Naruto deduces that Fuuka's secret consists of switching bodies to use each corresponding element and that her hair preserves her youth and body. Naruto damages her hair and it takes a life of its own dispensing the body, but Naruto finally kills it with a Rasengan. Meanwhile, Asuma manages to break free of the electric barrier, catch up with Kitane and defeat him in a short fight. Realizing that Kitane is no more, and that his three other companions were killed, Furido causes the 3 other ninja guardians to disappear. But Furido has a back up plan, Sora.

Kakashi reveals that while he knows how to perform Rasengan, he cannot combine his own lightning-based chakra. He adds that even the Fourth Hokage, who created the move, could not combine his elemental chakra with the technique, but that Naruto might be able to. Asuma sends word to other teams about Akatsuki’s location and proceeds on despite his concern about Akatsuki’s strength. Kakuzu turns in Chiriku’s corpse despite Hidan’s complaints, and says that he is partnered with Hidan because he cannot kill him. The stress of the training causes Naruto to be enveloped in the Nine-tails's "Demon Fox's Cloak", but Yamato suppresses it.

Kabuto assigns Guren to look after Yukimaru. Guren isn't all too happy about the assignment, and things only become worse when Yukimaru falls ill on a rainy night. Elsewhere, Kiba discovers the mystery of where the dog whistle is coming from, and Tsunade sends assistance to Kakashi and Team 8.

Shizune, Ino, Lee and Tenten arrive and Kakashi, Shizune and Yamato discuss about a strategy to seal the Sanbi and rescue Yukimaru. Meanwhile, Kabuto and Rinji notice Guren's care for Yukimaru and become concerned.

Katsuyu arrives to help the sealing team with the sealing barrier. Naruto and Guren arrive to save Yukimaru from Rinji, but after Guren and Yukimaru have a brief discussion, Rinji reveals the truth about Guren to Yukimaru in hope that he'll make the Sanbi go wild. What will Yukimaru's reaction be when he discovers Guren killed his mother?

After successfully convincing Jugo to join his team, Sasuke finally has everyone he needs for his platoon. He names his platoon Team Hebi, and explains the true reason as to why he gathered them all together. Back in Konoha, Naruto takes a guess on what Sasuke is planning and proposes a new plan to everyone: they must find and capture Itachi Uchiha.

As Sasuke rests from his battle with Deidara, the Leaf ninja pick up on his trail. Noticing that they're being followed, Karin tries to send them in the wrong direction while the members of Team Hebi head to the nearest Akatsuki hideout in hopes of finding Itachi. What will happen when Naruto and Sasuke have separate encounters with Itachi?

Sasuke's long awaited battle with Itachi begins with the Uchiha brothers throwing genjutsu after genjutsu at each other. Sasuke seems to have Itachi cornered and asks him a few questions of the Uchiha massacre. Is Itachi not the only one involved in the Uchiha massacre? And does Sasuke still not possess enough hatred to defeat Itachi?

The Konoha teams decide to head back home as Sasuke remembers that he saw Itachi crying after the massacre. He then states that he cannot rebuild the Uchiha clan in the same way that Itachi had envisioned. Madara, happy that he can use Sasuke for himself, assigns Taka the task of capturing the Eight-Tails while Akatsuki hunts the last two. Taka tracks down the host, Killer Bee, to the Land of Lightning and engages him in battle. Bee manages to overpower Jugo and Suigetsu before Sasuke steps up to fight him one-on-one.

Tsunade issues an order to call Naruto back to the village, but the elders do not trust her judgment on this issue. While Tsunade tries to convince them and prepares to join the battle herself, Kakashi fights Pain in an effort to figure out his abilities.

The Fourth Hokage appears in Naruto's mind and prevents him from foolishly setting the Kyubi free. Will this confrontation between father and son give Naruto the confidence he needs to stop Pain once and for all?