Wow, that was a great response for chapter one, thanks! J I hope very much that this chapter is not a let down.

Just a quick note, I have no idea about dwarven ageing etc, and I researched for a while so I am going with what I feel fits best. This chapter is rather Fíli/Kíli/Thorin FAMILY related, this story will focus on others as well though.

Also, there will be no slash, or other romance in this story, sorry to any who wanted any :(

MINOR POINT : Going with Frodo's age in the film he seems very young, but Merry is younger and Pippin is the only one not of age, so I'm just going to write Frodo as about 36 in hobbit years for the cohesion of this story.

This chapter is named after When We Were Young, by Take That, as is the extract from the beginning. That, and the Hobbit, I do not own.

Read. Enjoy. Review.

Chapter Two # When We Were Young #

"When we were young the world seemed so old

Careless and cold

We did what we were told in our lives

When we were young

Had the world by the tail, good would prevail, star ships would sail

And none of us would fail in this life

Not when you're young

We were drawn to whoever could keep us together

And bound by the heavens above

And we tried to survive

Travelling at the speed of love

Wooaaah when we were young

When we adored the fabulous

Wooaaah when we were young

We were the foolish fearless

Never knowing the cost of what we paid

Letting someone else be strong

Wooaaah when we were young" –Take That, When We Were Young

"NO!" he screamed as Thorin fell, arrows from every direction finding their mark around his torso. "Thorin!"

He ran towards his uncle, vaguely aware of Kíli on his heels. Of course he was. Kíli followed him everywhere.

Fíli's heart pounded painfully in his chest as an orc raised its filthy axe over Thorin's head. With his most ferocious battle cry yet he swooped in and beheaded the creature as quickly as he could. Even as he did so, he saw Kíli slashing at - and destroying - two others.

But a dying dwarvish king was too great a prize for any orc or warg to resist.

As they tried to protect Thorin, Fíli and his brother were bombarded with enemy after enemy, and Fíli focused on nothing other than slashing and chopping at each one of them. Until something stole his focus.

A scream.

He whirled in slow motion and horror as Kíli's chest was pierced by not one, not two, but four arrows at once.

As his little brother fell, all that Fíli could see was the fear in his eyes, all he could hear was the resounding echo of shock and pain that had filled Kíli's voice as he cried out.

"No!" Fíli cried as Kíli fell on top of Thorin, still trying to shield him. "Kíli, Kí-"

Shock filled him as an outstanding agony pierced his stomach. He looked down in shock at the spear thrust through his midsection.

He stumbled back, falling on top of his uncle, next to his brother. He turned his face towards Kíli, struggling to breathe. His little brother's eyes flickered with dazed recognition.

"Fí-li…" the younger brother whispered, the light fading behind his eyes. "Think that…'eaving home…bad…idea…"

"Hold…on, Kíli." Fíli's heavy words were automatic; he could feel himself fading fast. "F'r me… F'r Tho…rin…"

"Fíli?"

The world blurred and Fíli's hand unconsciously searched for Kíli's. "Mmh?"

"F'rgive me…"

He knew he was drying, but even so fear pushed his heart faster, sharpened his sight, heightened his hearing. "No, Kíli, stay, stay wi… me…" his vision cleared in time for him to see Kíli's eyes glaze over.

"Kíli!" he stuttered, trying to breath. He could make it, he could make it…

Hold on for your family, Fíli…

Thorin was dead or dying. Kíli was dead.

Kíli was dead.

He stopped trying to breath.

Fíli roared and sat up, his hand reaching towards the empty space where his sword should hang.

Fear pushed his heart faster. Wait, his heart?

It was beating…

The dream-like events of the previous day flooded back into his head, but for Fíli it was too much like a dream. He glanced around the empty living room of Bag End. Was this some twisted fate, or was his dream a reality?

Had he been offered a second chance?

"Fíli." A strong familiar voice trembled with relief. "You're awake. Are you alright?"

