Disclaimer: I do not own the rights to The Hobbit, book/movie's or any thing. I merely own the obsession that I have for BagginShield...

A/N: Hello every one, and welcome to my very first exploration into the world of Tolkien through fanfiction. For many years I have been in love with the LoTR movies, and have read the Hobbit (I just can't get into the books for lord of the rings...). When I first watched The Hobbit: An Unexpected Journey, I loved it to pieces! Admittedly though, it took me a couple watch through's to pick up on that heavy chemistry between Bilbo and Thorin; but once I did I thought to myself, "Huh, I really want to write a fanfiction for them."

At the time, I had not read the book in at least 7 years so I forgot completely how it ended... so in my ignorant bliss, I started planning a story that would start at the beginning of The Hobbit mixing both the book verse and movie verse together; with some embellishments of my own. My original plot was going to end with Thorin retaking Erebor after Smaug was defeated, and Bilbo decides to go home and blah blah blah angst. Well, I then decided to read some BagginShield fanfiction, so I can learn how to grasp the characters and the world a little better and I came across a great piece titled, Beneath the Mountains Music Woke.

From there, and reading more stuff I came to the heartbreaking realization of Thorin, Fílí and Kílí's deaths in the BoFA...

So, the story changed in my head and grew into a very long and very intricate eventual multi-chapter story. It will be your standard retelling of the events of The Hobbit, through the eyes of Bilbo Baggins, blending the things that I liked from the book and the movie (though you will see how much I prefer the movie over the book). Of course, I will also take some liberties and make up some of my own plot and all that jazz.

In the end, what you can expect from this story is adventure, bonds of friendship, growing romance, heart break, and lotsa angst at the end. If you aren't a fan of the way BoFA ends, I will warn you now not to read my story, because I'm sticking to Canon with this. Perhaps in the future I can toy around with other possibilities, but for now I will stick with what elicits the best emotions from me. And I only warn you now, so you don't get invested in my story, only to hate the way I end it and complain.

So without further ado, enjoy the fangirliness that this fanfiction has evolved into, because quite frankly I'm obsessed with this pairing.

All Shall Fade

Prologue: An Untold Tale

Thin-skinned, knobbly, wrinkled fingers caressed the fine, gossamer mail one final time before handing it over. There was a light, a look of wonder in Frodo's gentle blue eyes; a look Bilbo himself must have had on his care-worn face, all those years ago when he was presented such a finery. A fond smile lifted the heavy creases around the ancient Hobbit's mouth, memories of happier days full of adventure, full of joy, of sorrow and loss...

It was all he could do when faced with these thoughts of yesteryears- smile, and tuck them deep, back into the painful recesses of his heart. Bilbo's fingers twitched instinctively towards his waistcoat pocket, but he caught himself just in time; after all, the reassuring weight of cold, smooth gold was no longer his cross to bear. He idly wondered if Frodo even had The Ring, or if the boy lost it, or merely left it at home for safe keeping.

"Uncle... are you really giving me such a priceless gift?" Frodo's voice was filled with trepidation, and no small amount of shocked awe. Pale, smooth, healthy and young fingers slid reverently along the cool Mithril now grasped delicately in his hands. Big, blue eyes beseeched Bilbo, after such a long pause and no reply. The old Hobbit had to mentally, and almost physically shake himself; creeping thoughts of piercing Blue eyes and haughty speech, a little unwelcome in the face of his Nephew's presence.

For now at least, Bilbo could try and forget about that grand adventure that had changed him so much- he could try to forget about the Lonely King, Under the Mountain. "Yes my dear boy," Bilbo's voice wheezed a bit, a tight weight settling uncomfortably in his chest. "I have no need for it now... besides, it could go to better use possibly saving your life, instead of staying locked away in some chest." Frodo's smile grew even brighter, as he admired that fine, Dwarvish treasure. "Come now, try it on!" The old Hobbit cheered, waving an enthusiastic hand at his Nephew. Frodo did not need telling twice, and soon he was hastily unbuttoning the sleek wooden buttons on his cream colored shirt.

He shucked it off moments later, revealing practically flawless skin; save for the puckered scar that marred his flesh, given to him by a Morgul blade. A hitch of unbridled worry, and anger bubbled in the pit of Bilbo's stomach at the sight- but, that quickly faded when he caught sunlight, glinting innocuously off of a thin, golden ring hanging by a chain around Frodo's delicate neck. His breath caught some where in between his chest and his throat at the sight; the plain, simple little thing drawing Bilbo's undivided attention. It swung back and forth in lazy, hypnotizing arcs as Frodo moved- working on shimmying the shirt of Mithril over his unruly mop of curls, all Hobbit's were known for. After that, there it lay out in the open, innocent and tempting... that silly, simple little ring.

