Claustrophobia: Wherein Sakura's late night training habits and fear of zombies set the stage for another encounter with her teammate's brother. Sequel to Popcorn.

I'd like to thank everyone who left a reviews for Popcorn! They were very encouraging!

I do not own any rights to Naruto.

A few days after the disastrous horror movie escapade, Haruno Sakura could be seen trekking alone through Konoha's dimly-lit streets in the middle of the night.

While she had been looking forward to sleeping like the dead after a rare half-day of work at the hospital, she found herself frustratingly unable to. She had taken too many night shifts and been called in for so many midnight emergency surgeries that her sleeping schedule was now completely off-kilter.

So, instead of staring at her ceiling all night and counting the ticks of the clock at her bedside, she decided she might as well try to tire herself out a little more.

Team 7's normal training grounds were far too close to the residential part of the city to use at this time of night. Sakura's particular skill set wasn't exactly welcome to sleeping villagers at three in the morning, and Tsunade had already torn her a new one for attempting to "tire herself out" within earshot before.

Which was exactly how she found herself at an unfamiliar training ground at the border of the village close to the massive front gate.

Satisfied with the distance she'd established, Sakura pulled her trademark leather gloves from the pocket of her jōnin vest and slid them on. As she carefully stretched the muscles of her arms and warmed up her body, she did a quick three-sixty where she stood to familiarize herself with her space.

And not a moment too late, either. Her well-trained eyes honed in on the glint of moonlight on metal just seconds before she dodged the kunai aimed straight for her head and pulled out one of her own from the pouch at her hip.

Determined to avoid any other surprises, Sakura stretched her chakra out across the clearing and sought out who could have possibly thrown the weapon while deciding the best way to retaliate.

Thankfully, that was unnecessary. As soon as her chakra feelers encountered the unseen "enemy" she recognized the signature immediately.

Straightening from the stance she had adopted, Sakura stared reproachfully in the direction of the detected chakra.

"Throwing a kunai is hardly a polite way to greet someone, Uchiha-san."

It should have been impossible for a person, even a ninja, to emerge from the shadows of the trees the way he did. It wasn't so much that he walked into the light, but, rather, it was like he detached himself from the darkness that he had once been a part of. The blackness melted away to reveal a relaxed Uchiha Itachi, standing with his hands in his pockets with his gaze keenly focused on Sakura.

She squinted, unimpressed at his little trick, and used her chakra to probe at the shadows more closely.

"Genjutsu?"

His smirk was visible from across the clearing. "Of a sort."

"Interesting," she mused, as her chakra attempted to unravel and understand just how his little appearing act worked. Realizing after a moment that he was still watching her, she reminded herself that she was irritated with him. "But I still don't appreciate your little stunt."

"I apologize, Sakura-san."

Sakura almost snorted in response. He didn't sound the slightest bit sorry.

The urge to reprimand him had not dimmed the slightest bit. She scolded him further as she returned the kunai to her pouch. "I know Mikoto-san taught you better manners than that. Besides, what if you had actually managed to hit me?"

Surprisingly, he was the one that huffed the slightest bit at her reproof. "If I had any lack of faith in your abilities, Sakura-san, I would not have thrown it in the first place."

Sakura sharply told herself that his compliment did not bring butterflies to her stomach. Even if it did, who wouldn't be flattered by a compliment from Uchiha Itachi? In any case, he wasn't even really complimenting her. Any shinobi worth their salt could dodge a single kunai.

As per her normal coping mechanism, Sakura masked her confusion with irritation. Not willing to risk looking at him a moment longer, she turned on her heal and began to stalk away from the clearing.

"Sorry I disturbed your training session, Uchiha-san. I'll just use one of the other training grounds."

This time, it was the distinct whistle that tipped her off. She didn't make it five steps before she had to wheel around to catch the kunai aimed, once again, at her head.

Now she was well and truly pissed. "Stop throwing kunai at my head," she snarled.

Her ire had no effect on him. He was standing at the same spot of the other side of the clearing with a smirk emblazoned on his stupid, pretty face. His hands were even still in his pockets. Did he just enjoy tormenting her?

Before she could hurl more accusations and insults at him, he sighed lightly and began to slowly make his way towards her. "I'm sorry I startled you, Sakura."

Well, that wasn't exactly the apology she was looking for, but it was an apology all the same, which was more than she had really expected from him. Placated just enough, she relaxed slightly from the defensive position she had automatically adopted. That didn't keep her from correcting him, though. "You didn't startle me, Uchiha-san," she mumbled almost under her breath.

