A/N: Hello! So this is my first AU of Bilbo and Thorin. So, this is loosely base on Cinderella, and I'm hoping to kinda do this with the Little Mermaid, and other fairy tales. So, suggestions would be greatly appreciated. Please rate and review!

A/N #1: This is an update! I changed it from a world in which everyone's human to back to their original characters. I found I kept saying hobbit instead of man and having to erase those, doubling my work. So, yeah, that's the change.

Disclaimer: I do not own the Hobbit or any of the characters.

Bilbo Baggins of Bag End was most definitely the son of Belladonna Baggins. Of course, he did take after his father in certain ways, but that didn't stop him from sometimes showing his Took side. When the sweet child would come home covered in mud and holding a skunk, he was definitely a Took. And Belladonna definitely approved of his behavior, even if it made her husband faint.

The Baggins lived in a small village of the Shire in the kingdom of Erebor. They were a well known family, very respectable, if a bit odd. But they were like any other hobbit family living in the Shire. They enjoyed gardening, eating-definitely eating-cooking, tea, and living peacefully. In fact, there wasn't a single member of the village of Shire that had gone farther than Bree. And they were all quite content with that, thank you very much!

Now, it just so happened that at the hobbitling's birthday party, his mother happened to fall ill. No one knew what had caused the strong Belladonna to fall ill so suddenly and quickly, but it wasn't long before she succumbed to the mysterious disease. Bungo was inconsolable, and the only person to comfort him was his son Bilbo, who hid his own grief away in order to help his father. Many in the Shire offered their condolences, but not as much as Primula Bramble and her two daughters, Tigerlily and Azaelia. It wasn't long before Bungo-against his son's wishes- proposed marriage to the widowed Primula.

All seemed well at Bag End, on the surface. However, Primula was a cruel and harsh woman who made Bilbo do all the chores in the house while her daughters ate to their hearts content from the pantry Bilbo had to constantly restock. It angered Bilbo's Took family, but the enamored Bungo would do nothing to stop his second wife's behavior. But no matter how much she tried, Primula couldn't stop Bilbo from becoming a true beauty in the Shire.

Everyone seemed to agree that the young Bilbo was quite beautiful, with his unruly honey-brown curls, bright hazel-green eyes, and soft pale skin. Many times he could be seen collecting flowers in the fields surrounding the Shire, or getting water from the well at the edge of Mirkwood forest and he would always offer greetings to anyone who spoke to him. Oh, the villagers knew of Primula's cruel treatment of Bilbo, but no one had the nerve to say anything, not even Lobelia Sackville-Baggins. Yet his stepmother's behavior didn't bother Bilbo as each day he would smile, even while doing all the horrid tasks Primula could give him.

But everything changed when Bungo fell ill. All seemed to agree that it was the same mysterious disease that Belladonna had died from, yet none knew how to treat it. It took Bungo swiftly, too swiftly for him to confess to his son that he was horrified at his wife's treatment of him and how he feared her hurting him. He succumbed to the disease before ever confessing.

A blanket of somber silence filled the Shire for many days. All had loved Bungo, for he was a respectable hobbit, if a bit foolish for marrying the meddlesome Primula. Although disgruntled with her behavior, none of the Shirefolk dared to do anything more than comfort Bilbo at the funeral.

It was noticeably after the funeral that Primula's behavior became even crueler. She began giving Bilbo impossible chores, such as picking sesame seeds from ashes to making a dress with no needles. Though others would have surely failed, each time Bilbo would prevail. It was as though some magical force was helping him, though Primula was sure that either Tigerlily or Azaelia were watching him during the tasks. While it should have pleased her to see the tasks done, it had quite the opposite effect and she had taken it upon herself to beat the helpless Bilbo. But he refused to allow her to destroy his spirit, and as the years passed, he became more and more fair. It infuriated his stepmother to no extent and Bilbo could tell from her cold eyes that she was planning to get rid of him.

