So this turned out way longer than anticipated. However, you, dear reader, should not be turned away by the length. It's quite good; although, I am admittedly biased. Anyway, the concept came about because not much is touched upon Fili's feelings about being Thorin's heir, and what that means for him. It was meant to be a short one-shot but spiraled from there as things oft do. I have something of a plan for this but we'll see. If you like it/want to see more, please let me know. On another note, for non-horse savvy people, filly is the term for a young female horse. Why point that out? Wouldn't want you to miss out later. Enjoy.

Laketown had not thrown a party such as this one in the history of its existence. The dwarves had not feasted so well since Bilbo's impromptu party nor had they had the chance to enjoy a good ale. And there was plenty of ale, as well as other sorts of drink that brought out the courage in even the most timid of creatures. There was singing and laughter, cheering and boasts, as if tomorrow would not bring about the potential desolation of them all. The promise of gold and the drinking of ale could fog even the most dependable of minds.

However, Fili was not one of those minds. Admittedly, he wished he could be as carefree as the other partygoers. Even his uncle seemed to be truly enjoying himself. There had been many toasts to the honor of Thorin Oakenshield that night from both dwarf and men alike. Music played and dancing commenced as the night grew darker in parallel with Fili's mood. Troubled thoughts refused to be shaken no matter how hard he tried to do so.

His brother was lying to him, to all of them. Fili could see Kili's pain as clear as day. The wound from the orc's arrow had done more damage than his younger brother was letting on, and it worried Fili to no end. Fili had promised their mother that he'd make sure no harm befell his brother. He'd tried to talk to Kili, but Kili denied any serious injury. The dwarf could be as stubborn as their uncle at times, and Fili feared it would get Kili killed. He feared it might be killing him now.

Fili sighed into his ale and rubbed at his face. What could he do? Force Kili into admitting he was hurt? Pin him down and have Oin examine the wound? It didn't sound like a terrible plan. Admittedly, Kili had done a fair job of fooling the others into thinking he was fine, despite falling at the armory. Thorin wasn't. Fili could see that in the way their uncle occasionally glanced at his young nephew. However, the others did not seem to notice Kili's struggling. He hid it well, but Fili had noticed how Kili had not moved from his seat since coming to the feast. Normally, he'd be dancing on tables by now.

And then there was the dragon. He had not found it easy to push away the fear of Smaug. It had felt unreal before, but now they were within the shadow of the mountain. What if they woke the dragon? What if they caused this town's destruction? The people of Laketown were a goodly sort. He did not want to be apart of their demise.

Everything he had ever hoped and dreamed of rested on tomorrow. He was Thorin's heir. As a youth, although some of his kinsfolk still considered him as such but he no longer did, he had dreamed of Erebor. He dreamed of being king one day. It had seemed like a silly dream, a child's dream, but now…now it did not seem so foolish.

The world beyond the Blue Mountains had not been what he'd thought. He had never truly known fear or hunger or discomfort. All of those things he had experienced, truly for the first time, since joining his uncle's quest – his quest, for it was his kingdom too.

His reflection stared back at him from the surface of the ale. What if they failed? If he was not killed in that failure, what left was there for him to pursue? If his dream died before he did, what then? What if they didn't fail? Would he truly become King Under the Mountain? Would he be a good king? Fili had never thought about the true meaning of being Thorin's heir. Like everything else about Erebor and the dragon, it had not seemed real.

And the prophecy. Bard had spoken of a prophecy that claimed Thorin's return would lead to the utter destruction of Laketown and it's people. No one seemed to believe in it, but that did not make it false. He glanced up from his drink to look at the celebration but all he could think about was how tomorrow this building and everyone in it could be reduced to ash. The paled face of his brother stood out in particular.

Quite suddenly, the room felt hot and suffocating. He needed air. He needed to be anywhere but here. Without ceremony, Fili rose from the table and excused himself to find the nearest door. Hopefully, if any of his comrades noticed, they'd just think he'd wandered off to relieve himself.

His mind still raced, but at least the cool night air calmed him somewhat. It was a tranquil night. Although he wandered without direction, Fili still wandered carefully along the docks that connected the town's buildings. The last thing he needed was to fall into the water.

He wandered until he could wander no more and found himself at the edge of a dock that faced the mountain. Cast only in moonlight and shadows, it seemed both a terrible and beautiful thing. His destiny rested within that mountain. He could feel it with every fiber of his being.

"Are you lost?" A voice from behind startled him so badly he near lurched off the dock. Small but strong hands caught the back of his shirt and yanked him back from the edge. Not enough to send them toppling, but enough for him to place both feet back on the docks.

After regaining his balance, he spun around to face the speaker, who'd backed up a considerable distance by then.

