Authors notes: All characters and places belong to Tolkien. I'm merely borrowing them, and I'll put them back neat and tidy when I've finished playing with them.

Thanks to Candy for the title.

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He could not sleep. He felt uncomfortable here in the land of Elves. He sat up tensely, wrapped in his blankets, moving only his eyes to glance at his sleeping companions.

The youngest hobbits lay curled in blankets together, the smallest's hand firmly grasping the shirt collar of his elder cousin as if he was scared to let go. Pippin had sobbed himself to sleep less than ten minutes earlier, declaring that the fall of Gandalf was entirely his fault, that he *was* a fool of a Took, and the Lord Elrond *would* have been better to send him home in a sack. Meriadoc had held him close, whispering inaudible words of comfort until his eyes too had finally closed.

The Ringbearer was in a similar position with his loyal servant, whimpering and fidgeting in his sleep every so often. Sam had a possessive arm thrown across his master's waist, holding him gently.

Boromir was out like a light, snoring.

And Aragorn.... was Aragorn sleeping? He could not see for the man's face was buried somewhere between the pillow and the blankets and his back was turned. For some reason, he believed that the Ranger was in fact wide awake.

Closest to him was the Elf, sleeping - if you could call it "sleeping" - and it was he who Gimli watched the closest, amazed at the difference in him in the land of his people. For the first time in Gimli's eyes Legolas actually looked like a prince - fair and noble, powerful and wise beyond the veil of youth that masked his face. There was a change in his eyes as he slept: deep feelings his face never betrayed in waking moments, distant memories, not so distant pain.

He was sitting upright against the strong support of a tree trunk, his golden tresses freed from their braids and hanging loose over his shoulders and around his face, escaping from behind the pointed ears it had been neatly tucked behind. His lips were parted slightly and his breathing was deep and shallow, as of a mortal man in sleep. His eyes were open, though, unblinking and unfocused. To Gimli his companion sat before him as a living picture of all the beauty and all the strangeness that is Elves.

Gimli watched as a faint smile hooked the corner of the prince's mouth and he wondered what it was he saw, as he walked those strange lands unseen to all but an Elven eye, that amused him so.

He sighed with a longing he never realised lay so deep in his heart. He was a Dwarf; his dreams were built of rock and gold, like the foundations of his land and the hearts of his race. But watching the fey creature dozing to the side of him, he felt a burning inside him - an almost jealous burning - to see what Legolas saw, to walk in dreams of trees and sunlight and stars, to wander barefoot through glades and feel damp grass between his toes and cool water of clear streams lapping around his ankles. But he knew that in such lands the feet of Dwarves were not permitted to tread, and he laughed bitterly at himself for thinking such a thing.

"What is on your mind, Gimli?"

The elven prince's voice startled Gimli back from his reverie and he looked up to see Legolas staring at him with curiosity and a slight air of amusement.

"Nothing," Gimli muttered, feeling heat rise in his cheeks and blessing the darkness for hiding his sudden flush of colour. "That is... I was..."

"What?" Legolas gave a slow smirk, as if he half guessed where Gimli's mind had been.

Gimli regretted even starting his stuttering attempt at an explanation. "I was wondering what you were dreaming," he murmured quickly.

Legolas laughed out loud, a sound like music but arrogant nonetheless. "Never before this day had a child of Durin wished to see the dreams of Elves. I fear you have been in my company too long, Master Dwarf! Here, let me check your ears to see that they are not growing into points!"

Gimli shuffled backwards. As true as it was, and as silly as his words and thoughts had sounded to himself, the mocking stung him. And served to remind him of his contempt of these silly pointed-eared creatures.

Legolas smiled gently, but still with mirth, as he leaned towards Gimli on his hands and knees. "Well, first you must become light - so rid yourself of all that leather and those heavy boots - if you wish to become an Elf! And the beard *must* go!"

Gimli growled with rage and indignation at the laughing Elf. "Prince or no, I will not be mocked by you!" He jumped to his feet.

"Gimli!" Legolas caught the Dwarf's arm as he was about to strike. "I am sorry." The smile dropped from his face. "Forgive me. I meant no offence to you." He laid a hand on Gimli's shoulder. "Do you wish to see the woods under the stars? I will show you."

Gimli shrugged the hand away and remained sullen. "I care not." Though there was nothing he desired more.