The subtle tilt of his lips stretched a little wider at that and Sakura just knew that she wasn't going to like what came out of his mouth next.

"I've startled you before, Sakura-san. I remember well what it looks like."

It was at this point that Sakura wished she could use Kakashi's earth jutsu to let the earth swallow her whole. He just had to bring up that particular incident.

If she was being perfectly honest, she hadn't quite recovered from Team Seven's last movie night, where she was forced to partake in a horror film with her very pushy and insensitive teammates. To say Sakura didn't handle these types of movies well was a complete understatement.

This was not the first time Sakura had found herself unable to sleep due to hectic hospital hours. However, when this normally happened to her, she went around her apartment conducting chores she had been too busy or overtired to do during the week. In fact, she had thought her bout of insomnia would be the perfect opportunity to get her laundry done, but that would have required her to venture her apartment building's less than hospitable laundry room.

In the basement.

Not that she would ever reveal that to the very smug Uchiha now standing directly in front of her. She would eat a pair of her dirty mission gloves before she admitted such a thing to him.

"Fine," she snapped at him. "You startled me." At his raised eyebrow, she rolled her eyes. "For the second time. I'll take this opportunity to warn you to stop doing that."

He didn't look the least bit dissuaded by her threatening tone. "I'll do my best, Sakura-san."

Feeling a little exposed by the sheer intensity of his gaze, Sakura attempted to divert his attention in any way possible. "So, what brings you out here at," she checked her wristwatch, "three twenty-eight in the morning?"

She almost regret asking when any trace of good humor was instantly wiped from his face. He turned his attention just slightly to his left and gazed into the distance, as if his famed Uchiha eyes could see past the buildings and trees in his line of sight towards something else.

"A new set of responsibilities that I have no desire to undertake were recently laid at my feet," he replied quietly. "They've resulted in several nights such as this."

Sakura traced his line of sight and attempted to decipher his cryptic reply. New responsibilities? Could he be referring to his duties as ANBU captain? It was well-known that the current commander of ANBU was due to step down soon and Itachi was the favorite to take his place, but ANBU headquarters were in the other direction, as was the Hokage tower. So, it really couldn't have anything to do with his village duties.

With a start, Sakura realized that he was not referring to his professional life, but rather his personal.

He was looking towards the Uchiha compound.

As strange as it sounded, sometimes Sakura forgot about the other half of Itachi Uchiha's life. When she ran into him, it was usually the Uchiha-taichou persona she encountered. Leader of the legendary Squad One. Favored to lead the fearsome Ansatsu Senjutsu Tokushu Butai. Longest-serving Black Ops operative in history.

And, yet, his accolades did not end there. On top of everything else, he was the heir to the Uchiha clan, one of the two founding families of Konoha. Someday, he would be responsible for the well-being of his entire clan, a completely separate way of life within the boundaries of the village, and he would also very likely be placed in charge of the Konoha Police Force, which his family had led and maintained since its creation.

She was suddenly very aware of how deep the permanent lines of stress ran of his face.

So aware, in fact, that she missed the moment when his attention returned to her, and he began to silently examine her face with the same intensity she was observing him with.

When she did notice, she felt cheeks warm with what was very clearly a blush, one she only hoped he could not see in the dark.

Amazingly, he didn't jump at the chance to tease her, like he normally did. Instead, he asked, "And you?"

Her brow furrowed in confusion. "And I what?"

He smiled at her then, so genuinely and openly that she felt her breath suspend in her chest for a beat or two.

"What are you doing here at," he merely paused for a moment to calculate, "three thirty-one in the morning."

Still distracted by the rare smile he had gifted her with, she blurted, "Circadian Rhythms."

The answer seemed to catch him off guard. His eyebrows furrowed in candid confusion as he slowly repeated, "Circadian rhythms?"

She nodded dazedly, automatically switching into Medic Mode at the question in his voice. "Yes, circadian rhythms are physical, mental and behavioral changes that follow a roughly 24-hour cycle–"

"I am aware," he interrupted, his voice holding endless amounts of patience, "of what they are, Sakura-san. I am merely wondering what they have to do with you being here."

"Oh," she laughed awkwardly. "Well, I've been working primarily nights at the hospital, and it's really messed with my…circadian rhythms. I was just going to tire myself out enough to catch at least some sleep tonight."

