Disclaimer: I don't own High school dxd or Naruto only my OC

Shadow Mystogan Uchiha: Thanks for the support! And I will take your vote into consideration.

Damien Falls: Noted… best buddy…

ssjbluegohan: Itachi will get the rinnegan at some point, probably at the final arc of this story. When that is, I do not know yet.

PersonaQeminod1: Thanks for the vote, and Itachi's past will be revealed for the rest of the club soon.

Chapter 13: The last of the clan!

"What!" Rias exclaimed. "For the Governor of the fallen angels to infiltrate my territory and interfere with my business… On top of that trying to make advance on one of my servants. He deserves to die a thousand times over!"

"His been in this town for quite some time actually." Itachi said.

"You knew!?" Rias yelled.

"I confronted him the day Issei meet Raynare." Itachi replied.

"What?" Rias asked narrowing her eyes.

"I just arrived in town, felt his presence and confronted him, he told me he was here to check out if Kokabiel had ordered Raynare to do something to Issei." Itachi said and then eating some sweets that he was sharing with Koneko.

"Wait you were watching me?" Issei asked.

"Well since Rias had seen something interesting in you. I decided to see what it was for myself, and saw that you possessed the Boosted Gear." Itachi replied.

"Buchou, is it true that there will be a meeting of the faction leaders in town?" Koneko asked.

"Yes, I received information about it earlier, too. All the leaders are meeting to discuss what will happen in the future." Rias replied.

"So, this means the fight with Kokabiel affected the relationship between devils, angels, and fallen angels?" Xenovia said.

"If the heads of devils and fallen angels suddenly meet in this town, the situation will become even more complicated. I wonder what is going on? With Azazel?" Rias said.

"Is he after my Boosted Gear after all?" Issei questioned.

"I doubt it, well at least for the moment." Itachi said.

"What makes you say that?" Issei asked.

"He may be interested in your Boosted Gear, but I doubt he will try anything reckless after what happened with Kokabiel. Besides he is not interested in starting a new war remember, Kokabiel said so himself." Itachi replied.

"I guess."

"Still I'm more worried about the summit." Itachi muttered.

"Hm, did you say something, Itachi-senpai?" Issei questioned.

"Oh, it's nothing don't worry about it." Itachi replied.

Next day

"Morning." Xenovia said meeting Itachi, Rias, Asia and Issei on their way to school.

"Good morning, Xenovia-san." Asia replied.

""Morning."" Itachi and Rias said.

"Mornin'. It looks like you've gotten used to living in this country, huh?" Issei said.

"Yeah, the place buchou prepared for me is easy to live in." Xenovia replied.

"This place is supported by the devils, so it's safe for many reasons." Rias commented.

Time skip: the academy pool

"Wow, that's gross." Issei said looking down at the pool, that looked like it hadn't been clean for a year.

"It hasn't been used since last year." Akeno said.

"So, are we supposed to clean this?" Itachi asked. "More importantly, why does the Occult Research Club have to clean the pool?"

"It's actually the student council's job, but to thank them for their help with Kokabiel, we've taken over the job for the year. In return, for a little while after we finish cleaning it, the pool will be all ours." Rias replied.

"Huh, so why is Michael-sensei here?" Itachi asked looking towards Michael's direction who was wearing a pair of black trunks.

"Since I'm the teacher responsible for looking over the club, I'm here to make sure you do a proper job, plus Akeno invited me. Said something about showing me something." Michael replied.

The group directed their looks towards Akeno who had her usual smile while thinking. 'She totally wants him to see her in her swimsuit.'

"In the name of the Occult Research Club, let's surprise the student council with how clean the pool is!" Rias said.

""Yes ma'am!"" They replied.

Everyone left into the locker rooms to change.

"Swimsuits, swimsuits!" Issei said happily. "Itachi-senpai, aren't you excited to see buchou in her swimsuit?" Issei asked.

"Why would I?" Itachi questioned.

"Oh, come on, you mean to tell me you're not interested even the slightest?"

"Not really." Itachi replied.

"Are you even a man!?" Issei asked.

"Yes, and before you ask, yes I'm straight." Itachi replied. "I just think there are more important things to think about."

"There's no need to lie, it's just between us guys." Issei said.

"… No need to lie, huh?" Itachi muttered while having a sad look on his face.

"What was that?" Issei asked.

"Nothing just thinking to myself that's all." Itachi replied.

"Issei-kun." Kiba said with his shirt buttoned up. "I promise… Even if someone is after you, I will protect you."

"Where did that come from?!" Issei asked.

"Something like this is hard to say, you know?" Kiba said.

"Um, well… thanks…" Issei replied not sure what was going on.

"Well I'm done I will see you guys later." Itachi said walking out.

"Wait don't leave me Itachi-senpai." Issei muttered as Itachi walked out.

As Itachi walked out the door. "Three, two, one…"

"I-I'm going out first, okay?" Issei said exiting the door in a hurry.

"Oh, Issei-kun..?" Kiba said

'I can say I'm straight for sure, but I can't vouch for Kiba.' Itachi thought.

As soon as the pool was cleaned, Akeno used magic to fill it up with water.

"Now everyone, swim to your heart's content!" Rias said then turning her attention towards Itachi. "Itachi?"

"Yes." Itachi replied.

"What do you think of my swimsuit?" Rias asked. She was wearing a white bikini.

"Oh, I guess it looks good on you." Itachi replied not sure what to say.

"Michael-sensei, what do you think of mine?" Akeno asked. Wearing a blue-red bikini.

"Your what?" Michael asked.

"My swimsuit." Akeno said.

"It looks good." Michael replied then went back to reading a book.

"Issei-san!" Asia said. Wearing a school swimsuit. "I've changed into my swimsuit, too."

"Oh, Asia, you look cute! I'm very happy!" Issei replied

"It makes me happy to hear that!" Asia replied.

