If I do own anything, it's Gwen, and the AUness of this chapter. Please do not sue.

AUTUMN EVENINGS

"It's definitely a date."

Kili rolled his eyes, thumping his head back against the seat's headrest, letting out a slight groan. "Would you shut up? It isn't a date."

"That's not what everyone one else thinks."

"It is," Kili insisted. "I didn't even invite her!"

"Yes," Fili admitted. "But I invited her for you."

"That doesn't count," Kili sighed.

"Ah!" Fili cried out, sparing a glance away from the road to shoot a grin over at Kili. "That's definitely disappointment I hear in your voice!"

"No, it's—"

"Admit it, you're jealous that I asked her instead of you!"

Kili grit his teeth hard. "That's not—"

"If only you'd been a minute faster, tonight—"

"Shut up!" Kili finally got in, slamming his head back even more savagely against his headrest.

This did silence his brother, but didn't keep him from sending a mischievous, somewhat smug smirk in his direction. Kili gave a roll of his eyes. "With the way you're insisting on this, it kind of sounds like you wish she was on a date with you."

Fili snorted, easing the car around another turn, this time on to a gravel road. "Nah. Gwen's too…weird. You can have her."

"Thaaaaanks," Kili drawled, not holding back on the sarcasm. "Leave me with the weird ones."

"You like the weird ones," Fili insisted. "Always have."

"Have not," Kili grumbled back, leaning back to peer out the window, eyes glazing over the heavily shadowed forest flickering by.

"Brenda?" Fili suggested.

Kili winced as the memories of that particular…relationship…came flooding back over him. "She was just…unique."

"Weird," Fili corrected. "She was weird."

"Yeah," Kili admitted with a sigh. "She was kind of weird."

"So, you see, it's perfect that you and Gwen are finally going out, because now—"

"We are not going out!"

Fili broke out chuckling at his outburst, as they pulled into the field serving the fair as a parking lot. "Not with that attitude, you're not!"

"Not with any attitude," Kili shot back. There was a lull of silence, where Fili scanned the lot for an open parking space, where Kili found it fit to continue his protest. "Alright then, why don't you tell me, in what possible way, is this a date?"

"Well," Fili seemed to struggle for a moment, before coming out with, "You're male. And she's female."

"At least, that's what we assume," Kili grumbled.

"And there is obviously romantic tension between you two…"

"Yeah," Kili snorted. "Sure. Do you remember the first time I tried to make move on her?"

"And," Fili began, with a clear of his throat.

Kili wouldn't let him have that though, answering his own question. "She threw a cactus. A literal freaking cactus, Fee."

"And it's going to be the two of you, spending an afternoon at a fall festival. Tons of couples do that."

"Yes, and tons of couples drive around in cars together," he said with a nod to their surroundings. "And sorry bro, but we're not a couple."

"And," Fili began, ignoring his remarks as he put the car into park. "Look at her. She's all dressed up."

Kili glanced up to see Gwen leaning against the hood of her parked car, flicking through her phone. She was dressed in a ratty pair of jeans, worn down to threads in some places, her old converse, and her familiar leather jacket over a red hoodie. "All dressed up?" Kili repeated. "That's quite actually what she wears every day."

"She might have brushed her hair though…"

Kili eyed her mane of dark hair, curling strands of it being tugged and carried out by the breeze. "Really?"

"Well, no," Fili admitted. "Maybe not."

"Then it is not a date," Kili finished, before throwing open the door to the car, and climbing out.

The brisk air hit his skin nicely, carrying the smell of sunlight and leaves. It really was a beautiful afternoon. "Fancy meeting you here," he called out to Gwen, jogging a bit closer to her.

She glanced up from her phone, and Kili's breath may have gotten knocked out of his chest just a bit. It was almost a picture-perfect moment. Her hair was being ruffled gently by the breeze, strands of it dragging over her cheeks, lit up warm by the autumn sun, beginning to sink in the sky. The best thing was the little spark that lit her gaze, the hardly noticeable smile that tried to quirk at her lips. "Is that so?"

Kili shrugged, not able to keep a grin off of his face as he neared her. "Well enough."

