Disclaimer: I do not own the characters from 'The Hobbit' and I do not in any way make a profit from this.

"Fili."

Fili swipes at the firm hand prodding at his shoulder, and groans when he recognizes the voice as his younger brothers.

"Go back to sleep."

"Please Fee, get up!" Kili whispers, tone desperate. Fili sighs while he drags himself up into a sitting position, blankets pooling around his waist.

"What time is it Kili? Kili?" Kili sits on Fili's bed with his hands clenched tightly in his lap, staring intently at Fili with wide brown eyes. "What's wrong Kee?"

Kili falters for a moment but hesitantly moves his hands away from his lap and glances down at his crotch.

A hot flush spreads across Fili's cheeks at the prominent bulge in his brothers' night pants.

"Kili! Don't get in my bed when you're – when you're like that!" Fili hisses, throwing his covers aside to jump out of his bed, but Kili's hands latch around his shoulders and pull him back onto the bed, nearly dragging Fili into his lap.

"Wait! Please wait Fee!" Kili wails, clinging to the blonde. "I-I don't know what's wrong with me!"

Fili's mouth drops open in shock and he stares down at Kili's dark hair, where the brunettes head rests against his neck.

"What?" He asks in confusion. "Hasn't uncle Thorin taught you of such things?" The situation and their position make his movements stiff and awkward as Fili brings his hand to pat at his brothers trembling shoulders in an attempt to comfort him.

Kili shakes his head quickly. "I think he had planned on it when he took me to the forge a while back but a customer distracted him. He must have forgotten."

"Oh." Fili grabs at Kili's arms and pushes him away so he could sit on his bed properly, instead of on his knees in front of Kili. "Well, um, nothing's wrong with you. It's completely normal for dwarves your age."

"What about you?" Kili asks slowly, tentatively scooting closer to Fili until their knees are touching.

Fili's face burns bright at the question and he firmly nods his head, trying not to show his discomfort for the situation he was in. Thorin had told him that none of this was anything to be embarrassed by and had even offered him books on the subject of how one should 'go about' taking care of oneself in such a sense (which he hurriedly turned down) so he could learn the proper way to do it and more. Now that he's in this situation with his little brother he finds himself wishing that he had paid more attention to his uncle's words instead of being humiliated by what he was hearing from the man he so respected. He had been so uncomfortable that he hadn't been able to look his uncle in the eye for a whole week without blushing and remember their talk.

"It just, uh, it just means your growing up!" He mutters, glaring down at his hands, as if they were to blame for his predicament he'd gotten stuck in.

"How do I get it to go back down?" Kili asks and Fili feels a nagging sense of danger at the intensity in those dark depths that bore into his own and he quickly looks away.

A gasping nervous chuckle escapes from his chest, even though he feels no amusement. He looks around the room they share in a vain hope for help. "You just take care of it!" He whines miserably, desperately not wanting to go into any more detail and gives Kili a beseeching look for mercy. Which is completely missed.

"How?" Kili cries at him, gripping tightly at his own thighs in frustration and the action brings Fili's focus back onto his brother's arousal. Fili turns away from the sight as fast as he can.

"You take it in hand!" Fili snaps angrily before he coughs and turns away from his brother's curious gaze, trying to calm himself down. "You go into the restroom and take yourself in hand, like I said. Then you just – stroke it until it feels really good and you cum. So off you go! Go and take care of it!" The blonde quickly shoves and pushes at Kili to get him off of his bed, silently watching as his brother awkwardly hobbles over to the bathroom. As soon as the door had closed Fili flops back onto his mattress with a heavy sigh.

"I'm going to sleep and pretend this never happened." He groans to himself, tugging his covers up and over his head and rolling onto his side. He doesn't know how long Kili had been in the bathroom, but it was long enough for him to have nodded off again, only to be woken again as his brother loudly stumbles back into their shared room.

'At least he'll be able to sleep now.' Fili thinks drowsily, snuggling deeper into his cozy bed. Only to jerk violently when Kili dives under his blankets.

