I do not own any of the characters or the Hobbit (just the AU storyline and my OC) those are the work of the esteemed and brilliant John Ronald Reuel Tolkien, and without his genius, this and many other fan fics would not be in existence.

Please review! I love getting them-they keep me encouraged J

Cerulean eyes gazed at the wooden bird in childlike wonder for a few moments, the young dwarf not speaking a word.

An absolutely exhausted Thorin watched his nephew with baited breath, wondering if he remembered what had happened, and prepared to hold him down again if he so much as attempted to sit up. The silence was almost deafening after Bifur had finished his story, the old toymaker's gaze also fixed on the young heir. His eyes beheld a rare clarity, indicating that he was fully aware of what was going on.

Tired blue eyes intently searched the injured young dwarf's face, the dwarf king's gaze so focused that a sudden loud groan from the young heir caused him to visibly start, gasping in pain as the movement put pressure on his stitches. The young dwarf's eyes scrunched shut as his face twisted in pain as well, before a nearly inaudible whisper passed his cracked lips.

"Wh-where am I?" Fili croaked, the blond dwarf's brow furrowing in confusion as Bifur tucked the toy eagle back into his tunic. Thorin looked up at the toymaker.

"Bifur, go get Gandalf and Oin," Thorin said quietly, before looking down at a confused Fili. One of the great eagles called out in the background, causing the young heir's eyes to widen in astonishment as the giant bird landed behind Thorin, another lamb in its talons. The young heir paled as he beheld the great animal, suddenly seeming very small and frightened to his uncle's eyes, and Thorin almost groaned as he remembered Fili's childhood fear of heights.

Apparently he still possesses that fear, the dwarf king thought to himself in surprise, having thought that the fear had long since passed.

XXX

By the time he was 4 years old, Fili had learned to climb, much to Thorin's (and Dis's) regret. The energetic toddler had been found anywhere from on top of the kitchen table to even the top of the fireplace mantle. When he managed to haul himself to the top shelf in their pantry, Dis had begged her brother to take him outside their halls in Ered Luin so he could run off his much needed energy, especially as she grew more and more tired due to the new babe that was growing inside her.

His father had taken extra work in the forge when she found out she was expecting another child, their growing family needing the extra coin. After hearing of the pantry incident, he too begged Thorin to take Fili out for a while, if only to give his incredibly exhausted wife some respite. The young toddler was loathe to leave his mother and the babe she carried, but when Thorin mentioned the rare treat of being able to go play outside, and that he would be spending all afternoon with the wee lad, the lad instantly changed his mind.

The pair could not get outside fast enough, at least not according to Fili. Thorin was forced to carry the squirming toddler out of fear of losing the quick lad in the marketplace, as the large gate was beyond the bustling crowds.

Once they were outside, Fili gazed around in wonder, before his bluish green eyes landed on a nearby tree. Thorin, being the trained warrior he was, had been scanning the surrounding forest for any threats, and as such hadn't paid as good of attention to the lad as he should have. A cry of glee was the only warning the elder dwarf had, and the elder dwarf had whipped his head around to find the spry toddler already reaching for the lower branches of the tree.

By the time he reached the tall tree, Fili was already quite high up. One glance had told Thorin he was far too heavy for the slender branches, and as such he could only stand at the bottom of the tree and call up to the mischievous tot, who was just as determined that he didn't want to get down.

Thorin found himself pleading with the young boy for an hour, but Fili was blissfully content perched up atop the branches of the leafy tree, chattering away. Being still very young, every few words were gibberish, and even the ones that the young child knew were still easily missed if he spoke too quickly. Thorin often had relied on Dis for the translations, but as she was not present, he was left guessing at least half of what the small child said.

Thorin had to chuckle despite himself- the lad chattered endlessly about his new "baby brudder", and while everyone around him had informed him that the coming babe could just as well be a girl, the stubborn lad wouldn't have it any other way.

The child in Dis' abdomen was a boy in his mind, and for the sake of everyone's sanity, Dis had decided to just go along with it. Thorin only hoped he was right, and that the small lad wouldn't be disappointed if in fact the babe was a girl.

Fili had finally managed to be coaxed down from the tree, the young child yawning as it was nearing his naptime. However, his tiny foot had slipped on a patch of moss, and fear had gripped Thorin's heart as the child fell. His screams rang out in the dwarf king's ears, and, moving quicker than he had ever moved before, the dark haired dwarf managed to catch the frightened child.

