A/N Hello all! Thanks again and again to all the people who reviewed! Especially those long ones, yowza! I feel a tad bit disgustingly warm and fuzzy inside knowing that this story has prompted such well thought and eloquent responses from people :) As I said a bit before there are book spoilers, but at the same time I'm not adhering strictly to canon, since that would be well, repetitive and no fun if I didn't put my own spin (read: making stuff up as I go) on things. Sorry this took so long to get out but things are a bit crazy on my end so this shit will come as it may. Enjoy!

Edit: Herp derp can't count for shit, thanks Illayne for catching that one!

Edit 2: RE: Thorin's age, as people have pointed out Thorin is basically a fossil in the book, but since I'm going kinda movie!verse here, and enjoy nothing more than picturing Mr. Armitage brooding in my head, I'm making him younger than a few of the other dwarves in this story. It makes my brain hurt trying to reconcile them being younger than Thorin in the movie, so I'm using it as an opportunity to fuel my angst ridden head!canon for Dwalin ;)


They had set out from their small makeshift camp after only a few hours. Bilbo had protested that they take more time to rest but Thorin had eventually won out. The only thing that kept the hobbit from pursing the issue further was Gandalf's assurances that they would reach somewhere safe by nightfall.

The company kept walking along the stream for mile after mile. If Bilbo hadn't been constantly monitoring the limp in Thorin's step, he might've taken the time to really appreciate the fantastic mountains that framed their walk. Though to be fair, Bilbo had far too many recent highly unpleasantexperiences in the tall places of this world to last several lifetimes, so he might found appreciating the view to be a bit tedious.

The great forest was always on their horizon, but for the time being, only soft grasses and the occasional tree-covered hill obscured their way as the sun began to set.

As they grew closer to what used to be but a small blur on the horizon, Bilbo was met with yet another extraordinary and almost unbelievable sight. There was field of the largest and brightest flowers the hobbit had ever seen, even in all of his years residing in the Shire.

These great yellow flowers would have put any of their hobbit counterparts to shame and Bilbo couldn't help but feel a twinge of jealously as he practically basked in an aura of health and being well cared-for that emanated from them.

Bilbo quite often forgot just how small he was compared to the rest of the world. While in the Shire he was quite average for a hobbit and even among dwarves he was still within a reasonable range. However, looking at the size of the massive sunflowers and their obvious pruning, Bilbo couldn't help but marvel at the size of the person in charge of caring for these flowers and wonder if he would even come up to said person's knee.

Bilbo left the group of dwarves who were starting to mutter about what sort of unsavory place the wizard had led them to now and made his way over to the edge of what the garden.

He wasn't tall enough to reach the silky looking petals but the hobbit placed a tentative hand on the closest leaf. Bilbo had been about to give it a small pinch just to see how thick it was, when he was greeted by the sound of a strange buzzing coming towards him.

Out of the thick clustering of flowers came the biggest bee Bilbo had ever seen in his entire life. About the size of his head, the hobbit couldn't help but let out a surprised yelp as he scrambled backwards.

Bilbo only got a few steps back before he had tripped on a stray root in his haste. One second he was facing that thing, the next he was facing the sky feeling slightly dazed.

There were several confused moments as he felt the ground shift beneath him while he was hauled up. There was a pair of hands under each of his shoulders as the two young dwarf brothers pulled him up until he could see a pair of matching grins.

Bilbo swiftly got his feet steady and looked up to where the bee was still buzzing except now between himself and the floating insect was an angry Thorin Oakenshield; his sword drawn with his good arm and aimed at the distinctly disinterested and rather unimpressed bee.

"You alright, Master Baggins?" Fili grinned at him, straightening out the hobbit's coat. "You really should be more careful, Master Boggins, never know when any fearsome beasts might come out and attack you," Kili added with a laugh as he cast an amused glance at his uncle who was clearly finding nothing humorous about this situation.

"Very funny, really." Bilbo shot them scathing looks, "look at the thing! It's giant! You can't exactly fault me for being taken by surprise!"

Thorin sheathed his sword gingerly, apparently satisfied no one was currently being maimed and grumbled as he walked past them back to Gandalf who didn't seem to even consider restraining his gruff laughter.

The bee was joined by more of its kind and soon enough there was a whole group of them lingering at the edge of the garden, but not crossing its boundary to where the company stood.

Bilbo eyed them nervously as Gandalf moved to the front of the group and stood where a small, pebbled path started between to stalks of the towering plants.

"We have arrived at the house of Beorn. He does not often have company and even less frequently wantsit."

The hobbit felt his stomach twist nervously; surely this man must be a giant to care for such a large garden. Being on the wrong side of someone who could probably crush him with a single angry fist did nothing for his confidence in the situation.

"I suggest," Gandalf began while leaning on his staff, "that we go through in pairs. I will use my not inconsiderable charm and persuasive wit to placate the man, but I feel it unwise to alert him that there are fifteen of us right away."

Bilbo nodded fervently in agreement, feeling thatangeringthe man could end very poorly for all of them.

"If all goes well," the wizard continued, "he will let us rest and resupply before I must leave you…" Gandalf turned to face the path for a moment before turning back again, "Thorin?"

"What is it, wizard?" The dwarf replied, not happy with the idea of going into an unknown place at the mercy of a person he had never met nor trusted.

