A/N: A little one-shot that arose after watching, crying over, and mourning the BOFA trailer.

Music Inspiration:

Breaking of the Fellowship

Edge of Night


He sat staring blankly at the wall, absently appreciating the light fall breeze that swirled about him.

His mind, though, was far from his current perch.

'One day I'll remember'

Indeed, he remembered it. Every day since then he'd remembered it.

All of it.

A dragon.

Barrel rides.

Spiders.

'The good, the bad. Those who survived.'

"And those who did not." He murmured softly, towards the wall, his fingers drumming lightly against the cool marble bench.

Sixty years and the pain was still fresh, the memories crisp in his mind's eye. It didn't help that he'd sat in this very spot, sixty years ago, contemplating the events of his adventures with dwarves and trolls and wargs and orcs and a dragon. The grief had been unbearable then.

Aule, it still hurt now.

'Will you follow me one last time?'

The voice was still so clear in his mind, as though the words had been spoken only moments ago, as though the voice those words belonged to were here, alive and well.

Bilbo Baggins did not like where his thoughts were straying and hastily blinked, trying to forget the low, gravelly voice of the most impertinent, stubborn, proud creature he'd ever met.

Best to think of something else.

Something more pleasant. After all, his adventures had not been wholly disagreeable. There were bright spots.

'You must be Mr. Boggins!'

Bilbo flinched and shook his head.

It appeared that pleasanter thoughts were proving more painful.

He needed to forget them, forget their smiles, their laughter, their naivety.

But he could not. He could not forget the friendship they'd forged, or the experiences they'd encountered together.

The trolls.

Wargs.

Stone Giants.

Even Imladris had proved an interesting experience for them.

And while, initially, Bilbo had not endeared himself to the good graces of the future king of Erebor, the others were quicker to accept his place in the company.

The youngest two especially.

And, he eventually proved his worth (through great hazard, mind you) and won over Thorin Oakenshield's trust.

Bilbo started at the thought, realizing that for the first time in sixty years, he'd allowed himself to acknowledge the dwarf's name.

Sixty years it had taken him.

"He said I might find ye here."

Bilbo physically started, eyes going wide as he turned his attention away from the wall and towards the figure standing in the archway.

Though his hair had turned silver, there was no mistaking who stood before him.

"Bilbo Baggins, at last we meet again," Gloin's voice was tired, haggard, but there was still the mirth lurking beneath the surface.

The dwarf smiled widely towards Bilbo and strode towards the bench, where the hobbit sat.

Bilbo didn't know how to react to this sudden appearance.

The hobbit cleared his throat a few times and willed a half-hearted smile on his face.

"Master Gloin." He bowed his head briefly, "I had not expected to see you here."

"Aye, indeed ye did not!" Gloin's voice had risen in volume and merriment, "Though I have yer rascal of a nephew to thank for tellin' me ye were here in the first place! Says ye've been stayin' here a few months now? Writing was it?"

Bilbo balked at Gloin's questioning gaze, knowing that the dwarf still harbored ill feelings towards the elves (despite Thranduil's assistance during the war.)

"I have," He muttered softly, catching Gloin's disapproving eye, "Though I did mean to go back you know."

Bilbo's face turned rueful.

"Wander the paths of the Mirkwood. Visit Laketown." His smile waned, "See the Lonely Mountain again."

Gloin's face sobered at the hobbit's words and he gave a kind smile towards Bilbo, "Aye, you have been most welcome Master Burglar."

Bilbo flinched at the title, as a memory sprang to life.

The last time he'd been called that…

Gloin must have sensed the thoughts sliding through Bilbo's mind for his expression changed to one of pity.

"Ah lad," he began, placing a soft hand on the aging hobbit's shoulders, "He never held it against you, there at the end. It was the sickness that twisted his thoughts, ye know that right?"

Bilbo nodded, but doubt still plagued him. Even after all this time.

Even after…

Bilbo cleared his throat. "Yes, well, it was a long time ago and the truth is," Bilbo sighed a little, "I don't think I can…I betrayed him. I did steal the…"

The words wouldn't come out and Bilbo squinted in frustration towards the ground as Gloin sighed.

"It wasn't a good time lad. Ye did the best ye could." The dwarf squeezed Bilbo's shoulder affectionately, "The company understood that. Thorin understood that too. We grieved for him, just as you did."

Bilbo snorted somewhat derisively.

"Ah to grieve," he murmured softly, "I had to return to the Shire to grieve alone. I'm a hobbit after all. I don't belong in the mountains."

