Okay so remember I wrote part of this while sick! lol i hope it's up to par with the other chapters. Fair warning though- a bit mature rating for this chapter!

As much as Lily would have loved to sit there and stare at the mountain for hours, she was in sore need of a bath and desperately wanted to get some sleep. She was in the back of the group when she remembered the steep steps that led around the side of the great rock, or Carrock as it was called. Not waiting for the rest of them she walked over to the first step. She looked down it and blinked...they were huge. She remembered seeing them once or twice from the ground, but from above...it was a long drop down from one step to the other.

"Curse my shortness..." She said with her hands now resting on her hips. Gandalf had quietly snuck up beside her and smirked.

"Come now Lillith, you must have climbed this place a time or two. It shouldn't be difficult for you." Gandalf pointed out.

She rolled her eyes, "Yes because my short stature allows me to accomplish such an easy task." She said sarcastically. Gandalf chuckled and began his decent down them. She watched him take a few steps down with a glare.

"We both know these stairs weren't made for dwarves or short ladies such as myself. I didn't even attempt these steps when I first laid my eyes on them." She called down to him. Gandalf only shook his head. From beside her the dwarves were also looking weary of the steps.

"You've seen this place before?" Asked Fili. Kili stood behind him, but tried not to make eye contact with her. He was still feeling bad about being so rough with her.

"Yea, a few times." She said with a shrug and jumped down the first step. She almost lost her balance and was quickly pulled back by a strong arm.

"Careful lass, we don't need you cracking your head open on the ground below." Bofur said as he steadied her. She smiled and thanked him with a nod. She went to go for another step but this time he grabbed her arm to help her down. The rest of the dwarves found themselves helping each other one by one as they made to their way to the cave at the foot of the steps. It was large enough to fit them all inside and give them cover at the same time.

They sat with their backs against the cave wall, it was circular and the positions made it easier to look at each other and plan their next move. They had no food, they had no packs...all they had were their weapons and the clothes on their backs. Lily, thinking mostly of herself, was the one to suggest that they could use the shallow, clear river to bathe in before they go any further.

"Good idea lass! We smell of goblins, wargs, and orcs...a bath would do us all some good." Said Gloin with his nose wrinkled as he smelled himself.

"Alright, we'll all bathe and get some rest here. Then tomorrow we will set out." Thorin just wanted to get a good night's sleep. It had been a long time since they had the decency of that and being out of harms way made this the perfect opportunity.

The dwarves all grumbled in agreement and soon they heading out of the cave to make for the river just outside the entrance way. All of them had begun setting down their weapons and stripping down their armor. It wasn't until Lily cleared her throat in in the cave mouth that they all stopped and realized there was a woman amongst them.

"It's alright. I'll just go around the bend over there. You wont be able to see me and better yet; I wont be able to see you lot!" She smirked and waved as she hurried off to the river bend.

There were some trees in the way so she could easily bathe without someone peeking in on her. She could here down the river how they splashed and cleaned themselves off. There were a few laughs and shouts as a few of them joked about. Sighing she began to take off her clothing. As soon as her clothes were in a pile she began cleaning herself. Somehow she always found herself to be alone.

She had cleaned herself and her clothes off pretty well. She was smart enough to use some of her abilities to warm up the water she used...which was a miracle because she barely had anything left in her to even do that. So the clothes would have to dry the natural way. She peaked out from a tree and saw that most of the company were all sitting around in at least one piece of clothing covering up some private areas she most certainly did not want to see...save one dwarf. She blushed at the thought.

Now that Lily's thoughts were on Kili she looked to where he was. As usual he was by his brother's side. Gloin was smart enough to make a small fire to get themselves dried off and the majority of the band was around it.

"Is there something the matter Miss Lily?" Bilbo said. He happened to be sitting on the opposite side of the tree that Lily was peeking behind. She jumped and put a hand to her chest while simultaneously making sure she was covered with the tree.

"Bilbo Baggins were you spying on me?!" He quickly got up and shook his head.

"No No! I just wanted to make sure you were okay and not by yourself...so I fugured since last time you bathed you asked me to accompany you..." He was blushing so red she almost laughed...okay she did laugh. Rather loudly at that.

"It's alright Bilbo, you just startled me is all." She smiled and seemed to remember something. She disappeared and after a few seconds of shuffling he saw her hand pop out with clothes, "Can you put these out on the grass to dry in the sun?"

