It was freezing in the woods at this time of the year. You knew that, everyone in the company knew that. Every single one of you had extra blankets in the packs you had to haul on this journey. Most of the company had already set up their sleeping spots because it was late and the area Thorin had picked for us to stay tonight was huge. You, on the other hand, spent your time trailing Thorin as he wondered around the camp. He did this every night that the company set up their beds. Or you spent your time messing around with Fili and Kili. But, about the sleeping issue… Everyone had enough room to spread out but no one did… it was absolutely freezing and having a group of a baker's dozen people around you would feel better.
You were the only female in the group. You had the opportunity to join because Thorin and your mother, Orna, were very close. They were raised together, his father was the Prince, and her father was the main armor and weapon maker.
Thorin was always around as a friend to your father and mother. But when you turned 102, your father died in battle. Thorin cared for you in place of your deceased father after that… and now, as of the last 5 years, in place of your deceased mother.
Thorin was more than just a care taker to you. He was what you aspired to be, amazing. He had taken you in because you were too young to live alone.

Bilbo was cooking dinner with Bofur and Bomber, and you walked up to them sticking your head between the shoulders of Bifur and Bomber, "Hello, Mr. Bofur, Mr. Bomber, Mr. Bilbo." you said, your hair bouncing turned to say hello to each dwarf.
"Hello, Miss. Y/N." Bilbo said, you ran a hand through his hair causing him to half smile and reached up to fix his curly locks.
"Evening, lass," Bofur said picking up the spoon in the soup and blowing it so it's not as hot, "Try this."
He pushed the wooden spoon into your mouth and looked at you for a reaction. You smiled and patted his arm, "It's lovely. Bomber's done a wonderful job."
Bofur smirked and elbowed you, "I hope you know I do help."
Bomber looked up from the stew and nodded at you ruffling up your bangs, "Thank you, lass." Then he yelled, "Supper!"
The moment that the word echoed through the trees the company turned in one movement and they walked to the pot of soup, hungry from today's journey.
You were as well. You watched Bofur pour out bowls and hand them away.
Thorin was suddenly directly behind you, "Y/N, would you mind going to give Fili and Kili their supper?"
"I always do, Mr. Thorin." You grinned, looking up at him. You noticed the look in his eyes… it was the same look he gave you the entire month after your mother had died. You heart twisted.
He placed a heavy hand on your shoulder, shaking you, bent down and whispered, "You're doing well," Thorin pressed his forehead to yours, and "We are here for you."
He was only saying this because it was the anniversary of your mother's death. He patted your shoulder hard and then ruffled your hair. You felt heat begin to rise behind your eyes and you knew that if you didn't walk away now you'd begin to cry.
You smiled at Thorin and tugged on his coat then turned away. To watch Bofur make three bowls for you.
"Yes, sir, Mr. Thorin… I know." You nodded not looking at him and Bofur handed you the bowls to carry to the lads watching the ponies.
Bofur smirked at you and said, "Aye, lass, keep an eye on those boys. I mean, Fili sure keeps an eye on you."
You looked at Bofur, stunned, then at Thorin. His eyes full of curiosity and irritation.
Thorin turned his head quickly to look in the direction you were in, "Fili, does what?"
Bofur began to whistle as of nothing had been said. You did the same and quickly began marching away with the food.

They were quite a ways away… Usually the ponies were closer but Thorin picks the spots and this is what he wanted.
When you reached the boys, Fili and Kili were throwing rocks at an oak tree. They didn't notice you due to how loud they were talking.
"Fili," Kili said, "How much longer are you going to wait?"
"Until I feel like she won't run away." Fili tossed a rock harder than the other ones this time… he was frustrated.
"I really don't think she will," Kili paused, "I think she likes you…"
"Y/N, is really amazing, Kili… I'm going to wait until I feel like it would turn out bad."
You walked back a few feet, amazed that someone as perfect as Fili was head over heels for you. You took a deep breath and began to sing, as if to signal that you were just arriving there.
You belted some words to an old lullaby and stopped when you saw their smiling faces.
"Supper, boys." You said handing the ones in your hands to Fili and Kili. You took the one that was wedged between your arm and chest.
They thanked you and sat down to eat. You sat with them… they were the closest to your age and were practically raised with them. Fili was only a few years older, Kili was your age.
"Miss. Y/N," Fili looked up at you, "We've found a waterfall just past the oak tree toward the cliff. It's amazing, and I bet it'd be nice for a bath."
Kili laughed with his mouth full, "Miss. Y/N is hardly in need of a bath compared to the two of us! Even when we fight she stays better looking than us!"
You laughed and Fili tossed a rock at his brother's head, "I wasn't telling her she needed one!"
You piped up, "But I do need one, even if it is cold out. If it's all the same to you guys… When we are done eating can we go see it?"
"We'd love to, lass, but we're watchin-" Fili began.
Kili interrupted him, "I'll stay, Fili. You go with Miss. Y/N… I can call Ori over to keep me awake."
Fili looked at Kili like he was half angry half thankful then said, "Okay..."
Soon you were done eating and Kili tossed his emptied bowl at you, "Think fast!"
You grunted looking up at the flying bowl. You were tempted to let it fly by you, but no.
You swung your leg up and kicked it back to him. He laughed and tossed it again this time you caught it and held it. You had to take it back to the company anyway.
Fili took them from you and said, "Let's go to the waterfall."
Suddenly you felt your heart race quicken and you nodded and said, "Alright."
Fili was maybe five steps ahead of you when the two of you passed the oak tree that he spoke of earlier. You lost your footing once or twice on the loose rocks but stayed within touching radius with Fili. You could hear the water slashing from where you were. You could see the falls and multiple ways to get to it. You, of course, chose the one with a high jump down into the water.