"You'd have been welcome to stay," Gloin was adamant in his reply, catching the hobbit's eye with his stern gaze, "You were as close to kin as any one of the company members."

Bilbo cleared his throat again awkwardly, brows furrowing.

"No, I wasn't." He finally remarked, "I couldn't stay. I—I didn't belong there. I had…I stole the arkenstone." The word felt like lead against his tongue, and his stomach coiled in knots at the realization that he'd stolen the king's jewel and given it to the elves.

"I betrayed the trust of the dwarven people, betrayed their king. I couldn't have stayed. It would have caused more harm than anything else."

'I didn't deserve to stay,' he thought resignedly.

Gloin expelled a lungful of air and shook his head.

"What load of rubbish," The dwarf snapped, "Yer wallowing in guilt. And here I thought you were the smart one in the company."

Bilbo narrowed his eyes at the glaring dwarf who had reached into his coat and produced a long, mahogany pipe.

"I'd say that Thorin had his fair share of mistake makin' on that blasted journey, lad. What happened wasn't your fault. Sometimes fate cannot be ignored."

The dwarf snorted.

"Perhaps if you hadn't come on the journey to begin with, the whole mess could've been avoided, eh? If you'd not come, you'd never have stolen the arkenstone."

Bilbo's mouth opened and then shut quickly as he peered at the dwarf, trying to understand.

He suspected he was being baited.

Gloing's laughter, a moment later, confirmed that suspicion.

"Easy Master Baggins, I meant no offense." He winked at the flustered hobbit and Bilbo suddenly felt sixty years younger as he glowered at Gloing (much as he had done on that fateful adventure).

It was remarkable how easily dwarves could fluster Bilbo Baggins, even in his eleventy-one years.

Gloin continued to chuckle as placed the pipe to his lips.

"Aye, I figure if ye hadn't come on that adventure none of that mess would have happened."

The dwarf winked at the hobbit.

"'Course the company wouldn't have made it very far without our burglar. I seem to remember that incident with the trolls. Someone mentioned to the great, stupid brutes that we dwarves were infected with parasites? Worms in our tubes, was it? Stalled right until sunrise, savin' the lot of us."

Bilbo rolled his eyes and straightened his coat.

"Yes, well if hadn't stopped in The Shire in the first place you probably wouldn't have run into those trolls."

"Aye, but that's no guarantee, is it? And what about those wargs we encountered, eh? And Azog?"

Bilbo flinched again, the mentioning of Azog sending shivers down his spine, even now.

"It was lucky."

"No, lad, Thorin was lucky," Gloin retorted, "If you hadn't been there? Who's to say he would have made it to the mountain in the first place? And of course there's the spiders and Thranduil's dungeons too. We got out there all on our own didn't we?"

Bilbo shook his head and sniffed.

"I seem to remember several dwarves snipping at me because of that uncomfortably, cramped barrel ride."

At that Gloin let out a long, low laugh.

"Oh aye, that's not one ride I'm willing to take again, though I was grateful to get out of that ratty dungeon…still strange to see that elf prince here." Gloin's thoughts drifted as he smiled softly, "Called my son a goblin mutant. Gimli wasn't too keen on meeting the elf today in the council."

The dwarf cleared his throat again.

"Ah, yes, where was I? Oh! We cann't forget the dragon either now can we?"

Bilbo cringed at the memory of Smaug. He'd never been so terrified.

"I set a town on fire with my…shenanigans in the mountain," Bilbo muttered, "I'm sure the men of Laketown were not sad to see me go."

The hobbit huffed.

"Is there a point to these remarks? I have a fairly good memory of what happened on our adventures, you know."

Gloin nodded, smile still in place as he drew on his pipe.

"I have no doubt ya do, lad. But I think you forget your significance in the company because things ended badly. You can't have prevented what happened in that war, lad. No one could have."

Gloin sobered, the smile slipping from his face as he pulled his pipe down.

"War's a nasty thing, Bilbo Baggins. It doesn't respect persons or ranks or titles. It's brutal, and ugly and unforgiving. Nothing is sacred in war. Nothing is safe. But you're not to blame for their death. If you hadn't taken the arkenstone, I reckon more of us would have perished."

Bilbo could feel his heart pounding in his chest as he shook his head, trying to push the memories aside.

"No," his voice was hoarse, "You don't understand. It wasn't just the arkenstone. It was…I could have done more. I was so—so close to them."

The images of battle came back in vibrant flashes.

Kili standing atop the small hill, arrow notched in his bow, aimed towards an advancing orc.

