Author's Note:

Cocks and asses everywhere! Omg!

If I never have to think about asses again, it'll be too soon. For some reason, this chapter was difficult and just... asses everywhere.

Also, sorry to say folks, but this is the last sexy scene like this in Rivendell. Obviously there will be other opportunities as they travel along but yeah, it won't be as bountiful as in Rivendell given that the wilds are dangerous business.

By the time I managed to get dressed again and head into the dining hall for a quick bite to eat, the sun was nearly already set. The remaining visibility in the rooms squeezed what they could from the red streaks that still painted the sky beyond the walls of Rivendell but it was a losing battle. When I sat down at the table, I saw that most of the plates were nearly empty, bits of food remaining here and there for the random straggler to dinner. As I started to take some of what was left, I looked around the room, noticing that some of the dwarves still loitered about in the room by the fire or near the balconies. I watched them absentmindedly as they sat lightly chatting while they ate or otherwise just smoked, blowing rings into the air without a care at all.

Around us, elven maidens seemed to float by as they busied themselves lighting the numerous candles that when night fall came would keep the room from drowning in darkness. Already most of the room was bathed in a warm glow, a play of oranges that reflected in the stone dreamily.

I ate quickly, wanting to get to the brothers and because I was starved, having not eaten my fill during lunch. During that time, Balin came over and engaged me in friendly conversation, just wanting to know how I was liking the trip so far. I spoke honestly of my feelings, of how interesting it had been in the first half but how I was looking forward to when we left Rivendell. I also spoke of how I was finding the company of the dwarves quite pleasant as well.

His voice was a comforting gesture on my cheek, a brush of fingers tickling my skin as we spoke so casually just to pass the time.

Soon enough, I was excusing myself and heading back to the room that I shared with the brothers, my heart starting to race again despite the fact that I had known about the activities the entire day. This new lesson would be interesting though difficult that much I knew, and I was still nervous about it. In a way I was nervous that the brothers wouldn't be as comforting as Thorin was in regards to my sexual inexperience on the subject to be visited upon.

I breathed deeply before I opened the door and went inside, not at all sure what I would see on the other side.

Before I even realized it, the apprehension on my face melted away into one of curiosity and desire. The sight of Fili face down on the bed being massaged into the mattress was enough to melt away any sense of lingering doubt.

At the sound of the door being opened, Kili stopped in his ministrations, stopping only long enough to turn around to check if it were really me. At the sight of me and the look on my face, he beamed at me and jerked his head in a 'Come here' motion.

As I crossed the room, my fingers decided that it was better for me to be in the light layers of my outfit, nimble fingers so long used to my own clothes that I barely missed a button before I was beside the bed in just my chemise shift and bloomers. Before me like a tasty morsel, Fili was naked on the bed, head relaxing into forearms, all the while groaning contentedly whenever Kili's hands kneaded into a particular spot of his back. Straddling his thighs, Kili too was a picture of perfectly at home nudity, hardly caring at all that his cock lie flushed against the cleft of Fili's tight buttocks.

I crawled onto the bed, not wanting just to watch them anymore, and sidled closer until I was near enough to touch either brother. With a nervous hand, I brushed the muscled skin of Kili's bicep, giddy when he turned a surprised look in my direction and grinned, a warm smile spreading across his cheeks. A press of lips, the rough stubble of his jaw underneath my fingers when I brought them up to feel the coarse little hairs prickle my skin.

"Let's get started, shall we? Fili's positively dying here."

Kili nipped at my ear affectionately, the quick sensation of his voice coming up around my bottom and pinching the skin playfully, before he pulled away and moved off of his brother. Upon being released, Fili groaned and flipped himself over on the bed, completely like a giant cat enjoying himself, though one could not say it was lacking of a kind of grace. When he saw me, his eyes lit up, a smile easily blossoming onto his face and a moment later, he was kissing me.

"Alright, so, you're going to want to wash your hands."

I nodded, quickly rushing off the bed so that I could wash my hands in the nearby basin, happy to be taking instruction and wanting to please. As I dried my hands, I couldn't help but notice that Kili and Fili started to become rather rowdy in my time away, nudging one another once a joke was made and then all out starting to wrestle. I laughed at the sight, enjoying the way their bodies flexed and muscles became more prominent when one of the brothers had to use their strength to hold the other down.

"All done!"

