AN: So I was reading this fic where Fili and Kili cuddle with Bilbo and since I'm not totally against the Fili/Kili pairing, this idea popped into my head and I'm extremely excited to write it. Hopefully it's not too bad and the characters aren't completely OOC. There should have been more Fili and Kili in the movie, dammit!

WARNING: Incest, sex, perhaps some OOCness and threesomes.

DISCLAIMER: I don't own the Hobbit or LOTR, both the books and the movies. But I'm pretty certain what would happen if I did *cough* Thilbo *cough*

By the way, I usually do have some shame, but when it comes to Kili…hehe.

The journey was long and tiring, more so than Bilbo Baggins had ever expected anything to be. Thoughts of rolling green hills, freshly baked bread and fish, new flowers and South Farthing pipe weed floated through his mind as he lay on top of his bedroll. Dinner had been measly, the ground was hard and the general area was uncomfortable. He was never comfortable, nowhere, not once. But he had signed up for this and promised not to go back on his word, despite looks of ire and skepticism he got from Thorin, the leader of this little espionage.

"You all right Bilbo?" Bofur asked from his seat across the fire.

"Hn," was all the Hobbit replied with, falling into a rough sleep that lasted only a few hours at a time, like usual. He woke to the changing of shifts at around three am. They only had about three hours left until they would undoubtedly continue their journey, but now he was wide-awake, with nothing to do. Groaning, he sat up and stretched his aching limbs.

But with a quick glance at the tree line, Bilbo saw a disturbing sight: smoke. A thousand thoughts of what it could be flitted through his mind as he began to panic. Had Orcs found them again?

"Bofur!" he hissed, being quiet so the others wouldn't wake up and panic like he was. "There's smoke over there! What if it's the Orcs again?"

"Calm yourself Master Baggins. 'Tis only a hot spring," Balin explained, amused with the Halfling's panic-struck expression.

"Are…are you sure?"

"Yes; I've travelled this route many times, and we saw it during patrol around an hour ago."

"Oh…" Wait, what? "Wait…a hot spring you say?"

"Aye." The Hobbit sat deathly still for a moment, eyes wide, before he took off in the direction of the rising plumes of grey.

"Bilbo, wait!" Bofur shouted. "Fili and Kili…" The Halfling had failed to notice the two empty bedrolls next to his, or Bofur's call of warning.

Finally, he thought, I can have a decent bath. He felt snobbish thinking about it, but comparing this life to his previous one, he knew he was spoiled, and he damn well missed it. There was no way in the pits of Mordor he was going to miss this chance to soak in those hot waters for at least a few minutes.

After two minutes of walking in the direction he presumed was right, a steaming pool came into view. There was a small cave at one end, and the other progressively got shallower until it was like a beach, with a strip of soft white sand. The tiny grains felt good against Bilbo's worn Hobbit feet, and he stood there, basking in the glow of having warm feet for the first time in weeks.

Sighing happily, he took off his jacket and vest. When he was about to slip his suspenders off his shoulders, a splash was heard and he stopped instantly. Leaning to the left, he looked around the multiple rocks sticking out of the pool, trying to see what had made the noise. Small ripples floated out from behind a rock by the cave, so he walked around the edge of spring, thumbs under his suspenders.

He stopped dead in his tracks when he saw what had created the disturbance of the water.

Two dwarves leaned against the rock, completely entangled in each other. He didn't have to see their faces to know it was Fili and Kili. Their mouths and hips moved against each other as they feverishly kissed, groped and moaned, sliding wetly against one other in the dark water. All of Fili's braids had fallen out, the beads set on his pile of clothes next to Bilbo's feet. Kili's hands shot up into his brothers hair and his head was thrown back, mouth letting out a long drawn out moan as Fili continued thrusting and licking up his sibling's neck.

They shuddered together and collapsed against one another for a few seconds, before their eyes met with a mischievous glint. It didn't take long for Fili, who was facing the edge of the pond, to spot the wide-eyed, open-mouthed Baggins watching them in complete and utter shock.

"Well brother, it appears we have a guest." Kili turned and grinned at the sight of the burglar standing on the beach, paralyzed with surprise.

"Oh; does Master Baggins like to watch?" he hissed lowly, a playful hint to his voice. At the mention of his name, Bilbo snapped out of his astonished trance and opened his mouth to say something. No words came out and he just stood there like a fish breathing on land, mouth opening and closing.