"I think it would be best if you didn't speak. At all." Gandalf turned back around too quickly to catch Thorin's glare, but Bilbo couldn't help but give a small chuckle at the dwarf's face.

The company made their way onto the path in pairs after the wizard. Bilbo, who was at the back of the group, started to nervously fidget with the strap on his pack while waiting for the wizard's signal.

Turing the piece of leather over and over in his hands, Bilbo's glance shifted between the ever-growing group of bees to his left and the path that quickly curved out of eyesight on his right.

"Stop."

Bilbo couldn't bring himself to stop nervously watching the number of bees steadily grow. "Wha- what?" the hobbit muttered absently still twisting the strap.

"I said stop fidgeting with that. It is distracting." Thorin frowned as he turned his face fully towards Bilbo who had finally torn his gaze away from the insects.

Bilbo narrowed his eyes in response, "Oh I apologize, is this botheringyou?" the hobbit made an exaggerated motion as he pulled the leather up and down as far as it could go.

"Yes. It is."

Bilbo let out a strained and slightly panicked laugh, "Well that is unfortunate now isn't it, because I am rather fond of occupying my hands when nervous. And I am very nervous."

Thorin raised an eyebrow as he put one hand on Bilbo's wrist and the other on the strap before drawing them apart. "There is no need to be nervous, Master Baggins." Thorin pulled his hands away before facing the path again.

"Whatever sort of man this Beorn is, he will not lay a hand on you or the rest of the company. So if you would kindly stop twitching, I would be most obliged."

Despite Thorin's uh, unique, method of comfort, Bilbo couldn't help but relax. He would be fine. The dwarf had fought in countless battles and faced many foes; surely a man with a garden and bees couldn't be thatbad anyway.

"I was not twitching—" Bilbo was about to mutter more subtle and undoubtedly clever insults at Thorin when they saw Gandalf's signal go up. Taking a deep breath, he followed after the dwarf and couldn't help but trust that in the end, Thorin would protect them.

They made their way into a splendidly carved wooden cabin with animal motifs decorating the great doors and curved archway that sat above it. Bilbo could recognize many of the wild things that lay on the outskirts of the Shire, but there were more beasts lining the pillars than the hobbit could ever possibly hope to know.

Thorin and Bilbo pushed into the doors to see the rest of the company and Gandalf sitting around a large wooden table, squished onto two benches that lined either side.

"So…" a voice came from near the roaring fire in the back of the room, "this is the hero of your story, I must say he is rather… smaller than I expected."

Bilbo's eyes snapped over to a large man covered in furs and leathers. His beard was cropped close to his chin and his hair pulled into a knot at the back of his head, though wild strands fell down to fram his face. What was most striking about the man, Bilbo thought with his mouth slightly agape, were the yellow tinged – almost animalistic – eyes that were set deep into his face.

"Yes, well…" Gandalf added quickly, "that is what makes his tale all the more impressive, my friend. That a creature so smallcould achieve so much is truly heroic, don't you think?"

Bilbo frowned at this, feeling righteously indignant. Surely Thorin wasn't thatsmall. Perhaps compared to a man he would be considered short, but he was still nowhere near the size of a hobbit.

"Thorin is a great warrior!" Bilbo shot in angrily, "there is nothing a man any size could do that he could not!"

Gandalf merely sighed at he hobbit and rolled his eyes, "I was referring to you, Bilbo Baggins."

The hobbit jumped in again angrily before Gandalf finished, "He is just as – wait, what?" Finally realizing what the wizard had said, Bilbo looked between Gandalf and their host, "me?"

Gandalf raised a bushy eyebrow and shot him a very pointed stare from underneath his hat, "Yes, you Bilbo Baggins. Unless I have been grievously misled, you are the only hobbit in our company."

"I – uh yes… well, carry on then, I suppose." Bilbo wasn't quite sure how to react. Gandalf's face said not to push the subject and Beorn was looking just as incredulous as the hobbit felt.

The pair of yellow eyes fixed themselves on Bilbo who could swear he started to feel the sweat begin to trickle down his neck as he adjusted his collar nervously. There was something about this man that felt… well, that he wasn't quite just a man.

"Either he is the most modest hero I have ever met or you are the most pretentious wizard." Beorn stood up from leaning against the wall to his full, and extremely impressive, height and Bilbo couldn't help but gulp nervously.

Thorin, who was still standing but a few feet from the hobbit seemed to sense his distress and moved in front of Bilbo while aiming a rather furious scowl at Beorn. The man just snorted looking nowhere near as intimidated as he shouldhave given he was on the receiving end of the Durin glare.

"You mean me to believe this," Beorn made a vague gesture at Bilbo who was beginning to feel less nervous and more peeved that a person who he hadn't even so much as been introduced to was treating him like – like some sort of helpless infant!

"Took on apack of wargs. He can't even speak to me without hiding behind his pet," Beorn sneered at Thorin whose face grew even more thunderous. The dwarf looked about ready to draw his sword when Bilbo had just about enough with this impossibly rude man!

'I don't care if Gandalf says we need to stay here!' Bilbo thought furiously to himself as he placed a hand on Thorin's shoulder before placing himself once again in front of the dwarf, 'he will not speak to us like we are nothing more than dirt!'

The hobbit placed a hand on his hip and fixed Beorn with his most impressive Baggins' glare, "I will have you know, Master Beorn, that while I may be small, I am not helpless! I will not stand by while you insult this company with your ignorance. If you – If you do not apologize to Thorin, I will show you just how – just how not helpless I can be!" Bilbo finished with a huff before adding quietly, "… and he is not my pet."