"Itachi-senpai?" Koneko said also wearing a school swimsuit. "What do you think of my swimsuit." Koneko said with a hint of pink on her cheeks.

"You look cute, Koneko." Itachi replied.

"By the way where is Xenovia?" Issei asked Asia.

"Oh, s-she was having trouble putting on her swimsuit and told me to come first." Asia replied.

"I see." Issei said.

"Itachi?" Rias said with Koneko behind her.

"What now Rias?" Itachi asked.

"Can you do me a favor?" Rias asked.

"What?" Itachi questioned.

"Can you help to teach Koneko to swim?" Rias asked.

"Oh, yeah sure." Itachi replied.

They got in the water as Koneko was holding Itachi's hands while kicking with her legs in order to swim, while occasionally taking her head under water and coming back up for air.

"All right now, one-two, one-two." Itachi said.

"You can do it Koneko-chan!" Asia cheered.

"Itachi-senpai?" Koneko said.

"What is it?" Itachi asked.

"Sorry for making you help me." Koneko said.

"Oh, don't worry about it, I once had to teach my little brother how to swim too, it's no big deal, it's actually kind of fun." Itachi said.

"Itachi-senpai, I didn't know you had a little brother?" Koneko said.

Itachi widened his eyes, he just slipped it out.

"Senpai?" Koneko questioned.

"Itachi?" Rias questioned.

"Yeah, I had a little brother." Itachi replied.

"What's his name, and why don't you ever talk about him?" Koneko asked.

Itachi sighed and decided to roll with it. "His name is Sasuke, Uchiha Sasuke. And I don't talk about him because… his dead." Itachi replied.

"Oh, I'm sorry I shouldn't have asked." Koneko said with a sad look.

"It's all right, I'm fine really." Itachi said petting Koneko's head. "Well let's get out of the water, it's about time for Issei to teach Asia to swim." Itachi said with a smile. Itachi then remembered something. 'No need to lie, huh? Maybe… I shouldn't lie to them anymore, maybe I should tell them everything.'

Everyone had a great time swimming around in the pool, while Michael was laying on a sunbed. Akeno looked at him and then gained a smile.

Michael pov

Michael was enjoying his little nap, when he suddenly felt something heavy, soft, and wet laying on top of him. He slowly opened his eyes to see a topless Akeno laying on top of him pressing her massive boobs against his chest while having a seductive smile.

"W-What are you doing?" Michael asked with a small blush on his face

"How about you come with me?" Akeno said dragging him away into one of the locker rooms.

Itachi pov

"Where are, they going?" Itachi questioned.

"Itachi, could you rub some suntan lotion on me?" Rias asked laying on her front with her bikini back hooked open.

"Sure." Itachi replied in a very uninterested tone. He put some lotion on his hands and began to rub it on Rias's back.

"Hey, Itachi?" Rias said.

"Yes?" Itachi said.

"Do you want to rub lotion on my chest, too?" Rias asked.

"…."

"Well how about it?" Rias asked.

"You can't be serious?" Itachi questioned.

"I' am very serious." Rias replied.

"…."

"Well?" Rias said.

"No thank you." Itachi replied.

"Oh, well I had to try." Rias said in a disappointing tone. "Do you want me to rub some lotion on you later?" Rias asked.

"… I'm good." Itachi replied.

After Itachi was done he went away from the group to be alone for a while. "I can't believe I just slipped like that mentioning Sasuke like that, I got careless."

"What are you doing?" Xenovia asked.

"Oh, hey Xenovia. What have you been doing?" Itachi asked.

"It's my first swimsuit, so it took me some time to put it on. Does it look okay?" Xenovia asked.

"It looks good, but even if it was your first time it shouldn't have taken that long." Itachi replied.

"Actually, I did some thinking after I changed." Xenovia said.

"Thinking?" Itachi questioned. "About what?"

"Uchiha Itachi, I have a serious matter to discuss with you." Xenovia said.

"Just call me Itachi, so what is it you wanted to discuss?" Itachi asked.

"Wll then, Itachi. I'll start again." Xenovia said pausing a little bit. "Will you make a baby with me?"

"Huh?" Itachi questioned as Xenovia pushed him into the equipment room. Itachi looked up as Xenovia closed the door.

"Did you hear me, Itachi? Make a baby with me."

"Pardon?" Itachi said.

"Before, serving God was my dream… my reason for living. But now that is gone. When I asked Rias buchou about it she said. That devils have desires, grant desires, give desires, and hope for desires. And she told me just to live the way I want." Xenovia said.

'So it's all Rias's fault that this is happening.' Itachi thought with an annoyed expression.

"So then I decided to have a womanly dream and goal… to have a baby." Xenovia said.

"Well that is a good goal and all but…" Itachi said.

"As I was watching you fight Kokabiel, I thought your powers are impressive and when you said that your future children can get that powerful ability you possess, I made up my mind." Xenovia said.

"Wait a minute." Itachi said.

"I would want my child to have those unique and strong genes." Xenovia said.

"Wait." Itachi said.

"It is fortunate that we are alone here. It must be God's will… Ow!" Xenovia said holding her hand over her forehead duo to the pain. "Anyway, let us try right away." Xenovia said removing her top.

"Now hang on just a minute." Itachi said but to no avail.

"Unfortunately, I have no experience with men. I'll follow you, you seem to have some knowledge." Xenovia said while pushing Itachi down.

"H-Hey!" Itachi said.

"As long as you follow the procedure for making a baby, you can do as you wish." Xenovia said.

"I-Issei is more into this stuff then me, why not ask him?" Itachi questioned.

"True Issei has the power of a dragon, but so do you plus more." Xenovia replied.

"Look were only in our late teens, there is no need to think of making a baby now." Itachi said.

