The fluffy white flakes fell in a slow ramble around the blonde as she stared up at the bottomless sky above her. Every other moment, a cloud of hazy breath slowly curled from her mouth to cast her features in a glowing fog, lit by the dim light of the aging streetlight behind her. Big brick buildings advertising 'Huge Sales!' and 'Lowest Prices of the Season!' surrounded her on every side. Up to her ankles in snow, she stood on an island of white, the footprints of the passerby's either hastily circling around or cutting across the wide street in an almost unconscious avoidance. Like magnets facing the same polar ends, the hidden pain these people try to bury deep in their hearts pushed them away from the same crushing despair they could feel slowly seeping from her eyes.

But she herself, lost in the repetition of the falling snow, was numb to everything around her.

All of a sudden, a small rustling sound from behind- caused her to cringe involuntarily, breaking her concentration on the sky. She looked around in confusion, trying to find the source of the noise. None of the other passerby's seemed to react whatsoever, making her conclude that perhaps she had imagined it. Shaking her head, she shoved her frozen fingers into her pockets before turning to walk back towards downtown. She had wasted enough time trying to avoid the inevitable.

Before she could even take a step, the rustling came again from the mouth of the alley behind her. Curious now, she carefully approached the shadows lurking just beyond the light of the streetlamp behind her. It took a second for her eyes to adjust to the darkness, but when they did, she spotted a large cardboard box, soggy from the snow and slowly breaking apart. The top was open, allowing the snow to gently drift in and pile up both inside and around it. Even so, it seemed like there were some streaks of color within. Wary of rats, she slowly knelt down next to the box to peer inside.

Before she could get a good look, the box shook again, causing her to stumble back onto her bottom in the slush. Just then, two little blue ears peaked above the rim of the box. Seconds later, a tiny nose followed curiously behind it, sniffing the air as if it had caught her scent. Its little black eyes sparkled as its whiskers twitched in seeming joy at discovering something other than its moldy box.

Shocked but more than relieved it hadn't been any sort of vermin, the girl ignored her aching bottom and slowly started crawling back towards the strangely cerulean little kitten. The snow soaking through her jeans with every move, she tried not to shiver or make any sudden movements in case she accidentally scared the little thing. It didn't really seem to care, though, as it mewled happily at her. Rather than being frightened by her sudden presence like perhaps she thought, it seemed more anxious to meet her than anything.

Now in range, she carefully lowered herself into a sitting position next to the sagging cardboard. Tentatively, she reached up her hand to gently rub the kitten behind the ears. Once more, she was surprised by how soft and warm the fur was; there was no way this kitten had been out in the freezing night long enough for the box to get in such a disheveled state. Someone must have just found the box already there and placed the cat inside in the hopes that the trash collectors would find it and give it a proper home.

The little blue furball purred and closed its eyes in contentment at the girl's gentle petting. She laughed softly as it nuzzled her hand. Reaching up with her other hand, she scratched under its tiny chin, smiling in her own joy as its purring increased.

She was just about to reach around its little bottom to lift it out of its unfortunate home when the kitten suddenly froze. Freezing herself in response, the girl held her breath, praying she hadn't done something wrong. Her eyes locked onto the cat, she worriedly watched as its face scrunched up in an almost pained expression.

She quickly withdrew her hands, hugging them to her chest as if they were infectious. She'd rather cut off her own hands than hurt the innocent little creature.

Lost in her own thoughts, she almost screamed when the little cat let out a little burst of air and knocked itself back into its box. Her hands fluttered forward in a confused attempt to catch it while her mind reeled in surprise. It had just been a sneeze! A little baffled, she burst into laughter at both herself and the kitten.

Once she could control her chuckles, she peaked over the rim of the box to make sure the kitten was alright. But what she saw was not at all what she was expecting. There, underneath the flailing blue kitten was another five little cats all curled up into a big colorful ball of twitching whiskers and sleepy eyes. All of the kittens were in varying states of sleep, a few deep into the twitchy full-on dream sleep while a couple were still trying to fight off their heavy eyelids.

That seemed to change a bit for a black kitten and a white one that were the unfortunate landing pads for the blue adventurer. Both were grumping with outraged mewls, attempting to push the bluenette away from them. The girl giggled as the blue one just sat on the white one's face, looking back up at her with a carefree meow.

