Warning: Explicit sex. Viewer must be 18+ to read.

Disclaimer: I do not own Kili, Fili nor any of the characters from the book or movie The Hobbit. I do not make any money from writing this - just pleasurable debauchery! ;)

Fili studied the girl, she looked scared to death. Well, it was her first time being with more than one dwarf. Fili had warned his ever-eager brother not to rush her.

His large hands rose to finish unlacing the soft linen shift she wore. Thick, but agile, fingers made quick work of it, parting the halves of the garment. He caught his breath as his blue-eyed gaze swept over her naked breasts. Full curves and the sharp peaks of her nipples greeted his intense leer before she shyly swept her long hair over slight shoulders to cover them. He licked his lips, smirking as he eyed her. She was mouth-watering, he thought to himself. Simply beautiful.

Slowly Fili lifted the slender straps off her freckled shoulders and slid them down her arms, allowing the shift to pool around her bare feet. Behind him his dark haired brother, Kili, scorched her with his lust filled chocolate orbs. Kili's intense gaze narrowed as they swept her ripe body slowly, his breeches tenting impressively. Kili licked his lips - a mirror image of his golden haired brother's previous action and let out a low, audible growl.

"You are beautiful, lass," Fili breathed, sliding his hands over her hips, up her waistline, and around the curves of her breasts. He lowered his mouth to hers and with one hand caressed her breast, while the other began unfastening the ties of his breeches. Abruptly he stopped the kiss, blue eyes scorching into hers.

"I can not wait to get inside of you," he growled in a low voice.

The girl shuddered as the deep timbre of his voice sent a mixture of fear and pleasure coursing through her body, intensifying her desire.

"Get in the bed," he ordered as he yanked his tunic over his head and began to step out of his breeches.

Obeying, she backed up until she felt the bed against her legs. Sitting nervously on the edge she watched Fili undress. Her wide violet eyes shifted to the swarthy brother fidgeting as he eyed her with growing need. He glanced at Fili, who shook his head slightly. Disappointment and frustration washed over his features for a moment. Then he grinned mischievously at the girl, reaching for his straining cock, releasing it from the confines of his breeches.

Fili quickly shed his remaining garments, cock springing out, hard and ready. He strode over to the bed, and pressing his weight against her he forced her body back upon the bed. Climbing over her, the golden dwarf parted her legs so he could kneel between them. His lustrous silver eyes looked down at her. Placing gentle but demanding hands on her shoulders he swept her long auburn hair up and over them, freeing her breasts to his gaze.

He sighed as he saw her naked chest. Large and firm with stiff tipped nipples. The girl groaned and arched up to him as his warm, callused hands cupped her, thumbs brushing against her sensitive buds.

Kili prowled gracefully over to the bed having already stripped himself of all clothing. Kneeling by the bed he bent over the beauty capturing her lips gently between his teeth before consuming them in a fiery kiss.

Fili smirked as he watched his dark haired brother and the girl battle with their mouths. Lips meshing and parting as their tongues entwined and danced against the other's. Lowering his head, Fili replaced his hands with his own questing tongue, lavishing her breasts. He sucked a nipple into his mouth wetly, biting with teasing nips. The stunned girl arched up, breaking her kiss with Kili, an obscenity issuing from between her lips.

Fili, never letting go of her nipple, grabbed a fistful of tousled hair on Kili's scalp pulling his head to the other breast. Needing little encouragement or instruction, Kili began his own assault to the neglected nipple before him.

The girl mewled loudly, arching against the dwarves. Without thinking her hands reached out to them. Her right hand combed through Kili's wild locks, while the left grappled, becoming entangled in the golden braided mane of Fili.

As Kili continued to apply himself to her breasts, Fili began working his way down her body. He nuzzled her ribs, wet mouth and the cold metal beads of his moustache braids dragging over each rib. He traced her navel with the very tip of his tongue, sucking a circle of little marks on her belly. Nuzzling her small clothes lower he grabbed a handful of them and jerked them down past her hips.

She cried out loudly as she felt the cool air touching where she was so wet and hot. Kili returned to her mouth, his tongue slipping into her as his thick hands continued to roll and lightly pinch her nipples and breasts.

