A/N

Rated T just to be safe because of Gray's nightmares or flashbacks that will probably come in later chapters.

Credit for Lyon's jokes go to my sister, specifically the IceBerg-er one.

First Chapter title taken from what Keys said to Juvia about when Gray's village was destroyed by Deliora being the beginning of the end, saying that because it ended with Ur using iced shell that it would happen the same way with Gray too.

Thanks for reading!

Disclaimer: I don't own Fairy Tail or any of the Characters

"Lyon! We have a survivor!" Ur called to the white haired boy.

"H-hey! Are you okay?" Lyon asked as he and his teacher approached the trembling not quite conscious boy who was half pinned under the rubble of a crushed building caused by the demon; Deliora's, rampage.

The boy trembled, and opened his eyes to see two unfamiliar faces looking down at him. He could just make out what they were saying, before the horrible memories resurfaced and he let his head drop back to the ground with a sob.

His parents, his friends, his home, everyone and his village was gone. Viciously taken away by the monster...the demon responsible for all this...Deliora.

The boy felt the crushing pressure on his bruised and scraped up body lessen as he felt arms pulling him from the rubble.

Ur carefully knelt on the ground with the dark haired boy trying to figure out how badly injured the boy had been.

"You're safe now." Ur said quietly to the crying boy as she glanced over her shoulder at the completely wrecked village.

"M-mom...and d-dad..." The boy sobbed harder.

Ur felt her heart ache for all that this boy and the people here had suffered. And in such a short time. The village had been here perfectly fine this morning. But now...it had been destroyed in a mere few hours along with everyone in it except for this one boy. The sole survivor.

"What's your name?" Ur asked gently.

"Gray..." The boy replied in almost a whisper.

"You're safe now. Come on Gray, let's get you out of here." Ur said as she gently lifted the boy to his feet.

Ur supported him until he pushed her off, as she led them further from the village where she and Lyon helped Gray set wooden grave markers just on the edge of the ruined village. They didn't go near any of the bodies, just placed the markers around the village. She didn't want the boy to have to see it all again if they went down there, when she knew by the terror and pain in the boys eyes that he'd already seen it all. Seen things no child should ever have to see.

It was sunset and Lyon and Ur stood back as Gray knelt by the grave they had made for the boy's parents, putting a single flower down as he cried and made a vow to destroy Deliora to avenge them.

Ur narrowed her eyes, despite not knowing the child before this tragedy, she could tell this had put a darkness into the child that she was certain had not been there before. And she knew she had to bring him home, and hopefully she could find a way to help him.

It had been a long hike back up to Ur's house. And no one was feeling very talkative. Once they reached the house Lyon watched as Ur led the boy they'd found through the house and made him sit down on a chair as she grabbed a first aid kit to help him clean up his injuries.

Soon after she led him to the sofa and let him lay there for now, as she went to prepare a small meal for the three.

When it was done, Ur returned to the room she had left the boys in. Lyon immediately glanced up at her from the book he was reading. She glanced at the other boy, he appeared to have cried himself to sleep. She wasn't sure if the boy would feel like eating after what he'd been through but she decided to offer anyway.

Ur gently placed a hand on the boy's shoulder and gently awoke him to ask.

Lyon watched sympathetically from behind, but he couldn't ignore a growing annoyance at the fact his teacher hadn't payed much attention at all to him since they'd rescued this kid. And his annoyance only worsened slightly when the boy refused, saying he wasn't hungry ever so quietly.

Seriously? He and Ur had seen some of the aftermath of the village and yes it was horrible, but this was Ur, the greatest ice make wizard ever! She had helped him and brought him here and he hadn't even said thanks.

Realizing that he was probably being a little too hard on the kid, Lyon pushed those thoughts away. The boy hadn't just seen the aftermath as he and Ur had, he'd been there for the attack and likely had witnessed many people's deaths. It was pretty obvious considering how traumatized the kid was. It still annoyed him, but Lyon figured the younger boy would be willing to eat something tomorrow and by then he'd probably thank her. After all, he was probably still really freaked out and scared. He definitely looked upset.

Lyon glanced at the other boy sympathetically as he followed Ur into the kitchen for dinner.

"Is he going to be okay?" Lyon asked his teacher quietly.

Ur thought for a moment. Lyon didn't take it as a good sign.

"With time and support he should get better..." Ur replied thoughtfully. "He's not going to die if that's what you're worried about." Ur added as she smiled gently at her pupil, "Now let's get some dinner."

Relatively satisfied with the answer Lyon hurriedly gathered dishes and quickly set the table for the two of them, making sure it was absolutely perfect before Ur brought the food. He couldn't have anything out of place especially on such a bad day as this.

They didn't speak as much as they usually did, and Lyon felt a little worried about how things could change now that Ur seemed to have made up her mind and decided they were going to let Gray stay at her house for as long as he needed since he had no one or nowhere else to go to.

The next morning Lyon got up at the usual time, and changed into his daytime clothes, and brushed his teeth and his hair, and went straight to the kitchen, briefly passing the sofa where Gray lay still asleep with a wrinkled blanket lay half over him.

