The wind blew a harsh cold breeze. There at peak of the mountain was a shinobi. Pain was standing atop of a mountain with his eyes closed, a blank expression was drawn across his face.

"Konan, you remember our childhood?" asked Pain "We are going to make it so that no child, WILL EVER go through what we did."

Suddenly, a few sheets of papers were arranging themselves to make a human like figure.

"Yes, Pain I remember…But to do such a thing, we will need to create a organization or military force of some sort, and no we cannot have a million copies of ourselves." Breathed Konan as the paper figure took its form.

"Heh, that night with the Red Moon…and that war, I shall not waver a second from that memory, as it carved into my memory, our friends, family relatives all being slaughter , as we hid and watched so helplessly…"recalled Pain as he slowly opened his eyes to reveal his Rin'ngan.

"Konan. I have decided. We will make an organization. We shall call it…. Akatsuki to remind us all of that night with the Red Moon and blood being spilled."

"Ah, I had thought you'd do something like that Pain. But you do remember WE are being hunted by ANBU and bounty hunting ninja from every country and each of our heads are worth much more than ¥100,000 each and are considered S ranked rogue ninja." Reminded Konan.

"….Konan. I do not have amnesia. But since we are exiled ninja, we will have to find other exiled ninja to join us," stated Pain in a bored tone.

"Konan, do you know what they've been saying lately?"asked Pain.


"Uchiha Itachi, from the Uchiha clan of Konoha has slaughtered his entire clan and has fled his country, I plan on letting him join us, and convince him to become an Akatsuki member. Konan you are the third member."


Itachi was travelling alone, bordering the Fire Country. His armour covered, in splats of blood, his eyes dulled, and his body looking lifeless. As he noticed Pain approach him in a black cloak with red cloud patterns he asked "What business would you have with me? You do not look like a bounty ninja nor ANBU." said Itachi coldly.

"ANBU? Bounty ninja? hmph. I am Pain. Also an exiled ninja. Uchiha Itachi you will join us and become our fourth member." commanded Pain.

"And why would I oblige? Do you know what I have did?" asked Itachi in the same cold voice.

"I do not know what you have done nor do I need to. But you WILL join us." Answered Pain in an equally cold voice.

"And what if I refuse?" asked Itachi menacingly.

"Then you shall be subdued."

In an instant Itachi activated his Sharingan and drew one shuriken, and threw it aimed at Pain.

"Taiyu Kage Shuriken no Jutsu!" (質量影手裏剣の術 – mass shadow shuriken jutsu)

Instantaneously the shuriken had multiplied and were soaring towards its target.

Without moving, Pain thumped his right arm down on the floor beneath him with his left arm he made the seal of the Tiger.

"Kuchiyose no Jutsu" (summoning technique/jutsu) muttered Pain.

The place where Pain had thrust his right arm became the centre of a wobbly drawn up circle with a long squiggly line running vertically and horizontally through the circle, around the circle was unreadable Japanese inscriptions.

At that moment when the circle and inscriptions were completed, a Giant Panda had appeared in a poof of smoke – Pain had summoned a defensive panda.

As soon as Itachi had seen Pain's hand seal and lips move, Itachi reacted instinctively.

Itachi raise both his arms spread eagle in the air, and turn his palms so they were facing behind him, quickly he pulled them in infront of him so that his knuckles were touching each other.

The shuriken moved in a different directions, avoiding the Giant Panda – Itachi had stringed the shurikens.

In that same moment Itachi in a blur made the hand seals of the snake, tiger, monkey, boar, horse, tiger and shouted "Katon: Gokakyu no Jutsu! ( fire element/style: grand fireball jutsu!)

Itachi drew a deep breath and with his left hand made his index and thumb touch to create a circle, and blew into it. An outburst of flames erupted from his mouth and swelled in the air then ran up the stringed shurikens.

Itachi had just created the Flaming Shuriken Jutsu, and it was coming at Pain. But after all the fire had just left his mouth, he moved so fast that he wasn't even seen taking a step. He had moved 90 degrees to the left. Now he had a clear shot at Pain and the Giant Panda was to his right. The Giant Panda had just turn around to look at him, but froze when it met Itachi's glare. The three tadpoles in Itachi's eyes swirled several times. The Giant Panda's eyes had become dull. Itachi had hypnotised it with his level-three Sharingan. Itachi then in his mind said "Giant Summoned Panda, out of the way."

