Disclaimer: I do not own The Lord of the Rings, The Hobbit, or any associated characters or concepts. Quotes in this chapter taken directly from The Hobbit by JRR Tolkien.

Here and now, in this chapter, Billa relives the worst, most painful memories of her entire life, where she had a traumatic falling out with her family and they almost killed her, and then watched her still-estranged family be brutally murdered in front of her while she was helpless to save them.

Repentance is where you make something right again, by confessing what you did to the party you wronged, undoing the damage or making reparations, apologizing, and submitting yourself to their judgment. Billa willingly submits herself to Thorin in this chapter, believing that she has wronged him both in stealing the Arkenstone and hiding her past from him. Even when she was sailing to the Undying Lands in the first chapter, she was feeling guilty for this. That is over 80 years! The only way she will ever be at peace is if Thorin knows the whole truth and passes judgement as her king, as her friend, and as the wronged party.

Summary: On the way to the Undying Lands, Billa Baggins is eaten by a time-traveling sea monster. She wakes up in her 33-year-old body and realizes she has a chance to change everything. Unfortunately, Thorin has a tendency to run around shirtless and Dis thinks she has improper designs on Fili and Kili, but if she can convince the Shire that Dwalin is a dance teacher, things might be okay.

Chapter 37

When Balin came to him and insisted that the hobbit was hiding something, Thorin had been more than skeptical. The idea had been ludicrous, and Thorin had told him so. Despite all her mad little schemes, Billa was one of the most trustworthy individuals he had ever met. She had done so much for them! How could Balin be suspicious?

Then, he had listened as Balin explained how curious it was that she got along with them so perfectly well, and she had right from the start. Thorin remembered how difficult it had been to get rid of her, how she stood up to his glares and refused to back down. He had thought that it simply meant she really was perfect for them. Could there be more to the story? He rather doubted it.

Balin reminded him of the fight with the slavers. She had killed three Men without hesitation when Dwalin had only been teaching her for a month. Thorin had thought it spoke to her nerves of steel, but Balin reminded him of their own first battles, and how each new soldier would be sick without exception. Thorin was curious now, but had remained unconcerned. Even if she was keeping secrets, he did not think they were serious ones. This was Billa, after all, and she was family.

Then Balin had proposed a test. Balin thought that her attachment to the dwarves was genuine, and had reassured Thorin that she seemed to genuinely hold him in high esteem. Balin said that if Thorin was to press her, Billa would confess if she was truly hiding something.

Thorin mulled over this idea, and agreed. He wouldn't press Billa outright - but he knew her. If there was something on her conscience, he needed to give her a chance to tell him. And in order get the courage to tell him, he suspected he would have to show her how highly he thought of her. He doubted she was hiding something, but his scheme seemed innocent enough. It would put Balin's fears to rest and also be an excuse to make Billa a gift. He'd need Balin's approval if he chose to make Billa his queen, anyway.

So he had forged her a beautiful set of throwing knives. And in tiny Khuzdul runes around the handle of each knife, he engraved the true story that this knife was one of twelve given as a gesture of trust, respect and admiration from Thorin Oakenshield King in Exile of Erebor to Billa Baggins, Princess of the Shire, adopted into the line of Durin. Then, in a much larger rune, he had engraved a single number on each handle.

Any dwarf that saw these would see that Thorin had completely vouched for Billa's character, and that he trusted her completely. They would be able to trust her judgment and authority as they would have trusted his own. If ever she were to betray or break that trust, her name would be blackened along with his own, and he would quite possibly go down with her. His authority would be lost and his judgment called into question. It was something that was only given to the most trustworthy of allies and friends, and to his knowledge, such a gesture had never been betrayed. He knew that Billa wouldn't be the first.

Then he gave them to Billa, and instead of rejoicing over the gift, or kissing him as he had hoped and half-expected, she paled and pushed them away, stuttering explanations like a criminal caught redhanded. Her reaction made Thorin go cold.

Balin was right, he thought numbly. She's hiding something, and from the way she's acting so frightened of me, it's a great deal more serious than Balin thought.

The night air was biting, numbing his fingers as she explained.

