A/N: New chapter! It's only a little bit past a month, so not too bad for my update speeds! Anyway, this one bounces around a little bit, as it covers a few different events over their week at Rivendell that are important for the future. It's still mainly Fili and Alison's POV, but the last bit is from Bilbo's POV, since I felt I should include at least a bit of the main plot still, and Bilbo seemed the best one for that scene. Hopefully I did okay with representing his POV!

PS: Easter egg in here for those who are looking for extra nerd points ;).

Thanks as always to those who have favorited, followed, and read - I'm glad you're enjoying the story!

Extra special thanks goes to my reviewers of last chapter: dark sk8ter girl, Puffgirl1952 the 2nd, and Moira Starsong, who is writing an awesome Fili/OC story herself you all should check out if you haven't already!

PLEASE REVIEW EVERYONE - IT HELPS KEEP ME MOTIVATED FOR FASTER UPDATES!

Disclaimer: As always, I don't own the parts or characters you recognize, and there's swearing and mature themes to avoid if you don't like them ;).

Chapter 7: Friends with Benefits

"Honestly, laddie, you need to stop holding back if you expect to train the lass properly," Dwalin grumbled.

Fili shot the older dwarf a look of surprise. He and Alison had paused for a moment in their morning training; he'd moved her up to sparring with him with wooden swords, rather than just instructing her through the steps, and thought she was progressing fairly well, considering she'd confessed to knowing nothing of fighting before. He did not have any idea what Dwalin was referring to, however. "I'm not holding back," he protested.

Alison frowned at him, from where she stood facing him several feet away in the grassy courtyard the elves had provided them for training. It was a large yard; most of the other dwarves were there as well, sparring with one another to keep themselves sharp, taking advantage of the fine weather and bright sunshine. Targets had been set up at the far end of the courtyard, where Kili and Lily were, and Ori was sitting a few feet away from them on a bench, sketching. Uncle was nowhere to be seen at the moment, but Dwalin had been watching them for the last few minutes, and snorted at Fili's statement, crossing his arms over his chest.

"You'd better not be holding back," Alison told him with a scowl. "I want to learn how to defend myself and how to help, and that's not going to happen if you treat me like I'm fragile."

"I am not," Fili protested again. At least, he didn't think he was. Perhaps, considering that it was his One whom he was sparring with, he might be subconsciously holding back without realizing it. It was, after all, only the first morning after they had finally lain together, and he could still see visions of her naked and writhing beneath him, or moving gracefully above him, as she had been the night before. He was certainly not at his most focused, he admitted, nor did he have any desire to hurt his One, even if it would be an accident occurring during training.

"Aye, you are, lad," Dwalin informed him, meeting his gaze evenly. "You do remember that I helped train you? I know exactly what you're capable of, and you've not been showing any of that while training the lass here."

Fili sighed, meeting Alison's gaze this time. "If I am holding back, it's not intentionally, I assure you."

She nodded, smiling slightly, her anger apparently gone. "No, I get it." She turned to Dwalin. "Will you train me, then?"

Dwalin blinked in surprise, his arms dropping to his sides. "Are you certain, lass? I'll not go easy on you."

She nodded again, one hand planted on her hip, while the other still held her wooden sword. She was wearing the clothing the elves had provided her with, a pair of form-fitting brown breeches with a green tunic that came down to mid-thigh on her, cinched in at her waist with the sword belt, and a pair of high leather boots. Fili wasn't entirely sure how he felt about the elves being able to provide her with better clothing and equipment when he could not, but he had to admit it was a well-made and practical outfit that would serve her well once they left. "I'm sure. That's why I asked you. I want to be able to help."

She turned to Fili now, looking apologetic. "I'm sorry, it's not that I don't want to train with you, but I do want to become as good as I can, and if you are holding back, even subconsciously . . ."

"I understand, Ali," he reassured her. He wasn't offended; even though he wanted to be the one to keep her safe, he recognized that it would be best for her to know how to defend herself as much as possible, just in case he wasn't around to protect her. He stepped over to the side, handing off his wooden sword to Dwalin, and picked a stone bench several feet away to sit and watch.

Dwalin, as Fili had known he would, launched into the training almost immediately, moving forward quickly and swinging hard at Alison. "Oh shit!" she exclaimed, barely getting up her own wooden sword in time. Fili flinched, feeling the urge to jump in and help her as the fight continued in much the same fashion, but he merely gripped the stone bench tightly and forced himself to only watch as Dwalin had Ali down on the ground within five strokes, wooden sword pointed at her throat. "Are you done already, lass?" he asked mildly.

"No," she retorted, swiping his wooden sword away and scrambling to her feet. "I can do this all day!"