Carefully, the girl reached in to move the kittens into a more comfortable position for the two underneath. She paused, though, as she touched the white one. Its fur was wet and cold, and it was shivering slightly. Reaching her hand all the way around its tiny body, she slowly untangled it from the pile to bring it up close to her chest. She could feel it trembling all the way through her heavy winter jacket. Alarmed, she unzipped her coat slightly to tuck it close to her heart in an attempt to warm it back up. She almost gasped at how cold the poor thing felt against her skin. This kitten was close to freezing.

Looking more closely at the other cats, she noticed how thin and slow they were. Most of them were shaking in some way, making them seem like perhaps they were full of energy when in reality, they were slowly freezing to death.

The girl suddenly wasn't so sure some of them were sleeping.

The tender moment suddenly seemed a lot more urgent. Placing the cat back in the box, she quickly stood up and glanced around the alley. She wasn't really quite sure what she was going to do yet, but she knew she couldn't leave those helpless creatures to die. Spotting a trash bin about halfway down, she ran over and opened the lid. A foul smell smacked her in the face, and she almost gagged. If she found something dead in there, she was going to have nightmares for weeks. Even so, she started picking through the trash in search of a carrying container for the cats.

Five minutes later, the girl was up to her elbows in wrappers and rotten food with no end in sight. No one had thrown away a container even relatively close to the right size, and unless she wanted to shove six cats into a granola box, she was out of luck. Huffing in frustration, she shook off the muck and returned to the kittens. She'd just have to pray that the soggy cardboard would hold up long enough to make it home.

Before setting off, she closed the lid to, if anything, keep the blue one inside. Carefully, she picked up the box, trying not to jostle it too much and upset its contents. She wasn't sure exactly how best to hold it but figured the drier parts would hold up the best. Unfortunately, that didn't include the bottom; it was ready to give out at any moment.

She set off at a brisk pace, her eyes bright and determined. Rather than avoiding her, now, the passersby's tried their best to get out of her way before she ran them over. It took her little less than ten minutes to make it out of the busy, downtown area and into the more sparsely populated neighborhoods. She had to make it to the edge of the residential district to where the townhouses turned into larger mansions, and she would be home.

The box only lasted about half that time.

By the time she had made it to the edge of town, the bottom of the box was sagging so badly, it looked like it was ready to birth a whole other one. She tried holding it together with her arms as best she could, but she knew it was no use; there was no way it would make it the half mile left home, let alone the next block.

In desperation, she stopped at the steps to a large brick building and set it down. Taking off her coat, she laid it out flat on the concrete, then picked up the box, placed it on top of her jacket, and wrapped it up like a present. Though she was only in a light sweater, she ignored the cold in favor of keeping the kittens safe and, hopefully, maybe even warm.

A couple blocks later, her frozen fingers and shivering body made her regret her decision. As if to spite her, the icy wind had picked up to whip around her, sending her long hair into her eyes and making her eyes water before freezing them onto her face. She had never had a lot of fat on her, but it seemed even the little bit she did have wasn't going to keep her anywhere near warm enough. At that point, she would've paid to be four hundred pounds if it had made her any bit warmer.

Still, she knew why she was doing what she was, and she wasn't going to leave her job half-assed. It still would've been nice if she could've done it at a relatively safe body temperature, though.

Just as she thought she'd have to look for prosthetic fingers to replace the ones she thought must have surely fallen off by that point, she tripped over something in her path and almost launched the box halfway across the street. Luckily, her hands were so frozen into their position, she was able to get away with only a slight sliding around in her grip.

Once she was sure her precious cargo was safe, she glanced back, unsure of exactly what she had tripped on. There, on the ground was a tiny old man, rubbing his head where the girl had hit him. She had just bowled him over like the big oaf she was and sent him sprawling onto the sidewalk. Gasping in shock, she carefully set the box to the side before quickly crouching down next to him to assess the damage.

"Sir, are you okay?" she asked as she cautiously reached out to pull him up.

Waving off her attempts to help, he just smiled widely. "I'm fine, just fine. An old man like me has taken hits much harder than that!"