Bilbo looked down at the wet clothes and then to her. He nodded and proceeded to place them out alongside the rest of the company's clothes. Biblo came back quickly and sat back down against the tree.

"Bilbo you can go with the dwarves if you want. You don't need to keep me company just because you feel sorry for me..." She said on the other side of the tree.

"Nonsense, I'll here none of it. Oh! Wait, I have just the thing!" He was suddenly running off and came back with a rather long cotton shirt. It was a light yellow and had long sleeves, " I had this cleaned first and it dried rather quickly because I hung it up instead. The wind a sun together make for a perfect combination it would seem." He handed it to her.

She got what he meant. This way she could come sit with the rest of them and wouldn't be alone.

"You're very kind Bilbo." She took it without question and slipped it over her slender body. It hung a bit loosely, but only came down to her mid-thigh...which was entirely too short for her liking.

"I don't know about this Bilbo..." She was still hiding behind the tree.

"I'm sure it can't be that bad, come out so I can see." He was standing now looking at the tree she was behind. He watched her hand touch the tree lightly before she stepped out. Bilbo gaped for a moment. The young woman was glad in only the long shirt, the sleeves ending just above the wrist and the fabric seemed loose enough, but still clung to the curves that lay beneath it. They were both blushing. He was speechless and she was waiting for him to speak. Her hair cascaded down her chest and flowed around her shoulder ending just above bottom. Maybe the shirt was a bad idea...

"Well?" She said impatiently. Bilbo immediately cleared his throat and tried to look somewhere else...though it was rather difficult.

"I think...you'll be just fine. They wont know what hit 'em." He turned to lead her to the company.

"Well now what's that supposed to mean!" She was following after him trying to yank down the shirt every other step to keep it from rising.

"Nothing, nothing at all! It looks perfect! Don't worry so much!" He was speed walking now and soon they were coming up to the company.

The first person to notice them was Dwalin. He dropped the weapon he was trying to clean. "By my beard..." He said as he gazed upon Liliy.

She halted her steps and noticed that now the dwarves had their attention turned to her. Her eye twitched and she impaled Bilbo with a glare, "I though you said it was fine?"

"Fine indeed..." Ori spoke before Bilbo could defend himself. Ori was quickly swatted over the head, ending his hypnotized state.

"Lady Lillith, I would suggest putting on more clothes...else you give them ideas.." Thorin spoke and turned from her.

"Says the half naked dwarf." She put her hands on her hips and walked towards the cave, her comment making some of the other dwarves chuckle. At least in the cave she was shielded almost perfectly from the company. It was a bad idea to come out like this...Damn Bilbo for not warning her...

"Cheeky little hobbit..." Lily found herself laughing a bit. It was very bold of him to just let her walk out with barely anything on. It probably wasn't smart, but he was right; she didn't have to sit there alone. She went to the other side of the cave towards the steps and looked out. A good walk might take her mind off of dwarves and hobbits. She made her way around Carrock, looking at the field surrounding it. It was close enough where they could hear if something decided to attack her, but far enough away to give her some privacy. She leaned her back against the great rock and carefully slide herself onto a small boulder she could comfortably sit on while making sure to cover herself as much as she could. This side of the rock was shady and the breeze cooled her skin. With a sigh she leaned her head back against the rock and closed her eyes.

Kili had watched her leave. It was probably for the best that she wasn't around them, especially only wearing that shirt. It was very true that her walking around like that gave people ideas...him included.

"Thorin, you didn't have to be so harsh with the lass." Balin had commented.

Thorin sighed and nodded, "I know..."

"Imagine that in your bed every morning..." Fili had said loudly with a very large grin on his face. Of course he didn't say too much more after that due to the elbow being thrown into his gut by Kili.

"I'll go check on her." Kili got up after dealing with Fili and walked towards the cave.

When he noticed she wasn't there he almost called out to the rest. As he turned back to call he stopped himself. She obviously wouldn't have done too far. Maybe he should just wander around the great rock first...then if he didn't find her he would get the others. No sense in worrying everyone.

Lily had caught herself falling asleep several times. She was so exhausted. Sleeping was the only thing that could get her body back in order. With no more power left in her she would be vulnerable to attacks and since she barely had any skill with a blade...well then she'd actually have to depend on the dwarves to protect her.

