A/N: Well, I was hoping to only take two months, but I got busy with work and life and other writing projects, so it took three instead. Sorry for the wait, all! But this is a fairly long chapter, so hopefully it was worth the wait :). And I'll make my best attempt to get the next one up inside a month, if I can!

Anyway, as promised, we hit the beginning of Mirkwood by the end of this chapter, so the next will pick up right where this left off, and cover all the fun stuff of Mirkwood and the elves. You also get some Lily POV in this as promised, and a Kilith moment (thanks to Moira for the couple name lol). So I hope you all enjoy, and let me know what you think!

Thanks as always to those who are favoriting and following, I really appreciate it! And extra thanks as always to those who reviewed the last chapter, ThatOtherWriterGirl, Oddity Empress, Princess Aziza, wolfsong287, sweetsarahndipity, who was kind enough to leave multiple reviews, and the awesome Moira Starsong, who is writing her own Fili/OC that's way more original and complex. No, seriously, go read it when you're done this chapter!

There is another Easter Egg in this one, but it's a rock Easter Egg instead of a nerd one. Still, rock nerd points to whoever can tell me where it's from! And Moira got last chapter's nerd points for identifying the reference to Harry Potter.

PLEASE REVIEW EVERYONE!

Also, I don't own the Hobbit movies, book, or characters, just the rest of the story!

Chapter 11: I Can't Do This

Gandalf had been able to talk Thorin into resting a few days at Beorn's home, as it was obvious he still wasn't at full strength, and it would be the last time they had to rest before going through Mirkwood. Alison had been grateful for the reprieve, as had the others, it appeared. They'd all spent the last few days relaxing about Beorn's house or extensive yards and gardens, talking, training, eating, and just resting.

It would have been perfect, she thought, if only Beorn had more than one guest room. Unfortunately, he didn't, and he'd insisted on her and Lily sharing the one room he did have, while the others slept out in the main area of his home, among the hay and animals that stayed inside. And as Alison wasn't mean enough to boot Lily out at night, or sleep with Fili while her cousin was in the same room, she'd been unable to spend the nights with Fili as she'd hoped. She'd been surprised to find that she hadn't slept as well as she would have expected, given that it was the first soft bed she'd had since Rivendell. She decided she simply must have gotten used to the noise of Fili's occasional snoring and the heated strength of his body pressed to hers.

But, though she hadn't been able to spend the nights with him as she'd hoped, she'd managed to spend a couple of afternoons with him so far. Once, in the bed in the room she'd shared with Lily, after she'd claimed she would be spending the afternoon in the stables with the ponies. It had been a languid, pleasure-filled afternoon that still filled her with a rush of warmth when she thought about it. The other afternoon, they'd found a pool of water in one of the farthest reaches of Beorn's vast yard, and after some playful skinny-dipping, she'd given him a fast and wild ride that they had both thoroughly enjoyed. So, it hadn't been a total loss, in spite of the lack of privacy at night.

On top of that, she'd managed to find time through the last few days to spend with the various animals around Beorn's estate, with Beorn himself, who had been exceedingly kind, and with each of the dwarves and Bilbo. She'd decided to try to spend a little one-on-one time with everyone, and get to know them a bit better before they moved on. That was what had led to her current conversation with Gloin, while they sat out on Beorn's porch in the hazy sunlight after a large lunch.

The normally gruff, red-haired dwarf had been more than happy to regale her extensively with tales about his wife and son once she'd asked, and had been doing so for the last couple of hours. Alison had actually quite enjoyed most of the tales, especially when he'd told her some of the mischief Gimli had gotten into. He was now in the process of telling her how upset Gimli had been when he hadn't been allowed to come on the quest to Erebor.

"Thorin thought – and mind you, I agreed – that he was just a bit too young yet," Gloin told her, though he looked a bit regretful. "The lad wasn't too pleased, especially when young Kili was allowed to come. He's only a few years older than my Gimli, you know."

"I didn't know that, actually," Alison admitted, though she did get the impression that Kili was the equivalent of a freshman away at his first year of college. It was all that brash eagerness for adventure, not yet tempered by the wisdom of experience, she supposed. She grinned as she added, "I suppose he bragged about it to Gimli, too."

Gloin snorted. "Right you are, lass. It only made my poor lad that much more upset about not wanting to go. He's quite eager to test his skills in battle, and earn a name for himself. I'm sure he will, too. He's bested all the other young lads in training," he told her, visibly puffing up with pride.

"I bet he has," Alison agreed. "And I'm sure he'll do great things one day." She smiled a little at Gloin's expression of pride as he nodded in vigorous agreement, as she thought of the Fellowship that would form in the future, and how Gimli, son of Gloin, would more than earn his place in it.

"Aye, that he will," Gloin declared proudly. "A father could not ask for a better son. I only wish my wife and I had been blessed more than once. But it seems that was not in Mahal's plan." His face fell a little before he seemed to shake off his melancholy. "But perhaps He will bless you with a few wee bairns one day." He beamed at her, as if this should be a completely exciting thought for her.

"Maybe," Alison said evasively, doing her best to try to smile. But as far as she was concerned, she was never going to have kids. She had wanted them, before, but that dream had died when Chris did. And just thinking about that, and how they'd once so excitedly discussed their plans for the future, started pulling her down into her own sense of melancholy. Trying to shake it off as well, she told Gloin, "But until then, I've got my nephews, my brother's kids, that I can spend time with."

"And what are your brother's wee lads like, then?" Gloin asked with what appeared to be real interest.

She was only too happy to tell him, describing the already wildly differing personalities of her two nephews, and telling him several funny tales of time she'd spent with him. He listened attentively, but the more tales she told, the more she realized this wasn't helping the sorrow that was dragging her down. All it was doing was making her realize how much she missed seeing the two of them, and how she'd never have any new stories to tell about them. She'd never see them grow up, either, not how they matured or what they did with their lives. The more she thought of it, the more she felt unwanted tears building and depression spiralling through her.