Gwen rolled her eyes (though it certainly seemed that she was straining harder to bury a smile) and glanced over Kili's shoulder, speaking to Fili, who had just locked the car and was making his way over. "Any of the others here yet?"

"Not that I see," Fili replied. "We should check inside though. I doubt any of them will have told me if they had gotten here."

In a moment, they were off, strolling through rows of cars. Kili found himself a step or two ahead of Gwen and Fili as Gwen spoke up. "You didn't mention if Thorin was coming."

"He's not," Fili replied.

Gwen huffed out a slight sigh of relief. "Thank the Lord."

"He's really not that bad, you know," Fili sighed.

"I know he's not," Gwen said back matter-of-factly. "But he's pretty bad to me."

"Snarky, maybe," Fili relented. "Or a bit over-harsh, but you just…"

"I get on his nerves," Gwen finished, tone edged with a tad of annoyance. "Just like he gets on mine. Which is why I see it best for us to just keep our distance."

There was a long pause, as if Fili was trying to summon up something to say in reply to that, but he surrendered. "Fine."

Kili tried not to frown. It was an oddity, how Thorin and Gwen clashed so very much. Or maybe it wasn't an oddity. It was, at least, very unfortunate. He'd heard that they used to at least tolerate each other, and now it was barely even that.

He was distracted from these thoughts as they neared the top of the hill, their destination rising into view. Considering the time of year, the festival grounds were fairly busy, bubbling with movement, even up to the lines outside of the entrance. The air was heavy with the thick smell of fried food, popcorn, caramel, and a whole myriad of other pleasant food-like smells. A smile set itself quite determinedly on Kili's face. This was going to be a good day.

"Aren't you going to give it a go, love?" Kili asked, handing off the gun to Ori, who stared at it like it was some alien creature in his hands.

He ignored Fili's smirk at the thing he'd called her in favor of registering Gwen's reaction as she shrugged, jamming her hands a bit deeper into her pockets. "Not sure if that's a wise idea, Durin."

"I think it quite wise," Kili shot back. "You can't be that terrible."

Gwen lifted a brow. "Oh?"

"She can be," Fili said, jumping into the conversation at Gwen's shoulder. "She is, actually."

"Oh, thanks, Fili," Gwen drawled, sarcasm dripping from her tone.

"But," Fili continued with a slight smirk in Kili's direction. "I'm sure she'd work it out with a little bit of help."

"Why don't you help her then?" Kili asked, completely nonplussed.

"I think you'd be better at it," Fili shot back, a warning look in his eyes.

"No," Kili corrected. "You suggested it, why don't you help her?"

"Because," Fili gritted out. "You are the one here who wants to help her."

"Really? Because it sort of seems like that's you right now."

Gwen, who had since then, watched this argument proceed, looking faintly bemused, spoke up. "You know, I don't think she really wants help."

"Of course she does!" Fili cried. "She can't hit a target to save her life!"

"And why would she need to hit a target to save her life?" Gwen asked, tone dry.

Fili went a bit speechless, glancing from Kili to Gwen, then back. "Bloody hell," he muttered before latching onto Kili's sleeve, towing him a few yards away, out of earshot of Gwen, who merely looked a bit confused and exasperated. Kili gave her a slight shrug, to acknowledge his matching confusion before Fili began hissing at him, "I am giving you chances here, brother. I am being the best damned wingman that this world has ever—"

"Wingman!?" Kili barked out a laugh in disbelief. "Why in bloody hell would I need a wingman? And you as one, least of all."

"Because, it's killing us! You and Gwen, you obviously like each other, at least a little bit, and you're doing nothing about it!"

"Us?" Kili repeated. "Who's us?"

Fili flushed a little, and Kili could tell he searched his thoughts a little, before gesturing loosely to their surroundings. "You know, us!"

Kili rolled his eyes. "Fee, I appreciate the effort. But do you really think that I couldn't have Gwen if I really wanted her?"

"I don't know!" Fili spat back. "You obviously haven't had any success so far, though!"

"I haven't wanted to have success!" Kili huffed, feeling himself to begin getting annoyed. His brother could be an irritating little prick.

"Really?"

"Really!" Kili nearly shouted back, drawing a few glances from passerby's.

