All Shall Fade

  • Complete
Content Rating:
  • PG
Lord of the Rings, The Hobbit

Other Minor Pairings

  • Violence - Canon-Level
  • Fix It
  • Time Travel
Word Count:

Author's Note:
Thank you so much to Jilly James and Pamela Nightingale for a wonderful beta. Any mistakes remaining are mine, all mine!

When he reaches the Undying Lands, Bilbo is offered a chance to go back and change things...

Bilbo and Frodo had only arrived in the undying lands a short time ago when Gandalf, or Olórin as he was now called, came to them and said that a council of the Valar had been called and that Bilbo had been invited to attend.

“Invited, or instructed?” asked Bilbo, who had been often in the way of kings and other lords in his long life, and knew of their ways.

Olórin twinkled at him with a familiar roguish smile. “Indeed, you speak truly, my dear hobbit. I do believe that your presence at this council is required, for it is about you that the council has been called.”

“About me?” Bilbo asked in bewilderment, looking to Frodo to see if this made any more sense to him. Frodo looked as mystified as he felt, however, and so Bilbo turned back to Olórin.

“I can say no more about it, dear Bilbo. Will you come?”

“Can Frodo come too?” Bilbo asked anxiously. “I’m sure I would tell him all about it anyway. It seems much more efficient if he’s there from the start.”

“Nobody has told me that Frodo may not come,” Olórin responded, his twinkle increasing. “Although you may be interested to note that while I was sure you would want his presence, I quite forgot to ask permission for it.”

The three of them exchanged the conspiratorial grins of pranksters who had never truly grown up.

“Well, then, we’d best be off,” Bilbo said, clapping his hands together in a business-like fashion. “How long will it take for us to get there, Gandalf? I mean, Olórin. We need to know how much food to pack.”

“My dear hobbits,” Olórin said, smiling upon them fondly. “I care not if you address me as Gandalf, for that is also my name, one that I became fond of over many long years. And I assure you, it will be unnecessary to pack food. Just as the Valar cannot be found unless they so will it, when they do wish for your presence, you will find yourself in their company in no time at all. Although, perhaps Frodo should hold you by the hand until we get there, to be sure that he comes along.”

And so they walked out of the door, Frodo smiling so fondly at something that Bilbo’s curiosity was piqued.

“What amuses you so, Frodo my lad?” he asked.

“I was remembering something you used to tell me,” Frodo answered. “‘It’s a dangerous business, Frodo, going out of your door. You step onto the Road, and if you don’t keep your feet, there’s no knowing where you’ll be swept off to.’ That was what you used to say. And I was thinking that never was it so apt, as at this moment.”

“You’re completely right, dear boy.” Bilbo chuckled, and then the scenery around them changed.

All of a sudden they were standing on the peak of a great mountain, overlooking all of Valinor, and yet they were comfortable in their humble clothing, and there was no snow surrounding them.

“Welcome, Bilbo and Frodo Baggins, to Elerrína, the meeting place of the Valar. We stand now at the very peak of Taniquetil, the Holy Mountain, and the home of Manwë, the Elder King, Lord of the Breath of Arda, and his wife Varda, Queen of the Stars.”

“We welcome thee, Bilbo Baggins, and thou also Frodo Baggins.”

Bilbo and Frodo turned at the voice behind them and fell to their knees at the sight. There were two beings standing before them. One was male and beautiful, with blue eyes the colour of the sky and holding a sceptre that looked to be made from sapphire. Manwë, for it could be none other than he, smiled upon the hobbits and did not appear at all slighted when their attention moved swiftly from him.

For his magnificence was dimmed by the being beside him. She glowed with the light of the stars, and her beauty was beyond description. Both Bilbo and Frodo, who had privately thought that Galadriel of Lothlorien was the most beautiful being to grace the world, were struck speechless. Next to the beauty of Varda, Galadriel was nothing more than a rather pretty elven woman.

“Um…” Bilbo stammered, unsure of how to address such awe-inspiring beings. Suddenly their little trick to get Frodo here for the meeting didn’t seem like such a great idea after all.

“Rise, Bilbo Baggins, and rise also, Frodo Baggins.” Varda was speaking, and her voice was as incomparable as her face. “Thou art not in this place as supplicants, and thus thou shouldst stand before us with pride as the first mortals to ever set foot upon Taniquetil.”

Bilbo rose to his feet almost automatically; to displease these people in any way was anathema to him all of a sudden.

