A/N: I am taking the plunge, and writing a modern AU! I have been so delighted by the prospect of one-and then I was in a very boring meeting, and plotted out the whole thing! Due to a busy schedule, posting may be a bit slow, but I will do my best...and the fact that I have all the details ironed out should certainly help. Here is the first chapter, preceded by a bunch of notes that you are welcome to skip.

-Disclaimer: obviously, this is a tribute (a very, very fond one) to Tolkien. It's not meant to disrespect or replace the wonder of his world and works. I may toy with canon—not in the essentials, but in how it all ends up. However, I want the plotline—and characters, and themes, and motivations—to be recognizable.

-Geography. Pretty much the idea is that this is in our world-and because I'm from the US, I suppose it also is. However, the beautiful accents of our beloved characters remain, of course, so there is some ambiguity as to where this takes place. Think of a modernized Middle Earth, with cities and highways and industry, but without the strict demarcations of one country's states and towns. The important part is that Middle Earth geography is somewhat reflected-so Bilbo is in the West and Erebor in the East.

-Bilbo and the ring. I won't spoil how I plan to have THAT plot point come about, but I am choosing to attend more to book canon in that Bilbo does not show such obsessive tendencies. If I choose to go canon with the ending, they'll be enough sadness to go around...I don't need Bilbo falling under the lure of something evil and addictive, too.

-Romance. Well, I've said it before and I'll say it again-this is NOT, nor will it ever be, slash. It is not implied or meant to be inferred, at all, ever. However, I do fancy a bit of romance, so there may be some OC's. If there are, I swear upon my beloved copy of LoTR that they will not be Mary-Sues, nor will they change the plot in any significant fashion. According to Jackson canon, too, Tauriel will be included and I disclose now that there will be Kiliel. It should also be noted that none of this romance will be graphic or overly suggestive. That's not how I roll. This fic is T for violence, and angst, and whatever mild swearing I see fit to include.

-I realize that this is not the first modern AU, and as such I'm sure there may be details which are slightly similar to other authors' modern interpretations of this work. Copying is NOT my intent, and I have worked hard to make sure that this my own flourish on Tolkien's work as much as possible. If there is a perceived problem, let me know.

-Also, Kili is a DJ. You have the Irish show The Clinic, in which Aidan Turner starred, to thank for that. And check it out on Youtube!

-Reviews make me SO happy. But at any rate, I hope you enjoy this!

"It began long ago in a land far away to the east, the like of which you will not find in the world today."

i.

The air was thick with heat, and memory.

The day was warm for April, and the cramped interior of the carpenter's shop, crowded with half-finished chairs and tables, desks and armoires, was chokingly hot. Sawdust floated in the air like snowflakes, and settled on the tangled dark hair of the carpenter.

He fitted the corner brace almost seamlessly together, marked the place with the flat of his hammer, and struck.

Twenty-seven years.

The brace solid, he stamped it. T and D, interlocking initials. A humble signature, hidden on lowly bits of wood. His mark on the world—his world, or any other's—had grown so very small.

Twenty-seven years. To the day, in fact. It was no remarkable anniversary—only another year in a long train of years, each more bitter than the one before.

And so it was that spring no longer brought him any joy. Spring brought customers, a phone ringing off the hook—the whole world suddenly frantic to try a hand at interior decorating. His was honest work, and it paid not only for his own spare accommodations but for those to whom he owed support—and he loathed it. Honest work it might be, but it was labor that could never fulfill his loss.

He hammered and measured and cut with unusual vengeance, swearing under his breath when splinters found their way around the callouses of his roughened hands.

He didn't hear the car outside, or the (admittedly quiet) footsteps on the walk, or the creak of the opening door. Indeed, the visitor had to repeat his greeting twice before the carpenter looked up.

His eyes—hard and bright and icy blue—narrowed when he saw who had disturbed his work. To an unsuspecting outsider, the man at the door would not be particularly notable. He was an eccentric fellow, certainly, in a battered gray coat that reached to his ankles, a meticulous silver ascot beneath an unkempt white beard, and an ancient gray fedora.

But if that unsuspecting outsider looked closer, he would see that the gaze beneath the disreputable hat was keen and bright. And as for the carpenter, he needed no such scrutiny. He knew the man at the door.