"That's why we could only practice for now." Xenovia replied.

"W-Wait a minute, Xenovia." Itachi said as Xenovia grabbed his hand and placed it on her breast.

"My boobs may not be as big as Rias buchou, or Akeno-senpai, however they are quite big too don't you agree." Xenovia said.

"Well yeah, but I don't really care about how big they are, that's more Issei's thing." Itachi said.

"Then why not do it?" Xenovia asked.

"Well because I may not be the right guy to take your first time it should be with someone you love." Itachi replied.

"I didn't ask you only because of your power." Xenovia muttered with a small blush.

"Huh?" Itachi questioned.

"What is the meaning of this, Itachi?" Rias said standing in front of the open door.

"Rias?" Itachi questioned.

"Itachi-senpai is a pervert." Koneko commented with Asia behind her covering her eyes while blushing.

"What's wrong, Itachi? Come now, let's make a baby." Xenovia said completely oblivious to the situation.

""… baby?"" Rias and Koneko questioned. While gaining a dark aura.

'Oh, crap.' Itachi thought.

"Any last words?" Rias asked while making a magic circle in her hand as Koneko cracked her knuckles.

"Just do it." Itachi said

After sometime Itachi woke up seeing that everyone was about to leave. "Oh, your finally awake." Rias said.

"No thanks to you." Itachi said then noticed that he was no longer wearing his swimsuit but his academy uniform. "Why am I dressed in my uniform?" Itachi asked making Rias, Koneko and Xenovia look away while blushing. 'Don't tell me.'

"They changed you." Issei said.

"You are quite manly, Itachi." Rias said holding her hands on her cheeks.

"Indeed." Xenovia said while blushing.

"Big boy." Koneko commented

Itachi sweat dropped. When noticing that two people were missing. "Where is Michael-sensei and Akeno?"

"Now that you mention it, I haven't seen them for a while." Rias said when suddenly something was heard coming from the boys changing room. They went in to see Michael standing in front of Akeno who was on her knees with some white stuff in her face.

""What did you do in there?!"" The group questioned.

"Relax it's not what you think!" Michael said waving his hands in the air.

""Then what is it?"" They all asked in a suspicious tone.

"Look she fell, and I accidently spilled some milk on her." Michael said holding an empty milk bottle.

"Oh, was that all." Rias said.

"Yes!" Michael said.

"Well get your stuff were leaving." Rias said.

"R-Right." Michael replied.

"Yes ma'am." Akeno said wiping the milk off her face.

As they were walking back to the club Akeno went up to Michael and whispered in his ear. "Nice job with the milk excuse." Michael froze dead in his tracks with a blushing red face.

"Michael-sensei, you coming or what?!" Issei asked.

"Y-Yeah, be right there!" Michael replied.

Time skip: the club room

Itachi was sitting on his knees while Rias was scolding him. "What made you commit such a perverted act, Itachi?" Rias asked.

"No, it wasn't perverted, he was just trying to make a baby with me." Xenovia said trying to defend Itachi.

"Xenovia, stop you're not helping." Itachi said.

"Things seems to be very lively in here." Sirzechs said appearing out of a magic circle with Graifya. "Is it some kind of special event?"

"O-Onii-sama?" Rias questioned.

"Maou-sama?" Issei said bowing along with Kiba, Akeno and Koneko.

"You must be Asia Argento?" Sirzechs asked looking at Asia.

"Um, yes." Asia replied.

"I've heard that you are an excellent Bishop who takes good care of Rias." Sirzechs said.

"That's…"

"Please, relax. I came here on private business."

"Private?" Rias questioned.

"Oh, hey there, Itachi-kun." Sirzechs said.

"Hello Sirzechs." Itachi replied.

"Have you taken Rias's virginity yet?" Sirzechs asked.

"O-Onii-sama!" Rias yelled with a red face.

"No I have not." Itachi replied.

"Sirzechs-sama, you're not here to play games." Grayfia said pinching Sirzechs cheek.

"It hurts Grayfia! It hurts!" Sirzechs screamed.

"Still a moron." Michael commented.

"That's cruel Michael-kun." Sirzechs said as anime tears streamed down his eyes.

"So you're the maou?" Xenovia questioned. "Nice to meet you, I am Xenovia."

"Pleasure to meet you, Xenovia." Sirzechs said. "I didn't believe my ears when I first heard that the Durandal user had joined my sister."

"I also think it was bold of me to become a devil. Even now, I have some regrets. That's right, why did I become a devil in the first place…? Was I desperate…? No, but at the time, I…" Xenovia said.

Sirzechs let out a laugh. "It's nice that there are so many fun people in my sister's family. Xenovia, I'd like you to support the House of Gremory as part of Rias' family."

"I have no choice if the legendary maou Lucifer, says so. I will do what I can." Xenovia said.

"Thank you."

"More importantly, onii-sama, why have you come?" Rias asked.

"What are you talking about? Isn't it almost time for open house?" Sirzechs replied.

"N-No way…" Rias said.

"I want to see my little sister in action as she studies." Sirzechs said.

"Grayfia, were you the one that told him?" Rias asked.

"Don't worry, father will come as well." Sirzechs said.

"But you're the maou! You can't just leave your work like that." Rias argued.

"No, no, this counts as work, too." Sirzechs said.

"Wh..?" Rias questioned.

"We were thinking of holding the faction leader summit at this school." Sirzechs said.

"A-At kuoh academy!?" Rias questioned.

"This place is for some reason really popular with the supernatural world." Itachi commented.

Time skip

Sirzechs and Graifya stayed over at Itachi and Rias's place for the night much to Rias's embarrassment. Itachi was walking around the town in the morning. 'The summit, a lot of things can go wrong, I need to be prepared in order to protect Rias and the others.' Itachi broke out of his train of thought when he saw an old man had fell on the ground. "Mister, are you alright?" Itachi asked helping him up.