Dwalin laughed. "That's the spirit, lass!" And in a few seconds more, he was back to swinging hard at her, driving her back and calling out instructions occasionally as they went. It was all a very familiar sight to Fili, who had indeed spent much of his training with Dwalin, and then again watching Kili train with him when he wasn't practicing archery. It still didn't make it easy for him to watch, considering his One frequently got hit in the side or the arm or her leg, or knocked to the ground. Still, he made himself stay on the sidelines and watch, since this was what she wanted – and he knew it would help her.

"The lass is working hard," Nori observed, tucking something inside his coat as he came over to the bench Fili was sitting on. Fili suspected it was something that had originally belonged to the elves, but he didn't see any point in berating the other dwarf. If Uncle was worried about it, he'd see to it personally.

"She is," Fili agreed.

Nori nudged the pile of weapons and Fili's coat that lay by the bench, left there before training started. Among them was the sword he'd found for Ali in the troll hoard, as well as the two daggers he'd told her she could keep. "Two daggers and a sword," Nori went on, looking up at Fili with mischief gleaming in his eyes. "Does the lass know of the significance of gift-giving?"

"No." Fili met the other dwarf's gaze evenly. "And I'd prefer she doesn't, just yet. She's not ready to hear it. Besides, I only gave her one dagger and the sword."

"Really?" Nori raised his eyebrows. "How did she get the other one, then? It is yours, isn't it?"

"She stole it from me," Fili admitted with a grin at the memory of just how she'd done it.

Nori laughed at that. "Did she? And however did she manage that? I've never been able to do it."

"Of course not. You can't distract me the way she can," Fili replied, his grin widening as he watched Alison continuing to spar with Dwalin.

Nori smirked. "True enough. Perhaps I should get her to help me out sometime." He watched the training for a moment more before adding, "You are very lucky, lad."

"I am," Fili agreed. Or at least he would be if he could convince Ali to stay with him. "Does that mean that you and the others approve?" He knew that all of the dwarves had to have been told, or at least guessed by now, what Alison meant to him. He still wasn't sure if Uncle fully approved yet, but if the rest of their company did, it would go a long way towards convincing Uncle.

"I like her," Nori declared. "So does Ori. Dori, well, he likes her when she's not being 'inappropriate' as he says. But then he doesn't like me half the time, either. As for the others . . . aye, I think they all approve of your lass well enough. She'll fit in quite well in Erebor, I should think, starting food fights and all."

"She hit you in the face with potatoes," Fili pointed out with a grin.

"Exactly!" Nori whacked him in the shoulder. "She'll fit in just fine. Now, what about Kili? Does the lad have any intentions towards her sister? If not, I think Ori might have some thoughts in that direction. Once he finds the courage to express them, anyway."

"Honestly?" Fili glanced over at the targets, where his little brother appeared to be giving Lily some advice on her stance. "I don't know. He likes her, certainly, but he's not told me anything beyond that." While he knew Kili was definitely attracted to Lily, his little brother had not said anything about having deeper feelings for her, or about Lily being his One. Not even after Fili had confessed to him about Alison. As far as he knew, they had not so much as kissed yet.

"Hmm. Well, I'll tell Ori he may have a chance after all." Nori cast him a sly glance. "And your intentions towards the distracting little thief?"

Fili looked over to Alison again, how hard she was focusing on what Dwalin was saying, and the way her hair shone like fire, before he looked back to the other dwarf. "My intentions are that she will be my wife one day. If she agrees, of course."

"Good." Nori nodded in approval. "I look forward to many more food fights and stolen daggers." He laughed as he walked away, leaving Fili to watch the training once more, and Fili found he couldn't help but agree. She could steal as many of his daggers as she wanted, as long as she stayed with him.

Fili groaned as the first rays of morning light hit his eyes as they snuck through a crack in the curtains in Ali's room. It was the morning after his third night in her bed here at Rivendell, and if the sun was already rising, he needed to make his way back to his bed on the balcony with the other dwarves before any of them woke up, as little as he might want to.

He doubted that any of them were actually fooled by his sneaking away after everyone had fallen asleep, and sneaking back before dawn, Uncle least of all. Still, he thought it best to keep up the pretense, particularly as he did not have Uncle's official blessing for the relationship just yet.

Still, it was difficult to make himself move; the bed was quite comfortable, but better yet, he had a naked Ali wrapped in his arms. As had become common over the last few nights, her back was pressed to his front, his arm snug around her waist, their legs tangled in one another's. It felt so right that he was reluctant to leave the bed, though he had little time to dawdle. And even less time to satisfy his arousal, he reminded himself.

She stirred in his arms, rolling over to look at him, her eyes heavy with sleep and her hair in a wild tangle around her head. "You have to go, don't you?" she murmured, stifling a yawn.

