This story will be about Satsuki Uchiha (Fem Sasuke Uchiha) and Pītā Pāka (Peter Parker) duirng said girl's time as Orochimaru's student, her hunt for Itachi and her breif stint with the Akatsuki and maybe a bit of time afterwards. Might go up to the New Era, might not. It's not connected to my other story, Demon in the Web, I just wrote this up a while back because I was at a bit of a writers block for Demon in the Web and this sorta came about. A lot of the stuff in this fic have since been rolled into my other one but I figured I'd give this one a try again. Nothing else, it helps me come up with other ideas for my Demon in the Web story.

And I just know people are gonna ask if there's gonna be other women in this story hooking up with Pītā, so might as well answer that question now.

Yes, there will be other women but it wont be a tried and true harem like most of my other stories. It's more of Satsuki and Pītā will bring a third person into their relationship for a brief period of time, mainly for things of a sexual nature. So I guess it could be called an open relationship to a degree but it's not at the same time if that makes sense.

Disclaimer: I don't own any Marvel or Naruto characters seen, mentioned or used.

When Satsuki Uchiha, lone survivor of the Uchiha Clan massacre, committed by her elder brother no less, went to Orochimaru for the promise of the power and skills she'll need to kill her disgrace of a sibling, she will admit, she had her expectations. To learn under one of the Three legendary Sannin was nothing to scoff at, her idiot of a former teammate Naruto had only began to learn under Jiraiya for a few months and his power grew to the point he could actually hold his own against her in a life or death battle and had a jutsu to match if not outright surpass the Chidori!

So when she first arrived at the base that Orochimaru was utilizing only a few weeks ago, she was expecting to jump right into advance and rigorous training on utilizing advance jutsus, unrivaled taijutsu styles, rare and highly effective Genjutsus, the works.

What she got... was hours upon of lectures of various jutsu theories, geography lessons, mathematics, reading, writing and a host of other useless information that made the young Uchiha want to pull her hair out. All she was learning was the same crap they taught her at the Shinobi Academy and even more so under Kakashi when she was assigned to his team. Granted what she was learning was far more advance in comparison, but it was still a huge waste of time in her opinion.

'How the hell is me knowing the geographic features of the Mizu no Kuni gonna help me kill Itachi?!' Satsuki thought with a frown of annoyance as she listened to Kabuto prattle on.

Given that Orochimaru was still recovering from transferring himself to a new body, it'll be a few more days at least until he begin to teach her anything of worth. Kabuto therefore has taken charge of her education and so far the silver haired nin was having Satsuki seriously consider offing him after she was done with Itachi. Still, if going through this had helped Naruto become so powerful, than she supposed she could grit her teeth and power through it.

Even if the room she was in was unbearably warm and caused her to regret wearing and black long sleeve shirt and pants. The humidity was also starting to bother her slowly growing hair, much to her annoyance.

'Just bear through it. If being sweaty and uncomfortable gets me closer to killing Itachi, than so be it' Satsuki thought with a nod as she watched Kabuto pull out a large, very detailed, map of the Land of Water.

"And the Yang River will empty out towards the- I'm sorry Satsuki-san, am I boring you?" Kabuto said with a grin as he noticed the less than interested look on the young teen's face.

"This is a complete waste of my time" Satsuki hissed in annoyance "I came to Orochimaru to become stronger! How the hell is this going to help increase my power to face Itachi and kill him?!"

Kabuto stared at the young former Konoha nin for a moment and chuckled "Ah, Satsuki-san, given how skillful and strong you already are, I sometimes forget how young and inexperienced you really are in the grand scheme of things"

"What do you mean?" she asked with narrowed eyes.

"Simple..." Kabuto said as he folded his arms across his chest "What is your brother's primary elemental affinity?"

"Fire" Satsuki said without hesitation.

Practically all Uchiha had Fire as their primary affinity, though during her training under Kakashi during the month long break between the second and third stages of the Chūnin Exams, they discovered her's was Lightning. It was pretty useful against the likes of Gaara and his sand and she likes to think it'll give her a edge, slight as it might be, against her brother.

"And what is fire weak against?" Kabuto asked with a nod.

"Water" she growled out in annoyance "Again, what does this have to do with-"

"Say your primary affinity is water" Kabuto stated with a shrug, unbothered by the annoyance and anger that Satsuki was feeling towards him "Say you face your brother somewhere with lots of water sources to draw from to utilize powerful and advance water jutsus. Somewhere such as Mizu no Kuni?"

Satsuki prepared to open her mouth to again ask why that mattered before it clicked.