The moment settled to silence, both brothers trying somewhat to glare the other one down. Finally, Fili broke, letting out a loud huff. "Fine."

"Fine," Kili repeated, not sure what else to say.

"I…I guess that's the end of that."

Kili could tell Fili didn't want to be finished with it. He nearly rolled his eyes. His brother had the worst habit of sticking his nose where it didn't belong. And then refusing to remove it, even when asked kindly. He was worse than any high school gossip girl Kili had ever found.

"It is," Kili concluded.

With one last huff, Fili marched off, and Kili was left, indulging Gwen's raised brow with yet another shrug.

It had been a rather full afternoon. Their group had ended up trying their hand at most of the carnival games open at the grounds, with varying degrees of success. They were now stacked down with a menagerie of prizes. Kili himself had won only one major thing, a fairly large pink teddy bear, which he had promptly awarded to his still sulking brother. All he got was the middle finger for his trouble.

After a lovely dinner (harvested from an assortment of the food stalls scattered around the establishment),they had settled down in the area set up with a stage, sprawled out across a stack of hay bales in the gold of the setting sun. Kili was quite comfortable, having settled himself on the ground beside Gwen, who was sat on a hay bale, leaning his back against her legs. Kili had vigilantly ignored Fili's suggestive, somewhat accusatory glances, in favor of closing his eyes, losing himself in the feeling of Gwen's fingertips carding listlessly through the tangles of his hair.

The music was reasonably terrible. Something strummy on a guitar, with singing that could hardly really be called singing, outside of the technical sense. Still, it filled the silence, as their cozy group chatted about nothing particularly important. As the others engaged into a rather heated argument on the particular naming of the goldfish Ori had won earlier, Kili tilted his head back, cracking open an eye to peer up at Gwen. "You could do better," He said, in reference to the music.

Gwen snorted ungracefully, a smirk tugging at her lips as she gently ran her fingernails along his scalp. "I could, yes. I won't, though."

"Aw," Kili whined, perhaps pouting a bit. "I haven't heard you sing in forever, though."

"That's because I don't sing, Kee."

"Do too," Kili shot back, leaning into her fingers as she trailed them over his ear. "Just not too often."

"Yeah," She agreed, tilting her head as she smiled softly down at him. "What about it?"

Kili was kept from replying by Bofur, who stood up, clearing his throat before nearly shouting, "Oi, time to get up, you sods, we've got to get in line, before it gets too crowded."

Kili groaned slightly, but started hauling himself up. Gwen stopped him with a frown. "What? What's this?"

"Right," Kili said, at last getting his feet under him. "You haven't been to this one before. They have a killer hay-ride. We go on as a group every year."

Something changed in Gwen's expression, as she shifted a bit uncomfortably. "Getting a bit dark…"

"Course it is,' Kili snorted. "It wouldn't be much scary without it being dark."

Ori interrupted. "I think I will be staying behind this time, to stay with Zoloto."

Gwen leapt on the opportunity. "I'll keep you company, Ori."

"No, you won't," Kili corrected her, lifting a brow. "You're coming with us."

Gwen slumped a little, her tone becoming slightly pleading. "Kili—"

He didn't let her finish, grabbing onto her arm, dragging her up onto her feet. "Come on, the others are leaving."

"I don't want to go," Gwen insisted, tugging her arm free from him.

"Don't worry," Fili chirped at Gwen, ignoring Kili a bit. "It's not that scary, really."

"I'm not scared," Gwen hissed, backing up a bit. "I just don't want to, alright?"

"Oh, come on," Kili insisted, placing a hand on her lower back to ease her towards where the group was filing out to find the line for the hay-ride. "It'll be the lot of us, on a tractor in the dark, what's to be worried about that?"

"A lot," Gwen mumbled, though she let herself be towed along by Kili's touch.

Kili knocked his shoulder over into hers, giving a roll of his eyes. "Oh how bad could it be?"

Gwen didn't reply, glancing a bit hopelessly over her shoulder, before clutching her jacket tighter around herself, and submitting to her fate.

