(Re-written version, to those who have read this before! Sorry for the wait)

Hello! This is my story called "The Fairy Tail Orphanage". Of course, this story is an AU, which means no magic. Also, some characters may or may not be OOC so I'll say, "Sorry!" beforehand.

Disclaimer: If I owned FT, you'd all hate me. :D

Begin reading…now!

The Fairy Tail Orphanage

The Beginning

.

Do Fairies have tails?

Do Fairies even exist in the first place?

Like them, this place is an eternal mystery,

A never-ending adventure!

.

"Makarov-san!"

"Master!"

"Gramps!"

"Read us a story please!" all the children exclaimed. Makarov gave them a grin as he grabbed a blue book from his shelf.

You see, old man Makarov was the third owner of Fairy Tail Orphanage. Stray children after children came to Fairy Tail at one point in time, looking for a place to live. Makarov gave them the chance to live, but as a part of the Orphanage-a new family. As far as traditions go, the young children made sure that Makarov read them a bedtime story every night.

Ever since then, Makarov read tales about magical places called Guilds in the Kingdom of Fiore hundreds of years back, when it was still filled with magic, as well as the mysterious powers known as magic itself. The old man made sure that everyone felt loved and special inside, like how a good parent should.

"Good morning, everyone!" Makarov greeted as he entered the mess hall.

The children smiled, "Good morning!~"

"You should try these pancakes Mira-nee and Elf-niichan made, Makarov-san!" a little white-haired Lisanna piped up, "They're really yummy!"

"Yes, please try them, Master!" Mirajane told him. Elfman nodded in agreement. The three siblings-Mirajane Strauss, Elfman Strauss and Lisanna Strauss-came to Fairy Tail, stating that their parents had died in a carriage accident not too long ago.

"Hey, Mira…" said Makarov as he began to chew on a pancake, which was indeed delicious, "You don't have to call me Master. I'm not really that worthy of that status."

Mira smiled, "But you're the Master of this place, aren't you? And I don't want to call you Owner."

"Well, alright…"

Suddenly, there was the sound of breaking glass.

"HEY! Why'd you do that, Gray?" Natsu yelled angrily.

"I didn't do it! You dropped your plate, not me, you clumsy brat!" Gray replied.

The two boys started a fight, much to everyone's dismay. Although, this was practically normal for them.

According to the 'Master', Natsu Dragneel was Fairy Tail's big problem child, always causing commotion. It all started one night when a mysterious man left a pink-haired baby on the Orphanage's doorstep with nothing but a blanket and a scaly scarf. The older man presumed that the man was Natsu's father, and that the young boy had been abandoned.

On the other hand, Gray Fullbuster came in torn, ragged clothing, dragging his injured self down the street before he found the Orphanage. He confessed that his parents were both killed in a fire, which explained all his bruises and burns all over his body.

"HEY, YOU IDIOTS!" Gajeel bellowed, "We're tryin' to eat over here!"

"Whatever, I'm only stopping 'cuz I'm hungry…"

"Okay already…"

Gajeel Redfox was brought to Fairy Tail by another mysterious man, like Natsu. The mysterious fathers haven't returned since.

"Gray…your clothes are gone again." Cana told the currently naked boy.

"Damn it!" he cursed.

Cana reminded Gray so much of the time about his clothes that it became a habit for her. Cana Alberona had come to the orphanage on her mother's behalf. In her deceased mother's will, she was to go to Fairy Tail, the place she was in now. She hopes to come across her father one day, as which was also stated in her mother's will.

Across the room sat the trio of Levy, Jet, and Droy. Levy was reading a novel, as usual. Meanwhile, Jet and Droy were fawning over the said girl … as usual.

"Look, Droy…she reads so quickly and smoothly," Jet says in admiration, "And she doesn't miss a word…"

"Yeah…she's always so pretty when she's focused…" Droy responded in a dreamy tone.

Levy McGarden was originally childhood friends with Jet and Droy before she came to Fairy Tail Orphanage. When all three had lost their parents at around the same time, they all went to the Orphanage together.

A tall and lean Evergreen came up to the Master. "Master, the bills need to be paid soon for the rent of the building."

"Oh right…" Makarov muttered, fumbling into his wallet. He placed a check on the table.

Fried nodded, grabbing the check. "I'll get it to the Council as fast as I can." He left the room.

Bixlow stuck out his tongue. "Yo, Master, do you want some coffee or somethin'?"

Said man shook his head. "No thanks, Bixlow. Maybe later."

Fried Justine, Bixlow and Evergreen were hired to work in Fairy Tail a very long time from when Makarov's grandson, Laxus, was still just a kid. Of course, the trio was treated like family as well.

Last but not least, three girls sat beside each other, all eating their respective meals.

