Author's Note: Just a little one-shot that I thought of and decided to do. It may turn into a two shot, but who knows. Depends if people want to see more.

Summary: He never thought that he would have children. After all, being the killer of his whole clan except his little brother, he didn't deserve to have the love of a family. But now as he looks at the face of his young son, he wonders what will happen to him when he dies by his brother's hand.

**ITACHI !!!!

*****The first part is more of the background*********

A lone candle burned in the deep darkness of the cavern-turned-home. It was the kind of place that one wouldn't expect to be inhabitable but whoever had made it had turned into a home of sorts. The cavern was one part of a labyrinth of caves that the locals thought was impossible to find one's way around in. So, in this corner of society, the local people did not dare to explore. The few that did, even the few stupid Shinobi that tried, soon found that they could not find the way out. So, eventually a law was made to make sure that they were left alone. The people generally avoided the entrances to the hidden labyrinth. So, for the purposes of the one who had made it a temporary home, it was perfect.

Deep in the heart of the labyrinth forgotten by mankind laid a dozen of "rooms" that served as the home that the youngest had ever known. All "rooms" were furnished just like any regular home. The "house" consisted of: kitchen, dining room, training rooms of all kinds, and bedrooms. The reason why the home was in the middle of the largest and most complicated cave system in the Hidden Countries was all for the protection of one person. The guardian and caretaker of this one person felt that all precaution was needed to protect one life. Numerous traps and layers of multiple genjutsu were in place to deter unwanted guests. Someone that was even a fraction less powerful and adept at the Shinobi Arts than a Sannin would not be able to even sense something was wrong. They would be dead in less than a second and their body transported far away and dumped.

The three, beyond the protected one, that knew of the location and were allowed to enter never would tell a soul about it. Two of them were fanatical about it, and would give away their lives in an instant for the person they were protecting. The third, while not going that far, allowed the one this one weakness. Or perhaps strength, looking at it another way since his abilities seemed to increase drastically since he was allowed this one thing.

Itachi Uchiha, the infamous murderer of his whole clan but his younger brother, was not one that others would say had any emotion or feelings. All since that day long ago when he had been ordered to destroy his Clan, he had locked away his feelings. To have feelings, or at least to show them, would be dangerous in his opinion. As of a few years ago, he had not allowed himself to show one weakness. It was hard, to be utterly alone but he accepted that. The only thing that made him stay together was the love for his brother, even though he had forced to make his brother hate him. Even though Sasuke hated him and would kill him, he still loved him. He would sacrifice himself for his brother a thousand times over. For years that had been only weakness he had allowed himself. Until not that long ago, when he had gotten one more. He had met a girl named Aya. He had his suspicions that him meeting her was not so accidental, but anyway it had resulted in a child. Aya had died soon after the birth. Itachi knew her appearance and then death after giving birth was no accident, but he could do nothing about it. The child he had named Kei, and it was this child that he had sought out a place for Kei to live where there were no fear of him being attacked at every moment. That was when the third person to know about Kei told him about these caves. Itachi did not trust his word at first, but do to checking it out himself been forced to admit it was the safest place for him. He did not trust Madara Uchiha, not at all. But he knew that Madara had his own reasons to keep Kei alive. If his suspicions were correct, then Aya's appearance and death was Madara's scheming. For some reason, Madara had plans for the youngest of the famed Uchiha Clan. Itachi didn't like it, but he could do nothing about it. He found Ayumi dying in the forest one day and brought her back. After she healed, the young woman had made herself Kei's caretaker and "nanny". He had done many tests and had found that she did not remember who she had been before. She was a medic-nin, though, and thus her skills were useful. She soon, despite his doubts, proved to be fiercely protective of Kei and a good caretaker for his shy son.

Around his Akatsuki "duties" and making all efforts to keep Kei's existence away from everybody else, Itachi was often away from Kei. He made every effort to be there and was around surprisingly a lot. He had even left a Kage Bushin clone behind to travel with Kisame many times, with the shark man not even being able to tell the difference.

Madara came around a lot too. Itachi didn't trust him, but could not keep the man away from his son. After all, the older man was much more powerful than him. Kei's goal was to be just as powerful as his father one day, and trained for it. Training did not seem to take away from his childhood, as training and the pressure had done for Itachi, but added to it. Kei considered getting better "fun" and enjoyed it. Itachi worried sometimes, after all a six year old handling sharp weapons could end in disaster. But fortunately, Kei had shown a maturity beyond his age. Kei, in Itachi's last estimates, was about the level of a high-level Chunnin. When he had made this discovery, it had been a shock. Kei's Chakra reserves were growing daily, mostly because of the training exercises but he still had amazing control.

