Gandalf slipped from the king's bedroom when he heard the steady rhythm of snores, telling him Thráin was in a deep sleep. Even that troubled him. Although the good lady of Lothlórien assured him Thráin was fine, he worried. Sinking into the chair Thráin normally occupied, he lit his pipe and stared into the fire that was starting to die down. Clinching the stem between his teeth, he threw three large chunks into the fire and stoked with the poker. Settling back in the high backed chair, he kicked his feet onto a low plush ottoman and drew a deep breath through the pipe stem. Blowing a dragon at the fire, he watched as it flew into the flames and dissipated. He let his thoughts drift back over the months and what they accomplished. He so wanted Erebor to be as it was, full of happy dwarves with plenty of food, ale and pipeweed.

"Maybe I'm worrying for naught," he muttered aloud. The closing of a door had his head twisting to see who would come into the king's private rooms in the middle of the night. The movement told him in an instant who entered. "Thorin, is there something I can help you with?"

Thorin limped to the chair not occupied and carefully lowered himself. "I woke in a strange bed and for the first time I'm not drugged or impaired. I tried to go back to sleep, but I'm slept out for now. I came to check on Father."

"I just left him, snoring loudly. He told me he learned to sleep with one ear open at Dol Guldur. To see him relaxed enough for me to be in the same room both worries and elates me, truth be told."

Thorin pulled his pipe from a pocket of a dressing robe and reached for a canister on the low table between the chairs. "Grandfather always kept the best Longbottom in this jar." He opened it and gave a whiff. "I see someone has replaced old with new."

"Most likely Huf. Dáin loaned him to your father until the mountain is replenished with dwarves."

"Dáin is leaving soon. When are the elves leaving?" Thorin figured Gandalf knew.

"Oh, I would think sometime this week. I believe negotiations will conclude tomorrow and they will be here for their wine and ale. I was quite surprised Celeborn did business with your father, as his dislike of dwarves is well known."

"I caught some of what must have transpired yesterday. I missed why we are selling or trading to the elves our best vintages."

Gandalf caught him up with the negotiations and trivial matters to date. "What do you make of your father's time in captivity?" This was his first real talk with Thorin of old and he missed their conversations around the campfire late at night while the others of the Company were asleep.

"I'm still processing he is alive." Thorin drew on his pipe. "One of the reasons I'm here in the middle of the night. When I woke, I was thinking I dreamed everything and he is still missing."

"Words can't describe how awful I feel," Gandalf confessed. "I wish I had taken your intuitions seriously."

"We may have been a match for a dragon, but I doubt we would have fared so well against Sauron," Thorin replied, with his eyes on the flickering flames. He was still carrying a mountain of guilt for not searching longer and harder. Thorin had a thought. "You know, when I was fighting Smaug, I was clear headed."

Gandalf looked at him in surprise.

"I think I was so scared, I didn't use the part of my brain that was fogged up," he concluded.

"How about when you fought the orc army?" Gandalf asked and looked critically at Thorin as if he could detect anything amiss and didn't mention his efforts in breaking Sauron's curse over the line of Durin.

"The same. The same fear was coursing through me and I was much clearer. It was only when I wasn't afraid that my mind wasn't normal." He didn't have the correct words for the disparity to make Gandalf understand.

"Elrond was telling me once about the difference in bodies when in pain or afraid. He can read emotions and has various methods of healing when dealing with each. You weren't scared in the elven tent?"

Thorin thought back to Thranduil placing him on the mat. "I wasn't afraid, but didn't like where I was. You know my distrust of elves."

"What were your emotions while in Rivendell?" Gandalf knew Thorin didn't want to be there and was impudent towards their hosts.

Thorin was silent for a moment. "I mainly experienced distrust, not anger, but did resent you tricking me. They were too kind to us for me not to show some courtesy." He caught Gandalf's smile and gave one in return, a silent acknowledgement that he was hard to handle and subterfuge was required.

"Radagast found the curses Smaug and Sauron placed on this place and diffused them. He spent days wandering throughout the mountain with Beorn as his companion. Turns out, they are friends, although my path had never crossed Beorn's. I hope we never face another dragon like Smaug."

"Do you think there are more?" Thorin asked and a hint of dread was in the undertone.