"Oh, thank you young man, I tripped you see and in my age is not that easy to get back up." The old man said. He had short grey spikey hair, black eyes, and looked to be around his late sixty's. He had a white cane with a black line going down the middle. "Say would you mind helping me out with something?"

"Um, sure." Itachi replied.

"Could you help me get to the train station?" The old man asked.

"Sure."

"So, kid what's your name?" The man asked.

"I'm Uchiha Itachi."

"A well then, do you mind if I call you, Uchiha-kun?" The man asked.

"I guess it's fine." Itachi replied. "So, you're not from around here?"

"Oh, no I was just visiting an old friend."

"Do you happen to know when your train leaves?" Itachi asked.

"It doesn't matter if I lose this one I will just take the next one. By the way Uchiha-kun?"

"Yes?"

"Tell me a good-looking kid like you must be very popular with girls, right?"

"Um, I guess I am."

"I was just like that when I was younger as well you see, I was quite the looker back in the day." The man said.

"No kidding." Itachi said.

"Yep, had fangirls all over me." The old man said. "But I eventually found the very special someone."

"Is that so?"

"Tell me do you have someone like that?"

"I think I do but I'm not really interested in a relationship like that at the moment." Itachi replied.

"You don't say."

"Well looks like we're here." Itachi said standing in front of the local train station. "Should I walk you in?" Itachi asked.

"Oh, no it's fine." The old man reached for something in his pocket. "Here, for all your trouble." The old man held out a piece of candy.

"Oh, no it wasn't any trouble at all." Itachi assured.

"Please take it. I wouldn't want my savior to go without a reward." The old man insisted.

"Well I guess I will accept then." Itachi said taking the piece of candy, unwrapping the candy and putting it in his mouth.

"How is it?" The old man asked.

"Sweet, tastes like strawberry." Itachi replied. "Well then farewell."

The old man saw Itachi walk away and closed his eyes and smiled. "Farewell, Uchiha-kun." The old man opened his eyes revealing two red eyes with three black tomoes and a black dot in the center. The old man then disappeared in the crowd.

Itachi walked towards the academy seeing Issei talking to a young man with dark silver hair and light blue eyes, wearing a V-necked shirt with a high-collared black leather jacket over it. He also wears burgundy jeans with silver chains dropping over them and black leather chaps with three bands encircling his right calf, and black shoes with black buckles. 'His energy it feels familiar.' Itachi thought when he remembered. 'The White Dragon Emperor.'

"I am Vali, White Dragon Emperor… the Vanishing Dragon."

"You…?" Issei said when his hand started to react to the presence of Vali.

Vali pointed his finger on Issei's forehead. "You're so vulnerable. If I were to use magic on you now…"

"I would stop there if I were you." Itachi said getting in between Issei and Vali, as Kiba and Xenovia arrived holding their blades in an x-formation around Vali's neck.

"Don't you think you're taking this joke a little too far?" Kiba said.

"We can't have you starting a fight with the Red Dragon Emperor here, White Dragon Emperor." Xenovia said.

"Issei-san?" Asia said arriving on the scene.

"Asia, get back." Issei said.

"I wouldn't do that if I were you. The only two in your group that can fight me are Michael Shadow, and this guy the son of Tannin Itachi Uchiha. The rest of you can't beat me. But you can keep going if you don't care about attracting attention." Vali said making Kiba and Xenovia lower their blades. "Hyoudou Issei, how do you think you rank among the strong in this world?" Vali asked.

"What?" Issei questioned.

"Your Balance Breaker… It's incomplete, but counting from the strongest, you'd be in the four-digit-range. Somewhere between 1000th and 1500th. No, wait, based on the specs of its host, I'd say it's lower than that." Vali said.

"What are you trying to say?" Issei asked.

"Unlike your Shadow demon friend who is ranked nr.3 of the strongest in the world, you are really weak. Hyoudou Issei is a valuable person, you should take better care of his training Itachi Uchiha and… Rias Gremory." Vali said, making the group minus Itachi to turn around to see Rias, Akeno and Koneko.

"Buchou?" Issei said.

"White Dragon Emperor." Rias said. Walking up to her servants along with Akeno and Koneko. "What are you trying to do? If you are working with the fallen angels, we won't deal with you any more than necessary."

"The Welsh Dragon and the Vanishing Dragon, called the Twin Sky Dragons… People involved with the Red and White Dragons in the past haven't lived the best lives. How will you peoples life's turn out, I wonder?" Vali questioned with a smirk.

"Those people didn't have people like me. I think we will manage." Itachi said.

Vali let out a little chuckle. "I did not come here today to fight. I'm a busy person, you know." Vali said walking away. "Oh, by the way, Itachi Uchiha. Yagura is in town with his boss somewhere, thought I should let you know."

"Itachi, who's Yagura?" Rias asked.

"His… A dragon slayer like me." Itachi replied.

"N-No way! There are others?" Issei asked.

"Yagura is a water dragon slayer. He and I are the only dragon slayers out there actually." Itachi said.

"Then are you guy's teammates?" Kiba asked.

"No, Yagura is different than me." Itachi said.

"How so?" Rias asked.

"Unlike me, he killed his dragon and bathed in his blood." Itachi replied.

"What seriously? Why?" Issei questioned.

"To gain the ultimate power of a dragon slayer… he became a dragon." Itachi said.

"What do you mean?" Xenovia questioned.

"By killing dragons, a dragon slayer gains the power of transforming into a dragon." Itachi replied.

"H-His a dragon now then?" Issei asked.

"Yes. He also wants to fight me." Itachi said. "Probably even kill me."

"Well we will not let that happen." Rias said holding Itachi's hand.

"It won't be that easy to deal with him. His on the same level as Tannin tou-san." Itachi said.