The woman had both her hands up, palms out, in a position of defense and apology. "I'm so sorry, I didn't mean to startle you. I just thought perhaps…you were lost since you've been standing here for some time now…and you're quite far from the party…"

Fili shook his head, "no, it was my fault. My mind was elsewhere. Thank you, for pulling me back." He glanced around, actually looking at his surroundings since having walked this way. "I suppose I am lost, now that you mention it."

"You're lucky you didn't fall in to the water earlier. Would you like me to walk you back to your kinsfolk?"

He found the way she phrased the question odd before it dawned on him she must think he'd drunkenly stumbled here and by mere luck hadn't fallen in the lake. "Oh, I left on purpose. I needed to clear my head. Tomorrow will be a…" He searched for the right way to describe the tomorrow that was to come so instead just let the sentence trail into nothing. "I'm not drunk. I realize that is something someone who's been drinking would say, but I swear I'm not."

To prove his point he touched a finger to his nose. "See? Granted, my brother says that's cheating since my nose is so long, easier to touch he says, but…I don't think so…right." Why was he rambling about his nose? Maybe he was drunk. He hadn't anything to drink though. It had to be the stress. The darkness of night hid the color rising to his cheeks and for that he was grateful.

The woman pulled her shawl tighter across her shoulders to keep a breeze from stealing it. Upon further inspection, he realized she was not in much more than a night shift. She was even barefoot. His gaze moved up above her to an open window with embroidered curtains. A sudden realization dawned on him in that moment. "I've been standing outside your bedroom window. I hope I did not make you feel threatened," He spoke with genuine sincerity. "Your husband must be at the party or else I'd be in trouble." Fili offered up a joke with a short laugh.

"You needn't worry, he's been dead for years."

Fili's jaw dropped slightly but no sound came out. He could not have made a bigger fool of himself if he tried. "I'm...so…deeply sorry…that was meant as a…I don't know…I'm not normally this much of a fool but…"

"Please stop apologizing, if he was still alive, you would have been right, and like I said, it's been years and was of natural causes. He was much older. I didn't feel threatened either; I just wanted to make sure you were all right. You can stay here as long as you like, master dwarf. It is a good place to think."

"Thank you…" He sighed the words heavily, offering her now a tired smile.

She tilted her head, as if to study him better and the motion reminded him of a curious bird. There was a short silence before she took a few steps closer to close the distance between them. "Are you all right?" Her tone was soft, undemanding yet somehow unrelenting in its inquisition. It was not the sort of tone one could easily pass a lie in response.

The question caught him off guard. He'd expected her to return home. Why should she care about his mental state? Fili wanted to lie. More importantly, he wanted the lie to be true. The word 'yes' was on the tip of his tongue. Just one little word should not be so hard to say, especially not to a stranger.

He almost had it, almost lied, but then he made the mistake of looking her in the eyes. It was not the color nor the shape nor the long lashes that surrounded them that caused his stomach to clench. It was something else, something he could not describe that lurked within the grey eyes that took a hold of him.

"No…I'm not all right…" He barely murmured the words, and to his ears, it did not even sound like his voice. Those were not the words a dwarf, least of all a dwarf prince, should ever utter. Those were not brave words. He felt ashamed and looked away. Only when she placed a hand gently on his arm did he look back at her.

"Sit with me a while then. Tell me what troubles you."

"It is late, you must be tired."

She responded to him by easing herself down onto the edge of the dock, dangling her feet off the edge. "I cannot sleep. Like you said, tomorrow will be a…" She even trailed off as he did, glancing over her shoulder and patting the dock next to her.

In the same way he could not lie to her, he could not deny her, and so he carefully took a seat next to her. However, he did not sit quite so close to the edge as she did but no comment was made on the matter.

"My name is Fryg, and yours?"

"Fili," He dipped his head in her direction, "at your service."

"Hmm…you don't look much like a Filly, but I'm sure you still make a good mount."

"It's actually Fee-li…the accent…wait…" He stared at her slightly wide-eyed, having not expected such an innuendo from such a demure looking woman.

She did not look at him, simply stared off at the mountain but a cheeky grin played across her lips.

He chuckled, "do you ride often, Fryg? Laketown does not seem the place for it."

"It has been a long while since I've ridden," She quipped back, the cheeky grin growing even cheekier then sobering somewhat as Fryg tried to reign in the conversation, "but this isn't about my riding habits. This is about you."

"That is a shame," Given the topic at hand, he couldn't truly blame himself for looking at her more closely than before. She looked to be in her late twenties, early thirties, but he was a poor judge of age when it came to menfolk. He'd not make the mistake of asking her age. He would not be that big of a fool. As with the mountain, the moon cast her face in shadows and light. However, the shadows could not entirely hide the delicacy of her features from him. "I think I'd prefer to keep talking about you. Why were not at the celebration?"