As strong arms had wound about him, the trembling child had stopped screaming. Crying as his uncle cradled him close, Thorin had walked back into the halls named after himself, comforting the wee lad.

Ever since then, young Fili had been afraid of heights. Then, Kili had been born, and when he turned 3 years old and had really begun to walk and climb himself, Fili had cast aside his childhood fears, and had helped his adventurous younger brother out of all sorts of scrapes. He would climb into trees if Kili became stuck, and comfort his younger brother should he be afraid of the dark at night.

And to the eyes of everyone around him, especially his adoring younger sibling, Fili was fearless.

XXX

Now, as it became fairly obvious to the dwarf king that the young heir knew that eagles, and especially giant ones, didn't congregate in mountain valleys, Thorin felt that it might be better to be honest about their present location.

"We are in the eyrie of the giant eagles, lad," Thorin said gently, deliberately giving no indication of the circumstances surrounding their rescue by the great birds, and hoping that the lad would take the news calmly. The young dwarf nodded slowly, clearly not certain as to why they were in such a place, but accepting his answer. Blue-green eyes returned to his kin, a question in his eyes that Thorin knew all too well.

"U-uncle," Fili gasped, the effort of speaking after screaming until he was hoarse and being unconscious for four days afterward causing his throat to be impossibly dry. "W-where's Kili?"

The dwarf king felt his throat go dry as Fili looked up in confusion at him, before glancing around as best as he was able while lying down. Blinking back tears lest the young dwarf notice them, Thorin glanced up, noting with relief that Gandalf and Oin were hurrying over to the pair, followed by Bilbo.

The young prince's gaze returned to Thorin, and his voice held a hint of panic.

"Thorin," he asked, swallowing heavily even as he looked the elder dwarf in the eye. "Where is my brother?" The elder dwarf took a deep breath, before reaching his hand up to the younger's face, brushing a stray strand of hair off his forehead.

"Fili, lad…" he said, voice breaking even as tears welled up in his eyes. "Y-your brother, he…he…"

"How are you feeling, lad?" Oin interjected, allowing the dwarf king a moment to compose himself for the news that would destroy his nephew. The young prince attempted to lift his arm, before crying out in pain, but Oin stopped the movement quickly, gently easing the injured limb downwards.

"M-my arm," he whispered, face contorting in pain even as his breaths increased. "H-hurts…" The healer nodded.

"Aye, lad, it's going to hurt for a while," he said quietly, before glancing down at the bandaged limb. Fili's eyes followed the healer's gaze, and his face paled. Frowning, the prince's brows drew together, as though trying to piece out a puzzle. Looking toward Thorin, his eyes held a pleading expression.

"Uncle?" he asked quietly, his voice small even as tears pricked the corner of his eyes. "Where's Kili? Where's my brother?" Thorin couldn't stop the tear that escaped his eyes, and the young dwarf's eyes grew wide.

"Filán," he whispered, using Fili's inner name. "You…don't remember?" Fili thought for a moment, before realization dawned in his features, his face draining of blood.

"No," he whispered, face crumpling. "Kee…he-he fell, a-and Cira—" Tears began to stream out of his eyes, before disappearing in the blond beard. His shoulders began to shake, and a sob escaped his lips.

"No," he whispered over and over again, shaking his head. "Not my brother. Not my Kee. Kili…."

The young prince trailed off as he turned his head away from everyone around him, crying silently into his makeshift pillow. Oin sighed, face downcast, before tending to the angry wound on the young heir's arm. Fili did not flinch or even acknowledge the action, only mildly flinching at actions that would have stronger dwarves screaming in agony. While Thorin was relieved that he didn't have an angry outburst like before and thus injure himself further, seeing his nephew so broken was far worse.

It was as though the flame that shown in his eyes his entire life had died along with his younger brother.

XXX

Gandalf watched as Oin tended the wound, his thoughts on their further movements somewhat troubled.

While it was still quite nasty looking, it appeared as though the heir was stable. If Gwaihir's flock was very careful and gentle, and they didn't run into any trouble, perhaps the young heir could be moved. And while Gandalf was greatly appreciative of the eagle's hospitality, he knew they were quickly wearing out their welcome.

The company had gathered around the fire to respect their king and prince's privacy in their grief, but several concerned and sympathetic glances were cast in their direction. Bilbo had followed Gandalf and Oin, but had hung back, clearly wishing to be of assistance but not sure how he could help.