A snap of a twig shot her eyes open. She didn't look to who it was, she just sighed and closed her eyes again.

"If you've come to apologize Bilbo, you don't need to..."

"Apologize for what precisely?" It was Kili. She opened her eyes again and looked at him. She hadn't really looked at him earlier when she first approached the dwarves. He must have just thrown on his pants because that's all he was in...which wasn't a bad thing. Not a bad thing at all.

She shook her head and smiled at him, "Oh. Kili I didn't realize it was you...find yourself bored with the others?" Lily blushed a little when she remembered the kiss the shared in the trees. He probably thought it was a good idea at the time, considering there was a good chance they would die. She leaned forward from the rock and put her hands behind her back.

"Well...actually I came to apologize. Not for Bilbo, but for how I reacted when...you know..." He couldn't look her in the eye. He felt far too guilty for being so irrational with her.

Lily smiled and stepped forward, "All is forgiven. So don't worry yourself friend. I would have been upset too I suppose."

Kili finally looked at her. He was more than surprised that she wasn't angry with him. He smiled back at her and scratched the back of his head., "So, is walking around without much on a habit of yours?" He teased.

Lily looked down at herself and immediately tried to pull the shirt down more, "Don't blame me! The hobbit talked me into it!"

Kili laughed at her predicament and crossed his arms, "It's not like it's a bad thing. You look fairly attractive.." He had a smirk on his face as he looked her up and down.

"Psh you're so full of yourself. So much like your brother," She pouted and leaned against the boulder she had been sitting on, "What about you? Walking around without a shirt...might give someone ideas." She mimicked Thorin's tone from earlier.

Kili boldly took a step closer, his chest a few inches from hers, "Says the half naked faerie." Even though they were trying to bring some humor into the situation, the tension was far too high for either to ignore it.

Lily back up slightly when she realized how close Kili was. Her back brushed against the great rock behind her. Kili noticed how nervous she had just become and watched the blush form across her pale cheeks. Without thinking he was stepping forward, his hands placed on the rock wall, trapping Lily between them. Lily's breathing became heavier as she looked into his brown eyes. She hadn't expected him to be so audacious...nor was she used to such close proximity from a man. It had only been after she met Kili that she craved the affection.

"Lily...I'm going to kiss you now.." He warned her. She nodded shyly and watched as he leaned forward. Both their eyes closed as his lips gingerly touched her. The spark it created made her gasp, which was drowned out when Kili placed his lips fully on hers. The kiss was soft, as though he was trying to be gentle with her.

A whimper escaped through her lips. She slipped her hands onto his bare chest and slide them around his neck pulling him closer. The contact made him press against her body. He slipped one hand behind her head and the other lingered on her hip. Kili let his tongue run along her bottom lip begging for entrance. She obliged him and opened her mouth. He dove in and deepened the kiss. Lily let out a moan that vibrated into his chest.

The heat poured through them like fire. Lily had never felt anything so intense in her entire life. If someone had asked her a couple days ago if she had saw this coming, she would have said they were crazy. Everything about the kiss made her blood pump. Kili was everything she could have asked for and more...but she had to question if what ever they had would last. Maybe this was just from all the fighting...maybe it pumped him up so much that he was letting off steam with her.

Everything in her mind stopped immediately when she felt something hard press against her abdomen. Her eyes shot open and panic set in. That was far too much for her to process. Kili seemed to understand what was going on and pulled his mouth away from hers. He let his forehead leaned against hers and held her still.

"I will not hurt you Lily...and I wont do anything you are against." He said almost in a whisper. His words calmed her down and she nodded with a soft sigh. They were both to the point of breathless and cheeks were flushed with ecstasy.

"I trust you Kili..." The simple phrase made him smile.

He kissed her cheek and pulled them away from the rock wall, "I will never do anything improper with you. Not ever." He meant it too, she could just tell.

She slowly unraveled herself from his arms and tried to fix her hair. He was smirking at her as he watched her try to make herself look presentable.

"We should head back, they're probably worried about out whereabouts." Kili said when she was finished. He grabbed her hand and they walked back to the cave. She blushed at seeing his hand intertwined with hers so lovingly.

Before they stepped out of the cave and back to the company, Lily stopped him.