Instead of satisfying his curiosity, her answer seemed to deepen it. Gracefully, he tilted his head to the side, and she could feel the way his gaze seemed to delve deeper as he studied her. Sakura wasn't sure what answer he expected to find on her face or in her rumpled jōnin uniform, but his attention made her squirm just the slightest bit. She wondered distantly if he was even aware of the sheer weight his gaze carried.

The sound of his voice, quiet as it was, almost made her jump. "I forget, sometimes, that being a ninja is only one of your careers, Sakura-san. Your responsibilities do not end of the training grounds or on missions, as many others' do."

Strangely enough, the statement brought a smile and a small chuckle to her lips, which only appeared to confuse him more. She waved a hand as his newly-furrowed brow. "It's funny, Uchiha-san. I was just thinking the same thing about you."

And then, a tentative smile found its way to his face as well. Suddenly, Sakura found the tension that had instinctively filled her muscles at his presence, tension she hadn't even realized she was carrying, fade completely away.

"It would seem that we are quite similar," he noted amusedly, "you and I."

This time, there was nothing small about the way she laughed. Lighthearted giggles faded into a fit of raucous laughter that should could not tame for a few minutes. She told herself to calm down, noting the very prominent silence that was coming from Itachi's direction. When she finally got a hold of herself and managed to look up at him, she saw that his face was guarded once more and immediately became worried that she had offended him somehow.

"Ne, ne, Uchiha-san, I appreciate the comparison," she placated as quickly as she could, "it's just….you're one of the strongest shinobi in all of Konoha, and I'm not even the strongest member of my team! Comparing our skills…" she found herself trailing off with breathless laughter.

But even with her explanation, his expression did not change, and Sakura immediately felt her mirth wither and die. Great. Just as she was finally connecting with Itachi on some level she managed to spoil it with her big, fat mouth. She should probably just leave him in peace and start making her way back to her apartment now to face the basement she was avoiding with all her might.

But when he spoke again, his voice was not offended or aghast in any way, shape, or form. It was patient and kind, in such a way that Sakura felt all of her worried, frenzied thoughts ease as she listened closely. "I don't find the difference in our skills laughable, Sakura-san."

She was surprised to find him suddenly standing so much closer to her without her even knowing how he got there. A small voice in the back of her mind noted that he was only a step away, just as he had been in the Uchiha kitchen a few nights ago. She tilted her head back just the slightest bit to meet his dark gaze and suddenly wondered if she would be able to see a hint of spinning tomoe if she looked hard enough.

"You are a respected jōnin, trained personally by the Fifth Hokage and part of the newest generation of legendary Sannin. You have acquired enough notoriety to be listed as an S-class ninja in most bingo books, with a respectable bounty on your head from enemy villages and organizations alike. At sixteen years old, you killed a member of the Akatsuki organization, becoming one of the only living ninjas in the world to accomplish such. At 20 years old, you became Deputy Chief of Konoha General Hospital, leading the emergency medicine department, as well as the poison research labs, and it is rumored that when Tsunade-sama retires you will gain her title of Chief of Medicine."

Frozen by his words and no longer feeling a speck of laughter within her, Sakura could only listen as he listed off her accomplishments one by one, in a way that she had really never allowed herself to. Her entire ninja-life had been spent walking in the footsteps of her larger-than-life teammates: Naruto with his control of a bijuu implanted inside of him paired with borderline mythical sage training and Sasuke as an heir to a legendary clan with a fearsome kekkei genkai. While she could see that she had done some incredible things in her life, they had always appeared sub-par compared to their exploits.

But now, here, with the Uchiha Itachi speaking to her as an equal, believing that what she had managed to do was worthy of his attention and praise an unprecedented warmth was lit in her chest. His words made her feel powerful, as she should have felt all along.

"If you keep talking like that, Uchiha-san," she scolded, strangely breathless, "it'll go straight to my head."

"I merely speak the truth." He continued in his typical, logical manner, as if he hadn't just delivered her a litany of praises, "As an ANBU captain and strategist, it's true that I would look at your team and assume that Naruto and Sasuke would be the targets that required the most skill to defeat."

And, just like that, she felt herself deflating once more. Horrifying, driven by all of the strong emotions he had managed to stir up with his words, Sakura felt a prick at the back of her throat with this sudden change of tune. As a reflex, she tucked her chin and sealed her eyes shut. She would not allow herself to cry before him. Gritting her teeth, she told herself tearing up now would only solidify the idea that she was the weak link.