The wizard knew that the hobbit's gentle nature might prove to be invaluable as young Fili copes with the grief of losing his brother and best friend, and the young woman they had recently come to know. He only hoped that the nature of hobbits that he had come to admire over the many long years he had wandered Middle-earth would be enough to keep the young heir from the madness that took his grandfather.

Once Fili's wound was sufficiently cleaned and bandaged, the wizard stood to his feet. Oin stood as well, before joining the others around the fire. Looking at the grieving and pained dwarf king as he sat helplessly by his young nephew's side, the Istari cleared his throat.

"I do believe young Fili is stable enough to travel, if he is given a gentle ride," Gandalf stated, and Thorin nodded, sighing.

"But what of the orc pack?" he asked quietly, looking up at the grey wizard. "They now have a 3 day lead on us, unless they doubled back. At any rate, we won't be able to outrun them if they do come upon our scent-not with Fili so injured. And there's no shelter where he can recover from his wounds nor gather more supplies-not until Esgaroth. Surely the orcs will overtake us long before then." He looked at his young nephew, who had fallen asleep with tear tracks still on his face, concern and fear filling his gaze.

"I already failed one of my nephews, Gandalf," he said, looking back up at the wizard. "I do not want to fail the other one as well. And if the orcs reach us before we reach Esgaroth, Fili will be killed. I-I don't know what to do." He whispered the last line, and the wizard's eyes widened at the admission from the proud and stubborn dwarf king that he had come to know.

The dark haired dwarf in front of him looked completely defeated for the first time since their quest began, and suddenly something-a memory- clicked in the wizard's mind. Gandalf nodded grimly, hoping against hope that the plan quickly formulating in his head would work.

"I think I know of a place where we might seek shelter."

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A response to guest reviewer Bee: I have never seen Passions (had to look it up on Wikipedia) and while I have heard of Days of our Lives I have never seen it. Thank you for your compliment on talent :D Unless drawing the romantic angle out this long in order to establish a realistic time frame for love to grow (as opposed to being love at first sight, which I don't believe exists-love takes time to mature and grow whereas love at first sight is really lust at first sight in my opinion) was a bad thing? It's a lot of chapters because I write them much better in one go, and cannot spend all day writing a novel length chapter with my children (if it was a true novel the individual chapters would be far fewer and MUCH longer in length). Story time it has only been about 3 weeks since her family was killed, so the fact that they aren't making out yet, coupled with the dwarf ideology established by Tolkien on loving once and bound to their spouse even into death (thus making Kili believe he cannot have her, even when it finally does dawn on him that he's falling in love with her) makes sense to me.

A response to guest reviewer Kaia: Thanks :D There are three reasons why I made Mizimel a girl. One- Cira lost two daughters, so the child being a girl would have resonated even more with her grief, two- Kili knows about the rarity of female dwarf babies, and three- the fact (in Kili's mind) that Cira had the great luck of having not one but TWO girls and suffered through losing them both is going to resonate more powerfully within him, and allow him to understand her grief more thoroughly. I am trying to keep my story to the spirit of Tolkien, and combine elements from both the movies and the books and the appendices materials to make the Middle-earth in my story have that depth of history and lore that Tolkien had, while still allowing myself creative freedom :) I am no Tolkien expert by any means, but I have read most of LOTR (the hobbit movie came out as I got to Osgiliath, and it kind of stole my attention ;) and I have read the Silmarillion more than once, and The Hobbit more than once, plus I have the Letters of J.R.R. Tolkien as well, and have done quite a lot of research on dwarves and other elements of ME since being introduced to this world through the LOTR EE's 6 years ago. So if my story is believable as Tolkien's Middle-earth then I will jump for joy, because that's what I was going for ;)

A response to guest reviewer Ari: Glad to have managed 2 chapters :) Thank you :) That scene was hard to write as well, but I am sure you can see now why I had done the attack on the traveling dwarves like I did- I promised it was important to the story ;) She had buried her grief, and she needed to get it out in the open so she could heal, and this forced it out. As to the cliff hanger- I am in debate as to whether or not to resolve it next chapter or return to our company, as I am trying for balance within the story. But at the moment more is happening with Kili/Cira, so I am stuck a bit. But by the time you read this I will have (hopefully) figured it out ;) I am glad the Mizimel part made an impact- I saw the word on an extensive online Khuzdul site, and fell in love with the meaning, and it seemed to be perfect for this scene.

Thanks to all who review, favorite, and follow- seriously you guys are so amazing! I can't believe how many reviews I am getting with each chapter! :D :D :D