Hello there, basically this is a what-if scenario where the massacre is avoided. Criticism welcome and this fic is unbeta-ed so there may be spelling/grammar mistakes I haven't caught in read throughs. Enjoy.

"There has to be another way."

"No, Itachi, there isn't."

Itachi looked at his cousin pleadingly. They were sat on the edge of a cliff overlooking the Naka River. Only one of Shisui's eyes looked back, the other empty socket bleeding sluggishly. "We at least need to warn Father about what Danzo did."

"It'll only make him more eager to continue with the coup. Perhaps even push for it faster. Whatever chance we had before is over." Shisui looked down at his lap, or perhaps down at the raging waters below, Itachi couldn't tell for sure. "Still. I suppose I should thank you. Danzo's blade was laced in poison, if you had got there any later, I'd probably be dead."

"You don't sound thankful."

Shisui shrugged in response. It seemed they were both straining to find hope in this situation. "Technically they don't need us for the coup, they could do it without."

"I don't know what you're getting at, but I think you should be quiet, Shisui," Itachi said firmly. After a moment he stood. "I'm going to talk to Father. One last time, and get everything out in the open. It's the only way to find any last option where no one has to die for this."

"What? Tell Fugaku we sold his plans out to the Hokage? That we keep getting told we have about three days before the orders to murder everyone goes live? That the solution I had was to use Kotoamatsukami on him? And that Danzo thought it was a stupid idea and plucked my stupid eye out of my stupid head less than an hour ago?" Shisui spat. "Itachi, it's insane."

"Shisui," Itachi returned, the hint of begging in his voice causing Shisui's expression to soften. "I can't do this. I don't want to kill my family, I can't stand by and allow other people to do it, or let the coup happen. So where does that leave us?"

"At a complete impasse. The Hokage has tried to fix this, we've tried and all Danzo and Fugaku can think of is in finalities. Going over this again and again is the very definition of madness, Itachi. Seriously. Stop," he added to Itachi's retreating back.

"No. One last try. One last attempt to fix this. I have to try one last time. For Sasuke's sake." Behind him, Shisui let out a heavy sigh and stood too.

"Alright. Good luck. Do you want me to come with you?"

"Not unless you want to. You could distract Sasuke for me. I don't want him to overhear any of this."

Shisui considered it. "I'll come. Your mother is pretty skilled in keeping him away. Sasuke doesn't need me and my negative mood weighing him down. Besides, I have a blind side now. It'll be really obvious if Sasuke sneaks up on the wrong side of me."

"I thought you were a ninja," Itachi teased as they walked. "You shouldn't be getting snuck up on by seven year olds."

Shisui smirked, "I always let him stick me with one of those stuffed shuriken. Don't tell me you don't."

"Nope. I get the job of showing him how to throw them at you."

The two laughed and though the humour was forced, it did ease some of the tension weighing on both young men as they made their way to Itachi's house, Shisui covering the damage to his face with a quick henge.

Sliding the door to his home open, Itachi took his shoes off and barely responded as Sasuke poked his head out of the living room. "Big brother!"

"Sorry, Sasuke, I've got to talk to Father. We can play later, okay?" he said, poking Sasuke in the forehead.

"What? Ah, come on." Sasuke sighed, "Well, can we play, Shisui?"

"No, sorry. I've got to go talk to your Dad too," Shisui apologised, crouching as he pushed off his own shoes and shot a big smile at Sasuke. "After, 'kay?"

Sasuke gave a sigh so big he visibly stumbled. "Fiiiiiine."

"Do you know where Father is?" Itachi asked.

"Yeah, in their bedroom. Reading or doing work. I'm not sure."

"Alright, tell Mother we might be late for dinner."

"'Kay," Sasuke chirruped and disappeared back the way he came.

The house was rather big for only four of them, and the fact their parents used a futon meant that Itachi and Sasuke could have bedrooms upstairs while their parents room doubled as an office for Fugaku when he wasn't at the Police Department. Knocking once on the frame, Itachi slid the door open without invitation.

"Itachi. Shisui. Is something the matter?" Fugaku asked, his eyebrows drawn into a frown from where he sat at a low desk, various papers laid across it and another sheet in his hand.

"I need to talk to you about the coup. It can't wait," said Itachi, entering and allowing Shisui to shut the door behind them as Fugaku frowned more and reluctantly put his papers down and crossed his arms.

"What do you need to say?"

"Please. I need you to reconsider it."

"No."

"You haven't even heard my reasons!"