So when she saw Lily walking by, having come from the impromptu training yard they'd set up, she took her leave of Gloin, telling him she needed to go talk to Lily now. He waved her off indulgently, thanking her for the talk, and she nearly ran off the porch, catching up to Lily quickly.

"What's up?" Lily asked quietly, seeing the look on her face as Alison came up next to her, walking beside her.

"Gloin got me talking about family and the boys and . . . you know." Alison shrugged, swallowing hard against the lump in her throat, and Lily nodded in understanding. "What can I do?"

Alison smiled at her in gratitude. "Remember that honey mead we tried last night at supper?"

"You want to get drunk?" Lily guessed, and Alison nodded. The honey mead was the first tolerable alcohol she'd come across in Middle-Earth. "All right, let's go get some and find somewhere to have ourselves a girl's night. Or afternoon."

"Let's," Alison agreed fervently, following her cousin back towards the house. "Thanks, Lily."

Lily smiled at her. "What are sisters for?"


Fili frowned, wondering where Alison could possibly have disappeared to. He'd been training for hours, first with Dwalin, then Kili once he'd finished his archery session with Lily. He'd expected Alison to come to the training yard eventually, but she hadn't, so he'd eventually left in search of her. He didn't mind spending a few hours out of her company, but after that, he always started to miss her, and it didn't help that he'd been forced to spend his nights apart from her since arriving here. He'd realized over the rather sleepless last few nights that he'd grown quite accustomed to having her in his arms each night, and silently cursed the skin-changer for his insistence on the sisters staying in a guest room away from everyone.

Because of that, he'd grown to quite value any time during the day with her, and found himself starting to get agitated when he was away from her for too long. Once he'd realized how distracted he was getting, when Kili had managed to actually best him in their last bout, he'd decided he needed to go find her. But it was turning out to be more difficult than he'd expected; she wasn't in the house, nor the stables, nor was she on the front porch. Gloin had informed him that they'd spent some time talking a few hours ago, but she'd left with Lily and he hadn't seen her since. The older dwarf had added that she'd begun to look distressed towards the end of their talk about her family, and he thought perhaps she was growing homesick.

And now, he was searching Beorn's rather extensive grounds, his agitation increasing with each failure to find her. What if she had become so homesick that she'd left? Surely she wouldn't do such a thing without talking to someone, would she? No, of course not. She would never leave without seeing their quest through, or at least letting them know, and neither would Lily. But then, why couldn't he find either one of them?

He was starting to feel fear and panic overtake him as he headed towards one of the last corners of Beorn's yard, filled with bright flowers and long, rustling grass, when he heard feminine voices ahead, singing in an odd fashion. He relaxed at the sound, the tension draining out of his body as he let out a deep breath before hurrying forward.

When he finally spotted the sisters ahead of him, however, he stopped for a moment, frozen in baffled astonishment mixed with a steadily rising lust. "What on earth are you doing?" he managed roughly.

For his One – and her sister, though his attention was solely fixed on Alison – were moving their bodies as they sang, particularly their hips, in a sort of freely swinging, incredibly distracting fashion, as though to the beat of some wildly primal music to match their odd song. Fili found he couldn't tear his fascinated gaze away from Alison's hips, reminded quite strongly of how they had moved in concert with his own only yesterday afternoon.

That is, until she cried, "Fili!" in obvious delight that caused his heart to leap in his chest as she stopped what she was doing to dash over to him. He looked up to her face instead, noting the flush on her cheeks, the brightness of her eyes, and the blinding smile she was directing at him as she stopped in front of him, wobbling slightly. His hands promptly went to her waist to steady her as she added brightly, "We're dancing!"

"Is that what it was?" he asked curiously, struggling to control the fire simmering through his blood as he sent a questioning glance to Lily.

"That's the way a lot of people dance where we come from," she confirmed, looking a little embarrassed. "Our music is . . . quite different, and a lot of dancing to it is just moving however you like to the beat."

Fili nodded, wondering what strange land allowed such . . . well, erotic dancing was the only way he could think to describe it. Though he supposed he should hardly be surprised, considering his One's free attitudes about sex. Still, he had difficulty conceiving of a place that would condone such dancing in public. "You may want to avoid dancing that way in front of some of the older dwarves," he warned the two of them. "They might find it inappropriate."

Lily nodded soberly, while Alison grinned, swaying her body closer to his suggestively. He did absolutely nothing to stop her from plastering her body to his and wrapping her arms around his neck as she drawled, "Does that mean you didn't like it?"

"I didn't say that," Fili protested mildly. Indeed, he'd liked it rather too much, and he knew she could feel the result as she pressed her hips closer to his, her eyes gleaming. "In fact, if you'd like to dance for me in private, I wouldn't mind it at all," he confessed, sliding one hand up her back. He was about to cup her lovely rear with the other when he remembered her sister was still there, and he shot a guilty look in her direction.

Lily, however, just gave him an encouraging grin as she started walking past them. "I'm getting hungry, Ali," she said to her sister. "I'm going to go back and get started on supper."

"You do that," Alison replied in a distracted fashion, her gaze never leaving Fili's as she waved a hand at Lily over his shoulder while she strode away. "So, you enjoyed my dancing?" she asked slyly.

Fili nodded, finally sliding his other hand down and squeezing the soft flesh of her bottom as he'd longed to, fitting her even more closely to him. "I'm sure you can tell," he said wryly, feeling the yearning of his body to be inside hers.

"Oh yes," she breathed, pulling his head down to hers for a hungry kiss.

He explored her mouth ardently, sweeping his tongue ever deeper, pleasantly surprised by the taste of honey mead in her mouth, which made the kiss even more intoxicating than usual. He finally pulled back, asking breathlessly, "Have you been drinking, Ali?"