'I wouldn't have to waste as much chakra and with such an abundant supply of water around and I'll be able to utilize a wider variety of jutsus and even combine those with something like Chidori. And since Itachi's primary affinity is fire, he'll be forced to rely on his other, likely less developed and powerful affinities to combat it' Satsuki thought with a look of realization starting to grow in her eyes 'And the same could be said if I had an earth affinity and faced him somewhere with large open land, preferably a rocky terrain. Lightning or wind, somewhere high or exposed'

"Starting to see why we're teaching you these lessons?" Kabuto said with a faint grin "Sometimes winning a battle isn't based off how strong you are, it's where you choose to have said battle. One of the most important rules in combat is this Satsuki-san, never challenge an opponent where they'll have the terrain advantage over you. Say your primary affinity is earth and you find yourself facing against another shinobi whose skill equals your own in the middle of either a lake or even the ocean and their affinity is water... even with your Sharingan and Orochimaru-sama's seal, you wont last for long I'm afraid. Sure you could copy and mimic his jutsus, but unless your affinity is the same, or you've developed one to a certain degree, you'll find your attempts to match his own jutsu difficult or even impossible. And waste chakra trying to do so, which in turn will weaken you faster"

"So, picking where I have my battle with Itachi could decide if I'll win or not?" Satsuki said with a raised brow.

"It may very well" Kabuto said with a nod.

"I suppose that makes sense" she said with a sigh and rubbed her temples with her fingers 'I can't believe I never realized that'

Looking back on it, it made sense. Powerful as her former sensei Kakashi was, against someone of Zabuza's level, whose primary affinity is water, and chose to have their battle in a water heavy environment, he was able to easily match the famed Copy nin for quite some time. Hell, if she tried to challenge the likes of Gaara in the middle for a desert, she'd be so easily beaten it wouldn't even be considered a joke of a fight.

'And Haku was able to use the water in the air for his ice release jutsu' Satsuki thought with a frown as her memory traveled back to her first 'real opponent'.

"Satsuki-san, may I be honest with you?" Kabuto asked.

"Might as well" she responded with a sigh.

"There's a good chance that even with mine and Orochimaru-sama's help, you still may not be strong enough to defeat your brother in a straight up fight" Kabuto said, causing Satsuki to frown "It may come down to fighting smarter than him. A challenge to be sure given he has years more experience than you backing him up"

The memory of Satsuki's recent encounter with Itachi flooded through her mind. Looming back at it now, with no anger or loathing to completely cloud her view of it, she had no chance to begin with. The man was a S-ranked Shinobi that's likely been fighting off bounty hunters, ANBU and even other rouge nin for years before they met one another again. While she had been a Genin for less than six months and only had a handful of jutsus, most of them below C-rank, in her arsenal. Even her two tome Sharingan was considered highly common among Uchiha at it's peak where's Itachi had a full developed Sharingan along with the near mythical Mangekyō Sharingan that gave him access to abilities that could be considered inhuman.

'Hell, he practically steam rolled Kakashi, Asuma and Kurenai before Gai ever got there and likely would've killed them. What was I thinking in trying to take him on like that?' Satsuki thought with a frown before he refocused her gaze on Kabuto.

He hadn't said anything as she retreated into her mind to digest what she's been told and what she already knew.

Finally she sighed "So I guess it's book smarts for the time being?"

"Only for a little while" Kabuto said with a sympathetic smile "However, if you wish to advance and improve your current abilities, I believe I can help with that"

"How, with a spar?" Satsuki asked with a eye roll.

"Exactly, though not with me I'm afraid" Kabuto said as he turned towards the door and gestured for Satsuki to follow him "I have someone that could be perfect for you"

"Who?" she asked with a frown.

Aside from herself, Kabuto and Orochimaru, there was only a handful of people at this base. And from what she's seen of most of them, Sakura could beat them on her own... asleep!

"His name is Pītā Pāka" Kabuto said as they left the room that was being used as an improvised classroom for Satsuki "We found him a few years ago along the boarders of Tsuchi no Kuni"

"Fascinating" Satsuki said in a tone that said it was anything but that.

"I thought so too at first, but we quickly discovered that he held a remarkable spark of intelligence, something that greatly interested Orochimaru-sama" Kabuto said with a chuckle "And we soon discovered something even more interesting about him that proved to be quite useful"

"Really, what was that?" Satsuki asked as they headed deeper and deeper into the base.

She also noticed that the lighting was beginning to dim and the air grew colder with each hall they passed. It was obvious they were traveling deeper and deeper underground, but how far was unknown.