"I asked Gwaihir, the Great Eagle who rescued you, if there were more fire-drakes in the far north. He said if there are, none have been seen and it's believed Smaug is the last. Did you know there was a cold-drake here at the battle?" Gandalf asked and reached for the canister of pipeweed.

"There was? No, I spent most of my time on Ravenhill." He watched Gandalf take a long match and light the end in the fire and bring it to the bowl of his pipe and puff heartily.

Blowing a ring, Gandalf replied. "The elves killed it swiftly so it didn't do much harm or get close to any dwarves. I'm thinking it may have been the only one in Gundabad or they would have brought all of them."

"Do dragons reproduce?" Thorin asked and his father's admonishment to get more education flitted through his mind.

"No. Thankfully when we kill them all, there will be no more. Dragons were once Maia like me, who were drawn to evil by the seducing lies of Melkor before the Years of the Trees in ages past."

They smoked in silence for a short time, comfortable enough with the other to not make small talk.

"How long are you staying?" Thorin broke the silence.

"Oh, I'll be here for the winter and go with you and Bilbo in the spring. Elrond is braving the pass with his horses. I'm sure it will be open yet." He stopped short of saying the ring of air, Vilya, would insure such.

"Good, then I'll task you with my education."

Gandalf's eyebrows rose and he pulled the pipe from his mouth. "What can I teach you?"

"History. You saw I didn't know where dragons came from. Father is having Lord Vitnir of the Iron Hills come and teach law. He used to live here and was my family's primary teacher. He is charged with written contracts east of the Misty Mountains between the clans. Any dispute over word of law; he is the arbitrator. I have hopes Ori will take to learning law and succeed Vitnir, as he is not young anymore."

"I thought Balin was keeper of the law?"

"He is for west of the mountains. Now, father will keep him so busy, he'll command his own conglomeration of non-callused dwarves."

Gandalf chuckled. "I have a hard time picturing a dwarf that can't fight."

"Oh, all males are required to learn the basics of weapons. Ori was pampered by his mother and I didn't enforce warrior training on him. I was a fool to allow his brother's talk me into bringing him."

"He is a Durin and had a right to make his own decision. Gimli on the other hand will be a handful when he arrives," Gandalf unnecessarily added.

Thorin snorted, "Gimli is a better warrior already than Ori could ever hope to be and he's just sixty. I would have brought him, but Glóin had the final say and he said no."

Gandalf looked at the enormous fireplace, still adorned with weapons from Thrór resting within easy reach. "You have talked about many things, Thorin, but never what it was like as a dwarfling in this mountain."

Thorin swallowed heavily and his eyes gleamed with unshed tears all the sudden. "It's hard," he replied roughly and swallowed the lump in his throat. "My mother and grandmothers used to say I was all dwarrow and the few times I returned home without torn clothes or blood and dirt, they would insist I was sick. I had access to my grandfather's throne from as far back as I can remember. I grew up in his and my father's shadow. I thought they were the greatest dwarves to ever live. My grandfather was so wise and my father….." he trailed off as his eyes rested on a burning ember.

"Well?" Gandalf prompted, not wanting it to end there.

"Let's just say, I worship the ground my father walks on. He was and is everything I wish to be and never will."

"I wouldn't say that," Gandalf started to protest.

"You already have," Thorin reminded him.

"In your state of mind, you weren't setting a good example. But listen to me, Thorin Oakenshield; I only heard your praises sung by the dwarves in the years you ruled. Don't dwell on what you can't redo. Tell me of your childhood here." Gandalf changed his tone to cajoling. He could best help Thorin if he knew him better.

"My father used to pack me with him almost before I could walk. It became a common sight to see the Crown Prince with a baby bag slung over his shoulder and me on his arm. I never knew a time where I wasn't with him when I was little. I would watch him practice in the sparring ring and cheered for him to the delight of the warriors. He made me a tiny set of weapons and after working out, would get on his knees and walk me through my sets. He blocked with his arms and hands until I was about five and smacked him upside the head with my tiny Warhammer. I can still hear the warriors laughing at him. My mother used to beg him to leave me home so she could have time with me. He grudgingly allowed her the afternoons when he had to leave the mountain or attend meetings, as he knew I hadn't patience for sitting. I quickly bored with dwarrowdams talk and fussing of me and was extremely happy when Frerin was born."

