Title: Rest Well My Lads

Disclaimer: I don't own any of it I'm just borrowing

Summary: After the BOFA Balin and the others search frantically for missing comrades and are forced to face the bitter end of their quest…

Author's Note: Hello again fellow readers and writers! Well I'm back seeing as I've decided to continue this story a little more at least. I just want to thank everyone who has read my story and especially those of you who have favorited and are following the story. Here is another chapter for you all. I'm not too sure about it I feel like it didn't quite come out the way I wanted or planned but I shall leave it up to you to decide. I hope you enjoy and as always reviews, critiques, and comments are always welcome!

TA 2867 (Flashback)

Balin sighed tiredly as he stood up to go look in on the boys. He had sent them to their room a few minutes ago to sleep. At first it had been quiet and he had hoped that they would fall directly to sleep but after a moment their hushed giggles and a steady thumping of something being hit had reached his ears.

It shouldn't have surprised him those lads were never still and always seemed to have an inexhaustible source of energy.

As he opened the door to their room he was met with a sight that made the corners of his mouth turn up. So engrossed were the two dwarflings with their play that they failed to realize who stood at their door watching them.

It appeared as if they had decided that it was the perfect time for a pillow fight, as they took turns trading blows with their weapons of choice. A particularly good hit was often followed by a small cry of triumph from the wielder and the answering giggle from the victim. Balin watched them a moment, content to indulge the young ones with their play.

His smile widened as he noted that Fili would often leave himself open for attack and when it was his turn to retaliate his blows were soft and gentle. Of course little Kili at three years old had no clue as to what his brother did, but it did not lesson the sentiment.

Suddenly with a small cry evidently meant to be a fierce battle cry Kili launched himself at his brother who had not been expecting the attack. Both boys fell back on to the bed, a tangle of clothes, hair and limbs. After recovering Fili smiled up at his brother and flipped him on his back. Having successfully pinned him he began to tickle his little brother's mercilessly.

"You little sneak you will pay for it now!" he said to the boy in amusement.

Kili desperately struggled to squirm away from his brother without much success. His breathless giggles mingling with those of his elder. "No… Fili stop… I suwender…" he managed to squeeze out between his laughter.

Finally deciding to intervene Balin schooled his features and cleared his throat.

Immediately both boys stilled and as one turned to look at him. Their expressions of practiced innocence mirroring each other so perfectly, it took Balin all he had not to laugh.

"If I remember correctly I sent both of you to bed some time ago, would either of you care to explain to me why I find that this is not the case?" he asked slowly looking at each boy in turn.

Fili at least has the decency to look repentant but Kili had no such qualms. From where he lay still trapped beneath his brother he managed to fold his little arms across his chest and look crossly back at Balin.

The look he gave the old dwarf reminded Balin so much of Thorin that he couldn't help the small smile that made its way onto his own face.

"We wasn't sleepy yet Bawin! My eyes didn't want to close!" Kili explained as if that was the most obvious answer in the world.

Balin sighed and walked over to the bed.

"Well I suppose I will just have to give you more lessons and chores tomorrow so when night falls again your eyes will be too tired to do anything but close." He responded seriously taking in both of their reactions.

Fili's eyes widened in alarm as he moved off his brother and gently nudged him to stay silent.

"No Balin please don't we promise we'll go to sleep now, Kili doesn't know what he's saying he's lying." Fili pleaded looking imploringly at Balin.

Before Balin could reply Kili's outraged cry broke the silence. "I isn't lying Fili is! I'm not sleepy I won't go asleep!" he responded looking accusingly at his brother his eyes shining dangerously.

At this Fili's own ire rose as he frowned at his little brother. "Don't be such a baby Kili; you're going to make things worse! Stop whining and go to sleep!"

This, to Balin's dismay, is too much for the young boy to bear. Genuinely hurt by his brother's words and tone Kili moved away from Fili and moved towards Balin. Turning large tear filled eyes up to the older dwarf he extended his arms to him.

Without thinking Balin reached down to pick up the small child. Immediately Kili hid his head in Balin's shoulder.

"I want Ma and Unca Torin!" came his muffled cry.

Balin began to rub soothing circles on Kili's back in an attempt to calm the boy down. He glanced down to see the concern and guilt within Fili's expression as he looked up at the two. He smiled gently down at the boy in attempt to reassure him as he made his way over to the rocking chair Bofur had made Dis shortly after Kili was born.

