do before this point. Naruto and Sakura are good for Sasuke, the same way Sasuke is good for them. Naruto and Sakura show him that he doesn't have to do everything by himself, that he isn't the only capable one, and Sasuke inspires the other two to get stronger. This is a fine squad, Itachi, and I hate to break it to you but this is as good as it gets."

Itachi glowered at the man. So maybe Team 7 weren't as bad a team as he thought, but he still didn't want Sasuke being friends with the crazy people.

He wanted Sasuke…safe. Uchiha's had been safe as a Clan; they had been the most tight-knit Clan in the village, rivalled only by the Hyuuga Clan.

"I'd want Sasuke to be with his own Clan," Itachi said, realising just how much he meant that. The Uchiha had stuck together. When Itachi thought about it, most of his childhood friends had been his family members. Shisui, his best friend, was his cousin, and they had understood each other in a way some friends couldn't, because they were related.

"But there is no one else in your Clan, except you, Itachi," Kakashi reminded him. "If you wanted you could forbid Sasuke to have any friends and keep him close to you. Or you could let him make friends and meet people. It depends on what sort of brother you want to be."

Itachi said nothing.

"What's that saying about letting the baby bird leave the nest? You can't protect Sasuke from everything all the time. You have to let go eventually. I can see you're afraid of change."

That's what it was all about. Uzumaki and Haruno were different from them. Uzumaki was brash and Haruno was obsessive. They carried the danger of bringing change to their lives, and on some level it made Itachi uneasy.

"I'm just not convinced that Uzumaki and Haruno are good team members for Sasuke," Itachi said quietly.

"This will convince you," Kakashi said with a gleam in his eye. "You three!" Kakashi called over the squabbling Team 7. "Try to get these bells from me." Kakashi dangled two bells in front of them and was met with a collective groan from the Genin.

"I hate this exercise!" Naruto yelled. "Why do I have to work with a bastard like him?" he pointed savagely at Sasuke, who came dangerously close to being accidently jabbed in the eye by Naruto's flailing hand.

"Don't talk about Sasuke like that!" Sakura admonished him. She glanced at Itachi. "Especially because…"

"Because what?" Naruto followed her gaze and gulped, realising he'd insulted Sasuke in front of his older brother, who had clearly put the fear of God into Naruto.

The Team began to bicker and Itachi raised a questioning eyebrow at Kakashi. Was this supposed to convince him that Sasuke should be friends and teammates with these people? Kakashi cleared his throat and waved the bells, reminding the Team of their task.

Team 7 finally put their squabbling to rest and got into battle stances. Itachi took a few steps back and watched them work.

In an exercise that stressed team coordination, Itachi half-expected the group to be stumbling around, treading on each other's toes and messing up each other's attacks.

He couldn't have been more wrong.

Watching Team 7, Itachi was reminded of a particularly dreadful mission he'd been assigned one winter as a Chuunin. The mission involved catching a ninja who'd been identified as a thief. Dead or alive, it didn't matter how Itachi dealt with the man. It was a bothersome few days as the thief proved to be adept at running away. Finally, Itachi had caught up and battled against him.

The ground had been slippery with ice and the air seemed to suck the heat right out of Itachi. It had been a harsh winter for everyone, human and beast. A nearby pack of wolves had obviously been starving and were drawn to the sounds of the two ninja fighting. For them the clash of steel was the same as the ring of a dinner bell.

Itachi had seen the animals sneak up behind his opponent, who was so focused on Itachi he failed to even sense the nearby animals. Why the wolves decided to have the thief for their meal and not go for Itachi was something he would never know. Itachi took to the trees, balancing on a branch and watched as one of the wolves, a massive beast with paws the size of dinner plates, had leapt out of the bushes and clamped its jaws hard around the thief's leg.

The animal was clever, held on only for a moment before retreating, getting out of the way of the thief's kunai slashing in a downward arc. Several other wolves silently crept out and surrounded the thief, who, with his injured leg and exhausted chakra, could do hardly a thing to protect himself or get away from the predators.