"I don't need to. Your voice is one in hundreds of our clan. I'm sorry, Itachi, but you're outnumbered. The villagers revile us, and despite our rank, give us no respect, nor do we garner any from fellow clans. We practically live in a ghetto. A revolt is the only way to make them respect us."

"This isn't about respect. It's about pride, and I would rather have no pride than demand respect through bloodshed to satisfy your needs."

Fugaku was silent for a moment. "Alright. What would you do? If you were in my position, with daily reports of your clansmen being insulted, assaulted or forced to arrest multiple people when small disagreements escalate? If you hear walking through the street 'those damn Uchiha, I heard that Madara Uchiha once controlled the Kyuubi with his Sharingan. I wonder if that's why the beast tried to destroy our village seven years ago?' 'I'll bet they were behind it.' 'Can't trust the Uchiha'? Knowing that after we fought hard for this village ever since it was founded by Madara Uchiha and Harashima Senju, through the Ninja Wars and the Kyuubi attack, where we were in fact stationed to protect the villagers on the back lines, even though every man and their dog knew we should be at the front, trying to use our Sharingan to subdue the beast, but no one trusted us enough to allow it?" Fugaku glared hard at his eldest son and waited for the reply.

"Did you ever ask the Hokage about that?" Itachi wondered. "About why you were at the back?"

"During the Kyuubi attack? Danzo ordered us to stay back," Fugaku confirmed. "The Hokage were on the front lines and presumably left their advisors in charge."

Danzo again. Manipulating behind the scenes, keeping the Uchiha at bay.

"Danzo doesn't trust us," noted Shisui, speaking Itachi's thoughts.

"No, I expect he doesn't. Though I really don't know why. Kagami thought of him as a great ally so I understand," said Fugaku.

"My Grandfather?" Shisui blinked. "I heard they were on a team together during the First Shinobi War."

"If that's the case then his actions either make no sense, or make him the most jealous man I've ever heard of," said Itachi, scratching his head in frustration. He was beginning to wonder just how true some of the more ridiculous rumours ANBU had about Danzo were.

"You think he's jealous of the Sharingan?" Shisui guessed, coming further into the room and sitting down, obviously expecting to be here a while.

Itachi nodded, "It makes sense. Hatake Kakashi seemed to dislike him greatly too, but I didn't consider the Sharingan could be related to that until now."

Fugaku frowned. "Why is that relevant?"

Itachi and Shisui shared a look while Fugaku looked between them. Eventually, Shisui nodded and Itachi looked to his Father as Shisui cancelled his jutsu. "Shisui's right eye was stolen by Danzo an hour ago."

"What?!" Fugaku yelled eyes wide in a mixture of fear and anger. "And you didn't think to lead with that?! Do you have any idea how dangerous that is?"

"Yes," said Shisui, unphased, "He has access to Kotoamatsukami. If and when he implants it in someone. Probably himself."

Gritting his teeth, Fugaku looked between the two. "And why were you hiding that from me? When did he have the opportunity to take it from you in the first place?"

"Because we weren't sure what to do. It was taken after Shisui got permission from Lord Hokage to try using Kotoamatsukami on you to halt the coup."

Fugaku looked at his son with his jaw hanging, then to Shisui in disappointment, "Are you two serious? You are."

"We just didn't think a coup was the right path," said Shisui, pointedly not looking at Fugaku.

"What if…" Itachi began slowly. "What if all this, these last seven years of unrest and perhaps any unease before that, were all Danzo playing the long game?"

The other two men looked to Itachi expectantly for him to continue, frowning yet curious. "Go on," urged Fugaku.

"What if this is all some huge plan for Danzo to get his hands on all the Sharingan he could possibly need, while also damning us in the history books to never return? Either he kills us and some horrible tragedy is blamed as the cause, and Danzo gets tens of dojutsu bearing eyes to use, or the Uchiha are proved to be the distrustful and hateful bunch he claims and he gets to kill us all anyway."

Silence followed his words and in the wake of any conversation, Itachi slowly slid to the floor too, clasping his hands together and looking at the tatami mat below him as he tried to think if there was even a way out of this situation, if what they assumed was true.

"If that's his end goal," Fugaku began, "then to avoid that, we would have to calm the entire situation, or offload the hatred onto a different target. Neither of which sounds plausible."

"But it is," Itachi said quietly, eyes widening. "Father. Offload the hate. That's our option."

"How?" asked Shisui, "Or rather where?"

"Me. Or us I suppose."

Fugaku frowned. "What are you thinking?"

"Shisui and I have never been for the coup, we've made that much clear, but the wider village doesn't know that, and the only upper echelons that do are Lord Third and his council. We play the line of the coup being entirely my idea and I convinced Shisui. This meeting here is us asking you for support."