"Gandalf," he said, setting down his hammer, and brushing the sawdust from his muscled forearms.

"Thorin," returned the old man, with a hint of a smile. "It has been a long, long time."

"Indeed," Thorin answered, folding his arms. "It has been a long time since I have seen any of my grandfather's old friends. You have made yourself scarce."

Gandalf sighed. "I was not party to his madness, Thorin. I have gone my own way, in my own time, to see what could be done about the dreadful business. The last time we spoke, I asked you to be patient—"

"Patient?" Thorin interrupted, his eyes kindling. "Twenty-seven years is a long time to ask a man to be patient. Odd, that you should choose to come today, of all days. Or that you should come at all. You've been quite content leaving my family in exile. My nephews are grown, now, and have known nothing but hardship. They don't remember the old days. They know only bedtime stories and the false hopes of bitter old men." He scoffed, and picked up his hammer again. "Don't speak to me of patience."

Gandalf muttered an elaborate curse under his breath and set his hat down deliberately on the workbench, reveal a tousled mass of white hair. "You've always been obstinate, Thorin, for reasons just and unjust. I have not been idle any more than you have. And I have most certainly not turned my back on your family, whatever you may think!" He shook his head, and reaching into his coat, drew out an elaborately carved pipe.

"Not in here," Thorin admonished, though with a softened expression. "Last thing I need is another fire." He put a hand on Gandalf's arm, drawing him towards the door. "If you want to calm your nerves after the onslaught of my outburst, come outside."

Gandalf hid a smile and followed him, looking rather satisfied.

Once outside, Thorin lit a cigarette and handed him the lighter. "I won't apologize for my sharpness," he said at last. "But I will listen to whatever it is you seem to want so badly to say."

Gandalf puffed at his pipe for a few moments, seeming to choose his words. Finally, he spoke quietly. "Thorin, your grandfather is dead."

The cigarette faltered in Thorin's fingers.

Gandalf made to put a hand on his shoulder, then seemed to think better of it. "I am sorry," he said heavily. "It is…there are no words of true comfort to offer, save the offer that I bring."

Thorin turned to look at him. His face was carefully expressionless. "Offer?"

"I do not need to repeat the history," Gandalf replied, in a low voice. "Suffice it to say that your grandfather, despite accepting…the usurper of your family's good name to monopolize his estate and profits, despite blaming you and your father for—"

Thorin's voice was tight. "As you said, there is no need to repeat the history."

Gandalf nodded. "All the same, I must now add to it. Your grandfather was not wholly mad. In his last days, he repented of his harshness. He—I have good reason to believe that he wrote and signed another will, which, if found, would restore you and your family to all their former rights…" He paused. Thorin's face was very pale.

"You must be misinformed," he argued, struggling to keep his voice steady. "That monster would never permit my grandfather to undo what he had done. Even if he wrote such a will, it has been destroyed."

Gandalf shook his head. "No, Thorin. He concealed it in the Arkenstone."

There was a pause. Gandalf continued. "Yes. The Arkenstone, his most secret vault. I don't think you've ever seen it, and nor have I. Your grandfather hid it jealously, even in his kinder days. I have been long away, as you have reminded me. But I believe I can say with certainty that the monster, however trusted, has never seen the Arkenstone. And while I cannot ask you to forgive your grandfather, I hope that you will allow yourself a little more hope."

Thorin crushed the mangled cigarette beneath his heel and lit another, setting it to his lips with hands that he willed not to shake. "Who told you all of this?"

Gandalf seemed unwilling to answer, blowing larger and larger smoke rings with his pipe.

"Well?" Thorin demanded.

"Your father," said Gandalf, and his eyes were bright with sadness.

Thorin set his teeth against his lip. "My father?" he asked, and he could no longer keep his voice even and calm. "You saw my father?"

"Yes," Gandalf said. "But it is a story better left to another time." He saw that Thorin was about to interject, to force his question, and held up a hand. "Trust me, as you once did. For now, it is enough that I give you the map your father gave me, and the key that once only your grandfather had seen." He handed Thorin a padded envelope and mopped his brow. The sun was strong overhead.

Thorin stared at him for a long moment. "What does this mean?"

