So, this is the second Fili Imagine that I had written. This one isn't nearly as heart wrenching as the last so you have nothing to worry about. This is mostly just a lot of fluff and cuddles so I hope you guys enjoy!

1. Imagine Fili defending you when the Mirkwood elves make fun of your appearance.

2. Imagine that you are exhausted and cranky and one of the company comes to cheer you up with a tickle fight. The night ends with you kissing and snuggling

3. Imagine one of the dwarves trying to make you feel better when you are sad.

You could only watch with dismay as the rest of the Company was shoved into their cells, one by one, after being completely stripped of their weapons, just as you had. Now you felt as though you were naked as you stood there without your sword and loyal knives. You had been left to stand awkwardly in the middle of the chaos, a tall brunet elf holding fast to your arm as he patiently waited for his chance to stow you away in one of the small caverns carved into the wall that they had deemed cells.

Suddenly, however, you were being dragged sideways. A string of wild curses left your mouth as you resisted your guard's pull.

"I can walk myself, you dolt!" You growled as you struggled in his grip as you attempted to dig your feet into the ground but to no avail. He was much stronger than you. Swinging the door open, he paid no heed to you words and you were about to be shoved into the tiny cavern when a voice called out and stopped them.

"No, that cell is for the leader when he is done speaking with King Thranduil." Both you and your captor turned back to find that it was the blond elf from before, the one that had threatened Thorin at arrow point back when you and your friends were still in the forest. "Put her into a different one."

"All the other cells are filled, though." The elf holding you replied, his grip tightening slightly on your arm, causing you to grit your teeth. Again, you fought against him, not liking how he was treating you like you were a simpleton.

"Then lock her in with one of the others." One of the other fair creatures came up, this male sporting a head of golden hair as well but his was more rich in color than the leader's was, given that his was more of a white blond. "She'll be fine."

"That's a little... um..." The male holding you shifted nervously, his eyes briefly flickering to your own pair. "Inappropriate. Considering that... well, they're all men."

"They are her traveling companions." The dark blond warrior replied, taking hold your other arm tightly and yanking you from your first captor's grasp. You only let out a small noise of protest. You were getting tired of pulled around and was about to voice your thoughts when he spoke up again. "They won't do anything to her." He led you over to another cell before unlocking it and pulling it open. "Besides, I'm sure none of them would want to... what with a face like that."

Your mouth fell open ever so slightly as you looked up at the taller creature.

"Well, you're not exactly a bucket of sunshine and roses yourself, muttonhead!" You snapped back before you were shoved inside, rather roughly, too, before you could hardly finish your words. Luckily you didn't lose your footing and instead just stood inside the doorway as he closed the wrought iron bars behind you.

Anger shown in your e/c eyes as you turned back to face him, your hands reaching out to grasp hold of the cell door. The elf just snickered when he saw the rage in your irises and left.

Your brow furrowed softly as you thought about his words, your knuckles turning white as you gripped the steel as you let the fire slowly die from your eyes until it was completely replaced with hurt.

"Y/N?" Upon hearing your voice being called, you couldn't help but slowly turn back around and you found that you had been locked in a cell with none other than the older Durin heir.

A small wave of relief washed over you just then. It wasn't as if you hadn't formed friendships with other members of the Company since the journey began back at Bag End, no it was far from that. There was just something about this certain dwarf that made you both comfortable... and uncomfortable.

You had to admit that you may have taken a bit of a shine to him, to both of Thorin's nephews actually but Fili more so than Kili. There was just something about his laugh and broad grin that always made you warm inside.

"Hello, Fili." You said quietly, your eyes suddenly casting themselves downward as you stood before him.

The dwarf just gave you a concerned look when he noticed the strange glimmer shinning in your e/c pools. He took a few steps forward, his eyes roving over you for a long moment before he reached out and gently took your upper arms into his hands. "They didn't hurt you, did they?"

His crystal blue eyes held yours for a long moment before you lowered them and slowly shook your head. "No." You lied. They had essentially just called you undesirable and said that no one would want you. Of course you were hurt, just not physically. "Just a couple feathers ruffled." You joked, looking back up and offering him a small but false smile, receiving one in return. And yet, this wasn't his normally full grin, one that you or Kili often coaxed from him after making a joke or teasing him.