"Thorin…" Fíli trailed off, breathing heavily. "Is this…"

"Real? I believe so…" Thorin offered his sister-son his hand, and Fíli gladly allowed himself to be pulled to his feet. In an instant they embraced, firmly as was the manner of the dwarves, but with an intimacy only family could obtain.

"Kíli?" was Fíli's instant thought.

"He is outside, having breakfast with the others. Gandalf said that it may be a while before you woke, though I will admit I was almost as worried as Kíli when we could not wake you."

Fíli bowed his head in acknowledgement of Thorin's rare display of open emotion.

An awkward silence hung over them until Thorin placed his hands on Fíli's shoulders. "I thank you, Fíli, for what you and your brother did. I would not have asked it of you, and I am sorry that it was ultimately in vain."

Fíli smiled and placed his hands on his uncle's arms. "I know. And I would do it again."

Thorin smiled sadly. "I would not want you to."

"Fíli!" a voice cried happily, and Fíli couldn't help but smile.

"Kíli!"

Thorin smiled at his sister-sons. "I must speak with Gandalf."

"I'm glad you're awake, brother." Kíli's grin seemed wider than his face as he hugged Fíli tightly.

"Me too." As he looked into Kíli's eyes, Fíli's smile was chased away by the shadow of his nightmare.

His memory.

"What, what's wrong?" Kíli frowned.

"Nothing." Fíli shook his head, "Now let's go outside. I'm hungry."

As soon as the company had eaten their fill, Gandalf suggested that they left, and so once again, the company left Bag End.

It felt strange, for Dori, to be sitting astride a pony, his brothers flanking him once more. Losing Ori in Moria had been hard for both him and Nori, but while some families grew closer in times of grief, his relationship with Nori had become strained.

Since the night before, however, it had become almost like old times. Almost.

There were many changes in the company, though physically they looked the same, and Dori was quick to see them.

Each of the dwarves who had once died looked upon the world with wider eyes, and listened harder to the stories that were passed around. The dwarves who had lost their loved ones watched them regularly, just staring to make sure that this was a dream from which they would not wake.

Thorin himself was both softer and sterner, it seemed to Dori. In the first hour from setting off, even as the Shire lay in view behind them, his dark eyes watched the light filled forests with great scrutiny. He was even more careful, if that were even possible. Despite this, his eyes also glanced over his company more, with a fondness that had not been there before.

The most changed, in Dori's eyes, was Bilbo Baggins. The stammering uncertainty that had accompanied the hobbit sixty years ago was all but gone. In its place was eagerness and enthusiasm, and no short supply of stories to tell.

"So that young nephew of yours saved the entire world?" Kíli looked baffled.

"He did." Bilbo nodded proudly, barely glancing at Gandalf for reassurance. "Though according to our people he is of age, so in some ways he could be considered more mature than you. When do dwarves come of age anyway?"

Kíli pondered that for a moment, and Dwalin stepped in to answer the question.

"Around the age of one hundred." He made to add something else to his answer, but then stopped. Sixty years ago he would have teased the young dwarves, saying he doubted if they would ever 'come-of-age' and grow up, but now…

He was not so sure anymore. If Kíli and Fíli had been described as inseparable before, now they were positively joined at the hip, yet even so they seemed more sombre, less merry than they once had been.

He did not want to think it was true.

Something about the idea of Fíli and Kíli being grown up was disconcerting.

"Something wrong, brother?" Balin asked as Dwalin joined him at the front of the group.

Dwalin sighed deeply. "I do not know, as of yet."

Balin glanced over his shoulder. "Forgive me."

"What for?" Dwalin kept his eyes trained on the forest before him.

"For being a stubborn fool." Balin sighed. "I should have listened to you."

A wry smile painted itself across Dwalin's face. "You never have, brother."

"Well I should have. You warned me against Moria."

"I should have followed you there." Dwalin's face showed no emotion, but the husky tone of his voice gave him away to Balin. "It tortured me, Balin. You're my brother and I should have followed you when you asked me."

"No, you shouldn't have!" Balin snapped firmly. "I led enough dwarves to their dooms, good dwarves, who have not been granted so golden a chance to redeem themselves."