The girl still frowned worriedly. "I'm extremely sorry. I can pay for any medical bills you might have or if you need any help, I can-"

His laugh cut her off. "There's nothing you need to worry about, child. I am perfectly fine," he smiled once again with a twinkle in his eyes. "But what about you? I noticed you had something awfully special in that box of yours."

Nervously, she nodded and sighed, holding her arms around herself as a violent shiver wracked her body. She had no clue how she would be able to make it all the way home in the cold. Her clumsiness was just another sign that hypothermia was setting in. She wasn't quite sure she was ready to sacrifice a large chunk of her health to rescue some kittens she wasn't even certain would make it through the night let alone be allowed to stay at her house long enough to get better.

The man patted her shoulder in comfort. "For now, would you maybe like to come inside and warm up?" he gestured to a large, castle-like stone building behind him with a faded sign out front that she couldn't quite read. It was late, but the windows still glowed with soft, welcoming light. From the way it flickered, she could guess that perhaps there was a fire going somewhere inside. Her frozen muscles craved the warmth and comfort of such a luxury, something she was rarely allowed in her own cold and empty home.

Even so, part of her knew if her father found out, she would be in a world of trouble. He didn't want her even looking at strangers, let alone going into strange places with them. There were always too many questions if they got too close of a look.

But, she also knew how much trouble she was already in. She hadn't told anyone she was going out, and her father had surely noticed her absence by now as she had been gone for hours. It was already extremely past her curfew. So what were a few more minutes to ensure she kept all her fingers and toes?

"Sure," she smiled lightly back at him, trying to keep her teeth from clacking together. As she quickly scooped up the box, the old man led their way up the path and to the door. Holding it open for her, he waited as she tentatively stepped inside the dark entrance.

Immediately, she was greeted by a blast of warm air and the scent of cooking food. If she had to take a guess, she would figure there were pies in the oven somewhere deep in the building. Taking a deep inhale of the heavenly scent, she smiled as she looked around the entryway as the old man reached to the side and flicked on the hall light.

She had been right about it looking like a castle. The large entrance hall was made of smooth, polished stone that shone and glittered in the low light. At the end of the hall was a large stone staircase leading up to equally giant wooden doors before curving up and outward to the second floor. Off to every side, more proportional doors led off in each direction to numerous different hallways.

Even with all the open space, the atmosphere remained bright and welcoming. Red banners with a strange black symbol hung off the walls while flowers and delicate potted plants dotted the entryways. High above, an intricate and elegant chandelier cast bright pools of light onto the stones below.

"Wow..." she breathed, eyes wide in wonder.

He puffed up his chest, extremely proud of his home. "Thank you, child," he grinned up at her. "But now, let's get you in to Mirajane for some much needed warming up!"

Leading the way, the old man sauntered off down the hall to the staircase. The girl trotted after him, still swiveling her head back and forth to take it all in. She was slightly intimidated by such grandness. Even though she herself lived in what some would call a lavish mansion, she would never describe it with such positive words.

They didn't slow down when they reached the staircase but instead, breezed their way straight up to the large wooden doors. With one hand, the man pushed open the left door wide enough to let her through. Together, they stepped through into another large room. This time, though, it seemed to be a dining hall of some sort. Wooden tables and chairs filled the majority of the floor space while a long bar counter took up the far wall. To the left, a low burning fire flickered back and forth gently in the hulking fireplace. Between this and the bar, a simple wooden staircase ascended up to a shadowy third floor.

"Hmm... I wonder where she went," the man mumbled to himself as he led her over to a table closest to the fire. Grabbing one of the chairs there, he scooted it up right next to the flames and gestured for her to sit down. She did so carefully, placing the box gently on her lap.

He patted her back and smiled, "I'll just go and find her to whip up something for ya. Be right back!" With that, he strolled off to the bar with his hands in his pocket, whistling a low tune.

As soon as he disappeared through a door behind the counter, she turned her gaze to the box in front of her. As softly as she could, she lowered it to the floor and undid her makeshift wrapping. The inside of her coat was damp and most likely reaked of rotting cardboard, but she would worry about that later. Undoing the lid flaps, she took a peak inside and let out a breath of relief at seeing all the kittens comfortably curled up into little balls. From what she could see, none of them seemed to be shivering any longer and were now truly sleeping. The jacket must have held the heat in much better than the thin walls of the box.

