AN: Okay, this is my very first fic written for the Hobbit fandom. It is very AU seeing as I'm having everyone survive the battle of five armies as well as messing with ages and timelines to let Frodo and the others be in it. I hope you don't mind too much. I'm not sure how well I'll be able to write the dwarves but I hope it will turn out okay. Also I'm not sure how often I'll be able to update this seeing as how hectic my life is at the moment. Anyway, I hope you like it. Please let me know what you think... I'd love to hear from you :)

P.S. For anyone waiting for updates to my Undertale stories... I am working on it. I recently had a death in the family and I needed to get away from those for a little while. I just can't find any inspiration to work on them. However, I am not giving up and I hope that writing this fic will help get me out of my slump for those. I know I'm asking a lot but if you could just be patient for a little longer that would be greatly appreciated.

Disclaimer: No I do not own the Hobbit or the Lord of the Rings. That honor belongs to J. R. R. Tolkien


'How did it come to this?' Bilbo asked himself as he raised Sting once more, panting from exertion and fever as he fended off the orc's blow... arms trembling from the effort.

Had he managed to make it all this way only to be cut down just as the lonely mountain finally came into view? Glancing toward the tree where he knew his small charges to be hiding the lone hobbit summoned what was left of his strength and raced forward... a battle cry wrenched itself from his sore throat as his letter opener collided with his opponent's weapons. If this was how he was going to die then so be it, but he would take as many of the enemy with him as possible! He would protect these children with every ounce of strength that remained in his body, even if it was the last thing he did!

"I'm sorry, Thorin. It looks like I won't be able to apologize after all." With that final thought Bilbo redoubled his efforts, unaware that help was on it's way.

Six months earlier...

"Uncle Bilbo!" Frodo called out as he raced up the path towards Bag End, curls in disarray and mud covering his small frame.

"Dear me... what happened to you lad?" The older hobbit replied as he scooped the child into his arms, it was nearly time for supper.

"Sam and I were playing in his folks' garden and we thought we'd be nice and water the plants for them." He replied, happily clinging to his caretaker. "But we kinda ended up having a mudball fight instead."

Bilbo glanced up the road toward the Gamgee's smial, chuckling quietly as he caught sight of Sam being hosed down by his father in their backyard.

"Well we'd better get you cleaned up. I made your favorite supper, chicken with marinated mushrooms." Frodo let out a cheer as he was carried toward their bathroom and carefully set on the floor.

The fauntling stood there patiently while Bilbo set about filling the tub. This was a nice change of pace. The small boy usually hated bath time and would fight tooth and nail in order to get away. With how his parents died, he couldn't really blame the lad. Even so, Frodo knew that the better he cooperated the sooner he would get to eat. This is why it took less than half an hour to finish and soon the two hobbits were able to sit down to their nice meal as the sun sank behind the hills. After dinner, the older hobbit watched fondly as his nephew played with his toys, memories circling in his head as he read the latest letter from the Lonely Mountain.

Dear Bilbo,

We hope you are doing well. The last we heard from you was that little Frodo had been ill so we have all been very worried for the tyke. Has he gotten over it yet, if not Oin has sent a package of medicine along with this letter which you are to mix into water and have him drink three times a day. He says that should help bring his fever down. It is made of herbs that are only available around Erebor so your healers will most likely not have heard of this remedy. We hope he gets better soon if he hasn't already.

The hobbit glanced at the pack of herbs, realizing the company medic had sent him a large enough supply that it would last quite a while. Frodo had already recovered but he was certain that it would come in handy at a later date. As he set it off to the side a warm smile tugged at the corners of his mouth and he turned back to the letter.

As for us, things have been progressing very quickly. The damage that the dragon caused has nearly been repaired and the economy is booming. Dale is also well on it's way to being the city it once was. From previous letters I am sure you have heard that the members of the company have each been appointed high standing positions in the kingdom as well as making up the new council of Erebor. I had, however, asked the others not to mention what I am about to say. I wanted to wait for the perfect opportunity to bring this to your attention.

