Fíli the dwarf is suspicious.

He has been ever since the day he turned around to see his brother with flowers in his mouth and a big, silly grin on his face, far too close to the party's charmingly brave but incompetent burglar. The worst part is that he knows his little brother and he knows that look and he's positive that Kíli's about to make a drastic mistake. The hobbit is soft and silly and can't even manage a bit of stubble. If he's being generous, he might say that he's not sure that the little fellow will make it when all is said and done. If he's being honest, the poor, kindly, little sot is doomed and he doesn't want to see Kíli hurt.

He supposes he could use this feeling in one of two ways. He could make it a direct point to look after the little fellow and, at the same time, his younger brother's heart. Or, he could hover and discourage and make everyone involved rather miserable until they get the message that he, as older brother, isn't going to have any dalliances in the middle of such an important mission as this. The latter sounds unpleasant and unlike him and Bilbo doesn't seem like the type who would really try to hurt anyone. It certainly wouldn't promote the sense of companionship necessary for such a venture as theirs and, most of all, Fíli doesn't want to eat crow should he run across a warm and willing body along the way. It's been an unconscionably long time.

He is a thoughtful, rational sort, after all. It's a quality that Fíli prides himself on. It's not like there's much else to do on a Mirkwood evening with no fire and a grumbling belly and a darkness so thick that he can't even make out his hand in front of his face.

The elbow in his ribs, however, is impossible to miss.

"Ow," he grumbles, elbowing back at the big black silhouette that owns the offending limb.

"I'm trying to give you food, you lout," Bofur grumbles back. "Take it or you'll get none. We've just split the last cake fourteen ways."

"Oh," Fíli reaches out and feels in the dark for Bofur's hand. He finds it and grasps it and Bofur drops a few pieces of crumbly old waybread into his palm. "I apologize and thank you."

They sit together quietly for a moment, Bofur settling in close for warmth. From across the camp comes the sound of indiscernible whispering and his little brother's quiet laugh. Fíli considers, briefly, sharing his suspicions with Bofur but he discards the idea in favor of just not saying anything.

"What were you doing," Bofur asks after they've eaten. "I called out to you four times. You're lucky I found you in this dark stuff."

"Thinking," Fíli huffs, hugging his knees close to his chest and resting his chin there. "This forest weighs on you, doesn't it? I wish we could walk on through the night. I'd reckon we could manage: if you're getting slapped in the face by branches, you're likely going the wrong way."

"Oh, aye," Bofur agrees. "Only we have to stop sometime and I'd, personally, rather travel by the sun than the smack of branches. It just doesn't sound pleasant."

"This isn't all that pleasant, either," Fíli grouses.

Bofur chuckles and, after a moment, Fíli lets up and smiles a little too. Even though Fíli can't see his face, the weight of the forest feels at least a little lighter while sharing a laugh and a little body heat with a friend.

Fíli has never liked spiders. He hates them, actually. They're horrible, with too many eyes and too many legs and poison and pincers. He wouldn't describe himself as terrified of them (the way Kíli is). He generally understands their point and their purpose in the world and has always reckoned that self-defense is the best mode for dealing with them. Leave them alone until they come for you but get them before they make contact. It's served him well so far and many spiders have escaped with their lives. Also, he gets to tease Kíli without feeling like a hypocrite. If they make it out of this, though, Fíli doesn't think he'll ever tease his little brother about his long-held fear again.

He is wrapped head to toe in sticky spider silk, dangling from a monstrous web. He can barely breathe and the spider poison in his veins is making him feel sluggish and ill. He can hear the rustling sounds of the spiders moving in the trees and feels the occasional prod of their enormous legs. Worse than this, though, is the fact that he has no idea what has become of his companions. They could be bundled up right alongside him or they might yet be lost and starving in the woods. Neither of these situations are hopeful ones.

There is no telling how long he hangs there. Time slips by strangely as he dozes and wakes and dozes again. He thinks that he might hear voices every once in a while but the thick webbing muffles the sound of it and it takes too much energy to worry about.

When the commotion starts, Fíli is sleeping and it takes him a moment to figure out what has woken him. His heart leaps as he recognizes the muffled, but ringing voice of their hobbit. The spiders are hissing and screaming and Bilbo is laughing of all things. Fíli squirms anxiously and wishes that he could see exactly what the resourceful little bastard is doing.