Dwalin looked at his older brother. Though physically he was younger than when he had last seen him, his eyes were heavier. "We all regret things. But if my forgiveness is all you want, you have it."

Balin smiled, content. "Will you tell me what worries you?"

"I was not lying when I said that I don't really know. It makes me uncomfortable, Kíli and Fíli being so quiet." Dwalin sighed. "Six decades ago I would have said that they were up to something, but now…"

Balin glanced over his shoulder at the brothers in question and nodded. "Aye. They seem grown."

"They would be. If they hadn't fallen, they would be of age now, the both of them." Dwalin nodded.

"Dwalin?"

"Aye?"

"What's grown-up?"

Dwalin looked down at the small blonde child staring up at him. "It's when you're old enough and clever enough to survive on your own, laddie."

"Am I grown up?" Kíli piped up. While his brother was almost at Dwalin's elbows, the smaller of the pair could barely see above the tall dwarves knees.

Dwalin roared with laughter. "You are most certainly not, Kíli."

Fíli laughed as his brother pouted. "Frár said he would never grow up."

"I think I have to agree with Frár there, laddie." Dwalin chuckled, ruffling Kíli's hair.

Kíli's eyebrows disappeared under his newly tousled fringe. "But Dwalin!"

"What?" Dwalin could not help but mimic the child's shocked tone – it was too much fun.

"You supposed to be our side!" Kíli was aghast.

"You are supposed to be on our side." Fíli corrected his little brother automatically.

"Oh, I don't know. We might get a grown dwarf out of Fíli, yet. But you, Kíli, that's another story." Dwalin teased the young dwarves.

Kíli stomped his foot on the floor. "I will grow up! And I'll kill even more orcs an' goblins than you, Dwalin!"

Fíli and Dwalin both laughed as Kíli stormed out of the room.

"Do not worry about Kíli and Fíli." Gandalf's voice drew Dwalin from his memories. "They will heal."

Dwalin straightened and grumbled a little.

Balin turned to the wizard. "Tell me, Gandalf, what will happen when we return to Erebor? Dain Ironfoot is king there, now. Do you expect him to stand down, or for Thorin to seek a different kingdom elsewhere?"

"I do not know, Master Balin, that choice is not mine. It belongs to Thorin and Dain."

Balin nodded. "I expected as much."

Gandalf nodded. The dwarves were not the merry bunch they once were, but he was confident that that would change soon enough.

Their first day of travelling went well, and when night drew in the dwarves readily settled for the night in a shallow rock shelter they had used years before.

"Bifur, Bofur, get a fire started." Thorin nodded towards them. "Tie the ponies around these trees here, where we can keep an eye on them."

Kíli and Fíli exchanged sheepish glances, but Thorin had not given the order to embarrass them. Even so, he did not explain himself, as they would most likely be offended if he admitted that he wanted to keep them nearby.

Bofur grinned as a fire flared between his fingers. "Bombur, it's all yours."

His brother grinned at the concept of cooking as he brought over his pots and pans, along with a portion of their supplies, bought in the markets of the Shire.

"So after Rivendell, where did his company go?" Fíli asked Bilbo curiously.

Bilbo was happy to plunge into the story. "Frodo did not know which way to go. It was lucky they had Gandalf, for a while anyway, to guide their progress."

"I was there, at Elrond's council." Glóin nodded. "The boy looked afraid, and I did not blame him. Gimli accompanied him, in representation of the dwarves."

"And he did a mighty fine job of it, I must say." Gandalf chipped in. "Even if there was a bit of tension between him and Legolas for a long while."

Bilbo looked at Gandalf for permission to continue his story. "So, they turned right-"

"Left." Gandalf corrected.

"Sorry, they turned left, and their journey had begun!" Surprisingly, Bilbo's story telling drew in all of the dwarves more than ever before. Kíli and Fíli unconsciously adopted positions similar to the hobbit children he had told the story of his first adventure to. "They walked for many days before they found their first obstacle – Cardura's. The mountain was not a willing host, and the four hobbits nearly froze to death. So-"

"I think that's enough of that part of the tale for now, Bilbo Baggins." Gandalf looked at Bilbo meaningfully and Bilbo nodded. Maybe Moria was better off left until the dwarves were a little more comfortable in their own skins.

