Alright, more Hobbit fic! I've been on a roll with these lately, and I actually like all of them, so be warned. I will post more.

A/N: This fic spawned from the song called 'Sleepsong' by Secret Garden. It's a very beautiful song, and I definitely recommend listening to it at or around the time you read this. It's readily available on YouTube. I have taken a few liberties, such as with Fili and Kili's father's name and with some events. (I chose Loni, a dwarf from other Tolkien works, and this follows the film more than the novel, although I do get some information from there.) While it's not ever stated that their father died, I do believe it's pretty much fanon at this point, so there is death and angst ahead. You have been warned.

You do not like waking to panicked shouts of an Orc attack. No one does, really, but you bear a special hatred for the creatures. The cries of fear and alarm rouse you instantly, sending you ramming out the door with only a sword and axe and with no armor save a mail shirt. It is only a moment before you locate the small band of Orcs and raise a great rallying cry, calling any and all warriors to you, as well as getting the Orcs' attention. Dwarves flock to your side, including one you hoped would not.

"Loni! Why are you here and not with Dis and the children?" you ask.

"They will be alright, Thorin," your brother-in-law replies, "They are safe. Do not worry."

You do not have the time to worry anyway, not with a band of Orcs bearing down on you. With a bellow, you lead the charge, knowing you outnumber the small group by nearly double, forty dwarves to twenty or so. You pray it will be a short battle, and your prayers are answered; it lasts only fifteen minutes. You wipe your sword on the grass, trying to clean it of the black blood, ordering, "Dwalin! Get some men together to burn these filth! Oin, tend to any wounded! Are there any wounded?"

Of course, there are. Most are simple cuts and bruises. One dwarf sports a broken arm, another a nasty concussion and knot on his head, but generally everyone seems-

"Thorin! Thorin, come quickly!" a voice calls out.

That cannot be good. You rush in the direction of the voice and are met with a terrible sight. Loni, husband to your sister, father to your nephews, is dead, his head nearly severed from his body, an expression of surprise still etched on his face. A choked 'no,' passes your lips as you kneel beside him.

"Loni? Loni, where are you?"

Your sister, Dis, approaches. You turn to the nearest dwarf, begging for a cloak or anything to cover Loni's body so Dis does not see her husband's head lying at that unnatural angle, his blood in a pool where his neck should be. Balin provides his cloak just in time.

"Thorin, oh thank goodness. Where is Loni? He left in such a rush to fight those monsters, but now I can't find him. Did you send him on some errand?"

"No, though I wish I did. I bade him return to you, sister, but he did not go."

Dis' smile fades as she asks slowly, "Thorin, brother… where is my husband?"

You say nothing, but she sees your eyes flicker to the blanket covered form beside you. Stricken, Dis reaches for it. You reach out and grab her wrist, shaking your head, whispering, "Dear sister, do not. Please… do not look."

"What happened? Is that my Loni? Is that my beloved?"

A nod is all you can muster. She collapses beside you with a gasp, trying not to cry too loud. The dwarves gathered nearby try to avoid looking at her, bowing their heads to stare at the ground. Why must the Fates be so cruel to the heirs of Durin? Your kingdom was sacked by a dragon. You grandfather Thror was beheaded by Orcs at Azanulbizar. Your brother Frerin was gutted by those filth in the same battle. Your father Thrain went mad and then went missing over ten years ago. Now, your brother-in-law Loni is nearly beheaded and dead. You whisper some instructions to Balin and turn to Dis.

You pull your sister to her feet and lead her away from the crowd. They do not need to bear witness to her grief any longer… or yours, for that matter, for indeed your heart breaks. You loved Loni as you would a brother, for in marrying your sister he essentially became your brother. Kind Loni. Good-natured Loni. Brave Loni. Dead Loni. Tears prick at your eyes and threaten to fall as you think of your now fatherless sister-sons, just little boys. You push down the hatred and anger rising up in your throat like bile. Now is not the time for vengeance. All the beasts are dead anyway.

"I do not know what to do," Dis whispers thickly, "I have grieved so much in my life so far that I am not sure I have any tears left to shed. This pain is so familiar."

"I understand, sister. I understand."

You remember seeing Thror's head held like a trophy and your younger brother's innards spilled over the ground; Dis does not. She was not there at Azanulbizar. She did not see those things, and you have always been glad of that. Loni's nearly headless body is just another nightmare you have spared her.

"Mama! Mama! Uncle!" a small voice shouts.

Here comes Fili, running toward you, looking almost like Loni in miniature with his golden hair.

"Go back inside, Fili!" you shout, "Back inside with your brother!"

He hesitates briefly before following your orders, ushering a smaller figure back inside.

"How am I supposed to tell them, Thorin?" Dis asks softly, "How do I even begin to tell them their father is dead?"

"Do you want me to do it for you?"

"No… no, they should hear it from their mother."

"Then you must tell them as gently as possible, but tell the truth, and give them hope that he is well with our Creator in His great halls."

"Do you really believe that, brother?"

You think about it for a moment before answering, "Yes… yes I do."

"Then so do I."

Outside the door, your sister straightens herself up and wipes her face, all too practiced at hiding her grief for the sake of others.

"Mama, there you are!" Fili chirps, "And Uncle too!"

"Yes, Fili, darling, here we are."

"Where's Papa?" Kili asks, "Mama, where's Papa?"

"Oh, my precious, wonderful boys… Mama needs to tell you something very important, so I need you to sit quietly and pay close attention, do you understand? Please, sit quietly," she tells them.

