Dwalin rose before sunlight the next day, a restlessness upon him. He knew this feeling of old: it had always prompted him to head out adventuring. But now adventuring wasn't an option.

He went through his morning exercises, wishing the room were big enough to swing an axe properly. The long practice room for the guards in Erebor wasn't a place he'd ever thought he'd miss, but he would give a lot to be back there now, sparring with Bifur and the other bodymen.

That was an idea, though: there was a city watch here in Ered Luin, and they must train somewhere. Perhaps they'd let him join them.

Dwalin smiled suddenly. Of course they'd let him join them. They wouldn't dare say no.

"Y-yes, of course, my lord," the captain on duty stuttered when Dwalin stomped in carrying Grasper and Keeper. "We would be happy to have your expertise." Dwalin did not correct the "my lord," and he spend an enjoyable two hours roundly trouncing the less prudent members of the city watch.

The marketplace in Ered Luin was grander than the one in Dale, Bofur had to admit. If the goods were not as rich, they were more varied. Ered Luin still had a large population of Men, and relations with the Elves at the Grey Havens were not as strained as Erebor's were with the Greenwood.

Bofur loved it, traipsing from stall to stall, looking at new things with the energy and attention span of a dwarfling. One moment he was delighting in the cunning clockwork brought from far to the East; the next he was inspecting expertly-crafted toys and dolls made by an old friend of Bifur's.

Dwalin followed at a more sedate pace, taking his time over the tables of weapons. He was deep in conversation with a metalmaster when Bofur joined them. Dwalin certainly had an eye for metalsmithing, Bofur noted; this was the best work in the market. If it wasn't as fancy as it would be in Erebor – if the handles were not inlaid with gold and precious stones – the daggers and swords and axes were still beautiful in their simplicity.

Bofur trailed envious fingers over a selection of knives, beautifully balanced. He had no use for such things, but that didn't mean he couldn't admire the craftsmanship.

Behind the knives, there stood a silver-plated box that reminded him disconcertingly of Elrond's box of surgical instruments. He flipped open the lip and gave a low whistle. It was the most beautiful set of woodcarving tools he'd ever seen, the blades tipped with mithril.

He picked up the adze and the chisel and inspected them closely, impressed. This was a master work, and few people in the world knew carving tools enough to appreciate it.

"How much?" he asked the metalmaster, thought he knew he couldn't justify the expense, not when he had a perfectly good set of tools at home in Erebor and hadn't made toys seriously for several years. He barely heard the answer, toying with the drawknife, testing its edge against his thumb. He grimaced when blood bloomed across his finger. These tools would not be friendly to amateurs.

When he realized he'd spent too long fondling the rasp lustfully, he reluctantly closed the box. "They're gorgeous," he told the metalmaster sincerely.

Dwalin was looking with similar appreciation at a set of long-handled knives, but he frowned at Bofur when the latter wandered away to inspect a linen-merchant's stall.

They joined up again an hour or so later when Bofur found his friend looking through the drawings at an ink-artist's stall. Dwalin paged through the book of etchings, brow furled.

"Is there any part of you left to ink?" Bofur teased.

"Aye," Dwalin said seriously, indicating his chest absentmindedly, his attention on the book. "I haven't decided what design I want, though." He paused on a drawing of crossed axes. "Thorin had something similar," he mused, "stylized in knotwork. I always admired it."

Bofur swallowed. He reached out to trace the design of the axes, feeling a sudden deep sadness.

Look at the two of us, both still hung up on old lovers, he thought. Because that's what Thorin was to Dwalin, for all they had never slept together.

What hope is there for us?

"Axes at your back and axes at your front; people will start to say you're stand-offish," he said, smiling, because fantasies were supposed to stay fantasies and he'd been the one to pull away from Dwalin's kiss. It was no use being melancholy, he reminded himself. Mahal knew he'd been exceptionally blessed by fate, and nothing good ever came of wanting more than could be given.