Bilbo frowned, up until this point the letter had seemed friendly and heartwarming but here it seemed to turn more formal. The fifty-two year old could tell that what was to come would be important and he found himself paying extra close attention.

Now, when I said that everyone in the company had been offered positions in the court I meant everyone... that includes you laddie. Thorin had wanted to ask you to stay in Erebor and become the kingdom's ambassador. That would mean that it would be mostly you who dealt with the elves and men on important matters as well as helping establish treaties if the need arose. However you had already left before his highness got the chance to ask you. Thorin had been adamant that we get in contact with you immediately so that you would be told but I convinced him to wait for the time being. However, I feel that now is as good a time as any to bring this to your attention. From what you have revealed in your letters the Shire has been less than welcoming since your return. In fact, the only reason we can perceive that you stay is because of Frodo and the other youngsters that you've told us you've taken a liking to. I'm not saying you should up and abandon the home you have to travel halfway across middle-earth, for the second time, and settle down in a mountain you barely have set foot in. No, I just wanted to let you know that the offer stands. Now or later it won't make a difference, you'll be welcome here whenever you decide that you're up for another adventure. I suppose that I've gone on for long enough now. We hope to hear from you soon, Laddie. Take care.

Your friend,

Balin, son of Fundin

Bilbo didn't know what to say to that. Sure he had been a bit lonely since his departure. If not for Frodo he may have decided to visit Elrond in Rivendell or maybe Beorn. He may even have decided to return to the Lonely Mountain. But he had a hobbit faunt to care for and the wilds were no place for that. He knew how dangerous the wilderness could be first hand and so he had stayed put in the Shire, where he knew it would be safe to raise his darling nephew. The poor boy had already suffered too much in his young life. Even so, this letter made him think back on all that had happened in the last two years.

He had stayed in Erebor only long enough to know that the king and his heirs would survive before heading back to the land he'd once called home. It was with a heavy heart that he left his adopted family behind but. Even though he'd been forgiven by the company, there were many a dwarrow who refused to trust him and the last thing the hobbit wanted was to make problems for his friends. He was also unsure of how Thorin would react. Sure the king had forgiven him when he'd believed he lay on his deathbed but now that he was on the mend Bilbo didn't wish to push his luck. He had no way of knowing if the gold sickness would return or not. So, instead of facing the dwarf he'd once loved, he'd left the lonely mountain and headed home... planning on living a peaceful life though maybe with some smaller adventuring thrown in to stir things up every once in awhile.

Soon after returning to Bag End one of his relatives had shown up on his doorstep with a young, orphaned Frodo in tow. The poor boy had recently lost his parents and had since been passed from one family to another with no one really bothering to take the child's feelings into consideration. They only cared about the extra mouth they had to feed and, as soon as the opportunity had presented itself, had passed him off like a secondhand pair of clothes. Bilbo felt for the poor fauntling, the lad was barely ten summers old, and had taken him in without a second thought. It warmed his heart to see the shy little imp that the boy had first been turn into the adventurous scoundrel he now knew. Nowadays it seemed as if Bag End was always filled with the sound of little feet running around. Besides Frodo there were three other youngsters that frequented his home. Two were distant cousins of the lad and by extension himself... Meriadoc Brandybuck and Peregrin Took (ages nine and eight respectively). As for the other, he was the son of Bilbo's long time friend and gardener and also Frodo's best friend... Samwise Gamgee (age ten).

