Disclaimer: Buffy the Vampire Slayer and Angel belongs to Joss Wheldon, Charmed belongs to the creator whose name I don't know, Harry Potter belongs to the wickedly amazing J.K Rowling and the Lord Of The Rings trilogy belongs to J.R.R Tolkien, Peter Jackson and all the other screenwriters. The songs in this story belong to the songwriters who wrote these amazing songs. Please don't sue me, I'm completely and utterly broke and it's for entertainment purposes only.

Timeline: post season 7 Buffy, six months after the series finale Chosen. AU: Charmed. Post-book 5, two months after the events of OOTP, Harry Potter. During the first movie The Fellowship of The Ring all the way to The Return Of The King.

Pairing(s): Buffy/Legolas, Dawn/Frodo (weird pairing I know but I wanted to do something different), Dawn/Sam (friendship), Piper/Sam (friendship), Merry/Willow (friendship), Willow/Boromir, Angel/Cordelia, Cordelia/Pippin (friendship), Fred/Wesley, Leo/Piper, Paige/Richard, Cole/Phoebe, Aragorn/Arwen

Author's Note: So sorry for the long delay, I now have a job so I'm not on the computer as much but I will try to update as fast as my schedule will allow me. Anyway, I'm going to add characters from another book series to this story to spice it up. I'm adding all of the characters from the Harry Potter book series to the story; one of the characters will make his/her first appearance in the story in chapter 9. The clues as to who it is are in this chapter but I'll give you a couple of hints.

This character was at first considered a bad guy until the true bad guy was revealed (this happened in the third book in the Harry Potter book series, The Prisoner of Azkaban.)

This character was killed off in book 5 (The Order Of The Phoenix).

I will redo the pairings (I'm not changing the parings for Buffy/Legolas, Dawn/Frodo and Willow/Boromir. Sorry, guys) and explain the back-story for this in the next chapter.

Summary: The Fellowship has arrived at the Mines Of Moira after a disastrous attempt to go over the Path Of Caradhras and Xander has a long talk with Boromir about Willow. Buffy also had a talk with Boromir about Willow and he made a promise to her that he won't do anything to hurt her. Then the love affair between Willow and Boromir began.

Dawn and Frodo held hands as they walked with Gandalf to find the entrance to the Mines Of Moira. It took a long time before they stopped at the far end of the mountains and they sat down on a rock. Frodo couldn't stop staring at Dawn or stop feeling happy and warm at the thought of being with her. A small smile lit up on Frodo's face as he looked up at her. Dawn looked down at him and smiled at him back. They stopped at the end of the mountain and they waited patiently. The other members of the Fellowship also stood and waited. After a while, moonlight split the dark night sky and its beam hit the surface of the bottom of the mountain. What looked like to Dawn were designs of some kind and some words in Elvish. Gandalf read the words out loud to the group. Dawn didn't catch the first words the wizard was saying but she caught the last words he said.

"Speak 'friend' and enter." Gandalf was finished saying.

"What do you suppose that means?" Merry asked.

"It's quite simple. You are a friend, you speak the password." Gandalf said. He held his staff in front of him and said some words in Elvish. After a few minutes, nothing happened. Gandalf said some more words in Elvish in an attempt to open the door to the Mines Of Moira but again nothing happened. The wizard appeared to be frustrated as he attempted to open the door. Frodo looked up at Dawn and smiled at her as if he was asking her to excuse him. Dawn nodded and he went to join Gandalf at the door. Dawn saw that Spike was engaged in a rather heated conversation with Angel and she went to them. She stood quietly as they talked.

"Come on, Peaches! What makes you bloody think that Boromir won't go and take the Ring from Little One?" Spike was saying.

"That's not what I'm saying, Spike." Angel snapped. "What I'm saying that as long as Boromir is around us and Willow, he won't do anything rash to Frodo or try to take the Ring. I don't know why you're making such a big deal."

"I don't trust the stupid git that's why!" Spike snapped back.

"You're quick enough to trust Aragorn." Angel pointed out.

"I trust Aragorn because I know that he's not stupid enough to believe that the Ring can be wielded for our side." Spike replied. "I also happen to like him. He's a honorable man and has a strong resistance to the Ring's power."

