A/N: Some movie-verse, some book, most completely from my imagination. This little ficlet just suddenly popped into my head. It's my attempt to answer the question "Why does Boromir seem so attached to the hobbits?" Recipient of "The Bee Charmer Award Of Excellence."

Warning: This is my first finished work in over 5 years. It's unbetaed (is that even a word?) and wrote itself in less than an hour.

Disclaimer: I own nothing but the plot. All else belongs to master Tolkien, Houghton Mifflin Books, Peter Jackson, New Line Cinema and whoever else the lawyers want to say own a piece of the action.

Feedback both feared and craved

They were exhausted. The fellowship had been walking for many hours over rough terrain through the dark night. At long last they came to a small hollow where it might be safe to stop and rest. Blankets were unrolled, and food rations distributed.

Boromir sat off to one side, lost in his thoughts. He had traveled with them for 10 days in their quest, still unsure of its wisdom. To destroy a weapon of such power, a weapon that could help defend Gondor from the constant wave of evil that crashed upon it seemed folly to him. The people of Gondor-his people- needed protection.

"Oww! Merry, you're pulling my hair out!"

"If you'd stop squirming I wouldn't be!"

Boromir looked over to the source of the commotion. Pippin had been exploring the thorn-bushes that grew thick in this land, and Merry was now attempting to comb out the small branches and twigs that had become tangled in his cousin's hair. Boromir couldn't help but smile as he watched the two. From the level of love shared between the two he would have thought them to be brothers had he not known better. A fragment of a memory tickled his mind, and he felt a pang of nostalgia as the images burst forth…

"Boromir, stop it! Let go!" The child twisted and squirmed, but his brother would not release him.

"Hold still, you're all covered hay and feed and-ugh! What is that?!" Boromir quickly brushed Faramir's tunic clean and began to pick through the seven year-old's hair. "What were you doing in the stables anyway? You were told not to go down there anymore."

"But I wanted to see the puppies."

Boromir smiled as he shook his head, he should have known. Ever since he learned of their existence Faramir had been sneaking down to play with the pups. "You can't keep running off like this. Father will be angry if he learns you disobeyed him." Suddenly he felt his brother's small body stiffen.

"Don't tell. Please? You won't, will you?" Faramir looked up at him, his eyes wide with fear.

"Don't worry, I won't tell. It's alright." Boromir said as he smoothed Faramir's hair. "He'll never know, I promise."

The pair began making their way back home, winding their way through the streets of Minas Tirith. They had almost reached their destination when Faramir pulled at his brother's arm to stop. "Boromir, you aren't going to leave me, are you?"

"What are you talking about?" Boromir halted and gave the boy a puzzled look. "Of course I won't leave. We're family."

"Mama left."

Boromir felt as though his heart had turned to lead. There it was. The thing they never spoke of. Their mother had died two years earlier, had seemed to just fade away. Their father had become more distant and withdrawn afterwards. Boromir knew his mother's death had brought his father much grief, but what about them? Faramir was so young; his memories of her were few and now had begun to fade. Boromir clung desperately to what he could remember, calling them up each night as he lay in bed. Trying to keep her alive in his mind. But father did not seem to share in his sons' desire. He never spoke of her death, never spoke of her, so they didn't either. "Why did you ask me that?" He asked, swallowing the lump that had formed in his throat.

"Last night, I had a…a bad dream. Father sent you far away and you never came back. I was left all alone."

Boromir sighed. He knew how real and frightening his brother's dreams were sometimes, almost as if he were watching actual events. "It's alright, it was only a dream Faramir. I promise you, I won't leave." He pulled Faramir close, wrapping his arms tightly around him. "Don't worry little one, I'll always take care of you."

"MERRY! That time was deliberate!"

"I'm done now, FINALLY."

Pippin ran his fingers through his hair, and then quickly shook his head letting the curls fall back into their familiar tangled mass. "Thank you. But for your information I am perfectly capable of tending to my hair myself."

"Not very likely." Merry smiled mischievously, "You'd be a complete mess if I didn't always take care of you."

Merry's words shook Boromir back to the present. I'll always take care of you. He had kept his promise. He had stood by and protected Faramir all his life. But while he would always love his little brother, Faramir no longer needed him. Now Faramir was a grown man and Captain of the Rangers. He was beyond Boromir's reach. Watching Merry and Pippin though, he realized his days as a 'big brother' were not yet over. He may not be able to help Faramir with his burdens now, but there were others that he could. Rising from where he was seated Boromir made his way to the two hobbits.

"Alright little ones, if the day's grooming is done now," Drawing his weapon from it's sheath he motioned for them to do the same, "Aragorn has provided you with swords, it's time you learned to use them properly."