DISCLAIMER- This fic disregards the ages in which some of these people originally lived. Meaning, I will be using the cast of LOTR as well as the Hobbit to fill out the cast ranks. So if you see names that probably shouldn't be there because of the original story's time difference, do not be surprised.


Dis

Dis sat by the window, watching the snow pile up in the courtyard outside while her youngest son swatted at Ser Dwalin with a wooden sword. Her oldest had wanted to have a crack at it as well but Dis sent him off to lessons, much to his dismay.

"You are next to be lord of Winterfell." She reprimanded Fili crossly. "As such, you WILL sit with Maester Balin and you WILL learn." There was no room for argument. Fili trudged off with muttered complaining.

Now Dis sat alone, her lap and the floor strewn with parchment while below, Dwalin easily parried Kili's strikes. Her thoughts reeled. There was so much to worry about. Thorin was two years gone, her Lord husband had gone to King's Landing only a few months ago, taking half of their household with him and now she was tasked with seeing to Winterfell. Not alone, of course, but Frerin had been consistently unreliable in the ways of lordship. He preferred to ride off and hunt or adventure around the countryside, leaving much of the actual RULING to Dis.

She tutted, tapping the paper with a long, elegant finger. Men. Always thinking of fighting and war and their blasted honor. War never fed families. Honor never helped mothers birth their young. Fighting never helped when people froze in their beds from the cold. Dis stood with a rustle. The clack clack of wood against wood continued from the courtyard. She had bigger things to worry about than her honor. Winter was coming and it promised to be the coldest and harshest they had seen in years. Dis spared no time in preparations. Food was constantly coming into Winterfell and its surrounding villages and while they did not have the bounty of Highgarden, they were making due as best as they could. Dis made sure to see to that.

Rumors began to reach her ears that were far from her liking. Some turmoil in King's Landing. And her husband's recent news about the death of the King's last Hand. He worried it was murder.

Murder and intrigue at court, Dis had written back, words dripping with sarcasm, perish the thought, love. But the news had worried her. Also because she knew full well what her husband would try to do. He would try to investigate, of course. Please be careful, love, she had written in her last letter. King's Landing is a dangerous place and no amount of honor will save you if you cross the King, he is not a kind man. In truth, Dis had met King Denethor only once. He had an unpleasant smile and even more unpleasant disposition, especially when it came to his sons. Or son. His youngest boy, who could not have been but a year older than her Kili. He had such kind, sad eyes, Dis recalled, leaning on the sill of her study window.

Kili stumbled over his own feet and went toppling in the mud, much to Dwalin's combined amusement and exasperation. Dis turned away, gathering the fallen parchments and shoving them in a giant pile on her desk. She could never have imagined treating her own precious babes the way Denethor had treated his youngest son.

"What a cruel man." Dis muttered with a grimace before throwing on her furs and gathering up her skirts, sweeping out of the room in a hurry. All these thoughts had made her want to spend time with her children. Kili was closest.

As Dis appeared at the courtyard, Kili grinned wide. "Mother!" He cried over to her and got thwacked in the arm by Dwalin.

"Pay attention, Kili." She laughed softly as Kili made a blubbering noise and tried to throw himself at their Master- at-arms. He failed and tried again before finally giving up and throwing his wooden sword into the snow covered ground to run over to his mother. As he threw his arms around her waist, Dis laughed, Dwalin grumbling as he scooped the sword from the snow to stroll over.

"How fares the training, Ser Dwalin?" She asked as he joined her while Kili's face remained buried in her stomach. Dwalin grunted, rubbing a gloved hand through his impressive mustache.

"It...fares, m'lady. I'm starting to think swords are not for him. "

"No progress?"

"Er... how can I put this mildly..?" Dwalin grunted. Kili whined into his mother's skirts.

"I don't like swords. They're too heavy. I wanna learn to use a bow."

Dwalin bristled. "Bow's are no easier, little lord." He tried but Kili finally tore away from his mother with the most impressive pout a twelve year old could muster. Dwalin peered at Dis.

"My lady?"

"I see no harm in him trying."

"Unless he shoots himself in the foot."

"Well, Dwalin, YOU are our Master-at-arms. See that he does not." She laughed, ruffling her son's messy bird's nest of hair as he grinned wide.

"Really, mother?"

"Really. But I'd say that's enough for today. Tomorrow, darling. Now come. Let us go harass your brother." Kili whooped loudly, disentangling himself from Dis and bolting off for the castle. Dis did not follow right away.

"How do we fare, Dwalin? Be honest."

"Our defenses and forces leave something to be desired, my lady." Dwalin bristled into his mustache. "They've sent me useless yellowbellies to train. If your lord husband is right, we need more men."

Dis frowned, nervously toying with a strand of her black hair. "I hope he doesn't do anything foolish."

"You think he's right?"

"It is my fear. I pray to the Gods he isn't. And really, the Hand was an old man. It is definitely possible he simply died of old age." But she didn't sound convinced. Dwalin's face echoed her doubts.

"My lady, if he IS right and this was murder, he could be in danger." Dis said nothing. Surely, it would be alright. He had taken many of the strongest Northmen with him.

"Gods be good, he will be alright." She said instead, before taking off to follow her son. Dwalin fell in step with her. "What of Fili's progress?" Dis asked instead.

"His progress with swords is better than Kili's. He seems to like dual wielding. We'll make a fighter of him yet." Dis smiled, spotting Kili waving frantically at them down the hall and she sped up to join her son. No sooner had she caught up to him when he threw the door open to Maester Balin's chambers and launched himself at Fili.

Fili bawked loudly, almost falling out of his chair and laughing as he caught his younger brother while Balin almost dropped the book he was holding. Dwalin couldn't help but laugh. Spotting Dis, the Maester bowed low, his heavy chain clinking under his pure white beard.

"My lady."

"I've come to free you from the menace of my son, Maester Balin." She smiled and Balin laughed good naturedly.

"He would see it as you freeing him from me." He chuckled, rubbing a hand over his beard while Dis smiled, watching her sons wrestle. Fili was winning, simply because of his size.

"Fili, Kili, enough. Come." Dis said after a few moments of watching them, her stern tone not belying the smile on her face as her sons disentangled from one another. She bid Balin and Dwalin a good day and swept off with her sons. It had been a long day of preparation and worry and now Dis needed time to just be a mother.

Yet worry still itched at the back of her thoughts. King's Landing and the murdered Hand of the King. Nothing good was going to come of this, she could just feel it. Maybe, just maybe, the smart thing to do in this case, was to actually go to King's landing. Make sure her husband did not do anything foolish.

But that would mean leaving Winterfell to Frerin exclusively and Dis was still unsure if she could do that and leave her sons for an extended period of time. Yet Maester Balin would be here. He could look out for them all...

Watching Fili and Kili run ahead, Dis felt her fingers tighten on her skirts as she walked. She needed time. Time to think. It was important that... Her thoughts broke off just as a snowball hit her in the shoulder. There was a burst of giggling from the nearest snow pile and Dis, forgetting all dignity that came with being a highborn lady, chased her sons around the yard with snowballs in hand.

There would be time to think later. These monkeys would rue the day they thought they could beat her in a snowball fight.