When he sat down he rearranged his hold on Kili and motioned for Fili to join them. As soon as he had Fili settled against him as well he began to speak.

"I know you lads miss your mother and uncle, but they will be back soon I promise. When they come back I'm sure they'll have stories to tell you and you can tell them of everything you've learned and done since they've been gone. Once they get back it'll be as if they never left you'll see. Besides am I really all that terrible that you wish to be rid of me so soon?" he asked teasingly in attempts to lighten the mood.

At this both Fili and Kili shook their heads. "When Momma and Unca Torin goes away we like it when yous comes to stay wit us Balin." Kili replied while his brother nodded in agreement. Balin smiled and gently stroked the boy's hair.

"Well I'm glad to hear it; I also like staying here with you boys you keep me young." At his response both boys giggled having heard the opposite from Balin on several occasions.

"How about I tell you guys a story and then you can go to sleep, does that sound fair?"

Both boys nodded and beamed up at him, they were never ones to turn down a good story.

Balin stood up and led the boys back to their bed. Fili climbed up first and turned to help his brother clamber up as well. Once both lads were more or less settled Balin drew up a chair and seated himself at their bedside.

Looking at both of them he settled more comfortably into his seat. "Hmm… what story shall I tell…" he wondered out loud to the amusement of both boys.

Suddenly Fili spoke up surprising the older dwarf, "Tell us a story about Erebor!"

Balin frowned slightly, he knew this was a touchy subject within this particular household and he had only ever mentioned it once or twice in his lessons. "What exactly about Erebor is it that you wish to hear?" he asked cautiously.

Fili averted his eyes but answered him none the less. "I heard Ma, Uncle Thorin and Mister Dwalin talking about it one day. They just seemed so sad about it and Ma sounded a little angry but I just wanted to know why…"

Sighing Balin shook his head, "I think that's a question best left for your Uncle and Mother to answer but I'll tell you this. Erebor is part of our past, it shapes our present and it will be a major factor in our future. Erebor is our history it is a part of us. Some dwarves are affected by it in different ways; the memory and thought of it can bring us great joy, sadness, anger or hope. It all depends on the individual and their reasons." He told them trying to make it as easy for them to understand as possible.

As he looked at the boys he saw a sliver of understanding in Fili's pensive gaze but Kili he could tell had understood very little of what he had said. Once again looking at him Fili asked: "And what does Erebor make you feel Balin?"

"A great many things laddie, but ever if it brings me sadness I turn my thoughts to things that bring me joy and hope." He answered him honestly if a little evasively.

Suddenly it was Kili's turn to surprise him. Looking at him intently he asked: "If yous home is gone why is yous happy, I be sad if I have no home."

At this Balin chuckled softly, "Because a home is much more than just a place where you keep your things and sleep at night my dear boy. Besides there are things and people that give me hope that though my home is gone it is not yet lost and I may return there once more. It's something you will come to realize and understand on your own as you get older and maybe then you can see why I have hope." He replied looking fondly at both boys.

"I would like to go with you when you go back to Erebor." Fili said to him while Kili nodded his head in agreement.

Balin smiled, "I'm sure you will young ones. Now, how about I tell you a story about a time Dwalin and I got lost in the lower hall of Erebor?"

Both boys nodded enthusiastically and turned their full attention to Balin as he began.

Balin had gotten half way through the story when he noticed both boys were finally asleep. Kili had moved so that he was tucked securely at his brother side, his little arm draped over Fili's chest. Fili had one of his hands resting over Kili's that lay on his chest, while his other hand was tangled in Kili's messy locks.

The sight brought a smile to the older dwarfs face as he quietly stood up and pulled the blankets over the boys. He tucked them in carefully making sure to leave the covers firmly tucked in below their chins.

He bent over them and gently placed his hands on both their brows offering a silent prayer.

"Good night Princes of Erebor, may you rest well my lads." He whispered softly before removing his hands and moving towards the door. With one last look at the peacefully sleeping dwarflings Balin turned and closed the door, hope and love filling his heart and easing his burdens.

(End Flashback)

TA 2941

With a sharp jolt Balin came back to himself as he stumbled over something in his path. He had not realized how long he had traveled down the paths of his memories and he knew not why that particular memory had been stirred. But stirred it had been and as he continued to think on it, it only brought more bitter tears and laments.

They were nearly at camp so with an enormous effort Balin schooled his features and made his way closer to the light of the torches, ever followed by Bofur and Dwalin and their burdens.