I hopped onto the bed again, showing the both of them my hands; in another bout of rough housing, the result of which Fili being tossed off and pinned down into the mattress, Kili finally looked at me and grinned. "Perfect! First, prop up his hips with a pillow."

"No foreplay? You scoundrel."

Fili teasingly joked with a grin on his face, his voice cupping my rear before I patted it away on my own. None of that! I was trying to focus here!

"Oh, I gave you plenty of foreplay earlier. You're just greedy for more. Hips up!"

I didn't pay their banter much mind, it being so common place among us that it was almost like normal conversation. I listened with only half a mind, grabbing a pillow from our nearby pile, and turning back to do as I was told. I couldn't help but laugh at the sight of Fili pouting up at me, his lips pushed forward and his eyebrows knitted in a pleading sort of gesture.

I smiled even as I shook my head, "Hips."

"Bossy little hobbit; you've been spending too much time with Thorin."

A quick slap to his backside shut him up quickly enough, a look of surprise coming to his face even as he groaned and the sound of Kili's laughter erupted into the room. Somehow, by the time he allowed his laughter to slowly ebb away, the room was heavy with the scent of our desire, thick with the need to do away with the lesson completely and just see where our bodies ended up. It was tempting, I did not deny myself that, and I would have rather liked nothing more than a repeat of what happened in the forest but now was not the time.

I turned back to face Fili, seeing Kili do the same, a swallow made audible when he caught the sight of the blonde elder back on his stomach, eyes over his shoulder. Offering. Waiting.

"The trick to this is making sure they are relaxed -or can be relaxed- rather."

I moved forward, entranced by the sight of Fili spreading his legs so that I could comfortably kneel behind him. My mouth felt too dry all of a sudden. I needed water, I needed to kiss him. I leaned down just to do that, a wet kiss on the perk slope, a sigh from beyond. I felt the press of Kili's chest to my back, getting into a better position so that he could see everything and touch me if he wanted to.

He gave no more instruction than his original one and I used that lack of detail to just experiment with whatever came to mind.

My eyes greedily drank in the sight of golden tanned skin, the firm backside so willingly offered, and I felt thirsty all over again. With hands still shaky with nervousness, I reached out to run my fingers along such gorgeous skin, smiling whenever Fili responded with a sigh of pleasure and a squirm of his hips to better entice me.

I was enticed.

I rose from my spot a little, bending over so that I could take him in both hands, smoothing small palms over his lower back and using the strength I had to knead into the muscles of his back. From below, Fili groaned low in his throat, a sensation groping at my bottom before it vanished, and I pushed deeper again into the muscle. When I was rewarded with a second sensual grope, I moved downward, massaging round globes of flesh and really just enjoying the fact that neither of the brothers were hurrying my pace.

They were letting me play, letting me enjoy as I saw fit.

As tight as Fili's perk bottom was, his skin was surprisingly moldable, compliant to anything I was willing to do as I pushed and kneaded it like it were a pile of dough. I grew bold. I had never done anything like this before in my entire life; all of it was new territory to me, and yet, when I trailed my fingers downward so that I could spread those glorious cheeks, I wondered why I had never done it in the past.

A sweet little pucker, a tender piece of flesh and muscle and it was bare before me, completely at my mercy.

I felt Kili nudge up behind me and kiss my shoulder, his fingers running along the slope, before he traced the line of my arm. I followed the movement with my eyes, body immobile as he took my hand and poured an oil onto my fingers and looked at me darkly. It smelled like flowers, a product probably snatched from the elves and appropriated to its new role in this fiendish play.

"Watch me." Kili said curtly, smearing some of the oil on his own fingers before he pressed up against me more fully, an arm wrapped around my stomach while the other started to circle the sweet pucker of Fili's entrance. Fili's reactions were subtle, a slight shifting of hips, a rumble of a moan, but he did not flinch.

"He's somewhat loose from the other day," My eyebrow raised, a smirk directed at Kili. I hadn't known about any of that. An inquiry that the younger brother promptly ignored, "Some things won't change though; wait for him to relax."

He pulled his hand away and set it on Fili's skin, nearby just in case his more expert touch would be needed. Just as I saw Kili do, I went to the tender hole and slowly rubbed it in a slow circle, feeling Fili instantly tense from the digit before he relaxed again. It was as Kili said, wait for him to relax. I was surprised that one could feel it so definitively. Beneath us, Fili squirmed against the pillow, rutting a little in a desperate need for more stimulation. The pace must have been hard on him, to be something used for study and not able to just be ravaged by one with experience.