"Billa Baggins didn't leave the Shire, ever, until she was fifty years old and Gandalf the Grey showed up at her doorstep in 2941. You called him Tharkunn. He offered me an adventure and I refused, because adventures were not respectable things and as a Baggins, I was nothing if not respectable. He refused to take no for an answer, and the next day, thirteen dwarves showed up at my door, one by one. First was Dwalin, and I was terrified. He was the first dwarf I had ever seen, and I could not have imagined a more terrifying sight. He walked right into my smial and asked where the food was. I was so confused but didn't quite dare to confront him, and then came Balin, and Fili and Kili, and then Oin, Gloin, Bifur, Bofur, Bombur, Dori, Nori, Ori and Gandalf all showed up. They ransacked my pantries and frightened me out of my wits, all the while Gandalf was watching amusedly and refusing to explain himself. They had finished eating when a knock at the door came, and everyone fell silent. I answered the door, and you were there. You were terribly rude, and said I was more like a grocer than a burglar, which confused me terribly. It turned out you were going on a quest to reclaim Erebor, and had been refused help from the Seven Kingdoms, and so mustered a company of these thirteen dwarves. You needed a burglar and a fourteenth member, and Gandalf chose me," she said. Thorin's mind was whirling, but his ire was slowly rising. Did she think impossible tall tales would satisfy him? He wanted answers, not yarns!

"Gandalf produced a key which your father had given him. Gandalf had found him wandering near Dol Guldur, and had been entrusted with the key to give to you. Along with the key was a map of a secret passageway into Erebor, that would only open on Durin's Day," she said. Thorin was shocked out of his ire by this.

"Did you read the map?" he interrupted her, and she allowed him.

"I could not," she admitted. "It was in ancient Khuzdul, and also there was a secret line of Moon Runes, which Lord Elrond read for us in Rivendell," she said.

Thorin snorted. "Now I know this is false. We would never have gone to Rivendell," he said derisively.

Unexpectedly, Billa grinned at that. "You certainly didn't want to," she admitted. "First we were captured by Trolls, which is a long story, but after they were defeated, we found their hoard, in which were two swords made by the High Elves of Gondolin. You and Gandalf each took one. You took Orcrist, and he took Glamdring. When we left the hoard, a wizard named Radagast came up to speak with Gandalf, and then we were set upon by a pack of orcs and Wargs. Radagast made to draw them off, but they caught on to us anyway. They surrounded us, and the only way to escape was down a tunnel that Gandalf found. After we hid in the tunnel, a party of elves came to hunt the orcs, and when we found the end of the tunnel, we discovered that it led to Rivendell, and Gandalf had been trying to get you there the whole time so Elrond could read the map," she said, finishing the long-winded explanation.

Thorin considered this. He decided to listen until the end of the story before deciding if she was mad or not. He'd put off that decision as long as he could.

"Do you remember what the Moon Runes said," he asked her.

She smiled. "Stand by the grey stone when the thrush knocks, and the setting sun with the last light of Durin's Day will shine upon the key-hole*" she recited. He hmmmed noncommittally, and she huffed at him. "Anything else, or can I continue the story?" she asked, more relaxed now than she had been.

"Was there actually a door?" he asked, humoring her.

She grinned. "Yes, a secret door hidden behind the huge stone statue of Thror on the mountainside. Stairs wound up across and behind it, leading to the door," she told him.

Thorin froze for a moment. How had she known about that statue?

"Let's skip the middle of the story for a moment," he told her, his lips going numb, whether from cold or disbelief he did not know, "and you just tell me everything you claim to remember about Erebor." He didn't know how she had heard about that statue, but someone must have told her. This little joke of hers was in very poor taste.

"Blackberry bushes grow wild," she said, "And Dale was nothing more than a pile of stones. There was a windlance in Lake Town, and a Black Arrow that had been passed down in Girion of Dale's family line," she recalled. Then she fixed him with a look. "You should try to rediscover the secret to forging Black Arrows," she told him firmly. "Girion hit Smaug and chipped off a scale on his left breast, and that is how Smaug was originally killed. When we woke him, he flew to Lake Town to take vengeance and Bard, Girion's descendant, killed him in that exact place with a Black Arrow."

Thorin was glad that all he was required to do was hold the reins, because if he had been walking, Thorin was sure he would have tripped or something.

