A/N: This is my first fanfiction on this site, so I really hope you enjoy this first chapter. Please review and tell me what you think. As a general disclaimer, I do not own any of The Hobbit characters or places below.

Loyalty, honor, a willing heart. I can ask no more than that."

Well, maybe he could have asked for a half-decent burglar.

Thorin Oakenshield and his company were on a quest to reclaim the mighty kingdom of Erebor from Smaug the Terrible, a firedrake from the North. He had destroyed the city of Dale in a rush of fire and had demolished and overtaken Erebor for its mountains of treasured gold. The entire kingdom wandered the Wild for an age, finding work where they could. After Thror, Thorin's grandfather, and King Under the Mountain, was killed by Azog the Defiler at the Battle of Khazad-Dum, and Thrain, Thorin's father, disappeared into the Wild, driven mad by grief, leaving Thorin as King Under the Mountain. Well, future king.

Thorin's brother, Frerin, had traveled with him for years, sometimes going off on his own for a while, but always returning back to share in his travels with his older brother. He had died a few decades ago, killed at the Battle of Moria. The line of Durin finally came down to Thorin, his sister, Dis, and eventually her two sons, his nephews. They were the last to rightfully reclaim their home.

Smaug's continuous reign of terror, as well as the unwelcome villages, drove them West, to the Blue Mountains. They managed to put together some semblance of a life, though it wasn't the same compared to their former glory. They were, as Balin so kindly put it, "miners, blacksmiths, tinkers, and toymakers." Hardly the stuff of legend. Not anymore…

But it had been sixty, long years since the dragon emerged from the mountain, and Thorin had started to yearn greatly for the spacious halls, the golden splendor, heaps of riches, the Arkenstone…He had started to plan, to calculate the risk, what a journey of this size would entail, and who he could trust to bring along. With the surprising help from a wandering wizard, he finally managed to form a company of his friends and his kin, the only ones he could trust:

Balin and Dwalin, brothers who had followed him since the days of Khazad-Dum; Oin, a fine medical healer, though a bit hard of hearing, and his brother Gloin, whose strong distaste for elves nearly matched his own hatred; Dori, Nori, and Ori, a strange little fellow with a slingshot as a weapon, but trustworthy nonetheless; Bifur, whose unfortunate axe incident left him speaking only in ancient Khuzdul, but leaving him a stronger fighter, his cousin Bofur, a steady optimist, Bofur's brother, Bombur, an extremely fat but able bodied dwarf who was constantly hungry; and lastly, Fili and Kili, his nephews. They were the youngest of the company, Fili being only sixty-two with only a small mustache to his name, and Kili, at fifty-seven, had barely grown in to his stubble. But they were his best fighters, and his kin, Durin's heirs. They deserved to be there when they looked upon the halls of their forefathers. The hobbit, not so much.

Thorin had asked Gandalf to find the 14th member of the company, 13 being unlucky and all that. He had expected him to find a fighter, a brave warrior, a skilled thief, someone they could consider an asset on their quest. And he chose…a hobbit from the Shire.

Mahal have mercy on his soul.

The hobbit, Bilbo, was clearly not "adventure material", though Gandalf vouched for him upright. And he had surprised all of them, even Thorin, when he had caught up with them on foot about a mile past The Green Dragon Inn, contract signed. And Thorin had decided to let him come along.

Now, pulling himself out of a rough smelly troll sack., he highly regretted that decision. They hadn't been traveling for two weeks and the miserable burden had already nearly gotten them killed, or rather, eaten alive by three, enormous and hungry mountain trolls. If it hadn't been for Gandalf, and the coming of sunrise, their quest would have been ended before it ever began.

Thorin shook his wild mane and walked away from the rest of the group, who were busy redressing and untying each other from the spit the trolls, now turned to stone, had been using to slow roast them. He turned and noticed Gandalf had followed him over to where he stood.

"Where did you go?" Thorin asked hotly, a little embarrassed that they hadn't lasted six hours without the wizard before nearly getting eaten alive.

Gandalf had ridden off in a huff around midday when Thorin called for camp. He had tried to convince Thorin to move on and make for The Hidden Pass, but, foolishly, Thorin had refused. He would not seek aid from those who had betrayed his grandfather, his father, his sister and brother, and especially, him. So, Gandalf had taken off on his horse, returning in time to save them all.

"To look ahead," the wizard replied vaguely, a small smirk upon his wrinkled face that just screamed I told you so.

"And what brought you back?"

"Looking behind," Gandalf stated. "And in the nick of time, I might add."

"No thanks to your burglar," Thorin glared darkly.

Gandalf turned and faced Thorin, looking him directly in the eyes, a flash of exasperated annoyance clearly visible on the aged wizard's face.

"He had the sense to pray for time," he scolded.

There was a brief awkward pause.

"None of the rest of you thought of that."