The dwarves all looked to be caught between a mix of surprise at their burglar's outburst and wanting to vacate the premise as soon as possible. Fili and Kili shared a shocked glance as they gaped at the hobbit.

There were several moments of tense silence while Bilbo quietly contemplated how many times in the last few weeks his blasted mouth had almost gotten him killed. The hobbit kept his arms crossed and his face stern, but couldn't help imagining the numerous ways in which a man of Beorn's size and strength could make him… uh, regret his little outburst.

Beorn's face was impassive as he seemed to consider the hobbit before he let out a bark of a laugh, "And now, Master Baggins, I am slightly more inclined to believe your tale. You have much spirit for such a small being. I respect that."

The massive man moved forward until he was about a foot from Bilbo. Up close, the hobbit could see the numerous scars that covered his arms and hands. Bilbo could feel Thorin tense slightly behind him, but Beorn simply stuck out a gigantic hand.

Bilbo looked confused between the hand and Beorn's inscrutable yellow eyes. 'Well its not in the shape of a fist at least,' the hobbit thought still feeling perplexed but at the same time relieved the hand had stopped before it made contact with his rather vulnerable fleshy bits.

Fili let out a small cough from the table, "I believe the next step is for you to shake, Master Baggins."

Bilbo glanced at Fili with a start realizing he was being rather rude, "I – uh, yes of course." Using his two smaller hands to grasp around Beorn's much larger one, the hobbit tentatively shook.

Beorn gave another short, amused laugh before clapping Bilbo on the shoulder. The hobbit couldn't help but fall forward slightly at the impact, but his pack was quickly caught by one of Thorin's fists as he hauled Bilbo back up.

Shooting the dwarf a grateful smile, Bilbo looked back to their host quickly as Beorn addressed Gandalf once again, "I believe there is some truth to your tale, wizard. If wargs are on these borders again, I must go see for myself."

The man moved towards the door of his cabin before turning back to face them again, "I will be back in two days, you are welcome to rest here before you continue on."

Gandalf gave Beorn a relieved smile, "thank you, we are in your debt Master Beorn."

Giving them one last nod, the man walked out the door and if Bilbo hadn't been sleep deprived and hungry he might have sworn he saw the man drop to all fours and fur begin to spurting from his skin.

The hobbit turned and blinked his tired eyes a few times before looking back at the doorway but there was nothing but a garden and the field it hid greeting his sight. He must be far more exhausted than he thought if he was hallucinating.

Bilbo sighed as he rubbed his eyes before he felt an arm come across both shoulders. Looking up, he saw the grinning faces of Fili and Kili on either side of him.

"Well now, Master Boggins," Kili gave him a sly smile, "I thought for sure you were going to faint for a second."

Fili nodded in agreement with mock concern, "you did look a bit green, I must say."

The younger brother ruffled Bilbo's hair with delight, "and then you just told him off, like he was uncle or something! Brilliant! I think your share should be a bit more than one fourteenth given the work you're putting in!"

Fili joined quickly, "You make an excellent point, brother! Seeing as how Master Baggins is not only fulfilling his role as burglar, but also so very kindly defending our honor."

Kili sprung forward before turning to face them, his hands clasped together and his eyelashes batting, "My hero!" Kili made swooning noises as pretended to faint, "how could we ever possibly repay you?"

The blonde dwarf laughed at Bilbo's frown, a wicked grin spreading across his face, "I believe the hero usually gets a kiss from his damsel! Or, I suppose in this case, damsels."

Kili pretended to hide a blush behind the hand now fanning his face, "oh how silly of me, of course my hero deserves a kiss!" The dwarf puckered his slips making utterly grotesque slurping noises.

Bilbo couldn't help but let out an exasperated laugh, "if you two are the best damsels the dwarves can offer, I can assure you your gratitude is absolutely all that is necessary."

Fili and Kili let out mock gasps as they shot the hobbit affronted glares, "I believe, dear brother, that Master Baggins thinks we are not fair enough for him!"

Kili clutched his heart as he let out a despairing wail, "oh woe is me! Master Boggins thinks us ugly! Uncle, uncle!" the younger dwarf turned to Thorin, "our hobbit just said that your nephews, your very own flesh and blood were not the very picture of beauty!"

Fili nodded covering his eyes with an exaggerated sob, "you cannot possibly let this slight against our house go unanswered!"

Thorin simply looked at the three of them before letting out an exasperated snort, "I can hardly fault Master Baggins for not finding you two dolts to his taste. Now go get some rest before I am forced to separate you."

Fili and Kili let out twin laughs as their uncle moved away to speak to Gandalf. "Come now, Master Boggins, you heard him! Mustn't get on uncles bad side this late at night!"

The cabin had one massive bed in a far corner that Bilbo could only assume belonged to their host. The table took up the area opposite to the door, but near the fire there was a great open space with many fine furs laid down on the floor.

The hobbit eyed them with greedy anticipation, feeling practically giddy at the thought of getting a warm and safe rest for the first time since Rivendell.

Bilbo and the two dwarf brothers made their way over to an area near the still merry fire and gathered some of the better furs to them before the rest of the company could claim them.

Setting down his pack, Bilbo removed his blanket and sat down on a fur with a groan of satisfaction. Fili and Kili plopped down on either side of him after removing their plethora of pointy objects.