Mahal. He squeezed her more tightly against him, overwhelmed with feeling. Every morning that he woke up in the same bed with her, every night that he spent making love to her, every time he had her wrapped in his arms as they fell asleep, the happiness and elation that he felt rising through him seemed to grow more powerful. And every time he had to tear himself out of her bed to return to the cold and lonely comfort of his bedroll, it grew harder. He wanted to stay here and make slow, sweet love to her as the sun rose. He wanted to stay together all day in bed. He wanted . . . he wanted too much, right now, he realized. Too much for her, anyway.

So he made himself nod. "I do." He couldn't stop himself, however, from leaning down to kiss her, a slow, lingering kiss to express all the feelings locked inside him. It was only when he pulled back that he realized his mistake.

Her eyes were wide as she searched his own, fear lurking in their depths, and he quickly tried to make himself as expressionless as possible. She wasn't ready for a kiss like that, and that was suddenly very clear as she said slowly, "Fili . . . I – I have to ask you something."

He strove to make his tone as casual and light as possible as he replied, "Of course, Ali. Ask whatever you would like."

"You're not . . . looking for a serious relationship with me, are you?" He could tell she was trying to make the question light, trying to sound as though it didn't matter one way or another, but he could see the growing terror in her eyes, feel her body stiffen as if poised for flight.

He had to be careful how he answered this. Though every fibre in his body screamed for him to say yes, to tell her that she was his One, he knew that would only send her fleeing in terror. Lily had been correct; Alison was very clearly terrified at the thought of anything serious between them. Yet, he did not wish to lie to his One outright, either. That was no way to begin a courtship. So he answered her the only way he knew how: with another question. "Are you looking for something serious?"

"No," she said quickly, shaking her head, and even though it was the answer Fili had expected, even though he could see the fear driving it, it still felt like a punch to the gut to hear his One say she didn't want him. "No, I'm not," she went on more calmly, giving him an apologetic glance. "It's nothing personal, Fili, I hope you understand. I'm just not looking for anything permanent with . . . anyone."

"Nay, of course not, lass, I understand." He took a deep breath. He had to find a way to keep this going, even if only as a dalliance; not only could he not bear to be separated from Alison, he knew Lily's plan wouldn't work if she fled from him now. So he forced himself to say, "Can we not continue as we have been? Enjoying one another's company in and out of bed, without any deeper promises?" Yet, anyway.

She nodded, looking relieved. "Yes, of course, we can do that. Where I'm from, we call it friends with benefits."

"Friends with benefits?" Fili repeated, curious, his attention momentarily diverted by this mention of something from her homeland, of which she spoke so little.

She smiled, looking slightly amused. "Yes. It's when you're having sex with someone, and you're friends, but neither of you wants to be in a serious relationship. The sex would be the benefit you don't normally get out of a friendship."

"That is quite the benefit to have, then," he replied, striving to sound amused, and he must have succeeded, for she laughed and nodded. "And I wish I could enjoy that benefit once more this morning, but I should return to the others before someone wakes up."

"Of course." She watched him as he climbed out of the bed, finding his clothes from where they'd been scattered the night before. "Tonight, though?"

"Aye, lass," he agreed as he tugged his breeches on. "I'll join you again tonight."

"Good." She gave him a wicked smile, and in spite of his heartache, his body reacted with the desire it always did as he pulled his tunic on as well. "I look forward to it."

"As do I, Ali," he told her sincerely. He would not miss any moment in her bed, even if she only wanted lust from him and nothing else. He would simply have to take better care to keep his feelings contained for now. He headed for the door after he'd gotten his boots on, glancing back at her in the bed. "You should get some more sleep."

She nodded as he slipped out the door, closing it carefully behind him before he made his way through the darkened hallways, back towards the balcony. Seeing the true depths of her fear of love worried him; would he truly be able to help her overcome that? Would she develop feelings for him over time if they continued to be "friends with benefits" as she called it? Would she ever agree to marry him? He would need to talk to Lily again, he decided. He needed some assurance that this plan of hers would work, because he did not want the cold loneliness that he felt upon returning to his bedroll to be the way that he felt for the rest of his life.

Now would be as good a time as any, Alison decided as she spotted Thorin sitting alone on a stone bench, watching Fili and Kili spar with one another. She'd just finished up her morning training with Dwalin, which, while brutal and intense, had taught her a lot. She might actually be somewhat of use in a battle now, if she needed to be. And while she was starving, since it was time to go grab lunch in the elves' dining room before her afternoon of learning about herbs with Oin, she could take a few minutes to talk to Thorin.