Then, her downward spiral of thoughts was crushed by a gentle pressure under her chin. Her eyes flew open automatically as he gradually coaxed her head upwards to meet his gaze. Her breath halted at the feel of such an intimate gesture from someone she still referred to as, "Uchiha-san."

The expression on his face had not changed. His stare remained full of scrutiny, but, now, it did not make her uncomfortable in her own skin. Instead, she found herself drawn to it and could not find the will or strength to break eye contact with him.

"However, should I have had to make that decision, it would have proven fatal. People underestimate you, Haruno Sakura, because you are small and female, because you have strong teammates and a medic's compassion. I would advise you to use this assumption to your benefit."

Releasing her chin, he stepped away from her and strolled to the field where he had previously been training. Sakura watched his departure with a sense of wonderment she could not contain. In the span of five minutes, Uchiha Itachi had validated her skills as a ninja in a way she could never remember hearing before, not from Kakashi, Tsunade, or any of her teammates.

Somewhere in the back of her mind, something that sounded suspiciously like Inner Sakura wondered how long Itachi had been watching her to be able to speak familiarly about her ability as a ninja.

Thinking he was well and truly done with her for the night, she was genuinely surprised to hear him call over his shoulder and across the training grounds to her.

"If, however, you still have doubts about your skills; there is only one way to remedy such."

Was he inviting her to train with him? After everything else he had shared with her, it would certainly be the least shocking thing he had said to her tonight.

An anticipatory smirk lit up her face and Sakura suddenly found herself conscious of the strength that filled her body. It made her feel very confident and perhaps foolishly brave considering who she was about to spar with.

"You're on, Itachi-san," she called in return. Securing her gloves on her hands, she funneled chakra into her fist and leapt for him without hesitation.

Their spar developed seamlessly from a simple taijutsu match to include weapons, ninjutsu, and even the occasional genjutsu. At some point in their fight, he had activated the sharingan, which exhilarated rather than frightened her. She knew from her experience with Sasuke that it only meant he saw her as a worthy challenge, and it brought on an additional obstacle for her, as she fought to keep from being trapped in one of his heightened illusions.

As they traded blows and fired jutsu after jutsu at each other, he would sometimes pause and remark on her technique, providing insight and suggesting improvements. These tiny tweaks, should they have come from anyone else, would have likely irritated her to no end. However, rather than appearing to belittle her, Sakura saw them for what they were: advice from one shinobi to another on how to better herself. So, instead of becoming frustrated, she took the rare opportunity to learn as much as she could from him while their spar lasted.

As the first rays of sunlight began to filter over the horizon, Sakura inevitably found herself tiring enough to make a mistake that would have proven fatal on the battlefield.

She looked straight into the spinning tomoe of his sharingan.

Instantly, she caught herself trapped within an illusion. Aware of the genjutsu that had formed itself seamlessly around her, Sakura struggled against folds of darkness to try and clap her hands together and dispel the technique.

That is, until she was distracted by a familiar groaning growl which echoed eerily around her.

Heart suddenly pounding sporadically in her chest, Sakura forced herself not to panic and certainly not to look under any circumstances at the ghastly creature she knew she would find waiting for her. She directed her chakra faster than she ever had before and practically shrieked, "KAI."

Immediately the terrifying sound and the ominous presence it heralded were replaced by the chirping of birds greeting the dawn and the comfortable silence of the training grounds.

Peeling her eyes open carefully in case it actually wasn't actually over, Sakura met Itachi's distinctly amused gaze and scowled.

"You bastard," she cursed, pointing an accusatory finger directly at his smirking face, "you used that damn horror movie as genjutsu fodder!"

"It was impossible to resist," he noted wryly. She watched him warily as he lifted his left hand to his opposite shoulder and began to rotate it slowly and methodically. "You were getting too close with your chakra scalpels," he added as further explanation.

She felt a tug of satisfaction, knowing she had indeed actually managed to catch him off guard enough to graze him with one of her most dangerous techniques. That satisfaction diminished the slightest bit when she caught the grimace that overtook his features when he rolled his shoulder a certain way. From her experience treating him after missions, she knew by now that the tiniest grimace from him was the equivalent of a cry of pain from someone else. Maybe she had actually done a little more than graze him.

No longer impeded by any lingering sense of formality between them, Sakura approached him and shooed his hands away from his shoulder. Calling forth medical chakra to heal instead of hurt, she laid her palms against the offended area and ushered it through layers of clothing and skin to the injury underneath.

Ever the obedient shinobi, Itachi stood silently and contented himself to watch as she healed the damage she herself had caused less than two minutes ago.

