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, favorite and follow- I love them, especially constructive ones!

Thorin slowly lowered his sword, before sheathing the weapon on his back. Taking a deep breath, the dwarf king moved toward the gate, though not without some hesitation.

Will he help us, or kill us?

Despite his best efforts, the dwarf king could not help the slight tremble in his hand as he removed the large plank barring the gate, knowing it would be unwise to disregard Beorn's request that he be let in when he returned. Turning to lean it up against the wall, he nearly jumped out of his skin with a gasp as the gate slammed open behind him. Though his own expression betrayed nothing, the dwarf king's heart lept into his throat at the expression on the skinchanger's face.

Beorn stood in the gate's entrance, his golden eyes fierce as he scanned the scene before him. All eyes warily followed the skinchanger's gaze, the company members hardly daring to breathe. Beorn's eyes immediately locked on his ponies grazing peacefully in the meadow below, before wandering toward the chickens going in and out of the chicken coop off to the side, and finally resting on the sheep drinking out of their large wooden trough. After his eyes roamed around his farm, his gaze locked on the group of dwarves gathered in front of his house, their weapons still gleaming in the afternoon sun as they slowly lowered them.

Beorn's gaze finally landed on Kili, and the young prince felt his breathing quicken at the fierceness in the golden eyes. Slowly but purposefully the skinchanger began to walk straight toward the young dwarf, pausing when he was just a few feet away. Golden eyes locked onto brown ones, and the great man could see fear in the dark orbs.

Slowly the young dwarf set his plate aside, before rising to his feet and meeting the skinchanger's gaze. Fear still swirled in his eyes, but there was courage as well as he faced the giant man. Beorn stared at him for a very tense minute, but the young prince did not flinch. Suddenly, the great man reached into his trouser pocket and flicked something toward the ground in one swift motion. Sunlight glinted off the small blade as it landed in the grass at Kili's feet.

"I believe that is yours," Beorn said matter of factly, breaking the silence. The young dwarf looked down, wide eyes roaming over the blue hilted blade in astonishment as he picked it up.

"H-how did you find it?" he asked, looking up at the great man in surprise. "I lost it in the woods when the lynx attacked us." Beorn nodded.

"I found the place where you were attacked," he replied. "And it did not take me long to find your knife. I suggest you wash it well- the thing reeks of human blood and goblin filth." The skinchanger's gaze then moved toward Thorin and the nervous wizard that stood behind him.

"As unbelievable as it was, I found your tale and that of your kin to be true," he said, respectfully inclining his head to the dwarf king. "Killing the Great Goblin! What a feat! I fear I must apologize to you all for my doubts. These are dark days, and it is difficult for one to trust outsiders upon their word alone, especially after such an extraordinary tale." Thorin nodded to the skinchanger, whose gaze moved back to the group of dwarves in front of his home.

"I do not like dwarves. They are greedy, and care nothing for the world and its troubles," Beorn continued, eyes roaming over the group even as there were visible nervous swallows. "But...I hate orcs and goblins more." The dwarves visibly relaxed at his comment, and he locked eyes with the dwarf king.

"You have fine warriors amongst you indeed, to have escaped the goblin tunnels with your lives," Beorn said, respect in his tone. "I will give you whatever you need to continue on your journey, including any advice I have on the road ahead of you. I will also allow you the use of my ponies so you can elude those who pursue you. But-" he looked pointedly at the dark haired dwarf. "You must promise to leave my ponies at the edge of the forest so they can return home. I do not wish for them to enter Mirkwood." Thorin nodded in agreement, and the skinchanger gestured toward the house.

"Come then," he ordered. "We shall discuss what you need over some food. Your company may have already eaten-" he glanced at the plates scattered about, "But I have not, and I dislike discussing important matters on an empty stomach."

The dwarf king nodded gratefully. Beckoning to Balin and Dwalin, the trio followed the great man into his cottage, relief at Beorn's acceptance of their tale evident on their faces.

XXX

Bofur remained outside, relieved that Beorn had found their tale to be true and was willing to aid them.

Having frozen in place when he returned, the miner found that his pipe had gone out without him even noticing. Striking a match on the crude cut stone steps, the cheerful dwarf relit his pipe, hoping that it would help settle his nerves after the tense ordeal.

His gaze roamed around, watching his companions from his perch atop the stone steps of the great house. A few of the dwarves had begun to spar again, also hoping to forget that five minutes ago they didn't know whether they would be torn to shreds by bear claws or not after Beorn returned home. They would begin preparations to leave as soon as Thorin and Balin had come up with a list of supplies they needed, and he wanted one last chance to sit and enjoy his pipe before his time was taken up with work.