She wanted to soften the stern king towards her and Lily a bit more, as he'd spent little time talking to either of them over the course of their stay at Rivendell. Tomorrow night was when the map would be read, which meant they would be leaving early the following morning. Before they got back on the road, and into the mountains where she and Lily had decided her visions would be temporarily "blocked" until Bilbo got the Ring, she needed to convince him a bit more of their sincere desire to help and be useful. She'd thought of a good way to find common ground with him; now she just needed to put her plan into motion.

She crossed over to the bench and sat next to Thorin, a respectful distance from him, noticing as she did that Lily was still talking to Ori, probably telling him another modified story that he could write down. Well, that was fine; this would be easier without having Lily around, anyway.

Thorin cast a quick glance at her, looking a bit surprised that she'd sat down by him, but at least he didn't look pissed. He didn't say anything as he turned his attention back to his nephews.

"I have two nephews myself, you know," she began. This time, Thorin shot her a shocked glance, and realizing why he was so surprised, she quickly clarified, "M - Our older brother's children." This was why it was better that Lily wasn't around for this conversation; while she knew the boys, they weren't actually her nephews, nor was Wyatt her brother. While she knew them fairly well, due to how much time their families spent together, she didn't feel about them the same way that Alison did, and Alison thought if Thorin was anywhere near as observant as Fili, he'd probably notice that right away, and wonder about the discrepancy.

"They're not as old as your nephews, of course," she went on. "Dean has only just learned to walk, and Luke is only four years older." She didn't want to actually specify their ages, as she wasn't exactly sure how she was supposed to age as a half-dwarf, let alone how her supposedly half-dwarf brother's children should age. "Still, I know how you feel about them." She nodded at Fili and Kili, still fighting hard while they teased one another.

Thorin raised his eyebrows, his dark gaze otherwise expressionless. "Do you now?"

"You love them like they were your own," she replied simply, working not to tear up over the memory of the two of them calling out "Auntie" and running to see her whenever she came over. She'd always tried to visit them at least once every two weeks, if not once a week, and as she'd been living with her brother and sister-in-law when Luke was born and for the first two years of his life, she sometimes felt like his second mother. Every day, she was reminded of how much she missed her family, her friends, and everyone she'd lost. But somehow, thinking of her nephews was the hardest; wondering how they'd reacted to being told she was dead, if they'd cried when she wasn't there to comfort them, and knowing that she would never see them grow up into young men the way Thorin had with his nephews. Somehow, she managed to keep the tears from spilling over as she met Thorin's gaze and he gave her a brief nod of agreement, his expression softer, though he said nothing.

"And because I know that," she went on, "I just wanted to reassure you that Lily and I will do everything we possibly can to help, and to keep them safe, along with all of the others. We're doing our best to learn how to fight so we don't burden any of you, and we'll do absolutely everything else in our power that we possibly can to help you all get back Erebor and stay safe. And I'm going to have a talk with Fili about not trying to protect me so much."

"I appreciate your desire to help, and to keep us all safe," Thorin said after a moment, his voice sounding the warmest she'd ever heard it. Still cold compared to an average person's voice, of course, but it was progress, and he looked as though he were smiling slightly as he went on, "I doubt you will get Fili to agree to not protect you, however. Or for Kili to not protect your sister. There are very few women among Dwarves, so we are very protective of the ones we do have. And as they have been helping to train you, they will likely feel extra responsibility for your safety."

Well, that certainly explained why Fili was so protective of her, in spite of the fact that he apparently didn't have any deep feelings for her, Alison mused. She was glad he didn't, of course, she reminded herself, for when he'd kissed her that other morning, it had felt so intimate and loving that she'd become terrified she was going to break his heart. But when she'd confronted him about it, he'd so quickly agreed to the friends with benefits arrangement that she'd decided she must have been wrong. And his over-protectiveness was apparently just an ingrained response from years of protecting women. That was good. That was what she wanted. That meant they could keep having casual sex without hurting each other, like she'd promised Lily. And once Erebor was reclaimed, with all of them hopefully alive, they would continue as just friends, so he could find himself a nice Dwarf woman. Everything was settled. She'd just have to convince him to stop treating her as a Dwarven woman, so he didn't get himself killed trying to keep her safe.

"I'm still going to try," she told Thorin. "I don't want him getting hurt protecting me. So I'll try to convince him to stop."

Thorin shook his head. "I still do not believe you will succeed, but I appreciate the attempt. Has your sister had any further visions of what will occur after we leave this place?"

Alison fought off a smile at how scornful Thorin still sounded of Rivendell as she shook her head. "Not yet. She thinks there might be some magic here that blocks her visions. Hopefully, once we leave, she will have more."

Thorin frowned. "Well, as soon as she does, have her inform me of what she sees. I will need to know how best to proceed, particularly with Azog tracking us."

