Disclaimer: I do not own the characters or the fictitious places used within this story, all rights belong to their creator Hiro Mashima.

(A.N: This story is being writen for a good friend, as per request. Characters may be a liitle OOC at times, but only if it moves the plot along or better fits the narative. I do not have a scheduled uploading time, as I have more than one project underway. Feel free to check out my other stories and comment often to get my attention on the story you like most. Leave me a review, favorite, or even follow. I will try to upload my more popular fan fictions more often.)

.Chapter Two

Fiore had changed a lot over the many years that had gone by, the Royal family had fallen long ago, and was now under the control of demons. Guilds had been disbanded and outlawed, which forced the mages of Magnolia underground and form the rebellion. Thus Fairy Tail was reborn, to rise against the oppressors that had taken over and destroyed their once beautiful city. Gray Fullbuster and Lucy Heartfilia were not only cousins, but two of the many member of the Fairy Tail Rebellion. The two mages had faced many trials when growing up, which lead them to join the guild and hone the skills they possessed. The longer the two remained in Fairy Tail, the more they grew to see their guild mates as family. The two had very different upbringings, as Lucy came from the very prominent and wealthy Heartfilia family, while Gray faced tragedy at a very young age.

As a child Lucy had the love of her mother, Layla, she taught her young daughter how to use gate keys, and got her on the path of mastering celestial magic. The blonde haired little girl, was the apple of her mother's eye, and was well cared for and loved by her mom. The staff that worked for her father also adored the young Heartfilia daughter, she was practically treated like a princess, and for those years, she was very content. Life doesn't always let you keep the happiness that you accumulate over time and will often steal the brightest part of your life. The blonde could not forget the moment her life had begun to crumble, it was something that had stuck with her throughout her life. The household maid entered her room one morning, just before sunrise, to awaken the young heiress from her slumber. She was coaxed from her bed with the promise of watching the sunrise with her mother, in the garden the two of them frequently spent their time in. It was a warm summer morning, the sky's dark color brightened slowly, as the midnight blue lightened to a softer violet.

Lucy was lead to her mother, who was seated on a blanket that was laid out on the grass, surrounded by the sea of colorful petals the flowers provided. Big brown eyes locked with sad ones, a pale dainty hand patted a spot on the blanket, and the small child took the silent request hesitantly. Daughter and mother sat in the peaceful lull, as the sky turned from violet to pink, the small girl's hand wrapped in the comfort of the most familiar hand. At such a young age, she didn't think to be worried about how cold the fingers that were intertwined with her short ones felt, no it didn't sink in. It wasn't until the sun began its ascent over the horizon that Lucy learned the real reason she had been swept outside to the garden, in the early hours of the morning. The young girl's mother tried to be gentle, she needed her daughter to be okay, no matter the outcome of what was to come. "Lucy dear, I have something to say to you, I know you might not understand why I bring all this up now, but I know that one day it will all make sense." Layla faced her innocent daughter, with the curiousity she felt, Lucy offered her mom her undivided attention.

Lucy waited in quiet anticipation, her naive mind thought her mom would only have something wonderful to share with her. "What is it, mommy? Did you get me a surprise?" Layla could feel herself wince, she had never dreamt she would be the one to cause her precious angel pain, not when she was supposed to shield her until she was prepared to face the world on her own. "No, my dear, I didn't get you a gift, not in the physical sense anyway. I want to leave you with the knowledge of how to keep strong in adversity." Lucy listened with intense interest and concentration, the young girl had grown accustomed to her mom's rather intelligent way of speaking. "Do I need to know that now, mommy, is something bad going to happen?" Layla knew that her daughter would never be completely ready for what would happen in the near future. "Little Lucy, my precious girl, I do not want to be the cause of your pain, but it is the happenstance of fate. I am ill and I am not long for this life. I want you to be strong enough to stand without me, reach out to your extended family. You have a cousin out there, one that I would love for you to get to know, and see often."