"Will you let me show you?" Legolas stood and held his hand out. "Please. I promise you, Gimli, you will never see such things again in your life - flowers more brilliant than the richest gold, stars brighter than diamonds, streams like running silver! Please come with me. Come and see what no Dwarf has seen before."

Gimli felt his resistance crumbling under the persuasive gaze of Legolas and with a grumble he followed him out into the trees. They walked up a gentle bank dappled with elanor flowers, whose heads hung heavy and hooded with sleep, a sweet yet subtle perfume rising with the dew. With his eyes focused firmly on the floor, Gimli noticed that the Elf wore no shoes, and his bare feet barely made a print in the wet grass between the flowers. His travel clothes were gone and the silver shirt he wore - that Gimli had only ever had a glimpse of the sleeves of before - shone like mithril in the light of the moon, reflecting many different hues that he could not see the source of. Even his hair seemed to shine like a waterfall of pale gold down his back. Gimli, in his boots and leather corslet, suddenly felt very heavy and clumsy.

Passing through some trees he suddenly caught a feeling of being watched, like the trees were leaning in towards him and whispering to each other behind their leafy hands. He fancied they were laughing at him: "Look my dear! Gimli the Dwarf in the Golden Wood! He has come to love the ways of the Elves! Hear how his fathers laugh!"

Gimli stiffened suddenly and felt the urge to run back and close his eyes and sleep, to escape this ethereal beauty that was enchanting him so. It was surely a trick of the Elves, some sort of sorcery...'Never trust an Elf...'

Again, as if reading his thoughts, Legolas took Gimli by the elbow. "Why are you uneasy, Gimli?" he asked, looking down at the muted Dwarf that plodded almost reluctantly beside him. "If it is about that business earlier with the blindfolds ---"

"No!" Gimli raised his hand to dismiss the apology. "I just feel ... wrong," he spoke in a tone little louder than a whisper, as if he feared one of his forefathers may hear his confession on the wind. "I shouldn't be wanting to see all this. It is the way of my people to distrust Elves, yet I feel myself drawn to everything that is Elvish. Perhaps it is just the wood, and the enchantment of the Lady, but oh Legolas! I cannot help myself! I saw how contented you looked in your dreams and I knew you were dreaming of the wood, and I could not help but wish to see it too!" He fell silent, listening to the sound of his own fast breathing, expecting another outburst of laughter from the Elf.

Legolas slid his arm around Gimli's shoulders. "You are too hard on yourself. Why must you bind yourself to such rules? Your fathers held a prejudice towards Elves built on nothing more than old tales and rumours. And you yourself bore this same prejudice before you had even properly known an Elf. And even after knowing me, and fighting beside me you still hate me merely because of what I am."

Gimli felt a proud rage spurn inside him, a proud urge to defend his ancestors against the harsh words of this Elf but Legolas continued before he could take breath to speak.

"Why must we build our lives upon the teachings of our fathers when they are false?"

"We may when your father locked my father in a cell and treated him as a criminal!" Gimli grunted.

Legolas sighed. "But that was your father and my father, not you and I. Why do we all feel we have to live up to our fathers?! I am not my father, you are not Gloin, Aragorn is not Isildur, and Frodo is not Bilbo! We may be bound to our ancestors by blood but our fate is built upon our own actions. We must all take our own path, and if your path is to walk amongst Elves so be it! We should forget the past."

Gimli stopped and clenched his teeth as his fists balled at his sides. "I will not forget the way your people treated my father and his companions. And held Thorin Oakenshield, King under the Mountain like a caged dog! And how your father joined with the men of the Lake to fight my people for what was rightfully theirs!"

Legolas wasn't swayed by the threat of the angry Dwarf. "It is something I regret deeply, and I was not even present. But your people too have wronged the Elves, many times." He gave a weary sigh. "May we sit?"

Gimli dropped down in the damp grass at the top of the bank, and Legolas seated himself beside him, drawing his knees up to his chest and hugging his shins.

"Why must we fight, Gimli? We are together on a quest to save all our people. Why must we fight?"

Gimli found he had no answer. "You say we must forget everything?"