The hobbit raised an eyebrow at them. He wasn't unused to sleeping next to the two, but that was usually only when the weather made it near impossible for Bilbo to rest.

"I don't mind but… wouldn't you rather, uh… I don't know, have your own space while we can?"

Fili's smile turned slightly somber as he looked at the hobbit, "the last time we let you sleep alone you tried to leave, Master Baggins."

Bilbo felt his stomach twist with guilt. He had been sure the rest of the company was asleep! The hobbit couldn't bring himself to look at Fili, fearing the expression on the dwarf's face, "So you, uh… heard that, did you?"

Kili gently placed a hand on Bilbo's shoulder, "It's not like we don't understand why you wanted to leave, Master Boggins. This life is hard, we know that. But that doesn't mean we're going to let you go so easily now."

Feeling a sudden urge to apologize, the hobbit couldn't help try and assuage some of the guilt he felt. "I was just so – just so… scared! And frustrated and I felt alone." Bilbo sighed not feeling any of the guilt subside.

"I know now that I wasn't. You both have been far better to me than I deserve, especially after the things I said." Bilbo glanced up to the two brothers and couldn't help but feel the small shameful swell of hope in his chest that his friends would forgive him even if they shouldn't.

"I should not have despaired, I am sorry, truly."

The two dwarves looked at each other then back at Bilbo as they broke into bright grins, "There's nothing to forgive, Master Baggins. You have proven yourself more times than you know, it is an honor to call you our friend."

Kili clapped the hobbit on his shoulder, "You saved my life, Master Boggins! And uncle's! You are a true friend of Durin no matter what, so wipe that frown of your face and trouble your heart no further!"

Bilbo felt suddenly light at that moment, as if he had been dragging about a heavy weight and just then realized that if he simply let go, it would burden him no further. Beaming at the two dwarves, he couldn't quite believe that he could be so lucky as to have made friends as kind and true as these.

"Thank you. Both of you. I don't know what I'd do without you two." Bilbo grinned at them. Fili laughed and shoved the hobbit playfully, "alright, enough serious talk for tonight, I'm positively exhausted!"

They laid down above the soft furs that covered Beorn's floor and under Bilbo's blanket. Huddled close together even though it wasn't cold, Bilbo felt a sense of peaceful happiness wash over him as he listened to the slow breathing on either side of him. At that moment, if anyone had asked him if leaving Bag End and going on an adventure that had almost killed him a dozen times over already was worth it; the hobbit would have simply laughed and said "of course."


Bilbo woke the next morning with a stretch finally feeling well rested. Rubbing his eyes blearily, the hobbit sat up and looked around. To his surprise he was the only one left in the circle of furs that the company had rested upon the night before.

Looking over to the rest of the cabin, Bilbo could see that the sun was indeed quite high up. 'It must be atleast noon!' he thought as he scrambled up.

"Well look who finally decided to grace us with his presence!" came a friendly voice from over by the fire. Bilbo looked over to see Bofur and Ori sitting next to a large skillet that rested just above the flames, a most delectable sent wafting from it.

Bilbo smiled as he walked over to the two, "what're you two cooking? It smells delicious!" Ori let out a small laugh as he put his pencil down from where he had been scribbling previously, "oh I'm not allowed to touch anything near the fire anymore! But Master Bofur here has been making sausages and eggs, would you like some Master Baggins?"

Bilbo looked at the young dwarf skeptically, "you're not… allowed?" Ori gave him a bright smile, "Nope! On our way to the Shire I was in charge of cooking one night and I accidentally ended up setting fire to half the camp, so Dori thought it best that I… perhaps take an extendedbreakfrom cooking duty."

Bofur let out a laugh as he put a heaping portion of food onto another plate, "An' quite right he is too, Master Ori. Mean no offense, but I do rather like bein' more than a dwarf crisp."

"How did you manage to set fire to half the camp?" Bilbo wasn't sure he wanted to know the details but there was something oddly impressive about Ori's apparent talents with combustion.

Ori chewed absently on a smudged finger as he reminisced, "well… truth be told I, um – I was reading a truly fascinating account on one of our ancestor's travels and… Well, I supposed it slipped my mind that I was supposed to be cooking. It all happened rather quickly…"

The hobbit couldn't help but let out a small laugh as he took the plate and dug in greedily. "Anyway, I wasn't ever much good at it, so I suppose its all for the best now that we have you two and Master Bombur here to cook."

Bofur sat down next to Bilbo with a plate of his own, "Ain't nothin' to it, Master Ori, I'm sure you could learn if you tried. Bilbo here couldn't even start his own fire when we began! With that big brain o' yours, I'm sure it'd take no time at all!"

Bofur gave Ori a kind smile before starting to shovel the food into his mouth rather unceremoniously. They ate in a friendly silence for a few moments before Bofur suddenly looked at Bilbo, "Oh! Master Baggins I was almost forgettin', Master Thorin told me to tell ya to go see him once you were up!"

Bilbo, who had been chewing a sausage, spluttered a bit as Bofur clapped him several times on the back, "he what?"

The dwarf chuckled, "Nothin' too serious, I don' think my fine hobbit friend, but I wouldn't be keepin' him too long. Master Thorin isn't known for his patience."

