Hihi!! Noodle-Brained Kitsune here! I'm dishing out my second Yu-Gi-Oh! Fic! This is a bit of Semi-songfic AU (Alternate Universe) that formulated in my head last night at 12 A.M. ^^;; To those keeping up with 'YGO!:AotY(s)', don't worry, I'm not abandoning it!! I just need to get this out of my system. By the way, I have an ancient computer,hence no spellcheck and hence some possible misspellings and mis-grammars.

Standard-Semi-Original-Disclaimer: I don't own Yu-Gi-Oh! I am simply a grovelling fanfic authoress/ fanartist. So for the love of truth,justice, and Oi Vey, don't sue me.

Standard Warnings/Notes:Not yaoi/shonen ai ^^;;;...Gomen,if this sounds stupid...etc.

*Blah*=Flashback
Blah=Yami's thoughts,parts,etc.
Blah=Yugi's thoughts,parts,etc.

AU: Fifteen year-old Yugi Mutoh's world is starting to fray at the edges. His mother, a single parent, has died in a car accident. With no other place to turn to, he is sent to an orphanage. Lonely, and feeling hopeless, will Yugi find friendship? Or perhaps even the family he never knew existed...

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Somewhere Out There

"We're here Yugi."

Yugi Mutoh stepped out of the car, clutching a suitcase. He looked at the house with some trepidation. He wanted to run away. But where would he go?

Sighing inwardly in defeat, he followed the social worker into the orphanage. Once inside, the worker,whose name was Anthony,bade him to sit on one of the chairs while he talked to the house head.

Swinging his legs idly,Yugi began to look back at the circumstances leading up to this.

Why did his mother have to die?

*A man in a crisp, black business suit bent down, talking to the young boy.*

*'She was at the office late...'*

*Yugi listened deftly to his mother's boss. It was the same story, the one he had been hearing from everyone. The police,the doctors,everyone.*

*'...was so tired that she didn't see the truck coming...'*

*The man shook his head and patted him on the head.*

*'I'm sorry Yugi,I give you my condolences...'*

Yugi closed his eyes, trying to shut away the tears that were threatening to form.

They had given him time to mourn, as was appropriate, but then they had thrust him into the care of a social worker while trying to locate a relative.

None could be found. Now it had come to this.

He managed to choke down his tears. However, a saddened sigh escaped his lips.

It seemed that the world had begun to collapse on him.

"Yugi."

Yugi, struck from his silent musing, looked up at Anthony.

He wasn't alone.

With him was a woman in her late fifties. It was evident that age beginning to catch up with her, wrinkles starting to become more pronounced, and silver beginning to creep into her chocolate-colored hair. Despite that all, she had a kind, motherly face, and clear hazel eyes that just seemed to burst with energy.

Anthony bent down and looked at his young, ablit temporary, charge.Violet eyes that once shone with happiness and life, and now only showed sorrow, looked back at him.

"Hey kiddo...I'm going to let you go now,okay? Mrs.Jones is a really nice woman, and I'm sure she'll take good care of you...She took great care of me, you know."

Anthony couldn't help but smile slightly at Yugi's confused expression. It had been the first time in the two weeks he had cared for him that he had really seen any hint of emotion in the child other than sadness. It was a start...

"Well Yugi..maybe I'll see you again sometimes,ne?" He stood up and ruffled the boy's head affectionately. He looked at Mrs.Jones. "And I'll drop by again soon,mom." he said, giving her a quick peck on the cheek and walking out.

"That crazy boy," Mrs.Jones chuckled to herself. She then turned her attention to Yugi.

She spoke gently. " Hi Yugi, I hope you like it here..this is a small home so you won't have to worry too much about too many other children...," she paused reflectively on the information her son had given her. "And I know it may not be what you were used to.."

Well...she seems like a nice lady...

Yugi nodded slightly.

"I'll manage..."

"Good boy," she smiled. "Lets get your luggage and show you your room."

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Yugi looked around at his new surroundings. Mrs.Jones had left him to give him time to adjust, promising to send someone up when it was dinner. He lay down on his bed.

This definitely was not what he expected the place to be.

He expected dirty,dark,smelly,monolithic rooms,crowded with children, like in the movies. What he hadn't expected were clean white walls,windows that let plenty of light in, air smelling faintly of flowers. All in all, almost like a regular room,sans minor amenities found in a teenager's room, such as a TV or computer.

Yugi looked around some more. There were two desks and two beds. Judging by some of the clutter on the desk and the slightly rumpled state of the bed by it, Yugi figured he wasn't the only occupant in the room.

I wonder how my roommate will be like?

He closed his eyes for a bit. Almost unconsciously, he began to hum a song his mother had sung to him when he was little....

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Yami walked down the hall towards his room. It had been a rather boring day..... No one had really wanted to do much of anything.

He stopped suddenly.

Who is that humming?That tune sounds so familiar...

It sounded like it was comming from his room...

He quickly made it back to his room, and upon entering, he saw a boy laying on one of the beds as the source of the humming.

He stood in shock.

What shocked him though, wasn't that he had a new roommate, but rather, how similar the boy look with him.

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So what's the verdict of the fic so far? Please review! Positive comments and constructive criticism are always welcome. Flames, on the other hand, will be laughed at, and promtly used to roast marshmallows.