Then things grow quiet again and Fíli's anxiety begins to fade into dread. He strains his ear for any sound of Bilbo and the spiders but things are ominously silent in the wood. He frets and then tries to stop himself from fretting because his heart is pounding and he's worried about what will happen if he gets sick while mummified in spider string.

It probably feels like it takes longer than it actually does for the sound of little feet against the bark and the slight dip in the branch that Fíli is suspended from. That's no spider crawling out toward him and if Fíli wasn't bound and sick, he would cheer out loud. He feels a tug on the thick webbing, then a snap and the loosening of the whole bundle. He kicks and squirms and flaps his arms and, with Bilbo's help, manages to free himself well enough to climb up onto the branch where he clings dizzily. The ground is a fair bit farther away than he had imagined and he has to fight off another wave of sickness.

"Got you," Bilbo says, quietly. "I've lead the spiders away but they'll be back when they can't find me again. The others are all here and we need to get them loose as well."

Fíli nods and blinks and scrubs at the sticky stuff left in his eyes.

It turns out that Kíli has been hanging, all this time, only a few inches away. Fíli reaches for his boot knife and follows Bilbo along the branch where it is a matter of a few snips and a burst of frantic squirming from Kíli before the youngest dwarf is free as well. They help him onto the branch where Bilbo carefully tugs spider silk from Kíli's hair and gently brushes his cheek. The moment is over in an instant and Fíli feels too slow and stupid from spider poison to notice or care that his suspicions have been handily confirmed.

Fíli takes back everything bad he ever said or thought about the hobbit. He is, instead, mightily impressed with the little fellow and figures that anyone who would singlehandedly fight off a troupe of giant spiders for him (or his brother which is, really, just as good for Fíli) is worth whatever goodwill he can muster.

Only there's not much to be had with Thorin missing and the awful gnawing hunger in his belly or the ache in his head that is left from the dizzying poison. His weapon is lost and he is still pulling spider string out of his hair and they are still in this blasted forest. Fíli swears to himself that if he ever gets out of Mirkwood he will never return, not for any gold or threat or order.

For now though, he is as content as he can be under the circumstances, resting against a tree trunk in the pale green light while his strength returns and the fuzzy, sickening effects of the spider poison fade. Across the camp Bilbo is fussing over Kíli again. His brother looks as weary as he feels but he seems willing to lie there and accept it while Bilbo plucks the spider string off him, frets over minor cuts and scrapes, and chatters away quietly about things that Fíli can't make out from here. Their eyes meet briefly; Kíli looks from the hobbit hovering over him back to his brother and his brown eyes flash defiantly.

Fíli just shrugs and smiles a bit and all of the hardness leaves Kíli's expression. They look at each other for another long moment and then Kíli rolls toward the hobbit and allows himself to be tended to.

"You've still got a bit…" Fíli feels a tug on his hair and turns to see Bofur, wadding up a strand of sticky silk. He sits down and leans against the tree trunk with Fíli, stretching and sighing and grumbling under his breath. "I don't think we should bother with anymore spiders on this adventure," he says once he's settled in. "I find I just don't care for them."

Fíli lets out a quiet huff of tired laughter. "I vote, 'aye,'" he says. "No more spiders or brushes with death. More food, less walking."

He doesn't yet know it, but his words turn out to be rather portentous.

"Oh, for the love of stone," Fíli grumbles, staring down the shaft of an elegant elvish arrow. Fate is laughing at them, Fíli is sure of it. If it isn't goblins or stone giants or great hairy spiders, it's Elves.

There is no fight in them. The company is too hurt, too tired, and too starved for that.

It isn't until Fíli is bound in line between his brother and Bofur, counting heads, that he realizes the Hobbit is nowhere to be seen. He looks over his shoulder and meets his brother's eyes. 'Where's your Hobbit,' he mouths and Kíli shrugs in response.

"He's still about," Kíli whispers, and the conviction in his answer actually makes Fíli feel a little bit better. Fíli can't help but trust the Hobbit as well. If spiders aren't enough to stop him, then the Elves won't even know what hit them. Then he is blindfolded and he doesn't get a chance to talk to Kíli or search for Bilbo any further.