It was quite thoroughly dark by the time they got to go through a run of the hay-ride. But there they were, just like every other year, seated around the edges of the tractor bed on hay bales, stewing there in nervous sort of anticipation. This year, of course, there was the addition of Gwen, squeezed into the spot beside Kili, her shoulders visibly tense as the engine idled softly in the background.

Fili caught Kili's eye across the circle, glancing down at the nearly non-existent space between him and Gwen, before glancing back up to Kili. Kili had to wonder if there was any way to give his brother the middle finger without Gwen taking note. He was distracted from this, however, as the tractor jolted a bit beneath him. The murmurs of excitement started around the vehicle, as they usually did, though kept hush enough as to not ruin the eerie atmosphere that curled all around them. Kili felt Gwen tense a little more beside him, and he leaned in to her, murmuring into her ear, "a bit scared there, love?"

"Shut up."

Kili chuckled slightly. "I'm here if you need me, you know."

"Oh, shut the hell up, Durin," Gwen repeated, shouldering him slightly.

A bit more of a laugh shook him, though he backed off a bit, as the tractor began rolling down the trail slowly. "Alright, alright."

The path lead them into a corn field, it seemed, and soon stalks towered over them on either side. The tension was practically tangible, the only sound the crunch of wheels on gravel, the engine, and the breath of the wind through the plants around them. The first scarecrow along the path managed to startle Kili a bit, although that could mostly be attributed to the mood of tension that the group upheld. Kili glanced down to see Gwen's eyes, wide, caught directly on the thing, strung up on the side of the path, as if she didn't want to let it out of her sight.

They rolled past it without incidence, though, and then another scarecrow or two, all of them leering ominously down at them in the tractor bed. Gwen nearly jumped two feet in the air as a broken stalk of corn brushed along her shoulders. Kili found himself chuckling again at her fright. Scairt as a mouse, it seemed. He leaned in a bit. "Going to admit that scared you a bit?"

"I will gut you," Gwen said, almost absently, shivering as a chill wind cut through them. Her eyes were dead focused on the path rolling by on the other side, her shoulders screaming tension.

The dark shadow of another grotesquely hung up scarecrow came into view, and something seemed…off. Kili took note of this, though he said nothing, feeling the familiar sensation of fear creeping across his skin almost deliciously, as they neared this "scarecrow."

He only grew more tense as the front of the truck passed by it. This proved an entirely founded wariness as he craned his neck a bit to see behind him. A twitch of movement, unlike that which the wind would cause, alerted him a heartbeat before a blood-curdling shriek tore out of the thing, its spiny, clambering hands, reaching out, grazing the back of Gwen's shoulder blades.

Her screeched yelp of terror nearly startled him more than the scare-gag itself. Almost instantly, he felt her weight crush into him, His mouth somehow filling with her hair. The stunt had managed to spook the whole tractor, as the "scarecrow" continued grasping and howling at the others as they rolled past.

Kili, however, hardly had time to contemplate that fright, as he felt Gwen's hands curl into the fabric of his shirt, trembling. Kili breathed out a sigh, calming his suddenly frayed nerves enough to slide an arm around her back, tucking his chin over her head. Alright. So she was actually frightened. Her trembling only confirmed this, as well as the fact that it seemed she refused to disentangle herself from him now.

Perhaps he felt a bit guilty about having dragged her onto the thing at that point.

When the next scare happened, in the form of masked creeper with a chainsaw leaping from the brush, Kili secured his grip around Gwen's waist a bit tighter, feeling her jerk in alarm at the sudden wild laughter and machinery. "It's alright, love," He murmured, this time no sort of joking in his tone.

So, it hadn't been the best idea, dragging Gwen onto the hay-ride of horror. She'd spent the entire thing buried into his chest and his shirt was likely to be permanently wrinkled by her hands, keeping him held to her in an iron grip.

Kili had entirely ignored his brother's questioning and sometimes suggestive glances as Gwen remained tucked into his side, even after they crawled, the lot of them giddy with nervous energy, off of the tractor bed. It hadn't been a bad scare. Surely, they'd had better years, but he still had the thrill of adrenaline pumping through him.