"I was working on getting drunk," she admitted, before leaning up to nip his earlobe, making him groan as a fiery bolt of sensation shot through him. "So," she breathed in his ear, circling her hips against his, "why don't you take advantage of me, Fili?"

He huffed out a laugh as she leaned back to waggle her eyebrows at him. "Well, lass, if that's your wish, I'm happy to oblige." His body thrummed with eager agreement to the suggestion, and he marvelled that he could already want her so badly when he'd been with her only yesterday. He had no inclination to fight the overwhelming impulse to bury himself inside her, however, so he began lowering her to the ground below as she muttered, "Please do," before taking his mouth with hers in a scorching kiss as they tumbled down onto the soft grass.


Lily smiled to herself as she headed back to the house. She'd managed to distract Alison thoroughly out of her funk, she was filled with a nicely pleasing buzz from the honey mead, and she was pretty damn sure her plan was working. She hadn't heard Ali greet a guy with such unrestrained delight while partially drunk since Chris, and she took that as a very good sign. She was quite sure that it meant Fili was the one who could open Ali's heart back up again, and more than that, she was positive she could trust Fili with Ali's heart. If only she could be so sure about his brother's feelings.

She sighed, her pleasure dimming a little as she thought of Kili. She had no idea what to do with him. He flirted with her, sure, and he could be sweet and charming and attentive when he wanted to be, but she knew he loved women. Flirting was pretty much like breathing to him, and she was the only available woman around, so she was fairly sure he wasn't serious about her.

And as if thinking about him had conjured him up, there he was, striding toward her with that boyish grin flashing across his face. "Lily!" he called, lifting an arm in a wave. "Have you seen my brother? I bested him earlier in training, and I need to rub it in some more."

She couldn't help but laugh at that, which made Kili's grin stretch wider. She did genuinely enjoy his company, she admitted to herself, even if he did confuse and frustrate her at times. So she would do her best to keep treating him as a friend, but not a friend with benefits. Definitely not, she thought firmly as she nodded to Kili. "I've seen him. He's back there." She jerked her thumb over her shoulder at the corner of the yard she'd just left. When he went to run past her, though, she held up a hand to halt him. "But you should leave him alone."

"Why?" he asked in obvious confusion, until she gave him a pointed look. "Ohhh," he said slyly, "he's with your sister, isn't he?"

"Yes, and they deserve some privacy," she told him sternly, glaring at him when it looked like he might keep going.

Kili raised his hands in defense, his dark eyes bright with mischief. "Fine, I'll leave them alone. If . . ." he trailed off suggestively.

"If?" Lily repeated suspiciously, though she was fighting a grin at the lively enjoyment on his face as he tried to blackmail her.

"If you go for a walk with me. Just the two of us," he bargained, holding out a hand to her.

Lily hesitated, staring at his hand for a moment. She'd managed to avoid being completely alone with him this whole time, because, well, she was the cautious one. The careful one, who considered the risks, instead of charging ahead recklessly with a plan, like her older, more impulsive cousin. And being alone with Kili, no matter how enticing it was, was definitely all risk. But on the other hand, it was just a walk. She could leave whenever she felt like it. She reached out and took his hand in hers, trying to ignore the butterflies that the warmth of his hand and his now dazzling smile were creating in her. "All right, let's go," she said.

"Excellent choice!" he exclaimed, threading his fingers through hers as he headed back in the direction he'd just come from, tugging her along with him. "I had something I wanted to show you."

Lily watched him speculatively as they went, grateful that her long legs (for her current height, anyway) helped her to keep up with his usual breakneck pace. "Were you actually looking for Fili?" she asked. "Or were you looking for me?"

Kili shot her a mischievous grin. "Both, actually. But mostly you, so it turned out rather well, don't you think?"

She snorted, unable to keep a smile from her own face. "Well, for you, I suppose it did. So you wouldn't have actually interrupted them, right?"

"Of course not," he replied, looking a little affronted. "Fili deserves all the time he can get with his –" he cut himself off abruptly, giving her an anxious look.

"His One," Lily finished softly. She and Kili had never actually discussed the relationship before, and it appeared the one thing Fili hadn't told him was the help she'd been giving him. "I know, he told me. I've actually been helping him out with it, because I want Ali to be happy. And she's not going to be, if she keeps on the way she's been going."

Kili looked distinctly relieved at her words. "Good. Do you think she will eventually accept his courtship, then? Because I don't want Fee hurt, and he would be devastated if she rejected him in the end. For Dwarves who lose their One - it's, well, they're never the same after."

One thing about Kili she could be sure of, Lily thought as she smiled warmly at him, was that his loyalty to his brother would never be in question. "I know. I don't want that either. I've seen what happens when somebody loses the person they love and I don't want that to happen to Fili. But I think he stands a very good chance. Ali's almost there. She just needs a little more time to get over her fear, that's all." At least, she hoped that was all.

Kili squeezed her hand. "Thank you, for helping him." Lily flushed at the intense look of gratitude he was giving her, and she found she had to look away from it as she nodded in response.

"You're welcome." Needing something to distract him from the way he was looking at her, and the way it made her feel, she added, "So you said you beat Fili in training earlier?"

His face lit up at that. "Yes! It's the first time I have ever beaten him, except at archery!"

He launched into an enthusiastic, blow-by-blow description of the fight as they continued through Beorn's yard. Once he'd finished that, they traded a few stories of each other's childhood growing up with their respective brothers. Lily just managed to remember to turn her older cousins into her older brother and sister, as well, but fortunately they'd spent so much time together growing up that she didn't have to make up any stories with them in it. Finally, after several minutes of walking, since Beorn's yard was really more like an acreage, they reached their destination.

"This is what I wanted to show you," Kili told her, leading her through a small stand of apple trees. Once on the other side, he spread his arms wide to indicate another of Beorn's flower gardens that were peppered throughout his property.