Both of you slowly sobered and it was a moment before he realized that he was still holding your arms. With a faint blush spreading across his cheeks, the blond prince released you and stepped back.

"There's some water and a bowl in the back if you want to wash off." He told you as he jerked his thumb over his shoulder. "I mean, if you want to, you know, wash your face or..." He reached his hand out and lightly lifted a few strands of your thick mane off your shoulder. "Your hair?"

You just wordlessly nodded your head and moved to brush by him, only to find that the rock walls of the cell weren't very wide.

When the two of you bumped into each other and realized that this was going to be more difficult than you first thought, you two just laughed and backed against each wall. Even still, your chests brushed against each other as you moved by him, small smiles still upon both your faces.

You couldn't help the faint blush that spread across your cheeks once you had your back turned on your cellmate as you moved to the back of the cavern where a wooden bowl and pitcher sat. Picking up the pitcher, you began to dump it into the empty bowl before setting it aside.

Cupping your hands as you dipped them into the cool water, you were just about to splash it up onto your face when his voice broke through the silence that had settled between you two.

"I heard what they said." He murmured quietly. Your hands froze in midair, water dripping through the cracks of your fingers. Not trusting your voice, you chose to instead remain silent. "How they said those hurtful things." Again, you remained silent and instead opened your palms, allowing the rest of the water to spill back into the bowl. Eventually, the turbulent waters settled, allowing you to see your reflection and the sad look upon your faces. "You shouldn't listen to them. They don't know what nonsense they speak."

Your heart skipped a beat when you heard his words.

Continuing to gaze down into the reflective pool, you began to frown softly. You didn't think you looked completely horrible in your own eyes, just average, like any other Northern girl. Sure, you were filthy after having wandered the forest aimlessly for days with your companions but if you cleared a little bit of the grime away and pulled some spiderwebs from your hair, you wouldn't look so horrifying. But, the elf's words caused you to suddenly rethink those thoughts.

"Look at them though, Fili. They are elves." He placed your hands on the rim of the bowl and just barely glanced at him over your shoulder. "The fairest race in Middle-earth. Everything about them is elegant and alluring."

"That's not how I see them." He replied, his gaze nearly burning holes into your back, you could almost feel it through your tunic. He crossed his arms over his chest and leaned against the wall. "And besides, they're all daft." You just continued to stare down at your reflection. "Because they cannot see true beauty when it presents itself before them." You were silent still and finally, the blond dwarf just sighed heavily. "Not even if it punched them in the face."

And with those words, he himself grew quiet and turned back to face the door, allowing you a little privacy.

Dipping your hands into the water again, you began to scrub at your face in hopes of riding your soft skin of the mud and dirt that had accumulated over the last few days. When you finished with that, you began to pour some of the water over your head, knowing that upon request, the elves would bring you more water. They weren't that cruel... at least you hopped so anyway.

Just as you were finishing washing up, you heard footsteps and glanced back to find that the elves were delivering some food and as you suspected, more water. They passed a couple loaves of bread and some apples between the bars, as well as a pair of water skins before leaving without another word.

With water still dripping from your thoroughly soaked hair, you turned back to look when you heard footsteps and found Fili standing just before you, your own rations extended in your direction. With a small nod of your head, you accepted your meal and sat down inside the tiny cavern. The dwarf prince just followed suit, sitting perpendicular to you but it still left your knees to brush given the small space the two of you were squeezed into.

You and Fili ate in silence, both of you quickly devouring your food given the fact that you hadn't eat in what felt like days. However, you couldn't be sure of how much time the Company had wasted in the forest given how it was hard to distinguish between the days and the nights.

It wasn't a very fulfilling of a meal but it was something at least. The elves couldn't just let you starve after all. They weren't that inhumane.

After finishing the meal, you simply sat for a moment before slowly dragging your still wet hair over your shoulder and you began to pick through it, knowing that it was an absolute mess. Again, during the venture through Mirkwood, there had been a haze that had settled over the group, a heaviness that felt as though nothing but at the same time everything was real.