Fili sat back on his heels as he removed her silken small clothes completely. Placing a hand on each ankle, he rubbed up her legs, spreading them wider. Over and over he traced the insides of her legs, each time just brushing her cleft with his fingers. She moaned into Kili's mouth every damn time. Soon her hips arched wantonly, begging for a touch. She was soaking wet, the sweet scent of her arousal filling the air. The dwarven brothers nostrils flared.

Fili pressed his hand between her quivering thighs wetting his fingers. He began to stroke her. The girl was moaning loudly now as Kili swallowed her cries. Fili brought his other hand to her nipple rolling it along with Kili. He penetrated her with his thick digits, grunting at the incredible tightness and heat.

"You are so hot and wet, lass," he ground out.

"I can not help it," she whispered on a half-groan.

His fingers continued their slow torture. "I don't want you to help it... it means you are hot for me," the dwarf prince gritted.

Kili chuckled before returning his attention to her lovely breasts. the dark haired prince worked his way down, shoving his brother out of the way. Fili merely laughed and obligingly moved to let his little brother have a taste.

Kili slid down further until his face was even with the girl's glistening quim. Slipping his hands under, he clutched her lower back and buttocks before lowering his face. She thrust her hips up at him invitingly. He blew on her wet pussy causing her to buck at the cool sensation. Grinning to himself, Kili lowered his head and began to lick and taste her.

Fili looked down at the girl as she arched, keened and thrashed, caught up in the pleasure of Kili's able tongue. She looked up at Fili, hunger in her eyes. Groaning, Fili claimed her mouth - they kissed a hot, open-mouthed, ravenous kiss. He gave her his tongue. She sucked on it.

She bucked her hips insistently and Kili reapplied himself to eating her out, pressing his face tight to her wet center. He thrust his rigid tongue inside her as deep as he could go. The girl suddenly arched her back high, screaming into Fili's open mouth as she exploded, her juices soaking Kili's face as he sucked, licked and swallowed her emissions.

She fell back shuddering and quaking. Kili took a large final lick then rose to his knees, flipping her onto her stomach with ease. And working together, the two dwarven princes began coaxing her up onto her hands and knees. Kili scooted up until he was situated close to her body.

The beautiful girl looked up. Bleary eyes smouldering, and still recovering from her powerful orgasm she locked eyes with Fili.

"Open up, love," he husked while gripping his large cock.

She obediently opened her mouth to accept his large, pulsing organ. Fili hissed in pleasure as her hot little mouth and tongue began to work over his shaft.

Kili watched, entranced for a moment , big hand running up and down his own impressive length. Shaking his dark head as if coming to his senses he ran his free hand up and down her spine before caressing her buttocks.

Grasping her hips on both sides he positioned his cock at her dripping entrance. With an utterly feral growl he slid his entire length inside her, filling her completely, banging against her cervix.

She cried out loudly around Fili's thick cock as Kili began to thrust deeply inside her. Fili shoved his cock in her mouth roughly, muffling her cries of pleasure as Kili began to tear into her in earnest, bouncing her body between the two straining dwarves.

Fili grunted sharply, "Open wide, love - take it all!" And with that his large cock rocked against the back of her throat, gagging her. He wrapped his hands around great fistfuls of her auburn hair, trapping her head in place as he took his pleasure. He pulled out completely, long strips of saliva connecting his cock to her mouth, only to plunge in again and again.

Kili felt an extra gush of lubrication wash over his shaft as he plunged into her and groaned. Dark, chocolate eyes looked up meeting his brother's lust-filled blue orbs. Fili gave him a lop-sided smirk as Kili grinned back broadly before his mouth went slack with pleasure.

The girl cried out at every stroke Kili gave her, only to have her cries muffled by Fili's invading member. Both dwarves massaged her jerking breasts, belly and thighs as Kili took her powerfully, lifting her and slamming his cock in her to the hilt, getting off on her stifled screams. She was so wet her pussy was making squishing and sucking noises as he pistoned in and out of her, his pelvis soaked.

He dominated her thoroughly, his head thrown back as she slipped tightly over his member.

"Mmm, aye, that's it, lass," he groaned. "Mahal, that feels good!"

Dimly, the girl could hear Kili's ramblings as pleasure ripped through her. It was all so, so good. The brutal possessions, the hot, firm caresses, the plunging iron-hard cocks, the grasping hands, the warm bodies pressing in on her.

"Come for me, love," Fili snarled down at her, increasing his pace.

"Aye, come for us, lass!" growled Kili.