"I'm not offended, but why am I lumped into the evil plan?" Shisui asked.

"Because you're down an eye and need a reason not to go on missions for a considerable length of time. Or are you suggesting you can adapt to a severe lack of depth perception in a number of hours or days?"

Shisui shrugged at that. "Alright. And how do we get out of this without being killed? Because I'm pretty sure this is still treason."

"We make it a rumour," Itachi said simply. "In this meeting where Shisui and I are advocating how much we hate the village and think Uchiha should lead, you, Father, are completely against it. You throw me out and disown me, and place Shisui under house arrest for the foreseeable future."

"That's reckless and particularly ill-thought out for you," Fugaku noted. "What benefit does you being disowned do to this situation?"

"It appears to isolate me from the rest of the Uchiha, publically."

"Making you a very pretty target for Danzo from my perspective," said Shisui.

"Yes, but we know his game. I'm not letting my guard down, and it wouldn't seem out of character for a scorned child to be distrustful and guarded."

Fugaku shook his head, "Danzo's Root operatives will know of the deceit. It makes your plan almost useless."

"But his plan isn't to fool anyone other than the villagers," Shisui said, eyes widening in understanding. "They would see you exposing a horrible deed and uprooting two very strong ninja with evil desires. Keeping them apart, me here and Itachi in the village, and essentially taking away all of Itachi's titles is a very bold move. It would have an effect on the people, and if we play our networking correctly, should ripple into at least acceptance from the people."

Itachi nodded. "And, though I'm not sure we'll be believed, I'd like to tell Lord Hokage about your eye, Shisui. I think if he believes us, it would at least prepare him for possible manipulation and at best, be the final straw to remove Danzo from the council."

"You think the Hokage is wary of him?" asked Fugaku.

"Yes. Where Lord Hokage is merciful, Danzo is ruthless, where Lord Hokage is thoughtful and peaceful, Danzo is deceitful and warmongering. He hides it behind fierce loyalty, but his zealous is cancer. It'll destroy Konoha, we need balance between the five countries, not dictatorship."

"Unfortunately, you're correct, it'll be hard to prove anything against Danzo, but," Fugaku sighed and hung his head. "I'm willing to try. Upset as I am with the treatment we've had, it won't change anything to try your way. But I want you to know, if this doesn't go your way, we move anyway, Itachi. I'm giving you a chance, and I hope for everyone's sake it succeeds." He stood and gestured for Itachi to stand. "I want you to know I love you. You're a very kind child and I'm sorry for what I'm about to do. The pain you'll endure."

Itachi bit his lip and nodded, rising to meet his father. "I'm ready. Tell Mother I love you both. And Sasuke."

Fugaku nodded and took a breath before grabbing his son by the scruff and threw him bodily at the paper door, Itachi easily falling through the thin material and onto their walkway loudly, his momentum rolling him off it and into the surrounding garden as Fugaku yelled. "How dare you insinuate that. You're talking treason, Itachi and I won't stand for it."

"The village is full of cretins and idiots," Itachi sneered, "They stifle us when we should be in charge. We live in a ghetto because they are scared!"

"A ghetto? Is that what you call you home? Get out!" Fugaku yelled. "Get your mission bag and get lost, don't come back for your things. They'll be burned. Go live the village you hate, and you, Shisui. I thought you knew better. You're on house arrest and I'll be reporting you both to Lord Hokage."

Determined to look as slighted and hateful as possible, Itachi stormed through their home, ignoring Sasuke and slamming any door he came into contact with before grabbing his bag and heading for the door.

His father's shouting had drawn an audience and Itachi could see Inabi and Yashiro leading Shisui away as Fugaku looked on. As Itachi passed him, Fugaku turned, Sharingan flashing with anger at Itachi. Reaching out, Fugaku grabbed Itachi's collar and yanked, a kunai between his fingers helping tear the fabric right over the Uchiha fan on his back. "You're no son of mine," he said lowly, dangerously, and Itachi could do nothing more than glare back, shirt in tatters, Sharingan burning to hide his growing sorrow.

"Get off you old fool. You'll regret ignoring me one day soon."

Fugaku let his hand fall. "Go. I don't want your spiteful being anywhere near my clan. And if you so much as talk to Sasuke in the street, I'll haul your ass into the Police Station."

Itachi sneered. "Like I'd want to see the little shitstain anyway. I was only pretending to like him. Have fun with your useless heir." He threw his middle finger up at Fugaku for extra measure and stalked off to a plethora of curses being thrown from his now ex-kinsmen, his pursuit and arrest only thwarted by Fugaku refusing to give that order. Itachi was almost glad he didn't have to be a fly on the wall to the clan meeting that would follow tonight.