“Come, Olórin, and lead our guests to their seats.” Was there a hint of reproach in that voice? Or was it laughter? Bilbo couldn’t be sure and glanced at Gandalf from the corner of his eye. The erring Maiar didn’t appear the slightest bit chastened, instead he seemed rather smug. Bilbo gave up trying to make sense of the whole thing and decided he should just find out what was going on, and then go back with Frodo to the smial they had been living in since their arrival in Valinor.

The council area reminded Bilbo very strongly of the council area in Rivendell, and he realised a moment later that the one in Rivendell was no doubt modelled on this place. Bilbo and Frodo sat side by side and waited with wide eyes as the other seats were filled. Gandalf didn’t take a seat, only stood slightly behind but also between the hobbits, a clear statement of protection that Bilbo was grateful for.

Eventually, thirteen more of the Valar had arrived, and all were seated. A few of the Maiar were there also, but they remained standing outside the circle of chairs, much as Gandalf did.

“We are gathered here today,” Manwë spoke in the measured tones of a frequent orator, “in answer to the Word of The One, The All High. He has spoken to me of his wishes and instructed me on the offer that shall be tendered to one most worthy, before you all.

“Step forth, Bilbo Baggins, son of Bungo Baggins and Belladonna Took. It is to you that this gift is offered, to do with as you choose.

“This gift is offered in recognition of your selfless acts of valour for the benefit of others, for engaging in a quest that you were certain meant your death in the hope that you may be able to be of assistance to an exiled people.

“For your willpower and stubborn perseverance, and finally for the purity of heart that made you able to do what none other in Middle Earth was capable of. For you were the only being who held the ring for any length of time who willingly released it and walked away.”

Bilbo didn’t know what to say, and looked anxiously at Frodo, hoping that his feelings weren’t hurt by being ignored like this. After all, Bilbo had only riddled with a dragon, Frodo had crossed Middle Earth, faced Ring-wraiths and the armies of Mordor. Surely his were the much greater deeds?

It seemed that the Valar were able to read minds, for one of them spoke, a stern male with a forbidding visage. “Great were the deeds of Frodo Baggins upon Middle Earth,” he said dispassionately, “and great will be his rewards upon his death. But in the matter of the One Ring, when it came to the finish he was unable to release it of his own free will, and so this gift is yours and yours alone.”

Bilbo swallowed, unsure if he wanted the answer to his next question. “And what is the nature of this gift, my Lords and Ladies?”

“For you, Bilbo Baggins, time will be remade.” It was Manwë who was speaking again. “You may pick one moment in the past to return to, to change history. One moment, and your time there will be brief, not more than a few hours. And from that point, time will flow again as it ever has, and none but the Ainur and those they choose to bless with the knowledge will ever know what you have done, for good or ill.”

Ideas flitted through his mind; he could go back and warn Gandalf about the Ring before Sauron could gain enough power to become a threat again, he could kill Azog and Bolg, save Fili, Kili and Thorin.

Despite these thoughts, Bilbo’s first reaction was to say ‘thank you, but no thank you’ much as he had that long ago day when Gandalf came to his door to invite him on an adventure. He wanted no part in that kind of responsibility, no thank you!

He was opening his mouth to speak these words, turning to Frodo to reassure him that he wasn’t about to do such a daft thing when the sight of the being he loved more than any in the entirety of Arda stopped him cold.

The Ring. He could ensure that the evil of that awful thing could never touch Frodo, allow Frodo to live out his life in the Shire as he’d always intended to before dark riders began to stalk the lands.

“May I have a moment to discuss this with my companion?” Bilbo asked politely, thinking furiously of all that could go wrong with the plan that had presented itself to him.

“Of course.” Manwë bowed his head and stepped back. Bilbo went immediately to Frodo who was looking at him as if he were crazy.

“What are you waiting for, Bilbo?” Frodo was sounding slightly confused as to the delay. “This is an incredible gift. Aren’t you going to accept?”

“Would you be okay with me changing your life so much, my dear Frodo?” Bilbo asked. “Any action that I choose to take before your birth could have drastic consequences. Why, it’s entirely possible you may not even be born!”

“You plan to do something about the Ring, don’t you?” Frodo guessed. “I trust you, Bilbo. You’ve been the only father I’ve known for most of my life, and you’ve always done your very best for me, I know that. Go back, Bilbo, and do what you can.”