The pint sized heiress' eyes were already filled with unshed tears. One of life's greatest tradegies is for a daughter to lose her mother, especially when one is so young. "You have to get better mommy, I want you to stay with me for a very long time." How her mother wished she could accept her daughter's simple request, but this simple request was more difficult than it appeared. "I will be with you for as long as this world allows and my soul will never really leave your side. I leave you my gate key, Aquarius will look after you when I am no longer physically with you. I want you to keep your head held high, keep your warm smile, and never quit fighting for the things you believe in. If things take a turn for the dark, find Silver and Mika Fullbuster, they will welcome you with open arms, and you can get to know Gray. If you are no longer happy here when I am gone, leave this place, and find people who will love you like I do. Can you do that for me, Lucy. Can you find it within yourself to be happy and to fight for what you believe is right?" Lucy waivered a bit, unsure of what to tell her mother, as she didn't know if that was a promise she could keep. The silence lingered as the doubts settled in her heart, yet she did not have it in her to weigh her mother down with guilt. "I promise to try, mommy."

Later that same year, Layla succumbed to her illness, and left her daughter to be cared for by a busy and neglectful father. He was a man that had always found it hard to make time for both work and family, which only lead to his daughter never really seeing him. The maids were the ones to raise her, but even with their attention, Lucy found herself being overcome by loneliness. As they years passed, she found herself longing to get away and find the aunt and uncle her mother spoke of, meet the cousin she had only heard of, and get away from the lavish but lonely place she was forced to call home. She wanted to tell her father how she felt, but feared it would only hurt or anger him. As much as she wanted him to change, he was still her father, and she would give him the respect her mother had always given to him. Those feeling soon changed when a message of death made it's way to their very doorstep. He turned away family, one who desperately needed his help, but he refused to offer a haven for someone who no longer had a place to go. It was that moment when Lucy waited to be old enough to leave, she only needed to be sixteen, and she would runaway and leave this place behind her.

Gray Fullbuster had been blessed with a simple but happy childhood, one that would be stolen from him while he was far too young. His story truly began during a winter storm, white powdery snow blanketed the small town, and continued to fall in soft flurries. The cold was broken by the fire that had broken out and the fear that raced through the veins of the townspeople kept them unaware of the bitting cold. Deliora had found the calm collection of homes and buildings and shattered it with calamity and destruction. A young Gray had been seperated from his parents and had gone into hiding under the rubble of his family's home. He waited for them to come in search of him, but his fears grew as the cries grew quieter, and the deathly silence had begun to to weigh heavily around him. He remained where he was until the sun had started to rise, the light was hazed by the smoke and debris that lingered above the rubble.

He trudged through the snow, completely numb to the bitterly cold wind that blew through what was left of his town and over his face. He called out to his mother and father, his voice seemed to fall flat on the soft downfall. The boy stopped, frozen in his tracks, as white ice turned red, and the smell of death pervaded the once clean and crisp air. The journey from there was akin to one's worst nightmares, as he carefully avoided stepping on the remains of the bodies the were strewn about in a sea of crimson snow. It was when he came across two very familiar faces, that his whole would was yanked away, in one swift and painful moment. His cries of agony fell on deaf ears, no one around to offer comfort to the boy who had become orphaned in a single night. He sat with his parents, until several guilds had come to search for any survivor's, and was discovered by a female volunteer, Ur.

She had instantly become invested in placing this boy with someone who would take care of him and wanted nothing more than to find his next of kin. She offered to foster Gray, until she could reach out to any family he may have had out there, and get them into their care. It was during the beginning of his stay that she had started to notice the effects of the tragedy he had to endure. She eyed the boy as he sat at her kitchen table, he stared at the food that had been placed on the table in front of him, but did not make a move to eat it. "I sent a letter to you uncle, Jude Heartfilia, it should only be a matter of days until I get a response from him." The raven haired boy fiddled with the cloth napkin that was in his lap, as the emptiness he felt only grew deeper. "Hn, he doesn't care about me, he completely cut off my mom, because he didn't like the idea of her marrying my dad. He isn't going to want me staying with him, I'm the offspring of the man he disliked with a passion." Ur stood in a stunned silence, the boy's brutal honesty left her with absolutely no words of solice. "He can't possibly hold a grudge towards you, you are not responsible for the choices your mother or father made, you're innocent in the matter."

As much as she hoped the boy was wrong in his uncle's lack of concern for his nephew's wellbeing, she couldn't deny the proof when her letter received a reply.

