AN- This is something I wrote when I couldn't sleep last night. It's not meant to be serious by any means, just silly and for fun! I hope you like it! I was really nervous to post it, I haven't posted any fanfiction in years!

Chapter 1

"Kili, for the last time, I'm too tired to play that game with you. Besides, aren't you a little old for it now?" Fili turned his back to him and took out his pipe, "Dwalin, got anymore pipe weed?"

"Have you gone through all of yours already?" Dwalin grumbled, reaching into a pocket and tossing a bag to Fili, "What will your mother say if she finds out?"

"Come on, Fili, this is the perfect time for playing it!" Kili sat himself down in front of his brother, "Please?"

Fili sighed, looking at his younger brother's face, he could never resist that pleading look Kili would make with big brown eyes, "Fine, let's play…not like you'll leave me alone until I do."

Smiling smugly Kili rubbed his hands together, "Alright, I go first!"

"You always go first!" Fili objected.

"That's because I'm the youngest and that's one of the rules. Hey, Ori, get over here," Kili called across the fire, "Stop writing everything down that we say and do and join the fun for once! Who knows if we'll survive, we might not get another chance!"

Ori nodded but continued to write for several moments more until he was finished and then got up to join Fili and Kili, "What game are we playing?" He asked quietly as he motioned for Nori to join them.

"The best game," Kili couldn't help but let out a gleeful laugh, "Truth or Challenge. And this is the perfect place to play it!"

As the words left Kili's mouth a large owl let out a rather ominous sounding hoot and something with too many legs scurried a little too close to the ring of dwarves sitting around their meager fire.

"Are you sure about that, laddie?" Bofur asked, taking his pipe from his mouth, "Mirkwood isn't exactly the best backdrop for much of anything other than things that go bump in the night. And day, too, if you think about it. It always seems like it's night here…and I felt too many eyes on us earlier as we entered the forest..."

"Oh, let the lads have some fun," Thorin sighed, "Why don't you join them, Bofur? You're the one who started him on this game. I've had to suffer through-" Thorin paused seeing his youngest nephew's eyes grow wide with hurt, "I mean enjoy, yes, I've had to enjoy nearly sixty years of this game."

"Well, enjoy the game with us once more." Bofur said and got up to join the young dwarves.

Thorin looked around, "I can't because…I'm on watch right now and-"

"No, Thorin, you're not. I am, remember?" Balin said with a smile, "Go ahead and play the game, you could use a little fun."

"I think I'll play." Bilbo said and joined the others, "I think it would be a good way to take my mind off this horrid place. Besides, hobbits love games and I've never heard of this one."

Thorin shrugged, "Well, if the burglar is playing…I might as well join in." He took a seat beside Fili.

"Alright…" Kili began, "I'll go first."

"Wait, how do you play?" Bilbo asked suddenly.

"Someone asks another to pick truth or challenge and if it's truth they have to answer any question, if they pick challenge they have to do whatever the person tells them to do." Fili explained.

"Thorin, who are you most proud of?" Kili asked suddenly, "Me or Fili?"

At that Fili let out a groan.

"What kind of a question is that?" Thorin demanded, "Not to mention I didn't even pick truth or challenge! I'm not answering that."

"Then you pick challenge? You have to take ten steps into the woods and wait there while you count to one hundred." Kili said.

With a huff Thorin got to his feet, "This is the last time I play this game...dwarflings on a quest...got roped into playing their silly childish games in the woods…if something happens to me out there..." He drew Orcrist from its sheath and started counting as he walked into the forrest. After only four steps he was completely out of sight, swallowed up by the inky darkness.

"I'm not sure I want to play anymore…" Bilbo squeaked.

"Then only pick truth, that way you won't have to do any of this stuff." Bofur said with a reassuring smile.

"Hey Ori, you better write all this down." Nori said, "We could use it as blackmail later if need be."

Ori nodded and wrote several lines in his leatherbound book before looking fearfully to Nori, "We can't even see him anymore. What if something happens to him out there?"

Fili shot Kili an angry look, "He's right. What if something does happen to him?"

Kili looked nervously into the gloom, "How long has it been?" He asked quietly.

"Not too long, he couldn't have counted to one hundred yet." Nori said.

The dwarves and hobbit all exchanged uneasy glances, "It's all fun and games until you get Thorin killed or snatched up by some creature in the woods..." Ori whispered.

Nori nodded in agreement and then said, "He would probably haunt us for getting him killed like this. Maybe you should tear this page out to appease him."

With a shake of his head Fili said, "Us? We didn't do anything, Kili did. He would haunt Kili. Leave it in, Ori!"

"I don't believe in ghosts..." Kili said unconvincingly.

They sat there, straining to see into the darkness that surrounded them. There was a scurry of feet to their left and Ori jumped and moved closer to Nori. Fili's hand went to rest on his sword. Another hoot of an owl and Bilbo shivered, moving closer to the group.

The owl let out a loud screech and the crunch of little bones was heard, most likely a rat or other small creature becoming dinner.

"It's been too long!" Kili shouted, "What have I done?" He grabbed his sword and looked around frantically.

"No, it hasn't been too long, laddie," Dwalin said as he looked up, "You know Thorin was never very good with his numbers. You'll be waiting a while longer." He grinned and slowly the group began to relax, if only a little. If Dwalin wasn't worried, they shouldn't be. Bilbo thought he heard a low growl somewhere nearby but he wasn't quite sure.

"What are you talking about?" Fili began, his brow knit together, "Thorin has always been good with numbers. I think you're thinking of Kili."

"Hey, I can count!" Kili shouted.

"Yeah, you finally learned..." Balin spoke up from the other side of the fire, "After hours upon hours of lessons..."

"I think it's been long enough." Bilbo spoke up, worry was evident in his voice and his eyes were round with fear, "I think someone should go after him."

"Yes, you're absolutely right." Kili agreed, nodding his head vigorously, "Don't forget to take a torch when you go."

Bilbo gaped at him, "Are you…are you serious? Don't you remember what happened the last time you tried that? Well this time, you're coming with me."

Just as Kili was about to say something he felt something grab him from behind and with a scream of pure terror, he jumped to his feet, wielding his sword wildly. Dwalin was on his feet in an instant, axe at the ready, "Get your hands off him, you foul beast!"

"Beasts?!" Gloin shouted and shook Oin awake, "We're under attack!"

Bombur grabbed his ladle and the company was about to rush to Kili's rescue when the sound of Fili's laughter was heard as Thorin stepped into the firelight, his hands gripping Kili's shoulders, "Foul beast? And you think I can't count?" Thorin gave Dwalin a look that would have cowed lesser dwarves. Turning back to Kili, Thorin said, "You almost took off one of my braids, lad. Now let's see, according to the rules of this game, it's my turn."

A very pale Kili swallowed hard as he sat back down.

"Kili, what do you choose, truth or challenge?" Thorin drawled out.