Fili standing just down of his brother, closer to Thorin, protecting the king's flank.

And then he could see the spear that'd rocketed towards the young archer, knocking the dwarf forward as it connected with his shoulder.

An arrow sailed and collided with the young dwarf's chest.

His bow had slipped.

His brother had cried out in alarm as he darted towards Kili, sword drawn to defend his brother as several orcs converged around them.

Bilbo had tried to get to them.

He remembered crying out for them as he lost sight of their forms.

And then, the gut-wrenching howl of anguish the escaped Thorin Oakenshield's lips as he leapt towards his kin, sword cutting a path to his nephews.

Bilbo had tried to scramble towards them, but he was pushed back by elves and men, and orcs, pressing in on all sides.

He'd caught sight of Fili, kneeling next to his brother, as Thorin defended the two of them.

But Kili was not moving. He was unnaturally still.

Fili's face was pale, his eyes wide as he released his brother's hand, a strangled cry falling from his own lips as he rose to his feet, sword raised to defend Thorin and his brother.

That is when Azog made his appearance.

Spotting Thorin in the fray of battle, the pale orc cut a swift path through his companions and charged the king of Erebor, swiftly knocking the dwarf off his feet in surprise.

But Fili was there, his own sword raised in defense of his uncle. The young dwarf charged Azog, pushing the orc back from Thorin, as the king struggled to his feet.

Surprised by this turn of events, Azog stumbled a few times, trying to catch his own footing as Fili forced the pale orc further down the small embankment and away from his brother and uncle.

Grief, however, proved too much for the young heir of Durin.

And Bilbo had watched, helpless as the young dwarf was taken down in the midst of his enraged battle against the pale orc.

He fell, almost gracefully to the ground, his sword slipping from his fingers, clattering against the stone.

Bilbo swallowed the bile that was rising in his throat as he shook his head, forcing himself back to the present.

"I could helped. I was there. I saw them. I saw Azog and I couldn't…I couldn't there in time. I couldn't help them."

The hobbit blinked a few times to clear his eyes.

"Of all the things I failed to do, I couldn't keep my promise to Thorin at the very end. Will you follow me one last time? That was what he asked. And I couldn't do it."

He tried, though. Oh Aule, how he tried.

He'd pushed through the arms and brought his sword up to defend himself against wayward orcs. Even hidden beneath the ring's power, he couldn't push through the throngs.

And he watched, from afar, as Thorin fought against Azog one final time. Their blows were matched, their hits equal. Thorin was knocked off his feet a few times. As was Azog.

Bilbo saw how the dwarf struggled with his sword, how blood coated his armor and shirt.

But he would not relent.

Not until he'd defeated Azog.

But Bilbo did not see that part. He'd been knocked unconscious.

He didn't find out until later that the king had won against the pale orc.

But at a very high price.

"Lad,"

Bilbo started and turned towards the dwarf who was smiling kindly towards him.

"You've carried a heavy burden Bilbo Baggins, this grief. But don't, don't carry the weight of the dead any longer. It is not for us to know our paths until we are faced with them. Nor will we know our end until it is upon us. You cannot wallow in misery for things you cannot change. Nor things you had no control over."

Gloin turned his gaze towards the wall that Bilbo had been staring at before the dwarf arrived.

"The way I figure it, lad, is that many that live deserve death. Some that die deserve life, but that's not for use to decide. All we have to decide is what to do with the time that's given to us. I don't think that the lads or Thorin would want you carryin' this burden any longer."

Then Gloin smiled, and Bilbo could see the soft misting of tears in the old dwarf's eyes.

"First and foremost, Master Baggins, you were their friend. And even after the thrall of gold sickness wore off Thorin recognized that. Fili and Kili's deaths were not in vain. Nor was Thorin's. He fought for his people, for his home. And he won. And at the end of all things, he still considered you a friend, too. You were meant to be there, to help him. And that is an encouraging thought. And though sometimes we don't want to know the end of our adventures—for how can they be good when faced with war—we must remember, Bilbo Baggins, that it's always a passing thing, this shadow of death and grief. Even darkness must pass."

The dwarf's hand returned to Bilbo's shoulder as the two waxed into a soft silence, both staring at the wall, intricately carved with vines and leaves.

They remembered their companions. This time, though, it wasn't as painful for Bilbo.

And, the hobbit smiled softly with the realization, that even had he known how things would end, had he known that death awaited those dear to him and that the world would never be the same he still would have followed after that company of dwarves on an adventure one last time.