He liked to consider himself an observant dwarf, and had spent many days watching people from the stand where he sold his toys in the marketplace. He could often tell things about other people that they sometimes didn't even know themselves, just by the way they carried themselves, their expressions and tone of voice, and the look in their eyes, simply through a lifetime of observation. People watching was something the dwarf found quite enjoyable, and his gaze went from one dwarf to the next as he leaned back on his elbows and allowed the smoke tendrils to float into the air above his head.

Ori was sketching again in his makeshift journal, cursing under his breath as the pages tried to pull apart from the twine he'd used to bind the book every time he attempted to turn them. He had no doubt that the scribe greatly missed his leather bound journal that the goblins stole from him. Nori was stretched out on the grass with his arm slung over his eyes- no doubt attempting to nap before the work began. Gloin and Bifur were sparring in the grass nearby, and Bilbo was off to the side under the base of a great oak toying with what seemed to be an acorn he picked up off the forest floor. Dori was sitting near the miner on the stone steps in the shade, darning a large pile of wool socks that had gleaned holes in them during their long hikes. Oin had grabbed his bag, and was now nosing around the base of the oak trees near Bilbo, no doubt hunting for herbs for his medicine and ointments.

The sun had shifted in the sky a bit, and Cirashala had slid down onto the grass and clover to get more in the shade. Her blue eyes roamed over Beorn's garden, before landing on the ponies grazing in the meadow. The miner wasn't certain, but had a feeling that she greatly loved ponies, if her peaceful and awed expression as she watched them was an indication. Fili had quietly left his brother's side and wandered off toward the wooded part of Beorn's garden inside the hedge after he finished his dinner. The miner had no idea why, but the lad seemed to be greatly troubled about something. It was quite odd for him to leave Kili's side now, especially after he had despaired so badly when he believed him dead. Once he finished his pipe, he'd follow and see what was on the young prince's mind, as it was surely serious if he were willing to go without his beloved younger brother. Perhaps he would need a listening ear- the miner was good at that.

Suddenly, he found his gaze on the youngest dwarf. The somber, forlorn expression on the dwarf's face was very unusual for the mischievous young prince, and he couldn't recall ever seeing him so down in spirits before. Kili had always been very cheerful, or at the least in good spirits during tough times, not full of melancholy. He should be elated that he was reunited with his brother and the company, not dispirited. Frowning at the miserable mess on the dwarf's plate, he opened his mouth to ask why he was crushing his food rather than eating it, knowing the young prince would need to build his strength back up while food was plentiful so his own wounds would heal. But the words never left his lips, for in that second the youngest dwarf glanced right at Cirashala out of the corner of his eye, before quickly turning back to his food, a slight flush on his cheeks.

Bofur's eyes widened considerably as his pipe popped out of his mouth, and a faint memory of the goblin tunnels suddenly surfaced. Memories of her being dragged in front of the great goblin. Memories of how hard Kili fought as though he were Durin the Deathless himself to get to her. Memories of their escape, and Kili threatening Bofur should anything further happen to her despite the fact that he should have known that Bofur would do everything in his power to protect any of them if need be greatly confused the miner at the time. Bofur would have never let anything happen to her, especially after how she'd risked Thorin's wrath to search for him and helped him in the ice cavern. He'd rather die than have a lady killed while under his charge, and the young prince knew it. Yet he still felt the need to threaten Bofur if he failed in his task just the same, which was very unlike the Kili he knew.

The suspicion he'd had then hurled to the forefront of his mind like a thunderclap, and his jaw dropped open as everything suddenly made sense. The forlorn expression, picking at his food as though he had no appetite, the discreet glance when she wasn't looking, the flushed cheeks...he'd seen it before, many times before in Ered Luin, and the reason for it was always the same.

It can't be...is...is he pining after her?

XXX

Fili wandered the tree grove, his thoughts a jumbled mess as his face remained grim.

He loves her...how can this be?

Fili had absolutely no objection to Cira as a person. She had proven herself time and time again to be a courageous and kind young woman who cared greatly for his people, and had a strength within her that he greatly admired. Her stubbornness and determination were so akin to a dwarf maid that he often found himself forgetting that she was a human, not a dwarf at all- that is, until he saw her lack of beard and how much taller she would be than most dwarf ladies he'd known in his life, though she weren't so tall that it was out of the realm of possibility for a dwarf maid. It was simply very rare for a dwarf woman to be that tall, is all.