Alison nodded, having expected some similar directive. "Of course. I've got a little advice about Azog, and fighting Orcs in general, if you don't mind. I know I'm not anywhere near being a fighter, but I have studied healing, and where I come from, a lot of that is about knowing how a body works. And knowing how it works, means I know the best places to strike, even if I'm not capable of hitting them."

"Oh?" Thorin said, his tone sceptical and his face expressionless once more. "Where would you recommend I strike, then?"

"From what Lily has told me of her vision of Azog," Alison began carefully, "he doesn't wear any armor higher up on his legs. And given how much taller he is than any of us, that makes his legs ideal targets." She tapped the back of her thigh. "Cut him here, nice and deep, and he won't be able to stand, much less walk or fight. And here," she tapped high up on her thigh, towards the inside, "is a vein that will make him bleed out just as fast as cutting his neck would. But you'll want to cut downwards, or at an angle, not straight across, for maximum damage."

Thorin studied her for a long moment, his gaze intense. "You are certain about this vein?"

Alison nodded firmly. "Very certain." Seeing that Lily was walking towards the bench, likely to come get her for lunch, she stood up. "Same goes for his warg if he's riding it. Don't try to fight him on the warg's back; just cut its legs out from under it, instead. Once the warg has collapsed, you can fight him on more even ground."

Thorin nodded after a moment. "I will take your advice under consideration."

"I hope so," Alison replied sincerely, knowing that answer was the best she could expect from Thorin. She nodded to him before walking over to Lily. "Come on, Lil, let's go get some lunch."

Lily nodded, calling out a greeting to Thorin, who gave her a brief nod in return as they walked by, heading for the dining hall. Once they were well out of the earshot of the dwarves, Lily murmured, "So what was that about?"

"Oh, just trying to get Thorin to like us a little better. I told him about my nephews. Or, I guess, our nephews." She met Lily's gaze, raising her eyebrows, and Lily nodded in understanding. "And that I knew how he felt about his nephews, so we would both do whatever we can to protect them. I also laid some groundwork for your visions being 'blocked'. Told him you hadn't had any since we'd been here, and you thought magic might be blocking them."

Lily nodded thoughtfully. "That's good. Easy enough to believe, since the valley is surrounded by magic, after all. And I can pretend that the effect lasts for a while after we leave, to explain why I don't see the stone giants or the goblins coming. But as soon as we're out of Goblintown . . ."

"Your powers can suddenly come back," Alison finished. "Which is right around when Azog will show up, conveniently enough. I also gave him some advice on how to hamstring Azog or cut his femoral artery. Not in those exact words, of course. Or cut the warg out from under him. We'll see if he listens."

Lily sighed. "Hopefully he does. If he can manage to kill Azog before we even get to Beorn's, that will go a long way to helping keep him – and his nephews – alive in the final battle."

"Let's hope so. If not, we'll have to think up some other things to do. Well, we should no matter what. And speaking of his nephews," Alison gave Lily a sly look, "how's it going with Kili?"

"Archery training is going very well," Lily replied innocently. "I'm hitting the target almost all the time, now. Kili says we'll try some moving targets tomorrow before we leave."

Alison snorted, whacking her lightly on the shoulder. "That's not what I meant and you know it. I bet you haven't even kissed him yet."

"Why would I?" Lily asked, raising her eyebrows.

Alison rolled her eyes. "Come on, I know you like him. Don't try pretending you don't."

Lily shrugged. "Of course I like him. But he hasn't shown me any sign that he's serious about me, and we can't all be 'friends with benefits'. That's just not for me."

Alison sighed. Lily hadn't exactly been happy when she'd told her about the conversation she'd had with Fili the other morning, in spite of her assurances that it was the best thing for both of them. She knew it was not the sort of relationship her cousin would want for herself, so she could understand where she was coming from. "Of course not, Lil. There's nothing wrong with that. But did you actually ask him what he wanted, or are you just guessing?" Or, do you just not want to get close to Kili at all, knowing that he might still die? She didn't say it out loud, though. She would be the last one to blame Lily for wanting to protect herself from that kind of heartbreak.

"I didn't ask, and I don't want to talk about it anymore," Lily told her as they approached the door to the dining hall.

Alison nodded. "Fair enough." Lily had always respected her wish to not talk about Chris; she could hardly disrespect Lily's wishes in return. "Just, you know, if you want to talk about it – or anything – you can."

Lily smiled. "Thanks. Back at you."