To his dismay, Gwen had excused herself fairly quickly, dismissing his (and even Fili's) apologies, insisting that she didn't want to stay for the bonfire. Kili couldn't help but think that that was his fault. Now, he sipped a plastic cup of cider, watching as the bonfire slowly built higher and higher. He sat in somewhat tense silence with his brother, who evidently was still determined to keep up their tiny tiff from earlier.

Kili's slight stupor was broken by his phone, breaking out buzzing in his pocket. He fumbled to get it out, shoving his cup of cider off to Fili as he saw the caller ID. "It's her."

Fili took the cup, concern immediately tingeing his demeanor as he swore. "Is she alright?"

"Don't know," Kili answered, before striding a good distance from the fire and celebration, sliding to pick up the call. "Gwen?"

"Hey."

Her voice sounded a bit faint. Immediately, Kili's pulse picked up a quick beat, his fingers clenching hard onto his phone.

"Gwen? Are you alright?"

"Yeah," she assured him with a sigh. "I'm fine. Just…"

"What's wrong, love?" Kili prompted, finding a fence to prop himself up against as he leaned into his phone.

"Just…Still a little psyched out, I guess. And it's really dark out here."

Kili swore. There was a good fifteen minutes of winding forest roads before you got to a main road, with this festival. "Are you gonna be alright driving?"

"Yeah," she breathed. "I think so. I…I have you on speaker, could you just keep talking to me until I'm onto the main road?"

"Of course," Kili sighed, melting a bit in relief. She was okay. "What do you want me to talk about?"

"Don't care," she replied shortly. "Just talk."

"Alright," Kili breathed, trying to get his thoughts together. "You remember the first time we met?"

"Yeah. There was a cactus, unless I'm mistaken."

"There was. It took me a full hour to get all those spines out, you know."

"You were being a hopeless flirt. What else was I supposed to do?"

"Just say no?" Kili suggested. "You know, with your voice, and not a hostile desert plant."

"Would that have worked though?"

"No."

They talked like that for a good quarter of an hour, before Gwen interrupted him, in the middle of a rant on first impressions (and how a cactus was not a good one). "Oi, Kili?"

"Yeah?"

"I'm back on to the main road."

"Oh," Kili sucked in a breath, feeling a tug of disappointment in his gut. It was a comforting thing, to have the sound of Gwen's stifled chuckle ringing through his ears, even through a phone. "You're alright then?"

"Think so."

"Are you sure?"

The sound of that half-laugh he enjoyed so very much played, putting a smile onto his lips. "Yes, Kee, thank you. You've done your job of distraction very well."

"I like to think I'm quite good at it, anyway."

"No, but really, Kee," Gwen began. "Thank you. For today. I had a lot of fun."

"So did I," Kili said, smiling softly at nothing in particular.

"Goodnight."

"Night, love. Call me without hesitating if you need me again, yeah?"

"You know I will."

With that assurance, the line went blank.

A deep sigh rushed out of him as he lowered the phone from his ear. There he was, smiling like a fool at his bloody cellphone. He was in it deep. Really freaking deep.

He went back the bonfire, to Fili's side almost hesitantly. Fili seemed to have warmed up to him a bit more, holding out Kili's drink, a look of concern lighting his face. "Everything alright?"

"It is now," Kili explained with a shrug. He sat heavily, staring down at the amber liquid swirling in his cup. "Fee, I'm screwed."

"I know," Fili snorted. He raised his glass in a toast though, saying, "To you, that That this does not end up being another Brenda."

"Amen," Kili huffed, his heart aching with memories of Gwen's smile as he tapped his drink against Fili's. It burned going down his throat.

Ha…haha…how about we just pretend that I had this finished before 1 in the morning last night…procrastination, yo…(Hey, almost 4000 words it one night, that's not bad though...)But I really wanted to do something special for Halloween and autumn in general, and I was really excited about this idea, so I hope you liked it! I may expand on this universe in the future with a bit more of a multichap setting, though I doubt it'll turn into a full story.

A quick note, I will not be updating this next week. I am getting behind on my writing of my actual multi-chap and the last thing I want is writing quality to fall too much, so I won't be updating until next-next Friday. Thanks for understanding!

Reviews make the stress and annoyance and headaches worth it! I love you all!