Previously….

Gandalf moved to Kili's side. He produced a flask from within his travel satchel. "Kili," he said gently. "I only open this flask on special occasions, when I require a little extra… fortitude." He held the silver container out to Kili.

Kili accepted the beverage with a noticeably shaking hand. "Thank you, Gandalf," he said softly. In the firelight, the wizard could see the young dwarf was fighting tears. He took a tentative sip, and winced. "It's strong." He took a longer pull.

"Something tells me it needs to be," the wizard replied gently, taking a sip himself.

Now…

Gandalf's fortitude-in-a-flask delivered in spades. Only not quite in the way Kili had hoped. It made him very, very tired… and very, very quiet. That combination made Fili nervous.

"Are you all right, brother?" he asked Kili, as he readied his bed roll.

Kili took a deep breath and let it out with a sigh. "Aye, Fili. I'm fine. Long day and all that." He looked around for his own bed roll. His dinner, nearly untouched, sat next to him on the log.

"I've set you up already," Fili told him. "Right here with me," the blonde indicated Kili's sleeping spot, between his own bed roll and their campfire.

Despite the dulling effects of the drink, Kili didn't fail to notice that Fili had placed his brother's bed roll for maximum safety. A warm feeling washed through his stomach. "I—I think I've had too much of Gandalf's magic mead," he smiled softly. "I must sleep, Fili."

Fili nodded, and watched his sibling with concern as his usually nimble fingers struggled to undo the buckles of his belt and outer armor. He approached his uncle and the wizard, who were sitting some distance away chatting while Gandalf smoked his pipeweed. The sweet smelling smoke curled up and away into the treetops.

"What was in that drink you gave him?" Fili addressed the wizard. "It's made him nearly daft."

"A draught to calm the nerves," Gandalf assured him, waving a non-concerned hand in Kili's direction. "This forest can make cowards of the bravest of us."

"And fools of the least," Thorin chuffed. "By morrow's eve we'll be quit of this place, and hopefully your brother will have regained his wits."

Fili narrowed his eyes, words he knew he'd regret rising to his lips. "I'll see to him, Uncle," he said finally, turning back to his brother.

"Was that really necessary?" Gandalf chastised Thorin. "You told me yourself the boy has a strong skill when it comes to sensing danger." He tamped more weed into his pipe.

"Aye, and he does," Thorin nodded. He spoke louder than necessary, "Sadly, it isn't tempered by bravery." He took Gandalf's newly lit pipe from the wizard's hand and took a few puffs of his own.

Gandalf began to wonder how well Thorin really knew his nephews.

The brothers couldn't help but overhear Thorin's deep baritone insult.

"'m not a coward," Kili said softly to Fili, rolling his outer jerkin into a square and settling down on his bedroll, using its fur collars as a pillow.

"Brother, you needn't tell me," Fili consoled him. "You're far braver than I am." He lay down facing his brother so that their faces were only inches apart. "You would have said a word against Thorin in my behalf, and I failed to do so. Kili, I'm so sorry," Fili told his nearly sleeping sibling, gentle fingers moving unruly dark locks from Kili's face. "I was awful today. I—I should have defended you."

"Tired, Fili," Kili breathed. "It's forgotten. 'm a' sleep now," he mumbled, owlishly blinking. Kili's eyes were dark and deep.

"Goodnight then," Fili brought their foreheads together softly. "I'll be right here."

Kili smiled, eyes closing.

Fili rolled to his back and noted he could barely catch a glimpse of the stars through the treetops. A few minutes later, his brother's soft voice surprised him.

"And yes, you should have defended me," Kili thwapped him across the chest playfully, then rolled over to face the fire.

Grinning, Fili waited until he heard his brother's breaths even out in sleep before he allowed himself the same luxury.

Hours later, Kili opened his eyes. The campfire had burned down to mere embers and his bladder was making urgent demands. He shouldn't have drunk so much before bed. He sat up, yawning, still feeling the effects of Gandalf's draught to some degree. Thorin and Gandalf were sound asleep, as was his brother. Tossing a few pieces of peat onto the fire so its light would guide him back to camp, he slipped on his boots.

"Kili?" Fili asked from the depths of sleep.

"Just going to water a tree, brother," Kili lay a hand on Fili's arm. "I'll be right back."

"Stay close," Fili replied automatically, though Kili was sure he'd never really woken up at all.

Smiling softly, and moving deftly around his sleeping companions, Kili walked about 20 yards into the brush, keeping the faint orange glow of the campfire in his sights. He found a suitable tree, lowered his trousers and did his business, sighing contently, bracing himself against the tree with one arm. After what seemed like an eternity of pissing, he closed up shop, shivering, missing the warm spot beside his brother. He was relieved that there were still a few hours left before daylight.

Rachne had almost given up, certain the tight knit group of traveling companions had retired for the night. But then, her persistence paid off.

From a distance, she'd thought the group was comprised of an old man and three young girls. But as she drew closer, she realized that the smaller bi-pedes were clearly male. And mature. How curious.

After what seemed like an eternity of waiting, the youngest rose from his spot by the fire and, unaccompanied, left their safety. It was time for Rachne to make her move—swift, sure and accurately.

As he moved to return to his camp, she charged him, the immense weight of her driving into the backs of his thighs. He was shoved violently forward and his head collided with the tree, making a dull thock sound. He staggered backwards a few feet, then his knees gave way and he fell dazed into Rachne's eight waiting arms.

The attack hadn't knocked him unconscious, as she'd hoped. He struggled feebly in the grasp of her forearms. "Uncle!" he whimpered. "Help! F—" It was then that she sank her fangs into the meat of his right shoulder. "No, no, no, no…." he moaned in pain—perhaps denial—as the paralytic took affect. As she savored this small taste of his blood, a single tear rolled down one of his cheeks as he stopped struggling and she knew; he was hers.

Hefting her prize easily, she carried him away to her cave.