"The same level as the Blaze Meteor Dragon King?" Xenovia said in shock.

"How strong are you compared to Tannin?" Rias asked.

"I'm not sure, I don't think I have ever seen tou-san at full power. And I have never fought him with my full power either." Itachi replied.

Itachi looked at the palm of his hand, suddenly getting flashbacks of his hands covered in the blood of his clan. 'It's almost time, since that night…' Itachi thought.

Time skip: classroom

Itachi was sitting on his desk finishing a few assignments. "Uchiha-san!"

"Hm." Itachi turned his attention to one of his to one of his classmates.

"There is an underclassman here to see you."

Itachi walked to the door to see it was Xenovia. "Is something wrong Xenovia?" Itachi asked.

"Itachi-senpai, sorry about saying that suddenly the other day." Xenovia said making Itachi remember the making a baby together thing.

"Can we talk about this later." Itachi said.

"That's why we should use these for practice first." Xenovia said holding up four different condoms.

'Oh, dear.' Itachi thought.

"What?!" The whole class erupted

"Itachi, what is the meaning of this?" Rias said appearing behind Itachi, with her usual smile however she was letting out a dark aura.

"Um, well you see…" Itachi who was about to explain was interrupted by Xenovia.

"Itachi-senpai, about our plans for intercourse…" Xenovia said holding one of the condoms up.

Rias began crushing Itachi's cheek by pinching them. "Please put that away" Itachi muttered as Rias began to pinch his cheek harder.

Time skip: later that night Rias pov

Rias opened the door to Itachi's room in order to sleep with him, but when she opened it he was not in there. "Where could he have gone?" Rias asked herself. She looked out the window, seeing Itachi standing outside in the front yard looking at the full moon.

"Why is he up so late?" Rias wondered.

She walked down stairs and towards the door, when she opened it she went up to Itachi. "Itachi, is everything alright?"

Itachi turned around towards Rias, having Rias seen something she have never seen before.

Itachi was crying, he was crying. He wiped the tears away. "Oh, Rias, what are you doing up this late?"

"I-I was going to ask you the same thing." Rias said. "Itachi, why were you crying? Is something wrong?" Rias asked concerned.

"I-It's nothing, come on let's go back to sleep, you can even sleep in the bed with me I don't mind. Come on let's go." Itachi said pushing Rias back into the house.

"B-But?" Rias said.

"Come on now tomorrow is open house remember you must rest." Itachi said.

Next day: open house

Itachi, Rias, Akeno, Issei and Asia were sitting outside.

"Itachi?" Rias said.

"Yes?" Itachi said.

"About last night." Rias said.

"What happened last night?!" Issei questioned.

"Itachi, why were you crying?" Rias asked.

""Crying?"" The rest of the group questioned.

"…."

"I found him outside last night looking up at the moon and crying. Why were you crying?" Rias asked again.

"Does it really matter?" Itachi questioned.

"It matters! I'm worried about you!" Rias said. "Please tell me."

Itachi opened his mouth when suddenly something was heard.

"A MagicGirl photoshoot?!" They heard a boy yell.

"Come on! As former photography club members, we must record this event!" An army of boys ran together.

"MagicGirl?" Issei questioned.

"It can't be!" Rias said.

"I bet it is." Itachi commented.

"Ara, ara." Akeno said while letting out a little chuckle.

They went in to see if it was who they thought it was.

"One more shot, please!" A boy said while taking pictures.

"P-P-Please, look over here!" Another one said.

"Isn't that… a Magical Girl Milky Spiral 7, Alternative cos-play?" Issei asked. Seeing a beautiful young girl with long black hair tied into twin tails, violet eyes, a child-like body with large breasts, she was wearing a pink Magical Girl outfit.

"Issei-san, you sure know a lot about it." Asia said.

"One of my regulars made me marathon the whole anime with him before." Issei said.

"A regular?" Asia questioned.

"Hey! This is a school! What do you think you're doing? C'mon, move along now!" Saji told the boys.

"This is tyranny, Student Council!" One of the boys complained.

"What's wrong with a photoshoot?" Another one complained.

"Don't cause unnecessary commotion on the day of Open House! Break it up!" Saji said.

"What the hell?" One of the boys said.

"See you later, Milky!" Another one said.

"Um, are you someone's family member?" Saji asked the Magical Girl.

"Yup!" She nodded.

"Showing up at school wearing that outfit is problematic…" Saji said.

"But…" The girl said beginning to do poses. "Mirurun miruru spiral…! Miru!"

"Seriously, please…" Saji said.

"Hey Saji, looks like you're actually doing your job!" Issei said.

"Don't tease Hyoudou." Saji said.

The doors opened revealing Sona. "Saji. What is going on here?"

"Um, president this person her…" Saji said.

"Found you, So-tan!" The girl said. She jumped down from the stage and ran up to Sona. "Sona-chan! Sona-chan what's wrong? Your face is all red. You finally get to see your onee-sama again. You should be happier! You should be like "Sister dear!" and I'd say "So-tan darling!" and we'd hug and have some girl-on-girl action!"

"Onee-sama?" Issei questioned.

"She is Lady Serafall Leviathan-sama." Rias said.

"One of the four current maous and the President's onee-sama." Saji said. "It is also my first time meeting her, though…"

""Really?!"" Both Issei and Asia said.

"Aren't you actually really, really happy to be able to see me?" Serafall asked.

"It's been a long time, Lady Serafall-sama." Rias said.

"Oh, it's Rias-chan! Long time no see! How've you been?" Serafall said.

"Good, thanks for asking. Did you come for Sona's Open House today?" Rias asked.

"Yes! But So-tan was so mean! She didn't say anything about Open House. I was so shocked, I almost attacked Heaven!" Serafall said.

"I have no idea if she's joking or not." Issei said.