"This pancake is so good!" a young blonde girl named Lucy exclaimed, "Can you believe that Elfman made this, Erza?"

Her friend nodded enthusiastically, "I…it's just so tasty, Lucy…~" she took another heart-filled bite of her strawberry pancake.

The third girl, Juvia, was happily eating her pancake while staring at her not-so-secret-crush, Gray Fullbuster.

Lucy Heartfilia was once the heir to the wealthy Heartfilia business. That is, until her parents both died. First her mother from an unknown sickness, and then her father from overworking himself.

Erza Scarlet was once…a slave. She was rescued and brought to Fairy Tail by Rob, a former worker in the Orphanage.

Juvia Loxar originally came from the Kingdom of Bosco, sent away by her parents, who despised her.

Time passed by peacefully. Everyone continued to live on as a family. But at the same time, some of the children dreamed of a different life, one with real parents who loved them. Nonetheless, everyone had a safe and enjoyable place to live in as they grew older by each year.

However, Makarov was growing older as well.

Three years later, a very frail and old Makarov lay on his bed in the nearby hospital. He had cords releasing fluids into his veins, keeping him alive for the moment. Just then, the door to the small white room opened, revealing more than a dozen people he recognized immediately. They filed in, closed the door, and gathered around the old man.

Fried spoke, "Master…what the doctors said…is it true?"

"Do you really have…"Evergreen struggled, "…Leukemia?"

After a few moments, Makarov nodded. Even the slightly grown children knew what leukemia was…and what it could do to people. Makarov had already once explained to the children a while back. In a flash, the Master started wheezing and coughing. Erza and Mirajane rubbed his back while Bixlow brought him a glass of water. Juvia brought a warm towel as well. The orphans visited him every day.

They would do anything to help their Master get better.

Still in the hospital months later…Makarov made sure everyone from the orphanage was there in his room beside him. He knew that it was time. To everyone's surprise, he ripped all the medical cords off his body. As much as he wanted to sit up, the leukemia stopped him.

"What are you doing, Master!" Mira cried, "Those cords…"

"I don't need them anymore, Mira…" he said quietly, "Today is my last day…"

"What the heck are you talking about, Gramps?" Gray exclaimed, "You're not gonna die today! You can't!"

"Gray…everyone…I've already lost my ability to move…and soon…I'll probably lose my ability to speak," Makarov told them, "I'm a useless man. I've taught you all well…you must…" then he started to cough.

"Master!" a bunch yelled out.

The old man wheezed and panted, "Y-You must…live and…discover who you are…"

"GRAMPS!" Natsu yelled, "DID YOU MAKE US ALL COME HERE JUST…TO SEE YOU DIE? YOU CAN'T DO THIS TO US! YOU CAN'T-!"

Erza grabbed his ear and pulled him, "Natsu…Makarov-san's mind is set…if he says he's dying…then we just have to accept that…" she lowered her head as she released the pink-haired boy, who just slumped to the ground in defeat.

"Makarov-san…" Levy whispered, "Don't…leave us…please…"

"Master…if you die, then what's gonna happen to Fairy Tail?" Bixlow asked.

"You'll have to choose someone to replace me…" Makarov replied. The orphans looked wearily at each other.

"But we don't want a new Master!" Lucy says, "We like you!"

"I'm sorry, children…but there is no time left," Makarov stated sadly, "There are things you must know…magic…the powers in those stories I always read…it exists in your heart. It is the stronger than any physical strength…"

Everyone in the room nodded in response. Some of them were already starting to tear up.

"And never forget three important things…one…don't forget that…no one can take your magic away…by any circumstance…two…remember…to stay together with the friends…you love…finally…" he paused, catching his breath. Everyone patiently waited for his final words.

"Finally…never, ever forget…that all of you…are a part of one family…even if you decide to walk a new path away from this Orphanage…please…never forget the people you loved…the family…that is called…Fairy…Tail…!"

Through his last breaths, Makarov stuck his hand up and pointed with his middle finger to the ceiling, or more so, the sky. He took one last look at the sad faces around him.

'My children…thank you. You made my life truly complete. Live on with pride as a happy family…'

With that, Makarov closed his eyes and died peacefully in his white hospital bed.

Everything changed after Makarov's death. Days after his funeral, the orphans tried to live their normal lives- Mira cooked meals, although they didn't taste as good as before. Levy and Lucy tried taking turns reading stories, but they just couldn't read it out with the same expressions Master had. Even Natsu and Gray stopped fighting during mealtimes. Nothing was the same without Master Makarov.

He was gone.

A/N: Done. I felt bad that I had to make Makarov die, but it's a key point in the story. Anyways...to the people who've already read this story previously, everything may be mostly the same in this chapter, but I promise, the other chapters will have a different plot than the original.

Bye! And review please!

~Miyuki