"How do you know I was not there earlier?"

"I would have noticed you."

It was her turn to flush with embarrassment and look away, "ah…well…that is kind…" She cleared her throat, "I was with family. We did not go."

"It seemed as if all the town was there."

"I'm sure most were, we never have reason to celebrate."

"But not your family?"

"Bard was married to my sister. My nieces and nephew are dear to me. Given his reaction today upon discovering your leader is Thorin Oakenshield, I think you can understand why we did not attend the celebration. I understand his fears. They are mine as well."

Fili remembered the conversation when they were first convincing Bard to smuggle them into Laketown. His wife had been lovely he said. Past tense. Fryg had said 'was married'. Past tense. He did not need to ask further questions about Bard's wife.

"Those fears are my fears too." The time for jokes and innuendos had long since passed. "I'm afraid of what tomorrow will bring not only for us but also for Laketown. I do not want your people to suffer for our quest but…I have dreamt of this day for as long as I can remember."

"Of finding the lost gold?"

He shook his head, "it is about so much more than the gold. Thorin is King Under the Mountain. That mountain," He gestured at the Lonely Mountain in the distance. "That is my people's home. This quest is about going home. It is about restoring what was lost so long ago. We have lived in exile since the dragon stole our mountain. It is time to go home. My people, Durin's Folk, deserve so much better than a life in exile, and I intend to help bring them home or die trying. I just wish we didn't have to risk your home to do so." He spoke with an intense passion that caused him near to shake.

"I understand. Stories are told of the glory of Dale. What was lost to us. We have forgotten much of who we were in those times. If you win back your home, so do those of us descended from the men of Dale. We win back our identity as your people will win back theirs so I cannot blame you for your quest. I wish to return home too."

"But if we wake the dragon and fail…"

"He will wake eventually. He always does, and we always suffer. Perhaps it is time to end it all, one way or another."

Fryg saw the question in his eyes and laughed harshly. "You think Smaug has slept this entire time? No…no he wakes every few years and feeds…I doubt it is out of hunger though...he always takes the best of us. It's like he knows who to take that will make us suffer most." Her hands had formed into tight fists, and there was pure hatred written across her face. "If I could find a way into that mountain and kill the beast myself I would, and I would take great pleasure in it. I'd poison my own flesh and offer myself to him if that would bring an end to Smaug."

A heavy silence fell over them as they sat in the darkness and stared at the mountain where the dragon slept.

"What was her name?"

"Freja. She was a year younger. We were inseparable. Tilda was barely three when it happened. By the time Bard returned, Smaug had returned to the mountain. We have not seen him since." She could not keep the quivering out of her voice. She never could when speaking of Freja. "I have not…spoken of her in…years…we don't talk about it…no one ever talks about who Smaug's taken…I think of her every day…and Sigrid looks just like her now…" Fryg wiped at her eyes, fighting back the tears that had come unbidden.

The thought of losing a younger sibling struck a chord deep within him. His mind immediately shifted to Kili and the foul wound. "My younger brother is with us. He was wounded on our journey here, and I fear it is not healing. He grows weaker every day, but he keeps denying it. I don't know what to do. I promised our mother I'd keep him safe. This is our first time away from the Blue Mountains, away from her. She did not want us to go, but I insisted. I told her it was our birthright, our destiny to reclaim Erebor alongside our uncle. I fear I have failed her and that this wound might...if he's hurt…not just from this wound but from anything. We've been nearly been killed so many times on this quest our luck must be wearing thin and it'll be my fault if he…" He could not bring himself to finish the thought. He did not want to hurt Kili's pride, but he did not want to lose his brother. "I've brought him along on such a dangerous journey. What sort of brother am I?"

Despite her best efforts, Fryg could not come up with words of comfort to offer. Instead, she wordlessly slipped her hand into his and gave a gentle squeeze. His hand felt rough against hers, but she liked the way it felt. At last, she found her voice. "I am certain, that if your brother shares any of your feelings about this quest, you could not have stopped him from coming. You can only protect the people you love so much…sometimes…it's not enough…but sometimes it is, Fili. Don't lose faith just yet."

He held her hand in his, running his thumb along her palm. Fili would not have thought such a small gesture could bring such great comfort, but it did to the both of them.

"So your uncle is Thorin, if I understood you correctly. Does that make you a prince?"

"We have to reclaim the mountain first."

"I will wait until then before using the appropriate titles."

He chuckled, "you could start now if you like."

"Fili, Prince Under the Mountain, Future King Under the Mountain. It does have a nice ring to it, your highness. Or is it your underness?"

"You find yourself to be very clever, don't you?"

"I have my moments."

"But you're right, it does sound nice."

"I think you'll be a good king."