This, though, was by far the most beautiful one, Lily thought as she stared around in awe. It was filled with a riotous bloom of nearly every flower and color imaginable, with daisies and roses and lilies and carnations and hydrangeas, and several others that she didn't even know the name of, all the way up to the wooden fence in the distance. There appeared to be no obvious order in their planting, or defined rows, and yet somehow, it still wound up looking more beautiful than the most manicured and tended gardens she'd ever seen back home. There were even a couple of stone benches set throughout the garden, for one to sit and look at the flowers.

"I thought you'd like it," Kili's voice said by her ear.

"Oh, I do!" she exclaimed, looking around in wonder. "It's so beautiful here!"

"It is," he agreed, "but it's not as beautiful as you are."

Lily turned to him, about to roll her eyes as she brushed off the obvious line, but the words died in her throat as she saw how serious he suddenly looked. It was the most serious she'd ever seen him, as though he sincerely believed the words he'd just said, and it caused a flood of warmth in her body, only matched by the flood of color on her face.

"Thank you," she managed at last, when she finally found her voice. What on earth could she say to that? She didn't even know, especially when the heat in his dark eyes was only growing more intense as he watched her. He took a few steps closer to her, leaving them only inches apart as he lifted her hand to his mouth, pressing a gentle kiss to the top of it. "I-I mean, thank you for showing me this, and the compliment, but . . ." she trailed off, unsure what to say. The butterflies in her stomach were going full force, now, crashing around, and the mead she'd drunk earlier wasn't helping her to think at all.

"Lily . . ." He tugged her a little bit closer, his eyes never leaving hers as he asked, "Can I kiss you?"

It was a bad idea, she warned herself. She needed to tell him no. She was definitely going to tell him no. And yet, when she opened her mouth to tell him just that, what she blurted out instead was, "Yes, you can."

A happy smile broke out on his face before he lowered his head. She closed her eyes, suddenly feeling breathless with anticipation. She expected him to just dive right in, but he didn't. He kissed her gently, with slow, coaxing brushes of his lips across hers that settled the nerves jangling through her body even as her blood slowly heated. Lily could feel herself melting by slow degrees against him as his large, strong hands shaped her against his hard body. She parted her lips for him even as he pressed her close, and his tongue slipped in slowly, tasting and exploring. She let out a soft gasp, her tongue stroking tentatively against his in turn, and she wrapped her arms around his neck, threading her fingers through his long, dark hair. He let out a low, rumbling moan when she tugged lightly on his hair and sucked on his tongue briefly.

The kiss – was it just one kiss spread out over a long time, or many linked closely together? - seemed to go on for several minutes as they tasted and explored one another. They stopped for brief breaths of air, or to readjust the angle of their mouths, or once for Kili to trail his lips along her neck before she pulled him back up to her mouth. But other than that, Lily didn't notice anything going on around them; it was as if they were stuck in their own private bubble of hazy desire and liquid heat. So she failed to notice that Kili had been moving them along slowly until he lowered her to a stone bench.

The coolness of the stone beneath her back shocked her into a little awareness, enough for her logical brain to ask what in the hell she thought she was doing. Her brain was soon quieted again by the feel of Kili's teeth gently tugging at her ear and nibbling down her neck. She clutched more tightly at his hair and wrapped her legs around his waist, pulling the heavy weight of him down on her more firmly as fire licked along her nerve endings. But when she felt him lever himself up a bit to slide her tunic up, his hot hand trailing up her stomach to her breast, her brainpower returned in full force.

"No! I can't! I can't do this!" she gasped, pushing at his chest and squirming to get out from underneath him. Kili rocked back instantly, most likely at her words, since she doubted her pushing had done anything to dislodge him. He sat at the end of the bench between her parted legs, eyes dark, face flushed and surprised as they stared at one another.

Had she lost her damn mind? Lily wondered, disgusted with herself. She knew better than this. He hadn't said a word about wanting anything serious with her, just complimented her and kissed her and she'd fallen all over herself, almost having sex with him on a stone bench in Beorn's garden where anyone could see them. She should have known better than to add herself to Kili's list of women. She wasn't his One, he'd never said so, and unlike Fili, he would have no reason to hide it from her. And then there was Tauriel, who would be appearing very soon and probably was his One. And even if she wasn't, how in the hell would a girl like her ever be able to compete with a beautiful and perfect elf maiden? She couldn't, of course. Some plain, brown-haired, freakish half-breed that couldn't even fight? It was no contest. And even if, somehow, Kili still wanted her more, he could still die. He would die, if she couldn't keep her head on straight. Which he had just made quite clear that she couldn't, if he was kissing her. She needed to put a stop to this, now, because there was no happy ending coming out of this for her.

"You can't do this?" Kili repeated finally, his voice rough with lust. "Why?"

"Because I can't," Lily retorted, frustrated and flustered with arousal. "Because you don't – and I – " God, she was terrible at this. "Why do you even want me, anyway?" she blurted out at last. "Just because I'm here?"

"No," Kili protested, looking baffled and blindsided. When she gave him a pointed look, crossing her arms and waiting for an explanation, he went on, clearly struggling for words, "I – I mean, I like you, and you're beautiful, and I-I just . . ." He trailed off, as if he wasn't sure what else to say.

"That's what I thought," she said softly, disappointed and even more thoroughly disgusted with herself for letting things go this far in the first place. "If you just want me because I'm the only woman available that isn't your brother's One, I don't want any part of it, okay? So just leave me alone."

She got up from the bench, and Kili reached for her arm, protesting again, "But that's not why. I – I'm not sure why I want you, but it isn't just because you're here, I swear it."