"How much age was there between you two?" Gandalf asked.

"I was six when he was born. I remember my mother growing around her middle and her trying to tell me I would have a baby brother or sister. I kept telling her I needed a brother and a girl wouldn't do. That caused great amusement within the family. The day Frerin was born, Father stayed in our family chambers, paced and drank non-stop, although it was morning. The dwarrowdams were all in the bed chamber and dwarrows kept popping in and asking if it had been born yet. Lunch was brought and Grandfather joined us. I remember eating with them at the table and Da gave me ale for the first time. He said a big brother needed to know how to hold his ale. What I didn't know and Father told everyone for years afterwards, it was it put me to sleep so I quit bugging him to spar."

Gandalf laughed, "I can picture Thráin doing something like that."

"I was about ten when I started my education. Mother insisted, and although Grandfather and Father were in no hurry, she wanted me to learn my runes. Knowing I couldn't sit still for more than a few minutes, Father turned it into a game in the warrior's caverns. Mother didn't care, just so long as I could read and write. Father would take his sword and scratch a rune in the dirt and I would copy it with mine. He would tell me what it was and then take me around the mountain to try and find that rune on walls and doors. I must admit a little jealously towards Frerin. I was around nine and him three when Father started carrying him with us, like he did me. I asked why he had to come."

"And I said, because he is also my son," Thráin spoke from the shadows.

"I hope our talking didn't wake you." Gandalf rose as Thráin approached the fireside. He quickly pulled up another chair and they formed a cozy circle in front of the fire.

"I had too much ale an had ta relieve myself. I was curious ta the voices I heard in my chambers." He reached for his pipe on the table.

"Thorin was telling me of his childhood in the mountain," Gandalf supplied the explanation.

Thorin continued, "There were other boys my age and I started to spar with them, although I was superior in skills. Father put me with older boys. They didn't take too kindly to a youngster being their equal and I went home more than once with a bloody nose because I couldn't control myself around their taunts. As time went on, I bested them and they started to respect me and we went to the Iron Hills to fight their lads in a competition. I was around thirty years old by then and beat all the lads up to Dáin with the sword. I couldn't best him yet. It was one of the most enjoyable times I had as ah dwarfling and spent the entire summer with cousin Dáin. He was just enough older that I looked up to him. He taught me how to ride boars and rams and I hated going home that fall, although I did miss my family."

Thráin smiled at the memory of the contest. "My pride in him was beyond measure an he left much out of the tale. I did sparring with Frerin just like I did Thorin. It was my way of bonding with the boys an it must have worked as we were always close, even in hard times."

Thorin nodded and repacked his pipe and handed the jar to Gandalf.

Thráin continued. "Most of my schooling came when I was older an could sit longer. I didn't push my boys into learning. They followed me everyplace an picked up more than the average dwarrow just by listening ta me carry out my duties as Crown Prince. I wanted them ta know everything I did in case they had ta take my place. The only time they didn't shadow me was the time that plague hit the mountain."

Thorin groaned. "I remember that time. It hit the young and left the adults unaffected. I got the chills and was so weak that I couldn't stand. The healer came with medicine, but said it had to run its course. I feel sorry for the dwarrowdams as they had to clean up after me and Frerin. It came out both ends constantly. Either we were messing our beds or throwing up."

"The king ordered the mountain closed as it came in with a band of traders from the Red Mountains," Thráin added. "I was in Dale an couldn't get back into the mountain for ah week. Ravens kept me informed on my family. Lis had just given birth an I feared we would lose the baby."

"I remember," Thorin said softly. "His name was Gwarin and he was beautiful."

"I didn't know you lost a child, Thráin. I'm so sorry," Gandalf offered a belated condolence.

"Three days into my exile, ah raven brought news of his death," Thráin added somberly. "I begged Father ta let me back into the mountain ta lay him ta rest, but was forbidden. We didn't know if the sickness would just stay with the dwarflings an he wouldn't risk it. Finally the sickness passed an nobody else was taken ill an I was allowed back into the mountain with the other exiles. We lost all the newborns up ta six months of age an they are buried in ah crypt made just for them. It was ah hard time for the families who lost ah dwarfling, an I thanked Mahal for not taking them all. Nothing was said because the king didn't want the sickness ta be used as ah weapon an ordered the deaths never ta be spoken of."

