The opening scene of the episode starts when Jiraiya saves Naruto from Kisame's attack. He then does this crazy entrance. Naruto gets mad at him and kept calling him perverted Sannin. Taking offense he tells him to stop calling him perverted Sannin but Naruto just wouldn't stop. Sasuke is barely conscious at this moment. Kisame then says that they used genjutsu on the woman and Jiraiya says that Itachi is a disgrace to use genjutsu on a woman just to separate him from Naruto. Naruto now wants to know why Itachi and Kisame want him and Jiraiya separate. Jiraiya finally says that those guys are after him.
Jiraiya is worried about Sasuke and Naruto because he knows that both of them don't stand a chance if they try to take on Itachi so he says that he will take care of Itachi Kisame by himself.
At this point Sasuke regains some of his energy and tells nobody to get in his way. He explains that only he will kill Itachi. Itachi only replies by saying I have no interest in you. Sasuke tells him to just shut up and fight.
Sasuke tries his best to try and fight Itachi but Itachi is just too powerful for him. Sasuke's emotions run high and he says once again that he has only lived for this day.
At this point he remembers his dead family members who were slaughtered by his brother Itachi. The rest of the fight is completely one-sided as Itachi beats up his younger brother Sasuke.
Sasuke's will to fight was strong but it was too clear that Itachi still had a far greater amount of talent and strength. Naruto can only watch as his friend gets beaten up. Itachi notices that Sasuke's hand is burnt and that he can't use hand signs anymore. Sasuke won't quit and now it looks like that he's gotten Itachi's attention. Jiraiya tries to rush in and help him but Kisame stops him. Then Itachi goes over to Sasuke and starts to beat him up again.
Itachi tells Sasuke that he is weak and he is weak because of his lack of hatred towards him. Itachi then uses his sharingan to make Sasuke relive the worst moment of his life when his entire family was killed.
Sasuke screams out loud as his mind pictures his family being killed one by one by his brother Itachi. By this point Naruto can't take it anymore and rushes Itachi but Jiraiya summons a frog to try and digest Itachi and Kisame alive.
Jiraiya explains that escape is impossible for Kisame and Itachi; however Itachi somehow manages to burn a whole through the wall and escape. Kisame asks Itachi why they have to retreat and he says that there is no rush and also he must rest himself for a while. Itachi needs to rest because he used Tsukuyomi and the Amaterasu.
Jiraiya can't believe this since the frog he summoned breathed fire. Jiraiya then uses a sealing technique to seal the black fire. Sasuke has lost consciousness and Naruto is raged. They got him out of the frog's stomach and Sasuke is suffering from the Tsukuyomi. Gai shows up and attacks Jiraiya. He smiled until he noticed that he just kicked one of the legendary Sannin. He apologizes but wished that the medical specialist was here right now. Jiraiya tells him that that's what he and Naruto are going to do. Gai then agrees to take Sasuke to a hospital.