"Anything else?" he asked hoarsely.

She thought for a moment. "Carved into the stone behind the secret door was a carving. Balin told me what it meant, but I can draw it for you, if you like."

Thorin wasn't that patient. "Describe it to me," he said.

"There were runes all around the edges," she said. "It was a throne, I think, all sharp lines and angles. Above it was a stone that shone, its rays reaching across the whole picture." Thorin gulped. He had seen that picture before. Billa wasn't sounding nearly as crazy as she should have.

"And what did you do when we got there?" he asked, almost starting to believe her.

"I was hired as the burglar," she reminded him. "I was sent to sneak into the hoard and steal the Arkenstone for you, to call the seven kingdoms to your aid. Unfortunately, Smaug woke up and came to hunt us. You led us up to the western guard room, but all we found were bodies," she said softly. "There was no way out. We thought of going down to hide in the mines and last for a few days, but you refused." Her voice turned proud then, and she continued, "You refused to die that way, clawing for breath*. You had us separate and make for the forges. It was inspiring," she admitted. "You said that if this was to end in fire, we would all burn together," she quoted, and he could hear the passion and admiration in her voice. How strange it felt, the be the subject of her admiration for something he hadn't done.

"And then?" he said, his voice still hoarse.

"We made our way to the forge. You almost got eaten on the way there," she scoffed fondly. "The forges were stone cold, and Balin said that we had nothing hot enough to light them. You," she laughed, "proceeded to insult Smaug and infuriate him until he spewed flame into the forges, lighting them immediately. 'I did not think to see you so easily outwitted,'" she mimicked, "'You've grown slow and fat in your dotage... Slug!'" she laughed. "He could not resist. We led him a merry chase around the forge, and you had me pull a lever to start the water moving. When the gold in the forges was hot and liquid, you led Smaug to the gallery of the kings," Thorin was icy cold. How could she know all of this? The geography, the names. Impossible.

"There was a mold there of stone, and it towered even taller than Smaug did. Smaug knew we had come from Lake Town, and just as he was about to fly out and wreak his revenge, you called him back. 'Here, you witless worm,' you cried," she reminisced, fond and yet sad. "'I am taking back what you stole. This is not your Kingdom! These are Dwarf lands! This is Dwarf gold! And we will have our revenge,' you said." She sighed. "Then we pulled away the anchors, and the mold fell away, and Smaug stared, entranced, at the golden dwarf that towered over him. Then it began to burst," she described, "and the gold pooled all around, dragging Smaug under. We thought him dead, but," she hesitated, "he wasn't. He burst out and ravaged Lake Town, burning and killing until there was nothing left."

"And in Lake Town he was killed," Thorin repeated. "And was that the end of it?" he asked. "Am I to pass judgment now?"

She winced and shook her head. "No," she said weakly. "No, there's more."

Thorin waited.

She sighed. "I had the Arkenstone in my pocket," she admitted. "When I first fled from the dragon, you held a sword to my throat and, even as the dragon was rampaging towards us, demanded if I had found it. You would not let me pass. Balin had to pull you away, and it wasn't until Smaug spewed fire at us that you seemed to come back to normal. But, as soon as Smaug was dead, a golden haze fell over your eyes," she whispered, haunted. The moon was high in the sky now, and Thorin had no idea where they were. The breeze made tree branches sway, and the ponies' hooves were the loudest sound he could hear. They echoed eerily.

No, Thorin thought. Not the gold sickness. Not me. "And so I reigned over Erebor in madness?" he whispered, not wanting to hear it. He knew the symptoms well enough.

"Worse," she said, and Thorin flinched. "You refused to eat, or sleep, or plan for anything. Fili, Kili, Oin and Bofur had been in Lake Town when it burned, but you didn't spare them a thought. You immediately set everyone to either building the gate, or searching for the Arkenstone. We had no stores of food, and winter was coming, and we were surely going to starve. The others eventually made their way back to us, but you refused to leave the treasury to greet them. Gone were the leathers, furs, and armor you had worn for our entire journey. You draped yourself in gold. Your moods were unpredictable, one minute generous and solicitous, and the next vicious and suspicious. You gave me a mithril shirt," she remembered, sorrow in her voice, "and the Arkenstone weighed like an anvil in my pocket. You began to accuse your dwarves of conspiracy after days without finding the Arkenstone. I took aside- well, I asked one of them if it would help if the Arkenstone were to be found. He said it would only make the madness worse, and so I waited." There were tears coming down her cheeks now, and Thorin thought he might be crying too. Not to care if Fili and Kili had been hurt? He had always feared if the gold sickness should come to him. He hadn't done any of this, but he still felt impossibly guilty.