You watch as the boys scramble to obey, Fili dragging Kili around to do as he is told. They will have to be strong, these little heirs of Durin. You look at them again. Blonde Fili, who looks so much like Loni, his green eyes always smiling. Little Kili, rambunctious and mischievous, bearing a greater resemblance to you and your sister with his dark features. They both look expectantly at their mother, eyes wide. They will never look so innocent again.

"Your papa…" Dis says softly, "Your papa is not coming home. He has gone to the great halls of our Maker Mahal, and there he shall wait for the day we join him long in the future."

Fili, who is eight, is old enough to understand what he has just been told. His bottom lip trembles and tears fill his eyes. He knows his father is dead. Kili, at only three, does not.

"Mama? Why won't Papa come home?" he asks, "Where's Papa?"

"Kili, my precious darling, your… your papa was attacked by Orcs during the fight. Everyone tried very hard to protect him, but the Orcs got him, and he died. They hurt him very bad and made his body stop working.

"Now, it is okay to be sad. Mama and Uncle Thorin are sad, too, because we loved your papa. Do not be ashamed or afraid to cry. No one, especially me and Uncle Thorin, will make you feel that way. And you must remember that even though right now you feel like you will never be happy again, that is not so. Your lives will go on and be full of joy, and your papa will be able to watch over you whenever and wherever he is needed."

There is a moment before Fili bursts into tears, crying loudly. This in turn causes Kili to become upset, if only because his brother is unhappy. Dis carefully gathers the boys into her arms, gently rocking them and humming a lullaby to soothe them. The coming days would be difficult.

The boys are surprisingly alright until the night of Loni's burial. The services and rites were held during the day, but once the dark fell, reality seemed to hit Fili and Kili, especially the latter. It made him fussy and upset and difficult.

"I'll stay up with them tonight, sister," you tell Dis, "You need rest."

"Thorin, I couldn-"

"I insist. Please, you have barely slept these past three days. I can look after the boys for a while. Please, Dis… go. Rest," you say softly, pressing a kiss to her cheek; she relents.

You go to your sister-sons' room, finding them huddled together on Fili's bed, Kili finally fast asleep.

"Uncle Thorin?"

"Yes, Fili?"

"Did it hurt like this when you lost your papa?" he asks.

"Of course… and my grandfather… and my mother and brother," you answer honestly, "It will always hurt a little because that person you love is no longer there in your life to see whenever you want. However, death is a part of life. Everything eventually dies. One day, many long years from now, I will die, too. And you. That is nature."

"Why?"

"It creates room for new life, allows for change and growth. Every autumn, you see the leaves on the trees die, and every spring, more sprout in their place. When the trees die, more can grow and shape the forest. New things cannot grow if old ones do not make the room for them. It is that way with all things."

"Why my Papa, Uncle?"

You give him the only answer you have: "I… I do not know."

Fili's eyes fill with tears and his lip trembles as he says, "Uncle Thorin, it's not fair…"

"No, no it's not… but that is the way of the world. Very little in the world is fair."

The boy realizes he is nearly crying and tries to stop himself, so you tell him softly, "It's okay to cry when you are sad or upset."

"You don't cry," he mumbles.

"I do sometimes. I did when my brother and grandfather died. I have cried many times, and I know it is not good to hold everything inside your heart. It's not good."

His lip trembles again, so you sit beside him and Kili, pulling them both into your arms and letting Fili cry quietly into your chest until he falls asleep. You are almost dozing when you feel Kili squirming and hear him whimpering. The boy wakes suddenly and loudly, wailing, "Papa! I want my Papa! Papa!" at the top of his little lungs. His crying wakes Fili, who moves toward him, but you stop him and quietly tell him to try and go back to sleep; he curls up against your side. You scoop Kili up into your arms as he wails, gently shushing him.

"Papa!" he hiccoughs, "Wh-where's P-Papa? I wan-want P-P-Papa!"

You can feel your tears fall as the little one cries for his father. You can think of nothing to say to make it better, to make their hurt go away. All you can think of to do is to sing Kili a song, an ancient lullaby your mother sang to you when you were small, until he quieted to silent tears and sniffles and little hiccups. You sing to your sister-sons, humming the tunes of old to soothe their tears because you cannot bear to see them cry.

"Who will take care of us?" Fili asks.

"Your mama is still with you," you tell him, "She will take care of you."

"But who will teach us to fight, to be warriors? To be men?"

"I will, " you answer without hesitation, "I will do everything for you now that your papa would have done if he were still alive, but you must not forget him. I am not him. I can never replace him, however, I will treat as I would if you were my own, for you are my blood. For now, please try to go back to sleep. You need rest, Fili and Kili."

"Don't leave, Uncle," Kili mumbles.

"No, don't leave."

"I won't. I'll stay right here with you all night."

"Please, Uncle, sing us another song?" Fili murmurs.

"Of course, my little ones…"

You quickly go through the library of songs in your head until you decide upon one you think suitable. You rumble quietly, "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 a lullaby / Bless you with love for the road that you go…"

It is an ancient lullaby, used to soothe fussy, upset children and infants to sleep, and tonight it sends your sister-sons into a peaceful slumber. You gently put your arm around Fili, curled up at your side, and draw him into your lap with Kili, who latched onto one of your braids in his sleep. Fili's hand seems to seek out Kili's of its own accord, gripping it tightly as though the other would disappear in the night. Oh, my little ones…

You finally fall asleep yourself, your sister-sons safely in your arms.

A/N II: I did actually do a bit of research on how to explain death to children, as I've never had to do it, and I don't remember how it was explained to me when I was small. However, if anyone sees anything wrong, please go ahead and message me so I can change it and make it right.

I hope I didn't cause too many creys.