"Dear Ms. Ur,

Your letter regarding my nephew has come to my attention and as much as the loss of my dear sister pains me, I do not have the time nor energy to board young Gray. I already have a daughter that I have been forced to raise on my own and I struggle to make time for her with my busy schedule. I wish him luck on finding a new family to love and care for him, but I, unfortunitly, am not the right fit for him. I am sure he will need plenty of love and attention while healing from such a tragic loss, which is something I just cannot offer him. Give him my best.

Sincerely Yours,

Jude Heartfilia.

Gray didn't seem surprised by the letter Ur had received, he read it silently, and handed it back without a word. If he was scared about having no place to go, he refused to show it, but the darkness that was anger and a thirst for revenge had ahold of the child's very soul. The heartless Jude Heartfilia was correct about one thing, Gray did need love and attention while he healed his shattered heart and picked up the pieces to his life. Someone had to open their door to him and offer him a safe haven of warmth and understanding, he was already within her care, so it was with her that he should remain. She would teach him in the ways of ice maker magic, so that when it was time for him to go off on his own, he would be able to take care of himself. Their training would begin, he would learn beside her other pupil, Lyon, and maybe he would begin to feel less lonely.

Ur taught the two boys the basics, watched them grow and devolop into promising young mages, but with the darkness still holding Gray, the good times were forced to come to an end. The boy had snapped one day, the pain of loss still too fresh for him to cope with Ur taking a more disciplinarian and parental role. "You're not my mom, Ur, my mom is dead. I don't have to listen to you all the time." She had grown to love Gray as a son, she only wanted what was best for him, wanted to keep him safe, but he refused to understand. "I know you want revenge, Gray, but you are not ready to face a creature like Deliora. You need to stay here and just let those dark thoughts go, we are not going after that demon." She locked eyes with the boy, but he stared back in defiance, unmoved by her firm and authoritative voice. "We don't have to go anywhere, Ur, I can handle Deliora on my own." He stormed out of her cozy home and out into the cold, that he no longer felt, and yelled back to his concerned teacher and close friend. "I don't need your help! I don't need anybody at all!" Ur had to try and stop him, so she called out in desperation . "Gray, come back inside, we can talk about this!"

Her words didn't stop him, they couldn't even slow him down, and it was then that it dawned on her. She promised herself she would help him heal, he couldn't move on until the darkness was forced to let go of him, and it was her job to free him from its grasp. She gathered up a few things and went after her pupil, in hopes of saving him from himself. Meanwhile, Gray had tried to face the beast that murdered his parents but he was still too weak, too afraid. Ur had been right, he couldn't do this, but it was too late to turn back now. Just when he thought it was all over, his teacher appeared, she stood in front of him, arms out stretched. "Gray, I will end this nightmare for you now and free you from the darkness." Ur fought valiantly, she lost limbs, only to replace them with icy replicas, and when all seemed lost she smiled at Gray. She casted the iced shell magic circle and Gray could only watch in awe and horror, as his teacher became the ice that encased his past demon. Lyon left Gray, angry at him for his foolish decision to face Deliora, and the two of them parted ways.

Gray wondered the towns of Fiore, desperate to find a place to belong, the anger within him no longer present. Guilt and shame had replaced that feeling, weighted down by the loss of Ur, and his part in the cause. He entered Magnolia, in search of a guild often spoken about, Fairy Tail, it was there that he would hone the skills Ur had taught him. The least he could do was become a strong and capable mage, make her proud, and work his way up the ranks. The town of Magnolia was rather large, but the guild, with its proud emblem, stood out and above the other buildings that surrounded him. Gray stood before the doors, the flags of the guild hall, waved in the breeze, he stared at the door for a moment, before he shoved them open. A small older gentleman, sat upon the counter near the back of the room, it was he that offered him welcome. Over many years, Gray became a well known member of Fairy Tail, and during that time, he had begun to see the other members as family. The past helped the boy to become determined and strong, but it was the guild that made him who he was.

(A.N: I know that most people prefer the ships Gruvia and Jerza, but I really want the main four characters in this stoy. Four characters are enough for a story, if I added a third Demi-God and Mage characters, I feel like character devolpment and even the plot could suffer. Leave a review, constructive criticism is welcomed, but I don't really need to hear what ships you prefer. Unless you just feel like telling me that you are enjoying the story, even though you aren't the biggest fan of the ships.)