"It means," said Gandalf, "that it is time. To reclaim your legal rights to your family enterprise and estate at Lonely Mountain. It is time to take back Erebor."

ii.

"Two burgers, one with onions and provolone, one with just tomato? Right? Good. That'll be about…fifteen minutes." Dis pocketed her notepad, smiled, and walked quickly through the swinging doors to the bustling kitchen.

It's only six o'clock, and your feet hurt? You're getting too old to be a waitress. The voice in her mind would have almost sounded like her eldest son's usual concern, but neither of her sons would ever call her old.

Dis smiled. Today was her birthday, she was off of work in an hour, and although she had scolded them not to trouble themselves on her account, both Fili and Kili were sure to be home as early as they could, with some carefully orchestrated (and hopefully intact) surprise for her.

Her sons. It was hard to believe, sometimes, that they were men now—Fili was almost twenty-five, and Kili had just turned twenty.

Too old to be living at home, most people might have said. But Dis would have given anyone who tried that line a right earful. It wasn't like they could afford college—but between their three incomes, they could live comfortably enough, even if the flat was small…and what was more, they were happy.

Dis remembered being rich, and she knew better than to consider it equal to happiness.

If only Thorin could see it the same way, she mused, and stifled a sigh. Her older brother was a rare visitor these days, but he was never far from her thoughts. She knew that spring was hard for him—it reminded him of a day many years ago, when all their lives had changed…

Dis finished arranging the trays and shook her head to free her thoughts from such worries. Thorin had friends, and he loved his nephews with a fierce protectiveness. He would always be haunted, but perhaps time would assuage his bitterness.

Someday.

If her brother would settle—if her sons would remain happy and free and (relatively) innocent—Dis could, she thought, be almost perfectly content. True, the 'almost' must remain—her husband's death, seventeen years ago, would never be mended—but Dis had allowed the memory to sweeten, rather than sour, her life.

An hour and a half later, Dis rested her aching feet, sipping at a cup of tea. The flat was something of a mess, but she couldn't bring herself to be overly worried about it. Her sons were the only expected visitors, and she still had half a crossword puzzle that she had been longing to complete for days.

Settling herself on the secondhand sofa—which required removing a stack of books, a pair of Kili's tattered jeans, and a marmalade tabby cat, Dis stole a few pleasant moments of rest.

They were shortlived. She had only gotten through half-a-dozen words before there was a resounding knock at the door.

Dis leapt up, displacing the cat (who had found her way to her lap) and nearly upsetting her tea. Who would be here, at eight o'clock at night? She wasn't expecting the boys for a few hours yet—

Hastily concealing as much of the untidiness as she could, she peered through the peephole, then flung open the door in surprise.

"Thorin!"

At first glance, he was the same as ever—the same faded suit he always wore for traveling, his short dark beard neatly trimmed, hair typically long and unruly. But when she put her arms around him, she felt the tension in his shoulders. He was uneasy.

Dis swallowed hard. "Come in! The boys are at work."

He lifted an eyebrow. "Where, at this hour?"

"A bar, and a nightclub." She threw up her hands. "I know, it reflects terribly on me, doesn't it? But they're quite well-behaved."

"I'm not worried about Fili," Thorin said, with the beginnings of a smile, but he did not sit down.

"What brings you here?" she asked, at length. "Of course I'm glad—"

"Do you remember Gandalf?" Thorin asked, and there were no traces of a smile on his face.

Dis remembered a gaze as sharp as a blade, a kindly smile, and an odd old hat. "Of course," she murmured. "But I haven't heard of him since…"

"Since," Thorin agreed. "But he has returned. And he has brought news."

Dis felt something heavy settle in her chest. "What news?"

Her brother smiled at last, but it did not lighten her heart. "Dis, everything has changed."

iii.

"Hey there," the girl said again, and Fili realized she was talking to him.

"Hey," he said, setting a glass on the scarred bar counter, and favoring her with a carefully charming smile. She was pretty—a bit heavy-handed on the eye makeup, maybe—and it had been a slow night. A little harmless flirting wouldn't go amiss, especially if she didn't find out that he'd been finishing a crossword puzzle under the bar just before she came along.

"Buy me a drink?" she said, toying with her phone and flicking her gaze towards him again.