“Very well.” Bilbo kissed Frodo’s forehead as he used to do when he was still a faunt, and then turned to the waiting Valar.

“I know what it is I wish to do, and when and where I need to be to do it. Is it possible to gain the assistance of another? If my Lord Irmo was to ask him in a dream if he would be willing, would it be possible?”

“This person you speak of is still alive?” Irmo asked, casting a sly glance at the stern male at his side, the one who had spoken of Frodo’s deeds. “My brother Námo is loath to surrender the souls of any who have already come into his keeping.”

“Yes, he still lives,” Bilbo assured him. Perhaps this mad plan would actually work! It would all depend on Aragorn, as so many things had in the past.


Some time later, Bilbo stood with a grim-faced Aragorn at his side, on the slopes of Mount Doom, not far from the entrance to Sammath Naur.

“Are you ready?” Bilbo asked Aragorn, who was clad in his royal armour and wore Andúril on his hip, as if ready for battle. Hopefully it would not come to that.

Into the mountain they walked, until they came upon Lord Elrond and another. From his features, he was Isildur, son of Elendil, son of Amandil, and since the death of his father and brother on the slopes outside, King of Gondor and Arnor.

There were voices raised before they were close enough to hear what was being said, and it was as the came up behind Elrond that they heard Isildur’s words, as he held the One Ring in his hand. “This I will have as weregild for my father’s death, and my brother’s. Was it not I that dealt the Enemy his death-blow?”

And Bilbo gathered his courage and stepped forward to complete their purpose. “Here stands before you Aragorn, son of Arathorn, thirty-eight generations removed from your son Valandil. He is the one that finally cleansed your line of the shame that you brought it today, that you will still bring it if you walk from here without casting the One Ring into the fire of Orodriun.

“For if you leave here you will not live to see your son again, the One Ring has ways and means of its own, and it answers to no master but Sauron the Deceiver, who has imbued his ring with some of his spirit.

“If that ring leaves this mountain, Sauron will come again, and his coming will bring war to the entirety of Middle Earth, and no land will be untouched by his anger and his rapacious thirst for power.

“Only in this place and time can Sauron’s return be stopped forever, and if you refuse to do so, if you choose to dishonour your father, your people, your ancestors, every free being that lives or will ever live in Middle Earth from this day forward…”

And Aragorn stepped forward, Andúril sheathed on his hip as he faced his ancestor with a heart full of pain and steely resolve.Then I will remove the impediment and once again cleanse our name, if I have to do the deed myself. With the aid of a hobbit, of course.”

“What is it to be, Isildur, son of Elendil, son of Amandil. Will you ignore the council of us all, and bring about the ruin of your line and the death of so many others? Or will you overcome this weakness, and cast the One Ring away?” Elrond’s voice matched his stern face as he confronted the King of Gondor and Arnor.

With that Aragorn drew Andúril and blocked the path to the exit. The sight of Narsil, the familiar sword which had been broken only hours before, reforged and alight in the hand of the High King of the Reunited Kingdom of Men, a king of his bloodline, caused whatever was on the tips of Isildur’s lips to die unspoken.

Realisation washed over his face, and he stared at the hand that held the One Ring in surprise and revulsion as the Ring’s hold on him was temporarily broken. He moved his hand as if to throw the cursed band of gold, but at the moment when his hand should have opened, it remained closed firmly around the Ring.

Isildur’s face screwed up in agony as the One Ring exerted its power on the most susceptible of the gathered party. He held the Ring grasped tightly in his hand as it hovered over the void between the fire of Orodruin and where they stood. His arm didn’t waver, nor did his hand release the ring.

“Help me!” The king cried, his voice a tortured thing. “Aragorn son of Arathorn, help me! I cannot release it, despite my best efforts! You must cut my hand from me, and let that traitorous limb which served me so well in battle perish here before it becomes the instrument of doom for the entire land!”

And Aragorn, son of Arathorn, sometimes called Estel, Thorongil, Strider, and most recently Elessar Telcontar, cut through the forearm of his forefather, sending the One Ring of Sauron into the depths of the Mountain of Fire, where it melted and was destroyed.

There was a small release of power similar to the one that felled so many when Sauron fell, only much less so, as almost all of the Dark Lord’s power had already dispersed, and what was left in the Ring was only a minuscule portion.

Elrond had gone immediately to Isildur’s side, using his healing powers to aid the stricken King. When he had done what he could, he joined Bilbo and Aragorn where they were staring down into the fires that were already receding.