"Gandalf?" Ori asked suddenly. "Will we age quicker, after the quest? Because some of us were older when we died…"

"That is a very good question, Ori, and to answer it I do not think so. Think of the loss of age as a reward."

"What will happen to us, Gandalf, if we don't complete the quest?" Bofur asked curiously. "Will we just age again?"

"Well, two years to the day after we began, if you have failed your quest, you will age many years in many minutes, and after an hour you would be so old physically that your body can no longer function." Gandalf's tone was very matter-of-fact, and Bilbo choked.

"Lovely."

"Oh, it would be quite unpleasant, I am sure." Gandalf nodded, feeling a little guilty at the slightly ill faces of the dwarves.

Shortly afterwards, they started to settle down to sleep.

"Fíli, Kíli, take the first watch." Thorin instructed. "As for the rest of you, get some sleep."

It did not take long for sleep to pass over the entire company, and for once Fíli and Kíli were silent. They watched the surroundings with due diligence, but nothing disturbed the peace of the silent night.

A soft smile warmed Kíli's face.

Fíli looked at his brother curiously. "What?"

"I was just remembering."

"Remembering what?" Fíli pressed.

"When we were little, and we took Ori's book to make fire and be like the smiths." He laughed softly. "That stupid book."

Fíli laughed, remembering it himself. "He wouldn't stop screaming…"

"I just remember, looking up at Ma and wondering how long it would take before she gave up and smiled at us again…" Kíli's soft smile faded. "I think that's the worst."

Frowning, Fíli stared at his brother. "What are you talking about? We've destroyed things a lot more valuable than five year old Ori's diary."

"That's not what I mean."

Fíli started to worry. Kíli never needed this much prompting to speak his mind – he usually needed prompting to stop him from doing so. "Kíli, what do you mean?"

Kíli shook his head, allowing tears to spring to his eyes, dropping the composure he had carried all day.

"Kíli!"

"I…it's not…it's…"

Fíli put his arm around his brother. "Talk to me, Kíli."

"She won't be the same." Kíli gave a weak smile, wondering if he could feel more pathetic.

Fíli's frown deepened. "What do you mean?"

Kíli laughed humourlessly. "I mean that Ma will be different…she's…old, now Fíli. And that scares me."

Fíli waited, knowing his little brother well enough to know more was to come.

"I feel weak…pathetic, but I can't help it! I just feel as though… Fíli, what if she doesn't even remember us?"

Fíli shook his head and squeezed Kíli's shoulder. "You are neither weak, nor pathetic brother. She is not that old. She won't forget us."

"What if she hates us for leaving her, Fíli?" As his first fear was revealed, there was nothing to stop the rest pouring from his mouth. "What if she disowns us, or-"

"Now you are being ridiculous." Fíli admitted. "If anything, she'll hate me, but you've always been her favourite. There's no point in arguing, Kíli, you know it's true! She won't hate us, Kíli."

Kíli sighed, putting his head between his knees. He felt very tired…

"We're on watch, Kíli." Fíli nudged Kíli in the ribs.

"I am awake, Fíli." Kíli protested, but his eyes were closing.

"If you're awake then I'm an elf." Fíli scoffed.

"Well then I can't associate with you anymore, I'm afraid, if you're an elf." Kíli mumbled.

"Go to sleep, Kíli." Fíli said softly. "It's safe."

"Fíli!"

"I'm here."

"Orcs!"

"They're not here. Go to sleep, Kíli, it's safe."

"Sure?"

"Very."

"Last time you said that we were children." Kíli yawned. "I had a nightmare…"

Fíli smiled as Kíli leant against him. "I'll keep watch, Kíli. And I won't tell Thorin."

Kíli's reply transformed into another yawn, and by the time his mouth had closed, he was asleep.