Five years later, no Uchiha had revolted or died, so Itachi counted that as a win. There wasn't a huge amount of things to be positive about in his current situation, but having successfully stopped the coup was definitely one of them.

Following leaving home, Itachi had spoken to the Hokage and explained the situation, the result seeing Itachi removed from ANBU and re-ranked as a Jonin, and Danzo being removed from the Third Hokage's council and ordered to disband Root. Rumours circulated much how Itachi had expected and within the week, the general public thought Itachi was as much a monster as the Kyuubi itself, something Itachi found particularly humorous as he lived three floors below the child housing the Bijuu.

The ninja populace was a little more suspicious, but were bound by the Hokage's decision – that Itachi, whilst obviously expressing ideology that didn't sit well with anyone, hadn't actually acted yet, and was to be permitted a second chance. Though all that Itachi really cared about was that his plan had worked; the general public lessened their distrust of the Uchiha and focused all their dislike on Itachi and Shisui when the latter was around. Mostly though, Shisui took to staying within the Uchiha Compound, with Itachi and he meeting in secret to exchange information.

He was occasionally confronted by other ninja about the events surrounding that day, and as he opened the door to his tiny apartment to find Kakashi Hatake reading porn on his bed, Itachi supposed it was finally the Copy Ninja's turn to try extracting the truth.

"I'm pretty sure there's locks on windows and doors for a reason," Itachi commented, shutting the door and moving to store away his groceries.

"Well, I wouldn't be much of a ninja if I couldn't get past those," the silver haired man responded, turning a page in his book, adding casually. "I went through your things."

"I'd be surprised if you didn't," Itachi admitted, finding he wasn't at all incensed by the idea of Kakashi rooting through his personal items, none of which were overly personal. He burned any important documents that weren't needed for filing at the Hokage Tower and never wrote or received written missives to his clan. The only photo he owned was of he and Izumi at a tea shop when they were young, and while the couple were the main focus, Itachi had actually only claimed the picture from his room the day he left because Sasuke and Shisui were in the background. He hadn't dared take a family picture with him in case people like Kakashi broke in and made assumptions. "Did you find what you wanted?"

"No. You are as enigmatic as ever," Kakashi confirmed. "Though I was hoping you could enlighten me."

Itachi let the statement hang a moment as he continued to put his shopping away. When Kakashi didn't speak further, he asked, "Enlighten you about what exactly? I'm not exactly the local gossip girl. You should try Inoichi."

"Inoichi wouldn't be able to tell me why Danzo got kicked off the Council the same day you were disowned," Kakashi said, "How do I know? I already asked. And we both agree it's very suspicious."

"It was also five years ago. I don't remember what I ate for breakfast that day, why would I have any idea what Danzo had done to upset the Hokage enough for that to happen?" argued Itachi. "Danzo has always been a shady man, it could have been absolutely anything and my disownment a complete coincidence."

"Could be, but several of us agree the chances of that are very slim."

Pointedly going back to his bags of shopping, unwilling to give the conversation his full attention, Itachi shifted the topic. "'Us'? Well, aren't you the social butterfly. I thought you hated cliques?"

"Why did you leave your clan that day?" Kakashi pressed, undeterred.

"… Because I felt they deserved better. You saw them under ANBU surveillance. It was like watching lab rats. I wanted more for my family, and thought they did too. I was wrong."

"So that coup you supposedly were planning is completely off? You've given that idea up?"

"An uprising is hard without people sharing your ideology. Even if I did manage it on my own, it's rather pointless when any and all survivors would hate my guts."

Closing his book, Kakashi sat up and reached into his pouch for a scroll. "Well, whatever. I guess I'll try get my answers in another five years. Lord Hokage sent me with this. You're being appointed a Genin squad."

"Oh joy," said Itachi flatly, turning and taking the scroll, pulling it open to scan the contents. "I take it you also have a team. Well. For now anyway. You've failed every team if I hear right."

"Now who's in a clique?" countered Kakashi. "But yes. I have Haruno Sakura, Uzumaki Naruto and Uchiha Sasuke."

"My foolish little brother and the Kyuubi kid upstairs. Well. That's a mess created in hell. I pity you and the other one," Itachi smirked, lowering his scroll. "I have the latest generation of Ino-Shika-Cho."

"A Clan brat with a team of Clan brats. Sounds worse than mine," said Kakashi shrugged opening Itachi's window with one hand. "At least I only have one Clan brat. Your egos will probably mash so badly you'll be doing D-Ranks for the next ten years."