Their stay in Mirkwood is drastically different from their time in Rivendell. Despite their protests, Fíli sees each of his companions led away down some diverging corridor, presumably to be locked in cells similar to the one he's in now, too far separated for conversation. They are fed well enough, meat and bread and cheese and lots of fresh water, for which Fíli is pathetically thankful. As his strength grows, his disposition darkens and the long lonely days begin to take their toll. The Elves who bring his food will not speak to him, even when he calls them the most horrible names he can think of. Once he finds himself shouting down the empty corridor, near to pleading for some acknowledgement, some voice that isn't his own, and he nearly falls over when he hears a familiar voice answering.


Fíli has never been so happy to see anyone as he is to see Bilbo Baggins peeking around the barred door of his cell.

"Burglar," he answers, happily. He joins the Hobbit at the door where Bilbo is telling an incredible tale, sneaking around the King's Cave invisible, slowly locating the members of the company.

"I haven't found Thorin yet, but Kíli is on the next corridor over. This is a dreadful detour, but everyone seems to be fattening up, so I suppose there's a silver lining to be had after all," Bilbo finishes, shrugging and stuffing his hands into his pockets, as calm and matter of fact as if he were detailing an average evening at the Hobbit hole.

"You're a miracle worker," Fíli says, quite genuinely.

"Not yet, at least," Bilbo corrects him. "I still have to find Master Thorin as well as a way to get the lot of us out of here. I think I can-." A quiet sound further down the hallway draws his attention then, cutting off whatever it is he thinks he can do. "Lunch," Bilbo whispers. "I will return as soon as possible. Eat and keep your strength for the escape. I think it's cold chicken today," Bilbo notes before disappearing entirely.

It is cold chicken, and the staples of moderately fresh bread and pale yellow cheese. Fíli sits down against the back wall of his cell to eat and finds that he feels better than he has in some time.

Bilbo stays away for long periods at the end of which he will return with some message or bit of news. Thorin is discovered, made a prisoner before they had even quite escaped the spiders. This news enrages Fíli more than expected and when Bilbo passes along Thorin's request to deny the Elvenking any knowledge of their purpose, Fíli is happy to oblige.

"I'd have spit on him sooner than tell him, anyway," he assures the Hobbit, who laughs and reaches through the bars to shake his hand. Fíli grasps it and holds on and says, "You are a handy person to have as a friend, Bilbo Baggins."

Bilbo's smile is warm and pleased and he squeezes Fíli's hand in return. "We'll be out of here before you know it, my friend."

He reaches into his pocket, presumably for his magical ring, but Fíli finds himself asking, rather hurriedly, "Bofur? How's old Bofur holding up?"

Bilbo gives him a curious look, his golden ring inches from the tip of his finger. "He is… angry. If we could somehow get that fiend Smaug into the cell with him, now, I imagine I'd have to put my coin on Bofur." He smiles a little and adds, "I'll tell him you asked after him. I think it might cheer him up."

Fíli is left, once more, alone and thoughtful while the little burglar no one had wanted to bring goes about securing their freedom.

Laketown, and all its comforts, is exactly what the bedraggled company needs. Everyone is sore and hungry and dirty after the long trip down the river but the townsfolk seem perfectly happy, even rather excited, to help. Once he's fed, doctored, bathed, and dressed, Fíli is shown to a grand room in the even grander house that has been opened to Thorin and company, all fitted out with four beds large enough for a man, thick rugs, and elegantly tooled hardwoods.

He crawls up onto the large bed and sighs as he sinks into the soft feather mattress. There are piles of pillows and smooth silks and Fíli, after the last few difficult weeks, wonders how long he can lay in one place without going mad.

Bofur appears in the doorway next, looking as much improved as Fíli feels. He whistles appreciatively as he takes in the sumptuous room and moves towards one of the empty beds with a nod for Fíli.

"This is really something," he says crawling up into his own bed and showing off a pleased grin. He bounces on the pillows a bit and lets out a satisfied sounding sigh. "I feel like a prince. A common sort of prince who has to share a bedroom with three others, but I cannot bring myself to mind so much after months sleeping in the dirt."

Fíli nods his agreement but doesn't bother to move. He hasn't yet gone mad. "I'm not planning to leave this bed. Please direct the servants to bring me my meals here in our room. I'd also like someone young and lovely to help with my baths, which I hope to have given to me right here on this mattress."