"I think the more important question is does he like to play?" Fili purred, and frisky smirks appeared on both their faces as they waded out of the pond and stood before their little friend, who backed away as they approached. A blush covered his face when he looked down, catching a glimpse of their arousals.

"Well?" the brothers asked in unison.

"U-um…n-n-no, I was just…uh…shocked and…never mind, I'll j-just go back…" He attempted to make a run for it when his wrist was grabbed by Kili, who looked ridiculously attractive with his wet hair plastered to his face and muscular shoulders.

"Just tell us what you want to little one, and we'll gladly give it to you." Kili leaned toward him, abs rippling, as if to kiss him. Bilbo had never blushed as hard as he did in that moment, understanding exactly what they meant. Yanking his wrist away, he ran and grabbed his shed clothes, running as fast as he could back to camp.

All Fili and Kili could do was snicker and dry off, already planning more games in their minds.

The next day, Bilbo kept his gaze directed at the ground when he woke. He was horrified to learn that they would be staying in this campsite for a few days as some of the dwarves went to a nearby town for work, in return for food and supplies. Their provisions were nearly gone, and they needed money to get more, so here they would stay. Dwalin, Thorin, Glóin, Bifur, Dori and Nori were all going, leaving the other eight behind to fend for the camp.

And this group just happened to have the two Durin brothers in it.

Bilbo couldn't understand why they hadn't gone. They were the youngest, which generally earned them the harder tasks of the journey. So why hadn't Thorin chosen them to go? The grouchy Hobbit couldn't help but glare at the departing dwarves as they left. Why couldn't he have a few days of peace?

"Yee all right burglar?" Balin asked as he read through one of the numerous scrolls he carried with him.

"Oh…yes, I suppose."

"What's bothering you Bilbo?" Bofur questioned, seeing through his friend's façade. Out of all the other dwarves, the Hobbit had become closest with Bofur. Well, he had been closest with the Durin brothers, but he feared their company at the moment.

"It's nothing. I'm just…homesick I guess," he lied. Last night's escapade was too embarrassing and shocking to even think of, much less talk about.

"Don't worry; you'll be back in your bed and before your warm hearth before you know it!" Bilbo smiled a little before a sudden question popped into his head, one he could ask without being suspicious.



"Er…how close are Fili and Kili?" Balin and Bofur looked at him in shock. Did they know something he didn't?

"Why do you ask?"

"They just seem…abnormally close for siblings."

"Yes, well, their parents didn't have much time for them when they were younger, and unlike most dwarf siblings, they're only a few years apart. They do everything together and are very close; they even braid each other's hair, which is generally reserved for lovers only." Bilbo spit out the water he was drinking, ignoring how it sizzled on the hot rocks next to the fire.


"Yes, but Bombur braided my hair last week since him and Bifur are my only family here. We have to make do with what we have out here in the wild you know." The Halfling mutely nodded his head and leaned back against a rock. Lovers? It was definitely confirmed now.

There were some strange, very inappropriate things going on between the two brothers and he in no way wanted to be caught in the middle of it again. But still, he couldn't help but look longingly toward the steam rising through the treetops in the distance. He never did get to take that bath.

He couldn't resist anymore. He had to get into that bath. It was the last day they would be staying in this spot, and probably the last time he would have a chance at a nice hot bath before their journey's end. Bilbo made sure Fili and Kili had been sent off somewhere before he slunk away, hopefully unseen and ignored. Now was the one time he wanted to be forgotten amongst the dwarves; it would be safer that way.

The Hobbit made sure to check the pool from all angles before he stripped off his clothes quickly and jumped right in. That was a mistake; the water was hotter than it looked, and burned his skin, but in a way that became oh-so-pleasurable after several seconds of wincing and standing still. Sighing contentedly, he went to a rock—careful to make sure it wasn't that rock—and leaned against the warm stone, letting himself soak in the blissful heat before he actually washed his hair out, and washed the grim from his skin.

The moon was shining high in the sky, giving even more light to the flickering stars. It truly was a beautiful sight, and felt almost mystical in this little hot spring of his. Taking a deep breath, he plunged under the water, moaning at the feel of the hot water on his face. It was just what he needed to relax.