All three had a hand in Kei's training. Chakra control and medic ninjutsu from Ayumi; Taijutsu, Ninjutsu, and Kinjutsu from the Uchihas. Kei loved weapons actually, particular the sword (even though the one he had was basically a knife, just made for his age; Kei wanted to find one when he got taller that would more suit him), kunai, and more. Itachi was disturbingly reminded about a certain purple haired ninja from Konoha when Kei chuckled evilly over a gift of a new kunai set.

Kei had learned to navigate his way in the caves at five years old, a skill that left the others baffled. The caves were his playground, and escape when the adult company became too much. Ayumi had taken him into the nearest village, always under a henge or disguise (they often used makeup or hair dye to fool even a Shinobi), to interact with his own age and the general population. Despite those trips, he was still at a lost to interact with his own age. He could pretend, but many "normal" behaviors was foreign to him. He had had proper manners and behavior drilled into him at a young age, but that couldn't do everything to make up experience. He often tired of being surrounded by adults nearly all the time and escaped to have some me-time.

**************Background done finally, onto the story*************

One lone candle burned in the room, casting light on only a very small portion of the room. There was one bed, which in truth wasn't used that much. At the moment, a small dark haired boy rested, one hand curled in the blanket. Itachi smiled, even if his smiles consisted of one side of his mouth lifting slightly, at the scene. It was times like this that the past weighed especially heavy on him. Snuffing out the candle, he crept from the room and silently walked until he reached a room where one shaft of light crept in. The small hole in the roof above against all odds allowed that one shaft of sunlight to reach the room many feet below. Itachi knew that the hole couldn't be seen or sensed from the top since he had searched for it ever since he found this particular cavern, but he was grateful for it. That small amount of sunlight was the first sunlight that Kei had seen in his short life, and the only sunlight he went weeks seeing. The bad thing about living in caves was the shortage of sunlight. Kei loved the sun, mostly because it was something he did not see that often.

Itachi still felt a pang of guilt for all the things that he had denied his own son by living the life he did. Sometimes, he still felt the urge to just hide his son away in a village and leave him there to live out his life without him. But he knew that his son wouldn't forgive him, and frankly he was selfish. He wanted his son to stay with him. But he knew that his time with him was growing short. The sickness inside was trying its best to take him out, to destroy him like so many hunter-nins, ANBU, and criminals had failed to do. He was forced to ingest medicine after medicine in an attempt to live long enough for Sasuke to kill him.

That was something else that he had denied his son. He had denied his son family. He probably would never have met Kei's mother but he had slaughtered the only family he had. He had bred hatred in his own little brother's heart. Kei knew he had an uncle, but never said anything to Itachi. Until yesterday he had not known anything about his father's past, beyond the few details like where he came from. Yesterday, toward the end of the night, he had finally taken Kei away to tell him everything. Not the lies that other people thought of the truth, as to why, but the truth. Kei had not taken it that well, naturally. Getting up without a word, he had left his father sitting on the ground and went to wander the caverns. Coming back, hours later, he had not said anything but had just allowed himself to be held.

Itachi watched the small shaft of sunlight silently. Kei knew he was dying now. Itachi knew that his time was short. Soon, he would face Sasuke and not come back. He had instructed Ayumi to take care of Kei and do everything she had to so Madara would not get his claws on his son. She was told, if it all came to the worst, that if Madara got Sasuke and survived, she was to take Kei to Konoha. He had given her two small necklaces. They were shaped in the form of a nine-tailed fox circling a crow, his little joke, and when activated would lead to the outskirts of Konoha. If possible, she would keep Kei's identity hidden. If not possible, she would give the letter that Sarutobi had given Itachi years ago to the present Hokage (if it wasn't Danzo, if it was she was to flee to Suna). The letter, using seals that Sarutobi had taught all his students to be able to activate, said everything about the night. The truth was told in all its ugliness, and it would be up to the Hokage to decide the course of action. The Sharingan bloodline must not be lost to Konoha. If Danzo was Hokage, Ayumi was to flee to Suna. Suna was the next best place in Itachi's opinion for Kei.

If Madara did not get his hands on Sasuke, well, it was to be seen. No doubt Madara would tell Sasuke the truth. Itachi had prepared for any which way it could go. Ayumi had her orders. If everything turned out the way he hoped, Sasuke would no longer have the curse mark, Madara would be dead, and perhaps Kei would have the family that both him and his uncle needed.

To be continued….maybe…..

*Only a year or two passed between the massacre and Kei's birth, so Itachi was a rather young father. So, I'm estimating how much the time gap.

**Kei is a little genius. Think younger Itachi and little Kakashi. He's an Uchiha, so he's a natural. He's a powerful little kid.

So what did you think? It was a little something I thought of when sitting bored in class. :D I wasn't really paying attention of course, so had all the time to think it out. Hehe. No harm done, I don't understand the class anyway. Review please