Rain pelted a young she-elf as she ran through the night with a babe bundled in a white silk. She stumbled a couple times but she pressed on through the paroles wet night when she came across a young dwarf family, a dark harmed dwarf a lighter haired female dwarf with two spry young children with the same hair difference. The she-elf managed to come near them and dropped to her knees. Her ash blonde hair covered her blue eyes and pale face as she panted for air. "Oh my..." The dwarf woman pointed to the she-elf's side, blood was oozing from a wound that she was given earlier that night. "Thorin," she urged "we need to help her." He saw the point in her ears and in a cold tone refused his aid.

"I ask for no shelter for myself but for my child. Please good Dwarf Prince take in my child! She has no place in this world, my kin will not take her nor the kin of her father." She cried but her tears were masked by the raindrops that also slid down her face. "I could feel life live me and I am begging with whatever breath I have left that you, Thorin Oakenshield, take her and care for her."

How did this elf know who he was?

She held up her head and gazed at him with tears streaming down her wet face. "Do you not remember me old friend?" Her lip quivered as his eyes widened, as if to see her clearer. "Gwyneth?" She smiled at the sound of her name. She was the only elf that stay when all turned their back on him, she was there when Smug came to the Lonely Mountain, and she was the only elf that he cared for. Even when she found a home amongst the race of man and married one, Thorin still cared for his old friend.

"What happened to you? You look weary."

"I chose a mortal life for my husband and gave my immortal life to our daughter Penelope. But the villagers chased us out and not long after orcs came. They killed my husband and I have been running ever since." She sniveled as she extender her arms out to her old and dearest friend so he could the infant she held so dear to her. "I know you hate my kin but you were the only one I could think of. You are the only one I could see raising my child. Thorin you would make her strong."

He looked upon the face of the sleeping babe. She was about nine months old, with milky white skin and pink cheeks. Her hair was a light brown, which Thorin expected to come from the father. She was a lovely babe with no flaws apart from one, a small scare on her left cheek that stretched form the side of her face to the middle of her cheek, yet that did not take from her natural beauty.

His felt his stone cold heart melt slightly just looking at her. His friends eyes trembled with hope. "Please, Thorin, my old and dearest friend." He took the babe from her and held her close to him. "Penelope, you said?" He looked up to Gwyneth only to see her give a faint smile and nod before collapsing to the ground as her blood joined the muddy puddle beneath her. Thorin looked handed the child to his sister, Dis, as he picked up Gwyneth and prepared her to be burned her like the nobility that she was. He remember how she wanted the embers of her flames to dance amongst the stars and let the wind take her ashes. The truth is she was more than a friend to him, he actually fell in love with her and raising her child as his own was the least he could do.

The rain had finally let up by the time he joined his family in the house as the sun pecked from behind mountains. He came in to see his nephews gather around the babe in their mother's arms just before she handed her back to their uncle. "Can we play with her?" The dark haired boy asked with a twinkle in his eyes before his mother explained how the child was too young. "What is her name then?" The lighter haired one asked with the same gleam in his eyes. Thorin looked at the child and saw the likeness she had to her mother. "Penelope," he answered as the babe opened her eyes to reveal orbs blue as the endless sky above him. A smile formed on Penelope's strawberry lips as she let out a giggle seeing for the first time her new father.

60 Years latter

The years pasted with no mind and through those years she grew lovelier every day, she became undoubtedly beautiful and caught the eyes of every one who laid eyes on her. She had the grace of an elf lady, had the miss step of man kind, and the brave heart of a dwarf. She grew up with dwarves and loved every bit of it. Even though she was an elf half bread they treated her like one of their own. Penelope was raised with Thorin's nephews, Fili and Kili, who were her only friends; but Fili, the eldest, saw her as a sister while the other always wanted more. Kili loved her since they were kids and showed his affection for her every chance he could but she always mistook it for kindness do to the fact that he was a bit of a flirt for anything in a skirt.

"Penelope," Kili called out as she leaned over a small puddle to see how she could hold her long waive hair up and out of her face. She turned to him as her fingers continued their work of weaving her hair in a braid. He was hypnotized by her bright blue eyes and how they stared directly at his soul and made him feel naked. It was that nakedness that he felt when she stared that he liked most about her. "What?" She asked as a light blush dusted across her cheeks. He clashed something behind his back as he tried to find his words. "Thorin wanted to let you know we are going to be heading out soon." Her eyes went wide as she took a crimson ribbon that laid on her lap to tie up the end of her braid. "Are you not too old for that? Only young lassies wear ribbons."

"Well does it bather you that I still use it?" She asked.

