AN: Hello! So this is my very first fanfic! I'm very nervous about what you all think so please don't be harsh. I'm not very proud of the quality of my writing but I have had this idea in my head for ages and I wanted to find out what others thought of it. Thorin, Fili and Kili and 100% my favourite characters in 'The Hobbit' bot book and movies and I love their fatherly/son relationship.

This is a change on how the movie had the three deaths in the battle, AKA how I wanted the deaths to be (but if I had my way they would not die at all). I hope you all enjoy and please leave a review!

Disclaimer: I do not own The Hobbit. All rights belong to J.R.R Tolkien. I also do not own the song in this story. It is called Sleep Song by Secret Garden.

It was over for him.

When he saw his eldest nephew at the hands of Azog the defiler his blood ran cold. His sweet precious Fili, who had brought some of the only happiness into his life, in the arms of the scum who had killed so many he loved. Thorin and his nephew made eye contact and Thorin saw the fear in his eyes, he saw him begging him for some comfort that it was going to be okay, the comfort that he was always assured when he was just a dwarfling. But Thorin could not give it to him.

"Run!" Fili shouted. It was in that moment that Thorin had never been more proud of his kin. Fili was asking them to save themselves as he accepted his fate. As Azog plunged his sword through the blonde headed dwarf, Thorin's heart stopped. His heir, the boy that he treated as his own son was dropped. But he was dead before he hit the ground.

"No" Thorin whispered. He was almost sinking to the ground when a worse sight met his eyes. Fili's body had landed in snow, by Kili's feet. Kili's face represented how Thorin felt. Rage. And shock. And a heart having been ripped out. He saw his youngest nephew, the one made up the other half of his heart start to run. But Thorin could only stand there, staring down at Fili. He had been with the boy since his birth, protecting him, playing with him, holding him while he cried and loving him no matter what. He had become the father for Fili and Kili after theirs had gone to the halls of waiting. He then was filled with rage. People believed that Erebor's gold and the Arkenstone were Thorin's greatest treasures but they were wrong. He would trade all the gold and jewels and stones in Erebor for his nephews' safety and happiness. And that been stolen away from him in a single moment. With a growl he began to make his way towards the steps that would lead him to Azog. He had to settle this. Fili's death would be avenged.

….

Then he dropped exhausted. He had avenged his nephew, but now there was nothing to take his anger out on. He crawled to the body of Fili and clung to him. He had to hold on. He had to become King and protect Kili from the same fate of his brother. It was then that he noticed another body on the other side of Fili. Kili.

Thorin couldn't hold it in. "NO!" he cried and he grabbed the blood stained shirt of his youngest nephew. "NO! KILI!"

"Uncle?"

Thorin looked up in shock. Kili's eyes were looking at him, pain in his expression but hope as well. Thorin was more than an Uncle to Kili (and Fili). He was like their father. Their protector. He was always there when they needed him. Now Kili looked to him in search of comfort.

"Kili. I thought you had passed" Thorin whispered tears in his eyes. He dragged himself over to Kili.

"I will be soon." Kili could tell his injuries could not be fixed. Thorin nodded. There was no point giving the boy false hope.

Suddenly Kili began to cry. "Fili's gone Uncle." Thorin nodded. "Please don't leave me. I need you here"

Thorin gently pulled Kili up so he was sitting up cradled in his Uncles arms. He combed his fingers through Kili's hair. "Don't worry little one. I'll never let you go. I'm staying right here. Until you fall asleep."

Kili looked up into his Uncles warm eyes. "I love you Uncle"

"And I love you little one. You and your brother are the happiness in my life."

"I will miss you Uncle." Thorin smiled sadly at him.

"You won't for long. I too will not last much longer." Kili shook as tears fell down his face. He placed his hands on his Thorin's face. A gesture he has reserved for his Uncle since he was a dwarfling. Thorin could sense his nephew needed comfort. He began to sing. A song he sang to his nephews when they were scared as younger boys.

"Lay down your head and I'll sing you a lullaby
Back to the years of loo-li lai-lay
And I'll sing you to sleep and I'll sing you tomorrow
Bless you with love for the road that you go

May there always be angels to watch over you
To guide you each step of the way
To guard you and keep you safe from all harm
Loo-li, loo-li, lai-lay

May you bring love and may you bring happiness
Be loved in return to the end of your days
Now fall off to sleep, I'm not meaning to keep you
I'll just sit for a while and sing loo-li, lai-lay

Loo-li, loo-li, lai-lay"

Kili looked one last time at his Uncle before he closed his eyes and fell limp in Thorin's arms.

All knew it was over for the line of Durin once the heir had fallen and it was confirmed after his brother's death because if you lose one, you lose all three.

It was over for him.

Thorin wept as both his nephews lay still, blank eyes staring at nothing. It was then that Thorin's fight for life died out. There was no point in living. Not when his little ones would not be with him. Thorin brought himself together to speak his last words to his unmoving kin.

"I was there at your beginning. I was there at your worst. I was there at your proudest. And I am honoured" he said with a rattling breath "To be at your ends"

With that Thorin, son of Thrain, son of Thror, King under the mountain passed and joined his nephews once more in the halls of waiting. Together as they should be.