((this is also not the sad chapter I promised you, that will come later~))

Things changed after Rivendell.

Not right away, mind you. They set off from the valley of Imladris, and at first they were all in high spirits. Even Bilbo slept easier – something about Rivendell had calmed him, and he felt more confident than he had in a long time. He found himself dreaming of the elves as much as he did of home.

But slowly, the shadow of the mountains crept closer and closer, and a grim air of unease settled over the Company. The mountains looked harsh and uninviting, and the forest felt dark and forbidding, and the nights grew colder the nearer they got to the foothills.

Unconsciously, or so it seemed, their little camps grew smaller. Families huddled together, and everyone shifted towards the fire. Nobody said anything, of course. Bilbo doubted the dwarves would ever own up to their unease. But he could see it in their faces, the set of their shoulders, the number of times one of his companions jolted awake in the middle of the night, looked around self-consciously, and settled back down to sleep. By the time they reached the mountains everyone had grown terse in their apprehension.

Then the real cold set in.

Bilbo felt it worse than the dwarves. His respectable walking clothes did very little to keep out the chill. Bofur (dear, kind Bofur) offered him a spare jacket, but it was much too large and encumbered his walking, which was a definite problem when Bilbo was having a hard enough time keeping up with the dwarves anyway! He accepted it graciously at night, though, wrapping it around himself as an extra layer within his bedroll. This damnable cold will be the death of me, he thought, teeth chattering as he tried grimly to fall asleep. Not trolls, or orcs, or dragons, but this damnable cold.

It got worse the higher they got into the mountains. Trees became scarce, and shelter as well, so that often they had to make do without a fire (due to lack of firewood or lack of concealment, or most commonly both). The nights became even more miserable, and the camps continuously smaller, and any inhibitions Bilbo might have had about sleeping almost on top of his companions were quickly eclipsed by the need to be warm.

And the dwarves were indeed very warm. Bilbo had noticed, much to his confusion, that they seemed to burn with some kind of persistent fever, so that their skin was always incredibly hot to the touch. He mentioned it in passing to Balin, worried that the Company was coming down with some kind of illness, and received a knowing chuckle in response.

"The fire of the dwarves, laddie," Balin had said. "It's not just allegorical. We're made of sturdy stuff, and we carry our own blazes within us, to keep us warm in the coldest and darkest of places. It runs in our veins. So no, not an illness. A blessing."

Blessing indeed, Bilbo thought, inching closer to Oín.

With the temperature dropping steadily each passing night, Bilbo had little chance of falling asleep right away, and so his habit of observing his slumbering companions became just as pronounced as it had been when he'd first left home. He saw Dori, making do with only one blanket so that Ori could have three. He saw Gloín, meditating over his locket for longer than he used to. He saw Bofur sleeping with his hat pulled right down over his face, all the better to keep his nose warm. He saw Dwalin, sleeping soundly the same as ever, the only one of the Company who seemed not to be bothered even slightly by the cold (if his rolled up sleeves were anything to judge by).

On the coldest of nights he saw Fili and Kili set their bedrolls on either side of their uncle, and inch by inch throughout the night drift closer towards him, till they were nestled right up against his great overcoat with their faces pressed into the fur. Whether this was a pre-meditated strategy or not Bilbo had no idea, but he silently congratulated the lads anyway – of all the dwarves, Thorin seemed to be the warmest. He radiated heat like a furnace! Probably because he's so grumpy all the time, mused Bilbo. Well, at least that resentment is useful for something. If Thorin had been a more agreeable dwarf, Bilbo would not have hesitated to lay out his own bedroll beside him! Pride withered in the face of the cold.

Then there was the goblin tunnels, and Azog, and Thorin almost dying.

Despite all that had happened, Bilbo could get no sleep that night at the bottom of the Carrock. His veins were still afire with adrenaline, and his heart was still full from Thorin's words, and his whole body was stiff and sore. He settled for sitting and watching the Company sleep, smiling at the sight of Thorin, for once, in a deep slumber. Bilbo thought that Gandalf must have worked some magic on the dwarf. He was usually such a light sleeper, more than ever as of late.

Kili started getting nightmares. Bad ones. Ones that made him sit bolt upright in the middle of the night, his eyes wide open and his chest heaving as he gasped for breath. He scared Bilbo nearly half to death the first time it happened, and before he could even think of going over and comforting the lad, Fili had already sorted it out – he slid one arm around his little brother's middle and gently pulled him back down, murmuring comforts and reassurances as Kili settled once more into his bedroll. Bilbo could see the gleam of Fili's open eyes in the darkness. He didn't close them again until he was sure his brother was asleep.

At Beorn's house they all slept soundly. Gandalf had assured them they were safe enough inside till morning, and so they all settled down on the hay-strewn floor, clustering together in one warm corner of the room. It was by far the most comfortable sleeping arrangement they'd found themselves in since Rivendell (even if it smelt distinctly of horse hair).

Mirkwood saw an end to the good cheer. The sun quickly took its leave of them, retreating far above the thick canopy to shine upon less miserable folk. Very soon they were wandering in a sort of perpetual twilight, their eyes always searching for a lightening that never came. The air was close and heavy with spores. The water, when they (unfortunately) found it, was black and unhealthy-looking. The fauna itself seemed out to get them. Tree roots would trip them up at every opportunity, and every innocuous-looking, helpfully-placed branch turned out to be covered in tiny spikes or irritating hairs. Bilbo took to walking along with his hands in his pockets, turning his ring over and over again and wishing to see something green and healthy.

