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.

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.

While the rest of Team Kakashi holds back the possessed villagers and the ninja bandits, Naruto and Utakata go to save Hotaru. When they find her, they discover that Shiranami has activated the jutsu and Hotaru is also under Shiranami's control. Can Naruto and Utakata stop Shiranami and save Hotaru before the forbidden jutsu is fully charged?

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?

In the aftermath of the destruction of the Leaf Village, Iruka thinks back to the time when the Third Hokage first gave him the task of being Naruto's homeroom teacher at the Academy, since no one else would take him in.

An ostrich tells a story of when Naruto, Rock Lee, and Shino, all led by Kotetsu, entered the Leaf Village's animal district in an effort to find and subdue him. However, he and the other animals proved that they weren't willing to go down without a fight.

The four Kage are startled by the sudden appearance of Madara Uchiha. Having sent Sasuke away to safety using the Transportation Technique, Madara unveils to the Kage his “Project Tsuki no Me.”