"Then," Billa said, and Thorin cringed. There was more yet to come? "The people of Lake Town came to Erebor to ask for aid. They brought with them a host of Woodland Elves who had offered them aid from the dragon." She sighed irritably. "We had been imprisoned in Mirkwood by Thranduil, and I had had to help you escape with a magic ring that turned me invisible, but tensions were high. The Men asked for gold to help them rebuild, and you refused them, for all that you had promised that they would share in the wealth of the mountain. You refused them aid just like Thranduil had refused you his." She sighed again. "I understand that we were starving ourselves, and it's not like any of us could eat gold, but you refused to negotiate at all. You shot at their messengers. And you sent for Dain to defend your mountain by force. I asked that they be made welcome to my fourteenth share, but you refused to hear of it. Both you and Thranduil were ready to go to war for this, and I refused to let you die. Gandalf came, but that changed nothing."

"This is the part that will determine my fate now, I think," she admitted shakily. "I took the Arkenstone down by night, and... I gave it to Gandalf and Bard to be held against my fourteenth share. The next morning, they came to negotiate again, and revealed the Arkenstone. You were-" she swallowed, regret and self-loathing in her voice. "You were so disbelieving... and then enraged. I admitted my part and you... you took me by the throat and... you wanted to throw me from the ramparts," she said, breathing heavily, her eyes clenched shut. "Gandalf stopped you, and I fled down to their camp. You... banished me, and no friendship of yours went with me," she said.

"Is that all?" Thorin said, feeling like his heart had been carved out.

"No," she said, her voice high and pained. "For all my good intentions, that betrayal did not keep you alive, nor secure peace for your people.

"Dain arrived with his dwarves, but so did an army of orcs. Azog did not die in Moria; he had hunted us since the Trolls, and he had mustered two armies, though we only knew about the first. Erebor was defended by Men, Elves, and Dwarves in what was called the Battle of the Five Armies. You remained locked up for much of the battle, content to guard your gold. I don't know what happened, but something changed, and you charged from your mountain, all thirteen of you, and entered the fray. You saw Azog's signalling post, up on Ravenshill, and went with Dwalin, Fili and Kili to cut the head off the snake. You did not know," her voice broke. "You did not know that it was a trap, and there was a second army coming, and they would overcome Ravenshill before entering the battle. F-" she sniffled and coughed a little, her face and voice wet. "Fili and Kili were killed by Azog and his son, Bolg. And you... You killed Azog in the end, but at the cost of your own life. I had tried to warn you of the trap, but I arrived too late. I held you in my arms," she choked on a sob, "And you renewed our f-friendship, and asked f-for my f-f-forgiveness, and then you were g-gone!"

Billa keened, pressing her hands to her face to stifle the sound, and Thorin mopped a hand over his own face, though it did nothing but smear his tears across his face. What a dreadful story! Thorin thought, horrified.

"The eagles came and the battle was won," she continued after a moment, her voice ragged. "Dain became king under the mountain, and all the others of our company survived. I went back to the Shire, and I did not leave it again until I was one hundred and eleventy-one, and then I left my smial and my magic ring to my heir and nephew, Frodo, and went to live with the elves. There is another story in that, but suffice it to say, I sailed with the elves for the Undying Lands twenty years later, and the last thing I remember of that life was being eaten by an enormous serpent right from the deck." Her voice was calmer now, and Thorin's own emotions calmed to listen to her.

"I woke up in Bag End, and at first I thought it was the afterlife, but soon I realized that I was somehow back in time, before I met any of you. I had often thought in my old age of what I could have done to save you, and what I should have done differently, and the moment I realized that you were alive again, I began to make plans to see you.

"Your company," she whispered again, as if admitting a great secret, "had become so much my family that I could not bear to wait another eighteen years to meet you. And I could not bear to see you die again, and I swore to do all I could to help you, and to make up for my mistakes."