"You remember one of the members of the Sound Four, yes?" Kabuto asked, stopping and slowly turning back towards her with a grin "The one they called Kidōmaru"

Satsuki made a face at the name "The one with the extra arms?"

"Yes, him" Kabuto said with his grin growing bigger and bigger, confusing Satsuki "You see, his abilities were largely based off the ones that Pītā demonstrated as he began to mature under our care and Orochimaru-sama sought to replicate those powers on a larger scale, though with mixed results"

"So this Pītā has several extra arms and seems to think he's some sort of spider?" Satsuki said with a scoff.

"I only have two arms"

Satsuki's eyes widened at the sound of someone behind her and quickly turned to see a boy just a little over a year older than her hanging upside down from the ceiling on a singular web line. Kabuto chuckled at Satsuki's response to Pītā's sudden appearance even though he sensed the boy following them for quite some time. Satsuki's eyes soon narrowed as she took a threatening step towards the newcomer. It was a bit of a challenge for her given he was dressed in an all black bodysuit of some kind with a black face mask covering his face from the nose down.

"So your Pītā?" she asked.

"Who wants to know?" the teen responded with amusement as he just hung there, looking down at her like she was something interesting to stumble into his web.

"I'm Uchiha Satsuki" she revealed and waited for the teen to do the same.

"Cool" Pītā responded with a shrug that looked a bit odd considering he was still upside down.

Satsuki's brow twitched at the casual tone he responded in. Had he been closer to her level, she'd be lying in saying she wouldn't have taken a swing at him.

"Now, now Pītā-san, I do believe that we taught you better manners than that" Kabuto playfully chided the teen.

Pītā sighed dramatically at this before he pointed to himself "Pāka Pītā…"

"I wish I could say it's a pleasure, but I'd be lying" Satsuki responded before she turned towards Kabuto "You think he'd be able to help?"

"I believe so" Kabuto nodded.

"Help her with what?" Pītā asked with his brow furrowing.

"I fail to see that, he looks even weaker than my former teammate, Sakura" Satsuki scoffed.

"Looks can be deceiving" Kabuto said in a knowing tone "Especially with him. Don't let his childish antics and personality fool you or you'll end up regretting it"

"Uh hello, I know you two can hear me" Pītā waved in attempt to get their attention back on him.

"Besides, I will be unable to always help you with your training as I have duties to Orochimaru-sama that will sometimes have me away from whatever base we're at for some time and Orochimaru-sama can't always take the time to teach you anything. Ergo, Pītā-san here" Kabuto gestured towards the younger teen, still not looking at him, much to said teen's annoyance.

"Hey, what do you mean by that?" Pītā asked as he released his web line and fell to the ground before turning his body so he landed on his feet "Kabuto!"

"Yes?" the silver haired teen turned towards Pītā with amusement while Satsuki still looked unconvinced.

"Why am I having to help train her?" Pītā pointed towards the girl with a frown "Why not someone else like... like Guren? Or, or uh... um... Jūgo?"

"You can see our problem now, can't you?" Kabuto said with a chuckle "It wont be often if that's what your worried about. She just simply needs someone to spar with on occasion, to help gauge her growth. Orochimaru-sama and I will handle any real training she needs"

"So I'm just a punching bag for her?" Pītā said in annoyance "Seriously?"

"Fitting far as I'm concerned" Satsuki said as she folded her arms across her chest and gave the boy before her the most unimpressed look she's ever used.

Pītā's head snapped towards Satsuki and a glare formed on his face as he pointed at the girl "Oi, no talkie from you!"

Satsuki's response was to simply activate her Sharingan and glare at Pītā while her chakra flared slightly. Pītā didn't even so much as flinch while Kabuto sighed and pinched the ridge of his nose. He was beginning to wonder if this was such a good idea now that the two had met and were speaking with one another. Satsuki was... a difficult person, too sure of herself, too over confident in her impressive yet limited abilities where's Pītā… well the boy had a knack for pissing just about everyone off aside from Orochimaru who seemed to over look the boy's attitude in favor of his intelligence and guren since she seemed to adore the talkative little brat almost like a mother would.

'Honestly, if he was so gifted I swear he'd have been thrown into a cell with Jūgo whenever he looses control of himself and goes on a rampage' Kabuto thought as the two young teens before him continued to glare at one another before he loudly cleared his throat, causing Satsuki to shut off her Sharingan while Pītā turned towards him with a frown.

Pītā stared at the older boy for a moment before he sighed and looked down at the floor with a dejected expression "Do I really have to help her?"