Angel was about to reply but decided against it knowing that the heated discussion will turn into an argument. He was quiet for a while then he heard Spike talk again.

"I was thinking about something." Spike said. "I was thinking about what would've happened if we didn't figure out what was happening here. Our world probably would've been destroyed before we could do anything about it."

Angel shook his head. "We would've found a way whether we figured out what was happening here or not."

Spike gave a small smile. "You know, someone once told me that sometimes your worst enemy could be your ally and whether you hated the person or not, you have to put your differences aside just to fight the good fight."

Angel smiled a small smile back. "Who told you that?"

Spike's eyes went dark with sadness. "An old friend. Someone I knew when I was in England. He was a wizard."

"Like Gandalf?" Angel asked.

"Sort of like Gandalf." Spike said. "But a little different."

"What happened to him?" Angel asked.

"He was killed fighting his cousin." Spike said. "I didn't know about that until after I was brought back here five months ago. I was bloody insane with grief for weeks."

"Sorry to hear that." Angel said.

"Thanks, Peaches." Spike said. He was about to say something when he heard someone making a sound and he turned to see that Dawn was standing before them.

"Hate to interrupt your little talk but I think Frodo figured out how to get into Moira." She said.

"About time." Angel muttered.

"Smart little one." Spike said with a grin. He and Angel followed her to the entrance to the Mines where Frodo and a frustrated Gandalf were sitting on rocks.

"It's a riddle." Frodo said. "Speak 'friend' and enter. What's the Elvish word for 'friend'?"

"Mellon." Gandalf replied and then the doors opened.

"Good show, Little One." Spike said to Frodo with a grin. To Dawn, he said. "You picked the right one for you, Little Bit."

"I know I did, Spike." Dawn said grinning and she kissed Frodo on the cheek. The little Hobbit's cheeks grew three shades of red in a mixture of pride and embarrassment. Frodo was so deep into thought that he didn't hear Buffy and Willow giggling behind him or see the grins he was getting from Chris, Leo, Xander and Gunn. He felt Dawn take his hand and she lead him to the darkened Mines. Then he heard Gimli speak.

"Soon, Master Elf, you will experience the hospitality of the Dwarves. Roaring fires, malt beer, meat right off the bone." Gimli was saying. "This, my friend, is the home of my cousin Balin and they call it a mine. A mine!"

"This is no mine." Boromir said in a low voice. "This is a tomb."

Spike took out his flashlight, turned on and saw that Boromir was right. Corpses of slaughtered Dwarves were everywhere in the mine. Dawn screamed. Everyone else stared at the sight in horror.

"Bloody hell!" Spike gasped.

Gimli let out an agonized cry while Legolas took a look at one corpse and said "Goblins!" He then took out his bow. Aragorn and Boromir drew their swords. Buffy, Xander, Wesley, Gunn, Angel, Spike and Leo did the same.

"We make for the Gap of Rohan. We never should have come here." Boromir said. "Get out of here! Get out!"

The members of the Fellowship began the slow walk out of the mines. Frightened, Dawn backed away slowly and she went to take Frodo's hand only to find that she grabbed only air. She turned and saw that something slimly grabbed Frodo by the leg and was dragging him away. She screamed in terror and fear when she realized that there was something in the lake. A water creature.

"Aragorn!" Dawn shrieked.

"Strider!" Sam screamed.

Buffy, Boromir and Aragorn both turned and saw what was happened and they ran to help. Legolas shot an arrow into the creature while Cole threw an energy ball at it. The water creature let out a loud roar but didn't let go of Frodo. Buffy and Boromir both ran into the lake and they sliced off tencles to get to Frodo. Boromir sliced off one of the creature's tencles, which had its grip on Frodo. The little Hobbit flew into the air and landed in Boromir's arms.

"Into the mines!" Gandalf shouted frantically.

"Legolas!" Buffy screamed. "Get Dawn inside the mines!"