Fíli sighed. When they were children, Kíli had been very open with his emotions. He was never hesitant to tell his brother when he was afraid. But Kíli hadn't admitted that he was scared for at least twenty years, eighty if you counted the years they spent dead.

It made Fíli feel vulnerable, to know Kíli's fear, and it made him feel useless, as if there was nothing he could do. Well, he could certainly keep watch.

A rustling in the trees alerted his senses, but a soft voice called out. "Do not wake your brother."

"Gandalf…" Fíli whispered. "I did not see you leave."

"I left before you all settled down, Fíli."

"Oh…"

"Do not worry about Kíli."

"Were you eavesdropping?" Fíli raised an eyebrow.

"Me?" Gandalf looked suitably surprised. "No. But your concern is written all over your face, Fíli."

Fíli gave a wry smile. "I still do not feel…right…myself. And Kíli…"

"Life will take a while to get used to." Gandalf repeated. "But you will get used to it. And Kíli will laugh again."

"When, Gandalf?"

Gandalf sat down against a tree opposite the dwarf. "When you accept that what's done is done. When you put aside your regrets of the past and you put your trust for the future in the fates. You will feel 'right', as you put it, when you let it all go."

"Let it go? I watched my brother die, Gandalf."

"I know. But you cannot waste this chance by regretting the past, when you should be looking forward to the future."

Fíli sighed heavily, musing over Gandalf's words, before another thought filled his mind. "Please, do not tell Thorin."

"Tell Thorin what?"

"That Kíli fell asleep. Kíli would be ashamed if Thorin knew."

"Well he should feel ashamed of nothing! You have both proven yourselves already." Gandalf snapped. "But no, I will not tell Thorin, if that is what you wish."

Fíli nodded. He had not thought of Kíli as 'vulnerable' for decades, but now his little brother seemed so little. It seemed as though it would be so easy for someone to hurt him, to kill him…

"Sleep has a way of making even the toughest of warriors seem defenceless, Fíli." Gandalf seemed to be reading his thoughts. "You need not fear for Kíli."

"I feel that I now fear too much, Gandalf." Fíli admitted weakly. "I am afraid that I fear too much to be considered brave ever again by anyone's standards, no matter how well I have proved myself. Let alone Thorin's standards…"

Gandalf looked him in the eyes. "Remember, Fíli, that a fearless man can never be brave, for one can never be truly brave until they feel true fear, and strive through it."

Fíli smiled gratefully at Gandalf.

Across the dying fire on the other side of the camp site, Thorin Oakenshield closed his eyes.

"Can we come with you?" Kíli asked with wide eyes.

It was his tenth summer, and he was being taken down the mountain with Fíli by his uncle to hunt for some meat for the first time. Though Kíli was still a very young child – indeed Thorin could pick him up with one arm – it was important to Thorin that his sister-sons learnt how to fend for themselves, in case (Mahal forbid it) they were driven out of Ered Luin the way he had been driven from Erebor.

"When you go back to Erebor…" Fíli prompted when their uncle did not respond.

"Well that will depend."

"On what?" Fíli asked, crossing his arms.

"On how obedient you are." Thorin's gentle teasing had Kíli running along his side like an eager to please puppy.

"Uncle Thorin, please take us with you, we'll reclaim Ere- AH!" Kíli's excitement was extinguished by his scream.

"What's wrong?" Thorin asked instantly, wondering what the boy's sharp eyes had seen.

With a growl, a lone wolf emerged from the shadows. Thorin's instincts were quick to respond and he threw Fíli down on the floor behind him, shoving Kíli down on top of his brother. They tried to scramble away, but Thorin yelled at them.

"Don't move!"

He drew his sword and roared at the wolf. The creature was emaciated, and stared at the small dwarf children hungrily, but any hopes it had for a meal were dashed as Thorin lunged, slashing at its face.

With reflexes almost as fast as the dwarf's, the wolf turned tail and ran, keening forlornly as it fled.

"It has gone." Thorin assured his sister-sons as they peeled themselves off of the floor. "You are safe, now."