"No its just that I got you something." He said pulling his hand out from behind him to reveal a sliver comb in the shape of a butterfly. "To match with your pendent." Her eyes went wide as she took it in her hand, "I meant to give this to you before our quest but you were otherwise occupied with your other suitors."

"They were hardly suitors." She corrected, "They were more like…they were not suitors."

"Forgive me, old friend, for my mistake." He smirked as she eyes finally moved from the comb to his bark brown eyes and smile joyfully. "Try it on." He urged as she wrap her hair up a unique design before taking the two tooth comb and sticking it in her hair. Her hands slowly lowered awaiting for it to fall, but it stayed up. Her smile only brightened. She got to her knees and pulled him into her arms, "Thank you Kili. I love it!" He felt proud of his achievement as he held her closer. "I'm glad you like."

"Penelope! Kili!" Thorin called out as she got to her felt and stood just a head, or so, taller than Kili. The two ran back to the company to see everyone on their ponies. "Sorry father." Thorin rolled his eyes at his daughter before bring his attention to the trail ahead. "When I agreed to let you come a long I thought I made it clear that you had no time for pampering."

"I hardly call putting my hair up pampering father, but yes you told me." She mounted her pony as did Kili. "It won't happen again father."

"Move on!" His voice boomed.

They pressed forth into what latter turned into a down pour. Her hood was soaked and no longer sheltered her from the rain as it soaked her down to her skin. She listened to Fili and Kili chatting and laughing to whatever jokes they told, but she felt herself distancing herself from their bright laughter and listened to the sound of hooves hitting the muddy ground beneath them while she merely stared at youngest brother. "What's the matter, Penelope?" Fili asked as he road up besides her. She smiled as her eyes twinkled like the stars. "I am fine Fili, just lost in thought."

"Than what are you thinking about?" He asked as he looked back to his brother who road to her other side. Kili looked away as if he did notice his brother's glance as he examined Penelope riding side saddle in her crimson dress with the hem of her dress, and under garment, was soaked in two inched of mud from when she went by foot. His eyes travel up her legs to her chest, he seemed to see past her black cloaked to the curve of her breast, before he took that time to raise his eyes from her neck to her flawless innocent face. "I was thinking about…" He watched her lips form every word with such interest and contemplated touching them with his own. Her eyes fell on to his but as her lips moved but nothing came out. She called his name once more but he didn't answer. "Kili!" Her voice raised pulling him from his trance. "Are you all right?"

"I am, dearest." She giggled at his words.

"You have never called me that before."

"Well, there is a first time for everything, dearest." A smile graced her face as she shook her head lightly with a blush creeping upon her cheeks. Her eyes locked on the road a head as her father called out to her to join him in the front. Thorin was aware of Kili's feeling towards Penelope, and even though he planed to have them married, he did not want her to distract Kili from the goal of this whole journey. But there was something else hovering in the air, a warning Gandalf had told Thorin back in Bree of his child's up coming future; but it wasn't just the Grey Wizard's production that had him worried it was a letter from the past that plagued his mind. The first night Penelope had come into his life Dis told him about a letter she found wrapped with in the babe's blanket. The letter was written by Gwyneth warning him about the predicament that she was in and how it would follow her child the rest of her life: the letter told about a union between Thrandruil's son to Gwyneth or her future kin. The union would follow her dependencies till it is fulfilled. Believing in following the heart she wanted her child to marry for love and asked Thorin to keep this information from her, because knowing her daughter she knew Penelope would go through with such a thing; he knew it too. He couldn't bear the thought of her being unhappy. He would rip all the stars from the heavens just for her, to make her happy.

"I need Kili to have a clear head and I don't want you clouding it up."

"Yes father, but like always it was not my intent." She glanced behind her to Kili, whom was speaking with his brother. He catches her gaze, his eyes cherish her every contour of her face, as she gave him a wink. His heart soured by that gesture as Fili nudged him as Penelope turned back to her father. "That was just for fun." She said as he rolled his eyes.

Thorin then of thought now of the warning Gandalf had given him. The wizards production had him worried beyond belief for his little girl, even though he never show it, but he couldn't get the warning out of his head: she would appear to be sleeping in a puddle against a rock but would not move for not one of his commands. There were was no one else who knew of this fear and it was one of the few things he had kept from her. But she was her mother's daughter and could sense a change.

"Father, are you all right?" She asked.

"I am fine, just stop toying with him Penelope." His voice was harsh.

"Why do you always tell me this and Kili? Oh I forgot its only the elves are in the wrong and dwarves are in the right!" She spat out as he kept silent. Her heels tapped the horses side as as she road ahead.

"Where do you think you are going?"

"Scouting ahead father!" She roared as she continued to charge forward.