She coughed again, clearing her voice and scrubbing at her face. "I never thought to tell you. I did not want to admit to the great mistakes I had made, or their grievous consequences. But... then you presented me with those knives, and it cut straight to my heart. I did not deserve your trust, for I had betrayed it once already. And knowing I did not deserve it, I had to confess the whole of it to you," she said miserably. "That is the whole of it, and I will submit to any judgement you make," she said solemnly, finally meeting his eyes.

Thorin stared for a long moment before he turned his eyes to the road ahead. He was hopelessly lost now, and it must be midnight.

"Take us back," he said quietly, handing Billa her reins but refusing to look at her.

He didn't know what to say. He didn't even know what to think. The story was too horrible, but something in his soul wouldn't let him disbelieve it. Her descriptions of places she had never seen were hauntingly accurate. Only Balin or himself could have known many of them, and he had listened to her lessons with Balin- this had never come up. Even if it had, Balin would never have shared such recollections with her.

And it seemed Balin had been right. The slavers hadn't been her first kills, or even her first battle. She had gotten along with them so wonderfully because she knew them in a previous life. And yet, his pride insisted, she had lied to him, to all of them. Such a thing was not easily forgiven! But, his heart whispered, she tried so hard to change things for him, and she confessed it all and offered her life to him.

Thorin didn't know what to think. He didn't know what to do. And so they rode in silence.

Despite her slumped shoulders and red-rimmed eyes, Billa guided them with confidence and for all that they had wandered the roads for hours, they were back at Bag End within twenty minutes, dismounting and unsaddling the ponies in silence. He walked to the front door and Billa trailed nervously behind him, waiting as he removed his boots.

She followed him down the hall and he walked into the drawing room, gathering the knives back into their cloth and staring at them pensively. She waited in the doorway, worries spinning in her mind like a churning river. Had she told him enough? Even if he killed her, would he still remember enough of her story to change the future? What must he think of her? What would Fili and Kili think? And Dis? Then his voice was calling her away from her thoughts.

"You said you would submit to my judgement," he said, voice low and gravelly, his icy blue eyes piercing her like spears. "That if I chose to stab you through the heart, you would consider it my right."

She held his gaze for a long moment, and nodded.

"Kneel," he said, his lips twisting as he spoke.

Still holding his gaze, she knelt before him, tall and straight as she could, her hands at her sides. He swallowed.

"Close your eyes," he said, his deep voice a whisper. She did so.

Moments passed, and she yet drew breath.

She heard the knives clinking as they moved, and the rustling of the cloth and a zzzt that sounded like a knife cutting through fabric. What was he doing?

She waited, keeping her breathing steady and calm.

She had lived for over one hundred and thirty one years; she did not fear death. If Thorin chose to kill her, at least he would do it cleanly. Whatever he chose, she would finally have his absolution, not just a dying farewell and that, more than living or dying, would give her peace.

Finally, she felt him come closer, bending over her. Was his hand, even now, grasping a knife to cut into her chest?

His hair fell over her face, silky strands caressing her and then he was breathing into her so-sensitive ear. He must have forgotten the ears! she thought hotly, all her composure quickly fleeing. She felt her cheeks heat up as frissons of unexpected pleasure coursed through her, but she focused on her breathing, trying to stay calm, just in case these moments were her last. She didn't want to die blushing like an idiot.

Her ear throbbed pleasantly as he breathed against it once more, and she shivered.

"Billa Baggins," he whispered, and the sound made her tremble. "You have confessed your wrongs and surrendered yourself into my hands for judgement." His voice was like distant thunder, rumbling ominously, threateningly, but quietly. His voice excited her, but the words sobered her, and for all that his touch continued to set fires through her, she focused clearly on him.

His large, strong hands took one of hers, and she trembled again. He pressed something into it. It felt like a hilt, but the throwing knives had bare metal hilts, and this hilt was silky, like cloth.

"You have said I may drive one of my knives into your heart if that is my decision. Do you stand by this statement?" he asked, and she quickly nodded, making his hair slip against her face, soft and sweet-smelling.