He rested his elbows on the counter and lifted an eyebrow. It had been a right decision, this new button-up shirt, even if his brother had mocked it. Girls liked a dose of formality, Fili always thought. "I'm just the bartender, ma'am. That guy over there looks a bit tipsy. I'd bet he'll buy a round of shots for anyone."

"Well," she said, and leaned in, "I'm not looking for just anyone."

"Oh?" He ran a hand through his hair.

"If you're going to make me buy a drink for myself, I'd better get a nice one, hadn't I?" she said flippantly, digging through her purse. "I'll have a rum and coke."

"That's a nice drink, to you?" he teased, but mixed it for her quickly. "Heavy or light on the lime?"

"Heavy," she said. "I'd raise my glass to you, but you don't have one of your own to match me."

"I can't exactly tend bar if I'm plastered, can I?"

She pursed her lips. "One pretty girl asks you to drink with her, and you think that will push you over the edge?"

"You're not the first pretty girl with that request," he retorted, but before he could follow up the quip with some sort of compliment, his phone buzzed. A text, from Kili.

Can't get off early. You?

He jumped two inches when her hand brushed along his arm. "When do you get off?"

"Now, actually," he said, and added quickly, before her face could brighten, "But I've got to dash."

She pouted. "Why?"

"It's my mum's birthday, and my brother's working late—" he stopped, wondering why he was bothering to explain it to her. "We don't want her to be on her own, you know?"

She wrinkled her nose. "Not really."

He shouldered on his leather jacket and stuffed the crossword in the pocket. "Right. Well, drink up. There's plenty of tipsy blokes to give you the time of day, if that's what you're into."

She rolled her eyes and moved off, and he blew out his breath, glad to have escaped. In truth, he still had twenty minutes left on his shift, but no one would miss him, and it was only his mother's birthday once a year. When Kili got home—at whatever hour he could—

Fili tucked his hands in his pockets and made his way quickly along the sidewalk, squinting under the sickly yellow glow of the streetlights. He was used to the city—he'd lived here all his life, or all of it that he could remember—but his familiarity didn't really make it any less dangerous.

And so he was unsurprised when a bulky figure materialized from one of the shadowy doorways, teeth flashing in something that wasn't really a smile.

"Hey."

"Hey yourself," Fili shot back, careful not to seem too unfriendly—though it was a very different greeting than he had given the girl at the bar.

"Got a smoke?"

"I'm all out." He lifted his hands.

"Then cover me. A couple of bills'll do it."

"I don't have any money," Fili said, with an easy shrug. He kept moving, distancing himself from the doorway as much as possible.

Sure enough, the guy lunged. Fili sidestepped and planted his feet, snapping open his twin switchblades in a practiced movement.

The man regained his balance, seemingly preparing for another attack, but he jerked to a halt at the sight of Fili's knives.

Fili nodded, a slightly feral grin creeping over his features. "Let it go, mate," he said softly, and twirled the blades for good measure.

The oaf slunk away.

Kili will get a good laugh out of this, he thought, and turned the last corner.

The front room of the flat was dark, but there was a light in the kitchen. Fili kicked off his shoes on the mat, locked the door, and called out, "Mum?"

"I'm in here."

Dis was sitting at the table with her head in her hands, her thick dark hair unraveling from its braids and twists.

Fili was at her side in an instant. "Mum, what's wrong? What's happened?" Without a second thought, he took her hands in his. "I'm sorry—Kili couldn't get off early, and I had the long shift…"

His mother shook her head, smiling faintly. "Oh no, darling. It's nothing you or your brother did, it's just…" She stood up, seeming to rouse herself from a bad dream. "It's late—you're hungry—"

Gently but firmly, Fili guided her to her chair again and took the one beside it. "I'm not eating a bite until you've told me what the matter is," he said stubbornly. "Come on. You know you've never been able to hide secrets from me."

Dis's laugh became a sigh. She pressed his hand. "I know. I—I just hoped this day wouldn't come, that's all. And—oh, Fili. We're happy here, aren't we?"

"You and me and Kili," he agreed, nodding. "That's all we need." He studied her face, still beautiful, a little too thin. The worry lines around her eyes. "Mum—is this about Uncle Thorin?"