The Giant Panda had heard Itachi's thought out command and moved out of the way, with the flaming shurikens coming straight at Pain. Pain exclaimed softly "Oh, the power of the Sharingan also includes hypnotism, interesting…" As he prepared to intercept the attack.

But Itachi didn't stop at that, without any hand seals Itachi yell "Katon Doragon Kasai no Jutsu!" (Fire element/style: Dragon Fire Jutsu!)
Once again, Itachi made a circle with his index and thumb and blew into it. It was another fire based jutsu, but this time it wasn't a ball like the Grand Fireball Jutsu, it was a streak of flames even hotter than the Grand Fireball Jutsu, and it wasn't aimed at Pain, it was going to cross paths with the flaming shurikens!

Pain had realised what Itachi was doing. Only someone on Itachi's level of thinking and natural talent with the Fire chakra nature could pull this off. Itachi had created his own separate Kekkai Genkai, totally different from his already had Sharingan. The Flaming Shurikens and Dragon Fire collided.
The Dragon Fire was behind the Flaming Shurikens but then…The Dragon Fire was faster than the Flaming Shuriken so they fused, and the shuriken which was composed of steel melted, returned to its heated state soaring towards where Pain stood it burned even hotter.

"Kekkai Genkai – Lava style: Molten Base Element Incinerator Jutsu!"

At that moment, Pain made hands seals with each of his hands separately ( this is one of his abilities, being able to use one handed hand seals) while shuffling back with great speed.

Now Pain was 70 metres away from the coming blast and clasped his hands.

"Summoning T echnique" (Kuchiyose no Jutsu) muttered Pain.
"Sanjuu Rashoumon!" (a/n: Sanjuu Rashoumon see Naruto Shippuden ep.42) "Chakra Barrier!"(See Naruto manga chapter 375).

…On impact with the chakra barrier….BOOOOOMMM. It had broken through the Chakra barrier.
On the second impact it when through all the Sanjuu Rashoumon. A massive explosion broke out.

The jutsu had managed to get through all of Pain's defensive Jutsus and Summonings, but of course Itachi's new Kekkai Genkai Jutsu wasn't just a combination of two elements but of three, so therefore it would even surpass Tenzou's(aka Yamato) Moukuton element (Wood element).

But in the dust clearing what could be seen was, three massive indents in the ground from where the Sanjuu Rashoumon stood, and Pain standing there holding a red and yellow scroll with some unreadable writing on it also with a circle and few squiggles. Pain then hastily put the scroll on the floor, then he sent chakra to his left hand until five illuminating flames of blue chakra could be seen.

He place his hand on the opened scroll, where the circle was drawn and with his right hand again made the seal of the tiger.

"Fuuin!" (Seal)

It finally hit Itachi. Even though Pain couldn't successfully block the attack, he still wasn't hit by it. Once Itachi saw the open scroll he knew he could not defeat Pain. Pain had sealed his level 2, three way chakra manipulation jutsu inside a scroll, and knew Pain could use it against him by summoning it.

"Hmm… that was an impressive Jutsu you've created. But IT'S OVER." Growled Pain.

Pain closed both his eyes, and open them again. He had activated his legendary Rin'ngan. The Rin'ngan was said to even surpass both eyes of the Byukugan and the Sharingan. Once Itachi saw the eyes of legend, he had known, there would be no more point in going against what this man had to offer.

"I concede defeat, and accept your offer after your wondrous display of skill and talent, I accept to join your Akatsuki." Submitted Itachi in a voice that hid awe.

"Hmm…I'm glad so, it would have been a waste if I had to kill you." Said Pain coolly. Pain then and with more hand seals, but this time without saying anything summoned two objects.

"Here take this ring and cloak, anyone who sees this will instantly recognise you are an Akatsuki, we are hunted by every country in the world, and our current objective is to obtain all of the Jinchuuriki (tailed beast hosts)."

Itachi slipped on the ring and put on the cloak. "Now go find your self a worthy partner. We Akatsuki work in pairs to cover each others flaws."

"Hai." (yes)

And with that Itachi and Pain both turned into leaves and left.

Authors notes:

This is based at the time when Itachi had just killed off his entire clan besides Tobi/Madara and Sasuke.

Rin'ngan is the "other" eye but hasn't been seen yet in the anime.

Flaming Shuriken Jutsu is one the techniques Sasuke uses on Naruto at The Valley Of the End.

Using one hand to make hand seals is only known by Haku, but in this Pain also is able to do it. (it is part of a Kekkai Genkai)

Kekkai Genkai – Lava style: Molten Base Element Incinerator Jutsu is made up.