The hobbit shoved the rest of his food into his mouth, chewing vigorously. Thorin had never requested his presence before so it had to be, well, serious. Bilbo frowned as he contemplated what the dwarf would need from him while in the relative safety of Beorn's cabin.

"Thank you for breakfast, Mister Bofur! Any idea where I can find our esteemed leader?" Bilbo handed his plate back to Bofur with a warm smile.

"Hm, last I was seein' him, Master Thorin and Master Dwalin were out on the porch, I'm thinkin' you would do best startin' there."

The hobbit nodded at the two dwarves before making his way to the door. The day looked to be bright and sunny, though now that he saw the sky, he guessed it was already sometime in the late afternoon.

Bilbo didn't need to look long as he saw Thorin and Dwalin sitting in two of the beautifully carved chairs that sat on the porch. The two older dwarves were watching what appeared to be Fili and Kili engaging in a rather spirited wrestling match over who had better hair.

Shaking his head with exasperation at the sight of the brothers, the hobbit came to stand next to the chair Thorin was sitting in. Glancing sideways at the dwarf, Bilbo could tell their leader was leaning forward to keep the weight off his injured back.

"Bofur said you needed to talk to me?" Bilbo started hesitantly debating whether or not to tell Thorin he needed his wounds inspected.

The dwarf looked back at Bilbo with his usual impassive face, "Ah Master Baggins, you're finally up." The hobbit just shrugged, "well you know me, can't help but take in the comforts of safety while they're available." Dwalin snorted, still looking at the brothers trying to place elbows into each other's sides.

"It has…" Thorin began, gingerly crossing his arms, "come to my attention that while you do indeed own a sword, you are woefully untrained in how to use it."

Bilbo gave him a sniff before muttering "you didn't seem to mind when I was saving you with my woefully untrainedsword." The dwarf was right, of course. Bilbo would normally be the first to admit he referred to the blade as the 'pointy bit' and was more likely to take off his own nose than land a hit; but there was something irritatingly pushyabout the way Thorin talked to him.

Thorin sighed, "Be that as it may, I doubt we will reach our goal without having to draw our swords again. I have decided that you will be trained."

Bilbo let out a laugh, "Uh, yes, well now that is amusing and all, but I would much prefer to stay out of the fighting from now on, thank you very much."

The dwarf scowled at him, clearly not at all impressed with Bilbo's argument, "And what if the fighting comes to you, hm? What if none of us can get to you in time to protect you, what then Master Baggins?"

"I will…" Bilbo stuttered, trying to think of a way out, but knowing deep down that Thorin was right. "I will – oh fine! I can see there is no talking you out of this farce."

The dwarf nodded with a self-satisfied smirk that made Bilbo want to argue more, even if it was fruitless. "Good. I would train you myself but Dwalin –" the dwarf in question grunted, "tells me it would be counterproductive in healing my injuries."

Bilbo felt his eyebrows draw together, 'if not Thorin, then who?' he thought puzzled, 'perhaps Fili or Kili, I'm sure they wouldn't mind…"

"Dwalin will train you." Bilbo was shocked out of his reverie, "What? But – but surely, um, Fili or Kili would… would…" Dwalin looked out of narrowed eyes towards the hobbit who couldn't help but gulp nervously.

It wasn't that Bilbo didn't like Dwalin. It was just he had never really even talked with him since the night in Bag End. The dwarf always seemed to be either hitting something with his massive axes or busy looking intimidating behind Thorin. Plus, he had seen those arms lift mighty stones and weapons alike, and Bilbo couldn't imagine he would get through a training session without being horrible bruised.

"Dwalin trained myself and my nephews, you are in very competent hands, Master Baggins," Thorin adjusted himself slowly, "though I suggest you start now, we are losing daylight."

The bulky dwarf stood up to his full height, taller than even Thorin, and grunted at Bilbo to follow him into the clearing in front of the porch and next to the garden. "Call us when dinner is ready," Dwalin added to Thorin over his shoulder.

Fili and Kili stopped their grappling to see the two newcomers in their area. "Ooh, Master Boggins! Are you finallygetting some training?" Kili tried to give the hobbit a smug smirk, but the dirt smudged across his nose and face sort of ruined the effect.

Fili laughed with his brother as they stood up, attempting to brush the dirt off each other, "Now this is an interesting development! Who will have to protect in battle if our dear hobbit is a master swordsman?" the blonde dwarf shot Bilbo a mock pout.

The hobbit sighed, "I don't think I could be a master with any amount of training." Dwalin crossed to the edge of the clearing and snapped two branches from a nearby tree. He walked back to Bilbo and held out one of the pieces.

"Worry not, Master Baggins!" Fili said brightly, "Dwalin here trained both of us when uncle was busy, there's no better teacher in all the kingdoms."

Fili and Kili made their way to a pair of rocks sitting on the side of the clearing and sat down to watch. Bilbo looked nervously from Dwalin, who was still holding out the sick to him, to the matching grins on the brothers' faces.

"I, uh, really don't think this is a good idea…"

Dwalin raised his eyebrows, "Thorin says you'll be needin' training, lad, so training is what you'll get. Now take the twig so we can get a move on."

Bilbo reached out hesitantly before snapping his hand back, "No, no, what if I – what if I take my eye out?" he anxiously shuffled back a few steps, "what if I take your eye out?"

The dwarf merely sighed, "Lad, if you even manage to land a hit let alone draw blood I will eat my own axe. Take the stick."