"What's the matter Lily?" Kili looked at how she blushed and fidgeted about.

"Well...what exactly does this mean Kili?" She didn't want this to be just for convenience. She was the only woman amongst all these males. Was she just a phase? Lily was so used to what men could do in her world, she thought it would just be the same here as well.

Kili smiled warmly and used the hand he was holding to pull her to him. She squeaked and fell into his arms. He looked deep into her eyes and brushed a strand of hair away from her face, "I guess we'll just have to wait and see..." He knew it wasn't the answer she was looking for, but he was so unsure of what could become of them that he didn't want to make a false promise. He knew he wanted to be by her side for all time...the only problem was that death could be just around the corner...

Lily understood what he meant. Nothing was for certain when they marched to what could be their last moments on earth. She sighed and nodded to him. He leaned forward and kissed her forehead, the act made her giggle.

"Miss Lily?" They both moved from each other quickly. They had been caught red handed. Lily was, however, very glad that it had been Bilbo who had caught them. Both Lily and Kili sighed in relief.

Bilbo looked between them, knowing what he had just saw, but not saying anything about it. Instead he looked at Lily and held out a bundle of clothes to her.

"You're clothes are dry. I just wanted to bring them to you so you could change...you know, before Thorin sees you like this again." Bilbo tried to smile without looking guilty about letting her walk around in the shirt he let her borrow.

Lily smiled, "Thank you Bilbo. You didn't have to do that." She gently took the clothes from him. Kili took the moment to head out of the cave to the other, leaving her with a smile and a wink. Lily blushed and cleared her throat as she looked back to Bilbo.

"So...you and Kili?" Bilbo had a knowing smirk on his face.

"Now Mister Baggins, I do believe that is none of your business." She laughed at the way he mocked a hurt expression. Bilbo then left her to dress in the safety of the cave.

Outside, the company had been getting their gear on whilst in the midst of a conversation with Gandalf. It would appear the Gandalf would not be with them the entire journey.

"I always meant to see you over the mountains. In fact, I've gone far longer than I had originally planned. This, however, is not my adventure, but I may look in on you all again before this is over. In the meantime I have some other pressing matters to attend to..." Gandalf had said to the dwarves.

They all looked distressed and upset that their wizard was leaving them. They tried as hard as they could, but Gandalf could not be persuaded to stay with them.

"I am not going away this very instant," He said with a bit of annoyance, " I can give you a day or two more. Besides, I would not leave you without food or ponies now would I? There is someone in these parts who I can take you to...but he is ill-tempered at time so we must seek him out with care."

"And who is this person?" Asked Thorin, who was still upset over Gandalf's imminent departure from the company.

"He is a skin-changer. Sometimes he is a huge black bear and sometimes he is a great strong black-haired man." They all looked a little uneasy with this. A man who could change into a bear?

"What is his name?" Bilbo asked looking all the more curious.

"His name is Beorn. I am hoping he will be in a good enough mood to give us all his home for a night or two, but we shall-" Gandalf was cut off by a very angry faerie.

"You did not just say that name! I refuse!" Lily was not dressed in her traveling attire with her hands firmly placed on her hips.

"Now Lily, you can't deny that we need his help if you all want to continue...besides I'm sure it wont be so bad." Gandalf knew she would probably throw a fit over seeing the bear-man.

Lily seemed to think it over for a few minutes before huffing and sitting down with her arms crossed. Gandalf sighed in relief. He did not want to argue about going to see Beorn, especially with Lily.

Now that they knew what the plan was, the company backed up what they had left and head out to find this bear-man.

Like always, Kili found himself walking next to his brother. He glanced up the line to where Lily was next to Gandalf. They were talking quietly to each other, Lily looking fairly upset about something. She seemed to notice eyes on her and turned her head making eye contact with Kili. Her expression softened and she blushed lightly. They both smiled before she turned back to what Gandalf was saying to her.

"So what took you so long to find the lovely lass?" Fili had a huge grin on his face. Kili smirked and tried not to give much away.

"Only the lovely lass and I will know, dear brother." He put his arm around Fili's shoulder. Fili shook his head and looked up to where Lily was.

"You're a lucky dwarf." Fili stated with a smile.

Kili was surprised by what his brother said and looked to Lily again. He was right. He was a lucky dwarf. The luckiest dwarf on Middle Earth.

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