Itachi jerked his chin in the direction of the open window. "I'm not even going to pretend to rise to that. Jump out of my window and leave me alone, Kakashi."

"Kakashi-sensei," the man stressed. "And have a good day yourself. Sensei." Hoping up on the windowsill, Kakashi offered a wave before leaping away, Itachi happy to see the back of the man and locking the window once more. Setting his kettle to boil, Itachi sat down at a small desk beside his bed and perused the scroll properly, reading through the summary of his team and their scores, sighing when he realised attention span and drive seemed to be a main problem with these three.

He didn't particularly mind being a Jonin sensei, though Itachi would be surprised if he didn't hear a complaint about it once the parents of his team found out who was leading them. He was also very glad the Hokage hadn't selected Itachi for Sasuke's team as that would be awkward at best and downright disastrous at worst.

The next morning, Itachi arrived at his appointed time to the Konoha academy dressed in Jonin standard attire, paperwork in one gloved hand and the other shoved in his pocket as he walked through the hall, finding the classroom full of graduates easily enough.

"Hello. I'm looking for Yamanaka Ino, Akimichi Choji and Nara Shaikamaru, please," Itachi said politely, not bothering to introduce himself as he scanned the room searching for anyone reacting to their names while also noting Sasuke glaring at him from the second row.

"Oh! Hey, Itachi! You're a sensei?" called a blond and Itachi found himself smiling a little as he made eye contact with the kid. "Damn, I wish I was on your team."

"Hello, Naruto. I'm glad to see you finally passed. How come you haven't left yet though? I'm here for Team 10. You should have left at least fifteen minutes ago."

Naruto balked, "What seriously?! How the hell is our sensei so late!"

"Did you seriously not notice people leaving, idiot," a girl said as she passed Naruto, dragging two boys behind her. "We're here, Sensei. I'm Ino, the spiky haired dork is Shikamaru and the fatass is Choji."

"I'm not fat, bitch! I'm chubby. Chubby!" Choji insisted, growling at Ino. As Itachi was about to try break it up, a cold voice cut in.

"What could possibly qualify you to be a teacher? The Hokage must have lost his mind if he thinks you're safe around other people."

Itachi could feel all eyes shift between him and the speaker, Sasuke, who was still giving Itachi a hateful look over steepled fingers.

"The hell are you talking about, bastard? Itachi-sensei is totally safe. He let me crash at his once when I couldn't find my keys," Naruto defended.

Itachi gave a small shrug. "Perhaps he has. It's not for me to comment. Though I'm glad it isn't for you to decide. Say hello to your parents from me. I'm sure it'll give Fugaku an aneurism to know I'm still breathing. Let's go you three," he added to Ino, Choji and Shikamaru, the latter of whom seemed to have split up the earlier spat. Heading to the classroom door, he heard three sets of feet follow him and waited until they were out into the courtyard before speaking again. "I'd like to get to know you three a little better. Choji, is there anywhere you'd like to eat?"

Choji's eyes lit up, but just as he was about to speak, Shikamaru cut him off. "Hold up just a sec. What was that back there with Sasuke?"

"Yeah, you two really seem to hate each other," Ino noted.

Itachi shrugged. "It's complicated. Let's find somewhere for lunch and I'll answer some of your questions and you answer mine. Sound fair?"

"Of course!" Choji dived in before his teammates. "There's a barbeque place a few blocks away. Dad and I go there a lot so I'm sure I can snag us a booth."

"Alright, lead the way," Itachi nodded. Wooping, Choji turned on his heel and hummed happily as they walked.

"Did you really let Naruto crash at yours?" Shikamaru asked, glancing up at Itachi.

"We live in the same apartment complex. It's not as weird as he made it sound," Itachi replied. "I made him get a second key cut and keep a spare so it doesn't happen again."

Shikamaru grinned. "He snores like a bear, right?"

"Like a dying bear that won't be quiet." The boy laughed and Itachi smiled a little. Naruto's snoring was awful, but he hadn't minded. It was better to know the boy was safe than sleeping in an alley or something and breaking into the apartment in the morning like the blonde's original plan. "He'll have to sort that out if he ever wants to do stealth missions."

"Naruto doesn't know the meaning of the word stealth," Shikamaru argued. They fell into an easy quiet that was only broken by the chatter of the barbeque restaurant, barely half-full as it wasn't quite time for the lunch rush yet.

Choji spoke happily to the girl at the desk and was soon waving them over to follow him to a booth at to one side of the room with a large grill imbedded into the table. Slipping into the booth, Itachi was surprised to find Ino sat next to him. The booth was more than large enough for the three Genin to sit next to each other and him across, which was rather what Itachi had intended, but he decided it wasn't worth questioning as he caught the spark of infatuation in Ino's eyes. No, that was a whole kettle of fish he wasn't going to touch.