Guess he's not a morning person. Lyon thought, but wasted no time as he walked into the kitchen to greet his master.

"Good morning Master Ur," Lyon said brightly as he always did, there was no reason to change his morning routine up just because there was another person in the house.

"Good morning Lyon." Ur said with a yawn.

Lyon blinked, why did Ur look so tired? In the whole year that he'd been living here with her learning ice make, he had never seen her so tired looking.

Ur greeted her pupil with a friendly smile.

"Good morning Lyon." Ur said as she handed him a plate of pancakes.

"Thank you master Ur." Lyon said with as much gratitude in his voice as he could muster.

"You can go ahead out once your finished eating." Ur told him as she flipped some more pancakes.

"Aren't you coming?" Lyon asked, confusion and a slight bit of worry entering his voice.

"I'll be out in a little while. I'll have to let Gray know where we'll be, and see if he's up for breakfast." Ur replied.

"Oh...okay, sure." Lyon said as he lifted his fork to his mouth.

An awkward moment of silenced passed through the small house.

"Master Ur?" Lyon started, breaking the silence.

"Yes Lyon?"

"You look really tired. Are you sick or something?" Lyon asked worriedly.

Ur smiled, and walked over to her concerned little student and ruffled his hair. "I'm not sick. I was just up a little later than usual." Ur replied.

"Why master Ur?" Lyon asked, leaning foreword still worried for his master.

"Gray was having a rough night." Ur said after a moment.

"Oh..." Lyon said quietly.

After they had finished breakfast and Lyon had gone outside to practice his ice make training, Ur went into the living room to see if Gray was awake yet.

An hour passed and Gray finally woke up.

Gray slowly sat up and rubbed his eyes, he was opened his mouth to say something, but as he opened his eyes, he realized that yesterday hadn't been a dream. Everything he knew was gone, and he was with the two strangers that had found him and brought him here.

"Gray," Ur started as she carefully approached the boy.

Ur sat down beside the boy and hesitantly wrapped an arm around him as his eyes filled with tears. Gray just shoved her off and slid off the sofa, glancing around for a moment.

After awhile Ur managed to convince Gray to come eat some breakfast. While he was eating, she told him that she was going to head just outside with Lyon for awhile in case he needed her. Gray's only response was a small nod.

After breakfast Gray wandered around the unfamiliar surroundings. He had never felt so alone. He wanted to wake up, or go back in time. He didn't want to just hang around this weird old cabin with the weird lady and her even weirder pupil.

Gray's grief swiftly turned to anger and he swung his small fist as hard as he could slamming it into the sofa. His hand hit the pillow so hard he felt it sting as it collided hard against the board from the frame of the sofa deep under the pillows and coverings.

Breathing heavily, he suddenly turned his attention to the window. He saw the lady and her pupil practicing some kind of magic.

Curious, and because he had nothing else to do, Gray watched them from the window, he could only make out their faraway shapes, and huge shapes of ice creations coming out of nowhere as they practiced. Gray watched, a slight hope rising inside of him.

Hours later Ur and Lyon entered the small cabin, both speaking happily of their time together outside while training.

Gray barely glanced up at them as he lay on his chest on the sofa, mostly lost in his thoughts and emotions.

Lyon had been relieved that everything with his teacher still felt normal despite the other kid that he knew was still in his teacher's house, and for now, his house as well.

Noticing Lyon was looking at Gray, Ur lowered her voice, "Maybe you should go talk to him. He could probably use a friend or someone around his age to talk to or play with."

Lyon thought for a moment, he still wasn't too sure about this guy. But who was he to question his masters wishes?

"Yes master Ur!" Lyon exclaimed trying to be a positive as he could about this.

"Terrific," Ur replied, "go try to get to know him. Use some of the old board games in the cupboard if you'd like."

"Yes Ur!" Lyon said smiling at her before turning to head for the living room.

Lyon walked into the living room and and hurried towards Gray.

"Hey," Lyon greeted, unsure as to whether the other boy was asleep or just laying around.

When Lyon didn't hear a reply, he took a seat on the sofa beside the other boy.

"Hey, you awake?" Lyon asked.

The other boy made a sound but Lyon couldn't tell what he'd said because his face was pressed against the sofa.

Lyon considered walking away; maybe the other boy was upset and wanted to be alone.

No, Lyon thought, Ur wants me to talk to him, and he's not going to get anything done just laying around like this all day.

At least when he'd lost his family, and spent years in an orphanage at least he hadn't sat around crying. He got up and put together some goals and dreams, and worked towards them constantly. They were what led him to leaving the orphanage in search of a strong wizard to teach him magic so he could be someone more than just that ignored orphan that he had once been. Now people would notice him. After all, he'd made lots of progress with his ice make training now that he was the student of the most powerful strong and amazing wizard in the world!

...and here was this kid laying around or crying, and making impossible vows of revenge without any way to accomplish them. Was he even trying?

