AUTHOR'S DISCLAIMER: I DO NOT OWN THE LOTR FRANCHISE, BOOKS, STORIES, NOR THE CHARACTERS.

Note: Well here is the next installment! Hope you enjoy it! Bit of humor put in there, as things are about to get a little hairy. I love feedback, so please do tell me how I'm doing! Thank you!

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"Jam-Cheese-Bread-" Noeg seemed to be speaking aloud to himself, possibly a quaint habit left to him from spending years on his own. He listed the items outloud, stuffing them quickly into a small sack that would make for easy carrying.

He had to keep in mind that Thorin Oakenshield was in no real shape to be carrying a bag of provisions, and that the task would probably fall to Bilbo as well as that of aiding the Dwarf to even travel. Noeg hrmphed softly into his beard, as if he was going to miss the jar of marmalade dreadfully. It was one of the last in his stores, and he did not know where he would find another.

After staring at it for a moment, and fantasizing about the many delicious pieces of toast that it could crown he shrugged. What better purpose for marmalade than to aid to hungry travelers? The first that he had seen in these parts for as long as he could remember? Perhaps then, the price was not to high. He tossed the jar in, hearing it clink against another container.

"Alright-" He spoke softly, glancing into the sack, "Food. Yes. Water skins? Yes. No maps, no weapons...No...best not take a chance with weapons. Never can tell. Well it can't be helped." He mumbled, turning to the door with the thing slung over his shoulder. It wasn't heavy, and he knew well enough it would be lighter before they liked it.

He opened the door with a creak, glancing at his cheery home once more before closing the door.

The sound of boots and hurried breath were the only sounds that echoed through the corridor as Noeg rushed back to where he knew that Bilbo and Thorin were waiting for him. Petty Dwarves in general dislike any sense of being 'rushed', unless in the utmost emergency. In that case, as nearly everyone will, they will gladly put a sense of urgency to their actions. Noeg did this, knowing that time was of the essence for Thorin and Bilbo.

He sincerely hoped the Hobbit would return at a time convenient to him, for Noeg enjoyed the fellow's company. Finding much more in common with the Hobbit than his brooding companion. The Hobbit enjoyed good food and merriment, as well as living things. Noeg found nothing to disagree with in that respect. He too, enjoyed going up into the world from time to time. He liked the grass, the trees, the feel of fresh air upon one's skin. He rarely went up these days however, knowing that it only made him long for his own kind. Something he knew would not be given him.

But the Hobbit's appearance had changed things. Noeg found himself thinking of the upper world once more. Had it changed at all? He found himself again wanting to see it.

As a lad he remembered how his father had grown upset when the youngsters had stealthily left the home of their ancestors on certain nights, just to see what the world was like above. His father had always stressed secrecy, saying that their safety lay in the fact that people did not know that they existed. He could have well been right, but at the time Noeg had wondered why would his family choose a life of hiding rather than proudly stating who and what they were? He still didn't understand it, save now he only accepted it. It was the way of the world, and the fate his people had been given. Perhaps someday things would be different, perhaps there were other families hidden away. Waiting for a time they might return. But that, he did not know. He only hoped.

He was thinking these thoughts when he heard harsh footsteps. Footsteps that did not belong in his caves, nor to any creature he knew of in it. He did not need to see it to know what it was, and the very thought was enough for him to press himself to the wall. Falling absolutely silent as his hand slipped to his side, grasping an old and ornate dagger.

He waited until the sound had passed. They were scouts. Scouts for their fell master.

"Gods." He muttered, "That's not right…"

He let the sack fall to the ground, pulling out the dagger with a soft sound ringing out. Metal touching metal as the blade gleamed softly. Momentarily he flexed his hands, before circling about the creature like a phantom. Noeg knew his way around the halls well, better than any living person. He was not a good enemy to have, and this was only proved true when the hapless Orc had his throat slit from under his very nose.

The body fell to the ground as Noeg was wiping the blade. "Mahal guide me and my blade." He muttered darkly. Now he had to find Bilbo and his friend.

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When Thorin had revealed the present and immediate danger to Bilbo, the Hobbit had been silent for a few moments. It was then that he had given his word to Thorin to see to it that such a fate did not befall the Dwarf, as well as to assure him that he was in good hands. Whether Thorin believed this or not, is in and of itself, debatable.

"What about talking?" The Hobbit ventured, it seemed as good an idea as any. "It would pass the time after all…"

Thorin seemed to bristle slightly, but then he relented. Knowing that Bilbo was probably right, and that talking would at least keep him occupied without going to sleep. The Hobbit wasn't a dull conversationalist at any rate, perhaps he was right.

"Very well. Very well." He gestured vaguely. "What do you want to talk about?" He asked gruffly.

"Well…" Bilbo began, "For starters you never really quite answered my question."

