A/N: This is set in the year 2988 and according to Appendix B under the title 'the third age' Finduilas died in 2988 which makes Boromir10 and Faramir 5 when she died (poor cuties) so this is how I think it all happened…

Finduilas looked out of the window, daydreaming of her escape. She gave a loud sign.

"A caged bird" she said to herself, and that is how she felt - like a caged bird behind these stone walls of the City, unable to escape. She was sick of the walls and the suffocation she felt here and desperately wanted to go home to the sea.

But there was no chance of that. Her health had begun to decrease after the birth Faramir or specifically, when Denethor became the Steward.

This last year, her health had been worse than ever before. She was now too weak to walk and kept to her room all day and night. But her life seemed to be getting worse by the day and there was nothing she could do about it. No one knew what was wrong with her and no one could help her.

Denethor visited her occasionally but this last year he visited her less and less- he was presumably too engrossed with his stewardship. He cared not for a wife that was weak and useless as she, or so she thought. Little did she know that every night, as she slept, he would come to her room and watch her, for her beauty and peacefulness put his heart and mind at ease.

But she continued to believe that he loved her not and tried not to be upset by it. But nothing broke her heart more than being too sick to teach Boromir- the only thing in her life that she took joy in. Denethor thought her too weak to handle the education of a lively boy and employed a governess but Faramir would spend much of the day with Hilly outside in the garden, climbing trees or playing with Ghassan the son of the governess. But he loved nothing more than sitting with his mother, hearing her talk and sing. Her voice, he would never forget as long as he lived.

After his morning lesson, Boromir would go to spend some time with his brother and mother in her room at her request and tell them stories of battles that he was taught by the governess and Finduilas would tell them tales and songs of the sea and it beauty.

But this night, as she looked out the window, she cried softly to herself, realising that she would not see her boys grow to manhood and become fathers for she knew her time drew near.

There was a knock at the door and Boromir walked in with Faramir close behind dressed in their sleeping gowns.

"Why are you not asleep my love?" she asked

"We cannot sleep mamma", came Faramir's tiny voice, "can we stay with you?"

They jumped up on her bed and sat on either side of her.

"Can you sing for me mother?" Faramir said yawning and snuggling up to her. And as she did, he fell asleep. And looking at him, Finduilas and Boromir laughed.

"Do you love him Boromir?" she asked turned her head toward him.

Boromir looked at her confused, "yes of course I do, mamma" he said.

She hesitated for a moment then said "Boromir will you promise me something?"

"Anything" Boromir answered, a little confused.

"I want you to promise me that you will look after Faramir no matter what happens" she said as tears ran down her face

Boromir was still confused but looking into her eyes, he finally understood what his mother meant. And he began to cry with her

"Nothing is going to happen" he said through tears, clinging onto his mother's arm

"Please, you must promise me"

"I promise, I promise" he said hugging his mother tight.

She kissed his brow and said "I love you".

Then suddenly, Hilly knocked on the door gently.

"Come in" Finduilas said wiping away her tears.

"I hope you are feeling better now my lady" she said to Finduilas, then looking at Boromir, she said "bed time for you now young master, come along" she walked over to the bed and picked up Faramir to take him to his room and Boromir jumped off the bed and went to the door and as he walked out, he looked at his mother one last time and went back to his room.

And in his bed, he cried himself to sleep and dreamed of his mother.