He surfaced to breath and in progressive process, washed the dirt, sweat and grim from his hair and body. It felt good to be clean. He was underwater again when a small undercurrent hit his face. Swishing his head through the water, Bilbo froze when he saw two pairs of legs—and other parts—walking toward him through the water.

Gasping, he brought his head into the cool night air to find none other than Fili and Kili in front of him, smirking down at his tiny form. He slid behind the rock next to him and peered over the edge at the two brothers nervously.

"Um…can I help you?"

"That depends; do you want to?" Kili teased.

"Yes, you never answered us last time burglar."


"Yes. You never told us what you want." Suddenly both brothers were cornering him against the rock and he whimpered; not out of fear, but embarrassment and, gods help him, arousal. The site of the two siblings dripping wet and naked in front of him was too much to handle; he had always noticed that they were far more attractive than their other companions, even their uncle Thorin.

"I…um…I want to help you get back Erebor…" he muttered weakly, knowing they weren't talking about that kind of want.

"You know we don't mean that," Fili whispered before Kili leaned forward and nipped his ear, making the Hobbit jump and emit a humiliating squeak of surprise. Both brothers laughed as his pathetic attempt at refusing their advances and his own feelings.

"To hell with this," Kili growled and pushed forward to capture Bilbo's lips in a searing kiss, making the Hobbit freeze on this spot. His widened eyes looked over Kili's shoulder to see Fili rubbing this thumb over his brother's hip, as if encouraging him. Suddenly a tongue was pushed into his mouth; Bilbo pushed and shoved, trying to get out of this horribly un-Hobbit-like situation when the dwarf pressed their bodies flush against each other.

Bilbo gasped at the feelings of Kili's hardened arousal pressing between his thighs. It brushed against his own intimate region and he gasped again, giving the questing dwarf's tongue entrance to his mouth. One hand lifted up to his face while the other stayed at the small of his back, holding him in place.

"K-Kili…no…stop…" he murmured. Seconds later he gave in and kissed the dwarf back as fiercely as he could. It had dawned on him quite some time ago that he probably wouldn't be going home after this journey's end, so he would enjoy it as much as he could before his time was done.

Two throaty chuckles filled the air before he was lifted and pushed forward into Kili's arms. He was then pushed back, into the open embrace of Fili, who held him as his brother continued kissing the Hobbit. Thumbs rubbed circles on his hips from behind as fingers from the front trailed down his chest, his abdomen and even lower. He couldn't help the gasp that accompanied his heavy blush when those straying fingers brushed against his now hard crotch.

"It looks like we have another player brother," Fili mumbled as he started kissing down Bilbo's neck. Both of the brothers were thoroughly enjoying the sweet torture they were putting their burglar through. Not that he was complaining.

"Are you ready Mister Baggins?"

"F-for what?" he stuttered, trying his best not to sound as hot and bothered as he really was. If there were two people he wouldn't be able to fool, it would be the Durin brothers. Grinning wolfishly, Kili sucked in a breath and went below the water's surface. Bilbo was watching how his long hair fluttered in the slight current, wondering what he was doing, when suddenly a hot heat enveloped his arousal. His hands shot down into the long black strands of hair and a tongue moved expertly around his erect member, moving with skill and precision.

To add even more of the unbearable heat, one of Fili's hands trailed down and grabbed one of his buttocks gently before reaching further down and circling his secret entrance with one finger. Bilbo gasped, unable to form any other sound; by Aulë, what were these two doing to him?

The wandering finger pressed inside his folds softly, making sure to go slow so he wouldn't be hurt. Kili came up for air and a deep kiss. He leaned over the Hobbit's shoulder to give his brother an encouraging peck before delving back down, running his tongue and teeth up the Halfling's stiff shaft.

A girlish whimper escaped Bilbo's lips as the simultaneous pleasuring continued on and on. These brothers knew how to treat another man, that was for sure.

"Are you going to come soon, burglar? Kili is ready for you." Said dwarf surfaced and kissed Bilbo's stomach, pumping his arousal with one hand while doing the same for his brother. Fili hissed at the intimate contact, but didn't stop his preparation of the Hobbit in his arms.