Thorin lifted a heavy brow, on one hand questioning the Hobbit, on the other hand asking if he was quite serious. "What question was that?" He asked, not remembering what it was. It was bound to be something related to Dwarves, or Dwarven culture. Bilbo had a sense of curiosity that could not be quenched.

"About Dwarven women-" Bilbo prompted.

Thorin gave Bilbo a look, one that meant many things. Among them was that the Hobbit was pushing his luck. "This. Again?" Thorin asked, sounding somewhat weary. Bilbo was at times as bad as a Dwarfling. Sometimes worse in a way. "I-" He shook his head, "You're not seriously-Are you planning something Bilbo? Something that I should be aware of?" He couldn't fathom any reason that Bilbo wanted to know about them for. unless for some insane reason he was making some kind of plan regarding one in his future. Thorin, in a sense could understand it. The ladies of the mountain were both mysterious and captivating. "Are you-intending to court one?"

Bilbo seemed rather surprised by this blunt question, and Thorin could swear that he saw some hint of embarrassment. Well at least the Burglar had enough grace for that. Before Bilbo could say anything more Thorin added. "Without the hope of growing any kind of beard for you Mr. Baggins I would advise you give it up. You've got very little to recommend yourself otherwise."

"Oh-um court one?" Bilbo repeated, "Um. No." He shook his head, "I um...Well that is. My cousin-" Thorin nodded, showing that he was listening and that the Hobbit should go on. This also appeared to have the opposite effect, in that the Hobbit was only further flustered by where the question had gone. "Yes, er, my cousin." He repeated, "He's had some dealings with Dwarves and he...Well he said there are no Dwarf Women."

Thorin snorted. "Your cousin is misinformed." He said bluntly.

"Oh?" Was Bilbo's predictable reply.

"Very few, and I stress, very few of us choose to deal with Outsiders." Thorin explained. He gave a brief cough to clear his lungs before continuing, "The majority of those that do, are male." He said. "The few women that venture out...Well I've heard tell that to the Outsider Dwarven men and women appear very much alike, so that they're often mistake for men."

"Why's that?" Bilbo asked.

Thorin gave Bilbo a look, but actually answered. "It is as much a mystery to me as it is to you." He replied evenly, showing that he was annoyed by all the Halfling's questions. There was a period of silence after this, in which it can be presumed that Bilbo was digesting the new information and wondering what it was that made Dwarven men and women so alike that other folk would think that they were one and the same.

It was actually Thorin who spoke next. "What time is it?" He asked, wondering. How long had he been out?

"Haven't a bloody clue." The Hobbit answered, a touch of moroseness to his voice. "We've been down here for who knows how long, and frankly I'm just sick of it. Caves. Dirt. Halls falling in on you when you sneeze." He shook his head. "I really am thankful Hobbits don't build such things."

Thorin however, came to the Hall's defense. "When it was lived in, I don't doubt it was a marvelous place." He furrowed his brow thoughtfully before continuing, "Judging by the size it was probably a fairly fruitful operation...Home to far more than one family I imagine. I can't say. No one lives here anymore; there's no one to tend to it. So it's fallen into disrepair. Obviously it's going to be dangerous in places." He shrugged, "But regardless, even you can see the beauty that is still in this place?" He looked the Hobbit in the eye, and it appeared that he was completely serious. "Dwarves called this place Home." He stressed the word. "They would work, bleed, and die for it. Safeguard it from any invader for the sake of those that would follow them…" He shook his head slightly, glancing at the wall. "The architecture may be fading, but-" He paused slightly, "There is a raw beauty here...Of a people that cared and tried to shape a future. And that, Bilbo, is something that cannot be found in wealth, or great monuments, or even in a story. It is something that can only be experienced.."

Bilbo seemed to be soaking it all in before he nodded. "I see…" He said, Thorin's words giving him a unique view on what remained of this place. "Er...I suppose I should tell you something." He glanced at Thorin. The Dwarf's speech reminding him of whom he had met in the tunnels.

"And that is?" Thorin asked.

"Well...I um, sort of met someone. Down here."

"You met someone?" Thorin questioned, controlling his immediate instinct. Which was one of panic. Strangers were not to be trusted, especially in the wild places of the world. Didn't the Hobbit know that?! He hoped the Hobbit was not so naive.

"He's quite trustworthy." Bilbo quickly said, as if sensing Thorin's thoughts. "And a friend. He saved my life, and helped me find you."

Thorin was about to give Bilbo an exasperated look when a loud noise rang out through the cavern. Like the call of some beast, Deep and angry, a wildness to it. Something that caused them both to jump. Something fell and of an evil nature was sharing the cave with them. Whether it was alive or no they could not tell. Thorin was partly thankful, in that it saved him from the awkward conversation, but at the same time he knew it spelled nothing but trouble for them.

"Did-" Thorin grunted, forcing himself into a standing position as he hissed urgently to Bilbo, "Your friend mention anyone else living in these halls?"

"No…" Bilbo whispered back, as quiet as any Hobbit could manage. "He didn't."