The tightening of her lips answered him. Dis took a deep breath before she spoke. "An—old friend of the family's visited him a few days ago, and he came today. He thinks he's found a way to…"

"To…what?" Fili prompted. Kili was generally the less patient, between the two of them, but he found himself becoming almost desperate over the prospect of not knowing.

"To win back what our family lost," she finished miserably, and drawing him closer, she buried her face in his shoulder.

Fili stroked her hair, his mind racing. He knew well enough their family's history—how many years ago, before he was born, the Durins had operated the foremost ore mining enterprise in the east, living in the grand estate of Erebor at the foot of a solitary peak called Lonely Mountain. Their well-stewarded business had provided employment and prosperity for the entire region, including the nearby city of Dale. Fili knew that his great-grandfather, Thror, had been a skilled businessman who trained his son, Thrain, and his grandson Thorin to understand the mining industry so well that they had amassed great wealth. But Thror had always been prone to paranoia, and even to greed, and bad things had followed—

Fili had grown up on his uncle's stories, taught to dream of lost wealth and security and above all, honor. Thorin visited as often as he could, but he was frequently away—searching for work, and always, always seeking justice.

Something has changed, he realized, and suddenly felt ten times more nervous than he had when he had faced the street thug earlier that night.

"Mum…what did Uncle want?"

Dis lifted her head and faced him. She had not cried—Dis never cried—but her eyes were unusually bright. "He wants to go to Erebor," she whispered. "And he wants you and Kili to go with him."

iv.

He spun the record in his hands, slipped it in place, and dropped the needle with a flourish. It was an art, really, being a DJ, even if it was exactly the sort of career that all his elders frowned upon.

Kili grinned and scanned the crowd, searching for someone to amuse himself by flirting with.

Yeah, you're quite the lady's man, his brother's voice jeered in his head. Just as long as you've got a room's length between you.

He made head-Fili shut up, caught the eye of a cute redhead, and winked. She blushed and turned to giggle something to her friends.

That was success, Kili decided, and he swayed back and forth to the pulsing rhythm of the music with no small satisfaction. Fili might have had the advantages due to an older brother, but he had better watch out.

For all these bold hopes, however, Kili's evening was uneventful—if a little off-schedule, for he had gotten halfway home before he remembered (with several heated words that would have appalled his mother) that it fell to him to retrieve her presents.

"You're welcome, brother," he said aloud, and turned the car around forcefully.

In not so very long, he was bounding up the steps of the apartment building and jamming the key into the lock with his usual imprecision. "Open up!" he shouted at last, because really—who could expect him to juggle two dozen roses, a bottle of wine, and a jeweler's box all at once?

They took their time in coming, but the handle turned at last and his mother opened the door.

"Happy birthday, mum!" he announced, and promptly smothered her in a hug that was nearly the death of the flowers.

To his surprise, she almost clung to him.

"It's good, it's fine," he assured her quickly. "I…forgot stuff. That's why I'm late."

"It's not that," she said. "Thank you for all the lovely—it's just—why don't you come in and sit down?"

Bemused, he followed her. Fili was leaning against the counter, still wearing that new shirt that he'd been so bent on getting, with the sleeves rolled up to the elbows. He nodded in greeting, but didn't smile like he always did.

Kili started to feel worried.

"You're all acting like someone died," he said. "Oh, God. Is it Myrtle?"

"Myrtle's fine," Fili said, pointing towards the corner where the fat orange cat was sleeping peacefully.

Kili sighed with relief. "Ok," he said, sitting on the edge of the table and swinging his legs. Usually Mum yelled at him for that, but she seemed preoccupied. "What's going on?"

Fili and Dis exchanged glances, and then Fili spoke. "Uncle Thorin visited Mum today."

Kili picked at a hole in his jeans. "What's he up to? Why didn't he stay?"

"It's…a long story," Fili said, with an attempt at a smile. It didn't look real, not to Kili. "Short version, he's organizing a meeting of some friends, and he wants us to come."

"Is it about Erebor?" Kili asked, excited. To Thorin and all the rest—and sometimes, even to Fili—Erebor was a serious subject, to be talked about in hushed voices. But Kili couldn't deny that there was something…well, sort of adventurous about the whole business. A stolen empire? Exile and estrangement? It was like a movie.