A black tunnel blurred around the edges of Bilbo's vision; not from old age as one might expect, but because nothing mattered when faced with the maddening desire the ring had inevitably provoked within him. Quiet, hesitant, Frodo's voice broke the silence; like popping a bubble devoid of sound. "Uncle... are you, alright?" It took more willpower than the old Hobbit cared to admit, to pull his gaze away from the lustrous shine of gold, and meet his Nephew's gaze- full of concern, and a touch of sadness.

A thick fog mired down Bilbo's thoughts, making him feel sluggish and not entirely there. For a few silent moments he said nothing in reply, trying to gather his wits about him once more. "I'm... I'm fine, Frodo." Bilbo's weary, stormy blue eyes closed heavily; a thin smile stretched across his face, ready to break at any moment. When he opened his eyes again, Frodo was standing much closer, a whisper of smooth skin trailing along the old Hobbit's knuckles. It was a welcome comfort, an anchor to help keep himself weighted in reality- not traipsing off in tangled memories long since passed, like he was ought to do.

Yet Bilbo didn't let it go unnoticed, how close The Ring was to him now; how he could merely reach out, and snatch it in a clawed fist, if he wanted. The urge was great, completely blotting out all else once again, and it scared him a little... and Bilbo Baggins hadn't been truly scared in a long, long time. A few nervous licks to wet his dry, cracked lips before the Hobbit wheezed out, "Frodo... if it isn't too much trouble, may I- may I hold The Ring, one more time?"

A worried crease between his Nephew's delicate brow, marred the boy's innocent features; Frodo's slim digits clasping protectively around The Ring, as he backed away a pace or two. Fierce, unbridled anger and longing ignited like a wild fire, inside the Hobbit's chest- a manic need to claim, to hurt, to take back what was precious. It was a madness, and some where- distantly- Bilbo was aware of this fact. It shouldn't be there, he should have been above it- especially after he had seen so vividly what obsession could do to a person... how it could corrupt the body and mind so wholly, leaving you an empty shell of who you used to be.

Despite the lingering warnings in the back of Bilbo's mind, he quickly lunged forward, toward his Nephew, and more importantly, The Ring; a ferocious snarl, tearing passed his twisted lips. The brief moment before his withered hands could ensnare The Ring once more, a rather vivid and terrifying memory flashed like a vision before Bilbo's eyes. Cold, blustery wind almost howled like a hurricane, even in the warm, sunlit room the two Hobbit's inhabited- the memory was so strong. It was becoming hard to breathe, a claw-like grip tightening around his frail neck; the feeling of weightlessness as he was lifted high into the air, and dangled over a balcony and to his death. It was enough to stop Bilbo in his tracks, the air knocked from his lungs in a grim parody of the time when he had been thrown against the stone walls of Erebor, left to gasp for breath and trying not to fall apart because of the coldness in those vacant, blue eyes.

For a few, panicked moments, Frodo had recoiled from the person he trusted most in the world- breathing hard, and willing himself not to be afraid. Through Bilbo's own haze of half remembered fear, he admired his Nephew's compassion, and ability to try and see the good in everything; even when it might have been kinder in the end, if the young boy lashed out at him, for his foolishness. "I'm... I'm sorry my boy," Bilbo finally managed, his thin shoulders slumping, like the weight of the world had some how settled cruelly upon them. He studiously pulled his heated gaze away from Frodo, his bright eyes going glassy like they always did, when Bilbo went faraway and to a place his Nephew could only guess at. The old Hobbit turned away, no longer able to face Frodo, not wanting the boy witnessing the anguish he knew would be written in every line, and heavy crease on his face.

There was only a brief pause, before Frodo's delicate hand was placed upon his Uncle's trembling shoulder. He didn't say anything, just let the silent action speak for itself- but indeed, it spoke volumes. It spoke of Frodo's kindness, of his understanding heart, but most of all it gave Bilbo the reassurance of his Nephew's unyielding love. Indeed, the comforting weight on his shoulder spoke louder than any words ever could.

—

The sun was just beginning to fade below the line of trees, that seemed to expand onwards from Rivendell for an age at least, when Frodo finally took his leave. Orange and yellow light poured into the spacious room from the open entryway, that led out onto a balcony, giving the Hobbit a never-ending view of green forests and golden skies. Bilbo stood out on the balcony, head tipped back, and exalting in the last remaining rays of the evening sun. The warmth brought a reluctant smile to his face, because for this small moment at least, he could push aside his dark thoughts and bathe in the light.