With a hiss of pain, Fili suddenly became animated, wincing and trying to pull away from me.

Immediately, I worried that it was something that I had done wrong, or thought that maybe my touch wasn't as enjoyable but when I looked over to Kili, I saw that he had pinched the flesh below his hand.

"Stop that, you'll ruin it."

Kili's voice was husky with need, pupils blown wide with arousal. My breath caught in my throat; I was so used to seeing the younger brother just as playful as Fili that I hadn't thought to comprehend the idea that Kili would be so dominant and firm while bedding his brother.

I saw more of the comparisons between Thorin and Kili, how they seemed at home in the idea of complete control while in bed.

Kili soothed the skin gently, rubbing a thick thumb along the reddened mark until Fili had relaxed again and sighed. I watched as he pushed back against the hand and angled his rear up into the air a little. Another offering.

"Good. Very good." Kili's arm that had still been wrapped around me moved and I shivered at the feel of his fingers firmly massaging a breast, digits pinching a perked nipple once he felt it react. The sensation of his voice was different as well, possessive and firm in a way that was not like the other times before it. "Once he behaves, reward him."

I watched as he slipped a finger inside the tight hole, a slight tremble from the body below that tried to push back on the intruding digit. Slowly, he pulled back and I was captivated by the sight of Fili's tight hole clench around the finger almost as if it were begging not to be taken away. A quick pinch of my nipple and I understood that I was supposed to take over again, recovering myself and reaching out to circle the button again before Fili groaned and pushed back into my hand.

A low growl from behind me, a firm curl against my backside, and Fili went still again, waiting for me and begging for me all at once. It was heady. I slipped a finger inside, amazed by the heat that I felt and how much the muscle squeezed on me.

"Warm?" Kili breathed into my ear, teeth grazing the edge of an earlobe. Again, the possessive curl. I nodded mutely, unable to answer as I pushed into Fili's tight heat even further, pulling out a little before pushing it back in. I was rewarded with another low whimper and a rut of the hips but Kili did not protest against the behavior.

He watched Fili. He watched me.

"Her fingers are so small, brother."

"Is that a good thing?" I immediately asked, not wanting to displease, and saw Kili chuckle at me before moving forward to kiss my shoulder again. "In this case, no. My brother is cock hungry tonight. Put in two more fingers."

I nodded, feeling Kili dip some oil into the crevice of Fili's cheeks, allowing me to scoop some up and rub it in before inserting two fingers and then quickly the third.

"Normally, one must work up to it. Stretch slowly, adding a finger when you can."

I nodded again, hearing the words but not able to really process them with the amazing sight of Fili beneath me, trembling in need, agonized in his desire, as I penetrated his tight hole with my fingers and worked him. This part was what I considered easy, not really changing much between when I would pump my own fingers inside me; more from my memory, I worked a good rhythm up, thrusting and enjoying when Fili rocked back into my fingers.

Again, I felt Kili's hands on me, slipping underneath my shift so that he could untie the laces of my bloomers and slip his hand inside. My body quivered with the extra stimulation, rocking back into Kili's hand even as I tried to focus on Fili and his reactions. It was difficult to try and focus, difficult not to indulge in the sure pace of Kili's fingers as they rubbed at me.

"Inside him, there's a spot that will make him cry out. Find it."

Kili ordered, breath gasping into my shoulder. I nodded again, out of habit by now, and slowed my questing fingers so that I could try and locate whatever spot Kili spoke of, my brows furrowing in concentration when all of it just felt hot and slick with oil.

I couldn't seem to find it, stroking whatever and prodding anything that felt amazing.

Fili cried out, his voice wracked with need, his hips thrusting back against my fingers.

I found it, a little bundle of nerves.

"Make him cry out for you."

Kili's voice was too much, too much like Thorin's, too much like something dark and possessive that wanted to claim. I gasped into his hand, feeling him bite into my shoulder, and I worked Fili as if he were being fucked by me.

The thought of such a thing sent a shudder down my spine even as I worked the blonde dwarf's tight hole, digits curling against that bundle of nerves that made him whimper and arch his back, momentarily disrupting my angle before I corrected it.

"Mahal, please, I need more, Bilbo!"

I had an urge. I had a thought of wanting to be responsible for my lover's pleasure. I had an urge.