She had been nothing but kind to his brother from the moment they met her in the troll cave, and had even defended Kili when Gloin and Nori cracked jokes about his lineage without being asked, something Fili greatly appreciated. She'd also saved his life and his brother's as well, and brought his brother back to him when he thought Kili was lost forever. He would be indebted to her for the rest of his life for bringing Kili back to him alive. She had earned his friendship and that of his brother for life- there was no question about that.

But his brother- his own brother- in love with her? Fili could not understand how that had come to be. He knew that his brother had been spurned by the dwarf maids of Ered Luin, and how painful it had been for both of them to realize that all those maidens were concerned with nothing more than disdain for Kili's homely appearance and intrigued by Fili's handsomeness and title as Thorin's heir and crown prince. It greatly angered Fili to see his brother so publicly humiliated by the maidens of Ered Luin, and he vowed that he would never court a woman who only cared about title and appearance and had no strength of character or courage within her.

But with his sparse beard and leaner frame, his brother was very unfortunate when it came to appearance and was often overlooked by dwarf ladies in favor of more handsome men. It was a fact, sad though it was, that dwarf women preferred men with more hair, full beards, and a stocky stature, and seem to give greater weight to outward appearance than the person inside. Had Kili completely given up on finding a wife within his own people- one who was unmarried? Surely his brother had more sense and honor than to pursue a courtship with a woman that was forbidden to him!

If it weren't for their duty toward their people to provide heirs, he could care less that she was a human. She was a good hearted woman who had treated his brother far better than any dwarf woman ever had save for their mother, and if she felt even half the love toward Kili that he felt toward her, Fili would consent to their courtship on the spot. But as she was a widow, he knew that she was still married, and could never love his brother in return in any way beyond friendship. He had been about to point out to his brother that she could never be his, and ensure that he knew it, when she'd cried out and awakened last night, and he never got the chance.

I know he will be hurt- he always wanted to marry and have children, though I never thought he would fall in love on the quest. But he MUST realize that he is doomed to love someone he cannot have. He will only hurt them both if he tries to court her, and they will be shamed and their honor forfeit in their disgrace.

A loud snap sounded behind him as a heavy boot fell on a twig, and the young dwarf spun around to face Bofur. The miner's eyes were wide as he stared at the young heir's uninjured hand.

"Fili, could you, perhaps, maybe...let go of your sword hilt?" he asked, and the young dwarf realized that he had instinctively reached for his weapon in his startle. Immediately lowering it, he eyed the miner.

"Bofur, what is it?" he asked, and the miner swallowed heavily.

"Erm, well, you see..." he began, shrinking a bit at the annoyed expression on the blonde dwarf's face.

It must be obvious that I didn't wish to be interrupted in my thoughts.

"Bofur, what is it?" Fili asked, his tone a bit less harsh than before. Bofur fidgeted in his boots, before nervously glancing back toward where the other members of their company were.

"Could we, perhaps, move a bit...further away from the others?" the miner asked nervously, and Fili nodded. The pair moved toward a small pond deep in Beorn's garden, well away from earshot, and the young heir turned back toward the nervous dwarf.

Bofur fidgeted again, unsure of how to bring up the subject, but knowing that he must do so.

"Fili, I, uh..." he began, swallowing nervously. "Look, please do not punish me or banish me or anything, but I need to ask you something, and it's rather...personal." Fili's eyes widened, and he glanced back toward the direction they came from. The sound of the company sparring had faded into the trees, and he knew they were alone.

"Bofur, what is wrong?" he asked, seeing the distress clear on the miner's face. His brow furrowed in concern. "Is...is anyone in the company bothering you?" The miner shook his head.

"No, it isn't me that's bothered," he replied, causing the young heir to look at him in confusion. Bofur swallowed nervously again. "It's...well, it's actually...your brother I'm worried about."

"My brother?" Fili asked, his eyes widening in alarm. "What about him?"

Blue eyes studied the miner, who was clearly extremely nervous now. He knew that Bofur wasn't quite as courageous as some, but when it came right down to it, he could muster up what was needed. But he had never seen Bofur so nervous before, not even when Beorn chased them into his house, and was completely puzzled as to why.

"Bofur?" he asked, moving closer to him even as he glanced back toward where he knew his brother to be. "I swear to you, I won't have Thorin punish or banish you or anything, but if there is something wrong, you must tell me." Bofur's gaze moved up to meet his, and the miner nodded.