"Pfaugh," Bofur says. "You're mad. There's a whole town out there waiting to polish our arses." Fíli thinks he hears a rather sour note in Bofur's answer, but he's not sure enough to comment on it.

"See here," Fíli says. "If they want it that badly, I'm sure someone could be convinced to come to my room."

"Pfaugh," Bofur says again. "I've had enough time locked up in rooms. I'm going to stretch my legs, however nice this particular room happens to be."

They recline in silence for a moment and Fíli thoroughly enjoys the feeling of a real bed and the security of being between four walls after months in the wild. He's sure he'll take Bofur's advice eventually and go out for a breath of fresh air but, for now, he's had more fresh air than any one person should ever be forced to deal with.

"Oh, this is pleasant." Fíli cranes his neck again to see Ori at the door. He seems to have already found a few loose tomes to appropriate and he takes them to the third empty bed which, as had the others, he tests immediately. "Oh, very pleasant," he adds, smiling happily as he sinks down into the silk and feathers. "What a lovely room, this is, yes? And quite the reception. I'm so full I was worried I might have to roll here."

"I see you've found some reading material already," Bofur notes.

"The physician has a wonderful library," Ori agrees, enthusiastically. "These tomes came down into Laketown from Erebor before the fall. He thinks they should be restored to the mountain once we've reclaimed it." He fans the three large old books out on the bed in front of him and gives them a long and wistful look. "There were thousands of books in Erebor," he says, and this time there is a sad note to his voice. "To think we should have been reduced to three."

Things fall silent again, though it is a bit heavier than before. Fíli frowns up at the ceiling and thinks of the fabled halls awaiting them, and the fabled wyrm as well. The thought of Smaug is chilling but the idea of Erebor restored is a fire that burns warm, especially here in the safety of their temporary home in Laketown. "We'll have tens of thousands," he says, passionately, finally pushing up into a sitting position. "We have a company of the bravest dwarves I've ever had the privilege to know, we have the craftiest burglar available for hire, and we have Thorin Oakenshield at our fore. We have fate and prophecy on our side. The moon letters in Rivendell, all of our lucky escapes-."

"And unlucky captures," Kíli interrupts from the door. Fíli waves him off and Kíli laughs. "I do agree, though. After all this, I've a good feeling about things. We've made it, despite everything, in plenty of time to reach the mountain by Durin's Day. Is this my bed, then?"

"It is," Bofur answers. "What about Mr. Baggins, though? Where've they put him?" Fíli detects a slight teasing ring in Bofur's voice and he can't help but grin a little as well. It appears that he isn't the only one to have noticed the growing fondness between the two of them.

Kíli obviously hears it as well because he colors slightly and has a bit of a smile on his face when he says, "he's got his own room on the second floor with Uncle. We had an odd man out and he reckoned that Bilbo deserved it."

"Oy, lad." Bofur laughs and Fíli feels like laughing with him. "So I suspect we won't see you in here as much as we would have, aye?"

"I've no idea what you're talking about," Kíli answers but his smile is full on now and Fíli wonders how correct Bofur is.

"You're young, yet," Bofur assures him. "Give it some time."

When the Hobbit himself turns up in the doorway, Fíli and Bofur are laughing, Kíli is blushing deeply red, and Ori looks terribly confused. The sight of Bilbo there, the puzzled look on his face, sets Bofur and Fíli off all over again. Kíli drops his head into his hands and Bilbo crosses his arms, looking somewhere between suspicious and confused.

"What's funny," Ori wants to know. Bofur, already in fits, lets out a long, loud snort and laughs even harder than before. Fíli can't take it.

"I'm sorry," He wheezes, once he's calmed down enough, his eyes damp with amused tears. "I'm laughing at Bofur now. Oh. Ow. Oh, that was funny."

"What's funny," Ori asks again.

"Ah, life's funny, Ori," Bofur answers breathlessly, sprawled across the coverlets with a pillow under his head and a peaceful grin on his face. He meets Fíli's eyes and they smile at each other for a moment and then a moment longer. When Fíli realizes what he is doing, he ducks his head and coughs a little. He spots Kíli, watching him from across the room with interest, and he gives him a stern look in return.