"Oh, she's not joking." Itachi commented.

"Oh, It-tan!" Serafall yelled out in joy.

"You know her?" Issei asked.

"Y-Yes. She used to sometimes accompany Sona when she came over at Rias's place." Itachi replied.

"Hello Serafall-sama." Itachi greeted.

"It's been so long. Why did you disappear all of the sudden!? And without saying goodbye, I thought I would never see the male-version of So-tan again!" Serafall said in a playful expression.

Itachi twitched his eyes at that comment. "I-I'm sorry, Serafall-sama…"

"I forgive you, It-tan!" Serafall said hugging Itachi's head into her breast.

"Onee-sama, please let go of him." Sona said.

"Oh, did So-tan get jealous." Serafall teased.

"Onee-sama, I am responsible for the student council at this school. Even if you are family, I cannot approve of such actions or such clothing!" Sona said.

"Aw, Sona-chan! You're making me sad saying things like that to me! You know that I want to be a magical girl! With my sparkling staff, I'll obliterate all the angels and fallen angels!" Serafall said.

"Onee-sama. Please, have some self-respect. If you start sparkling, you could annihilate a small country in a few minutes." Sona said.

"Hey, Saji." Issei said.

"What?" Saji asked.

"When Kokabiel attacked President Sona didn't call her onee-sama, but it wasn't because they don't get along, was it?" Issei asked.

"It's the opposite. It's because Serafall-sama dotes on her sister, President Sona, too much. If President Sona had asked her for help, the situation would have gotten out of control." Akeno explained.

"I-If she found out her little sister had been violated by a fallen angel, she probably would've started a war then and there."

"I can't take it anymore!" Sona said running out of the room.

"Wait, Sona-chan!" Serafall said running after her.

"Please don't come near me!" Sona said.

"Well I should probably go help the president." Saji said.

"R-Right… Good luck!" Issei said as Saji ran after them.

Time skip Itachi's house

After the Open House was over Rias's father and brother came over to watch a few tapes they took during the Open House.

They looked at the tapes and Rias ended up getting embarrassed at her father and brother. Itachi tried his best to cheer her up which thankfully it worked.

Itachi and Rias went up to his room. "It wasn't that bad." Itachi said.

"I felt like I was going to die from the embarrassment." Rias said.

"They're not that bad." Itachi said.

"Easy for you to say, Tannin doesn't embarrass you like that." Rias said.

Itachi let out a nervous chuckle. "Well he has more pride."

"Hm."

"Besides, you looked adorable in those tapes. Especially when you got embarrassed at your father during filming." Itachi said.

"Really?" Rias asked.

"Besides their only showing love towards you, even if they do it in an embarrassing way." Itachi said.

"Itachi." Rias muttered.

"What is it Ria-mmmph" Rias jumped up and kissed Itachi pinning him down on the bed.

"Ria-Mpf" Without letting Itachi take the chance to take a breath Rias kissed him again.

"Mmchu…Ita..chu…chi..mmm…" Rias continued to kiss him intensely. Her tongue coiling around his, and her breath turned heavy. Her face was flushed and she started moaning from the deep kiss they shared.

"You two are acting lovey-dovey I see." Sirzechs said standing in the door.

Rias stooped kissing Itachi. "O-Onii-sama!"

"Rias, there's something I just thought of." Sirzechs said.

"What is it?"

"Don't you think it's about time to release your other Bishop?"

"That's right you have a second Bishop." Itachi said.

"You knew?" Rias asked.

"I saw that you're remaining pieces had no other Bishop only a Rook left. So I did the math and found it out easily." Itachi replied.

"Do you know why he was sealed away then?" Sirzechs asked Itachi.

"His powers were too dangerous for Rias to control, right." Itachi replied.

"My, my you sure know a lot Itachi-kun." Sirzechs said with a smile. "Well anyway Rias release your second Bishop."

"If the maou orders me then so be it." Rias said, she then remembered something. "Itachi, you never told me why you were crying last night."

"Huh, Itachi was crying?" Sirzechs asked.

"…."

"Please tell me." Rias begged.

"Tomorrow, I will tell you and everyone tomorrow." Itachi said with a serious look on his face.

Next day: the clubroom

Everyone was gathered, even the student council, Sirzechs, Lord Gremory, Graifya, the orc and Michael. They all had their attention directed at one man, Itachi Uchiha.

"What I'm about to say and show you, is only something Tannin knows about me." Itachi said. "Originally, I was not born in this world." Itachi said making everyone get a shocking look on their faces.

"Y-Your kidding, right?" Issei asked, to which Itachi shook his head.

"Then, where are you from?" Rias asked.

"I'm from a world, that is filled with shinobis or as you call them ninjas, I died in my old world, and woke up in this one." Itachi said activating his sharingan. "I will show you my whole story, the story of Itachi Uchiha from Konoha."

Everything around them changed, they went from their clubroom to a wasteland. "Where are we?" Sirzechs asked.

"My memories." Itachi said.

"This looks like a war zone." Michael said.

"This is one of the battle areas during the third-great ninja war." Itachi said. They then saw a young Itachi running across the area until he stood in front of a battle ground where several people were fighting. 'This is the third-great ninja war.' They heard the boy's thoughts.

Once the battle was over, they saw the young Itachi walk around the battle field with all the dead bodies around. They then saw the young Itachi walk up to a ninja that was begging for water. They saw Itachi giving the ninja water.

"Can he see us?" Lord Gremory asked.

"No. These are only memories of the past. No one can see, hear or touch us." Itachi replied.

In an instant the man got up with a kunai in his hand about to attack Itachi, but in a flash the young Itachi slit his throat, while an older man that seemed to be his father stood behind him. They all widened their eyes as the man feel back dead.

"Tou-san. Why did he try to kill me? I didn't do anything wrong." Itachi asked.