Legolas shot another arrow at the creature before grabbing Dawn by the waist and dragging her inside the mines. Everyone else ran deeper inside the mines to avoid the lake creature that now crawled out of the water and destroyed the entrance to the mines. Rocks blocked their only other way out of the mines and again it was dark. It was too dark for anyone to see. Willow took a step forward stepping on something in the process.

"Ouch! Willow! That's my foot!" Buffy hissed.

"Sorry." Willow whispered.

"What do we do now?" Chris asked.

"We now have but one choice." Gandalf said as he lit up the stone on his staff. "We must face the long dark of Moira."

"Be on your guard." He continued. "There are older and fouler things than Orcs in the deep places of the world."

"I can't think of anything that are worse than Orcs." Piper said.

Leo gave his wife an even stare. "There a lot of creatures in Middle Earth that are a lot worse than Orcs. Believe me, I know." He said.

The twenty members of the Fellowship were silent for a while before Gandalf spoke again. "Quietly now. It's a four-day journey to the other side. Let us hope that our presence may go unnoticed."

I'm praying that we go through here unnoticed! Piper thought. For almost the whole journey, everyone was silent. On the second day, they were passing a working station of the mine when suddenly Gandalf's voice split the silence.

"The riches of Moira was not in gold or jewels but milthril."

"What's milthril?" Buffy asked.

"Milthril is Dwarf-metal." Spike spoke up. "Looks like silver except it's light as a feather and as hard as a bulletproof vest."

"Cool." Buffy said.

"Frodo's uncle Bilbo has a shirt of milthril rings that Thoril gave him." Gandalf said.

"Oh, that was a kingly gift." Gimli remarked.

"Yes," Gandalf agreed. "I never told him. Their worth is greater than the value of the Shire."

Interesting. Buffy thought. She stayed with Legolas for the rest of the journey and they held hands the whole time. He even helped her as she was climbing the stairs on the fourth day. It took a long time for the Fellowship to climb all of the stairs before reaching the top. Gandalf stopped and after a few minutes he said softly.

"I have no memory of this place."

Two hours later...

"Are we lost?"

"I don't think so, Pippin."

"I think we are."

"We're not lost!"

"Bloody hell, Peaches! You don't have to scare him like that!"

"Shhh, Gandalf is thinking."

"Merry."

"What?"

"I'm hungry."

"Oh, for cryin' out loud!"

"Spike, shove off!"

"Shut your gob!"

"Will you two knock it off? Gandalf can't think if you two can't shut up!"

Piper couldn't help but laugh softly as Buffy was attempting to keep Spike and Angel from arguing. But a soft sound forced her to turn around and she looked down to see something crawling coming up. Panicked now, she ran to Gandalf and she saw that Frodo was beside him also looking frightened.

"There's something down there." He said.

"I saw it too. What the hell was it?" Piper asked.

It's Gollum." Gandalf answered.

Piper's eyes widened. "That thing crawling down there is Gollum?" she asked.

Gandalf nodded. "He's been following us for three days."

"And why he is following us?" Piper asked. Then she realized why. "It's the Ring isn't it?

Gandalf nodded. "He will never be rid of his need for it," he said. "He hates and loves the Ring as he hates and loves himself."

"I know his story." Piper said. Gandalf and Frodo looked at her. "Leo told me and my sisters about him."

"Oh, yes." Gandalf said. "Smeagol's life is a sad story."

"Yes, it is." Piper said. She saw that Frodo had a confused glint in his eyes. Gandalf must've noticed it because he spoke again.

"Yes, Smeagol he was once called." He said. "Before the Ring found him. Before it drove him mad."

"And caused the woman he loved to take her own life." Piper added.

"It's a pity Bilbo didn't kill him when he had the chance." Frodo said in disgust.

Gandalf turned to him. "Pity?" he said. "It was pity that stayed in Bilbo's hand. Many who live deserve death and some who die deserve life. Could you give to them, Frodo?"

"Gandalf's right, Frodo." Piper agreed. "You shouldn't really say that a person deserves death when they're under something that is beyond their control. Believe me, I know that from experience."

Frodo glanced at Piper then at Gandalf and then back at Piper again. Then he sat down beside Gandalf.

"Maybe Gollum will have some part to play during this whole thing." Piper suggested.

