Aragorn threw himself on the ground and fell asleep almost at once. He had not slept since the night near Tol Brandir.

Gimli looked at Legolas. 'I can take the first watch," he said.

"Nay, rest now Gimli. This green plain has refreshed my spirit. I will need no rest tonight." Legolas replied.

"I am weary," Gimli admitted grudgingly. "We Dwarves are hardy and used to long marches but this chase has taken us far at a run and my heart is heavy with sorrow."

Legolas started to say something but paused. He looked at Gimli and could see the weariness in his face. "Rest now Gimli." he said kindly. "My heart grieves for our lost companions. I know not what this search will bring us and I fear ill for our hobbits-those we follow and Frodo and Sam that we have left behind us."

Gimli nodded and was silent. Legolas thought he would sleep and stayed near him as he watched the darkened plain. But sleep did not come as easily to Gimli. He spoke again softly.

"We are so far from home Legolas. Do you wonder about our people and what has befallen our lands since we left Rivendell?"

Legolas sighed. "Aye Gimli I do." he admitted. "We know the Nine were searching for Frodo. I fear they ride again, despite their setback at Rivendell. That we suspect from the the foul beast whose flying steed I shot when we were on the river." He looked at Gimli steadily. " Have they gone to Erebor again or tried to enter my Father's land? Do the orcs of the North ride out to join the hordes of Moria, Isengard or Mordor? I know not, Gimli. I fear we have not left our homes to peace," he finished.

"I've not traveled this far since the journey from the Blue Mountains to Erebor," Gimli admitted. "Rivendell was the further I had been since my father brought me to Erebor, and that was long ago, as I was yet not come of age."

Legolas smiled at Gimli. "I met your father on his way to Erebor, as you know. In the Company of Thorin Oakenshield." They had managed to avoid this very subject for most of their travels.

Gimli nodded, wondering what the Elf was about. "Aye. I know. He certainly was not fond of your hospitality," he rumbled.

Legolas laughed, clear and bright in the silence of the plain. "I imagine he was not! Likely as unhappy as my father at having him there in the first place."

"I'm sure your father's accommodations were a right sight better than my father's," Gimli growled, but his eyes crinkled as he met Legolas' gaze. "Let's leave the merits of the Elven King's dungeons to another time Legolas," he said with a sigh. "Even I can't summon the energy to argue with you tonight and I rarely pass that opportunity by."

"When we perchance return home Gimli your path will lead through the Greenwood. I extend you an invitation to explore those accommodations yourself-as a guest of course," he added quickly, with a smile and raised eyebrow, as Gimli sputtered next to him.

"Hmmphr." Gimli grunted. "I seem to recall a different definition for 'guest' when my father was there." He gave Legolas a look under furrowed eyebrows.

Legolas shook his head and looked down for a moment before meeting Gimli's eyes. He had a thoughtful look that increased in intensity as Gimli looked back at him. He took a deep breath and then blew it out, having come to some sort of decision it appeared to Gimli.

"I was not overly kind to your father and his companions." Legolas admitted slowly. He scanned the plain around him silently for a moment and then returned his gaze to Gimli. There was a look Gimli didn't think he had seen in Legolas' face before. It was hard to place. The moonlight should have made him look paler than even his usual Elvish hue but Gimli thought he caught a glimpse of color rising in his face. Legolas looked away again and cleared his throat before looking back at Gimli again.

"He had a set of portraits he carried." Legolas said finally.

"Who carried?" Gimli asked, thoroughly confused as to what Legolas was getting at. Were all Elves like this? he asked himself.

"Your father!" Legolas replied. "That's who we are talking about, is it not?"

Gimli's eyes widened, as understanding came to him. "Why how do you know about that?" he asked.

"I was the one leading the Elves who found them in the forest." Legolas replied. "I searched them when we captured the Company. I found the portraits when I searched your father. He had portraits of your mother and you."

"Well, yes he did. Mother gave those to him before he left. He was the only member of Thorin's Company who had a wife and child at the time." Gimli explained. "But what of it? He has them still to this day."

Legolas nodded. "I thought as much, as no one else had anything the like." He paused and looked at Gimli awkwardly. "I owe you an apology." he finally said.

"Any apology?" Gimli huffed. "To me? I'd say more likely to my father-I wasn't even there." Gimli answered. "Although I should have been," he muttered. "I might not have been of age but Kili and Ori barely were and they were allowed to go." he grumbled.

"Be that as it may," Legolas responded. "My apology is still directed to you. I was ah, rather disparaging about your portrait."

"Disparaging? What are you talking about? I've told you before how flighty you are Elf but you are making much less sense than even your usual tonight!" Gimli complained.

Legolas made a surprised sound, almost like a snort. "I told your father you looked like a goblin mutant." he finally admitted.

Gimli stared at him, for a moment, then to Legolas' surprise he roared with laughter. Aragorn sat up with a start and grabbed his sword at the sound. "Peace Aragorn! I did not mean to disturb you." Gimli said apologetically.

Aragorn looked from Gimli to Legolas curiously. "Get some rest Aragorn," Gimli continued kindly. "The Elf and I are. . . uh. . . reminiscing about home. We'll wake you before daybreak."

"As you wish," Aragorn said, glancing back and forth at their faces. Legolas seemed to be biting the inside of his cheek and Gimli eyes were crinkled and his lips were pressed together, like he was holding something in. Aragorn narrowed his eyes at them. "If you do not need me I will not deny I could use the rest."

"Back to sleep then lad." Gimli said in a somewhat hoarse tone, his eyes crinkling even more. Aragorn eyed them both again and then just shook his head, lay back down and turned away from them.

Gimli turned back to Legolas, his eyes shining with amusement "Goblin mutant you say?"

Legolas nodded silently, a small smile starting to creep onto his face.

"I assume I shouldn't ask if you made a comment about my mother?" Gimli asked.

"Better you don't." Legolas admitted sheepishly.

"Then I won't," Gimli agreed. "I think I can forgive a sixty year old insult. I'm far better looking now that my beard's grown out anyway." he finished, with a sidelong glance at Legolas.

Legolas looked at him and raised an eyebrow. "I wouldn't be so sure." he said as he dissolved into helpless laughter.

Gimli joined in, mindful of Aragorn sleeping nearby.

"I don't think my father ever envisioned we would be companions someday." Gimli finally said, when they had both finished laughing.

"I'm sure my father never did either." Legolas answered. "Much has happened since the days of Thorin Oakenshield."

Gimli nodded. "Aye too many years gone by. And too many friends lost." He gave Legolas a look as he tilted his head. "Aye, but one friend gained."

Legolas smiled back at him. "An unexpected benefit that came unlooked for on this adventure."