"Because this is war." Itachi's father replied.

"H-How old were you?" Rias asked.

"Four." Itachi replied.

"H-He really was a child soldier." Issei muttered.

They followed Itachi and his father to a small cliff, where they got a good view over the dead bodies.

"Listen, Itachi… Never forget this sight…" Itachi's father said.

"Yes." The young Itachi said.

They then appeared at a funeral where everyone was mourning their dead ones. They saw a young Itachi approach a man with long hair and pale skin.

"Grieving over the dead is meaningless. If there is any meaning in death, it's to take advantage of it." The man said.

"What is the meaning of life?" The young Itachi asked.

"There is none. There's meaning in life if it's eternal." The man replied.

Now they appeared on a tall cliff as they saw Itachi standing near the edge. 'There's no meaning… in life?' They heard the thoughts of the young Itachi. They all widened their eyes and gasped as the young Itachi threw himself off the cliff. They seemed to be falling with him as a crow cawed and the younger Itachi opened his eyes. They saw him take out a kunai stabbing it into the cliff. He wasn't able to keep it in so he took out another kunai and tried again. As they kept falling the younger Itachi dodged some rocks and landed safely on the ground.

"Baka-Itachi!" Rias yelled slapping Itachi in the back of his head.

""Are you trying to scare us all to death!"" They scolded Itachi.

They saw the younger Itachi walk towards the crow. "No one wants to die, right?"

The crow flew away as it returned with a large swarm of crows and flew around him. The crows dispersed as the younger Itachi extended his arm out and a crow landed on it.

"So, this is why you use crows?" Issei asked to which Itachi nodded.

The group then appeared outside a hospital were the young Itachi was standing talking with a woman with raven hair.

"Kaa-san, are you sick?" The young Itachi asked.

"Oh, it's nothing like that, you see…you're going to have a little brother or sister." His mother replied as she pulled him into a hug. "That's right you're going to be an onii-chan."

"Kaa-san, I want a little brother."

"But a sister would be cute too, right?"

"I have a feeling it's going to be a little brother."

They looked into the sky to see as it began to snow. After a few moments, they were back at the hospital and the sun was shining outside.

"It's a boy. Here's your little brother." Itachi's mother said.

'A life. A new life.' The young Itachi thought as he poked the baby's cheeks.

Itachi's father carried the baby and rocked him in his arms.

"Have you decided on a name?" The mother asked.

"Yes, Sasuke, Uchiha Sasuke." Itachi's father replied with a smile.

They then appeared in a field where a large stone was placed in the middle.

'Birth…death…birth…death' The young Itachi thought as he walked.

"Hey, hey." Called out a girl with brown hair. "Aren't you Itachi-kun? An Uchiha in my class? Let's play together."

"Who is she?" Rias asked.

"Yeah, who is she senpai?" Xenovia asked.

"Tell us." Koneko said.

"Her name is Izumi Uchiha, she becomes my future lover." Itachi replied making Rias, Xenovia and Koneko look at Itachi with a dark aura. "Well that was then and this is now." Itachi said making them calm down a bit.

They looked back at the young Itachi who walked past Izumi and the group of boys.

"Hey! Are you dissing us?" asked one of the boys.

"Say something!" Another one of the boys said.

"I have shuriken training now." The young Itachi replied.

"Well then let's practice shuriken too." One of the boys said picking up a rock. As the rest of the boys did the same.

"No stop it!" yelled Izumi.

One of the boys threw a rock at Itachi who simply dodged.

"That kid!"

"Trying to act cool, what a stuck-up!" the boys kept throwing rocks at Itachi as he just walked away but dodged them all.

"Hey, you guys stop it!" Yelled Izumi.

"Those damn brats let me take them!" Rias yelled holding a destruction ball in her hands, while Itachi was holding her back.

They saw the young Itachi catch one of the rocks and spun around throwing the rock back at them as it collided with the other rocks in mid-air and knocking one of the rocks out of one of the boy's hand. Itachi then started to walk away.

They then saw Itachi sitting at home with Sasuke in his arms when they felt a breeze. Sasuke began to cry as Itachi cradled him.

"Don't cry Sasuke. No matter what happens, onii-san will protect you." Seconds later a large poof of smoke appeared as a large gust of wind blew. The smoke cleared as they saw a large nine-tailed fox that let out a large roar.

The group looked at the fox in shock as it began to attack the village. The group followed the younger Itachi as he ran out of the house holding baby Sasuke, they ran as they came across Izumi in an alley. Who was crying looking for her parents, Itachi then saved her as the buildings around them collapsed. They walked towards the village shelter.

They then ended up at another funeral for all the lives that were lost during the nine-tailed fox's rampage. As a little blond baby laid in front of a stone that looked like flames. They then ended up at a different scenery were Izumi tried to hold baby Sasuke, but failed as Sasuke began to cry pushing her face away. The group laughed as Sasuke calmed down when Itachi held him.

They then saw Itachi's days at the academy and how it only took him one year to graduate. They then saw Itachi training in the woods with his best friend Shisui. Later the scenery changed as they saw Itachi sitting with Izumi by the lake. Making Rias, Xenovia and Koneko a little jealous.

They then saw Itachi on his mission with his new team.

""SO CUTE!"" shouted Rias, Xenovia and Koneko and a few others, when they saw Itachi wearing cat ears. But that grew to anger when they saw Itachi's teammate drooling over him.

They saw a masked man killing one of his teammates in front of Itachi making him activate his sharingan.

They saw him grew a little older as he became a chunin at the age of ten, anbu at the age of twelve, anbu captain at the age of thirteen. They saw some of the missions he went on with Shisui and the small dates he had with Izumi.

They saw Itachi's best friend, Sishui, giving him his eye then committed suicide causing Itachi to activate the Mangekyo Sharingan.