Engrossed, Itachi had watched the wolves circle the man, working together to slowly wear him down, trick him into turning his back on one of them and, eventually, silenced him forever. Those wolves were probably a cut above the regular kind – faster, smarter, stronger and bigger – but the way they had brought the thief down left Itachi with a kind of morbid fascination for the beasts.

Team 7 worked just as well as those wolves. They took their time, attacking with an almost eerie silence that could only betray their absolute focus on their task.

Each of them had their role to play.

One distracting Kakashi, making sure he kept his eyes off the other two with her light attacks and feints, but mostly keeping out of harm's way. Sakura.

One wearing him down, dancing around Kakashi, forcing the man to constantly move and either fend him off or be subjected to a blow. Sasuke.

One attacking heavily only when the opportunity presented itself and feigning the rest of his attacks, acting as the power house of the group. Naruto.

Itachi was struck with the same kind of fascination as he had for the wolves as he watched the trio work, wearing Kakashi out with lethal cunning that made Itachi a little nervous, thinking of what these three could grow into after a few years of training.

They were smart enough to see that trying to trick their opponent was out of the question, and the better tactic was to keep themselves in plain sight and give him something to think about. To keep him moving, wear him down to the point where he got a little sloppy and then…bam.

By the end of the exercise the team had only managed to get one bell of the two, and that was probably partly because Kakashi was lowering his own skill level to suit theirs, but Itachi was impressed with the team nonetheless.

Kakashi gave Itachi an 'I told you so' look after he called the exercise to an end and ordered the squad to take a break. As soon as he said the words, the trio of Genin broke out into an argument, yelling at each other and blaming each other for whatever they thought went wrong during the exercise.

"They make a good team, I'll admit," Itachi said as he stepped over to Kakashi, a little ways from the group. He watched Naruto shout loudly at Sasuke and make a move as if to punch him which Sasuke side-stepped, causing Naruto to half-fall into Sakura who hit him hard across the back of the head. "I still don't like Sasuke's choice of friends, though," Itachi continued. Why did they have to be so loud?

"Heh. Somehow I think every older sibling hates the friends their younger sibling has."

Probably, Itachi thought to himself, if every younger sibling decides to pick friends that are as moronic as those two.

Itachi wondered if he really did hate them. He could have sworn he saw Sasuke smile once during that training session, although he certainly wasn't smiling when he met Itachi back at home, still miffed that Itachi had followed him to training like some kind of control-freak parent.

Even now, a year later from that time, Itachi couldn't find it in him to truly hate Uzumaki or Haruno. The way both of them had showed up at his door with tears in their eyes the morning after Sasuke defected was enough for Itachi to know that they truly were his brother's friends, and he couldn't ask for much more than that.

Edited 3/7/15

And Team 7 have finally made their appearance, as promised. It was actually a lot of fun to write.

Thank you to akasukifangirl, gentleflam51 and jmtothemusic for reviewing.

akasukifangirl: No, not the plot hole! Ah, it is the bane of all writers. Yeah…let's just go with Itachi not having enough chakra. Haha, somehow, I still just can't see loads of Itachi clones helping with the housework and errands although it is a smart way to go about doing chores. I might re-upload that chapter and remedy that plot hole at some point. I might actually get rid of that chapter altogether since it wasn't my best work and there wasn't a lot of purpose to it. Anyway, thank you for pointing out the mistake Whenever someone is late, I immediately jump to the worst conclusions so I would turn into a nervous wreck if someone was four hours late for me! I hope this chapter was better than the last and that Team 7 did not disappoint.

gentleflam51: Haha, it's good to know you've never been forgotten. Hopefully your cousin wasn't left anywhere for too long! Hmm, I might have that matter of Itachi not joining up with the Akatsuki complicate things later on. I haven't fully decided where this fic will end up but that matter is definitely something I'm thinking about.

jmtothemusic: Thank you so much, I'm very glad you've enjoyed it so far. I'll try to update fairly regularly but I can make no promises ;) Hopefully you'll enjoy this chapter too.

Thanks for reading,

Cipher.