Thorin humbled just a bit at this truth. Bilbo had tried to stall the trolls, coming up with an outrageous story of parasites. Infuriating as it was to have been called infested, only Thorin had caught onto the hobbit's plan, and with a swift kick to his nephew, one by one, they all figured out what he was doing and, when it came down to it, it had kept them alive until dawn.

Even so, Thorin stood fast in his opinion that Baggins was a waste of space and a useless asset on this quest. He was going to point this out to Gandalf, but he had moved his attention to the stone trolls.

"They must have come down from the Ettenmoors," he was muttering aloud.

"Since when do mountain trolls venture this far south?" Thorin caught up.

The company was starting to get anxious to move on, and Thorin could see Balin eyeing him with concern. But Thorin had learned long ago never rush a wizard when he's thinking. Things were uncomfortable enough as it was.

"Oh, not for and age…" Gandalf answered slowly. "Not since a darker power ruled these lands…" he trailed off, lost in thoughts dark and grim.

After a few tense seconds, he moved on, desperate to leave as quickly as they could.

"They could not have moved in daylight," he said aloud, looking at the surrounding woods.

"There must be a cave nearby."

It didn't take long to find the hoard; the smell itself was actually visible through the air, making them retch as they moved closer. After a hasty search of the cave, the dwarves walked away with many newly acquired weapons. Gandalf and Thorin both had fine, elvish made blades, Kili had picked up a stunning bow and a quiver of arrows, Fili had new daggers and throwing stars, and even Bilbo had found a tiny blade.

All of a sudden, a loud crash echoed through the woods, and another, and another. It sounded like something very big was heading towards them…and fast.

"Something's coming!" Thorin yelled, unsheathing his new sword.

Everyone jumped into action; swords were drawn, axes raised, daggers pulled, arrows knocked, all aiming at the underbrush…waiting. The crashing got louder and louder and louder and then….

Eight tan rabbits burst through pulling a small wooden sled, upon which sat the strangest man Thorin ever laid eyes upon. He was short, with long grey hair similar to Gandalf's, though his was cut and ratty. He was clothed in an assortment of brown, tan, dark green and mossy rags and cloths, smeared with stains of every imaginable kind. Was that a…bird chirping from his hat?

The new stranger looked panic and was yelling unintelligibly, something about murder. They stood in stunned silence, unsure what to make of this forest dweller when Gandalf sighed in relief.

"Radagast!"

Never will I understand the minds of wizards. Thorin thought wryly. The two wizards had only spoken together for a few minutes when a low, bloodthirsty howl had ripped through the air and they found themselves being hunted by a pack of Orcs and Wargs. Kili had managed to kill a scout but the pack wasn't far behind. The brown-clad wizard had offered to draw them away on his rabbit-sled, and Gandalf had agreed, telling them to run. The ruse had worked only for a minute, but now the pack was closing in. Gandalf shouted to follow him, but that only seemed to put them in even more peril.

They were all exposed in the open field, with nowhere to run, and Kili only had so many arrows. They company was slowly being cornered to an outcrop of rocks, the vile creatures leering at them as they drew closer.

"Over here!" Gandalf called.

Thorin whirled around and saw that Gandalf stood behind a boulder a little ways in the field. He ran towards him, calling the others. When he got over to where the grey wizard stood, he saw that there was a large opening in the ground, leading to some sort of passage below the surface. Dori, Nori, and Ori dove past him, followed soon by Oin, Gloin, Dwalin, Balin, Bilbo, Bofur, Bombur, Bifur, Fili, and Kili. Thorin slid in after his nephews, and Gandalf followed.

They waited and listened to the harsh growls and snarls above them. Then, a loud horn sounded, followed by galloping hooves. It thunderous noise circled above them, mixed with the screeches of Orcs and the twang of bows.

At long last, the noises faded away and they were left in silence. It hung there for a minute, and no one dared to speak. Finally, they relaxed, when it became apparent that the Orcs had gone and were not about to attack from above. Dwalin was the first to move. He headed further back into the opening, when actually turned into a tunnel.

"I can't see where the pathway leads!" Dwalin called back. "Do we follow it or no?"

"Follow it of course!" Bofur yelled, heading down after him, the rest of the company following suit.

"Gandalf…" Thorin grumbled, a suspicion of where this pathway lead to forming in his mind.

Gandalf turned and gave Thorin a stern, knowing look.

"If you have anther plan to decipher the map than I will be more than glad to hear it. But until then, I suggest we seek aid from those who can actually help us now."

Gandalf turned as walked after the others, and after a brief pause, Thorin swore and made haste after his friends.

The path twisted and turned, getting wider and then narrower, and still they followed it. Finally, they came out onto a ledge. Below them, an enormous waterfall rushed past, creating a misty, serene glow. The company stood in awe at the scene. Across the gap was a large, glorious city. It was made out of white stone, with green tendrils climbing over the walls and towers, which where trimmed in red and gold.

"The city of Imladris." Gandalf explained. "Though the commonfolk seem to know it by another name."

Rivendell.