The girl jerked her head back, Fili's cock bobbing before her flushed face. She screamed unintelligible words as she felt her orgasm building, choking out an, "I'm coming!" as she teetered on the edge of pleasure.

"Aye, love," Fili grunted, ramming his cock back into her mouth.

Kili continued to pound into her, shifting her cervix, and plowing into that same spot over and over. The girl let out a long keening scream as she clamped down on Kili's cock. She felt herself burst, her release rolling over him as she pulsed strongly around his cock, shuddering. Kili gasped at the pressure and the incredible heat that gushed around him.

She gasped in surprise as Kili left her body and Fili pulled himself from her swollen lips. Kili gently tugged her limp body up to his broad, muscled chest. She gratefully rested her back against his strong body, tilting her head back onto his shoulder. His thick, rough hands ran soothingly over her belly and just below her breasts. Fili watched her with heated eyes as he lazily ran his hand up and down his cock.

Suddenly the blonde dwarf reached over to the bedside table plucking up a small lidded crock. He glanced at it before openly smirking at her. With a flick of his wrist he tossed it to Kili who deftly caught it.

The girl felt Kili shift behind her as he opened the small container and proceeded to thoroughly grease his member with the slippery contents. She realized what was coming when his well lubricated fingers gently began probing her puckered hole. She gasped and squirmed at the pleasurable pressure, rocking her ass back onto his hand. Kili's breath quickened as he felt the incredible tightness squeezing around his thick fingers.

She felt a strong throb in her loins, even though she had just come. She looked at Fili, her eyes hot and uncertain. He nodded smiling at her. "You're wanting something a little devious. You need this." he whispered.

Without warning Kili lifted the girl around the waist and positioned her as Fili lay down on his back. Kili then placed her over Fili on her knees, straddling his older brother.

She trembled with fear and excitement as Fili brought her hands to his thickly muscled chest. She marveled at his beauty as she ran trembling fingers through his coarse, golden body hair.

Kili, his cock glistening and well greased, positioned himself behind her, his knees spread wide, straddling Fili's extended legs. The girl was in a daze of lust, and when Kili gently twisted her head around she went willingly, her mouth meshing violently with his.

Fili watched the two for a moment before positioning himself and sliding into her heated sleeve sharply. She pulled away from Kili's mouth to cry out at Fili's intrusion. He pulled out, giving Kili a nod and winked.

Kili flashed a devilish smile and laughed lowly while rubbing the head of his cock against the sweet little puckered hole. Holding his breath, he began to slowly slide in.

She stiffened a moment before letting out a low, lusty moan as Kili slid fully into her channel. He was such a tight fit. Kili hummed gravelly as the muscles contracted tightly around his cock. He begun to thrust in and out of her, grunting deeply in pleasure. She took him all and Fili re-entered her, timing his stroke to correspond with Kili's withdrawal.

Her head swam as the sensations overloaded her body. The cock in her ass, the cock in her pussy, all thrusting, all hungry, all feeling like pure bliss. Fili sucked, kissed and fondled her breasts as he drove up into her. Kili rubbed her back and buttocks gently while pressing feverish kisses along her back and shoulders, sharply nipping her flesh and languidly soothing the sting with his tongue. He thrust in and out deeply, eventually getting deep enough for his scrotum to slap softly against her.

Fili ran fingers along her jawline, smoothing the hair away from her moist face. His eyes closed in pleasure as her hot, wet mouth captured his digits and suckled them. Both dwarves groaned in ecstasy, the girl completely lost to everything but the intense experience of being taken so completely. Kili increased his speed, burying himself in her tightness, hissing at the sensation of her inner flesh gripping and pulling at his cock. It felt so delicious. Underneath her, Fili gasped loudly as he plunged up into her softness, her juices running down his cock to bathe his groin in her essence.

Fili growled several obscenities in Khuzdul driving into her harder. She keened loudly as the brothers began to pummel her body. The sensations proving to be almost too much and she briefly wondered if she would survive this erotic encounter.

She sobbed as their cocks pistoned in and out of her in perfect sync. Fili leaned up, claiming her mouth, thrusting his hot muscle far into her warmth and wrestled for dominance with her tongue. Kili watched with lidded eyes, almost at his peak. The dark dwarf buried himself deeper causing her to wrench her mouth from Fili's , shrieking shrilly.

