Thorin sat at the table, munching on an apple, as he watched his sister scurry about the kitchen.

"Thorin, go wake the boys, will you? Breakfast is ready."

Rising from his chair, Thorin grunted in response and headed towards his nephews' room. The corners of his mouth lifted ever so slightly at the sight of his sleeping heirs. Fili had his arms wrapped protectively around his baby brother, while Kili buried himself in the elder's chest. Thorin walked over to the bed and gently shook Fili's shoulder.

"Fili, it's time to get up. Breakfast is waiting on you."

Fili stretched before wiping the sleep from his eyes. He smiled up at his uncle and turned to wake his brother.

"Come on, Kee. Up, up!"

Kili whined at his brother's request.

"No. Don't feel good."

Thinking it was just an excuse to stay in bed, Thorin picked the child up and frowned to feel that he was burning up. He pressed his lips to the toddler's forehead. Definitely a fever, he thought.

What doesn't feel good, Kili?" he asked.

"My tummy," the boy cried.

Thorin's frown deepened at sensing his nephew's agony.

"What's wrong with him, uncle?"

Thorin looked down at Fili's whose eyes shown with worry. Unsure of how to respond, he grabbed Fili's hand and left the room.

"Dis, Kili is running a fever. He says he doesn't feel well," Thorin announced as he came into the kitchen, Kili in his arms and Fili trailing beside them.

Dis frowned as she took her sick son from her brother's grasp. She brushed the sweaty hair off his forehead as she gently swayed him in her arms.

"You're not feeling well, darling?"

Kili shook his head and turned into his mother's embrace.

"Why don't you try to eat some breakfast? You may feel a bit better with some food in your belly."

Thorin led Fili to his seat , and the two shared a worried glance. Dis sat with Kili in her lap, feeding her youngest child some food from her own bowl. After two bites, he refused to take any more. He grabbed at his stomach, a scared look crossing over his face and Dis knew what was about to happen. She got up from the table but failed to make it out of the kitchen before Kili puked all down the front of himself and his mother.

"Oh dear. Thorin would you mind running some cool water and washing Kili? I'm going to get cleaned up and head to Oin's for some medicine. Fili, clean the dishes once you finish, please."

Thorin approached his sister and took the messy child from her arms, "What do you suppose is wrong?"

"It's most likely a stomach bug. Nothing some home remedies and a little rest won't cure."

With that, she headed to her room to change and Thorin carried Kili to the washroom. He sat the boy on a stool and he poured some water into the large basin. Satisfied, he moved back to Kili to remove his soiled night clothes.

"It hurts," he sulked, clutching onto his little potbelly.

"I know, lad, I know," Thorin cooed, "You're mother's going to get you some medicine then you'll be better in no time."

He lifted the undressed dwarfling into the basin and began washing him off with one hand and keeping him steady with the other. Pleased with his cleanliness, Thorin wrapped the ailed toddler in a dry towel and held him close. Just then, Dis walked in.

"I laid out some clean clothes for him on my bed. I want him staying in there until he's better. We wouldn't want Fili to get sick as well."

"Wise decision."

"I'm headed out now. I'll take Fili with me. You get this little guy clothed and back in bed."

Dis made her way over to the child in her brother's arms.

"Bye, little one. Momma loves you. I'll be back real soon."

Kili hugged his mother's neck before sinking once more into his uncle's arms. As Dis and Fili headed out to Oin's, Thorin dressed Kili and snuggled up in bed with him. The boy squirmed in discomfort while Thorin tried his best to soothe him. All of sudden, Kili let out the most pitiful sob ever to meet Thorin's ears and lifted his shirt up, exposing his stomach.

"Kiss it make it better!" he pleaded.

Thorin bent down and did as he was told.

"I'm afraid it'll take more than kisses to make you feel better this time, little one."

Kili whined at this revelation, so Thorin placed him on his shoulder, rubbing his back and rocking him until he fell asleep.

No sooner had he laid Kili down, Dis walked through the door, Fili in toe. Thorin held his finger to his lips to warn the pair to be quiet.

"Fili, stay out here, ok?"