The nights were almost unbearable. The unsettling silence of daytime Mirkwood was replaced by a symphony of the most disturbing noises Bilbo had heard since the goblin tunnels. Peculiar scrabblings and scufflings could be heard all around their little camp, and horrible wet breathing sounds, and a long, slow rasping as if something was dragging its belly along the floor. All this Bilbo might have been able to endure, if he had at least been able to see something! But the darkness was absolutely solid, and not even the excellent night-vision of the dwarves could make anything out in the gloom. Bilbo mourned the loss of his old habit of watching the slumbering dwarves. Now he consoled himself to lying on his stomach with his head buried in his arms, doing his best to block out the horrible sounds of the forest, and trying desperately to get even a wink of sleep.

Needless to say, he did not get much sleep. And neither did any of the others, if the sounds of constant tossing and turning was anything to judge by. At least poor Kili's nightmares eased – one generally needed to be asleep in order to have bad dreams.

There was no rest in the Elvenking's halls, and none at Bard's house, at least until the dwarves had been discovered by the Master, and then just as quickly befriended. Then they were given comfortable lodgings in the town hall, and told that if they had need of anything they were simply to ask. It was certainly a nice change. Bilbo almost wept at the sight of the little pallet that had been set out in the corner just for him.

The dwarves settled down to sleep quickly that night, exhausted not only by the escape from Thranduil's dungeons, but by the enormous feast that the Master had put on in their honour. Once the festivities had died down the Company all collapsed onto their respective beds or pallets (or the floor, in Bofur's case) and promptly fell asleep.

All except Bilbo.

The hobbit felt, in his gut, that this would be one of the last times that the Company got a good night's sleep for a long, long while. And it was likely the last chance he'd have to quietly observe his slumbering companions for just as long a time. He didn't know what the next few days would bring, but an opportunity to lie down and rest didn't really seem viable, no matter how it turned out.

So that last night in Laketown saw Bilbo sitting up in the middle of the night, his arms wrapped around his legs and his chin resting on his knees, watching the sleeping Company in the flickering candlelight.

At first his eyes simply skimmed over the room, taking in the location of his friends, seeing if they were all asleep. But slowly, he found himself focusing on each of the dwarves individually, taking note of their breathing and their slightest movements and the positions they'd lain down in. They've changed, he realised with a jolt. They've all changed.

They weren't huge changes, for the most part. The casual observer would probably not have noticed them. But for Bilbo, who'd watched them all from the start of the journey, on more nights than he could count, they stood out starkly as reminders of what they'd all been through.

Balin's sword no longer lay near at hand, but in his hand, lying carefully across his stomach. Bofur's hat was, impossibly, even more filthy and tattered. Once or twice while Bilbo was watching, Bifur sat bolt upright, stared around for a moment, and then lay back down again – a far cry from the motionless dwarf Bilbo had first observed at the start of their journey. Bombur's snoring was still as pronounced as ever, but he did not sleep so heavily anymore, and jolted awake quickly when Bilbo accidently stepped on a creaky floorboard beside his head. Oín looked older now, more tired than he had been, and Gloín slept with a deeply furrowed brow, troubled in his sleep by uneasy thoughts. Nori and Dori had drawn their pallets right up to Ori's in their usual huddle of protection, but the youngest Ri brother no longer slept quite so curled up, and Bilbo thought it was good that at least one of the Company had gained rather than lost something from the adventure.

As for the Line of Durin…Bilbo felt his chest tighten with worry as he glanced over at them.

Kili had been given one of the narrow beds against the back wall, despite his insistence that he was fine, and shouldn't they let one of the older dwarves take the bed? Now he was curled up on his side, his face pale and his breathing laboured, his injured leg sticking out awkwardly from beneath the sheets. He'll be better in the morning, Bilbo reassured himself. The sleep will do him good.

At the other end of the bed, arms folded and head resting back against the wall, Fili had fallen asleep where he sat guard over his little brother. He looked exhausted, worn out from worrying and running and fighting. His hair, usually so neatly braided, hung untamed past his shoulders. Bilbo had noticed sadly that somewhere in Mirkwood, or perhaps on the river, he'd lost his silver hair clasp – the matching one to Kili's.

And Thorin? Bilbo sighed quietly to himself, looking towards the window. The leader of the Company stood there, silhouetted against the sky, his eyes fixed on something Bilbo couldn't see. But it could only be one thing, couldn't it? Erebor. They were so close now, and it was little wonder Thorin was losing sleep over it. How many years had he waited to get this close to the mountain? How many people had told him that he never would? Bilbo empathized, he really did. He just wished that Thorin would get a bit of sleep now and then.

"Time to take your own advice, I'd say, Bilbo Baggins," he murmured to himself. "Big day tomorrow, no doubt." He squashed his pillow into a more favourable shape and settled himself down comfortably for the night, listening absently to the snoring of his friends until he drifted off to sleep.

He had no idea that, for once, he was being watched.

Oh gosh, hi you guys! Sorry this chapter took a while! Somehow this story evolved from a one-shot to a two-chapter fic to a four-chapter fic? Still not entirely sure how.

Next chapter will not be from Bilbo's perspective~ ((You can probably guess who's perspective it will be from))

Thank you so much for reading! Any and all comments/critiques are hugely appreciated! And if you're hanging around for the afore-mentioned sad chapter, you'll not have to wait for much longer.