Disclaimer: No copyright infringement is intended. This story is not meant to violate the rights held by New Line, Tolkien Enterprise, nor any other licensee, nor is any disrespect intended. Mostly belongs to Tolkien, but for example, 'Mirli father of Kili and Fili' would be my own creation, as would 'Birli son of Mirli and Dis' be.

Author's Note: I hope you enjoy this. I'm sorry, I know I have several stories going on at once, but when Inspiration strikes me, I can't help it. Enjoy, and please REVIEW at the end of the chapter!

Chapter One

Prologue

"Dis is going to kill me," Thorin muttered under his breath as he travelled swiftly. "I promised to be there when her third child would be born." He groaned. "There's still at least three hours left of travel!"

He did, after indeed three hours, arrive at the house. He frowned. Silence. Silence was unusual at Ered Luin, or at least, in the house Thorin shared with Dis and Fili and Kili. "Dis?" he called, entering the house. Dis must be finished birthing by now. "Dis!"

"Up here, Thorin."

Thorin frowned at Oin's subtle voice. Normally, the healer would be cheering by the time the birth ended. Not this time. "Oin? What is going on?" he demanded.

Oin quickly stepped out of the room, blocking his view. "Fili and Kili are at Balin's house," the healer said in a low voice.

"What of Dis and the babe?" Thorin asked quietly, sensing that something was wrong.

"The child … the child is weak, very weak, but he will most likely survive. As for Dis …" Oin trailed off.

Thorin's eyes widened. "Oin?" he breathed. "She's not …?"

Oin looked down quietly. "She is. Or, she is in the process of—"

"No!" The cry escaped Thorin's mouth. He pushed past Oin, kicking the door open.

There, laid on the bed, was Dis daughter of Thrain, her chest rising slowly and barely.

"No!" Thorin cried again. He rushed over to her side. "Dis!"

Dis' eyed fluttered half-open and she smiled weakly at Thorin. "Th-Thorin," she murmured. "My brother."

"Dis," Thorin breathed.

"D-Don't let—" Dis broke off to cough, and Thorin pulled her close to him. Dis smiled at him weakly again. "Don't l-let old traditions g-get my s-son."

"I won't," Thorin breathed. "I won't let the Curse of the Ailu take him."

"Take … care … of … my … s-sons, T-Thorin Oakenshield …" Her voice trailed off and her head lolled to the side. Her eyes were closed. Her chest didn't move.

"No!" Thorin sobbed. "No." He cupped her cheek—it was already cool to the touch. "Dis, don't leave me!" Thorin cried. "You can't!"

Oin placed a hand on his shoulder. "The babe is still alive and breathing, Thorin," Oin said quietly. He handed Thorin a bundled-up babe, wrapped in warm blankets.

Thorin took the babe, numb with shock and grief.

"The Lady Dis named him Birli," Oin continued softly. "He is weak. Let him sleep near fires all day and night, and feed him several times."

"A-Aye," Thorin murmured. He bent over and touched his forehead to Dis' in one last show of affection before withdrawing. He placed the babe on the desk for a moment. The babe didn't move. Thorin helped Oin cover Dis' body with a blanket. "Ask Dwalin for help," Thorin answered, his voice cracking a bit as he watched Oin tenderly carry Dis away.

Thorin turned to the quiet babe. "You are Birli son of Dis," he said quietly. "Never forget who you are." Then he carried the babe away to give him a more comfortable cot to sleep in.

Prologue End

Five years later …

"Thorin!"

Thorin turned with a slight huff. "What is it?" he demanded as Kili ran into his study, knocking over several papers. "And be more careful."

"Sorry, Uncle," Kili said half-heartedly. Then he pouted. He looked half his age. "Thorin, Birli keeps stealing my wooden figures that Bofur gave to me for my 14th birthday a few days ago, not him."

"Birli!" Thorin roared at once. "Get your wee backside over here at once!"

Footsteps were heard, quickly scuttling up the stairs. The young ten year old dwarf stepped into Thorin's study. He had a pair of bright amber eyes, so bright that they almost looked gold. Thorin had no idea where he had gotten eyes that colour (Mirli father of Kili and Fili and Birli had had a silvery-green pair of eyes, while Thorin and Fili had a piercing blue, like Dis' had been. Kili's was a deep chocolate brown. But no one in their family had had amber eyes). He had hazel-brown hair—lighter than Kili's, but darker than Fili's. He was thin, but not as thin as Kili was—which was curious, since Kili ate far more than Birli did. He did not have a beard yet, but when he did, Thorin knew that he would shave it off a little, just to remind him of his place.

"Yes, sir?"

Thorin frowned at the younger dwarf. "Kili tells me that you have been stealing his figures," he growled. "Explain."

