This episode begins as Naruto goes headfirst into the water with Sasuke standing on top the statue looking at Naruto. Sasuke says that he will pursue any darkness ahead and he will obtain power.
A flashback is shown now with a younger Sasuke returning home in the night. All of a sudden a Sharingan user is seen on top of a light post then Sasuke looks up and nobody is there. Sasuke then notices that all the lights are out in the whole block but it was not time to go to sleep.
He then runs to his street to find blood and weapons all over the place. Sasuke gets scared and run home. He goes in and calls to his mother and father but no answer. Sasuke then hears a crash in a room.
He goes to the door and his heart starts to pound very fast. He opens the doors slowly and sees Itachi his brother coming out from the shadows in his ANBU outfit. Sasuke asks his brother and a shuriken fliess past Sasuke hitting the door but blood comes out from a wound on Sasuke's shoulder.
Sasuke asks Itachi what he was doing and Itachi uses his new Mangekyo Sharingan on his little brother. Itachi shows Sasuke what he did to the clan and when the illusion is over Sasuke asks his brother why he killed everybody. Itachi replies by saying he wanted to test his skills.
Sasuke then charges his brother but his brother knees him in the chest and then Sasuke says he is scared and runs outside and into the street. Sasuke stops running because Itachi is blocking the way. Sasuke says that was not the brother he knows. Itachi says that he played the role of Sasuke's big brother the way he wanted to test Sasuke's skills.
Itachi then says that Sasuke is the person who has the potential to test his skills. He then says that Sasuke hated him and that he wanted to surpass him. That is why Itachi will let Sasuke live. Itachi also states that Sasuke has the power to have the Mangekyo Sharingan like himself and that one more person has that same power.
Itachi explains that u must kill your best friend to get those eyes. He says that there is a secret meeting place at the bottom of a shrine and he tells Sasuke to read it and see what the Sharingan is really meant for. The next day Sasuke wakes up in a hospital bed from being knocked out by Itachi the night before.
He gets out of bed and finds two nurses talking about the massacre last night and that Sasuke was the only survivor and that his older brother was missing. Sasuke then leaves the hospital and travels to his house and finds police tap there and he begins to cry knowing that he is the only member of his clan left.
He goes to the shrine where Itachi told him to go and he reads what the Sharingan is really meant for. Back at his school a young Choji and a young Shikamaru are sitting in front of Sasuke and Choji ask if Shikamaru wants to go to the candy store after school. Shikamaru acts like his lazy self and says that his mom will yell at him. He then says it would be too troublesome.
In back of Sasuke two boys say that Sasuke's entire clan was killed and one of the boys said that his dad had told him. Then it shows Sasuke sitting on a dock and looking down at the lake below. He then sees his brother's reflection in the water and dives into the water saying that he will kill his brother no matter what.
Back in the present it shows Naruto at the bottom of the lake and he floats back up to the surface. He remembers what Neji said that Sasuke was in the darkness and Naruto was the only person who could save him.
Naruto asks Sasuke what he meant to him. He also asks was he not his friend. Sasuke replies by saying that Naruto have become his best friend. Naruto and Sasuke then start to run, Naruto running from the lake and Sasuke running from the statue, charging each other!