Even so, she wanted to make sure they remained on the path to recovery. First, scooting the box as close as she could to the flames without setting it on fire, she laid her coat, outside up, next to it. Carefully, she reached into the box to pull each of the kittens out, one at a time, to lay them on the coat. Most of them just opened their eyes for a second, grumbled out their protest and fell back asleep, but the little blue one was too intrigued by its new surroundings to go to sleep again. Luckily, she had thought ahead and taken it out last so she wouldn't have to go chasing after it every five seconds. As it was, she was having a hard time keeping it on the jacket while she bundled the material around the sleepers.

After a few minutes of wrestling with both the coat and the cat, she sighed in satisfaction at the little nest she had created. Now that she had finished that, she scooped up the blue troublemaker into her arms and returned to her chair, content to finally relax as best she could in a strange person's house in the middle of the night. Placing the kitten on her lap, she smiled as it tried to climb up her sweater to get closer to her. She slumped down slightly to allow it to make its way up her stomach and to her chest where it sat its tiny bottom down to stare at her. Laughing at its curiosity, she lifted her hand up to rub between its ears. It purred in satisfaction and curled up with a happy sigh to fall asleep like its box mates. She couldn't help the soft, maternal smile that stretched across her face as she continued her ministrations.

Just then, a small cough to her right made her practically jump out of her chair, grabbing the kitten protectively as she whipped her head toward the source, her eyes wide in shock. Standing a few feet away, the old man stood with an understanding crinkle to his eyes. Next to him, a tall, slender woman with long white hair half-up in a ponytail on top of her head and an elegant, floor-length, magenta dress smiled with tender concern. Exuding warmth and welcome, she immediately put the blonde girl back at ease.

"So sorry to scare you, but we figured perhaps you would like to eat something now that you've warmed up?" the man spoke to the girl before gesturing to the woman on his left. "This is Mirajane Strauss. She's in charge of serving food here."

The girl nodded tentatively at Mirajane as she slowly settled back into her chair, attempting to soothe the frightened cat on her chest. She had spooked it rather badly when she had moved so quickly. Stroking it from head to tail, she hoped it would forgive her momentary disruption. It just meowed at her a couple times before jumping off her chest to her lap then onto the floor to return to the bundle of cats. Almost purposefully stepping on the others, it wormed its way into the middle, burying its face deep into the center while plopping its large rump in the face of the obviously unlucky black cat.

"What a little handful, huh?" Mirajane giggled lightly as she smiled at the girl. The blonde nodded certainly this time, laughing along with her. The remaining tension in the girls body seemed to melt away at their shared humor, allowing her to relax and face the woman fully for the first time.

"Well, there you have it," the old man harumphed happily, planting his hands deep into his pockets once more. "So, miss...uh...hmm...I don't think I got your name," he reached up to rub the back of his head sheepishly.

The girl looked down uncertainly for a moment before taking a deep breath and raising her head with a tight smile. "I'm Lucy."

Both Mirajane and the man nodded, returning her smile. "And I am Makarov Dreyar. It is a pleasure to meet you," he gave a little bow before turning to Mirajane. "Mira, will you go get Miss Lucy some of that delicious soup we had for dinner?"

"Oh no, thank you," she quickly objected, holding her hands up to stop them. "I'm perfectly fine, really. There's no need!"

Mirajane waved off her protests, already halfway back to the bar. "It's no problem! We always have plenty of extra with all the big appetites in the house," she smiled and winked before disappearing behind the door.

Lucy deflated in defeat. She knew she wouldn't be able to eat any of it, but she would at least pretend in order to not offend her gracious hosts.

The scraping of wood across the floor broke her out of her thoughts. Makarov was pulling one of the chairs up beside her. She started to get up to help him, but he waved her off. Instead, she scooted her own chair over to make room in front of the fire.

Once he had settled into his chair, Makarov pulled a pipe out of his orange sleeve, lighting it up with a lighter from his other sleeve. With a huff, he sat back with a satisfied look on his face.