He waited for the other three to order, throat tight as Choji reeled off half of the menu and quietly requested a bowl of miso soup, resisting the urge to check how much money was in his wallet.

"You're not having anything, Sensei?" Choji asked, noticing Itachi's cheap choice of food.

"I'm meeting a friend later, we usually eat out so I'd rather not have anything much now," he lied. "While they prepare your meet, why don't you three tell me about yourselves? Likes, dislikes, hopes or dreams?" he prompted.

"Sure," smiled Ino, "My favourite food is cherry tomatoes, I hate sashimi and I love shopping. One day I'd like to meet a certain someone, but for now, my dream is to watch out for my friends."

"I like buying and trying different snacks and going to new restaurants with my family," Choji said. "I don't wanna fight people, but my parents made me go to the academy, which was cool, 'cause I met Shikamaru there and we're really good friends," he added, smiling at the spiky haired boy who returned it with a lazy grin of his own.

"And you, Shikamaru?" Itachi prompted.

"I'm like Choji, I don't want to fight or be a ninja. I want an easy life, where I can just watch the clouds and do nothing. I hate doing anything that's a drag. Like this," Shikamaru stated. "Now how about you tell us why Sasuke hates you?"

Leaning back and relaxing against the booth wall, Itachi shrugged. "He doesn't like me because he's little brother. I got disowned from my clan five years ago and haven't been permitted on their land since."

"How come you got disowned?" Choji frowned.

Shikamaru's eyes narrowed. "And how come you're so calm about it? As his older brother, you'd have been heir right?"

"I was," Itachi nodded. "And the reason I'm disowned is long and uninteresting. I'll tell you one day if you impress me."

"Impress you?" Shikamaru said with a sneer, offended.

"Yes. You see, you haven't actually graduated yet. There's another test," Itachi confirmed.

Ino gave a hurt look, "Another test? But, Iruka-sensei never mentioned…"

"He's not permitted to. He was grading your on paper abilities to become ninja, now that you have a Jonin mentor, we assess those skills practically before taking you on. If you aren't up to scratch, you'll either be sent back to the academy for another year or be kicked out of the ninja regime all-together," Itachi explained.

"So what's this other test?" Shikamaru asked.

"We're going to play tag."

Choji tilted his head. "Tag?"

"Yes. In one hour at Training Field Two. Once there I'll give you twenty seconds to position yourselves anyway you like, but you cannot touch me until I call start. During those twenty seconds, I shall remain still. Once time starts you have an hour to tag me. If you do not, you fail."

"What a drag," Shikamaru sighed.

"An hour?" Choji said forlornly. Their food arrived as the information Itachi had given them sunk in, and only Choji seemed distracted from the weight of their test by the interruption, the Akimichi immediately cheering up and drooling slightly as he filled their grill with meat.

Choji ate with wild abandon, while Ino and Shikamaru kept shooting Itachi glances as they ate; the former curious and hurt, the latter calculating. It didn't bother Itachi as he drank his miso and wondered about how well these three would rise to the challenge, he was busy analysing their personalities. Choji was very obviously committed to food, like much of his family, Shikamaru showed some inkling of analytic tendencies, though how much effort the boy was willing to put in seemed limited and Ino seemed the most emotionally disorganised, despite her good test scores. He hoped they proved him wrong and came together when the moment required it.

Once the hour was up, Itachi paid the bill, holding back a wince at the severity of the cost. He was completely cleaned out and hadn't paid rent yet this month. That would cause problems later. "Do you three know the way to the training grounds?" he asked as they left the barbeque restaurant. At a collective shake of heads, Itachi shrugged and took point, leading the group to their true Genin exam.

The training grounds around Konoha looked mostly the same, vast acres of woodland interspersed with clearings and large stones. Ninja with a regular training zone often left equipment permanently set up as well to ease their own training sessions. Itachi for example had a number of targets placed throughout the grounds of Training Ground Two, though his team wouldn't be using them at the moment.

"Alright, let's go through the rules before we start," Itachi ordered, hands slipping into his trouser pockets. "I'll stand in the middle of this clearing at the moment the test starts. The training ground boundaries are marked by a wire fence. None of us will leave that boundary during the time limit. You are allowed to use any ninja techniques you desire to tag me, ninjustu, genjutsu, taijutsu, tools, all are available. I am permitted to use ninjutsu and genjutsu, but not tools or taijustu," here, he moved his hands to unclip his weapons and kunai pouches, carelessly tossing them to one side. "Before I take my position and allow you your prep time, are there any questions?"