"I can't do it! I keep accidentally pinching it and it hurts!" Kili whines, shaking with arousal and frustration while he clings to Fili's back. Fili takes a deep shuddery breath when he feels something warm and hard press against his lower back. "Teach me. Show me how to do it Fili!"

"No!" He whimpers frantically, panic building in his chest. "I learned how to do it alone! You can too!" He grabs at Kili's hands, which have wound around his middle, fingers digging into the flesh of his lower belly, but freezes when he hears Kili sniffle and burry his face against the back of his head.

"Pease Fili, it hurts so badly!" He hiccups. Fili stares at the wall in front of him, his stomach twisting as Kili trembles against his back.

"Fine." He croaks miserably, pulling Kili's hands off of himself as he turns to face his brother. He breathes deeply and tries to grin back at Kili when his face breaks out into a dazzling thankful smile.

"So, uh, y-you just – put your hand in your pants and-" He needs to take another deep breath, "and grip yourself." Fili stares resolutely at Kili's bare chest, where's his shirt? Refusing to look down as Kili's hand travels down and down and down.

Before he knows what's happening, Kili has his night clothes shoved down to his thighs and Fili, mind blank, glances down before his wide eyed gaze returns to Kili's chest, a painful ache making a home in his chest when Kili inches closer to his body. Only a scant few inches separate the two now.

A moment later all Fili can hear are the slick sounds of his brother pleasuring himself.

"Like this?" Kili asks breathlessly, and when Fili feels Kili's breath on his lips he wonders when they got so close to each other, he can feel the warm breath caress his mouth and cheeks and it sends a sickening heat stirring in his stomach.

"Yeah, you're doing fine." Fili gasps out, fingers fidgeting with the hem of his night shirt.

"You're not even looking Fili! Your eyes are closed!" Kili accuses and Fili's eyes snap open, gaze locking onto the image of Kili's fingers gripping tightly at his length. When his own cock twitches at the sight he wants nothing more for the ground to open up and swallow him whole.

Kili's cock is something to behold, with a thick girth and several large veins running along the dark pink shaft. Fili gasps and saliva builds up in his mouth when he catches sight of pearly pre-come dripping from the tip, only to be swiped away a second later when Kili rubs at his cocks head.

"This is pointless! I can't do it!" Kili snaps angrily, roughly sitting up in Fili's bed even though his erection twitches in his lap.

Fili slowly sits up and pats his brother gently on the shoulder. "It's ok Kili. You'll get the hang of it eventually." Fili reassures him, mind snapping out of the fog of want that had taken over his mind and manages to smile comfortingly as Kili looks at him with tears of frustrated lust in his eyes.

"Could you try it for me, Fili?" Kili whispers miserably, reaching out to grip one of Fili's hands between both of his own. "If this doesn't stop soon I'm sure I'll go crazy!"

"Kili-" Fili starts nervously, and he gasps when Kili tugs his hand onto his still exposed prick. Fili nearly cries when Kili bucks into his hand, warm and velvety slick flesh gliding smoothly against his trapped fingers.

"Oh your hand! So good, so good!" Kili groans, leaning back onto the bed and releases Fili's hands to take hold of the blondes bicep to pull Fili on top of himself. Fili hesitates for a moment and lets go of Kili to situate himself more comfortably. With one knee in-between his brothers splayed legs and one elbow planted firmly on the mattress, his eyes are transfixed by the sight of his very own hand sliding up and down Kili's erection.

He flinches violently when Kili plants both feet on the bed and brings his knee up and coincidentally into contact with Fili's half-hard erection, the friction maddening even through his night shorts. Fili lifts his hips higher to escape but Kili's hand grips his hips and pull him back down so his knee can continue to rub and grind against Fili.

"Stop!" Fili gasps, letting go of Kili's prick to try and stop Kili from touching him. "We need to sop Kili!"

"No!" Kili snarls, shoving Fili by the shoulder until he's the one flat on his back. "I need this!"

Fili gasps as his night shorts are ripped down his legs and he barely resists the urge to buck up when Kili aligns their cocks together.