Today seemed to be a day for memories, the Hobbit thought wryly to himself, as a long faded remembrance came unbidden to his thoughts. Later he would blame this whole ordeal upon the familiar scenery, but in the moment it felt good to think about the past; some thing he tried every day to fight off, each time giving in sooner than he liked to admit. If he listened hard enough, he could just barely make out two voices joined together in harmonious peals of laughter, carried on the wind. The answering thunder of a particularly grumpy Dwarf, quickly following the young Prince's mischievous snickers. An admonishment for the two young Dwarf's sat at the precipice of Bilbo's tongue, a warning of how it was rude to pinch some one's nose while they were asleep; but it quickly died, and he opened his eyes to find himself quite alone.

A tiny, sad smile gave life to Bilbo's lips as he shook his head, knowing how unwise it was to indulge in memories of The Quest. The sun didn't seem as comforting, or warm any more, so the old Hobbit hobbled his way back inside, his heavy gaze focused on one thing, and one thing alone- and this time, it wasn't The Ring.

At the foot of his ornate, wooden bed there sat a chest for keeping his possessions, out of mind and out of sight. It was the same chest that earlier in the day, he had retrieved Sting and the Mithril shirt, to give to Frodo; but Bilbo had quickly shut the lid, before he was tempted to unearth more relics of the past, best left hidden in the dark. He stood before it now, fingers ghosting over the dark, intricately carved wood imbued with Elvish runes and spindly vines. Bilbo heaved a defeated sigh, already resigned to the momentary lapse of judgement and indulgences of his weakness.

With great care, Bilbo lifted the lid to the chest, the creaking sound of unused hinges, filling up the silence. An assortment of things lay within its secret depths, from old clothes the Hobbit merely kept out of sentiment, to the odd bit of Dwarven treasure; but most important of all the keepsakes inside the chest, was the leather bound book he was now searching for. Reverently he lifted the old book, finally bringing its pages out into the open air, in what felt like centuries. A wizened finger brushed softly along the supple leather, tracing the sharp, Dwarvish script inlaying the cover. Bilbo's thin lips pulled up into a tiny smile at the sight, even after all these years.

He could still clearly envision the young Dwarf who had given him such a priceless treasure; could still recall the ruddy copper of his hair, or the faint traces of ink, always smudged somewhere on his person. Yes, even after the many years that passed since The Quest, Bilbo could remember Ori's face more vividly than some of his own family.

After only a moment more, Bilbo slowly cracked open the care-worn spine; his smile widening just a fraction. The delicate, yet confident charcoal lines that lay within the book were so painfully familiar, it almost hurt to look at them. Bilbo's own face, rendered in ink and charcoal, stared back at him from a time, long since passed. He was much younger in that picture, more naïve and unaware of the cruelties of the world. The man in that drawing could still see a light, even in the deepest darkness- he could still believe in a happy ending to every tale. But in the end, like Gandalf had so wisely warned, he had changed; and to this day, Bilbo Baggins could not say if it was for the better, or not.

His legs were starting to throb with a dull ache, right around his kneecaps, a painful testament to the Hobbit's old age. So, Bilbo shuffled slowly over to the sturdy armchair one of the Elves so kindly placed by the desk in his room; it was a nice, comfortable place to sit, while he worked on finishing his book. Slowly, and carefully, Bilbo lowered his weary, aching bones into the plush embrace the chair enveloped him in. With a dreamy sigh of contentment upon his lips, the Hobbit settled himself down for what would be several hours at least. The book now lay in his lap, and with gentle care, he turned the page.

Two Dwarf's resided side by side in this picture, almost identical, lop-sided grins full of mischief gracing the brothers' youthful features. Fílí was on the left, his broader face holding a hint more seriousness and maturity than his younger brother, Kílí. Where the blond brother was stouter with swarthy skin, the brunette was slight- with skin as pale as starlight. The two were as night and day in appearance, with only matching personalities to betray the close bond they shared as siblings. They each had a companionable arm slung around the other's shoulder, and laughter twinkling in their eyes.

A fierce pang of sadness twinged in Bilbo's chest at the sight of the two young, Dwarf Prince's who smiled up at him; and it seemed for just a moment, that they were in the room with him, laughing at one of the Hobbit's many stories he had told them by firelight. Bilbo's fingers touched the drawing gently, running along the length of the paper- his rough skin making a soft rasping sound against the parchment. So young- the Hobbit thought sadly to himself- too young...