Lily jerked her arm free, standing on slightly wobbly legs that she was determined to ignore, and feeling suddenly like she wanted to cry. He looked confused, and upset, but she couldn't be another notch on his belt. She just couldn't, because she already cared too much about him to indulge in some casual fling where she got her heart trampled at the end when he saw someone he liked more. And he would, because again, Tauriel vs. Lily Dunlop? She wouldn't even make it past round one. She shook her head at him. "If you can't give me an actual reason why you want me, then you're not really serious about it. And I can't settle for anything less than serious. I'm sorry, but please, please, just leave me alone."

She turned quickly, before she could see the look on his face, and strode away as rapidly as she could manage, ignoring his shout of her name and what she felt sure was cursing in Khuzdul when she didn't turn around. Fortunately, though, he didn't follow her, for she felt tears swimming in her vision and dripping down her face as she kept going. Better a few tears now than many tears later, she told herself, and continued moving, though she wasn't sure in which direction. As long as it was away, that was the important part.

She'd been walking for a few minutes, possibly more, swiping at tears periodically, when a voice cried out, "Lily, whatever is the matter?"

No. No, she hadn't wanted anybody to see her like this. She let out a watery sigh of relief, though, when a handkerchief appeared in her blurred vision. Bilbo. Better him than anyone else, right now. She didn't want to mess anything up for Ali and Fili by putting them in the middle of this, and though Beorn had been extremely kind to her, he'd probably flatten Kili into the ground if he found out he was responsible for her tears, which she didn't want either. And she had no idea how the other dwarves would react. Bilbo was by far the safest option. She took the handkerchief tentatively, drying her tears and blowing her nose. Once she felt she could, she looked at Bilbo, giving him the brightest smile she could manage. "Nothing's the matter."

He simply raised his eyebrows as he took his handkerchief back, tucking it away as he gave her the most doubtful look she'd ever seen on anyone's face.

She sighed, giving in. "Nothing I want to talk about right now, anyway."

Bilbo's face softened at that. "I understand. But when you do want to talk about it, I would be more than happy to listen, if you'd like."

Lily smiled, feeling a rush of gratitude for Bilbo's understanding presence. He really was the best person she could have run into right now. "Thank you, Bilbo. If I want to talk about it, I'll come to you. But for now, I should go get some supper started."

"Well, then, allow me to help out with that at least," Bilbo said, smiling at her.

"If you'd like to, of course," Lily agreed, and already feeling in better control of herself, she followed Bilbo as he began heading in the direction of Beorn's house. "How are you doing, Bilbo?" she asked as they walked side-by-side. "I know you were feeling homesick not that long ago."

"I'm feeling a good deal better now, thank you," he answered, though he gave her a look that made it clear he knew she was trying to distract him. "The dwarves seem to be much more accepting of me now, and now that we've made it over the mountains and are away from the Orcs, I feel as though things are going to be much better."

Lily made a non-committal noise, wincing at the reminder that Bilbo was still completely unaware of the hardships ahead. Which was exactly why she didn't have time to be worrying about her own feelings; she and Alison had three lives to try and save, after all. The mention of going over the mountain, however, reminded her of one other thing she'd meant to say to Bilbo. "Bilbo, about that ring you found . . ." she began hesitantly.

Bilbo stopped dead in his tracks, looking at her like a deer in headlights. "How on earth did you . . ." he began, and when she gave him a sardonic look, he stopped mid-sentence and nodded. "Of course. You saw it." He was still tense, however, his hand sliding into the ring of his vest pocket as he watched her warily.

She nodded. "Yes, I saw it." She was growing increasingly uncomfortable with lying about her so-called "abilities", so she tried to make it not a lie as much as possible. And to say she had seen it was not, in her mind, a lie. She had seen Bilbo get the ring; it had just happened to be on a movie screen, rather than in some vision. So unlike the others, who had only heard Bilbo's highly edited version of his adventure with Gollum in the caves, she knew exactly what had happened. Well, barring any minor changes from his association with her and Alison, of course. She raised her hands in defense as he continued to watch her, frozen in place. "Don't worry; I'm not going to take it away. Or tell anybody. Well, Alison knows, but she won't say anything either. But if you want to tell anybody else, that's your business. I just wanted to say . . . please be careful with it. Only use it when you absolutely have to, and if you do tell anybody, make sure it's Gandalf, okay?"

He nodded slowly, relaxing by degrees, and finally he began walking again while she kept pace with him. "So, you know it turns me invisible when I wear it," he murmured, and she nodded. "Do you know where it comes from? Or who made it?"

Lily hesitated, choosing her words carefully. "I have a pretty good idea, yes. But . . . there are some things that I can't – or rather shouldn't – reveal just yet. I have to be very careful, just as you do. But what I can say, is that voice you hear when you wear it? Do your best not to listen to it, okay? And please, promise me you'll only use the ring when you really have to?"

She turned a pleading look on Bilbo, who looked startled at just how much she did know about the ring, but he finally nodded once more. "I promise, Lily," he said at last. "I will be very careful with it."

Lily beamed at him. "Thank you, Bilbo." And as they approached Beorn's home, she wondered if she'd just made things better or worse, by extracting that promise from Bilbo. But as always, she had no idea.


The next morning, Alison watched Beorn take Gandalf a little ways off from the rest of them as they all prepared to leave, piling the supplies he'd given them onto the ponies he'd loaned them. She cast a significant glance to Lily, who nodded. They needed to talk with Gandalf, before he left, but they hadn't wanted to do so until he talked to Beorn and sorted a few things out. After she'd tightened the last few straps on her pony's back, she headed for the edge of the trees along with Lily. They waited just outside the trees, neither noticing that Fili had carefully edged closer until he was just within earshot.

Alison could faintly hear Gandalf and Beorn discussing the necromancer, as well as Thorin's shout that time was wasting. She and Lily continued to wait patiently, hearing the discussion the two men were having about the enemy. Gandalf and Beorn finally emerged from the trees after Beorn informed Gandalf that their hunters were drawing close again. Gandalf gave them a curious look, while Beorn smiled at them, a much warmer expression than he ever gave the others. However, they had bonded quite well with Beorn over his animals, particularly since Alison had treated a few minor injuries on some of them, and he now seemed to be protective of the two of them as well as fond of them.