"I did not mean we should forget the past, I spoke too quickly then. I meant we should not let it influence bitterness of each other." He glanced at Gimli. "Our fathers were enemies, true, but we are not, Gimli; we are fighting on the same side, for the same cause. Now is the time we must rebuild the bridge between Elves and Dwarves, forget the mistakes our ancestors made, and correct those mistakes."

Gimli sat in silent contemplation. It was not the way of his people to make friends with an Elf, especially not one who spoke with such crafty words... The way of his people... Legolas was right. In a time that none of them may ever see the end of he had to cast aside his prejudice and learn to like the Elf. He was already, despite himself. He had to thank him for his life, if nothing else, for it had been the Elf who had gone back to drag him from the danger in Moria. The Elf had risked his own life to save him. He wanted to ask him why but a sudden burst of emotion welled up in his throat and his eyes at the memory of the bodies and the desecrated tomb.

Legolas gave a glance towards him but said nothing, choosing instead to merely place a hand on Gimli's forearm.

"I feel so alone," Gimli whispered, surprised that he felt no shame in laying his emotions bare before Legolas.

Legolas nodded in understanding. "We all do."

"I feel *totally* alone. The hobbits have each other, as do Boromir and Aragorn - though relations may not be good between them - and now you are here among your folk, but I have not seen a Dwarf since we left Rivendell and I don't know if I ever will again!"

Legolas held his gaze for a long moment and Gimli found himself withering under the intense stare of the ancient eyes. As hard as he tried to fight them back, his tears escaped.

Legolas shifted closer to his side and cautiously draped an arm around his shoulders. "You must allow yourself to grieve, Gimli. Do not be so proud."

Gimli was more than tempted to point out that he had not seen a single tear fall from Legolas's eyes, and he should not be lecturing him about holding back grief when he saw that the Elf's eyes were indeed wet with tears. He leaned into Legolas's shoulder, overcome with heartache and exhaustion. Slender arms wrapped around him and Legolas whispered some word of comfort to him in Elvish.

With a growl he wrenched himself from the embrace. "I will be damned before I cry in the arms of an Elf!"

Legolas held him firmly by the shoulders. "Then do not look on me as an Elf."

Gimli reached up and touched the tip of a pointed ear, surprised at his own gentleness. "Oh, how can I not?" His fury melted into amusement. He was too tired to fight anymore.

"I meant look on me as a friend," Legolas clarified with a faint smile. "Please. May I take your hand and call you 'friend'?" he asked softly, extending his hand.

Gimli gnawed his lower lip for a moment then slowly extended his thick hard hand and placed it in Legolas's slim pale one. "You may."

Legolas closed his cool fingers around Gimli's and squeezed his hand gently before he laughed and lay back on the bank, folding his arms beneath his head. "Lie beside me, friend."

Gimli settled back beside him and stared up at the deep black canvas of the sky, at the pale spheres of blue fire, peeping from behind the few lazy clouds as if winking at him.

"I will never understand such things," he sighed.

Legolas turned his head to look at him. "What do you mean?"

"The Moon, the stars. Everything about the Elves is so beautiful and it ails me a little. I feel... I feel jealous."

"You should not. Dwarves make beautiful things I find wonder in. The city of Dwarrowdelf, and the mithril you mined, and only the stories I have heard of the treasures of Erebor, and the Arkenstone of Thrain!"

"Yes, we make beautiful things," Gimli agreed. "We *make* them. We mould them from the rocks and the metals of the Earth to make them beautiful. But everything in your world has a natural beauty that just takes my breath away. You have beauty in the stars, and the forests that you have not even touched. Your people have a fairness no other can equal! You, Legolas, you have more beauty in your face than any young maiden!"

Legolas's eyes grew wide for a second then he smiled, a faint blush creeping over his pale cheeks. "Thank you." He rolled onto his front and supported his weight on his elbows. "Your people have a beauty too." He picked a bud of elanor and cupped his hand around its yellow glow as if he was holding the sun. "True it is not in fair appearance, but there is a fierceness and a pride that is just as lovely. You are just as fair as any Elf, Gimli, in your own way."

Gimli snorted.

"Yes, you are!" Legolas insisted. "Though you may not see it with your own eyes." He passed the bud to Gimli, who took it gingerly from him. "Shall we walk some more? This grass is wet!" He sprang nimbly to his feet and held his hand to help Gimli up.

Gimli took his hand and let himself be led down the far side of the bank.