Dis patted her son's head and joined Thorin at Kili's side. Whispering, she said,

"Oin seems to agree with me about the stomach bug. He gave me some herbs that should have him back to his old self in a few days."

"Glad to hear it. Poor boy's in a lot of pain right now though."

"Aye. Why don't you go talk to Fili. He's very upset. I'll sit with Kili for a while."

Thorin kissed the boy's hair before leaving him with Dis. He shut the door behind him and went to find Fili. The healthier of the two was sitting on his bed, fidgeting with his favorite blanket. Thorin crouched down in front of him, lifting the boys chin.

"Hey, Kili's going to be alright. It's just a stomach bug. You had one too when you were younger. It happens to everyone. There's no need to worry. I promise nothing will happen to him. But in the meantime, I'm going to need you to be a big help to your mother. While I'm away at the forge, you need to help her watch after Kili. Can you do that?"

A little bit of relief came to Fili's eyes. Not wanting to let his uncle down, he agreed to help his mother.

"Atta boy," Thorin praised, "Now, I must be off. I'll see you tonight."

Thorin hugged his nephew and went to bid Dis goodbye before heading off to the forge.

"You sure you'll be alright with me gone?"

Touched by her siblings concern, Dis gave Thorin a reassuring smile.

"It's nothing I can't handle, Thorin. We'll be ok in your absence."

Thorin smiled back then left the home, much to his displeasure, in favor of the forge.

When Thorin returned home that night, he was disappointed to find that Kili was not feeling any better. He still cried about his stomach and couldn't eat much without throwing it back up moments later. He always wanted to be held, completely exhausting his mother.

The next morning, Thorin and Fili sat at the breakfast table by themselves as their remaining two family members were catching up on some much needed rest. As Thorin ate, he noticed that Fili could barely keep his eyes open and almost dropped his spoon twice. Concerned, he reached over, placing the back of his hand on the child's forehead. He didn't feel warm. Fili's eyes flung open, startled at the touch.

"Are you feeling well, Fili?"

"Yeah. Just tired is all," he mumbled.

"I know the feeling, lad. You should lie back down once you've finished eating."

Fili nodded and the pair ate the rest of their meal in silence. Upon finishing, Thorin bid his sister and nephews good bye before heading off to work again. This routine continued for two days. By the end of those two days, Kili was getting better, much to everyone's relief. He could hold down food and liquids and his fever was subsiding. Fili, on the other hand, was strangely fatigued. He could barely walk without stumbling or sit at the table without dozing off. Thorin finished his supper on this particular evening and chuckled at the sleeping boy who sat across the table from him. He picked the golden-haired child up and carried him to his room, tucking him into bed. Thorin yawned at the sight of the sleeping dwarfling and decided it was time for him to turn in for the night as well. He made his way to his sister's room to check up on Kili and tell them goodnight. Entering the room, he found Kili sitting up in his mother's lap, listening intently to a story she was telling him. Hearing the door creak, Dis looked up at her brother.

"Going to bed?"

"I am. Fili is already in bed. Passed out at the kitchen table. I'm worried about him, Dis. He's much more lethargic than he should be."

A crease appeared on Dis's forehead upon hearing the news of her oldest son.

"I'll check on him in the morning and see why he's not getting enough sleep."

"Let me know what he says."

"Of course, brother. Sleep well."

"Night night uncle Thowin!"

Thorin strolled over to the bed and hugged his recovering heir.

"Good night, little one."

Thorin staggered to his own chambers and gratefully sunk into the cool comforting sheets of his bed. Worrying about Kili and working at the forge had drained him of all his energy. Now he had Fili to worry about on top of it all. He prayed he would get a decent night's sleep.

Thorin had been sleeping peacefully, until for no apparent reason, his eyes sprung open. He ran a calloused hand across his face and settled on his back. He lay in that position for a moment, just staring into the darkness that was his ceiling, hoping he'd drift off again soon. Oh, how he missed the days when he could sleep soundly through the night. Deciding that he was uncomfortable, he shifted onto his right side and closed his eyes. When that failed to produce results, he turned over again to lie on his other side. Once again, he closed his eyes. Just as he was dozing off, a faint sound roused him from his slumber. It appeared he would not be getting the sleep he so desired this night.