"Can we talk to you, Gandalf?" Lily asked quietly.

The wizard nodded sombrely, stopping next to them. "Of course you may. We had best make it quick, however. Thorin is impatient to press onwards."

"Thank you, Beorn," Alison said as he went to move by them. "We truly appreciate your help. And I promise we will return your ponies in perfect health."

Beorn lowered his immense hand to her shoulder, giving it a light squeeze as he gave her a fond smile. "I am certain you will, little one. You are very welcome, and if you and your sister are ever come this way again, consider my home open to you."

Lily smiled at him. "If we come this way, we will make sure to visit. Thank you."

Alison smiled at him as well, and Beorn nodded to them, moving past them with ground-eating strides and leaving them with Gandalf. He turned to them, his brows raised. "Well, what did you wish to discuss?"

"It's about where you're going," Lily began. "The High Fells."

"We just wanted to know if you wanted any . . . information . . . before you left," Alison added carefully.

Gandalf looked a little startled at their words, for at this point, he hadn't fully made his decision yet, but he finally shook his head decisively, his beard whipping with the motion. "No. As I've told you before, it is not wise to reveal too much of what you know about a person's fate. Not even about my fate." He seemed to think about that for a moment, then murmured, "Perhaps especially my fate."

"Well, yes, we know," Lily muttered, "but we weren't planning on revealing a lot. Just, you know, maybe tell you to be really, really careful."

Gandalf gave them both speculative looks. "You are saying it will be dangerous, then?"

"The word 'trap' comes to mind," Alison offered. "And, um . . ." She wanted to tell him he'd be delayed in meeting them in front of Erebor, or not to trust Saruman, or any one of a hundred other things, but she supposed he'd probably count all that as knowing too much. So she finally finished with, "Just . . . trust your instincts, more than everybody else's supposed wisdom, okay?"

The wizard shot her a shrewd look, as if he'd guessed who she was referring to, but he simply nodded. "I thank you both for the counsel. Now, as it appears I will in fact have to take my leave of you all, I will ask that you watch closely over the others, and guide them in my absence. I suspect they will need you more than ever in the days to come. And you be careful as well, crossing through Mirkwood. Now, we must go."

They nodded, following Gandalf back to the ponies. This time, there was enough for everybody to have their own, so they each mounted a pony. Gandalf took the lead, and the others all fell in behind them. Alison noted that Fili was giving her an odd look as she fell in next to him, but she supposed he must just be curious about what they were talking to Gandalf about. In any case, he didn't ask her anything, merely drew her and a slightly broody Kili into conversation as they began to ride.

It hadn't escaped Alison's notice that Lily was acting odd around Kili since yesterday. Or rather, avoiding him altogether by the looks of it, as she was now riding ahead of them next to Ori. She'd also noticed that Kili was allowing it, and doing his best to avoid her in turn. She'd tried to ask Lily about whatever had happened, but her cousin had been annoyingly close-mouthed about it, simply saying she'd decided it was best to stay away from Kili from now on. She knew that something had to have happened to bring Lily to that conclusion, but she also knew that her cousin was stubborn enough not to ever talk about it unless she felt like it. But Lily had always put up with her own bouts of stubbornness, so she could hardly refuse to do the same. Besides, maybe Fili would eventually find out from Kili, though he'd told her that thus far, Kili had refused to tell him either, though he seemed both ashamed and frustrated. Oh well, she thought with a shrug, they were both adults, more or less. They'd figure it out eventually, and they had Mirkwood to worry about first, anyway. So she let Fili distract her with merry conversation as they rode over the rolling hills and fields towards the gloomy wood.


Several hours later, Alison watched from the back of her pony as Gandalf dismounted in front of Mirkwood. It looked even worse than she'd expected it to; all of the rich greenness around them had begun to fade away as they'd gotten closer. Even the grass nearby the woods looked dead, and the trees themselves looked as though they were in the midst of a Canadian winter; empty, leafless branches standing starkly against the sky, twisted and gloomy. The whole thing was giving off a very haunted house vibe, and in spite of her fondness for horror movies, she couldn't help but shiver as she dismounted.

"It will be all right, lass," Fili murmured to her as he dismounted from his own pony.

She simply smiled at him, not answering. Of course they would survive Mirkwood – unless she and Lily managed to mess something up – but that didn't mean she was looking forward to the whole trippy hallucination bit first. Or the spiders. Or the elves being jackasses.

"The Elven Gate," Gandalf called back to them as all the others begin to swing down from their ponies as well. He turned around and strode back towards them. "Here lies the path through Mirkwood."

"No sign of the Orcs yet," Dwalin commented. "We have luck on our side."

Alison noted the doubtful look on Gandalf's face at this, and then saw him look up beyond them. She followed his gaze, seeing an immense bear silhouetted against the sky on top of a rocky hill nearby. "Set the ponies loose. Let them return to their master," Gandalf ordered them, and they all began to unload the ponies at the order.

Bilbo, however, was watching the trees closely. "This forest feels sick." He glanced to Gandalf as he approached him. "As if a disease lies upon it. Is there no way around?" He shot a glance back at Lily, as well.

Lily shook her head, answering before Gandalf could. "No, any other way would take too long. And, well, like I said before at Rivendell, sometimes we have to do things we won't like, in order to accomplish our goals."

Alison wondered at the heaviness of Lily's tone as she said that. What was she so worried about, in Mirkwood? Maybe she just wasn't looking forward to being imprisoned later. But, as she'd said, they had to go through with it, since they would need the elves later in the battle against Bolg and his army. This, unfortunately, was one of the things they couldn't change.