The hobbit raised his hand to grab the piece of wood, felling utterly resigned that the next few hours of his life would be filled with no small measure of embarrassment and pain.

"You'll be fine, my friend!" Fili called out before his brother joined in, "Yes Master Boggins, show us how it's done in the Shire!" Bilbo shot them a glare as he gingerly held the branch in both hands, planting his feet in what he thought what a sturdy position.

Dwalin backed up a few paces, holding his own branch with one hand, "Alright lad, now's the time. Come at me."

The hobbit looked up wide eyed at Dwalin, "What? Now? Aren't you going to, I don't know, show me how to do it before I start hittingthings?"

The dwarf let out a short, booming laugh; "Best way to learn is to do, lad. I saw you take down that orc on the hill, come at me like you did the wretch."

Bilbo couldn't help but feel a little annoyed, these were completely different situations. For starters, the only thing in danger here was his pride. 'Alright then, if he wants to get hit then so help me, I will give him a damn good thrashing!" the hobbit thought, utterly disgruntled at Dwalin's lack of real instruction.

Gripping the stick tightly and squaring his shoulders, Bilbo took a deep breath before running as fast as he could towards the dwarf. There might have been a moment in which the hobbit closed his eyes right before he raised his stick to strike the dwarf, but Bilbo would never admit to making such an amateur mistake.

There was a flurry of movement as Bilbo brought the stick down in an arc. One second he was running the next he was on his back, blinking stunned at the now red tinged sky.

The hobbit felt him self be pulled up to his feet as he heard whistles and whoops from his unwanted audience. "Not bad, for a hobbit." Dwalin grunted, "though next time, don't close your eyes, lad. That's a sure way to get yourself killed quick."

"I, uh – thanks? I suppose…" Bilbo still wasn't really sure what had happened, but no one was laughing so it couldn't have been that atrocious. Dwalin backed away from him, resuming his same pose, "Again."

They continued like this for what felt like hours to the hobbit. Fili and Kili left to go hunt after the sun had started to set, but Dwalin had Bilbo coming at him again and again.

Although he felt bruised and tired, Bilbo couldn't help but feel a bit hopeful that he was improving. Slowly, but at least now he wasn't getting knocked to the ground every time he ran at the dwarf.

Dwalin had even nodded his approval at some of Bilbo's strikes after a few hours. The sun had set now, but the clearing was lit by the merry fire coming from inside the cabin. The night was clear and relatively warm for autumn, and the stars were blinking brightly from above them.

Bilbo let out a small groan as he rolled the shoulder that had just been thoroughly thwacked by one of Dwalin's strikes before the dwarf spoke up, "I think that's enough for today, lad. We'll keep practicing when time allows."

The hobbit couldn't help but let out a sigh of relief before giving Dwalin a smile, "I must say I was rather nervous when we began, but I'd like to thank you Mister Dwalin, I feel much better about this whole fighting business now."

The dwarf laughed as he grabbed a flask from inside his shirts and took a deep swig, "Don't be getting' too confident, lad. These are only sticks, not the real thing." He held out the flask to the hobbit who looked at it skeptically.

"It's considered a grievous offense to refuse a drink offered." Dwalin looked at him straight-faced and Bilbo couldn't tell if he was joking or not. There was a moment of silence where neither of them moved before Bilbo reached out and took the flask. He didn't want to seem rude after all, not since the dwarf had taken time out of his day to train him.

Bilbo gave the flask an experimental sniff and couldn't help but pull his head back at the strong sent wafting from it. "What – what isit?" Dwalin raised an eyebrow, "My special brew, now drink before I decided to be offended."

Bilbo tentatively raised the opening to his lips and with a deep breath, tilted it back and took a deep drink. For a moment Bilbo thought his mouth and throat were either on fire or in the extremely uncomfortable process of being dissolved. The hobbit couldn't help but let out a few wrenching coughs as he gave the flask back to Dwalin who was laughing at the sight.

"Can't hold you liquor, I thought so. Come here, lad, sit down it'll pass in a second and you'll be light as a feather." Dwalin led him over to the rocks where Fili and Kili had been sitting earlier and they each leaned against one of them while resting on the grass.

Still coughing slightly, Bilbo pounded on his chest, "What sort of poison did you put in there?" Dwalin smirked at him before taking another pull, "That's for me to know, lad. Like I said, it's a special brew."

Bilbo sat there for a few moments collecting himself before he felt a warms spread from his chest to his toes. "Wha—I feel so – so light!" the hobbit marveled as he wiggled his fingers front of his face, though the movement seemed slow to his eyes.

Dwalin laughed as he looked at the hobbit's amazed face, "it'll do that. Have another." Slightly more prepared this time, Bilbo only flinched as the liquid went down.

They sat together, passing the flask and gazing at the stars. Bilbo, feeling impossibly like he was floating, looked up at the now dancing lights and couldn't help but gaze in wonder at their beauty.

"I wanted to thank you, lad." Dwalin spoke as he leaned back, also gazing up at the night sky. Bilbo felt sluggish as he processed the words, "Wha – what? What do you have to thank me for? I should be – I should be thanking you!" Bilbo wasn't quite slurring, but there was more of an easy lilt to his speech.

Dwalin raised an amused eyebrow at the hobbit as he spoke but his face grew more serious, "for saving Thorin. I should been there first." The dwarf's face grew tight, "if you hadn't gotten there in time, lad…"

Bilbo looked at the dwarf closely for a few moments, "you care about him a lot, don't you? How long have you two know each other?"