"Orochimaru-sama's orders" Kabuto smirked at the younger boy "And he told me should you refuse, I was to bring you before him to explain yourself. But don't look so glum about it, it isn't like you've annoyed or angered him recently and now he'll have a perfect excuse to properly reprimand you"

Pītā scowled at the older teen for a moment before he sighed again, his shoulders slumped even lower than before and his demeanor less excited that it was previously if that was possible "Fine... I'll help her with her training"

"Please, you'll be as useful as a paper clip is in holding up a bridge" Satsuki said with a scowl of annoyance.

"Oi, I can teach you to pay attention to my hands and not my face while I web your feet to the ground" he simply replied, causing Satsuki to frown before she looked down at her feet as she suddenly felt something begin to tighten around her ankles.

"How the-" her eyes widened at the sight of her feet, up to her ankles, covered in a thin but strong coat of webbing.

"And now for my favorite part" Pītā said as he walked over and pushed Satsuki back.

The young Uchiha let out a yelp of surprise as she fell backwards before catching herself and spring boarding back up. Her landing was a bit awkward given her feet were covered in webbing but it didn't stop her from flashing through several hand signs while her Sharingan blazed in the dim hall.

'Katon: Gōkakyū no Jutsu!'

"Uh-oh" Pītā said with wide eyes as he leaped back from a massive fireball shooting out from Satsuki's mouth and towards him.

Kabuto had taken this time to step back into a adjacent hall and watched the conflict with a grin, curious to see how things would play out. He'll step in if it escalates too far, but for now he was content to observe how the young Uchiha measured up against Orochimaru-sama's most promising subordinate.

'Hopefully he doesn't get killed...' Kabuto thought, his grin dropping for a moment 'Guren would be furious'

And if she found out that Kabuto, someone she immensely disliked for reasons unknown to him, it may all the excuse she needed to kill him. It's been part of the reason he's held off from trying to perform any seriously overt experiments on the boy, that and Orochimaru's orders of course. It was a shame in Kabuto's opinion, the boy's chakra was rather remarkable in his opinion. It was different from most others, being comparable more to the likes of Natural Energy than anything else.

As Kabuto slipped away to a safe distance for observation, Pītā struggled to dodge the large fireball coming toward shim in such a confined space. He didn't have many defensive jutsus, in fact he had little offensive ones as well given his reluctance to enter any sort of combat scenario. He was content to avoid fighting if possible, not because he was afraid of death or found no one worth fighting in his eyes... he just rather not have to if he could.

'Why do I get the feeling she's not gonna give me a choice in the matter?' Pītā thought as he summersaulted back for several meters and saw he landed next to a room.

He quickly kicked the door in and took cover just as the fireball soared passed him. He didn't dare risk seeing if Satsuki was still there, he'd rather not have his face burned off thank you very much. He glanced around the room to see that it was filled with shelving units and old drawers for storage. He could hear and sense Satsuki approaching and quickly made his way deeper into the room, using the shadows and cases to hide his presence.

Satsuki entered the room not even a second later, her Sharingan activated and her three tomes eyes searching the room for signs of Pītā.

"Where are you...?" she said, more to herself than to Pītā as her gaze lingered on the shadows, searching for signs of her opponent.

"I think I'm down the hall" Pītā's voice, muffled, came from somewhere deeper in the room.

Satsuki's brow twitched at this as she prepared to use another fire jutsus before something white and sticky shout out from the shadows and hit her in the chest. Her eyes widened slightly before she was yanked off her feet and sent flying towards a shelving case. Satsuki's eyes narrowed as she twisted her body so her feet hit the shelf and used her momentum to knock it down. She heard a startled yelp from Pītā and just noticed him fly out from underneath the collapsing shelving unit.

"Did not think that through" she heard him say as he made to find a new hiding place before her hands flashed through several hand signs again.

'Katon: Gōkakyū no Jutsu!'

Pītā sensed danger behind him and turned to see a smaller but no less powerful fireball flying towards him. He had little room to maneuver so he simply landed on his feet, planted himself as firmly as possible and braces himself for the impact. Satsuki watched, her Sharingan blaring as her jutsu collided with Pītā and seemingly engulf him in fire. Her eyes narrowed as she stood there and waited as the flames quickly died down around the boy to reveal that he was largely unharmed, though his clothes looked a bit singed and melted in certain places. What really caught her attention however was his exposed skin, it looked... armored.

Not like metal, but rather it turned into some sort of exoskeletal shell of some kind.

'Some sort of jutsu connected to his... abilities?' Satsuki thought as Pītā let out a sigh of relief and pat some of the lingering flames on his person out.