They both settled into a comfortable silence, only broken by Makarov's occasional quiet humming. It took a little bit, but soon, the repetitive flickering of the flames coupled with the tuneless music beside her lulled Lucy into a state of complete relaxation. Her eyelids were starting to feel heavier and heavier as the heat slowly chased the chill from her bones. She hadn't felt this content in the longest time...

This time, she could hear Mirajane's gentle footsteps coming back. "I brought some potato soup and some bread along with some hot chocolate in case you're thirsty," Mirajane explained as she set the tray on Lucy's lap. She then grabbed a small table and pulled it up next to the blonde before grabbing her own chair and placing it across the table.

"So, Lucy, where do you live?" Mirajane smiled brightly as she clasped her hands together and propped up her head on them.

"Um, not far from here," she replied warily, grabbing onto the mug of hot chocolate and raising it to her lips to take a small drink. It was truly a heavenly taste with just the right amount of chocolate and just the right amount of cream. Maybe she could get away with finishing the cup off instead of the soup...

"You must live up in the heights then in one of those big mansions," Mirajane continued still smiling, unperturbed by Lucy's tight lips. "How lovely. We don't get to meet a lot of our neighbors being so far out in the country like this."

"Yeah... We just moved here," she mumbled, still not meeting Mira's eye.

"Oh? Then welcome!" she smiled even brighter. Lucy wasn't so sure this woman knew any other expression other than smiling. It didn't seem like she had ever frowned in her life. "You'll be going to the academy then, right?"

Lucy nodded, finishing her drink before setting the cup down on the table. Grabbing the bread next, she started fiddling with it, tearing it into tiny pieces but not eating any of it.

"That's great! All of the kids here attend the academy. When I was your age, I did too. It's really a wonderful school!" she gushed fondly, seeming to lose herself in happy memories.

Her comments finally grabbed Lucy's attention. She looked over at the woman, wondering exactly what sort of place this was. "Kids? Do a lot of kids live here?"

Mirajane glanced at Makarov who just huffed at her before returning her smile to Lucy. "Sorry! I thought you would've seen the sign out front. This is an orphanage. Makarov is the headmaster, and I'm his assistant."

Lucy's eyes grew wide in surprise. She would've never guessed this place was a home for children. The only thing that would've clued her off was the size, but even that didn't seem too strange . Sure, she probably should've tried to figure out what kind of place she was wandering into, but she had been too concerned with her own condition and the cats' health to think about that.

"Oh...I had no clue..." Lucy whispered, suddenly feeling uncomfortable. The bread in her hands had long been reduced to crumbs, but she continued to play with it, moving the bits around in her fingers and rolling them into tiny balls.

Laughing, Mira crossed her arms on the table in front of her. "There's no need to feel uncomfortable. We're all really content here-all like one big family. I really doubt you could find a happier place in town, actually."

For some reason, Lucy couldn't help but believe her. Everything she had seen so far only added to the conclusion that this was a very vibrant and loving place. Even in the dead of night, the energy from its occupants seemed to hang in the air, swirling around like laughter on the breeze, just beyond hearing but sensed by the heart.

Breaking into the first genuine smile since meeting the two, Lucy turned to Mirajane. "I believe it," she spoke softly but sincerely.

Lucy didn't know how, but Mirajane's smile got even brighter as she let out a squeal. "I was right! You are really pretty when you smile!" she giggled into her hand as Lucy blushed a bright red, ducking to hide her face under her hair. "I really hope you come visit us a lot!"

"Don't tease her too much, Mira," Makarov finally spoke up from his spot next to the blonde, blowing a circle of smoke from his pipe. "You might just scare her away."

Mira acted offended, holding a hand to her chest in mock hurt. "Me scare her away? Never! That would be Laxus or Gajeel," she winked, laughing once again. "They're the big baddies of the house but really they're softies at heart."

Slightly unsure, Lucy nodded anyways, letting herself smile slightly, just happy to feel wanted. She really doubted she'd ever be allowed back, let alone out of her house ever again after tonight. Even if she was, she doubted they'd be able to stop themselves from questioning her or digging into her life. And then she'd have to move again.