Sighing, he raised up, throwing his legs over the side of the bed. He winced as his bare feet landed on the cold floor. As he made his way over to the door, he heard the soft sound that had awoken him earlier. Standing still, he listened for the noise once more. It sounded like a whimper; a whimper from a child. Thorin opened his door quietly, and tip-toed down the hall. He had thought the sound was coming from Dis's room. Perhaps his sickness had made little Kili restless. But upon hearing the muffled cries a fourth time, he was puzzled to find that the noise was coming from the room his nephew's shared; the room where Fili was currently supposed to be sleeping.

Thorin cracked opened the door as silently as possible and peered into the room. He saw that Fili was sitting up, arms wrapped around his knees, and tears rolling down his cheeks.

"Fili? What's the matter?"

The blonde gazed up at his uncle, a mixture of shock and embarrassment washing over his face before quickly turning away from Thorin.

"Nothin'" he sniffled as he wiped the tears from his face.

Concerned, Thorin walked into the room and sat on the bed next to Fili. He began rubbing small circles on the child's back in an attempt to calm him.

"Fili, you know you can tell me anything, right?"

Fili still faced away from his uncle, but nodded at the question.

"Then why won't you tell me what's wrong?"

It took a minute for the boy to respond, but when he did, he sounded completely defeated.

"Because you'd be ashamed of me."

At these words, Thorin grabbed his heir under the arms and placed him in his lap.

"Fili, you know that isn't true. I could never be ashamed of you." He wrapped his big arms around his nephew, cradling him to his chest.

"But, I'm supposed to be brave," Fili revealed.

Confused, Thorin asked, "Are you not?"

He felt the boy shake his head no.

"I'm…I'm afraid of the dark," he confessed, "Ever since Kili's been in Momma's room, I can't sleep. I'm alone and it's dark and I'm scared."

After his admission of his fears, Fili's eyes filled with tears once more. Thorin's heart ached at the little ones distress and he absent-mindedly began rocking the youngster back and forth.

"Oh Fili," Thorin sighed, "Is this why you've been so tired during the day?"

"Uh-huh," Fili whined.

"There's nothing wrong with being afraid of the dark, you know. And there's certainly nothing wrong with not liking to be alone. In fact, being alone is probably my greatest fear."

Fili looked up at his uncle at those words.

"You get scared too?" he asked.

Thorin held his nephew's face in his hands, wiping away stray tears with his thumb.

"Of course I do. I've already lost a great number of people who were dear to me. The thought of losing you, or your brother, or your mother still frightens me."

Thorin's throat tightened at his own words. The weight of them hitting him heavily for the first time as he looked into his darling nephew's eyes. Fili draped his arms over his uncle's shoulder.

"I'll never leave you, Uncle Thorin," he promised.

Thorin returned the hug greedily, "I certainly hope not."

When Fili released his uncle's neck, a weak smile graced his lips. Thorin studied the boy's face. Dark shadows surrounded his drooping eyes. The poor child was clearly exhausted. Thorin stood up from the bed, taking his nephew in his arms.

"Would you like to sleep in my room until Kili gets better?"

Fili nodded and buried his face in his uncle's hair. When they reached Thorin's room, he placed the dwarfling in his bed, amused to find that he was already sound asleep. Thorin crawled in on the other side, pulling Fili to his chest before bringing the covers up over the both of them. That night, uncle and nephew slept better than they had in days, safe and content in each other's arms.

Thorin awoke the next morning to something bouncing on his chest. As he slowly opened his eyes, he was surprised to find Kili.

"All better now!" he exclaimed.

Sniggering, Thorin rose up and pulled his little nephew into a hug.

"Thank goodness!"

The commotion caused Fili to stir, and he too, was surprised to find his baby brother bouncing happily on their uncle.

"Feeling better, Kee?"

"Yupp!"

Dis watched her family from the doorway, eying her eldest in particular. Thorin caught her gaze knowingly.

"Everything alright?" she inquired.

Just then, the happily reunited brothers embraced, toppling over their uncle.

He let out an "oof" as the trio fell back onto the pillows, and gathered a sister-son in each arm.

"Yes, I think we're quite alright."