"Man, that was unpleasantly hot. It was like standing in a really hot sauna but dryer" Pītā said.

"Or like a desert?" Satsuki asked in a deadpanned expression.

"...Maybe" Pītā said with a cough before he suddenly raised his arm and shot a net of webbing towards the Uchiha.

She sidestepped it easily enough, what she didn't expect was for the net to suddenly explode in a shower of webbing. Satsuki's eyes widened as her Sharingan saw powerful electrical currents running through the webbing. She did her best to back away but several more nets of webbing were fired by Pītā which also exploded, cutting off her escape. With no other choice, Satsuki braced herself as the electrical webs covered her body. Pītā watched as the girl was quickly covered, her screams of pain cut off as her face was covered and she fell to the ground, the webbing around her spasming body quickly forming a cocoon.

"Heh, expanded webbing, gets them every time" Pītā boasted as he approached Satsuki's restrained form and quirked a head at it.

The voltage he was shocking her with wasn't fatal, but it was bound to leave a few panful electrical burns for a while. Safe to say he found himself disappointed with how quickly she went do-

"The hell?" Pītā said as he saw more and more arcs of electricity dancing across the cocoon before suddenly Satsuki's arm shot out, her hand covered in lightning that emanated a high pitched sound that sounded like a flock of hundreds if not thousands of birds.

Pītā stared with wide eyes as Satsuki slowly cut her way out of the cocoon before she was standing before him, her clothes slightly burnt and her hand still coated with lightning. Her Sharingan looked even more intimidating as the blue white light from her jutsu reflected in them, making them even more eerie in appearance. Before he could move, she was in front of him with her hand pulled back, ready to send her jutsu through his chest. With reflexes that would floor even the Yondaime Raikage and Hokage Pītā deflected Satsuki's jutsu at the last possible minute into a bookcase he was standing next to while his other hand seized her by the throat. Satsuki glared at Pītā for a moment before she gave him a dark smirk that caused his brow to furrow in confusion before suddenly everything went dark.

Satsuki let out a gasp as Pītā released her neck and slumped tot he floor as her Genjutsu took affect. She winced at the pain she felt in her arm as she canceled her Chidori and held a hand up to run her now sore throat, she had no doubt with how hard he grabbed her, they'd be bruises starting to form.

"I stand... corrected" she said as she looked down at the teen with a slightly more appraising look "Perhaps you aren't as worthless after wall-"

Satsuki stared at Pītā with wide eyes as she began to seemingly melt into some sort of white sticky fluid until all that was before her was a waist high mound of what looked like some kind of webbing.

"Clone?" she said with shock before she turned just in time to dodge a punch that was aimed for her head.

Pītā's fist made contact with the air as Satsuki stepped back and flashed through another set of hand seals before she was forced to cancel her jutsu and dodge as Pītā reached over to seize the bookcase her Chidori was deflected into and threw it towards her with a grunt. The young Uchiha fell into a splits and leaned down as the bookcase flew over her head, the edge just brushing the tips of her hair before she shot back up and sent several punches towards Pītā, forcing him to block as she brought a leg up to send into the side of his head. Pītā grabbed her at the ankle and made to slam her into the ground before she turned her body so that she could sent a elbow towards his forehead, which too was blocked by his other arm.

'Gothcha' Satsuki thought as she channeled Raiton chakra into her hand and slammed it down on to Pītā's arm.

"GAAAHHHH!" he shouted as Satsuki electrocuted him like he did earlier, though with a much higher voltage.

With a growl, Pītā turned and slammed Satsuki into the ground, knocking the wind out of her and allowing him to stumble back and fall to his knees. The arm that Satsuki shocked felt numb and hung loosely at Pītā's side. He groaned as he felt the numbness spreading to his shoulder a little before it stopped and he looked towards the Uchiha as she turned to her side and glared at him.

"This, this is gonna be a common thing, isn't it?" Pītā said as he and Satsuki laid there, staring at one another.

"So it seems... until I kill you" Satsuki threatened towards the end.

Pītā couldn't help but snort "I'm shaking in my sandals Uchiha"

"You will be shaking when I run a Chidori through you" Satsuki growled darkly.

"Well since your affinity seems to be lightning, I wouldn't be surprised that a electrical current running through me will cause my body to seize up and shake" Pītā said in a sarcastic tone as he poked his still numb arm "You can say it'll be quite the... shocker"

"Fuck you!"

...

And done.

Next chapter, Satsuki is forced to seek out a sparring partner to test her newest jutsus and it seems only Pītā is available... poor bastard.