The two kept there distance until they had to make camp in the ruins of a farm house. Penelope grew ever distant and was not in the mood for taking orders from him at the moment, but to appease her he asked her to accompany Fili and Kili with the horses. She was put in a better mood with their presence. Fili attempted to reconcile her and to help her better understand her father, their uncle. "Well how could know what its like to feel like this, you will never know what its like to be a half bread or an elf!" Kili looked to his brother to say something to her comment but he had nothing to say to that. "If he hate elves than why did he take me in?" Her expression grew sad as her eyes began to water.

"He loves you Penelope, never doubt that. You are not just a half bread to him your his child and a dwarf at heart. And you need to stop seeing yourself in such bad light."

"Penelope," Balin called out causing her to turn. "Thorin would like to speak with you." She gave a small nod as she picked herself up and walked back to where the warm glow of the fire was. They watched her as she left. Balin turned to the young dwarves knowing they would want to know the matter of their conversation, knowing that it involved one of them Balin did not mind telling them. "Penelope has been of age for a good long while now, and Thorin believe it is time for her to claim a husband. The truth is that she is claimed to The Elven Prince of Greenwood but her mother has made it clear to have her marry any but who she is promised to, and since she had come to him he had planed to give her to one of you." Fili and Kili looked to each other than back to him. "Who has he decided?" Kili asked sensing it would be his brother because he was to inherit the throne and would need to produce heirs as soon as possible. Fili on the other hand hoped it would be his brother do to his strong feelings for her. He could not bed her because her saw he saw her as his own sister and because Kili loves her so. Balin knew there positions. It was clear to the whole company that Fili had no interest in Penelope beyond that of a brother. He looked towards Kili. "I am sorry lad..." Kili's heart sank as he saw Thorin speak to Penelope. She dropped to her knees and barred her head in her hands. "You are to marry the lass." He turned back to the old dwarf with a look of shock before that broke in a smile as he turned to his brother and cheered together. "Once we reclaim Th Lonely Mountain the two of you are to be marry." He turned back her way and saw her wrap her arms around Thorin.

He pulled her away and whispered something to her. "You two better go back to work." Balin said before turning back to camp. Fili nudged his brother and smirked, "Looks like you finally got your wish." The high he felt soon faded when he saw beyond his own feeling, he had never really truly known how she felt about him. She would often tease him with a wink or flirty smile but has not known beyond his own foolish hope that she has felt the same. He only dreamed of her saying that she loves him and feels the same. "Here she comes look busy." The two turned their backs and pretended to check the ponies further down.

She came strolling down with her heart beating like a drum but her demeanor was its usual calm relaxed state. Kili on the other hand could not even pretend to keep busy nor could he contain his joy. His eyes followed her as she moved past them and further into the forest. "Penelope!" Kili called out causing her heart to jump at the sound of her name and the touch of his hand on hers. She turned back to him and gave a smile. "I was just going to gaze at the stars. Do not worry Kili, I will not go far." Her soft airy voice soothed him as she placed her hand on his cheek; she leaned down and placed a kiss on the top of his head leaving him desiring just one more kiss, but he couldn't quite reach her lips. A smile would have graced his lips if her eyes didn't seem so distant and sad. "She does not love me." He thought to himself. Her brow frowned seeing that her kiss did not even cause a smile, her heart sunk. "You all right old friend..." Never had being called a friend hurt so much. She knelt down in front of him and looked up at his face her eyes now filled of concern with his lack of words. His heart raced just by seeing her face but yet it ached because she did not love him as he loves her, but he was wrong. She took his face in her hands and pulled him down down to her level to place a kiss on his lips this time. Kili's heart speed up as their lips were locked and his hands came to the back of her head, pulling her closer towards him intensifying the kiss. Her hands fell from the side of his face to his shoulders and grabbing hold of the flaps of his jacket to pull him closer. He held the crown of her head with great care as her mouth parted to let his tongue in. He took that opportunity to explore her mouth when he heard Fili call his name. He pulled away as they both panted like dogs in the summer heat.

"I have to go." He said reluctantly as he examined her celestial face.

"I understand. Duty calls." She cooed as she raised herself up and gave him a brief peck on the lips before she walked a little ways before she turned back to see Kili still standing there staring at her. "Why do you stare?"

"I was just wondering why do you gaze at the stars, because if you want to see beauty you would find it in a mirror." Her cheeks were dusted with blush.

"You should go to Fili it might be urgent." She said as he called once more. Kili smiled at her expression before he left to assist his brother she called out one last time causing him to stop in his tracks. "I love you Kili!" His heart shot out to the stars as his lips trembled trying to form any response that he could but he was at a lose for words for the first time in his life. Part of him felt as if it were a dream that those worlds escaped her lips. "Penelope..."