However, she was still miffed by his underhanded genjutsu methods and mumbled disgruntledly as she manipulated the warmth of her healing abilities around a series of severed tendons. "It's hardly fair. I'm such a scaredy cat when it comes to horror movies. I practically handed you a weakness of mine to exploit."

He smoothly interjected between murmured complaints, "I doubt an enemy shinobi will ever use such a weakness against you in a true battle."

She sighed heartily and jerked her chin to flick an irritating clump of hair out of her line of vision. "That's hardly the point! It took you two seconds to figure out what I was afraid of when I very much doubt you're afraid of anything at all!"

Strands of pink fell back over her face and Sakura was seriously reconsidering a repeat performance of her Forest of Death haircut when the body under her hands shifted just the slightest bit and warm fingers laced through the errant strands to tuck them gently behind her ear.

Sakura was so caught off guard by the movement that she barely noticed the way her chakra abruptly stopped flowing from her fingers. Heartbeat echoing funnily in her ears, she shifted her head just the slightest bit upwards and beryl clashed with onyx as his gaze turned contemplative once more.

Sakura automatically found herself cataloguing every sensation that connected them in that moment: the feel of his even breaths upon her face, the warmth of a blush that rose in her cheeks under his gaze, his fingertips still brushing the patch of skin behind her ear.

Uninvited, the memory of him catching her in his kitchen flashed before her eyes and she was reminded of the way his hands had lingered along the line of her waist. Somehow, Sakura thought, entrenched in a sense of awe, she was starting to believe she had misjudged the appreciation that Itachi held for her.

She just barely managed to repress a shudder as his fingertips lightly grazed the side of her neck before falling to his side once more.

Overwhelmed by the entire situation, Sakura quickstepped the slightest bit away from him to establish some breathing room and collect herself. Once again, she was a little put out by the difference in their reactions. She was flushed and flustered by his attention while he remained calm and strangely poised. It certainly didn't help when his gaze dropped to the tips of her toes and dragged its way upwards in a very unsubtle manner.

He seemed to come to some decision after he finished his perusal because, all at once, his entire posture eased and his features lightened somewhat so that Sakura no longer felt like a bird caught precariously between a tabby's paws.

"Perhaps we should both try to catch up on our sleep," he suggested quietly, returning to his cool and logical manner, "seeing as it is already past dawn."

Feeling her heartbeat settle once more into its normal rhythm, Sakura managed to shake off her awkwardness and respond with a smile, "That would probably be best. Thank you for the spar, Itachi-san!"

He considered her for a moment longer and added, "I find myself training here more often than not, should you find yourself sleepless again."

Seeing the invitation for what it was, she nodded happily. "I'll be sure to come back for a rematch, then."

Offering a small wave goodbye, she turned on her heel and began the trek back to her apartment.

"Sakura."

Curious, she peaked over her shoulder and saw that he had yet to move and inch away from where she had left him.

"After a mishandled mission in my time as a genin, I find that I am…claustrophobic."

More confused than ever, Sakura was about to question his seemingly random statement when he disappeared into his signature murder of crows, which she found slightly dramatic seeing as he was just returning home for the day.

Shaking her head in pure exasperation, she made it a whole five steps farther down the path before realization dawned and she froze with one foot off the ground.

"It took you two seconds to figure out what I was afraid of when I very much doubt you're afraid of anything at all!"

Even knowing he had already vanished into thin air, Sakura wheeled around to face the spot he had vacated, as if some modicum of answer were waiting there for her. Borderline disoriented, she put the pieces together in her mind and saw his statement for what it was.

He had told her what he was afraid of, dispelling her belief that he wasn't afraid of anything, proving to her that he was more human than she seemed to think.

Caught in a daze and not really knowing what to think, her feet automatically navigated the path back home where she dumped her gloves, traded her jōnin uniform for flannel pajamas, and crawled into bed, physically and mentally exhausted from her entire encounter with Itachi.

So exhausted, in fact, that it wasn't until her eyes slipped shut and her breathing evened out that she remembered he had used her name without an honorific, but she was asleep before she could ponder it further.

Later that day:

"Uchiha Itachi, how many times have I had to tell you to put a cap on your little midnight training sessions? These complaints are really getting out of hand! You're almost as bad as Sakura when it comes to – why are you smirking? Do you find a reprimand from your Hokage amusing? Wipe that look off your face or I'll have you following genin on D-ranked missions for a month!"

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