Dwalin was puzzled when Bofur left the metalmaster's table. His friend was one of the few people in Middle Earth who could appreciate the craftsmanship of the woodworking tools and also had the funds to purchase them. Though they had not brought much coin with them, they had a draft on Oin and Gloin's share of the Blue Mountains' silver mines, and could comfortably purchase the entire town of Ered Luin several times over should they wish to.

"Why mithril-tipped?" he asked the merchant. "Not much call for it for tools, and it's hard to come by." Mithril came from Moria; there had been no new mithril mined for almost a millennium.

The old man sighed. "Aye. I shall have to melt it down if the set doesn't sell soon. It was a commission. I'm fortunate that I asked for half up front; that at least covered the cost of the materials when the deal fell through."

Dwalin visited the leather-merchant's stall next. The axe-harness that had served him well for over a century needed some adjustment, now that he wasn't quite so thick through the chest. The straps chafed against skin used to being covered with a linen and steel corset. He didn't mind the pain, welcomed it for what it meant, but he was not such a fool as to continue to let his skin be rubbed raw when a minor repair would fix the problem.

His thoughts strayed back to Bofur. Clearly Ered Luin had not treated him kindly. Dwalin bit down on the helpless fury he'd felt at the revelation that Bofur had endured years without even enough to eat; there was nothing he could do to change the past. Bofur was normally so cheerful and quick to laugh that Dwalin had assumed his life before the quest was carefree and pleasant, but perhaps Bofur was that way because the alternative had been despair.

Dwalin stood still as the woman took his measurements and frowned over the axe-harness. He chewed his lip thoughtfully. He had thought that the change in Bofur's demeanor was because of him, but he was realizing that it had to do with this place, too.

Bofur was an expert at jollying Dwalin out of a bad mood. Over the past few years, Dwalin had even come to expect it, and to seek out his friend's company when he was feeling particularly frustrated with Dain or Balin. Maybe he could do the same now for Bofur. Maybe, if the sadness at the back of Bofur's eyes was not just of Dwalin's making, he could help his friend find his way back to his customary cheer.

Dwalin chose the tavern for the midday meal. It was a miners' tavern, but Bofur just gave an internal shrug; he couldn't avoid the miners forever.

Bofur was surprised to be greeted with shouts of welcome and a bit of "hail the conquering heroes." He recognized most of the lads, and they set him and Dwalin up with a round or three of drinks. The tavern was crowded and noisy: just the sort of place he had missed most in Erebor. Maybe some of these dwarves would return with them.

He watched Dwalin perk up a bit with ale and food, and was pleasantly jolted when his friend joined in the roar of laughter when a tipsy young dwarf took to dancing on the tables. Dwalin hadn't laughed since Bag End. Bofur felt a smile spread over his own face, and something relaxed inside him at long last.

At the urging of the miners, he brought out his flute and played a merry tune while more and more dwarves joined in a rousing song. Dwalin ordered a round of drinks for everyone – murmurs of awe and appreciation at this largesse shushed the crowd for a moment, and then everyone was downing their ale in the most spectacularly messy fashion.

For the first time, Bofur really felt like he'd returned home. Erebor was a much more sedate sort of place, dignified in its history. Aye, Thorin's company still made merry when they gathered together, but most of the taverns in Dale were owned by Men and looked askance at the rowdiness of dwarves. Also, though Bofur could be friendly with the men he supervised, they were not friends, not comrades-in-arms the way he had been with these dwarves here.

Bofur would have to convince an Ered Luin tavern-master to emigrate to Erebor. He mentioned the plan to Dwalin, who toasted the idea. "I'll ask our host if he's interested," the big dwarf rumbled. "Erebor needs a proper pub."

"Leed? He wouldn't go if you paid him," Bofur scoffed. He tipped his head in the direction of the scowling proprietor.

Dwalin grinned. "I could loom over him for awhile until he decided it was in his best interest?" he suggested, making a show of inspecting his knuckledusters.

That startled a laugh out of Bofur. Laughing and joking; that was unexpected. "You're in a good mood today." Dwalin had come back to the inn the night before pale and troubled. What had changed?