I stopped thrusting my hand, stilling myself so that I could look at Kili. We both ignored Fili's whines even as he tried to grind down on my fingers.

I kissed Kili violently, teeth clacking against another as our tongues dueled. I wanted him. I wanted to fulfill my desire.

"I want to watch."

Kili froze underneath my lips, hands going still. Fili stopped moving as well, just as frozen as his brother.

I could feel both of them looking at me.

"Truly?" Kili's eyes were wide in confusion and shock as they locked with mine, face slack with disbelief and his voice trembling against my backside. "You truly want to see us together?"

I nodded and kissed him again, "Please, Kili."

It wasn't a request.

Without preamble, I moved away from Kili's hands and away from the tight warmth of Fili's body, setting to situate myself off to the side of the bed so that I would not miss a moment of their coupling. The brothers were still shocked into stillness while I moved but by the time I sat, Kili seemed to have recovered himself enough. His eyes were dark again, his face taking on a predatory look.

"Sit at the top of the bed."

I obeyed without thinking, Kili's voice prompting me to follow without question. As I situated myself at the top of the bed, I felt movement from the brothers and looked over just in time for the pillow to be taken away and for Fili to raise up on his hands and knees.

I would be getting the full show.

I watched as the younger of the brothers stroked himself, eyeing the line of Fili's back before he glanced up at me. He trembled with need, using some more of the oil to slick up his thick cock before he adjusted and slowly penetrated his brother.

Just as it had been in the bathtub, their faces were beautiful.

Though from their reactions I could probably assume that Fili had fully taken his brother inside him, it was the look on their faces that really seemed to matter to me. Kili looked desperate for it, his hair wild in his face as he started to thrust roughly into Fili. Fili's face distorted in pleasure, gasping in need and moaning how much he loved it. How good it was.

"Does this really turn you on?"

Kili's voice still had a hint of that disbelief, a tremble against my bottom. I nodded mutely because words were lost for me. My throat needed water far too much.

I couldn't take my eyes away from how deeply Kili pounded into his brother, how utterly lost Fili looked underneath such a fierce love..

"Touch yourself. I want Fili to see how you get off by him being fucked by his brother."

There was something dark about the request, something that was lying underneath the fact that the two were brothers and that it was a taboo. There was anger in his voice, punctuated by a well timed and brutal thrust, there was accusal. There was a past somewhere that wasn't being spoken about.

Fili's eyes found mine, clouded over with lust and hardly at all coherent even as he watched me spread my legs and plunge my hand down my bloomers. Having not climaxed earlier with Thorin and then brought close again by Kili, I was already soaked and quivering under my own touch, moaning with my head thrown back. Knowing that the brothers watched me as I watched them fuck each other into the mattress was incomprehensible. It was amazing.

I was being overtaken by my orgasm quicker than I realized I would.

I was astounded by how the Durin's affected me, left bewildered as I was forced to ride out the waves of my release that made Fili's eyes widen. There was no denial that I found the brothers sexy while they were together, my quick climax evidence enough of that. There was also no denial that they found it arousing that I was so turned on by them. Kili was losing his rhythm and Fili already shouting into the sheets of the mattress, shuddering out as he came.

Quickly he was followed by his brother, a curse on his lips and a boneless fall on top of the sweaty dwarf beneath him.

I closed my eyes, listening to the heavy pants of all three of us as we desperately tried to find ourselves from such exhaustion. I relaxed into the pillows, wishing Thorin were here to see all of it.

Fili's questing fingers brought me back to reality, opening my eyes and seeing how he smiled up at me so adoringly that I was unable to breathe all over again. I wanted to be closer to them both and I didn't deny myself, crawling closer until I could lie down next to them and really enjoy the sweaty musk that clung to their bodies.

Before I knew what was happening, I felt Kili crawl away from his brother and grab my hips, pulling me down so that I was forced to spread my legs for him. "What in the-?"

I was turned over, his dwarven strength easily lifting me and keeping me flat on my belly, a hand carelessly pulling up my shift. "Kili?!"

I looked back and saw him grin at me, "Don't you know the proper way to learn anything?"

I was confused, his teasing pinch on my rear end not helping the matter as I stilled underneath his touch.

"Repetition, repetition is what Mister Balin always said."

Fili was beside his brother, smirking down at me, and finally I knew. Finally I realized.

"Though, technically, we will be repeating the lesson on you..."