"You could be right, Lady Piper." Gandalf said. "I do believe that Gollum will have a part to play for good or ill before this is over."

Frodo glazed sadly at Piper and Gandalf and then he stared at the ground.

"I wish the Ring had never come to me. I wish none of this had happened." He said sadly.

Piper took Frodo's hand and gave it a gentle squeeze while Gandalf glanced at him with a gentle gaze.

"So do all who live to see such times but it's not for them to decide." He said. "All you have to decide is what to do with the time that is given to you." Gandalf gave Piper and Frodo a small smile.

Piper held her gentle gaze onto Frodo. "I think Gandalf has a point, Frodo." She said in a soft voice. "Things happen for a reason. Maybe it's the will of the Valor or the Elders or maybe the Powers That Be. I don't know. But what I do know is that Bilbo was meant to find the Ring and you were meant to have it. You were also meant to destroy it. I also think that the Elders have big plans for you. Plans that could ultimately change the course of your life."

"And those are encouraging thoughts." She said.

Frodo was moved by her words. He smiled at her and she smiled at him. Their bonding time was interrupted when Gandalf said something

"It's that way." He said pointing at one of the entrances.

"He's remembered." Merry said relieved.

"No," Gandalf said. "The air doesn't smell so foul down there. When in doubt Meriadoc, always follow your nose." The other nineteen members of the Fellowship followed him down in one of the entrances.

"Don't have to tell me that." Spike said. "I could smell a corpse a mile away."

Buffy winkled her nose in distaste. "You know, Spike? You were disgusting when you didn't have a soul and you're even worse with one."

"Hey!" Spike balked insulted.

"I think she's right." Angel offered.

"Who asked you?" Spike shot back.

Phoebe sighed. "Will you two put a sock in it?" she snapped. "I swear, you two are like two little kids fighting over candy."

Angel and Spike gaped at her. Cole couldn't help but laugh at the expressions on their faces. He stopped laughing when Phoebe threw him a writhing glance at his direction. A few moments later, a cry of "Bloody hell!" rang out as the Fellowship stopped in what looked like a grand hall.

"Where are we?" Cole asked.

Spike turned to him. "This is the Dwarf city of Durrowself. I was here three months ago with a group of Whitelighters talking to Balin, Gimli's cousin about a treaty that he was going to sign with us. But we hadn't heard from him in three months and I have a very nasty feeling that something happened."

"Like what?" Phoebe asked.

"Don't know." Spike said. "That's what I want to find out. I'm just hoping that I'm wrong."

The group of twenty walked silently until they turned around the corner to see a doorway to a chamber.

I have a bad feeling about this. Piper thought with a shiver as they walked inside the room. Her anxiety skyrocketed when Gimli brushed past her and ran into the chamber. She followed him with Phoebe and Cole close behind her. Leo went to follow her but Gandalf held him back. Angel and Spike looked around the chamber with disgusted looks on their faces. Piper reached her destination and saw that Gimli looked devasted Oh, no. She realized. Gimli broke down into tears. Gandalf read the top of the stone that had been carved. Phoebe looked at it as well.

"Here lies Balin. Son of Fundin, Lord of Moria." He read. "He is dead then. It is what I feared." Gandalf handed his staff and hat to Pippin. Phoebe sat down onto the stone in frustration. Angel then looked at Cole.

"Bugger all." Spike said. "I was afraid of this."

"Now what do we do?" Angel asked. His voice sounding weary and frustrated.

"We have to go. We can't stay here." Cole said. He had a sick feeling in his gut as he started to sense something but he didn't know what.

Gandalf began to read something from a book and as he was doing so, Pippin moved toward a well and saw a skeleton there. As his fingers touched it, it fell in the well making a lot of noise. Piper jumped and gasped. Paige orbed. Phoebe nearly fell off the stone she was sitting on. Dawn let out a terrified shriek and began shaking. Leo, Chris, Buffy, Cole, Willow, Wesley, Cordelia, Angel and Spike went to battle positions only see that it was only Pippin. They relaxed. Piper recovered from her fright but anger and annoyance etched on her pretty face. Paige orbed back in and gave Pippin an angry scowl. Gandalf looked just as angry and annoyed as Piper and Paige.