These people were just being good Samaritans anyways; they most likely did this all the time. This was an orphanage for heavens sakes! People probably went through here like broken toys, in one end, fixed up, and tossed to someone else. There was no way they would see anything special enough about her to even remember her name.

Even so, she wanted to pay back these nice people somehow. For the first time since she had come to this town, she had been shown kindness, been treated like a human rather than a wandering ghost on the street or a suspicious teen delinquent in the stores.

Suddenly, a plan came to her-something that would benefit both her and them if they chose to accept it.

Taking a deep breath, she looked up at the woman across from her. "Um, Mirajane?" she turned to the man beside her. "Makarov? I have a qu-request to make," she spoke with determination, tucking her hair behind her ear to lock eyes with the two people sitting with her.

Makarov's eyebrows lifted slightly in surprise. "Yes?" The smile on Mira's face seemed to melt into a serious expression as the atmosphere became more solemn.

It took her a second to release the words from the lump in her throat, but after a big breath, she let the words slowly slip out. "Will you keep the kittens for me?" she asked calmly, not breaking eye contact with Makarov.

His eyebrows shot straight up into his hair, practically flying off his face with shock. But as soon as he got over the initial shock, he started chuckling, slipping his pipe back into his sleeve to wipe a tear from his eye. Mirajane's laughter joined in with his seconds later, her high, clear soprano blending pleasantly with his low, gruff bass.

Unsure why they were laughing, Lucy cast her eyes downward, blushing in embarrassment. Apparently it had been a silly request. Maybe they had some rule that everyone knew about involving pets and orphanages. How was she supposed to know?

When Makarov placed a gentle hand on her arm, she looked back up into his gentle eyes. "We apologize for laughing, but we thought perhaps it was a more serious request," he spoke up before she could get too upset. "We would love to take these cats if that's what you truly want. But I think we were both under the impression that you were going to keep them?" his tone turned the last part to a question.

"I... found them on the street in the cold," she explained, staring at the fire. "I just wanted to save them, but I didn't think very far ahead. There's... no way I can take them home."

Makarov settled back into his chair once more, his smile a little sad. "That is truly unfortunate," he glanced at Mira who nodded and grabbed Lucy's abandoned tray before heading back to the kitchen. "But yes, we would gladly be the kittens' new home if you would allow us."

Lucy smiled another genuine smile at the fire before lifting her eyes to meet the old man's. An understanding passed between the two as they locked eyes, affirming Lucy's feelings that this was a man she could trust, if not exactly with everything, but with these fragile beings' lives.

At that moment, Mirajane returned with a large, plush pet bed and two bowls filled with water and food, respectively. Setting it next to the kittens, she slowly and carefully transferred each kitten from the impromptu nest Lucy had made onto the real pillows. Lucy just watched with a tiny smile, knowing from how lovingly she was handling them that they were going into a great home.

As soon as they were all transferred, Lucy picked up her damp, fur-covered coat and put it on, not even flinching as the musty smell hit her nose. She would need her coat to make it home, and there was really no use in complaining about it.

Turning to Makarov who had stood up as well, she nodded before smiling slightly. "Thank you so much for all your hospitality, but I really do have to get home."

Mirajane got up from the floor, brushing off the stray hairs caught on her dress, before pulling the blonde in for a hug. Lucy immediately stiffened up but allowed the woman to embrace her.

After a few seconds, she pulled back to give Lucy a large smile. "I'm really glad we were able to meet, and I hope you come back soon. Even if it's just to visit the cats," she winked before returning to the floor to tend to the kittens.

"I'll walk you out," Makarov offered, starting to make his way toward the door. Lucy nodded, following just behind him.

They both settled into a slow amble as they made their way back through the entrance hall and to the front door. There, Makarov turned to her and locked eyes. "You are always welcome here, Lucy, whenever you need it. Just remember that," he crossed his arms and grinned broadly at her before grabbing the handle and pulling the door open.

"I will," she nodded to him before ducking around the door and back onto the street. Tucking her hands into her pockets, she nuzzled into her coat, trying to hide from the piercing wind.

As she reached the sidewalk, she glanced back one more time. Now that she looked more closely, she could make out the lettering on the sign.

It read, "Fairy Tail."