"I'll tell you what," Kíli says then. He gets to his feet and puts his arm around the Hobbit's waist, pulling him close to his side. Bilbo goes with a quiet squeak and an expression that moves from surprised to rather bashfully pleased. "You're right. But I'll say this: I was interested in someone and so I did something about it. Now if you'll excuse me, I'm going to go reap the rewards that come with honesty and directness." With one last smug smirk for his brother, he turns on his heel and pulls the hobbit out of the room after him.

"Oh my word," Bilbo's voice echoes back down the hall after they've disappeared around the doorframe. A few moments later a door slams somewhere upstairs.

A thick silence descends. Fíli looks at Bofur and Bofur looks at Fíli. Ori looks flummoxed.

Such an insinuation! Fíli can't believe that Kíli would say such a thing. Bofur is his dear friend and staunch companion but there's never been anything else there. Bofur has courted women and Fíli has bedded his share of attractive people, too. He's never been afraid to be open with his desires and, if there were ever to be any there in relation to Bofur, Fíli affirms for himself that Bofur would be the first to know. He's not some silly, shy young maiden. He's a dwarf of Durin's line and he's bloody handsome, too. He doesn't need to want from afar when he can nearly always want right up close with reciprocation available. It takes him a moment, with all of his righteous indignation in the way, to realize that he has been staring at Bofur for some time, and Bofur has been staring right back.

"Oh!" Ori sounds positively scandalized. "Are they… The two of them, are they…" He trails off, looking embarrassed, and then makes a rather rude gesture to illustrate his point.

Fíli groans and covers his face with his hands. Bofur, with a weary chuckle, says, "Ori. Don't ever change, lad."

Kíli doesn't come back that night and, the next morning, neither he nor Bilbo is present at breakfast. Fíli fields a few questions from the older dwarves, and makes excuses for the both of them, though he has a rising suspicion that his companions know more than they are letting on about. Kíli and Bilbo might not have courted right out in the open for all to see, but it had been close enough. He is relieved that no one seems too inclined to press the subject. Whether they remain unsure, disapprove, or simply want to allow Kíli and Bilbo a little privacy, Fíli appreciates their discretion.

Bofur moves through breakfast distractedly and, more than once, Fíli catches him looking or is caught looking, himself. He wonders if Bofur is thinking about Kíli and Bilbo or, more particularly, their dramatic exit the night before and the insinuations that had been made. Fíli certainly is. He almost wishes Kíli had kept his bloody mouth shut because it's an entirely different thing to think about someone than it is to want them and Fíli doesn't want to mix the two up for convenience's sake. It doesn't stop him from really considering Bofur and allowing himself to appreciate the genuine warmth of his smile or the kindness in his brown eyes, that fine and impeccably groomed beard. It's not that he's never noticed these things, but they are easier to admit to when he's half convinced that Bofur is thinking similar things about him.

By the time the happy couple has made their appearance, Kíli looking smug and Bilbo looking peaceful, it is nearly time for lunch and the sun is high outside the windows. Fíli meets his brother's gaze with a raised eyebrow and Kíli answers by flashing the biggest grin that Fíli has seen on his face in years. He can't help but grin back even though he really doesn't want to think, at all, about what had gone on in Bilbo's room last night. Not with Kíli figuring into so much of the action.

If anyone had doubted the two of them, they don't leave much room for it now that they've… spent the night together. It isn't that they are showy or touchy; in fact they seem to be trying very hard not to be. It's the looks they share and the way they move around each other. It's in the way Kíli will sit and stare sometimes and the color that spreads over Bilbo's cheeks when he catches him at it, that shy smile of his. Bifur grumbles that it's unseemly, blushing, moon eyed maids with not a proper beard even between the two of them, and for once, Fíli finds himself rather glad that the old sot doesn't speak the Common Tongue.

Even Thorin notices. Fíli has widened his Will Not Leave Unless Forced circle to include the rest of the house instead of just his bed and the two of them are alone in the exquisite library that Thorin has occupied for the books and maps and scrolls, many of which refer to the old kingdom and some of which refer to Smaug. Fíli is studying book spines distractedly and Thorin is carefully picking through a parchment missive so old that it looks as though it will crumble to dust any moment. It doesn't seem the sort of thing one should handle while distracted and, after Thorin has spoken, Fíli considers telling him that instead of answering.