"Fool of a Took!" he exclaimed. "Throw yourself in next time and rid us of your stupidity."

"Next time warn us if you're going to do that." Paige snapped at Pippin despite of her growing anxiety. She was about to say something else when she heard drumming sounds. Oh, God, please tell me I'm imagining this! She thought praying. Phoebe looked at Cole and didn't like the look on his face. Piper's fear and anxiety once again skyrocketed. The blade on Frodo's sword glowed.

"Frodo." Sam whispered.

"What the hell is that?" Piper gasped

"Orcs!" Legolas answered.

Cole and Boromir ran to the door. Two arrows narrowly missed their heads. Leo and Chris went behind them to help. Aragorn turned to the Hobbits and the Charmed Ones.

"Get back! Stay close to Gandalf!" he shouted. Piper grabbed Frodo and held him protectively while Phoebe and Paige stood beside Merry and Pippin. Gandalf stood in front of them with Buffy, Spike and Willow behind him. They watched in fear as Cole, Leo, Chris and Boromir barred the door and then stood in battle position. Cole then realized that the Orcs were not alone. There's some kind of a cave monster in here. What he heard from Boromir sent his protective sense skyrocketing.

"They have a cave troll."

"Oh, thanks for telling us that!" Buffy snapped at him.

"Let them come!" Gimli growled. "There's one dwarf yet in Moria that still draws breath."

The door burst open and the Orcs appeared. Spike managed to kill some with his sword. Cole gave a loud battle cry and jumped on two Orcs from behind. Leo used his sword to slit the throats of two Orcs. Buffy used her crossbow to kill a couple of Orcs while Dawn, Cordelia, Wesley, Gunn and Paige used battle-axes to fight them. Piper blew up nearly six of them and with Sam's help killed some more. Sam fought and killed one Orc to get to Phoebe who was in a losing battle with two Orcs. He beheaded the two Orcs and helped her to sit up. Phoebe smiled at him.

"I think I'm getting a hang of this." Sam said.

"I think you are too." She replied. Piper then turned to see that Frodo needed help and that he was being pursued by the cave troll.

"Frodo!" she cried and ran after it. Aragorn saw Piper and realized what she was doing.

"Frodo!" he shouted and ran after her. At that point, the cave troll grabbed Frodo by the foot and dragged him behind it.

"Aragorn!" Frodo screamed in terror. "Aragorn! Piper!"

"Frodo!" both Piper and Aragorn shouted together. Dawn looked up, screamed Frodo's name and struggled to get to him but was pushed back by Orcs. Frodo managed to free himself by cutting the troll's hand letting him go. Aragorn ran in front of the cave troll to fight it while Piper ran to him to check him for injuries.

"Are you all right?" she asked.

"Yes, thank you." Frodo replied. They watched as Aragorn fought the cave troll, which was a losing battle. The cave troll hit the Ranger aside. Frodo and Piper ran to him and found themselves facing the troll. Oh, God. Piper thought. The cave troll threw the spear Aragorn had been using to fight it at Frodo and pinned him against the wall. Piper screamed in terror and grief. Sam saw what had happened and looked horrified.

"Frodo!" Sam said and then he shouted his friend's name again and then fought with several Orcs to get to him. Dawn had managed to behead a couple of Orcs to get to Frodo and Piper.

"Frodo!" Dawn sobbed and she rubbed his back grieving.

Buffy, Angel, Spike, Xander, Wesley, Gunn, Cordelia, Chris and Leo all fought their way through a sea of Orcs to get to the cave troll. Chris stood in front of it with his battle-ax ready to take a chance trying to kill it. But before he could even react, Merry and Pippin jumped onto the troll's back stabbing it with swords. After a few minutes, the cave troll grabbed Merry and tossed him aside then grabbed Pippin and hung him upside down. Chris knew that he couldn't swing the ax without hitting Pippin.

"I need some help here!" Chris shouted.