Time seemed to fly and, though he missed the company dearly, at least he was not alone. The last couple of years had been filled with much happiness and yet the dwarves of Erebor were never far from his mind. He received letters from many of them of course, including a very short missive from the king saying that he was welcome to return if he ever so felt like it. It was blunt, impersonal, and Bilbo couldn't help feeling that even after all this time Thorin may hold a bit of resentment towards him for what he'd done. That couldn't be helped though. That dwarf was one of the most stubborn creatures he'd ever known. So instead, he had written a quick 'thank you' letter and settled in to watch the boys play. Now, though, as he read more of what had transpired in his absence... he couldn't deny that his heart yearned to return to the mountain. He wanted to see his friends, he wanted to see Thorin, even if only to apologize once more and maybe mend the rift that had formed between them due to his actions.

"Uncle Bilbo, what's wrong?" Frodo asked as he clambered up into the older hobbit's lap, placing a warm hand against his face.

It was then Bilbo realized that a few tears had managed to escape his eyes and were currently trailing down his face. He swiftly wiped them away before turning a sad smile on the small boy.

"Nothing's wrong sweetling." He reassured, patting the faunt on the head. "I just miss my old friends. I haven't seen them in nearly two years after all."

"You're talking about the dwarves you went on that adventure with aren't you uncle?" The lad questioned, excitement shining in his blue eyes.

"That I am. I was reading the latest letter they sent and it made me a little emotional." The elder Baggins revealed with a sigh. "I'm sorry I worried you, Frodo my boy."

"That's okay." The child replied with a yawn as he slowly rubbed at his eyes with a small fist.

After carefully setting the letter aside Bilbo rose to his feet, his nephew still securely held in his grasp.

"I think it's somebody's bedtime." He declared, slowly walking toward the boy's bedroom.

It took only a few minutes before the youngster was all dressed in his nightclothes with the older being tucking him into bed. Bilbo leaned down, gently placing a kiss to his forehead before turning to leave. Just as he reached the door a small voice called him back.

"Uncle? Can we visit Erebor?" The little boy asked hopefully.

A wistful look crossed the elder hobbits face as he answered. "Maybe someday, Frodo... when you're older."

That night as he lay in bed, Bilbo thought of what it would be like if he were to return to the Lonely Mountain together with his precious nephew. He was certain that the dwarrows would all fawn over his boy. He knew how his friends race cherished children above even the most precious of jewels and was positive they would spoil Frodo rotten. The former burglar fell asleep with a smile on his face, his dreams filled with the happy faces of his nephew and friends.

A few days later he was awoken in the middle of the night by harsh cries that sent shivers down his spine. It had been nearly two years since he'd last heard that sound and he was loath to think of the foul beasts that produced it. The sound came again and Bilbo knew there was no mistake... wargs were in the shire... and that could only mean that orcs were as well. The small being launched himself out of bed and rushed toward his nephew's room, protective instincts on high alert as he scanned for any immediate danger. Finding none, he let out a sigh of relief. The howls sounded as if they were still a fair distance away, towards Bindbole Wood if he had to make a guess, and he prayed that they would have enough time to escape before the creatures reached Hobbiton.

Entering the room, Bilbo moved quickly to the younger hobbit's side, shaking him awake before racing around the room to gather some of the child's clothes and toys into a small traveling bag.

"Uncle?" Frodo spoke up, sluggishly rubbing sleep from his tired, blue eyes. "What are you doing?"

The elder being returned to the boys bedside, a sturdy pair of clothes and warm cloak held in his arms which he swiftly helped the child into.

"We're going on an adventure, my lad." He explained, not wanting to scare his nephew.

"Are we going to Erebor?" The black haired child asked enthusiastically, bouncing up and down as the elder hobbit helped him with his pack.

"Yes, that is exactly where we're going." Bilbo confirmed, knowing it was the only place he would truly feel safe bringing his nephew.

"But you said..." Frodo started, only to be cut off by his uncle.

"I know what I said, but things change." He replied, a little harsher than he'd meant, and was thankful that the boy didn't pay it any mind. "Now, I need you to stay by my side and be very quiet... can you do that?"

