World of Dreams / Creeping Shadow.Episode 346 World of Dreams: Still in disbelief over what has happened, having killed the Hidden Mist ninja and ignoring an unconscious Kakashi, Obito cradles Rin's lifeless body. Obito then remembers Madara and White Zetsu's words while vowing to change the world into one where she lives, returning to Madara as a changed person. After teaching Obito the means to summon the Gedo Statue along with imparting all his skill and knowledge, Madara uses a Yin-Yang Style ability on White Zetsu to infuse the creature with his will in the form of Black Zetsu. Madara then dies after disconnecting himself from the Gedo Statue which prolonged his life, telling Obito that he will act under his identity until the day Madara is resurrected by the one he transplanted his eyes into: Nagato. Soon after, now going by the name Madara Uchiha with Zetsu accompanying him, Obito arrives to the Hidden Rain Village where he meets Nagato and his friends. Though Obito tempts Nagato with his knowledge and offer to aid him in achieving peace, Yahiko gets his friend and Konan away. Despite being warned by Yahiko to stay away, Obito tells Nagato that he would reappear at the same time and place everyday until he accepts the truth of his words. Soon after saving orphans and gaining new member of their growing group, Yahiko decides to name their group the Akatsuki.
Episode 347 Creeping Shadow: Being informed by Kakashi that the orphans he trained are now attempting to bring about change in the Hidden Rain Village through dialogue, Jiraiya expresses his satisfaction with his students' progress. At the Hidden Rain Village, Kyūsuke brings request letters for the Akatsuki's aid to Yahiko, who intends to surpass Hanzo one day. Having learned of the Akatsuki's existence from one of his men, Hanzo expresses his approval for an organisation that shares his ideals. Meanwhile, Yahiko, Konan and Nagato head to a small village that was earlier attacked and meet a group of people who want to attack the Hidden Stone Village. Though the Akatsuki insists on peaceful solutions, it ended with the three leading members being attacked by Hidden Stone ninja with an enraged Nagato unconsciously summoning the Gedo Statue in response to seeing Yahiko and Konan injured. But the two manage to stop Nagato in time and leave with Danzo and his ANBU finding the corpses of the Hidden Stone ninja. As Yahiko and his friends depart with the remainder of their group following, Danzo proceeds to disguise some of the Hidden Stone ninja as Hidden Rain ninja to convince Hanzo that the Akatsuki are a threat to his authority.