"Quite right," Gandalf agreed. "We would otherwise have to go 200 miles north. Or twice that distance south." He cast a curious look back at the trees again, and headed deeper into them as the rest of them continued to unload their packs off the ponies.

Alison had only just gotten her pony unloaded and her own pack ready when Gandalf came back out of the trees at a near run, shouting, "Not my horse! I need it!"

Almost everyone turned to look at him in shock, other than Alison and Lily. Bilbo looked most distressed of all, as he cried, "You're not leaving us?"

Gandalf gave him a sombre look, after a quick glance to Alison and Lily, who both nodded at him. "I would not do this unless I had to. You've changed, Bilbo Baggins. You're not the same Hobbit as the one who left the Shire."

Bilbo gave him a weak smile. "I was going to tell you. I . . . found something in the Goblin tunnels."

"Found what?" Gandalf asked curiously, looking down at Bilbo, who now had his hand tucked into the pocket of his vest. Alison watched closely, wondering if the talk that Lily told her she'd had with Bilbo would change anything as the wizard pressed, "What did you find?"

"My courage," Bilbo said at last, shooting a quick glance to Lily as he let go of the ring. Alison let out a sigh, though she wasn't sure it was such a great idea for Bilbo to tell Gandalf right now, anyway. Hopefully he would tell him sooner than before, but it was probably best to wait until after the whole Erebor quest, at least.

"Good. Well, that's good," Gandalf replied as he straightened up, though he cast a curious look of his own back to Alison and Lily before he continued, "You'll need it." He headed for his horse, telling Thorin, "I'll be waiting for you at the overlook, before the slopes of Erebor. Keep the map and key safe." He fixed Thorin with a serious look as rain began to drizzle down around them, waiting for Thorin to nod in response, which he finally did.

"Do not enter that mountain without me," Gandalf said sternly, still staring at Thorin. "This is not the Greenwood of old. There is a stream in the woods that carries a dark enchantment. Do not touch the water. Cross only by the bridge. The very air of the forest is heavy with illusion. It'll seek to enter your mind and lead you astray." He mounted his horse at the last words.

Alison had followed the others over to the entrance to the woods on foot, after releasing her pony, and muttered to Lily, "Welcome to the jungle."

Lily grinned at her. "It's a forest, not a jungle."

"Well, it's probably going to get worse here every day," Alison pointed out dryly, making her laugh, though she nodded in agreement with the statement also.

Bilbo cast them an anxious glance as he demanded, "'Lead us astray'? What does that mean?"

"Just what it sounds like," Lily murmured, though she gave him a reassuring smile. "It'll try to convince us we're on the right path when we're not."

"So do your best to keep your wits about you, Bilbo," Alison advised. After all, she had no idea how she and Lily would react in there; she doubted they'd be able to avoid the effects of the woods any better than anyone else. But she knew Bilbo would be able to keep his head on straight more than the others; she'd seen him do it.

"What about you two?" Bilbo hissed. "Can't you do the same?"

"We'll try," Lily told him, "but I can't see how things affect us, remember? So I don't know how much help we'll be in there."

"But we do know you can do it," Alison encouraged him, and he nodded, looking more determined as he glanced at the trees behind him.

"You must stay on the path," Gandalf shouted at that moment. "Do not leave it. If you do, you'll never find it again." He finally turned his horse around, beginning to trot away, following the ponies that the others had already released as he called over his shoulder, "No matter what may come, stay on the path!"

Thorin headed for the entrance as the others all regarded the forest dubiously. "Come on. We must reach the mountain before the sun sets on Durin's Day." Everyone began following him as he added, "It is our one chance to find the hidden door."

Though there was some grumbling, all the dwarves fell in behind him, following the flagged stone path that was visible around the stone altar Gandalf had found, and they headed deeper into the woods. They ended up having to go in single file as they went, so Lily went in front of Alison, with Ori ahead of her, and Fili fell in behind Alison, with Kili behind him, the others all ranged on either side of them.

"Be careful, lass," Fili whispered by Alison's ear. She felt the brush of his hand at her waist, and he squeezed it gently. "Stay close to me."

"Oh, I will," she muttered, feeling the shiver creep down her spine at the diseased tree branches, looking for all the world like long fingers reaching down to grab her. "Don't you worry."


It was like a never-ending bloody nightmare. Or maybe more accurately, a nightmare about being drunk. It certainly reminded Alison a lot of the time she'd been very nearly black-out drunk at her Safe Grad after high school graduation. It had the same swimming sensation, of being unsure where exactly your head was in relation to your body, or really if you were even walking straight, or where you were or what was going on. Everything seemed to be constantly spinning and shifting and sliding, and she had no idea what time of day it was, or when they'd entered the forest, even.

The last thing she remembered with anything approaching clarity was getting across that stupid stream. At that point, she and Lily had been lucid enough to make sure that Thorin didn't take Kili's bow to fire at the hart, since he wouldn't hit it anyway, and they'd made sure to go across with Bombur so that they could keep their eyes on him and make sure he didn't get startled and fall in. Even so, it had been a near thing; Bombur quite outweighed them, and it was only because Fili and Bofur had been close by that Bombur hadn't dragged them in with him. But, though Kili and Lily were still avoiding each other, Fili had remained his attentive self, and had been hovering close enough to save them all from near disaster, and alert Bofur to help.

So, at the very least, they'd been able to prevent the other dwarves from having to haul Bombur around. Not that it had improved morale much, though, and Alison had no idea when that was. It could have been hours ago that happened, or days ago. At this point, she'd completely lost her sense of the passage of time. All she knew was that she was tired, and hungry, and it felt like she couldn't breathe, and this forest was creepy as fuck. The constant darkness, the weird noises, the oppressive air; she was heartily sick of it. She was almost praying that the spiders would attack them soon, because at least then it would be over. She didn't even know if they were on the path anymore, because her head was swimming too much to know if the ground beneath her feet was dirt or a stone path.