The fauntling nodded, excitement shining on his now wide awake face as the two hobbits walked swiftly back to the master bedroom. Here Bilbo hurriedly packed his own bag and dressed in his most durable set of clothing. The mithril shirt was securely tucked under his tunic while Sting was secured to his waist. He also had several knives with him which Fili had gifted to him before he'd left Erebor. The young dwarf had done a good job teaching Bilbo how to utilize them and, over time, the hobbit had become very skilled in the art of knife throwing.

Their next stop was the kitchen were the hobbits set about procuring as much food as they could carry and that wouldn't spoil, before heading into the den to grab the last few items that Bilbo wished to take with them.

"Okay, I believe that's the last of it." The gentlehobbit said as he carefully stuffed his unfinished book, Oin's medicine, and the letters his friends had written him into the bag before taking Frodo's hand in his own as another howl rang out... this one much closer than the last. "It's time to go!"

The elder Baggins led the smaller being through the green door and was met by a frenzied crowd of hobbits milling about in the cool, night air... seemingly awakened by the same howls that had woken Bilbo. Nearly immediately his gathered neighbors stopped what they were doing and stared at him. Upon noticing the traveling clothes, as well as the small packs that each of them carried on their backs, they all rushed forward shouting questions. There was such a racket that poor, little Frodo covered his ears to shut out the noise.

"Please quiet down everyone." Bilbo yelled, trying to gain their attention but barely any listened to his pleas.

He sighed deeply before gathering his breath and yelling louder.

"If everyone could just SHUT UP!..." He paused, waiting for the din to cease.

The formerly respectable hobbit couldn't help the low chuckle that managed to escape his lips as everyone stared at him completely dumbstruck.

"Thank you." He stated, choosing to ignore the few who were whispering about how rude he was. This, after all, was no time to hold onto hobbit etiquette. "Now I know you have questions but there isn't much time so I'll get straight to the point. Judging by the howls, I'd say there is a swarm of orcs and wargs less than an hour away from here."

At this, panicked whispers started up and he was forced to wait a few moments as they subsided.

"They seem to be heading this way from the direction of Bindbole Wood and I can assure you that they will not show mercy once they are here. I have faced these creatures before and they are the most evil and vile beings I have had the displeasure of meeting. I greatly urge each of you to return to your houses and pack the bare essentials before fleeing this place for somewhere safer." Bilbo declared, taking hold of the faunt's hand once more. "Now, if you'll excuse us, Frodo and myself have places to be. Come on, lad."

He pushed his way through the crowd, being careful not to lose his nephew in the thick of it, but was stopped at the edge of the group by a familiar face. Hamfast gave a sad smile as they solemnly moved down the hill towards the Gamgee smial. The trio stopped just outside the gates where they would be able to hear each other over the commotion. Barely a moment later Bell rushed out the door and placed herself at her husband's side, worry clearly visible on her face.

"Mr. Baggins do you really think those monsters will be showin' up here..." The gardener trailed off, wrapping his arms around the hobbit woman protectively.

"Yes, Hamfast, I do." Bilbo revealed, a pained look filling his eyes. "And it'll be a slaughter. Please, my friends, you must gather you're family and leave this place. I would hate to hear that you've all been killed."

The other hobbits were quiet for a short while before their eyes filled with determination and Bell shook her head resolutely.

"I'm sorry, Mr. Baggins, but we can't just abandon our home." She said, voice filled with conviction. "We'll stay here and do our best to hold out until help arrives. I know we won't be able to fight but many of the older smials have secret cellars. We can stay in there until things blow over."

Hamfast nodded in agreement. "We should have enough food for a month, more if we ration it."

"Very well, if you're sure..." Bilbo said reluctantly, carrying on at the confirmation. "I guess we should be heading out. The sooner we leave, the more distance we put between ourselves and the orcs."

Just then young Samwise rushed out the door from where he'd been hiding, having woken up a few minutes earlier. He startled the adults as he raced forward and latched onto Frodo... hugging the other child tightly as tears trailed down his cheeks.