Birli looked down and quietly spoke. "Kili is wrong."

"You are accusing Kili of lying?" Thorin growled.

"No, sir."

"Explain."

"I have not been stealing Kili's wooden figures," Birli answered again. "I promise, sir."

Thorin eyed the young dwarf, and when Birli met his eyes challengingly, daringly, he frowned and said, "Remember your place. You are, after all, only an Ailu."

"Yes, sir," Birli answered.

"You may leave."

"Yes, sir," Birli said again, before turning to leave. He paused before sweeping past Kili.

Many, many years later …

Seventy-three-year-old Birli tugged at his far-too-long sleeve. It had been Kili's coat before it was passed on to him. His boots had been Fili's, and his breeches were Kili's. Almost everything that he had was hand-me-downs. Birli sighed as he sat under a tree to rest.

There was only one thing that he truly owned. Birli took out a small golden locket. He had tried opening it before, but it wouldn't open. There were Khuzdul runes carved into the locket but Birli couldn't read it. Thorin had never taught him how. After all, he was only an Ailu.

He rubbed his chin, feeling the stubble there. He often had a short beard that Thorin shaved regularly to remind him of his place. It was the most humiliation a dwarf could ever feel, and to shave an Ailu's beard was to remind him of his lowly status. Birli was sure that it would have been a beard almost as good as Thorin's or Fili's if he had continued growing it without Thorin shaving it. At least it was more than Kili ever had. And Kili didn't shave.

"Birli!"

Birli sighed. What had he done now? He hurried over to the location where Thorin's voice came from, not daring to disobey his uncle.

"Birli!" Thorin bellowed again.

Birli quickened his steps before bowing his head. "I am here, sir," he said politely.

Thorin's impatient growl told Birli that he wanted none of his manners today—or at least, right now. So Birli jerked his head up, keeping the modesty and submission in his gaze as he had learned to do over time.

"Come. Join me." Thorin inclined his head toward the door and Birli followed, curious.

Birli sat down beside Kili and Fili, a bit warily. Fili he was fine with. The golden-haired dwarf was kind to him, no matter what Thorin said. But Kili? Kili had teased him and taunted his status several times years ago. In fact, he still often did now. And he always got away with it, while Birli got in trouble for fighting back. Birli had never forgotten Kili's hurtful words.

Hot, steaming bowls of soup were placed in front of Kili and Fili. Birli waited patiently, knowing that he would eat last—he would get the least amount, and the least important parts.

Sure enough, moments later, Thorin placed a bowl of rather cool soup in front of him. A slightly-bent spoon was placed alongside the bowl, and Birli murmured, "Thank you, sir," before slowly eating.

"Someday we shall reclaim Erebor."

The topic made Birli stiffen a bit. He wanted to talk so desperately about the long lost kingdom of the dwarves, but he knew he didn't have the right to speak until he was spoken to first.

"Yes, Uncle," Kili and Fili murmured.

Thorin continued. "And that someday has arrived."

Birli choked on his food. Fili reached over and patted his back sympathetically. "Thank you," he gasped, before sending a wary look to Thorin.

Thorin, thankfully, ignored him. "Oin has decided that it is time. Ravens have been seen flying toward the Mountain once more." Thorin stood up. "We shall set off tomorrow at dawn. Birli, I expect the ponies to be tended to by dawn, else you know what to expect."

Birli shivered at the ominous words and waited for Thorin to continue.

"Gandalf the Gray, an old wizard and a friend of mine, has found a burglar for us to help get into the mountain. We do not know if the dragon is dead or not yet. He has told me to go to the Shire, where our burglar lives. I will travel to meet some of our kin, to ask if they will join us in this Quest." Thorin leveled a look at Fili. "I expect you to lead Birli and Kili to the burglar's home."

"Yes, Thorin," Fili answered respectfully.

Thorin gave a nod. "Kili, I wish to speak to you," he said in a low voice.

Thorin and Kili left immediately, as though they wanted to get away from Birli's presence as fast as possible, but Fili didn't. Birli frowned when he heard Fili sit beside him.

"I'll help you get the ponies ready," Fili said at last.

"No need," Birli murmured. "It will be fine, sir."

Birli saw Fili frown. "For Mahal's sake, look at me in the eyes while we're talking!" Fili exclaimed. Birli jerked his head up, worried that he had made Fili angry, but to his relief, only a mild annoyance and amusement was in Fili's blue eyes. "And don't you dare call me 'sir'."

Birli frowned. "Yes, s—" He stopped. "I … May I have permission to speak freely?" he asked, growing frustrated.

Fili snorted. "You are not some kind of pet of ours, Birli," he huffed. "You are my brother, no matter what Thorin says. We shouldn't even be calling you an Ailu in the first place, in my point of view!"