Because of that confusion, you'd paid little attention to yourself, if any at all. You hadn't slept, you hadn't eaten except when someone had forced it upon you, and you hadn't drank anything.

The only time you had slept was when you had found a spot between Fili and Thorin as they sat up on watch together one time. For the idea that they were awake and were two of some of the people you trusted most appealed greatly to yoor mind and you had at one point nodded off in the pitch black night. And you had woken up with your head ever so slightly resting upon the blond dwarf's shoulder.

It was only just then that you remembered that, for you feared that many other memories had been lost to the dark shadows of the forest.

"Y/N?" You startled from your thoughts when your cellmate spoke your name, causing your head to slowly turn in his direction. Your hands were still raking themselves through your messy locks, finding that you were making little progress. Your eyes met his for a long moment before he cleared his throat and stroked his braided mustache, a habit that you had come to recognize that he used when he was nervous.

He often did this when Thorin would assign him a task.

"What?"

"Uh..." He began, licking his lips nervously. "I was just wondering if you needed... help?"

Brow furrowing slightly, you softly frowned at him, not understanding exactly what he was asking of you. "Need help with what?" He just laughed and shook his head before lightly tugging on his own hair, a nervous smile slowly finding its way on to his lips. "Oh." You replied, eyebrows now raising in understanding as you glanced sidelong at the damp rat's nest that hung around your shoulders. "Um... Sure, if you want to. It's really tangled though."

He just smiled wider and laughed again, his eyes crinkling as he did so. "I can see that."

However, he soon clamored to his feet and he undid his leather belt and dropped it onto the floor. Shrugging out of his heavy fur overcoat, he did the same and placed it aside, leaving him in only his brown tunic and trousers.

You scooted forward to make room for him, for you had been leaning up against the rocky shelf upon which the water pitcher and bowl had sat.

Gingerly stepping around you, the dwarf prince slowly lowered himself to sit behind you, his legs splaying out on either side of your own so that he wouldn't have to reach so far to get to your hair. You sat cross legged before him.

Letting it go, you allowed him to sweep the messy tresses back so that the tangled ball rested down your back. Then, very gently, he began to undo the knots, being as careful as possible so as to not hurt you.

There were times where he would suddenly laugh after pulling a leaf or stick out of your h/c mane before setting it aside. "Did you decide to bring the whole forest with you?" Fili finally asked, his tone colored with amusement.

Despite the rather somber mood that you were still in, a small smile managed to grace your lips at his teasing. However, just as you were about to reply, he accidentally pulled your hair, causing a few swear words to tumble from your lips.

"Y/N!?" His jaw fell open in amused horror. You could still see the playful glint in his blue eyes. "That isn't very ladylike!"

"You pulled my hair!" After turning to look back at him over your shoulder, he was suddenly stony faced but his lips twitched and you knew he was fighting a grin.

"You mean like this?" He did it again and your head was pulled back slightly, causing you to wince but it wasn't as painful as the first time.

"Yes, stop that, you childish dwarf!"

"Alright. Alright!" The blond held up his hands in surrender and yet the grin finally found its way onto his lips. "I promise I won't intentionally pull your hair anymore! But, I swear to Mahal, the first one was an accident. It was really tangled and there was nothing else I could do..." After a moment of cooly watching his features, you deemed that perhaps he was telling the truth.

"Fine." You murmured, crossing your arms over your chest and pouting slightly. "Don't let it happen again... cause if it does, I will have no choice but to unleash my wrath."

"Wrath?" Fili snorted as he continued to pick through your hair, finding that he only had one bad tangle to go, he easily undid it before running his thick fingers through your h/c waves, combing through them a few times to make sure that he had gotten all of them. "You don't have a 'wrath'..."

"Yes I do!" You insisted, your voice climbing in pitch. "You've just never seen me use it before."

"Really?" He leaned forward, resting his chin upon your shoulder and looking up at you. You couldn't help the blush that slowly spread over your cheeks but you ignored his weight upon your shoulder as if he weren't there. "And what exactly, pray tell, would bring forth this wrath?"

"Oh... I don't know." You sighed and your eyes drifted downward to where you were playing with the fraying edge of your leather boot. They had been brand new at the beginning of the journey. Suddenly, you just came to realize everything that your boots had gone through. What you had gone through.