"Speak," he commanded her sharply, making the hair on her arms and the back of her neck raise in sensitive ripples over her skin.

"Yes," she whispered, knowing his ear was just above her mouth.

"I have not yet passed judgement, Billa Baggins," he whispered, still bowing over her, his voice still thrilling her even as his words threatened her. "You will keep this knife, hilt covered from the world just as you covered your true story from me. You will keep this knife on you, always. No matter where you go, you will wear this knife proudly and prominently. You will never, ever use it. When I have made my decision," he leaned closer, brushing his lips against her and making her breath hitch each time his lips touched her ear, "you will kneel, just like this, and offer the knife to me and then," he growled, low and deep, making her gasp and jerk away from too-much pleasure. His hand came up and clenched around the back of her neck, gripping her curls and pulling her back towards his mouth. The physical example of his strength excited her the same way the visual of his bare chest had in the forge, and as much as she could feel his strength and power, she could also feel his gentleness as he took care not to hurt her. "And then," he growled again, and she could not suppress a pleased whimper at the sound and the way his lips kissed at her ear with each word, "I will return this knife to you, either to your hand or to your heart."

He fell silent, breathing against the shell of her ear, his words reverberating around her soul. She was still trembling, giving tiny involuntary starts each time he exhaled against her ear, while his large warm hand still pressed against her, keeping her close.

"Do you understand, Billa Baggins of the line of Durin, Princess of the Shire?" he whispered, and Billa, overwhelmed, began to nod. But the movement pressed her nose into his sweet-smelling hair and rubbed her ear against his mouth and beard and she had to abort the movement as a flood of warmth coursed through her. She stilled immediately and tried to slow her staggered breathing and her wildly pounding heart.

"Speak," he growled fiercely, and Billa, the flushed trembling wreck that she was, could not disobey.

"I-I understand," she said faintly. She swallowed, praying that this strange, thrilling torture was almost over. Thorin loomed over her for a few moments more, breathing into her ear and caressing his fingers against her neck, but then he released her and moved away.

It took all of Billa's strength not to crumple to the ground as soon as his hand was gone. It had been supporting far more of her weight than she had realized, and she focused completely on staying upright, her nerves completely shot after his strange onslaught. She waited for him to dismiss her, or at least allow her to open her eyes, but after several moments passed and he did nothing of the sort, she dared to open her eyes.

The room was empty, devoid of Thorin and the knives he had forged for her. Her knitting was still crumpled on the sofa, where she'd left it. There was no sign that Thorin had been in this room, or that she had confessed everything to him. No sign at all.

It was only as she fell forward onto her hands that she realized he had left something behind. There in her hand was one knife, with cloth tied around the hilt, covering all the beautiful runes that Thorin had engraved. She closed her eyes again and brought it to her lips, gently kissing it in apology and remorse.

"I'm so sorry for this confusion, Thorin," she whispered to the empty room, regret heavy in her voice. "But, I'm so relieved you finally know. I spent so many decades wondering if I'd done wrong or right. I was filled with regret and shame and self-loathing. But now," she sighed, a measure of peace filling her, "I know that justice will be done. The wronged party will judge my actions, and things can finally be made right."

Then she sighed and slowly stood up, leaning heavily on the couch as her head swam. She clenched her eyes shut and navigated back to her room by touch and memory alone.

She sat on her bed, staring at the beautiful knife in her hands as moonlight poured in over her bedspread. Then she tucked it under her pillow and changed into a nightgown before sliding into her bed.

Despite the late hour, sleep evaded her. I need a lullaby, she thought, her thoughts a little wild and scattered. Oh yes, I know just the one.

Slowly and quietly, she sang the lullaby that she loved more than any she'd heard in childhood.

Far over the misty mountains cold,

Through dungeons deep, and caverns old,

We must away ere break of day

To find our long forgotten gold.

The pines were roaring on the heights

The wind was moaning in the night

The fire was red, it flaming spread

The trees like torches blazed with light

Her memories of dragon-fire and Erebor and dwarves and war whirled, dream-like in her mind, and slowly, Billa fell into sleep.

For the first time since Thorin had held her in his arms after the slave-raid, Billa had nightmares. But when she woke, there was no apprehension for Thorin's judgment. Only peace, knowing that all would be made right.