"I love you Fee, love you so much!" Kili groans into his ear, hips not faltering in their grinding for a second. Fili writhes when he feels Kili's tongue smooth's over the shell of his ear before moving on to bite and suck at his jaw.

"Kili, oh Kili!" Fili's hips roll up frantically, twitching back and forth as his pleasure builds. It takes him a moment but when he finally realizes that his brothers mouth is on his own he freezes up, staring up at the brunette with wide eyes. Kili notices the change immediately and pulls back when Fili goes unresponsive under him, watching him with wild dark eyes.

"I-" Kili's voice cracks slightly and Fili's chest aches at the distress he hears in his brothers voice. "I'm sorry Fili. I'm so sorry." Fili starts to panic when Kili moves to get off the bed, Fili doesn't even think twice about latching onto his Kili and pulling him back down into a hungry kiss.

"I love you Kili." He whispers quietly, wrapping one of his legs around Kili's waist and gently rocking up. It's surprising how true the statement is, even though he still feels bad about the direction things have taken. Kili is still his brother and he can't help the dread that the love he holds for his brother is wrong, even if it feels so right to be able to hold him so close, and to be able to pull happy groans and pleasure filled gasps from him.

Kili seems frozen to his spot perched above the blonde, but when he realizes what's happening his lips crush to Fili's and he slips his tongue into the others mouth, rubbing and sliding against Fili's own tongue and the backs of his teeth, moaning in ecstasy.

Finally, finally!, Fili's climax begins to build, the heat washing through his body so intense that he doesn't even notice when one of Kili's hands slip away from Fili's hip to slide over his balls, pausing in their trek to squeeze and fondle the tight sac, before sliding further back to still at his entrance. He does notice when a finger begins to prod at the sensitive flesh before the finger wiggles completely inside of him.

"Wait! Kili, not there!" Fili whines desperately, shivering when the thick finger is pushed in to the knuckle, moving back and forth inside him minutely and grinding against the rim of his hole. Kili's thrusts against him become more erratic as he gasps and groans Fili's name as he spills his completion on Fili's belly. The odd combination of stretching pleasure from the finger in his backside and the slick warmth of his brothers' body against his length has him spilling his own seed seconds later and whiting out his vision. He becomes aware once again after what must have been a few minutes later because they are lying down with limbs intertwined and Kili is kissing at his face whispering 'I love you' over and over again.

Fili manages a shaky smile and kisses Kili back, a slow and sweet brush of their lips. "Love you too, Kee."

"That's all I've ever wanted to hear you say." Kili whispers back happily, pulling Fili into a tight embrace. "I never wanna let you go." Fili smiles against him hesitantly and a strong sense of happiness fills him at his brother's words. At least he knows Kili loves him as much as he does and it's with that thought he clings to Kili's side and they both begin to drift into sleep.

Kili would have slipped completely into sleep if not for his Fili's sudden chuckling.

"What's so funny?" His words slur together from sleepiness even as his fingers brush through his brothers thick blonde and beautiful hair.

"You were lying about not knowing how to get off." Fili's light laughter fills Kili's ears and he can't think of anything else that has ever sounded so sweet and wonderful. "And about never having had 'the talk' with uncle!" Kili grins and kisses Fili on the nose.

"I wanted to ease you into wanting to be with me. Maybe get you to jerk of with me a few times before we actually touched each other. Kind of went a bit overboard though, didn't we? I like this better though. Now I can touch you all I want." Kili's hands slip down Fili's back to grip at his hips, rubbing the flesh in a comforting manner.

"You can indeed." Fili groans softly, taking one of Kili's hands in his own and intertwining their fingers between their bodies. "Love you, Kee." And his eyes are closing as he lets loose a jaw popping yawn.

"Uncle Thorin was really uncomfortable talking about sex and such though. It's ridiculous how a grown man could such as himself can flit about and ramble about something as simple as sex." Kili whispers back lazily. "Couldn't help but play with him a little bit. Made me promise not to tell anyone that he fainted when I asked what buggery was."