And the Company had been there with you the entire way.

They were your family now, to say the least. Like a giant group of uncles and brothers... and Fili. He wasn't placed into either of the two categories, instead placed in his own that singularly held him.

But, all of them were vastly important to you.

"I suppose..." You began again, your eyes raising to blankly stare out the cell door. "If someone came along and hurt one of you." Slowly nodding your head, you enjoyed the thought of completely destroying anyone who threatened your new family. "Then I would exact my revenge and unleash my wrath upon them."

"Sounds terrifying." The prince murmured after he thought about your words for a moment, his chin lightly digging into your shoulder but you couldn't help the small curl of your lips. "I think I should perhaps stay on your good side then?" He himself smiled and again raised his hand up to lightly brush his fingers through your now soft hair. "But what about yourself? You wouldn't use this... divine power-" Both of you giggled at the strange description but part of you wasn't focusing on his words but on the hand in your hair, softly messaging your scalp. "To protect yourself from others? Sometimes I feel like you let people push you around too much..."

Immediately, you knew what he was talking about. It was the issue with the elves again and you allowed your eyes to fall to your hands which had since stilled on your boot. Another saddened look passed over your face, one the prince was able to catch sight of and he suddenly knew that he shouldn't have brought up the tender subject.

"I'm a big girl, Fili. I can take care of myself." You replied, your tone suddenly melancholic.

As the dwarf prince continued to lounge with his chin resting upon your shoulder, he suddenly got an idea, one that would no doubt distract your mind from the degrading things the elves had said.

"Well... You know what I think?" He asked and you slowly turned your head to look at him. He just raised his thick eyebrows and he held a cheery glimmer in his eyes. "I think you need to smile more; laugh more."

However, as he said this, you showed no signs of doing either of the two. Far from it actually.

"Oh, come on, Y/N. Just a tiny smile..." He lightly prodded at you with his words, his own lips twitching upward slightly as if he were willing you to do so as well. "Smile, Azaghâl..." He cooed but you just brushed off his words, not understanding a single word of Khuzdul despite your months with the thirteen dwarves.

You turned away from him. "I was smiling just a couple minutes ago, Fee."

"No. I mean, I want one now. A proper one... with teeth and everything!" Again, the dwarf prince pushed on, his hands slowly moving until they held both your sides. He then began to twist the two of you back and forth in an attempt to rile you up. "Come on, I know you want to smile!"

"Fili..." You growled lowly, not appreciating his suddenly cheerful mood. You scooted away from him and out of his hands, leaving your back feeling cold with his sudden loss of body heat. You hadn't realized that he had been so pressed up against you. "I don't feel like it, okay? Just leave me alone for a bit."

For a moment he deflated, almost physically so and you couldn't help but feel bad. You wouldn't have much time, however, as he suddenly steeled himself again, looking very serious.

"I'm afraid I can't let that happen, my lady." He muttered, a dark grin suddenly coming over his face, one that made you raise a questioning brow. "Not while you're in this mood at least."

"I'm don't have a mood and I'm not going to smile." You grumbled with absolute confidence.

"Then, how about a little laugh?"

"No."

"Y/N-"

"No." He huffed in annoyance at your stubborn attitude.

"Then I really have no choice but to do this." He murmured, partially to himself before he was lunging towards you.

His hands were on you in an instant, taking hold of your sides and suddenly tickling you mercilessly. You couldn't help the rather loud squeal that left your throat as he attacked you, sending you into an unstoppable fit of giggles. You pleaded with him to stop between your gasping laughter, causing the prince himself to grin as you continued to choke through his torture, an ear-splitting grin covering your features.

The two of you wrestled around a bit in the small cell until you had somehow become pinned beneath him. He sat on top of your stomach and was still tickling you where ever he could, still eliciting hardy sounds of merriment from you.

However, when he hit one particular spot, just in the dip of your waist, your hand accidentally struck out when he hit an oversensitive bundle of ticklish nerves. Your fist accidentally hit him in the eye and he immediately stopped tickling you. It took a moment to realize what had happened and you opened your teary eyes and found that the blond prince had his hand covering his eye.