"The price of power, huh." Michael said.

They learned of the Uchiha clans plan for a Coup d'état and that Itachi was a double agent for both his clan and the village. They saw Itachi talking to a man with bandages around his head and right eye.

"Despite what lord third says…when push comes to shove…he will do whatever it takes to protect the leaf." The man said. "In which case even Hiruzen, as hokage, will have no choice but to take decisive measures. Whether it results in a war or not… The moment the Coup d'état happens the Uchiha clan will face annihilation. Including your little brother who knows nothing. However there is a way to spare just your brother prior to any revolt."

"…."

"If things come to pass, your brother will likely come to know everything. And if he witnesses a konoha shinobi slaughter his entire clan it will give him a vengeful heart toward konoha. And then, he unfortunately will have to die aswell." The man said.

"Is that a threat?" Itachi asked.

"No… I'd like you to make a choice. Either align with the Uchiha, launch the Coup d'état, and die along with your clan… Or side with Konoha. Save your little brother before the revolt and then help us eliminate the rest of the Uchiha clan. No matter what, things must be quelled before any mayhem can arise in order to protect the village. And the only shinobi that can be entrusted with this mission… is you, Itachi, who are a double agent for both Uchiha and konoha. Itachi… it will likely be a most painful mission for you…but on the other hand it will allow your little brother to be spared. Itachi there is no one else, do you accept this mission?" Danzo asked as Itachi began to walk away.

The group were shocked beyond words at what they were forcing Itachi to do, all of them wanted to kill this Danzo. They walked with Itachi into the forest meeting with the same man that killed one of Itachi's teammates. Itachi offered him a deal, he would help the man get revenge on the Uchiha clan as long as he doesn't touch the village or Uchiha Sasuke.

Itachi led a woman away from her home and killed her, he later snuck into the house.

"Itachi-kun. What's wrong? What's going on?" Izumi asked.

"Izumi…I'm sorry."

They saw Itachi activate his mangekyo sharingan putting Izumi under an extreme powerful Tsukuyomi. There they saw her become a chunin, she retired from the shinobi life and became Itachi's wife and raised their children, and lived together happily before dying of old age. When they got out of the Tsukuyomi, Itachi's katana had stabbed Izumi from the back as Itachi held her in his arms and cried.

"Thank you, Itachi-kun. For giving me the life I always wanted."

"Thank you, Izumi, for loving me." Moments later Izumi died in Itachi's arms.

"H-How sad." Asia muttered as tears ran down her eyes with most of the group sharing the same expression.

Itachi then went from house to house killing clan members, he ran through the streets as they came out at him but were all killed. The group covered their eyes and ears when the sights and sounds became too much. They then saw Itachi enter his own house with his mother and father both kneeling.

"I don't want to participate in a death match with my own son." Itachi's father said.

"Tou-san, kaa-san..I.."

"We know Itachi." His mother said.

"Itachi promise me this. Take care of Sasuke." His father said.

"I will." Itachi said as tears streamed down his face.

"Do not fear it. This is the path you've chosen. Compared to yours, our pain will end in an instant. Our philosophies may differ, but I'm proud of you. You truly are a kind child." His father said as Itachi lifted his sword killing his parents.

Rias embraced Itachi in a hug as tears ran down her face, so did Koneko.

"Why? Why would they make a kind person such as Itachi do this?" Sirzechs questioned in anger as his magic power began to show.

They then saw Itachi's little brother Sasuke, entering and later running away in fear as Itachi told Sasuke to hate him and to one day when his stronger to come and face him, he then put Sasuke in a genjustu making him pass out. Itachi then went to talk to the hokage and told him about a group called akatsuki that he will spy on.

They then saw the days Itachi spent in the akatsuki, they learned about his illness and that he took medicine to prolong his life. His overuse of the mangekyo made him lose his eyesight, they saw his battle with Sasuke and when everything was coming close to an end Itachi walked up to Sasuke who was standing up against a wall shaking in fear, Itachi then poked his forehead. "Sorry, Sasuke. But this is it." Everything then went dark as Itachi fell over dead.

They then appeared in a cave were a reanimated Itachi was reunited with his younger brother who had learned the truth and decided to destroy the leaf. They saw Itachi and Sasuke fighting Kabuto. Itachi placing Kabuto under the Izanami making him undue the edo-tensei.

Itachi walked up to Sasuke showing him his entire life story and then giving him his final words. "I will always love you."

Once that moment was over everyone was back in the clubroom.

"So, that's my story." Itachi said. He looked at everyone who had tears in their eyes minus Michael. "I understand if you want nothing to do with me." Everyone ran up to Itachi and gave him a group hug minus Michael while crying.

"I had no idea you had such a sad background!" Issei cried.

"You are so brave!" Saji cried.

""Itachi!"" Several of them yelled.

Michael went up to Itachi and extended his fist in a friendly matter, Itachi stared at it for a while. "You know what a bro-fist is, right?" Michael asked.

"Hn." Itachi muttered with a smile bumping his fist with Michael.

"You are one of the greatest people I have ever had the pleasure to meet." Michael said.

Rias was hugging around Itachi's waist while crying.

"Rias." Itachi said making her look up.

POKE

Itachi poked Rias's forehead. "I'm fine, I'm happy that I'm here."

"Itachi?" Rias muttered.

"I'm thankful for all of you." Itachi said with a smile.

""You really are a true man!"" They cried.

"Let go of me…I can't breath…" Itachi said as he was squeezed by the group hug.

I'm going to stop right here!

So Itachi finally revealed his past to everyone, I feel like I could have done it better you know, but then I would most likely have to write every scene from Itachi Shinden. How do you think it went? (Hope I didn't disappoint anyone)

Anyway the next chapter will be posted maybe by the end of this week or the next.

Also how do you think the rest of the chapter went?

Read and review

-Later!