"We need to take a rest," someone called. Nori, she thought it might be.

The dwarves were all panting with the effort of breathing in the close air at this point, and mumbled agreements, even Thorin. They all sat where they stood, pretty much, though Alison managed to find a somewhat clear log to sit on. Fili sat next to her, and she leaned her head against his shoulder, letting him wrap his arm around her. She looked around, her eyelids feeling heavy, until she saw Lily sitting by Ori and his brothers, and then she closed her eyes briefly, feeling the urge to rest as Bilbo called out something about strange voices.

Wait, what was that knocking sound? She opened her eyes, only to see what looked like the off-white panels of her door at home in front of her. No, that wasn't right, was it? Was she at home? Her head spun. She couldn't remember, but she was reaching out for the door, turning the knob and opening it, anyway.

A stocky, middle-aged man stood on the other side, his bearing proud and military straight, wearing the mottled-green uniform of a soldier, with the incongruous splash of the maple leaf flag on the left shoulder. He took off his beret, twisting it in his hands as he met her gaze, his own brown eyes sorrowful and apologetic. "Are you Alison Evans, ma'am?"

No. No! No! It seemed like she was split in two; part of her babbling that this couldn't be happening, she was in a forest or something, wasn't she? The other part felt as she had that day, nausea beginning to grip her stomach as she comprehended what the soldier was there for, a rising tide of panic and denial and fear and grief swelling up, even as she answered, "Yes, that's me."

"I'm sorry to be the one to have to tell you this, ma'am, but your fiancé, Lt. Chris Miller . . ." She had never properly remembered all the things the soldier had said after that, only snatches of sound over the roaring in her ears as she stumbled backwards, her hand over her mouth as she'd sobbed in denial. And once more, the bits of conversation were all she heard. " . . .died in battle . . . an IED, roadside . . . everyone in the Jeep . . . funeral services . . ." And he'd handed her Chris's dogtags. She dropped to her knees, as she had that day, clutching the dogtags, feeling her heart ripping to pieces in her chest as she cried. Even still, though, part of her was thinking, This can't be happening, I'm not really here, am I?

She closed her eyes in denial of everything, and when she opened them again, she was no longer in her home. No, now she was staring down at a casket, at its polished pine surface. Such a lovely casket. No expense spared. I heard they used the money that was supposed to be for the wedding . . .

She wanted to clamp her hands over her ears, to run out of the room, just as she'd wanted to that day, but hadn't. She'd simply remained stone-faced, leaning on one member or another of her family. She hadn't cried; she'd been empty of tears by then, numb and cold. But this time, she found herself reaching for the lid of the casket. No. She hadn't done that. She hadn't done that because it had been a closed casket, there hadn't been enough to leave it open . . . why couldn't she stop? But her hand kept going, reaching out, and she lifted the lid.

And there he was. Not in pieces, but not alive, either. Dark-brown hair, buzzcut, eyes closed, handsome, clean-cut face deathly white, wearing that stupid, stupid uniform as he lay there, unmoving. But she couldn't be seeing this, because she had never seen this. She shook her head forcefully, trying to clear the image, but it wouldn't leave, and her eyes welled up with tears, everything tipping and sliding like she stood on quicksand. She blinked to clear away the tears, then reeled back in horror.

The body in the casket had changed. No, there wasn't really a casket anymore, it was a stone slab. No soldier's uniform, but instead shining armor. And the face – no longer clean-cut, but with a golden mustache and beard, the buzzcut hair replaced with a wild golden mane. But still, deathly pale and unmoving.

Had she failed?! She couldn't have failed, not already! There was still time, wasn't there? "Fili! You can't be dead, goddamn it!" she screamed at him, feeling that terrible flood of fear and grief again, so strong she was drowning in it. "You can't be dead!"

"Lass! Ali! Wake up!"

Someone was shaking her, and suddenly her eyes flew open again as she gasped, panting for breath, overwhelmed. Everything was still shifting and fuzzy around her, but she could see enough to know she was in Mirkwood, not her own world. Not there, thank God. Not real. She let out a shaky breath, but her heart was still pounding a mile a minute. She tried to take deep breaths, realizing that Fili's face was still in front of hers, though alive this time, his blue eyes bright with worry and concern. His hands were on her shoulders; he'd shaken her awake. She didn't think any of the others were around; they must have wandered off while she'd been out of it.

But she couldn't seem to calm down, couldn't shake the image of Fili unmoving on a stone slab in front of her. Or worse yet, how it had felt exactly like it did that horrible day with Chris, to see him lying there. "I can't do this," she said shakily, trying to shove his hands away, though he didn't let her go. "I can't do this again, I can't, okay?"

"Ali, what is it? I'm not dead," he tried to soothe her, tried to pull her close, but she kept struggling, panic shooting through her. "It was just a dream, amrâlimê. I'm fine. I'm not dead."

"But you will be," she blurted out, panic twisting insidiously through her, because he just wouldn't let go and she couldn't do this! He froze, staring at her with wide eyes, his hands dropping away from her shoulders. "You're going to die, unless we can stop it. If I fail, and maybe I will, you'll die, and I can't do this again, I just can't!"

Realizing that he wasn't holding her anymore, she gave in to the panic and bolted. She couldn't look at his face, she couldn't care about him, she couldn't get her heart broken again, because there wasn't enough left! She ran until she couldn't run anymore, which probably wasn't very far right now because she could barely breathe through the heavy air and her own sobs, and finally collapsed to her knees somewhere amongst the trees.

She gasped for breath, struggling to get her heart rate normal again, but she couldn't seem to do it. And then, suddenly, an achingly familiar voice cut through her panic, finally calming her down. "Hey, gorgeous. I've missed you so goddamn much."

Her head shot up, and she scrambled to her feet, staring at the equally familiar face in front of her. "Chris?!" she exclaimed in disbelief.