Legolas shot an arrow in the troll's throat slowly killing it. As it was dying, it let go of Pippin and Chris caught the little Hobbit before he hit the ground and then the cave troll fell down dead. Leo ran to check Piper for injuries. Phoebe and Paige walked toward them. Spike and Angel ran to help them while Cole and Gandalf ran to help Merry and Pippin. Aragorn crawled toward Frodo and Piper.

"Oh, no." he whispered. As he reached him and rolled Frodo over, the Hobbit groaned and got up. Piper breathed a sigh of relief.

"He's alive." Piper and Sam said together.

"I'm all right. I'm not hurt." Frodo insisted.

Dawn ran to him and then smacked him across the head. "Don't you ever do that again!" she exclaimed. "You scared the crap out of me!"

"I'm sorry, Dawn." Frodo said rubbing his head and gave her a kiss on the cheek.

"You should be dead. That spear would have skewered a wild boar." Aragorn said.

Gandalf and Cole looked at each other then back at Frodo and Piper.

"I think there's more to this Hobbit than meets the eye." The wizard said. At that Frodo lifted his shirt to reveal the Mithril coat that his uncle gave him. Piper's eyes widened in surprise.

"Mithril!" Gimli exclaimed in surprise. "You are full of surprises, Master Baggins."

Piper's surprise turned to terror when she heard the sounds of more Orcs coming. Gandalf saw the look on her face and got up quickly.

"To the bridge of Khazad-dum!" he shouted. The group of twenty ran out of the chamber and in a hallway but it was full of Orcs and they found themselves surrounded. Spike and Angel both growled in frustration. Buffy, Dawn and the other Scoobies held out their weapons.

"Bloody hell!" Spike whispered.

"Oh, crap! Now what?" Piper asked.

"I don't know. What's next? A fire breathing dragon?" Paige said.

The instant the words were out of Paige's mouth, she regretted them. She saw, at the end of the hallway, a red glow on the wall. The Orcs scattered. Legolas held out his bow then lowered it. Piper looked to see the red glow. Dawn let out a squeak when she saw the red glow and then shot a look of dismay at Paige's direction. Spike's eyes widened when he saw the red glow and gave Paige a piercing stare.

"Paige, why did you have to say that?" Dawn groaned in dismay.

"What is this new devilry?" Boromir asked.

"Gandalf, what is that?" Cordelia asked in a frightened whisper.

"A balrog." Gandalf replied. "A demon of the ancient world. The foe is beyond any of you."

"That doesn't sound good." Phoebe muttered.

Gandalf gave each of the group a stare. "RUN!" he shouted.

At that, they started to run.

"Piper, come on!" Phoebe screamed and grabbed her sister's arm. Gandalf and Aragorn ran behind them. The wizard went behind Aragorn to try to fend off the balrog. The Ranger stopped.

"Gandalf!" he shouted.

"Lead them on Aragorn!" the wizard hollered. "The bridge is near. Do as I say! Swords are no more use here!"

The group of twenty reached the staircase and moved on but the stone started to break. They stopped at a gap at the staircase. Legolas jumped over the gap and stood ready to help the others over. He signaled Gandalf to the gap. The wizard jumped over and was helped over. Leo took Piper and orbed over the gap while Cole took Phoebe and shimmered over. Paige orbed over. Then Leo, Chris and Cole shimmered and orbed back to get the Scooby Gang, and the A.I gang and get them over the gap. As they were doing so, Legolas was helping Merry, Pippin and Boromir over the gap. Aragorn tossed Sam and Legolas helped him over. Aragorn went to toss Gimli across but the dwarf refused.

"Nobody tosses a dwarf." He declared and jumped over the gap but almost missed. Legolas grabbed him by the beard and pulled him to safety. Frodo and Aragorn remained on the other side of the gap. Piper, Phoebe and Paige watched in pure suspense waiting for them to jump. But they didn't. The rock they're standing on was on the verge of collapsing.

"Frodo! Aragorn! Come on!" Xander yelled.

Aragorn turned to Frodo. "Lean forward." He said. The young Hobbit did as he was told and they managed to jump onto the other side. They then found the bridge and went across all except for Gandalf.

"You cannot pass!" he shouted.

"Gandalf!" Frodo cried.

