Bilbo cozily buried himself deeper under the blankets as he lay awake thinking. It wasn't often on their trip that the Company found themselves in an inn, but the weather had been frightful, and Thorin had been injured when a small rock slide had sent the dwarf tumbling down a cliff side. Though he had not been badly injured, he had difficulty walking afterwards and so the inn provided a convenient place to rest and let him heal. So here they were.

Bilbo lay quiet and alone in his nice big bed and listened to the dwarves' snoring echoing down the hall. Gandalf had disappeared as usual, and the Dwarves had settled in for a warm meal and a comfortable bed to take some of the ache out of their bones.

He had expected to fall asleep much quicker than he was, and it surprised him when it was beginning to slip well into the night and he was still awake. He supposed his thoughts were on Thorin, wondering how he was doing. The gruff Dwarf was often so quiet that one could almost forget he was even there.

The two had grown surprisingly close and fond of each other, though Bilbo knew that Thorin didn't want to make it known to the Company. Perhaps that was what kept Bilbo from slipping out of bed and seeking out his friend now. Instead he tossed and turned restlessly, sighing as he shifted slightly to rest on his other side and pillowed his cheek against his arm.

"What a frightful fool you are, Bilbo Baggins," he mumbled quietly to himself, a habit that he had always carried he supposed, "going and falling for a dwarf who won't even acknowledge his feelings before others."

What kind of a love was that when the one you cared for was too embarassed to love you in public?

Closing his eyes and willing himself to wander off to sleep, Bilbo slowly dozed off and for a brief time he could enjoy the blissful peace of sleepy oblivion. Before he knew it, however, there was a sudden light tap on his door and his mind returned to the world of the living. Who could that be at this hour, he wondered?

"I told you he was asleep, why wouldn't he be?"

Bilbo recognized the voice whispering outside his door to belong to Kili, the younger of Thorin's two nephews. What on earth could they be doing awake and tapping his door this late?

"Come on, Fee, lets just go back to bed." Kili's voice whispered again, and there was another light tap at the door that Bilbo could only guess to be Fili knocking.

Curiosity and concern filled the Hobbit's mind as he threw back the blankets and carefully stepped out of bed.

"And do what?" Kili's voice piped up in a small whisper. "You can't sleep and neither can I."

Making his way quietly to the door, Bilbo twisted the knob and pulled it open, glancing out at the startled and somewhat sheepish looks of the two dwarves. For a moment he waited in silence, wondering if either of them would speak up, but when neither did he cleared his throat and glanced down the hallway, first in one direction, then the other, before looking back at Fili and Kili.

"Is something the matter, lads?" he asked, worried for a moment that they had come with bad news. But no, Fili and commented on them not being able to sleep. Well, then why had they not gone to their Uncle instead?

Kili lingered back behind his brother, and Fili picked idly at the hem of his tunic before finally speaking up to explain.

"Well, no... not-not exactly." he glanced back at Kili who shrugged and gave him a look before the blonde brother continued. "It's just, Thorin's hurt and he won't talk to anyone, and I suppose it's nothing new because he's always been kind of quiet, but me and Kili can't help but worry when he does, and..."

At this point Fili just seemed to be rambling as he couldn't quite place his words, and Kili sighed and stepped forward to come to his older brother's rescue. Bilbo, meanwhile, just watched on curiously, wondering what the point of this conversation would end up being.

"It's just that we can't sleep. We're used to having Thorin right nearby, you see, but he's injured and ill and we just..." Kili trailed off here, but Bilbo could guess the rest.

Bilbo offered a small smile of understanding and, though he still couldn't see why they had come to him instead of one of the others dwarves whom he was sure they were closer to, he stepped slightly to the side and held out an inviting hand toward the room he had been given.

"Would you like to come in?" he offered, and the lads sighed with relief and nodded, shuffling in one after the other. Bilbo closed the door and then moved about to light up a candle to make it a bit easier to see.

The curiosity gnawed at him and he couldn't help but ask as he turned back to the young dwarves, who had settled comfortably on the edge of his bed.

"Why come to me? It seems Balin or Dwalin would be better company to comfort you about Thorin..." he wondered aloud, and Fili and Kili glanced at each other shyly a moment before looking back up at Bilbo.

"Well, Uncle Thorin trusts you..." Kili started, but Bilbo unintentionally interrupted him with a scoff.

"Thorin hasn't agreed with my joining the Company since this whole thing started." he said somewhat bitterly, but Fili quickly shook his head and rose to his feet again, stepping up toward Bilbo.

"That's not true!" he insisted firmly, and Bilbo frowned inquisitively, wondering what Fili was getting at. "We know," he said quietly, "we know that Thorin and you hold affections for each other." Bilbo's eyes widened in surprise, and Kili chuckled lightly as he joined in.

"Thorin thinks nobody notices, but he doesn't know how closely we watch." he admitted, and shrugged as he continued. "I suppose that's why we're here. Thorin loves you, and that's good enough for us, and so when we couldn't sleep for worry of him the next person we thought to seek comfort from was..." he trailed off slightly, looking embarrassed.

Bilbo's expression had turned from one of surprise and shock to a gentle and touched smile. He didn't realize the boys knew, or thought so highly of him because of it. His heart flew with this news, and it made him feel a little better to know that Thorin's sister-sons approved.

Kili, still sitting on the edge of the bed, gave a small tired yawn, and Fili took up the conversation. "I suppose that's why we're here, really... we were wondering if maybe..." his lowered his gaze shyly, but Bilbo could guess the rest. He was a smart Hobbit, after all. Perhaps smarter than they gave him credit for.

"Would you like to bunk here for the night?" he asked, and Fili and Kili broke out into relieved and grateful smiles, and the worry and concern for their Uncle was more evident on their faces. Bilbo's heart went out to them and he hated to see them look so forlorn over their Uncle's well-being.

"Come on, then. I don't mind," he said, blowing out the candle he had lit and moving toward the bed. Fili and Kili quickly moved and let Bilbo get comfortable as he settled around the middle of the big bed. Then he patted either side of the bed as he invited Fili and Kili to slip under with them, and they gratefully obliged as they settled down and curled up next to the Hobbit.

He hadn't realized how protective of the boys he felt until now, and he snugly wrapped and arm around each of them and hugged them tight. Fili was on his right and snuggled in close as his hand gently held the loose cloth of Bilbo's tunic, and Bilbo hugged him close with one arm. Kili lay on his left, his arm reaching out to lay across Bilbo's chest and grasp onto the fabric of Fili's tunic across from him and his head nestled comfortably under Bilbo's chin, and Bilbo gently petted his hair as he held the boys close. They seemed more at ease, and their worried minds seemed to rest better now as they snuggled in and slowly drifted off to sleep.

Again Bilbo found himself laying awake, but this time he didn't mind so much. He listened to Fili and Kili as their breathing evened out and told him that they had finally dozed off, and by their peaceful breathing he could only assume that his presence aided in their comfort and it brought him happiness. Thorin loved him and his sister-sons gained comfort from him. Bilbo could think of nothing that could bring greater joy to his heart as he lay quietly and and listened to them sleep.