"Nnn…" was all he could say before Kili dove back down, sucked on him once more before he spilled out into the dwarf's mouth with a sultry groan. Fili laughed as Bilbo lay limp against him, recovering from his intense—and first—orgasm. "Please…" he groaned, not knowing what he was pleading for. He wanted to get away from all of this, to spare himself even more embarrassment and humility at the hands of these two. But he also didn't want the insane pleasure to stop, not for a moment. And he was sure the brother's weren't even close to finished with him.

"'Please'? I think it's time to continue brother," Kili smiled, reaching a hand down to stroke himself. Bilbo looked away, ashamed, but slowly looked back at the strangely arousing site. Fili disentangled himself from the Hobbit and reached for his sibling, pulling him close for an intense kiss that went straight south for their audience. Bilbo swallowed thickly before they turned to him and pulled him in between them, both of their arousals brushing up against the most intimate areas of his anatomy.

"Are you ready?" they whispered in his ears. He hesitantly nodded and didn't need to untuck his head from Fili's chest to know they were grinning like mad men. Suddenly he was being held around the waist by Kili from behind and Fili moved to embrace his brother from behind as well. Just as Bilbo realized what was happening, he was pushed gently up against the rock before Kili slid into his prepared entranced, moaning as he was penetrated by his own brother at the same time.

They all stopped moving for a few seconds, to let each other get used to the unusual treatment their bums were receiving. Kili kissed, licked and sucked on Bilbo's neck, moaning at his own ministrations and his sibling's. It turned on the little Hobbit even more when he realized he would have hickeys on his neck, thought why that would please him, he didn't know. Then they were moving together, softly pushing the Hobbit up against the rock with each thrust. It wasn't love-making, but it wasn't harsh, cold sex either.

A groan escaped Bilbo's lips as he shuddered and came, his seed mixing in with the hot water enveloping his lower body. Kili soon followed him, along with his brother. The feeling of Kili's essence inside him was strange and foreign to say the least, but he was too sated to really do anything about it. He slumped against the rock and watched as Fili had his way with Kili again. He was too tired to be aroused, but he was sure this memory would haunt every bath from now on.

"Tired, are we?" Fili mumbled as he dragged the Hobbit out of the water and onto the sand. It clung to their skin as they all laid on the small beach for a few minutes before they heard Thorin calling their names. Bilbo shot straight up, wincing at the unexpected pain in his rear, and shakily stood. He may have given in to these two deviants before him, but there was no way he was getting caught in this situation by their group leader. No way at all.

The dwarves helped him dress and then proceeded to dress themselves. They were all walking, or Fili and Kili were as Bilbo was too busy limping, through the woods in the direction of the camp when Balin and Thorin broke through the trees in front.

"Where have you been? We need to start early tomorrow; you should be getting your rest." The dwarf king glared at Bilbo as if it were his fault entirely.

"Sorry uncle, we were keeping Master Baggins from returning. We're headed back now though," Fili explained. The two older dwarves gave them strange, suspicious stares before shrugging and turning back.

Blast it, they probably know! Bilbo thought to himself as he tried to suppress his limp.

"Sorry if I hurt you. It's always sore after the first time," Kili muttered in his ear. Bilbo shot him and over-the-shoulder glare, not bothering with a verbal answer. The two brothers snickered as they finally reached the camp. The Hobbit tiredly set up his bedroll on the edge of the group, not feeling comfortable enough to sleep near them yet. He knew he was still unwelcome in most of their eyes.

However, it surprised him when he opened his eyes to see Kili making his bed on the his right, and Fili on the left.

"What are you doing?" he hissed.

"We're making sure our burglar is protected," Fili answered simply. No one seemed to be paying them any mind and the brothers were all smiles, all traces of playful inappropriateness gone.

Then, it was that Bilbo realized what had transpired not an hour before was not an act of dominance, aggression or some sick part of their twisted game. They truly cared for him, and were now trying to show it in a more meaningful way. As if to affirm this, they both snuggled up to his sides, one arm from each draped across him.

Smiling as he fell asleep, all he could hope for was that no one else was looking.

I hope they weren't too OOC here, but I don't see how they wouldn't be since this didn't actually happen in the book or movie. There will be one more chapter that is more fluffy than smutty, so stay tuned.

1/20/13: I have a poll up on my profile to see if my readers want another Thilbo fic or a Fili/Kili (Durincest) fic. Vote now! :D