Ino raised her hand. "So, to pass, do we all have to catch you or just one of us?"

"All of you," Itachi confirmed. "Once you catch me, you pass and are excused from participating. Fail and you go back to the academy."

"And we can stand wherever we want when you start the timer?" Choji checked.

Itachi nodded, "Yes, anywhere you desire so long as you are not touching me before time starts." He gave it a beat for any more questions before stating. "Very well. Let's begin."

Once he was situated in the centre of the training ground, Itachi beckoned the group to take their own starting positions, watching the time count down on an ancient looking pocket watch he had pulled from his flack jacket. It had belonged to his great-grandfather and Itachi had been given it the day he graduated the academy though he rarely took it on missions, finding the ticking loud and obnoxious and not at all stealthy.

Snapping the watch case shut, he looked up to find Shikamaru where he had left him while Choji and Ino had decided to get as close as possible, the former crouched before him with hands looped, ready to snag Itachi and Ino with her fingers not even half an inch above his arm. Itachi stowed the watch away in his jacket pocket once more. "Ready? You have one hour. Begin."

The instant the last word had left his mouth, Itachi flickered out of sight. At the same time, Choji and Ino tried to grab him, ending with Choji overbalancing and falling to the floor and Ino staring into the empty space dumbfounded.

"But how?" she wondered. "We were so impossibly close, how did you dodge?" She looked around and spotted Itachi several feet away, one hand in his pocket, the other clutching a bag of crisps.

He shrugged. "I'm fast. That was a good effort though." Turning his head, he looked to Shikamaru expectantly, the boy not having moved at all.

The boy didn't react and Itachi was forced to ignore him for a moment as the ground rumbled. "Give me back my chips!" roared Choji, his ninjutsu-expanded body hurtling towards Itachi threateningly, "Human boulder!"

Jumping to safety once again, Itachi weighed up his options. He could throw the crisps, he could open them, and either eat them or dump them on the ground. He needed Choji to take this seriously, which seemed to be working; however, he also wanted Ino and Shikamaru to take part as well. Just what was Shikamaru thinking anyway, the boy hadn't moved at all. Not even to attempt hand signs for Shadow Paralysis. Which was probably a wise decision, Itachi wasn't nearly distracted enough for Shikamaru to get a decent attempt at the jutsu in.

He could hear Choji turning around and briefly glanced at his to work out the boy's trajectory, allowing Ino to throw a barrage of kunai in Itachi's direction he was forced to dodge by his own rules of not using ninja tools. Choji then made another easily dodged charge and another two more before he was forced to cancel the jutsu, dazed by the rigorous movement.

"Shikamaru! What are you doing you lazy asshole!" Ino chided. "Don't you want to pass?"

"Not really, this is such a drag," Shikamaru noted, though Itachi saw the boy didn't look totally bored. That analytical look flashed in the boy's eyes and Itachi knew that despite his words, Shikamaru was assessing his movements.

More kunai flew from Ino's direction, along with a handful of shuriken. Deciding to get a little more serious, Itachi allowed the tools to hit their mark, only for his body to disperse into a flock of crows.

His students widened their eyes.

"H-how did he-. What was that?" demanded Choji.

Ino balked. "I didn't even see hand signs."

Shikamaru didn't speak either, but he looked shaken. After a second, he slapped his hands into the ram sign. "Release!" Letting out a burst of chakra, Shikamaru broke through Itachi's low-level genjutsu and took stock of the situation around him before touching both his teammates and breaking them out too.

"Huh? Shikamaru, were you always that fast?" Ino frowned, not having seen the boy move.

"He used genjutsu, look," Shikamaru said, throwing a thumb over his shoulder. In reality, Itachi hadn't moved from the ninja tool attack, using the bag of crisps to block the strikes, utterly wrecking it and the crisps inside.

"M-my chips… I hadn't even tried that flavour yet…" Choji lamented, falling to his knees.

Ino growled. "Damnit, Choji, not everything is about food!"

"Yes it totally is! Those were the new Consumate flavour from Nitora Kitchen, you can only get them in Kusagakure, my Dad got me them specially when he went there on a mission!" the boy yelled in return, swinging a finger to point at Itachi. "And that bastard destroyed them. So we have to take revenge!"

"Fifty-four minutes," Itachi declared. At the confused look Choji gave him, he elaborated. "You have fifty-four minutes remaining."

The boy cracked his knuckles in response. "Then I have fifty-four minutes to beat your ass."

