This is another side story involving Itachi and his story from right before he left Konoha after killing his clan and a kunoichi who went to the Academy with him who is a genin. She is much like Sakura is with Sasuke to Itachi; however, she is not at all like Sakura in personality. Again, this is plot can be understood by adding my original ideas to the actual plot. I'm not changing anything, only adding. Also, this whole side story will tie in with Sasuke and Sakura's soon. I just love Itachi, so I wanted to write this part. Itachi and Asuka are 13, team 7 members are 8.

Asuka leaned heavily against the outside wall of the Hokage's Tower. She was breathing so heavily she feared she would never be able to catch her breath. She tried to calm herself down quickly; she absolutely could not lose control of her chakra. If she did, someone could sense her or her jutsu could reveal her location.

The night had begun so simple. Asuka's teammates had talked her into switching their mission in the Hokage's Tower using her invisibility jutsu with another team who had gotten a better one. It was risky, but she knew no one but a few ANBU guards were there. The entire place was unusually dark, so when she passed one room with occupants, she slowed to hear what was going on. The conversation that she heard made her blood freeze. It was Itachi… and Danzou.

Itachi.

For years Asuka had watched him, always admired his skill… He had only been at the Academy with her for one year before graduating. While he was the same age as her, he was an ANBU black op and she was had only just become a Chuunin. Every once in a while, she would find out one of the few days he had free and insist he join her for a walk. He was always very quiet, but kind to her as well. He never declined when she asked him to do something, but 

she knew he always had other things on his mind. She wanted to understand him, to know him better, but he just felt unreachable to her.

Now she felt like she had a good idea why. Konoha had just ordered him to murder every member of his clan.

The cool night air did nothing for the layer of sweat on her face as she sprinted away from the room silently and out of the tower. She felt hot and nauseous and couldn't get control of her thoughts as she leaned against the wall. Why? That was all she could think coherently. Why would Konoha force Itachi to do something like this… It didn't make any sense… It was horrible…

Itachi's little brother came to her mind. He had just started at the Academy with her little cousin. Would he really…

Asuka felt her face get hot and vomited into the grass beside her. She desperately kept control of her chakra, certain she heard something she was not meant to that could possibly endanger her life. Just as she regained control of herself, the door to the tower opened and Itachi came out. He didn't notice her to her extreme relief and praised her sensei for making her practice her chakra control so much.

Seeing him made her feel strangely odd for reacting the way she did to hearing his mission. He seemed so calm and collected… like he wasn't even human. She had heard stories about ROOT, but she hadn't believed a word of it. However, seeing Itachi so reserved and unresponsive made her wonder. What had they done to him?

The next day passed way too fast. She skipped her mission and ignored her irritated teammates who were annoyed she hadn't switched it for them as she watched the hours tick away. She hadn't eaten anything and she could not decide what to do. Who could she 

tell? The order came from the top… Danzou had mentioned the Hokage… if he was behind this, who was left to tell?

She hadn't seen Itachi at all. She vaguely wondered if he was preparing for his mission tonight. She let her head fall back against the wall of her room and closed her eyes. What should she do? She simply couldn't do nothing, that was not the way of a ninja. She opened her eyes and found herself staring at her reflection. She would not be weak. Itachi had to be stopped… and she would stop him. For his clan's sake and his.

It was just after dusk when she arrived at the Uchiha district. It was disturbingly quiet. As she got deeper within the district, she saw bodies. The sight made her skin pale… was she entirely too late? She ran past them to Itachi's house. She had to find and stop him. She would do whatever she had to. She engaged her invisibility jutsu as she rounded the corner and silently crept into Itachi's house. She was in the hall just near his room when she heard a scream.

Mikoto.

"Oh no," she whispered into the darkness.

She heard the dull thud of something hitting the floor hard and she backed away from the sound. She turned expecting to find the wall, but instead she had backed into Itachi's room.

She was too late. Asuka sank onto the bed and curled up as tightly as she could, desperately trying to control her breathing and chakra once again. Her tears were useless… but what about Sasuke?

Her senses picked up as she heard the door open. Sasuke? She lunged forward and got to the door before she heard them speaking. Asuka breathed out as she realized he was going to spare Sasuke… 

but why? As she heard Sasuke run from the house, she sank back to the corner of the bed and curled up. She was scared to leave, to see the massacre again that she was too late to stop. She should have done something more… anything…

She didn't know how long she sat there, but when she heard footsteps again, her heart stopped beating. She maintained her jutsu and stopped breathing altogether as the door to the room opened.

Before her, Itachi stood, blood splattered across his clothes. She didn't think she could be any more frightened until he looked directly into her eyes.

"My Sharingan sees through your jutsu, Asuka," he said.

Asuka's eyes widened and she felt paralyzed with fear.

"Why did you come here?" he asked.

To her surprise, she found she could speak. "To stop you."

Itachi's eyes narrowed at her, clearly confused at how she knew. "If you speak of this to anyone, they will have you killed."

Asuka watched in disbelief as Itachi turned and left her alone. When she was certain he left the house, she burst out crying, with no idea what to do.

She didn't know how long she stayed there in the corner, unable to face what had happened, but the thought of Sasuke made her get up.

She found him passed out in the street, his face tear stained and bloody, but he was breathing. Why would Itachi leave him alive? She heard his orders… he was to kill everyone…

Asuka kept her jutsu strong and picked up Sasuke, extending her chakra through him as well to get through the village unseen. 

She set him down near the hospital, knowing someone would find him there soon. She didn't want to leave him alone, but she knew there was someone else who needed her more right now.