Dwalin shrugged. "Aye. About time, I'd say." His eyes twinkled. "You should come down to the city watch's training rooms tomorrow and help me hand them their collective arses again."

Bofur laughed.

"May I ask a question, my Lady?" Dwalin asked. He had just finished describing the troll hoard and the fabulous weaponry found there. He did not mention the "long term deposit." Now that he knew them better, he didn't hold it against Bofur and Nori – it was likely more gold than Bofur had ever seen in his life, and Nori was a thief through and through – but he still felt that Gloin should have had more dignity than to hoard a few coins when their quest would bring them a literal mountain of treasure.

"If you wish," Dis said, pouring him more tea.

Dwalin really couldn't stand tea. He half-suspected Dis knew it, too.

He frowned, and tried to think how to word his request. "It's about Bofur."

"Bofur?" Her voice held polite surprise.

"Clan Broadbeam," he said. "You met him the other night. He lived here in Ered Luin before the quest. Brother to Bombur – "

"Yes, I know Bofur," she interrupted. "He used to make toys for my boys when they were young. What is it you would ask?"

"Last night, there was some sort of meeting," Dwalin said slowly. "Every miner we met yesterday asked him if he'd be there."

"And did he go?" she asked. There was an edge of interest to her voice, but when he looked up her face was its usual expressionless mask.

"No, we stayed in last night."

Dis raised an eyebrow. "Go on."

Dwalin scowled. "Several people have said something about… troublemaking. But that doesn't sound like Bofur. He takes his mines very seriously."

"He took the mines here very seriously, too," Dis said. "Too seriously, some said."

"What do they mean, then, about troublemaking?"

She looked at him, her eyes searching. "Your friend Bofur, you know him well?"

"Yes, of course." Which was why it frustrated him that he had to ask Dis to explain this. For some reason, Bofur was avoiding the topic.

Dis pursed her lips. "Here in Ered Luin, Bofur was friend to everyone; I doubt that's changed in Erebor. He knew all the miners, even if only a little. Everyone liked Bofur, even the Council. Everyone trusted him."

"Yes, but what – " Dwalin began impatiently.

"Mining is dangerous work," Dis interrupted. "It often brings the miners into conflict with those who own the ore they mine. So you can see how it would be useful to have someone who everybody likes and trusts, when one side is trying to talk to the other."

"Aye, I suppose I can see that," Dwalin grumbled, still perplexed.

"The thing about Bofur," said Dis, warming to her subject, "is that he's really quite good at getting people to agree on things. The miners used to try and speak with the shareholders, but they could never agree on what they wanted. Some wanted better wages; some wanted the tunnels to be shored up to prevent cave-ins; some wanted the widows of those who died in the mines to be given a pension. But unless it was something very dangerous and very pressing, they could never speak with one voice."

"Bofur spoke for them?" Aye, he could see Bofur doing that.

"Yes. But he also got them to agree on what to bring to the shareholders and what not to. There were threats of strikes before, but the miners were never organized enough for it to be a real danger to the shareholders. Just by talking to people, getting them to trust him, Bofur changed that. He became a very powerful dwarf in Ered Luin, though I don't think he ever realized it."

"Powerful? But he was just a miner." How could Bofur be powerful if he couldn't even make enough money to feed his family?

Dis shrugged. "Just a miner, perhaps – but the shareholders knew that if he promised something, he would keep his word. He could get the miners to accept negotiations that weren't always in their favor, and he had to do it sometimes, in the lean years when we'd all starve if there wasn't enough ore mined. Half the Council loved him and half hated him." She gave a thin smile. "He drove your brother crazy. I'm not surprised he arranged for Bofur to have management of the mines in Erebor; it's the best way I can think of to keep him out of trouble."

Dis laughed at Dwalin's description of Radagast. It was a bitter laugh, but it took them both by surprise. She flashed a brittle smile and said, "I should have known all wizards are mad."

"Gandalf saved our hides half a dozen times," Dwalin protested, but privately he rather agreed with her.