"Choji. Wait." Shikamaru put a hand on his friend's shoulder to still him. "Ino, come here," he jerked his head and the three walked off, presumably to be out of hearing range. Activating his Sharingan, Itachi watched subtly while appearing to examine his watch as the three spoke, reading their lips as best he could from their position.

"He's doing this deliberately," Shikamaru told his teammates. "He wants us to act and he's making a point of showing off to rile us up. But individually, it's obvious we can't catch him. We have to work together, and for that, we need a strategy."

Ino made a comment, but with her back to him, Itachi could be sure what she'd said.

"I was watching him. He's right, he's stupidly fast, so we have to figure out a way to slow him down."

"What are you thinking?" Choji wondered.

Itachi watched Shikamaru explain his plan to his teammates and found himself impressed. It might even work if Itachi hadn't been spying. Which is exactly why he deactivated his Sharingan and pretended as though he had no idea why the three were throwing shuriken at him with almost reckless abandon. Choji once more activated his human boulder jutsu and bounced towards him, with Itachi dodging and forced to backflip away from more shuriken.

Weapons littered the floor and Itachi pretended to be confused. "Are you done? Those weapon pouches of yours look rather empty."

"Yeah, but yours aren't." Shikamaru grinned and Itachi's eyes widened as Choji threw a pouch to each of his teammates. Ino used a burst of chakra to flip to a more strategic point, allowing the thee to surround him and once more launch a barrage of weapons at him, leaving him stuck dodging the ones in the air and on the ground. He also noticed them periodically using genjutsu release to dispel any attempt Itachi had of hoodwinking them. Very clever.

Among all this, Shikamaru was waiting for an opening to use his Shadow Paralysis, his range extended thanks to the shuriken casting small shadows on the floor below and Itachi's field of movement ever-narrowing thanks to the same reason. And these three still had twenty minutes of testing time.

Gritting his teeth, Itachi sprang high into the air to get out of the mess of shuriken and landed by Choji who tried to swing at him with a kunai. Ino charged in to join and Itachi feinted and dodged around the two with fever, seeing Shikamaru making hand-signs out of his peripherals.

He froze suddenly in utter surprise and Choji socked him in the cheek, causing him to recoil.

"Hey! Choji!" chastised Shikamaru from behind him. Where Ino should have been.

"What?" Itachi looked over to where Shikamaru had been. He was still there. But he'd heard Shikamaru behind him…

"Heh. Sorry, Shikamaru. I was sort of already punching him before you caught him.

"Yeah, yeah. What a drag. Just move so I can get him stuck by that tree and tag him. Ino, we're done!" Shikamaru called and the other Shikamaru disappeared in a poof of smoke to be replaced by Ino, grinning.

"Transformation. But when?" Itachi asked as he was marched towards the nearest tree, forced to march against it so the real Shikamaru could close the distance and be close enough to touch Itachi, Ino coming over to tag him next before the jutsu was cancelled.

"When Choji went for your weapons. We switched, since we knew you'd be watching out for my Shadow Paralysis, but Ino's Mind Transfer needs a direct line of travel to the target, so you wouldn't think to watch her for hand signs," Shikamaru explained.

"Very clever. I'm glad to say you all pass, and, I'm sorry about your crisps, Choji. I'll try get you some more to replace them soon," Itachi said, genuinely remorseful about being so underhanded.

Choji smiled. "It's okay. I've more than one bag at home, I just was wanting to eat that bag later today. You can just pay for lunch again sometime."

Itachi laughed awkwardly. "Yeah. About that, we might have to do several missions before I can do that again. As your Sensei I can't really take solo missions for a while, and you guys can only take D or C ranked, which don't pay enough for large meals out."

"Aw man," Choji pouted, Ino chuckling a little.

"At any rate while you're here, I'd like to set up a training schedule, then you can all go home for the day," said Itachi, leaning his back against the tree trunk. "Do any of you have extra-curricular activities that would limit which days you can train on?"

The boys shook their heads, but Ino nodded. "I work at my parents' flower shop part-time Mondays and Thursdays."

"Okay, I can work around that. Shikamaru, I want you to come here Monday and Thursday, Choji Tuesday and Friday and Ino on Wednesday and Saturday. All three of you come together on Sundays for team training. Two while six p.m. and in a couple of weeks we can look at our first mission." For now, he wanted to train with them individually and assess their strengths, weaknesses and how to progress, as well as allow them time to rest between and hopefully apply some initiative and self-learn or train with their clans. Training as a group at the end of the week would allow Itachi to see how much they were taking away from individual sessions and he could always switch up the ratio later as he learned his team's needs. "Welcome to Team 10."