"Was that a wolf or a warg?" Fíli asked apprehensively. "Are there orcs here?"

"Just a wolf. There are no orcs here." Thorin offered Kíli his hand and pulled him to his feet. "Good spotting, Kíli."

Kíli beamed with pride despite his shock. Even for the young brothers, praise from Thorin was a rare gift.

"Now, let us hunt down something for dinner." Thorin smiled. They moved through the woods, Thorin warning the two boys to keep quiet so as not to scare off any prey. He could not help but smile at the pair of them. Fíli's hand was clutching the small knife Óin had given him on his last birthday, and Kíli's fingers kept absently loading and then unloading his little wooden bow and arrow. "Wait!"

The boys froze and Thorin crouched at their level, pointing at a deer visible in a nearby clearing.

Fíli, having hunted with Thorin a few times before, looked at his uncle expectantly and gestured to Kíli, who was holding his breath.

Thorin helped the little one draw the bow back and let go of the string. To Kíli's bitter disappointment the shot was well off the mark, and their prey vanished.

"I failed." he growled angrily, yet guiltily.

"You cannot learn if you do not fail, Kíli. There is more than one dear in these woods."

Later that evening when they were safely home, Kíli came to find his uncle, Fíli naturally right behind him.

"Uncle Thorin?"

"Kíli. I thought your Ma said that you should have an early night."

Kíli was unusually thoughtful. "I have a question."

"And you think I may have an answer?"

"What is brave? Frár says-"

"Oh, Frár says?" Thorin had heard a lot about what 'Frár says'. The dwarf in question, Frár, was in his thirties, an awkward time, and he had taken a dislike to Kíli and Fíli ever since they put beetles in his cake when they were only toddlers.

"Yes, Frár says that being brave is never being scared." Kíli continued as though Thorin had not spoken. "But I thought being brave is being strong like a warrior. Then I asked Ma and she says that being brave is pretending that you're not scared when you are. So I asked Fíli-"

"And I said that you are the bravest dwarf that I know, and that you must know what brave is?"

Thorin restrained a laugh at Kíli's frustrated confusion. "I would say that brave is when you are afraid, but you put more important things in front of your fear and you carry on through it."

"So in the woods today, we were brave?" Kíli asked hopefully. "Because we did what we were told when we wanted to run away?"

"You were very brave." Thorin said with a smile, and both of his sister-sons grinned.

"KÍLI!" a familiar voice called. "Bedtime, NOW!"

"COMING MA!" he sang back, hugging Thorin's legs before running out of the room.

"Uncle Thorin, can I tell you a secret?" Fíli asked, shuffling uncomfortably.

"Of course." Thorin nodded.

"In the woods today, I was…very scared. And I couldn't tell anyone else because if I told Kíli he would be scared but if I told the others they would laugh at me."

"FÍLI, YOU TOO!" Dís called.

"You can always tell me when you are afraid, Fíli. I will be there." Thorin said sincerely. "Fear is not a sign of weakness but a sign that there is something you care about in danger. Promise that you will tell me, when you are afraid. That is the only way I will be able to help you."

Fíli smiled at his uncle as he ran back to his mother. "I promise."

Thorin shifted, squeezing his eyes tightly shut. Somehow, that little fact hurt more than dying had. The loss of the unconditional trust of his nephews. Yes, he had been hard on them when they were older, but it had only been an attempt to raise them well. To protect them, ultimately, even if it meant the occasional bruising of an ego.

But still, he felt immense sorrow as he drifted off to sleep.

Fíli had forgotten his promise.

Again, sorry for the length. I am still experimenting here, unfortunately at your expense, I fear :P

I am trying to keep everyone in character, but what will probably happen is they will start fairly OOC as they are coming back from the bed and finding their feet, so (hopefully) its not author negligence, it's purposeful!

Either way, this would have been later if it had not been for an AWFUL exam I had earlier. As any sane fanatic, my cure for exam stress is to write (mainly angst) so here is an earlier than usual chapter two!

Leave a review if you like, I love to hear any ideas/comments/compliments/critiscms :)