At the very least, Alison thought as they went to find a place to sit down, she'd not lost Lily. Though all the rest of her family and friends were effectively dead to her now, she still had her cousin to rely on, who had always been both for her; her family, and her best friend. If she had Lily with her, she was certain the two of them could figure out some way to save the doomed Line of Durin. And once they did, Lily could be with Kili, if she wanted, without having to worry. She could be happy. Alison couldn't have her own happiness anymore, but she could make sure Lily got hers, and she would. That – and keeping everyone safe – was all that mattered to her now.

"Alison. Your sister told me I would find you here. I wanted to talk with you before we leave tomorrow."

Alison looked up from the happily purring cat on her lap to see Fili approaching her, looking a little serious, which instantly worried her. She was sitting on a bale of hay in Rivendell's stables, having retreated here to spend time with the animals after her lessons with Oin. Not only was the stable full of horses, there were even a few cats for her to pet, which helped alleviate the lack she felt from not seeing animals every day, the way she had at home, between her work and her own pets. She'd never had Fili track her down here during their week in Rivendell, though, and now she worried that he might want to change their arrangement. Still . . .

"I wanted to talk to you, too," she told him, scratching the big black cat under his chin, increasing his happy rumbling. It was time she told Fili to stop protecting her, as she'd promised Thorin she would. "But you can go first, if you like."

Fili nodded, looking down at her and the cat in her lap with an odd expression on his face before he cleared his throat. "The quest will only get more dangerous when we leave here, especially if Azog is in pursuit of us. And though I would like nothing more than to enjoy your company every day, I cannot in good conscience ask you to keep putting yourself and your sister in danger for our sake. So, I just wanted to say that if you wish to remain here, with the elves, where you will not be in danger, I would not blame you."

Alison sighed, shaking her head. Not what she'd been afraid he would say, but still not something she wanted to hear. She lifted the cat off her lap, setting him down on the ground, and stood up. "And this is exactly what I need to talk to you about. You have to stop trying to protect me."

Fili shook his head, frowning. "I cannot do that."

"You can," Alison disagreed with him, planting her hands on her hips. "You just have to stop thinking of me as one of your dwarven women. I'm not a dwarf – not a full dwarf, anyway – and if you keep protecting me, it's going to defeat the purpose of me coming along. I want to help you all succeed. I don't want to be a burden that gets one of you killed." Especially not you. But only because he was Thorin's heir, she reminded herself, and her friend.

"You are not a burden," Fili protested, and when she opened her mouth to disagree, he went on, "You're not. That's not why I – " He took a deep breath and shook his head. "I cannot do as you ask. It would go against every instinct I have."

"And it would go against every instinct I have, to stay behind," Alison retorted. "I told you before, I want to help and I can help. So can Lily. We're not staying here. I don't want anyone to die, okay? And any one of you might die without Lily's visions or my healing skills. So I am going with you, and I don't want to hear you ask that again, okay?"

"All right," he conceded, holding up his hands in defense, though he was starting to smile. "But if I do not get to ask you that again, you do not get to ask me not to protect you again. If you are coming with us, I will continue to try and keep you safe, just as I suspect you will try to keep me safe. But if it helps, I will promise to try not to endanger myself too much while protecting you."

Alison nodded slowly. "It helps." She suspected it was the best she was going to get out of him, anyway, and remembered the slight smile on Thorin's face when he'd told her she wouldn't convince Fili to stop, and how sure he'd been. Probably knows just how stubborn his stupid nephew is. He's just like him in that way. She grinned a little at the thought; the two weren't alike in many other ways, but they were definitely equally stubborn.

She looked up at Fili to see that he was watching her with that familiar heat in his eyes now, and she gave him her best wicked grin in return. "Well, it seems we have a deal then. And that we're done talking."

"Aye, lass, I think we are." He closed the distance between them so quickly that it surprised her as much as it thrilled her; his mouth was on hers just as quickly, hot and urgent and full of need. She was perfectly fine with that; she could deal with need and lust, and in fact was more than happy to do it.

She threaded her hands into his golden hair, gripping tightly as she met his kiss with equal need, pressing her body firmly against his. He moaned something into her mouth that she didn't make out as his hands dug into her ass, lifting her off the ground and pressing her more tightly against him. She wrapped her legs around his waist as he backed her into the stable wall, rolling his hips against her, causing her blood to heat yet further and a shudder of desire to wrack her body.

She had to pull her mouth away from his, gasping for air, her hands still gripping his hair. He sucked in a breath of air as well, before he pressed his mouth to her neck and began sucking on it. "God, Fili," she ground out, shifting so she could feel his arousal between her legs, and rolling her own hips against his. She suddenly wanted nothing more than for him to fuck her against the stable wall; they would be back on the road tomorrow, with little to no privacy or safety, so why shouldn't they go out with a bang, so to speak, here in Rivendell?