"I am the servant of the Secret Fire, wielder of the flame of Anor! The dark fire will not avail you, flame of Udun. Go back to the shadow! YOU SHALL NOT PASS!"

The bridge then broke causing the balrog to fall. Gandalf turned to face the Fellowship. Phoebe then saw the whip of the balrog going up.

"Gandalf!" she yelled. "Behind you!"

Her warning came too late as the whip grabbed onto his ankle and pulled him down. The wizard grabbed onto the edge but he was losing his grip. Phoebe started to run back onto the bridge but Angel stopped her.

"Don't you do it! It's too late. We can't save him." He said.

Phoebe was about to say something when she saw that Frodo was about to run back onto the bridge.

"Frodo, no!" she shouted. Boromir heard Phoebe's shouts and grabbed Frodo to stop him from getting back onto the bridge.

"No! Gandalf!" he shouted.

Gandalf glazed back the remaining group of nineteen. "Fly, you fools." He said. As Phoebe, Paige, Cole, Leo, Buffy, Spike, Angel, Willow, and the others looked on in horror, he let go of the edge and fell to his death. Paige let out a piercing cry and Phoebe stood frozen in horror and grief. Chris let out a gasp and covered his mouth. Cole went to Phoebe, took her in his arms and held onto her in horror, grief and growing anger.

"Oh, my God." Piper whispered in horror and covered her mouth with her hand.

"NOOO!" Frodo screamed in grief and horror. "NOOO!"

"May God be with him." Wesley whispered.

"Amen." Gunn agreed.

"Let's get the bloody hell out of here!" Spike shouted as the cave again started to fill with Orcs. As they reached the exit out of the cave, the brief time of mourning began. Dawn could feel the tears welling in her eyes as she gazed upon Sam, Merry, and Pippin. All three of them were in tears and mourning Gandalf. She had taken a great liking to the wise wizard. He reminded her of Giles. She looked around for Buffy and found her with Legolas who looked dazed and was hugging her. Upon seeing her, Buffy went to her and hugged her. After a few moments, Dawn looked around for Frodo and saw him walking away.

"Frodo!" Dawn called.

The little Hobbit stopped and turned to face her with tears running down his cheeks.

Feeling extremely sorry for Frodo, Dawn looked up at Buffy and she nodded her head as if she already knew what Dawn wanted to do. Dawn walked over to Frodo, kneeled down in front of him and took his hand. He looked at her and a look of gratitude and love swept across his face. Frodo took Dawn's hand and placed it on his chest then he kept looking deep into her eyes. Dawn couldn't look away from Frodo and the tears she had been fighting back streamed down her cheeks. Sensing her distress in spite of his own overwhelming grief, Frodo gently squeezed Dawn's hand and with his other hand traced her tears with his fingers.

"Why are you crying, Dawn?" Frodo asked.

Dawn struggled to speak without losing it completely. "I-I looked into your eyes and I saw grief in them. Grief, which I've seen more times than I care to in a lifetime. Frodo, it's just that I can't stand seeing one of my friends or the one I love in so much pain. I laugh with them. I cry with them. I grieve with them."

She fought back more tears as she said the next words. "You want to know why I'm crying? I'm crying, Frodo, because I'm grieving with you over what happened to Gandalf."

Touched by her admission, Frodo gently stroked Dawn's hair and kissed her gently on the forehead. Then he pulled her into a tearful embrace. Dawn held onto Frodo tightly, her shoulders shaking as she sobbed but she could feel the gentleness of his touch and it brought her some comfort. She also could hear Frodo whisper words of comfort in her ear and seeing the loving and understanding look on Buffy's face, she could also feel the comfort and love radiating from it. It both the love and strength she received from both her sister and Frodo that was making her feel stronger than she ever felt in a very long time. In a grateful gesture, she leaned forward and kissed Frodo on the forehead.

"Thank you." Dawn said

Crying, Frodo whispered. "You're welcome, Dawn."

