Jiraiya is now confronted by two new Pains who both possess different abilities than the one he was fighting. Just who is Pain and how many Pains are there?

Seeking to gain Sasuke's trust, Madara reveals to him the origins of Konoha. Madara and the future First Hokage founded the village long ago, but a rivalry between them would one day stem a chain of events leading to THAT night, the night that Itachi Uchiha annihilated the Uchiha Clan.

Naruto and his team, along with Hotaru and Utakata, return to Mount Katsuragi to plan their next move. Tonbei reveals a way to remove the forbidden jutsu from Hotaru's body which would result in the jutsu losing it's power. Hotaru states that if a man named Shiranami returned, the clan would be restored. Naruto decides to look for Shiranami within two days. Little do they know, the man they are looking for is actually the one after the forbidden jutsu. Meanwhile, Utakata wonders if Tsurugi spoke the truth about his master.

The Akatsuki Leader, Pain, begins his invasion of the Hidden Leaf Village. The Leaf ninja assemble to protect Naruto's whereabouts, but when Pain targets Iruka, Kakashi must face off against him.

Naruto successfully begins taking out Pain's bodies one after another, but when his Sage Mode reaches its limit, Pain attempts to take control of the battle. Is the moment of Pain's victory at hand, or does Naruto have a plan?