"Ali, we shouldn't do this here," he mumbled against her neck, but when she leaned down and nibbled his earlobe at the same moment she rubbed more firmly against him, tugging on his hair, he groaned and nipped her neck in response. Quickly he shifted so that one arm remained beneath her ass, holding her up, while he deftly undid her swordbelt with the other. As soon as that was done, he slid his hand up beneath her tunic until he could cup her breast through the breastband the elves had shown her how to wear in place of her destroyed bra. She gasped at the feeling, sliding her hand inside the collar of his tunic as he wasn't wearing his coat, and caressing the heated skin there as their mouths met once more, hungry and eager.

At that precise moment, a startled exclamation in Sindarin rang through the stables. Alison looked over Fili's shoulder as he froze to see Lindir several feet away, staring at them in shock and embarrassment. Jesus, was he blushing? She didn't even know elves could blush, but his face was definitely turning red.

"Hey, Lindir," she greeted casually as Fili carefully set her down and stepped back from her, not turning to face the elf just yet for obvious reasons. Fili leaned down and scooped up the swordbelt he'd dropped, buckling it back on her; he looked just as embarrassed as Lindir, which was kind of adorable, and also disappointed, which Alison didn't blame him for. She was a little disappointed, too. Oh well, they could always continue this in her room later. They should still have some time together before they had to leave.

"My lady," Lindir said stiffly, bowing his head while Alison tried not to snort at the title. "My apologies. I did not mean to interrupt such a . . . private moment. I only meant to check on my horse."

"Oh, of course, don't let us stop you," Alison replied, struggling to keep a straight face. "We were just leaving. You know, somewhere more private." She grabbed Fili's hand, tugging him along after her as they passed Lindir, who cautiously watched them until they were out of sight.

She was giggling by the time they'd made it out of the stables and hopefully out of Lindir's earshot. Fili gave her a look that managed to be both exasperated and amused. Probably one he'd perfected with Kili as his brother, she thought as Fili said dryly, "I fail to see what is so amusing, Ali."

"The look . . . on his face . . . when he first saw us!" She managed between giggles, finally getting herself to calm down a little as they moved further away from the stables. "It was priceless! And oh God, I wish I spoke Sindarin – he probably said something like the elven version of 'holy shit' when he saw us!"

Fili gave her a wry look, though he was smiling. "I suppose I can see how that would be amusing for you. It was rather uncomfortable for me, however."

"Sorry," she apologized, feeling a bit more contrite. "I would rather nobody had found us, but I can fix that for you later." She gave him a sly smile, watching his eyes heat at her words.

"Mahal, Ali, you're not helping matters," he grumbled, shifting a little while she smiled innocently at him. "But yes, I will join you in your room later. First, we should go eat dinner; it will be the last full meal we get before we are on the road again."

"Yeah, you're right." Alison giggled a little to herself as they headed for the dining hall, envisioning the shocked look on Lindir's face, not even focusing on the fact that Fili still held her hand as they went, and she hadn't bothered to pull away.

Bilbo wandered along the stone pathways with the light of the crescent moon and the stars showing him the way as he studied the waterfalls for what might be the last time, turning the words of the map over and over in his mind. He had been with Thorin, Balin, and Gandalf earlier that night when Lord Elrond had finally been able to read the moon runes on it, which had left them with a riddle: Stand by the gray stone when the thrush knocks, and the setting sun with the last light of Durin's Day will shine upon the keyhole.

Durin's Day, as Bilbo had discovered, was the start of the Dwarves' new year at the end of the autumn, which also gave them a deadline. They needed to be at Erebor by the end of autumn. Thorin had been worried about the short amount of time, but Balin seemed certain they could make it. Bilbo was still wondering whether he should go at all. The dwarves seemed to care little if he was present or not, and while Lily and Alison seemed to enjoy his company, he was just as certain they could get on without him. Besides, Lord Elrond had told him he could stay if he liked, and Rivendell was a beautiful place. The elves were lovely people, with excellent manners, unlike the dwarves. Still, the riddle of the map intrigued him. He'd always liked riddles. What was he to do? He needed to decide soon; they would leave in the morning.

"Of course I was going to tell you," Gandalf's voice echoed among the stone pathways. Bilbo started, looking around for the wizard as he continued, "I was waiting for this very chance. And really, I think you can trust that I know what I am doing."

"Do you?" Lord Elrond's voice replied coolly. "That dragon has slept for sixty years. What will happen if your plan should fail, if you wake that beast?"

Bilbo had realized earlier at the meeting that Lord Elrond didn't seem to approve of the Dwarves' plan to retake their homeland, but he had not realized the elven lord was so set against it. And really, he had an excellent point. What if the dragon did wake up?

"What if we succeed?" Gandalf countered. "If the Dwarves take back the mountain, our defenses in the east will be strengthened."