Immediately, he felt yourself pale. You were about to open your mouth and apologize when Fili himself spoke up.

"Well, I deserved that." He snorted slightly through his nose, the jab to his eye evidently not affecting him too much as he rubbed at it. "I felt your wrath, like you promised." He nodded his head along as his eye began to water automatically. "True beauty punched me in the face."

You absolutely froze beneath him as he said this, remembering his earlier words. You had played them off as if they had meant nothing but since this was the second time he had said that, you felt as though this wasn't just a metaphor or whatever they were called.

It was at this time you finally found your words.

"Fili, I'm so sorry!" You blurted, your hands raising to cover your eyes. Blood filled your cheeks as you felt wave after wave of embarrassment sweep over you. "I'm just really ticklish in that spot!" He just nodded along with your words, evidently realizing that now. "Does it hurt?"

"No." He said even though his eye was glassy with unshed tears. "I promise, I'm absolutely fine."

"Oh, okay." You just sat quietly underneath him, wondering when he would move off the top of you but at the same time, you wished he never would. A thought suddenly crossed your mind, causing your cheeks to warm again. "Uh..." You licked your lips nervously. "If you want, I could kiss it and see if that make it feel better?"

The dwarf prince slowly opened his undamaged eye and looked down at you to find you staring up at him with one eyebrow raised. "Okay, yeah. That might help a little." He replied almost too hastily, a light blush dusting his own cheeks.

For a long moment, there was an awkward tension in the air before Fili slowly bent down, as if unsure if what he was doing was okay. You yourself were nervous and reaching out with your hands, you gently took hold of his golden hair.

When you glanced at him, you found that both his eyes were closed as he waited for you to do something, so, gently pulling him forward, you raised your head up off the cold dungeon floor and pressed your lips to his brow where part of your fist had connected. The prince remained perfectly still in your grasp but you only allowed your lips to linger there for a moment before you drew back.

The dwarf allowed his blue eyes to slowly open and he gazed down on you with some strange emotion playing through his gaze.

He made no move to draw back and you made no move to push him away, let alone release the braids you had a grasp on. You didn't want him to ever move again.

"Better?" You asked quietly after intently staring into his eyes. He just hummed in response as he gazed back at you, as if he had only partially heard your words. Something else was evidently on his mind and this caused your heart to begin beating faster in your chest. Licking your lips, you found that one question continued to play through your mind, even as you looked up at him. "Fili?" He hummed again. "Do you... Do you really think that I'm beautiful?" You whispered up to him, your fingers gently toying with the plaits in his hair.

Your sudden question didn't seem to faze him in the slightest, as if he had read your mind and had been expecting it.

Reaching out with his own hand, he lightly brushed the backs of his knuckles along your soft cheek. "The most beautiful." He corrected you, a soft smile pulling at the very corners of his mouth, an adoring gleam shinning prettily in his azure irises. "The most lovely maiden I have ever had the pleasure of laying eyes upon."

At his words, you couldn't help the small smile upon your own lips. He really, really thought so.

Then, as if the two of you read the other's mind, you both began to lean towards the other. Gently pulling on his braids, it didn't take long until your lips met his which were remarkably soft and warm.

Just like Fili.

After exchanging a few more chaste kisses, the two of you just smiled at each other before he rolled off of you, allowing you to sit up. Yet, his warm hand managed to find your own, both your fingers twining together as if they were a perfect fit.

He then backed himself up against the rocky shelf tucked back into the corner of the cell, pulling you along with him. You obliged immediately, wave after wave of pure joy and happiness washing over you as he continued to warmly smile at you. And finally, you smiled back at him fully, giving the prince exactly what he had wanted.

Opening his legs, he allowed you to crawl between them and settle yourself against his strong body before you curled up with your head tucked beneath his chin. The golden prince was softly smiling himself the entire time as he reached out and picked up his fur coat, using it to cover the two of you as you continued to get comfortable. And somehow, despite the hard, rocky ground, the two of you managed it, both of you now completely warm and cozy as you cuddled up together despite the rather dreadful circumstances. It wasn't long before either of you fell asleep and the last thought that played through your mind was that it didn't matter what the elves thought.

For Fili thought you were beautiful and his opinion was the only one that mattered to you.