"Why?" He looked away from the mountain and back at her. It was clear he doubted her claim.

She met his gaze so he could see her sincerity. "You care so strongly about your people and you are not yet their king. You have kind eyes, laugh lines, and strong hands. All good signs of someone fit to lord over others. On the night before a day that will change everything, you seek out a place to think instead of a place to drink." Fryg squeezed his hand again. "And, it would seem, that among your people you are still considered young. So you still have time to learn the things you do not yet know."

"Are you this kind to everyone? Or have you just decided to take pity on me?"

"I suppose I've taken a fancy to you and that might make me kinder than usual."

"It's the nose." He tapped it again, mocking himself for his earlier ramblings.

"Most certainly the nose. And the beard. There aren't enough good beards in Laketown."

Fili laughed loudly at that, stroking his beard with his free hand. "It is quite nice, and softer than you'd think." He brought her captive hand to his beard and playfully rubbed his chin against her fingers.

Fryg near giggled at the beard caress and did not pull away. Instead, she wiggled her free hand of his in order to better play with his beard and mustache braids. "I'm sure the maidens of Blue Mountain are missing your beard and dream of it every night until your return."

"Eh…" He chuckled nervously.

"No fair dwarf maiden waiting for you back at home?" She returned her hands to her lap, in case the answer was yes. It would hardly be appropriate to be playing with the beard of someone promised to another.

"Only my mother," Fili responded without much thought then pursed his lips at how that sounded. "By choice."

"Of course."

"I mean it."

"I believe you!" However, Fryg chuckled as she spoke. "Don't pout."

"I'm not pouting. Dwarves do not pout."

"Of course."

"Stop that."

"Stop what, dear prince?"

"You know what, dear lady of Laketown."

"Only if you answer my question about dwarves."

"Ask me anything."

"Do dwarf women really have beards?"

Fili snorted, "that was a lie spread by the Elves. Our women are very beautiful and do not have beards. Some may have a few hairs on their chins, but not full beards."

"Ah, that would be something the elves would do. Very high and mighty that bunch. Good for business, but not very personable."

"They do make a nice barrel."

Almost at the same time, they both broke out into a light laughter that turned into something breathless and heartfelt. They laughed at the jokes and the banter. They laughed because of their situation. They laughed because at times like these, sometimes that was the only thing to do.

Their conversation carried on to other trivial things and faraway places. They spoke of other fears and other joys. They shared stories of their childhoods and of their siblings. Fryg did not cry this time when speaking of Freja for she spoke of better times. Fili spoke of his mother and the Blue Mountains. They spoke of Erebor and of Dale. They spoke of silly things that seemed to hardly matter, like favorite colors and favorite legends. They argued over the proper tune to a mutually enjoyed song, even go so far as singing to prove their respective points. It was mutually decided that Fili was the better singer, but that Fryg was not entirely tone deaf. In truth, there was not much of which they did not speak. All the while, Fili tried his best to bring out her laughter. It was a most pleasant sound to his ears.

After another laughing fit, Fryg offered him a truly grateful smile. There was sadness in the smile but only because she thought of how few times she'd felt this at peace. "It feels good to laugh. I have not in a long time," Fryg commented, still slightly breathless from laughter.

"You should spend more time with dwarves then."

"I would not mind that assuming we survive tomorrow."

"Yes...tomorrow…it is fast approaching."

"It would seem so. You need rest. I'm sorry to have kept you so late." She scooted back from the edge of the dock and slowly stood.

Fili followed suit, pushing himself up to stand and warily eyeing the edge before turning back to Fryg. "Don't apologize. If I'd known coming here would win me your company, I would have left the celebration much earlier and stayed just as late. In truth, I don't want to leave at all."

She smiled shyly at him, still slightly unsure of what to make of his genuine affection rather than the innuendos. Words formed but none were spoken. The smile faded into a more serious look, a look of longing and apprehension. "Then don't. It is a long walk, and we are tired, my home is right here. Tomorrow we might all die a fiery death. If tonight is our last night, I'd like to spend it with you. Perhaps you think I'm crazy or a loose woman, neither of those things are true, and I know you were a stranger at the beginning of this night but you do not feel so strange to me now –"

Fryg could have continued on with her ramblings if not for the fact Fili silenced her by preoccupying her lips with his. Fortunately for him, Fryg was only a few inches taller so it was not a challenging feat to accomplish. The kiss deepened as they lost themselves in each other. As the kiss turned into a nuzzle, Fili spoke with words what he'd already expressed with actions, "you do not feel so strange to me now either. If this is our last night or even if it is not, I would like to spend it with you."

Nothing else was spoken then as Fryg led him into her home. Tomorrow would bring fire, but tonight would bring flames of another sort. Stronger, perhaps, than even dragon fire.