Bilbo blinked back the tears that had snuck up on him, in his moment of vulnerable carelessness. And since it hurt so damn much, he decidedly turned the page once more. Balin's sharp, beaky features greeted the Hobbit this time- a pensive look captured expertly by Ori- on the Eldest Dwarf's face. The barest hint of a smile peaked out through Balin's long beard, and Bilbo remembered fondly the Old Dwarf's kindness towards him, even from the beginning.

The rest of the pages revealed his companions in short time. From the fierce and powerful Dwalin- younger Brother to Balin- to the round, kindly face of gentle Bombur. Bifur, an Orc axe stuck permanently in his skull, causing him to speak only the secret language of Khûzdul- looked wild and intimidating. Bofur, with his silly hat and carefree smile, a wily playfulness etched into every line of his face. Next was Nori, a fierce glimmer in his crafty eyes, and then his older Brother Dori- who looked slightly agitated by the world around him, as per usual.

Of course, Ori's own picture might not have been included in the book, after all it was rather difficult to draw one's own self- if not for one of the Mirkwood Elves sketching out the youngest Dwarf. A sheepish smile was upon Ori's face, but it did little to diminish the fiery thirst for knowledge, that always shone brightly in the boy's warm, brown eyes. Oin and Gloin were next, two Brother's full of boisterous good humor, and unfathomable love.

Bilbo inhaled sharply, scrunching his eyes closed as he turned to the next page- a painful clenching in his stomach and heart, making his palms cold and clammy. He tried to breathe as evenly as possible when he opened his eyes, tears welling hotly like he knew they would. "Oh, Thorin..." Bilbo whispered, the name falling from his lips like a long forgotten prayer. Thorin's smouldering gaze stared back intensely, his shapely mouth set in grim determination. The proud Dwarf looked every inch the fierce, and Noble King that he was; and it sent a pang of longing through Bilbo.

The Hobbit's hands began to tremble, so many memories rushing forth all at once- until they became a muddled mess of mixed emotions, and thoughts. Thrilling memories of racing through The Shire, elation at the prospect of adventure spurring him through the winding roads of Hobbiton- quickly melded into cold, agonizing fear as Bilbo riddled for his life within the dark. Rough hands gently cradling his face in the throes of passion, a calloused thumb tracing the sensitive tip of a tapered ear; turned limp and lifeless in his grasp, as he wailed like a wounded animal inside that stifling tent. For every happy memory, there seemed to be a soul crushing counterpart- two sides of the ill-fated coin that had become Bilbo Baggins' life.

He wanted to scream. To cry. To smile and laugh all at once...

It was a little draining, to feel all of those emotions at one time, but Bilbo had spent many years learning how to keep them all in check. Yet... placing his thoughts and feelings in tiny boxes, shoved into the dark recesses of his mind, well- it just didn't sound as appealing today. And as Fate would have it, because Fate was a terribly wicked and wonderful thing, the Hobbit's eyes landed on his well used quill and bottle of ink. He looked between the writing utensils and the book- with so many unfilled pages still in it- in his hands. Some thing clicked then, like a puzzle piece finally finding its place after many failed attempts.

Slowly, still a little unsure if completely dredging up the past was a wise course of action, Bilbo found an empty page and grabbed his brown feathered quill; dipping the nib into the black ink carefully. His reasoning was sound, because the Hobbit was feeling overwhelmed, and when he felt like the world was swallowing him whole, Bilbo Baggins had to write.

He paused for only a moment, to gather his thoughts into some form of semblance, because damn it all, he was a writer! And he was going to give the world a fine tale, the likes of which, it had never seen.

~T.B.C.~

E/N: So, this is where I leave it off for now. If you seem confused just know that this Prologue is merely here to set up the events that lead Bilbo to write down his (true) story. I'm sure if there was real BagginShield in LoTR or The Hobbit; Bilbo would have been very sad to give up Sting, the Mithril shirt, and The Ring- all relics of his Quest, and memories of times spent with Thorin. Yet, he also loves Frodo very deeply, and wants him to be safe on his own journey. This stuff of course, is all purely my head canon and a retelling of events through my slashy goggles.

I will also give fair warning to the fact that this will be a slowburn, and that I may not be a very frequent and consistent updater. I only have the prologue written out, but I do have a rough idea of what I want this story to be, so I will try my very best to push out at least one chapter a month.

So, until next time, I bid you all a fond farewell!