Ur's right again, Lyon thought, this kid does need some help.

"So...I'm Lyon Vastia, you're name's Gray, right kid?" Lyon asked.

Lyon waited for a response.

"Yeah..." The boy with dark hair replied quietly.

Wow, this was going slow. Lyon thought in annoyance, but he stayed as positive and enthusiastic as he could. After all, Ur wanted him to do this.

"I'm nine years old and the student of the strongest wizard in the world!" Lyon boasted unintentionally. "How old are you?" He asked.

Gray stayed silent for a moment. Wondering what to say to this weird Lyon guy. He didn't care much for the conversation but he figured he had no good reason to keep ignoring the other boy.

"Eight." Gray answered as he rubbed his eyes, and pulled himself into a tight ball.

Lyon smirked. Now he felt like he was getting somewhere. He'd gotten a clear answer, and made him move. Now he had to get the boy to just get up already.

"What do you want to be when you grow up?" Lyon asked. "I'm going to be a super strong ice wizard like master Ur, and someday, I'm going to surpass her, I'm going to be the strongest wizard ever someday!" Lyon explained, his eyes shining dreamily.

Gray grimaced but glanced at the older boy slightly. Lyon's eyes gleaming with pride and determination.

Something about the older boy annoyed him so badly. Maybe it was because he was so upbeat and positive, when he himself couldn't even fake a smile. Let alone think of anything he wanted to be when he grew up. Everything he knew and loved was gone. What could there possibly be left for him now?

"Kid? You wanna tell me what you want to be when you grow up, or not?" Lyon asked growing slightly impatient.

"Nothing." Gray muttered in response.

Lyon frowned. Maybe he wasn't getting anywhere with this guy.

"Okay..." Lyon said slowly.

This kid needs a cheer up... Lyon realized. People all had different things that could cheer them up...now all Lyon had to do, was find out what worked for this guy. He decided to start with Ur's board game suggestion.

"Want to play a board game? Ur has some over there in the-" Lyon started.

"No." Gray interrupted.

Lyon frowned, jeez, this guy didn't have to be so rude. He couldn't said no thanks, or at least waited until he'd finished his sentence.

"Right...do you want to go outside and-" Lyon tried, but Gray immediately said no. "Right...uh..." Lyon stammered, trying to think up more ideas. "Where did the snowman keep his money?" Lyon asked, attempting a joke.

Gray made no reaction.

"In the snow-bank." Lyon told him.

Gray remained silent.

"Okay...how about another one..." Lyon said.

Gray felt his annoyance worsen.

"What kind of food do mountain climbers eat?" Lyon asked.

Gray gritted his teeth. He really didn't care.

"Iceberg-ers!" Lyon announced, "and I made that one up all by myself."

Lyon smirked proudly, but sighed when Gray gave no reaction. Did this guy ever smile?

"What did the ocean say to the other ocean?" Lyon asked.

Lyon watched Gray for a response, but when he didn't think he was going to get one he continued anyway.

"The answer is...nothing, it just waved." Lyon told the younger boy. "Why was six afraid of seven?" Lyon asked.

Still, Gray remained silent.

"Because seven eight nine!"

Gray breathed in shakily. Lyon's eyes widened.

Is he trying not to laugh but failing? Lyon wondered hopefully.

"Where did the cow go on his afternoon?" Lyon started, "he went to the moo-vies." "What does the gingerbread man put on his bed?" Lyon asked.

Gray's fists tightened.

"A cookie sheet!" Lyon finished.

Why isn't this working? Lyon thought, I'm great at telling jokes. Guess I'll have to try the common boring ones.

"Why did the chicken cross the road?" Lyon asked, "the answer is to-"

"I don't care!" Gray shouted suddenly.

Lyon startled and frowned at the other boy. He opened his mouth to say something, but had no idea what he could say. Lyon felt bad that his jokes hadn't worked, but he was also angry at the kid for how he kept interrupting him, how he didn't care about anything he said, even though he was just trying to help, and Lyon was willing to bet the little brat still hadn't said thank you to Ur for taking him in.

"Fine then!" Lyon shouted, "I was only trying to help, but you're being an ungrateful little brat!"

Gray felt so angry and sad and frustrated, that he was at a lost for words. He fell silent and turned away coldly.

Lyon got up and started out of the room.

Gray just turned away to look out the window again. His eyes filled with tears as he remembered how he used to play out in the snow with his parents and friends.

The white-haired boy, Lyon, had started to offer him to go outside and play earlier hadn't he? But it wasn't the same. Everyone he knew was gone. And besides, he'd just lost his chance even if he had wanted to do something with the other kid.

Gray curled up in a ball, and tried to calm down. Had that fight been Lyon's fault or his fault? Even he wasn't sure. All he knew was that he was hurting in so many ways and he didn't know what to do. He'd never felt so angry and sad and alone before in his life. He wished his mom and dad were here.

Then he remembered earlier when he saw a slight bit of the magic Lyon had said Ur was teaching him...what if...what if that magic was what he needed to beat Deliora and avenge his parents?