Birli paused, unsure whether that was 'yes' or a 'no'.

"And, yes, you may speak freely, if that makes you feel better."

Birli sighed in relief before saying, in a much more relaxed tone, "Then what should I call you, if you don't like 'sir'?"

"Just Fili will be fine," Fili answered with a smile. "And if Thorin snarls at you in that way of his, just tell him that I commanded you to call me 'Fili'."

"Yes, Fili," Birli murmured.

"And please try and speak of something else other than just 'Yes Fili', or 'No Fili'," Fili added, rolling his eyes. "It would make this conversation boring indeed."

Birli couldn't help but grin at that. Fili smiled at him. "It's good to see you smile, Birli," he remarked. "You should laugh more often."

If Thorin let me, I would, Birli thought sadly. Instead of speaking, he just stood up and said, "I should go get the ponies ready. I think Master Thorin wants the ponies clean and groomed and properly fed by dawn."

"Master Thorin?" Fili muttered indignantly. Then he muttered something else in Khuzdul that Birli guessed was not a compliment.

When Fili followed him, he stopped and frowned. "Really, Fili, I don't need help."

"How dare you call my heir by his name?"

Birli and Fili both spun around. Thorin was standing behind them, eyes dark. "Answer me!" he barked.

"I gave him permission, Thorin!" Fili exclaimed. "I told him to call me by my name, instead of that ridiculous 'sir' and 'master' business you do with him!"

Thorin growled at Birli, ignoring Fili's indignant words. "You are to address your brothers and I as 'sir'! Understood?"

"Yes, sir," Birli answered softly. "Apologies, sir."

Thorin gave him a curt nod. "Good. Now go and tend to the ponies. Sleep outside tonight in the hay and straws, it is not that cold."

"Yes, sir." Birli turned and hurried away.

As the wind ruffled his hair, he shivered. Not that cold, my arse, Birli thought indignantly before beginning to tend to the ponies for the journey.

Birli woke when footsteps were heard. He stiffened when something light and warm was placed over his shoulders. He rolled a bit in the hay to see who it was, making a rustling sound, and found himself staring into Fili's warm blue eyes.

"Sorry," Fili whispered. "Did I wake you?"

"No, sir," Birli murmured.

Fili sighed at the title, and muttered, "I'll skin Thorin the next time he tells you to address me as 'sir'."

"Master Thorin told me to call you 'sir', so I must call you by that title," Birli said. "Sir," he added.

Fili frowned, but didn't say anything, knowing that Birli would have to face their uncle's wrath if he called the golden-haired dwarf by his true name again.

"I thought you might be cold," Fili said. "So I brought you a spare blanket." He gazed at Birli gently. "It's not as warm as Thorin thinks it is."

Birli nodded a bit and pulled the blanket up, struggling to hide from the cool wind that bit at his bare skin if not covered. To his immense shame, he felt something wet trickle down his cheeks. Fili followed the tear tracks with his thumbs, brushing the tears away softly.

"Why do you cry?" Fili asked softly.

Birli swallowed and bit his lip. "Why are you so kind to me?" he whispered. "I'm only an Ailu."

"No," Fili corrected. "You're also my brother."

"Fili. Enough."

Birli sat up so quickly that he almost smashed heads with Fili, had the older dwarf not jerked back in time.

There stood Thorin, frowning and looking cold once more. "Enough," he repeated. "You have no business defying my orders."

"It is cold outside, Thorin," Fili said defensively. "I did not want Birli catching a cold. Do not rob the blanket from him; he deserves the right to be warm, at least, since you deny him other rights that he should have in the first place."

Thorin stared at his oldest nephew coolly. "Very well," he answered in an even tone. "Birli may keep the blanket."

When Thorin stared expectantly at Birli, he quickly murmured, "Thank you, sir."

"But, Fili, you shall return to the house," Thorin said.

Fili sighed and rolled his eyes. "I wish to stay with Birli," he said.

"It is an order."

Fili sighed even more, before giving a final pat to Birli's shoulder and walking off with Thorin.

Birli pulled the blankets even closer to his shoulders and curled up. The last sounds he heard were Thorin and Fili arguing with each other.

End of Chapter One

Author's Note: Please REVIEW! And, I just wanted to tell you, that Birli isn't a slave or anything and Thorin's not acting so mean on purpose, it's just that Thorin is following the Dwarvish traditions (seems like someone "forgot" a promise to his sister *rolls eyes*) Anyway, hope you enjoyed! There will be reasons why Thorin chose to "forget" the promise he made to Dis further on in the story, by the way. As I said before, PLEASE REVIEW! It'll make my day!