"Mahal..." Kili panted, humming deeply as he felt his testicles begin to tighten.

He gave her several hard thrusts, hearing Fili groan loudly before he felt the clutch and shudder of her body giving up another rich release, accompanied by another shrill shriek of pleasure. Unable to help himself, Kili slammed into her and let loose his own load, emptying himself deep in her, clutching her buttocks so tightly he left marks. Leaning over her back he kissed it as he pulsed and shot jet after jet deep into her quaking body.

Fili continued to fuck the girl through she and Kili's orgasms, his little brother feeling Fili's cock sliding against his own through the thin membranes separating them. It was a strange sensation, but not unpleasant. When he was spent, Kili pulled out of her shuddering body. He continue to press kisses along her back for a minute or two before climbing over Fili's legs to collapse on one side of the bed.

Fili abruptly changed their position, laying her on her back , then hoisting her legs over his broad shoulders, he proceeded to pound away at her sopping cunt. She screamed hoarsely into Fili's kisses. Pulling up he smirked, knowing she wouldn't be able to speak in the morning.

His frenzied thrusting became deeper now, slower, harder, deeper... deeper... as the pressure in his testicles built and built. The golden prince hunched over the girl embedding his cock as deeply as he could, howling like a great beast as his eyes rolled up into his head. He came, hard and long, a burst of pleasure and pressure shooting through his cock. He shuddered violently as he held her hips tight against his pelvis, pumping his release into her. Through the haze of passion she could dimly feel the warmth of his seed filling her.

The girl could smell the maleness of him. Of both the dwarves, the essences of their manhood. She came hard, bucking her body madly, and still he held her, forcing the last dying emissions into her body.

Fili fell back onto the mattress, gasping and exhausted, the sheets around them all askew. His cock slid out of her still body. Struggling to focus he weakly pulled himself alongside her prone body. The girl lay where she was, barely holding onto consciousness. Her chest rose and fell, tears of spent passion blurring her heavy-lidded eyes as she took in the sight of the two exhausted and sated dwarven princes.

Fili looked at the young widow on the bed and his chest tightened. The Heir of Durin struggled to ignore it... for Mahal's sake, he and Kili were leaving at first light to travel to a strange place called The Shire to meet with another company of dwarves. And it seemed quite probable that a quest to retake Erebor was a certainty. They would probably never see the girl again. But, hell, he had just been given an extraordinary experience. This slip of a girl taking him to a place he had never visited. Who was she, really? he pondered.

He forced himself up, rousing a complaining Kili as he went. Together the brothers half-heartedly straightened the bedding around the sleeping girl. Kili lifted her, laying her gently in the middle of the large bed. His legs were unsteady and he stumbled as he bent over her. Burrowing her head into the pillow she sighed, stretched and curled up into a partial fetal position facing the dark dwarf. He flopped down beside the girl, turning to face her. Dark eyes studied her long lashes as they curled against her cheeks. Absently he brushed her wild hair from her flushed face. Dipping his head, Kili nuzzled his face against her soft breasts and yawned widely as he listened to Fili rummaging around the room.

Fili staggered back to bed, dousing candles as he went. He smiled in spite of himself as he spotted his baby brother plastered against the girl, softly snoring away. Kili was far from being serious most of the time, preferring mischief making to the rigid diplomacy deemed befitting an Heir of Durin, that which Fili tried to display so as not to disappoint their uncle. But Kili was a true warrior and more loyal of heart than any dwarf, Fili mused. Always eager to please his big brother, Fili knew he could trust Kili in all things.

A loud yawn cracked his jaw as he climbed in behind the sleeping duo. Fili grabbed the linen sheets pulling them up quickly before spooning around the warm, soft body beside him, burrowing his face into the dip between her neck and shoulder.

The young widow slept like the dead, waking only once with her bladder fit to burst. She climbed stiffly over the sleeping dwarves. Shuffling noisily through the room she became aware of the various aches and pains in her body. Her growing need protested the slow progress to the privy. Fili cracked open an eye as he heard her hissing loudly as she relieved her bladder. He chuckled softly to himself.

When he awoke some time later she was bundled snugly between them again. Sighing, he draped his arms about her. As he drifted towards sleep he listened to her even breathing and his brother's soft snoring. The young Heir of Durin felt comfort wash over him and fell into a deep and untroubled sleep.