Thorin picked up the thread. "I remember when you came into my bedroom where I was still in bed. You held me tightly for a long time and I didn't want you to ever let go. Frerin was brought in and you held him and tried to make us feel better with stories of Dale and all we missed. The dwarrowdams were also present and Grandfather. I never thought of you and him as rulers, just family."

Thráin smiled at his son. "Inside the family home, that's what we were. We tried ta make learning yer royal duties as if natural. That's how I learned, at my father's side."

Gandalf listened to father and son talk, searching for discord or resentment on Thorin's part. So far, he found nothing. "Thorin, I have to ask, how do you feel having Thráin home?"

Thorin looked startled. "It's the greatest gift Mahal ever gave me. I hated each and every separation of my father and me. You should have seen us together, Gandalf. After we left here, I became his right hand and Frerin his left. It was too much for one dwarf to lead our scattered people and Grandfather was in no shape. It fell to Father."

"When I heard of the calamity of Erebor, I rushed to help, but everyone was gone," Gandalf stated. I tracked you as far as Lothlórien and went to the Lady Galadriel for her wisdom. She looked into her mirror and gave her prognostication of many years before we could retake the mountain. She foresaw Thorin and not you, Thráin. That troubled me and I tracked your movements thereafter."

Thráin nodded. "I felt our meetings were more than chance."

"Forgive me for taking you off the subject, Thorin," Gandalf apologized. "You were telling me of your youth in Erebor."

Thorin grunted in the fashion of dwarves. "It was ah charmed life. I was royalty and had everything a young dwarf could ever want…." he trailed off and grinned at his father. "By the time Dis was born, I wanted a sister."

Thráin laughed, "Frerin put in his order for ah little brother ta do the things Thorin did with him an Thorin was ready for ah sister."

"I was getting old enough to be curious how Father would deal with a daughter." Thorin smirked at his father.

"I see no difference between ah son an ah daughter. I wish yer mother understood," Thráin groused with a smile. He looked at Gandalf. "Lis took my Warhammer ta me when I said I was taking our daughter ta the training arena. The other dwarrowdams in the family wing were looking for things ta hurt me with also. Father was laughing so hard, he couldn't help. I had ta learn ta enjoy my daughter when I got home in the evenings. It wasn't long an she had me wrapped around her little finger. Under the dwarrowdams watchful eyes, I was allowed ta spar lightly with her, but hitting back was forbidden unless I wanted another taste of my own Warhammer. Whereas, the boys were mine, she was their little princes. We had an event in Dale one day as ah family. I carried Dis, an for the first time the dwarrowdams allowed me ta show her off in Dale."

"I remember," Thorin added. "We were at a fair and the royal family was to be present for the opening. There was so much to do that Frerin and I didn't want to stand around on display."

"I didn't either at yer age, but it went with the title, Durin Folk. We had our guards with us of course, an ah group of men decided ta take the dwarrowdams masks off," Thráin remembered as well. "They had ah wee to much ta drink. Jötun swung his axe just as ah hand wrapped in Lis' beard. She cried out an stumbled back with ah hand still grasping her face. Just ah hand an nothing attached."

"It was my first encounter with someone not a sparring partner," Thorin threw in.

"After my subpar training, I laid down the law with my father. All sons of mine would be trained with his first baby steps. Thrór an the dwarrowdams agreed after what happened ta me. I saw Thorin take his sword an back ah man to the edge of the wall an order him ta jump. He did, an ran away after ah bumpy landing. I was still holding Dis in my arms an didn't want ta put her down as she was only four, an small. I took the dwarrowdams back ta the mountain an let the boys stay under the watchful eye of Jötun."

"I don't remember. Why weren't Grandfather and Nár with us?" Thorin asked.

"I was in charge of Dale, as ye now are. My position wasn't ta be overshadowed by the king's presence."

Thorin nodded, memory returning.

"So Thorin picks up your old duties?" Gandalf adroitly inserted.

Thráin nodded. "He does, an soon he will remember all I used ta do, just as soon as more dwarves come an we start production again." With that he stood. "I'm returning ta bed. Night all."

Thorin and Gandalf stood and quietly left.