Oh, Bilbo Baggins was in no way dumb. He was, in fact, very intelligent. His room in the attic was filled with dusty books that his stepsisters found 'absolutely hideous' and 'not worth the space'. In fact, by the time that Bilbo was 29 in hobbit years, he had read every single book thrice over. So when he heard his stepmother muttering about 'the foolish hobbitling' that 'got in the way of her riches', he knew that he would be in for another day of tedious labors.

And how right he was.

In the capital of Erebor, Princess Dis briskly walked through the castle, looking desperately for her brother. Ever since Queen Belna had announced the masquerade ball in honor of Thorin's recent battle against the Orc attacks of the North, no one had been able to find the soon to be king. Sighing, the princess turned and looked around the hall before heading towards the balcony of the Royal Wing. Thorin was known to spend his time there, and her prediction was right. He sat there, lost in though and twirling a bead in his hand.

The bead he held in his hands was a courting bead that had been given to him by his grandmother. She remembered sitting on the Dowager Queen's knee while she handed the young Thorin the bead. One day when the time is right, you will give this bead to your One. Dis knew that it was hard for her brother, considering the fact that she had been married for quite a few years and had two beautiful boys. She thought that by now he would have found someone, but in fact quite the opposite. Thorin seemed to shun all ladies or lords that their mother insisted-insisted- would be his One. In fact, he had only courted one lady, and their courtship ended rather abruptly when he heard of her insults of her youngest son Kili. Queen Belna had been horrified to learn that the lady had been doused in pickle juice for calling her grandson 'a beardless lad with no chance in war'.

"What is it Dis?" Thorin growled.

Brought out of her thoughts, Dis ignored her brother's heated glare and sat beside him elegantly. "You know that Mother only wants you to be happy, right? This ball could be your opportunity to meet your One."

"This is the fourth ball she has 'thrown in my honor'," He replied icily. He was unconsciously tightening his grip on the bead and Dis was scared it was going to break in his strong grip. She reached over and took it out of his hand. The sliver of Arkenstone shone brightly in the midday light, the crown etched into it visible. "Just go through with it one last time. Besides, this time, we aren't just inviting court members. All the people of Erebor are invited, even the peaceful hobbits of the Shire. Maybe your One will be there."

Sighing, Thorin knew he would end up caving to his sister eventually. What didn't occur to him was the fact that she might be right.

Dis stood up and handed Thorin the bead back and said, "Maybe you should go for a ride. Take Fili with you; I know he's been itching to get out of the palace for a bit, especially after training with Dwalin."

"If I take Fili, Kili would wish to come as well. Those two have been inseparable since Nili's death." Thorin had never really liked his sister's husband, but then again he didn't think there was a single dwarf in all of Middle Earth that was good enough for her.

Dis smiled ruefully, remembering her late husband. Orcs had ambushed his caravan on his return from a family reunion in the Blue Mountains, and it would take her many more years to lessen the pain she felt in her heart. Even with the pain in her heart, though, she knew that their love had been a real one, one she hoped her brother would experience before it was too late. Pushing away that train of thought, she replied, "It would do both the boys and you good to leave the castle. Between the meetings and other duties, you haven't had time to relax. Go down to that little village of the Shire. Surely you can relax there."

Considering whether or not it would be worth his time to even argue, Thorin stood and gave his sister a half hearted glare. "Very well, Dis. A day away from the castle would perhaps be best." Dis could hear the effort it took for Thorin to admit this-he had always had too much pride, a curse of their people.

Pushing him, she said, "Go on then! Before our dear Mother finds out about this. And who knows, maybe Mahal will give you a sign."

Thorin looked back at his sister, his eyes somber and aged beyond their prime years. Dis felt as if a knife had twisted her heart at the lost look in her brother's eyes. She had never known him to be anything but a leader. Perhaps not having his One is taking a larger toll on him than I or Mother originally believed. "How I hope you speak the truth, sister."

Watching her brother head off toward the stables, Dis sighed and prayed. Please, dear Mahal, allow my brother to be happy for once. What she didn't know was that her prayers were going to be answered that day, at the well by Mirkwood Forest.