"Goodbye Sasuke," she whispered as she released her chakra from his body.

She watched medical staff carry him inside and feared what would become of him. Only time would tell. She turned her attention to the Hokage's Tower. How could this have happened in her village? Her home she had known and loved her whole life. They destroyed two innocent people and massacred their whole clan… If these were the values that Konoha was truly based on, she wanted nothing to do with it anymore.

Asuka pulled her headband from her forehead and let it fall to the ground where the gravel scratched the shiny metal she had cleaned everyday. She was no longer proud to be from the leaf village and would not do their bidding.

She looked to the sky and saw that the moon was getting ever higher. If she wanted to catch up to Itachi, she had to go. His chakra presence was fading fast, but she was just as fast as he was. Her silencing art jutsu along with her invisibility jutsu combined with extensive chakra control made her an ideal spy. This was the way she was trained since day one, so speed was essential in case she was ever caught. She had long range skills only in combat, therefore getting away was often necessary.

The gates of Konoha stood before her and as she passed through, she vowed never to return.

Her silky black hair flowed around her unbound as she raced to catch up with Itachi. She chose to not hide her chakra, hoping he would sense and confront her. The night was getting extremely cold 

as she got further and further from Konoha. The forest was so thick, she could hardly see and the wind stung her eyes, but she would not give up. Itachi couldn't go on like this… it wasn't fair. Whatever they had done to him to make him go through with this… it was so unbelievable. There had to be something else…

Suddenly, she felt Itachi's chakra get closer at a very quick rate. He must have stopped, or even turned around.

Her blood was pumping faster than ever before and she wondered if he would just simply kill her. Before she realized how close he was, Itachi grabbed her with both arms and knocked them both to the forest floor, landing swiftly on his feet and keeping her on balance as well.

His expression was blank yet cold. He stared at her for a long moment, his Sharingan vivid against the darkness of the night. She knew he could read her movements, so she didn't hesitate to reach into her ninja tool bag. In one swift motion, she pulled out a kunai knife and swung it at Itachi, scratching a deep cut through the leaf village symbol on his headband. He didn't make one move to stop her.

"Why did you do it Itachi," she asked, her voice sad and confused.

He didn't answer her.

"Go back."

Itachi turned to leave.

"I'll tell everyone the truth. I'll tell them it was on Konoha's orders you killed your clan. I'll tell Sasuke," Asuka shouted at his retreating back.

Itachi stopped and was very still for a moment. "They will kill you and make you out to be crazy."

"Even if they covered it up, people would believe it and you know it," she said.

Itachi turned around, his eyes narrowed, but otherwise void of emotion. Asuka's eyes widened as Itachi disappeared.

"Then you will die here," Itachi said from behind her. Asuka felt the blade against her throat then and breathed in a shaky breath. She knew he meant it. He had killed everyone he cared for except for Sasuke… without remorse or hesitation. What made her think she could save him? She glanced down at the blade. She felt a new burst of fear as she saw Itachi's blood red eyes staring back at her in the reflection. Fear consumed her as she waited for the blade to spill her blood.

Itachi saw the fear in her eyes as he prepared to kill her. There was something different about this… It wasn't only fear he saw, but pain… like she was losing something far greater than her own life. Frustrated at his own weakened resolve, he lowered the blade. This wasn't part of his mission. He wouldn't kill her for Konoha; he had no reason to.

"What do you want?" Itachi asked. He couldn't understand why she would follow him after witnessing what she did.

She turned around slowly, only inches from him. "To come with you."

Itachi stared at her hard in disbelief. "No."

Asuka stared at him, not knowing what to do next. Without thinking, she threw herself into his arms, desperate to make him 

remember what it felt like to be alive… he was dead inside and she couldn't stand to see him this way.

"Itachi, I don't know how they made you this way, but I know this isn't who you are… please, come back to me…" she said, tears freely falling down her skin.

Asuka gasped as Itachi pulled her with him to the side, dodging several kunai knives, one of them actually slicing a bit of her hair as they were attacked.

Itachi threw her low to the ground and released a massive fireball jutsu in the opposite direction of where the kunai came from. Asuka cringed as she heard two people shriek in agony as the flames engulfed them. Itachi had identified their location with his Sharingan. Again, he had effortlessly taken lives.

"There are more of them, come on," he said, grabbing her and pulling her to her feet.

She followed him, having to run as fast as she could to keep up with him. Once Itachi was certain they had lost the hostile ninja's he considered what to do about Asuka. He refused to kill her. But what should he do. He could not take her to the Akatsuki hide out.

Itachi stopped outside the thick woods and turned to Asuka.

"Go back to Konoha."

Asuka glared defiantly. "I will never return there."

Itachi noticed for the first time her missing headband and realized her striking his was not to say he wasn't worthy of it as he had originally thought. She was conveying it wasn't worthy of him.

"You don't understand what you're talking about," Itachi said.

"I understand enough to know your life has been out of your hands for a lot longer than I realized. I understand that Konoha is responsible for the death of all of the Uchiha's… including your own. You aren't even alive anymore Itachi… I even remember the day that your smile lost all meaning and became emotionless; the day you stopped holding my hand when we would go for a walk. That was the day Itachi Uchiha died."

Itachi turned away from her. Her words were meaningless, though they were true.

"I will take you somewhere you will be safe, but then I will leave you," Itachi said, taking off again.

He decided to lead her to the Hidden Rain Village where a small apartment was waiting for him. He never intended to keep it, but it would serve a purpose now. After all, it wouldn't hurt to have a place other than Akatsuki hideouts to go if need be.