"Are you really leaving, Frodo?" The ten year old asked, sniffling miserably. "I don't want you to go! You're my best friend in the whole world!"

By now Frodo was also fighting back tears as he gripped the other boy just as desperately.

"You're my best friend too, Sam." He replied, finally losing the battle and letting out a heart-wrenching sob.

Bilbo and the Gamgees looked at each other sadly before coming to a silent agreement. Liquid filled Bell's eyes as Hamfast approached the fauntlings and knelt beside them.

"Son?" He spoke up, effectively drawing the children's attention. "How would you like to go an adventure with Mr. Baggins and Frodo?"

The blonde child's eyes widened as he looked between his parents. It was several seconds before he was able to speak.

"But... but what about you? What about the others?" He questioned, referring to his brothers and sisters.

"We'll be just fine... don't you worry none." His mother comforted, wrapping her arms around her son in a tender embrace. "You just go and have fun. Maybe you'll even see those elves you've been going on about."

"It's okay?" The youngster asked, uncertainty shining in his watery, blue eyes.

"Yes, it's okay." His parents responded, smiling warmly at their youngest son. "Just promise us that you'll be good and listen to Mr. Baggins."

"I promise." Sam agreed, hugging his folks tightly.

A short while later Hamfast went inside to fix a pack for his son. When he returned the gardener carefully placed the straps over the boys shoulders before ruffling his hair lovingly.

Bilbo watched silently as the his friends bade their son goodbye. He was worried about the other Gamgees staying behind but was glad that Frodo would have a companion for the journey. Moments later it was time to leave. The howling was growing ever closer and he wanted to make it to Brandy Hall before midday tomorrow. They would stop there for a few hours. Just long enough for the boys to rest and grab a bite to eat while he sent a message to the Thain. Then they would be setting off for Bree where they'd hopefully be able to purchase a cart and pony as well as more supplies.

"Come now boys, time to go." He called as Sam stepped away from his parents.

"Are you certain you won't join us?" Bilbo asked the other adults, hoping to convince them otherwise.

"We'll be stayin' here." Hamfast replied, taking hold of Bell's hand. "This is our home. It may not be much but it's all we have and we couldn't bear leaving it."

Bilbo nodded, refusing to let the tears fall as he thought of what could befall his only close hobbit friends.

"Very well." He yielded, beginning to herd Frodo and Samwise away. "I'll be certain to send help as soon as possible. I pray for your survival, my friends."

"And we yours." Bell replied, wiping at her eyes with the sleeve of her dressing gown. "Please... take care of my little boy."

"You have my word." Bilbo vowed, knowing that he would lay down his life for either of the children in his care. "We are going to head for Erebor. I have friends there that will take us in. If... if you..."

He trailed off, unable to express his fears as his gardener placed a calming hand on his shoulder.

"We'll be sure to write you when it's safe." The other male said before continuing in a softer voice. "If not... I want you to raise Samwise as if he were your own."

Not able to muster the words, Bilbo gave a sharp nod, grasping hands with his friend in silent agreement. Glancing over his shoulder, the hobbit let out a sad sigh as he cast one last look at Bag End. This was likely the last time he would ever lay eyes on his childhood home and it pained him that he couldn't take more of his parents belongings with him. In the end though it didn't really matter. He had Frodo, and now Sam, to look after and he would do his best to protect them. They were more important than any material possessions ever could be. A few moments later Bilbo turned and walked down the moonlit path, Frodo and Sam holding tightly to his hands as a few tears trailed down their small faces. He knew that they were afraid, he could see it in their eyes even if it was slightly hidden by their excitement. The Shire was the only place they had known and now they'd been forced to flee, leaving it all behind in order to set out on a dangerous journey. Bilbo could only hope that when they finally reached the Lonely Mountain that they would find a place where they'd be safe... a place they could once again call home.


AN: Thanks for reading! Please let me know what you think :)