Dwalin took another drink before looking back up towards the sky, "I've known Thorin since he was born. My brother served Thrór when he was King under the Mountain. I supposed I was a… guardian of a sort. It's hard to define."

Bilbo raised his eyebrows as he tried to focus his eyes on the dwarf, "a – a guardian? But you can't be that much older than Thorin…"

Dwalin shrugged, "About thirty years or so, not that much by dwarf standards. It is tradition for a prince to have someone to watch over his safety and training."

"So you were like his – his teacher?" Bilbo asked feeling curious and excited to learn something new about the mysterious culture.

"In a way… The role is much deeper than that. My duty was to teach him not about hittin' things, but also of friendship and duty."

"I was to be someone Thorin could trust implicitly, someone that would be ready to die for his sake. It is a position I cherish, lad, for I have not met a dwarf more honorable than he."

Bilbo smiled at Dwalin as he spoke, the hobbit heard the gruff affection in the dwarf's voice and it was obvious to anyone who looked just how much he cared about their leader.

Feeling a bit more than tipsy now, Bilbo couldn't help but ask a question that had been burning in the back of his mind now that Dwalin was actually speaking to him.

"So… is it traditional for dwarves to have those marks?" Bilbo made a gesture to Dwalin's head, "It's just… well, in the Shire, I don't think I've ever seen a hobbit with any."

The dwarf raised an eyebrow at Bilbo who had sort of slumped closer in a bit of a stupor, "Now that is a very personal question, Master Baggins."

The hobbit flailed his hands as his eyes widened, "Oh no, no, I didn't mean anything by it! I was just… curious… Sorry."

Dwalin let out a short laugh, "you saved Thorin's life, lad. You can ask me anything you wish. Though I wouldn't suggest doing it to just any dwarf you meet, might get a nice axe to the face if you don't know them well enough."

Bilbo nodded vigorously in agreement, "Of — of course, I'll be more careful in the future…"

Dwalin chuckled as he took another drink, "There are mainly two kinds of markings among dwarves. The first are family symbols, you'll find those mainly among the nobility or higher bred dwarves that care about such things. I suppose you could talk to Thorin, but I'm not sure he'd be willing to show."

Bilbo felt his eyes widen slightly before the dwarf continued, "the other kind is meant to… remind us of significant events or battles. You'll be more likely to find these," He made a sweeping gesture at his body, "on those who have seen war."

The hobbit looked more closely at Dwalin's head, "And those... What are those for?" Bilbo quickly added an "if you don't mind," hoping he wasn't accidentally offending the dwarf.

Dwalin's face went blank, "they are for… a woman I once knew. One of the bravest dwarves I ever fought with." The hobbit saw the tension in his companions face and knew the time for questions was over.

To his surprise, however, Dwalin continued with a sigh as he drained the rest of the flask. "You've heard of Dís, have you? Thorin's sister, mother to the two brats."

Bilbo nodded, "A bit… Fili spoke with me about her some. She sounds like a very… intimidating dwarf."

Dwalin let out a loud laugh, "That's certainly one way of putting it, lad. She's got the temper of a dragon that one, but she'd tear down all of this earth stone by stone to protect her family."

There was a brief silence before Dwalin continued quietly, "I… loved her once, an age ago."

Bilbo felt his eyes widen, shocked that the dwarf was sharing so much with him, but as his vision swam, he felt that maybe the brew was affecting the dwarf a bit more than he led on.

"She was… is one of the most beautiful dwarves in all the Blue Mountains. Though she would probably knife me for saying so," Dwalin chuckled with a grin, "She had a shield-maiden, Bragi, who used to trail her everywhere she went. Them two used to spend nearly all day with Thorin and me."

"Dís didn't want to get left out on anything Thorin was doing, so the four of us spent many years wandering the great halls of Erebor. She used to get Thorin into so much trouble," the dwarf spoke with a small smile on his face, "I think he started perfecting that mighty scowl of his when Dís was born."

Bilbo couldn't help but smile at the dwarf but it quickly fell as he remembered that Dwalin was, in fact, not the father of Fili and Kili.

"I thought she might have felt the same way for many years… But I was young and stupid and never did anything about it. I waited too long and that golden dwarf came out of bloody nowhere and stole her heart."

The hobbit reached out a hand and tried to pat Dwalin on the arm, his swimming vision not making it easy. "Couldn't talk to her for weeks after she announced her betrothal. I think a few walls remember my fist well enough anyway."

Bilbo felt suddenly sorry for the dwarf, he had never lost a love but he couldn't imagine it felt anything but painful, "Did… did Thorin ever know? About how you felt."

Dwalin let out another short laugh, "Thorin? No, I don't think he would notice anything of that nature even if it were hitting him in the face. He had his own… well, lets just say I wasn't the only love sick dwarf in our little group. Bragi couldn't take her eyes off Thorin if he was in the room and wouldn't shut up about him when he wasn't."

Bilbo let out a little laugh, though he found it hard to feel anything in that moment but sad, "Did Bragi get to tell Thorin at least?"

Dwalin shook his head sadly, "Nay, she… she died before she got the chance. Not sure what would have come of it anyway, I don't think Thorin ever really took that much notice of her in that way."