"Fili, I have been watching people for a long time," Bofur began, a slight waver still audible in his voice. "A very long time, in fact. It's always something I've enjoyed, and I've learned a lot about how people look and act and speak in different circumstances." Fili felt his heart thumping a bit faster in his chest, though he tried to keep his expression from revealing his thoughts.

Does...does he know?

"What does this have to do with Kili?" Fili asked, trying to keep his own voice calm. Bofur swallowed thickly, before rubbing his clearly sweaty hands on the side of his trousers.

"Eh, Fili, funny you should ask," he quipped, though the young heir could tell that he was extremely nervous now. "But...you see, I...I think...I think Kili's lovesick."

Fili felt his heart plummet into his stomach at the admission as silence descended on the small clearing. Bofur shrank back from him as he shakily removed his hat. Nervously twisting it in his hands, he trembled as his gaze bore into the forest floor, awaiting the fierce reaction from the young prince.

"Bofur," Fili began slowly, terror coursing through him even as he could visibly see it in Bofur. "H-have you told anyone else this?" The miner quickly shook his head so fast that his hair spun in both directions.

"Not a word," he said quickly. "I-I just figured it out, though...to be honest, I've suspected since...since Goblin Town. I-I mean, he-he said something to me-" Fili cut him off even as his eyes widened in alarm.

"What did he say?" the young prince asked quickly, and Bofur swallowed again.

"During the escape, he-he said that if I let any harm come to her, I'd pay with my life," the miner whispered. "He should know that I would never let harm come to Cira, a-and I wondered why he would do that." The young prince was sure that his heart stopped beating entirely.

So he does know Kili's in love...and he also knows who he is in love with.

"Fili," Bofur asked, trembling in his boots. "He-he does know, right? That- with her being a-a widow-"

"Aye," Fili interrupted, praying that his brother was indeed aware that his love was forbidden. "I will make sure of that." Bofur nodded, still very nervous as he glanced back toward the great house.

"Bofur," Fili said quietly, and the miner turned back toward him. "Does-does anyone else...know?" The miner's eyes widened in shock.

"So it is true?" he asked, his voice barely a whisper. "He-he does love her?" Fili swallowed heavily.

"Please...please just answer me," the young prince said, his expression distressed though the tone of his voice demanded an answer. "I-I need to know." The miner shook his head.

"Not everyone is as good at reading people as I am," the elder replied. "I-I don't know if anyone else...if they saw what I did, but-" Fili cut him off again.

"Has anyone said anything?" he asked, and Bofur shook his head.

"Not that I've heard," the miner admitted. "I almost didn't spot it myself- he's pretty good at hiding things when he wants to be. I just barely noticed it this afternoon., and quite by accident. I-I went to ask him if he was going to eat anything or just mash it, and before I could, I-I swear I saw him stare at her for only a second, then look away, but...then he-he blushed."

Fili swallowed heavily, very concerned at this new information. Reaching out, he gently clasped Bofur's shoulder, trying to place him more at ease.

"Thank you for telling me what you saw, Bofur," he said gently, though his stomach still felt tight as though it were full of butterflies. "Please...please just keep this between us, and never mention it again- to anyone." The miner nodded.

"Wi-will you tell him?" Bofur asked quietly. "That-that he can't..?" Fili nodded, pain in his eyes as he glanced toward the house.

"Aye," he said quietly. Bofur nodded, his own expression saddened as he followed the young heir's gaze.

"I am sorry he has to go through this," the miner whispered, his voice nearly inaudible. "I-if only...I wish I could help him, but I don't know how. I've never- I don't even know what he's feeling right now, if he does know that he can't have her." Fili's throat tightened, and he glanced toward the miner.

"I will do what I can," he said quietly, knowing that he alone would be able to help Kili through this difficult time. As much as he appreciated Bofur's offer of help, he knew that his brother wouldn't be able to open up to the miner about something as serious as this. Turning toward the elder dwarf, the young prince leaned in, his voice but a mere whisper.

"Whatever you do, do not let anyone else know about this- for my brother's sake, and her's." His eyes trailed toward the house, concern filling them at the difficult task ahead of him.

"She can never find out that he loves her," he whispered. "It would destroy them both if she does."

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

A response to guest reviewer Kaia: Thanks! I appreciate that :)

Many thanks to all who review, favorite, and follow- even though the number of reviews have slowed, each one I get makes me so encouraged, and helps to persuade me to update :) So thank you all! :D :D :D