"It is a dangerous move, Gandalf," Elrond warned, and Bilbo finally spotted the pair walking on a stone bridge below him, heading towards another pavilion.

"It is also dangerous to do nothing," Gandalf replied. Hearing a sound just behind him at that moment, Bilbo quickly turned to see Thorin himself standing behind him, also listening intently to the pair as they continued their talk. Thorin said nothing when he saw Bilbo watching, and with a shrug, Bilbo turned back to the conversation. "Oh, come, the throne of Erebor is Thorin's birthright. What is it you fear?"

"Have you forgotten? A strain of madness runs deep in that family," Elrond retorted. "His grandfather lost his mind. His father succumbed to the same sickness. Can you swear Thorin Oakenshield will not also fall?"

Bilbo glanced back at Thorin, shocked at this new information. Would the unshakable, strong Thorin really fall prey to madness? Thorin was looking upset and uncertain at the elven lord's words, however, starting to turn away, when another voice rang out clear.

"Isn't it rude to talk about another person's problems behind their backs? You would think a wise elf lord would have better manners than that."

Bilbo turned back to the scene below, startled at the sound of Lily's voice. She and Alison were standing below on the bridge, several feet behind where Lord Elrond and Gandalf now were, and the pair had turned to look at them in shock and surprise.

"Besides, Gandalf's right," Alison added. "It's too dangerous to do nothing. Sure, the dragon might get woken up. But did you honestly think it was going to sleep forever? Sooner or later, it's going to wake up on its own, and probably the first thing it's going to do when it gets bored is go roast Laketown and all the people that live there. And hell, by the time it does that, the people there might have forgotten about the dragon altogether. Wouldn't it be better to have an idea of when it's going to wake up, so they can do something about it? Or do you not care if an entire village of Men gets slaughtered, so long as you know in time to make sure Elves are safe?"

"That is not what I meant at all," Lord Elrond said coldly, "and I most certainly do care if those people are in danger. As they will be if Thorin foolishly stumbles in there and awakens the dragon."

"But they will know about that," Lily replied softly. "They will have advance warning. We'll make sure to tell them. What warning would they have otherwise? Their village burning down to the ground around them at whatever future point Smaug chooses to leave the mountain?"

"Exactly," Alison added, folding her arms across her chest. "What is your plan, exactly, for the dragon? Just wait and hope it sleeps until the end of time and never kills anybody? At least Gandalf and Thorin are going to do something about it, instead of twiddling their thumbs and talking and never bothering to do anything at all. Haven't you ever heard of preventive measures, or that the best defense is a good offense?"

With that, the sisters turned and walked away, Alison moving rather angrily as Elrond glared after them, Gandalf apologizing profusely to his friend for their behaviour, though Bilbo thought he looked more than a little amused. Alison was grumbling something as she went that sounded like, "Fucking elves! 'Ooh, let's just bury our heads in the sand and keep hoping that nothing bad ever happens in our land of lollipops and rainbows until the monster comes along and bites us in the ass!' Jesus!"

The sisters disappeared out of sight below the bridge at this, while Gandalf finally urged Lord Elrond to continue on to the pavilion. Bilbo turned to look at Thorin to see what he thought of the sisters coming to his defense, only to find Thorin smiling. Not just a small, amused quirk of the mouth, either. Oh no, this was a full-on beam of a smile, transforming the Dwarf's whole face, his blue eyes lit up with mirth as though he were about to start laughing at any moment. "Mahal chose well for my nephew, it would seem," Thorin said at Bilbo's look.

Bilbo frowned, confused. "For your nephew? What do you mean?" He knew that Alison and Fili appeared to be romantically interested in one another, but he was not at all sure what that had to do with Mahal.

Thorin just gave him an enigmatic smile. "Just that Miss Alison rather reminded me of my sister in that moment. Dis would use less colourful language, of course, but the result is the same. And it appears our seer is even wiser than I first thought. Come, we have little time to prepare. We will be leaving this accursed place soon." With that, Thorin turned and walked off, leaving Bilbo staring after him in surprise.

Was he going to go with Thorin and the others? He still hadn't decided. Alison and Lily had made very good points, however. What good did waiting and hoping that nothing bad would happen ever do for anyone? Those villagers might need help. The Dwarves needed help, getting their home back. He suddenly recalled what the sisters had said at his home before they'd left, about how they could help and so they would. He could help, too. He wasn't sure just how, yet, but Gandalf seemed certain he could, and so had they. Besides, that smiling side of Thorin was a side he'd never seen before. Maybe, if he went with them, he'd see it again. And that was just as intriguing as the riddle of the map. With his decision made, Bilbo nodded to himself and ran after Thorin.