"And how many of those times was he responsible for the danger you were in?" She had gone back to brooding, the moment of mirth vanished. "Thorin would never have gone on this mad quest if it weren't for your precious wizard."

"Yes, he would," Dwalin said. "We talked about it for years."

She looked at him sharply. "Then Thorin was mad, too."

Dwalin didn't say what they were both thinking: that madness ran in the House of Durin.

He could tell that she was proud when he told of Fili and Kili beating back the Orcs while the rest of the company escaped underground. When he spoke of their first glimpse of Rivendell, he waited for her to say something derogatory about Elves. Instead, she smiled wryly and said, "I'm surprised Thorin didn't march you all right out of there and back into the arms of the Orcs. He never could see sense when it came to the Elves."

"Sense?" Dwalin repeated. He'd have sworn the Line of Durin was united in their hatred.

"Elrond Halfelven offered our people aid after the fall of Erebor. My grandfather was too angry with Thranduil to accept."

This was news to Dwalin. "Did Thorin know that?"

"I doubt it. His rage blinded him to many potential allies." She was silent for a moment. "It galled him to know that he'd have done the same as Thranduil, in his place. No dwarf wants to admit that he wouldn't give his life cheerfully for a lost cause – but how many were willing to stand with Thorin for your quest?"

Dwalin scowled. He hated all the dwarves who had refused to stand with Thorin, and he hated Thranduil even more viscerally, having been subjected to his hospitality.

It occurred to him yet again that Dain was one of those who had refused to stand with Thorin, and the world lurched a little around him, the way it always did each time he remembered and had to put it out of his mind again.

Dis was watching him closely. "Your loyalty to Thorin does you credit," she said. "But there's no denying it was also foolhardy."

Dwalin did not want to think disloyal thoughts about his king, so instead he latched onto something she had said. "What aid could Lord Elrond have given? We would not have refused soldiers if they were offered, even from the Elves."

Dis shook her head. "No. He would not have risked his kin against the dragon. Elves have long memories, and many fell to the last dragon they tried to fight. He sent food and other supplies, but Thror sent the Elves back saying it was probably poisoned."

Dwalin felt sick. Hundreds, perhaps thousands of dwarves had died in their search for a new home. "How do you know this?"

"You don't believe me? Ask Balin. Dain isn't the first fool he's ever served."

Dwalin had been in the Iron Hills, still mostly a child, when Erebor fell. Everything he knew about that time came from the refugees – and from Balin's tales. Balin had never mentioned such a thing.

He wouldn't, not around Thorin.

"You have a very poor opinion of your family, my Lady," he said.

That surprised a bark of laughter from her. "You speak the truth," she agreed. "I have a rather poor family, when it comes to it." Her eyes flicked over him dismissively; Dwalin was included in her opinion of her family.

"Why am I here, then, Lady?" he asked bluntly, tiring of her barbs. "I will tell you of your sons. But why do you mention other matters when you hold me in such poor esteem?"

Something flickered behind her dark eyes. For the first time, Dwalin felt like Dis was actually looking at him.

The silence stretched out long, to a breaking point. Dwalin thought to excuse himself and take his leave, when Dis finally came to a decision and said, "I will not tell you my game, Fundinson. But I will tell you one of the cards I hold."

Again, he longed for Balin, who understood politics.

Dis rose and crossed to stand by the window again. She held herself regally, and her voice was cool. "Did you know," she said distantly, not looking at him, "that my mother was good friends with yours?"

Dwalin froze. Desperately, he tried to think back. His mother had died when Smaug came. Dis and Thorin's mother, what had become of her? He tried to remember.

"Your mother was lady-in-waiting to mine," Dis said, her voice still far away. "The princess helped deliver both of her children."

A stone settled in Dwalin's gut. Dis knew. This bitter woman held his secret, and could do anything with it. She was answerable to no one and had no loyalties left alive.

A thousand questions clamoured for answers, but in the end only one was important, and Dwalin couldn't help the desperation in his voice as he choked out,

"Did Thorin know?"