This is my first fanfic based on The Hobbit, hope you like it.

Disclaimer: I do not own The Hobbit

"Sound it out," Thorin instructed his eight year old nephew as the two sat reading a book on dwarven folk lore. Carefully Fili sounded out each syllable, making sure not to miss a letter. Sitting on the floor, playing at Thorin's feet was Fili's three year old brother, Kili.

It was a rainy day in Ered Luin; Fili and Kili's mother had left early that morning to help a friend who recently gave birth to her first child, leaving her sons in her eldest brother's care. Thorin did not mind. He enjoyed spending time with his nephews, and gladly welcomed the opportunity to be in their presence. Though with the recent passing of Fili and Kili's father those moments were now sometimes bittersweet. Thorin cherished the joy of watching the young dwarflings grow and discover the world around them, yet it pained him, as did their mother, that their father was not there to see.

"Uncle Torin?" Kili stood from his spot on the floor; placed his chubby little hands on his uncle's knees, "Where do babies come fwom?"

"Yes, where do babies come from?" Fili repeated the question, looking up from the book.

Thorin looked at the two young dwarflings, their eyes were filled with curiosity as they anticipated his answer. Their stares were all too familiar to him. He knew they were not going to let this one slide. "Well," he hesitated a moment searching for the most honest yet age appropriate answer to their question, "Well, when two dwarves love each other they come together to make a baby."

"I wuv Fiwi," Kili pointed out, "can we make a baby?"

Thorin chuckled lightly, "Fili and you are both boys. You have to have a boy and a girl to make a baby."

"Why?" Fili inquired, "Why does it have to be a girl and boy?"

"Well, see girls have a…um…whereas boys have…um…," Thorin stuttered as he stumbled over his thoughts.

"What do they have?" Fili asked eagerly, leaning in closer to his uncle.

"Well…um…parts! They each have different parts" Thorin beamed, "and together these parts make a baby."

"What different parts?" Kili asked.

Groaning, Thorin threw his head back, "Know what? This conversation is over. Kili go play; Fili back to reading."

"But I want to know what parts tay have," Kili insisted, gazing up at Thorin with big brown eyes. Those sweet eyes, even Thorin could not resist. Pressing his thumb and forefinger to where the corner of his eyes met the bridge of nose, Thorin sighed. How was he going to answer this question? Luckily he wouldn't have to.

"Girls have boobs!" Fili blurted as though it was blankly obvious, "Isn't that right Uncle Thorin?"

"Yes, that's right," Thorin confirmed, hoping that was the end of the topic, so they could return to their previous activities.

Kili thought about it for a moment. Fili's explanation made sense. Their mother was a girl and she had boobs. His uncle, brother, and he were boys and they had none. So that must be it. Satisfied with this answer, and now somewhat bored with the conversation the young dwarfling slid off his uncle's lap and returned to his toys on the floor.

Fili however was not bored and still had several questions, "So, how does the baby get in the mommy's tummy?"

"Fili!" Thorin groaned once more, "I'll tell you another day."

"Please tell me now. Please. Pleeeease!" the boy sat on his knees with his hands folded.

Thorin gave him a sideways glance. Tilting his head slightly to one side, Fili turned down his bottom lip and pleaded with his sparkling blue eyes. It wasn't quite as irresistible as his baby brother, but it was sure darn close.

Thorin sighed, "See the mommy has an egg…"

"Like a chicken egg?" Fili inquired, sitting back.

"More like a tadpole egg, and the daddy has…um…"

"What? What's does he have?"

"Little fish…"

"Wike minnows?" Kili chimed in, still playing on the floor.

"More like very tiny tadpoles. Anyway the tadpoles enter the mommy…"

"How?" Fili asked.

Thorin stopped short. His nephew raised his eyebrows, waiting for an explanation. Of course Thorin couldn't tell him how. He was only eight! He had already said too much! But, Fili's eyebrows remained raised. Frantically Thorin, struggled to come up with an answer. One that would satisfy and get him out of the hole he had dug himself into. Glancing down, his eyes landed on the book Fili and he were reading. The title read: The Awakening of the Dwarves. This sparked an idea in his mind.

"Forget everything I said," he instructed, "Babies come from rocks."

Fili had a complete look of disbelief, "Rocks?"

"Yes the mommy swallows a tiny little rock and it grows into a baby."

By now, Kili had stood up and was once again standing before his uncle, "Mommy says it's not good to eat wocks."

"Yes, but this is a special rock, that only mommy's can eat," Thorin explained.

"But rocks don't grow," Fili corrected.

"I said it's a special rock!" Thorin snapped, startling the two young dwarflings; Kili more so than Fili. The little dwarfling lowered his head, his bottom lip began to quiver and a tiny whimper could be heard.

"Come here, Kili," Thorin scooped the boy into his lap and cradled him, "I did not mean to scare you. Forgive me?" he pulled Kili back and looked into his eyes. Rubbing his eyes, the tiny dwarf nodded. "Good. Now, this conversation has gone on long enough. It's time to go back to playing and reading our book," Thorin set Kili back on the floor.

"But, I'm still confused," Fili was not one to give up easily. Usually his uncle saw this as an admirable trait, but presently it was annoying. "First you say the mommy has a tadpole egg and the daddy has a tadpole. Then you say the mommy eats a special rock that grows. Do you even know what you're talking about?"

Now dwarfs are a proud race, Thorin more so than most, and to be called out by a child was totally unacceptable. However, Thorin also knew the conversation could keep going on forever if he did not find a way out quick. So grumbling, he lied, "You're right Fili. I have no idea where babies come from."

Sighing, Fili shook his head, "Then why didn't you say so? We could've avoided this entire talk!"

Thorin rolled his eyes and threw his head back. He could not believe that was all he had to say. Feeling two little hands on his knees, he gaze down to see Kili before him.

"It's okay Uncle Torin," he assured, "Mommy's had two babies. She can tell you how tay are made."

Thorin dared not say anything. His only thought was their mother could not get home soon enough. Oh, and that Dwalin would babysit the next time.