"Here we are, Miss. Y/N." Fili said turning around to you but you weren't there, "Y/N? Miss. Y/N!"
You stripped your clothes, leaving on the fabrics that covered the more important things, and balled them up, throwing them at Fili.
They landed next to him and he jumped a bit, "Miss. Y/N? Why didn't you follow me?"
"This seemed like more fun!" You yelled and hopped down a tall rock and landed into the deepest part of the cold, clear water.
Your head burst from the water and you looked at Fili with hopeful eyes, "Come on!"
He was already stripped to the cloth and he blushed spectacularly. He looked more enticing then anyone you could imagine at this moment.
He walked himself into the water and met you where you were now standing. He stood close to you, standing taller than you. You looked at his deep gray eyes and then down at his lips that were draped over with golden braids.
You dipped under the water again shaking out your hair and feeling all the pent up dirt fall from it. Fili was doing the same; you could see him next to you under the water with his eyes shut tight and his mouth full of air. You may as well have just sighed under water. But you popped up and tilted your head at the adorable sight.
He came up out of the water and looked at you. He raised an eye brow, "Why are you looking at me?"
"What you were doing was… cute, Mr. Fili." You answered, feeling the blood rush to your cheeks.
He splashed you, "But that was much cuter."
You continued splashing each other. You were squealing and laughing and Fili was falling down and laughing at you. You were about to try and splash him again but you realized how close the two of you were.
You reached a hand out to touch him and touched his hand, "What now, Mr. Fili?"
"Anything you'd like, Miss. Y/N." Fili reached for your shoulder, touching your neck lightly and brought his hands up to run through your hair. His eyes dancing over your every feature as your heart began to race.
He looked into your eyes and said, "Miss. Y/N, I've been thinking…"
"About?"
"Me… and you," he paused, "I really think you're amazing, beautiful, and the most perfect woman I have ever met."
"Mr. Fili… I don't know what to say." You said
"What do you think of us-"
You cut him off by pressing your lips to his. He wrapped his arms around you and hugged you tight.
You suddenly felt your body heating up, getting hotter and hotter… You gripped your hands into Fili's hair and moaned out into the kiss.
Fili suddenly let your lips go and bent down, kissing your neck. You gasped and ran your hands through his hair tugging it a bit when he bit down. You pulled his face back to yours and kissed him roughly.
He slowly started to drag you out to the water that went barely up the knees. He ran his hands down to your chest and lightly caressed your breasts. You breathed out a moan into his mouth and you felt him smile. He gripped them tighter.
You let your fingers out of his hair and ran them down his body to the cloth covering him. He shivered as your fingers lightly touched the skin above the cloth.
This was all new you and to him. He had never had the tough of a woman, nor you the touch of a man.
Fili then let your lips go again. He kissed down your neck, your chest, and stomach. He was on his knees now. You looked down at him as he gently ran his hands over the cloth that covered your lower parts.
You breathing hitched as he pulled them off of you. You looked at him as he lifted one of your legs up so it hung on his hip. You felt your heart beat quicken as he ran a warm hand over your folds. He used two of his fingers to spread you and he leaned forward, kissing you.
You moaned as he licked up your opening. Then began sucking and flicking his tongue on your clit. You gripped his hair tight and he growled, sending vibrations through you. He moved one hand up onto the back of your thigh to steady you. His other hand moved between your legs and he sunk one finger into you.
"Fili..." You moaned and licked your lips.
He hummed, satisfied with what he was doing to you. He moved his finger in and out of you. You moaned, moving your hips to feel more of it.
Suddenly, he sunk in a second finger. You groaned, loudly, and he moved his fingers again. Scissoring in and out preparing you for what was yet to come.
"I can't wait to see you come undone, Miss. Y/N," Fili moaned into your ear, "I've wanted you like this for… a very long time."
You felt his push his fingers into you and you gasped, "Mahal, Fili, let me…"
You reached for his cock, which was pushed against the fabric he had on. You took it in your hand and was surprised at the girth of it. You pumped him and you felt his fingers falter inside you. He took his fingers out of you making you squirm at the emptiness.
Continuing with his length you gripped it a bit tighter and waited for a reaction from him. He jerked and put his warm hands on your waist, eyeing your lips and chest. He bent down to kiss you, biting your lip, causing you to groan.
The pair of you continued, trying to build up the courage to move on to the next step. Fili finally was lining himself up with you, when suddenly he jerked his head up, looking out into the dark woods.
"What is it?" You panted wishing he would just go on with it and trying to catch your breath. Then you heard it, it was faint, but sure as fire was there.
Thorin wasn't yelling at Dwalin yet, but he was speaking very loudly, "When did you notice that Fili and the lass were gone?"
They were walking in the woods, getting closer and closer to where you and Fili were. You pushed Fili away from you, splashing out of the water to grab your clothes and throw them on. Fili was doing the same.
When Thorin and Dwalin finally found the two of you, he was explaining to you something about how to hold your axe and have more power behind each swing.
"Ahh…" Dwalin smirked, "See? They're fine."
Thorin had a stern face on; he scanned the area for what even he didn't know. He sighed and looked down. You hoped he was done thinking anything happened, but then next to Dwalin's feet you noticed the bottoms to your under clothes. You gulped.
Dwalin saw your eyes and followed where they were looking. Once he saw them he doubled over laughing. Thorin looked at him in surprise and then he too noticed the piece of your clothing.
Thorin was awestruck, mouth open to yell but nothing was coming out.
Dwalin simply laughed out, "Good job, lad!"