Not that he ever said so to Thorin.

"Yes," Dis replied after a moment. "It's about Erebor. Your uncle believes…he believes that he's found a way to get it back."

"And he wants us to come with him?" Kili exclaimed, swinging to his feet, but a warning glance from his brother quelled his exuberance. "I mean—well, I mean, I'd like to help him. If I can."

Fili folded and unfolded his arms, like he always did when he was having some sort of internal argument. "I have to go," he said quietly. "I'm the oldest."

A pained expression crossed Dis's face, but she didn't argue.

Fili went on. "You don't have to go, Kee. You can stay with Mum, and—" His jaw was tense, set. He didn't like this anymore than he knew Kili would.

"But—" Kili began, but then stopped. How could he choose? The two halves of his world…and somehow he'd let himself think that they'd never pull him in opposite directions. Not that Fili was really doing the pulling—that was all Uncle Thorin. But Kili couldn't be angry with him, either, because Uncle Thorin was everything. A hero, and they all knew it.

He stared at the floor, but all the same, he could feel his mother's eyes on him. When he lifted his gaze to meet hers, she was…crying.

Mum. Crying?

In an instant, he and Fili both had an arm around her. "Please," Kili pleaded. "What do you want us to do?"

Dis laughed through her tears. It was a strangely desperate sound. "What can I want? You're both going." She shook her head before they could interrupt. "You'll need each other, every step of the way. You do this together, or not at all."

v.

A dab of saffron, a broad stroke of gray, and then a quick, methodical sketch of fine blue lines—

It was finished.

Bilbo Baggins set down his brush, wiped his hands on his smock, and frowned. It was a perfectly good picture—a winter sunrise over a field—but as he glanced about and saw fifteen other winter sunrises, as near to twins as could be, he felt as though his head would spin.

A nice seedcake will just do you, he told himself, and headed off to his pantry.

Having just passed his thirty-fifth birthday, Bilbo was inclined to be pleasant, staid, and altogether comfortable—just the sort of life which he frequently assured himself he had always wanted. It was true that in his younger days, raised under the unconventional and affectionate parenting of an interior designer and a poet, he had been a little given to flights of imagination, even to bold ambitions.

He'd kept the interior decorating, but somewhere along the way, he'd lost the poetry.

You've no need for poetry, he thought, with an irritable shake of his head. Heavens knows what's gotten you into this sentimental mood.

Nonetheless, he was in it, and that meant that his painting would not be uniform at all for the rest of the day. He had been working on this project for a week, and each day seemed to find him less motivated than the one before. There was nothing to explain it, in particular, although in the back of the spare bedroom closet, there was a shamefully large collection of the most elaborate and fantastical pictures—dragons and fairies and gems so bright that they seemed to have spirits of their own. His mother (the poet) had loved those paintings, had marveled over his talent and encouraged his inclinations. But over the years, Bilbo had learned that a quieter fare, for doctors and dentists to hang in their offices, was the sort of thing that made money.

And thanks to his father's affinity for a well-furnished home, Bilbo had come to be fond of making money.

Considered in that light, sentimental moods did him no good at all.

He skimmed a finger across the screen of his smartphone, hoping that the news of the world would sober him up appropriately. But before he could mire himself very deeply in the latest political shenanigans, the doorbell rang.

Now who could that be? thought Bilbo, with some annoyance. His neighborhood—the nicer end of the Shire, which was in itself a rather nice little town—was a quiet one, and an unanticipated visitor was something of an anomaly.

He opened the door cautiously, and looked up (Mr. Baggins himself was of an abbreviated height) to meet a pair of remarkably bright eyes under an unfortunate gray fedora. The wearer of the fedora, and the owner of the bright eyes was a white-bearded man in a long, dusty coat. He had a carved walking stick in one hand, and an expression that suggested that he might just be as knowledgeable as he thought he was.

"Good morning!" Bilbo said, for nothing else sprung to mind.

The old man lifted a bushy eyebrow. "I suppose you hope it is," he said, with a knowing look. Before Bilbo could reply, he leaned forward almost conspiratorially. "I'm looking for someone to share in an adventure."

A/N: Well? Good start? (I hope!)