Buffy smiled at the sight before her. She always knew that Dawn loved Frodo and couldn't stand him being in so much pain. The same was true with Legolas. She couldn't stand him being in pain and right now he was in pain over what happened to Gandalf. Thinking about the old wizard brought tears to her eyes. He reminded her so much of Giles and she knew that he would be sadly missed by everyone in the Fellowship. Suddenly remembering Legolas, she rushed back to him. When she was in front of him, she took his hand and squeezed it. Legolas glanced at her gratefully with tears in his eyes. Buffy looked at him back also with tears in her own eyes.

"Buffy." Legolas whispered. "Thank you."

"For what?" Buffy asked.

"For this." Fighting back the urge to break down in front of her, Legolas bent forward and kissed her. The tears in his eyes ran down his face as he kissed her. Buffy didn't pull away and fought the impulse to cry. The kiss lasted only thirty seconds when they heard Aragorn.

"Legolas, get them up."

Buffy and Legolas pulled away from their kiss and stared at Aragorn dazed and stunned. Cole and Boromir both looked pretty upset at the lack of courtesy.

"Give them a moment for pity's sake." Boromir said in an emotional voice.

"By nightfall, these hills will be swarming with Orcs." Aragorn said. "We must reach the wood of Lothlorien."

"Aragorn's right." Spike agreed. "There's no time to grieve now. We have to keep going."

Boromir glared at the ex-vampire. "What would you know about grief?" he snapped "How could you possibly know what it's like to grieve if you were once a monster with no remorse over your actions or any pity for your victims?" Spike, furious, went up to the Gondorian warrior and punched him in the face.

"You stupid asshole!" Spike screamed in rage and continued to throw punches at Boromir. Cole and Angel ran to them to break it up but didn't pay any attention to Willow who was watching the whole fight with anger in her eyes.

"Stop it now!" Cole roared angrily. Buffy gaped at him wide-eyed. Piper, who was trying to comfort Willow, spun her head around. Frodo, Dawn, Sam, Merry and Pippin froze. Phoebe practically jumped. She had seen Cole get angry before but she had never seen him looking that furious for the two years she was married to him.

Cole held Boromir steady and regarded him angrily. "Spike knows grief. He also knows remorse and redemption. Back then, he didn't have a soul but now he does. He has helped Buffy save the world more times than you would ever know."

"Spike is right about one thing. Now is not the time to grieve or to point fingers or to hold a grudge." Cole continued. "Also, Boromir, you have a certain young woman who, right now, needs a shoulder to cry on. She's deathly afraid of losing you like she lost her girlfriend. She's also afraid of losing control again."

"How do you know this?" Boromir demanded.

Cole gave Boromir an even stare. "I don't need to be a telepath to see that she loves you dearly and that she is worried of what will happen if she loses control again. You know what will happen if she made a repeat of what happened two years ago."

Remembering what Xander told him about what Willow had done two years earlier, Boromir nodded silently. He loved her unlike anyone he had ever loved and just as Willow was afraid of losing him to the Ring, Boromir was just as afraid of losing her to the dark side. He turned to look at her with tears in his eyes. At that moment, Willow walked away from the sight before her before collapsing onto the ground sobbing and crying. Boromir ran to her and held her in his arms.

"Willow." Boromir whispered. "Forgive me."

"What are we going to do now, Boromir?" Willow sobbed. "The Fellowship will break up and we'll never destroy the Ring."

"That will not happen, Willow." Boromir said in a voice filled with emotion. "We are going to remain together no matter what happens. We cannot give up now and you should not either."

Willow looked up at him and cried even more.

"Boromir, you have to promise me something." She said between sobs.

"Yes, my love." Boromir whispered. "Anything."

Willow sobbed as she spoke. "You have to promise me that you resist your temptation and not take the Ring from Frodo. Promise me you won't take it from him."

Boromir hesitated before he spoke. "All right." he said.

"Say 'I promise'." Willow demanded.

Boromir fought the urge to break down as he spoke again. "I promise, Willow."

Willow held him tightly and cried. Her body shook with sobs and tears slid down her cheeks like a rushing river. Boromir lost all of his mental restraint and he broke down completely sobbing on her shoulder. He was crying so hard that he almost didn't hear Willow whispering to him.

"Thank you, Boromir. I love you so much."