"When Thrór announced he was going to Moria, of course Thorin and I went with him. I tried to convince Bragi to stay behind with Dís, but I don't think she could bear the thought of Thorin going to battle without standing by his side."

Dwalin had a sad, small smile on his face as he remembered the distant past and looked at even more distant stars, "I should have made her stay but I… I knew how better than most how she felt so I held my tongue."

The dwarf let out a great sigh but continued with his story, "we all got separated once the battle started. There were too many orcs and so few of us, it was miracle any made it out alive that day. The sheer carnage, lad… Be grateful you've never experienced war."

"I got separated from Thorin and Bragi only a few hours in. I tried to fight my way back to them but…" Dwalin shook the flask wistfully as if he hoped there was just a bit more left. "She was surround by a whole group of orcs. Bragi was one of the fiercest fighters I'd ever met, she could do things with an axe that would have even the most seasoned fighters pissin' themselves."

"I saw her run to help Thorin, shouting at him to go to Thrór, telling him she'd hold them off… By the time I reached her she'd been already hit by five arrows, had one right to the neck," the dwarf gestured to the vein on the side of his throat, "Not even Bragi could come back from that."

As Bilbo sat next to the Dwalin, looking up at the immensity of the stars he couldn't help but wonder if all the pain and suffering the dwarves had endured had been worth it; if Dwalin ever thought back on all his scars and thought they were sacrifice he would make again.

"I held her as she died. I felt her blood run down my arms. The last thing she did before she died was look at Thorin and smile. I think I…" Dwalin spoke slowly, "I think I knew in that moment I could have loved her."

Bilbo felt his heart clench with sadness as he looked at his companion. "But we each had our own Durin to pine after and never enough time to realize they would never love us back."

"Each of these," the dwarf pointed to the five marks that lined his head, "is for one of the arrows that killed Bragi. They are meant to remind me to act. To remind me that loyalty and love are the highest qualities to be found among friends. To remind me that time is not a kind mistress."

Dwalin looked down from the stars to Bilbo, "But most of all they are to remind me of her." The hobbit, embolden by the liquid courage running though him, turned on his knees toward the dwarf and gave him a quick, fierce hug.

Dwalin looked utterly perplexed, clearly not used to or expecting hobbit hugs, but awkwardly patted Bilbo's back nonetheless, "Alright there, lad, that's enough with the touching tonight."

Bilbo pulled back with a smile, "For what its worth, Mister Dwalin, I think Bragi would be very proud of the dwarf you are now. I hope you find much happiness when we take back Erebor."

A shout came from inside the house, calling them into dinner as merry singing wafted out towards them. Dwalin stood up and pulled a still tipsy Bilbo with him. "C'mon, Lad. All this feeling talk is making me want to hurl."

The hobbit laughed as the two of them walked into the cabin where the rest of the company was laughing and singing around the fire. Even Thorin had a small smile on his face.

"Well look who it is! Master Boggins joins us at last!" Kili practically bounced over to Bilbo before shoving a plate full of food into his hands. The hobbit dug in quickly, not quite realizing how hungry the day's training had left him.

The group had a long dinner and told many stories around the fire until Thorin told them they should probably get to bed if they were to be on the road the next day. There was a collective groan at their leader bringing down the mood again, but the company shuffled back to their furs.

Bilbo was about to join Fili and Kili who had both already laid down, when Gandalf called him back to the fire and away from the group.

"Bilbo, a word."

The hobbit looked quizzically at Gandalf but made his way over just the same. "What is it?" Bilbo asked curiously as he reached where the wizard stood next to he glowing embers.

"I have a matter of great importance that I can trust to no one else," Gandalf began as he reached into the satchel that sat on his hip. The wizard pulled out a small enveloped and held it out to Bilbo.

"This," he shook the letter in his hand, "has something of great value and importance to Thorin inside. An heirloom of his family that I was given by his father along with the key and map."

Bilbo took the envelope gingerly, not expecting the slight weight and bulge in the paper, "if it's Thorin's heirloom, why are you giving it to me?"

The wizard straightened out again, "Because he is not yet ready to have it. If it were my decision I would never even let him see it, let alone posses it, but I am bound by promise."

"I have written instructions to Thorin inside, but I must ask you for one last favor Bilbo Baggins." Gandalf looked at him with heavy severity, "you must do everything in your power to keep him from putting it on. I fear what would become of him should he do so. I will leave it up to your discretion when to give it to him, but I caution you to do so with much care."

Bilbo looked warily at the envelope in his hand, feeling very uneasy about holding something that sounded so dangerous. "Alright…" Bilbo started anxiously, "but why me?"

Gandalf let out a booming laugh, "oh my dear Bilbo, because it must be you. Thorin will not listen to me, but he respects you my friend; he sees you as an equal now. You hold great power in this company, whether you realize it or not."

Stuffing the envelope into his pocket, Bilbo looked up at the wizard, "Well if you say so… I will try my best."

Gandalf rested a hand on his shoulder, "that is all I ask, my friend. Now go get some sleep, I fear the brothers can no longer rest without your presence. Good night, Bilbo Baggins."

The hobbit nodded with a smile to the wizard, "good night." And with that he walked over to Fili and Kili, finally ready to rest his weary arms and legs. Bilbo felt bone tired but as he snuggled into the furs in between the steady breathing of the two dwarves, he felt a wash of contentment and couldn't help but marvel again at all the truly extraordinary friends he'd made so far, and, with any luck, would make soon.