"My nephew and our burglar seem to have found something to occupy their time with," he says, offhandedly. Fíli wonders anxiously where his uncle is planning to take this and he looks away from the books with his eyebrows raised.

"I suppose they have," he says. Things are quiet for a moment longer and Fíli begins to wonder whether Thorin is finished, if he was only looking for a, 'yes,' or if he was only speaking to be polite after Fíli had wandered in and disturbed his reading. Then Thorin continues, his voice thoughtful and his words careful.

"I thought at first that I should discourage it. If this all goes as well as I hope, you will both be members of the court. There are certain expectations there, of course. You'll have to find wives and produce heirs. It's an important business, the carrying on of a kingdom, and there are often times when one must put away personal wants for the betterment of his people." Thorin finally looks up from his scroll, his expression pensive. Fíli's heart sinks a little lower with every word as each hits just a little too close to home. "But then… Then I thought about our purpose. We lost Erebor in a day and with it, the future that had always seemed so secure to me. I lost so much more than my home that day and when I think of-," Thorin stops rather abruptly. He looks away, suddenly more reticent than Fíli can ever remember seeing him. "I should not want any in my company to have such bitter regrets," he says, finally. "Not when it could be prevented with a few honest words. I plan to stay here a fortnight, maybe a little less. That seems enough time to work these kinds of things out, if you ask me."

Fíli can't help the feeling that Thorin isn't speaking about Kíli and Bilbo anymore.

Fíli follows the sound of clashing blades out to the house's handsome courtyard, his head so full that it feels as though it might actually be physically heavier. Kíli and Bilbo are there, carrying on with their swordsmanship lessons. Dwalin, sitting to the side on a handsome stone bench, calls out tips and insults for the two of them in equal measure. Dori watches more quietly, offering his dissent whenever he thinks Dwalin has been too harsh or too lenient.

The hobbit has come far since the first lessons and, though he's not as quick and agile as Kíli is, he looks like he could one day be if they keep this up. The two of them transition fluidly from amusement to deep concentration and they look so bloody happy and good together that it makes Fíli's heart ache just a little.

"You're flapping your arms about like a bird, Baggins," Dwalin chides. "Control your limbs or they'll be lopped right off in the confusion of battle."

Fíli half watches them for a while, Thorin's words playing in his head and a certain smile in his mind's eye. In the end there is nothing in particular that sets him off. He just gets to his feet and goes back into the big house and heads for his shared bedroom, a determined slant to his step. When he gets there though, the door is slightly ajar and Bofur's voice is drifting through the crack.

"I just think it's important that I tell you how I feel," Bofur is saying, "You're fair and strong and as smart as anyone I've ever met."

Fíli feels like he has suddenly deflated. He crosses his arms and leans against the wall while Bofur says the very things he wanted to hear to someone else entirely, even though his first instinct is to simply turn and leave again. He doesn't want to be here for this…

"Well," Bofur carries on. "Maybe not smarter than Ori. At books at least because the lad's got no common sen-."

"No, no, no!" Ori interrupts. "Don't talk about me. Talk about him."

"All right, quiet, quiet. All right, what if I say… 'Fíli. I think you're a fine fellow-'."

This time it's Fíli who interrupts Bofur's speech, throwing open the door without even quite realizing that he plans to do so. Bofur and Ori both jump nearly out of their skins and Fíli realizes too late that he has acted without really thinking it through and now he is standing in the doorway with no real idea of what he should say. Bofur is slack jawed and Ori looks like he doesn't know what to do with himself. In the silence that ensues, he ends up moving toward his bed, hugging a pillow and taking a seat to watch.

"Truly," Fíli asks, finally, and Bofur lets out a great, deep breath and nods his head.


It appears that there's only one thing left to do.

"Oh, marvelous," Ori cheers as Fíli sweeps Bofur up into a long, deep kiss that knocks his hat off and sends Fíli's heart tripping merrily. Bofur's strong arms wind around him and neither of them seems to be able to decide whether they want to kiss each other or laugh so they do a bit of both and Ori laughs with them from his spot on the bed. "Marvelous," he repeats. "That's quite… Oh. Oh my. You know, lads, I think I'm going to step out for a breath of air."

Bofur and Fíli are too busy to say goodbye, so Ori slips quietly out of the room and pulls the door shut behind him.

"Just marvelous," he says again, and heads off down the corridor with a bit of a skip in his step.