“I don’t understand,” Aragorn said to Bilbo as they stood there. “When Frodo destroyed the ring the entire mountain erupted. There was so much molten rock being thrown around we gave him and Sam up for dead. If it were not for the Eagles of Manwë, they would have been.”

“What you saw would have been caused by the sudden collapse of a power network that had taken Sauron over three thousand years to build from the tiny seed that was just destroyed.” Bilbo was in a slight state of shock, similar to when he had lived through his first experience with Smaug all those years ago.

He turned to Aragorn as Elrond joined them, and saw the agony that his choice to act had brought him. Yet Aragorn was a true king, and though it cost him all hope of happiness, he must do what was best for his people.

Aragorn took one look at Bilbo’s face as he was about to express his thanks and his sympathies, and took a quick step back. “I’m sorry, I wish for a few moments to myself, if I may. Lord Elrond.” And Aragorn inclined his head to he who had been his father-in-law in a future life that may now not come to pass and moved away to bow his head and clasp at the jewel his wife had given him all those years ago, and which he had treasured ever since.

Elrond looked after him with concern, and Bilbo shook his head.

“By coming here to right this wrong, he may have destroyed all hope of happiness for his future self,” he explained to the Half-Elven Lord.If you wish to give any thanks of true worth for his actions here today and the saving of the lives of many of your people in the future, wait until his birth, and then when he comes of age, invite him to visit you in Imladris.”

Elrond looked slightly askance at Bilbo but said nothing. Bilbo laughed, a shockingly joyous sound in a place steeped in such evil.

“Oh, my friend, I know that look of old. Just ensure that all of your children are there to meet him, and I’m sure he will consider himself well thanked.” And Bilbo would say no more and relished the chance to be the one giving cryptic utterances for once.

“And what of you, Bilbo Baggins? What thanks would you ask for?” Elrond asked as they moved over to help Aragorn assist Isildur out of the cavern.

“Oh, I need no thanks,” Bilbo assured the battle-stained elf. “This whole thing was my idea, you know. I was told I could go back in time to right any wrong I chose, and this was my choosing.

“And in truth, perhaps I should be cursed for my intervention rather than thanked, we will never know how much I have changed by my actions. Some will die that would have lived, and no doubt some will live who should or would have died.

“Some might say that I had no right to affect the lives of so many without their consent, but Eru Ilúvatar himself gave me the right, and so I have made a decision. Whether that will count for me or against me when my soul is judged, I do not know. I only know I would make this choice again.”

They emerged out onto the mountaintop and stood for a moment looking over the devastation left by battle. And as they stood there, a breeze wafted past, carrying with it the smell of summer.

Elrond, Isildur and Aragorn all faded from Bilbo’s view, and he was once more standing at the council place in the heights of Taniquetil. Frodo no longer stood there, and the sun was no longer high in the sky.

Manwë stood forth and came to lay his hands on Bilbo’s shoulders. “And now it is time to part, my dear Bilbo Baggins. Time has been reset, and you may no longer remain here. Sleep, until the time comes for you to awaken again. Sleep, Bilbo Baggins, and Irmo will guide your dreaming.”

And Bilbo knew no more.



In the year of 1290 by Shire Reckoning, (2890 for those using the calendar of Men) Bilbo Baggins was born to Bungo Baggins and Belladonna Baggins nee Took, in Hobbiton.

As a faunt he found it a little difficult to fit in; his Baggins relatives found him a little too impulsive and adventure prone, and the Tooks found him a little too staid and cautious. But while his slight isolation meant that he was never as carefree as the other faunts of the Shire, that didn’t mean he didn’t have a happy childhood, oh no.

He had two loving parents who both encouraged him in whatever pastimes he chose to take up, whether it be reading and map making, or scouring the woods in the hope of meeting elves. He was considered a prodigy with the sling, and the wildlife in the shire would flee at the sight of him bending for a stone.

Every few years Gandalf the Wizard would stop by to visit, bringing his fireworks and stories, and he always stayed at Bag End with the Bagginses.

As his thirty-third birthday and his coming of age approached, Bilbo began to get restless. His parents were throwing a huge party to celebrate and almost the entire Shire was coming, and Gandalf had promised some very impressive fireworks for the occasion indeed.

The day before the party was to occur, Bilbo was weeding his mother’s garden diligently when Gandalf came to find him. When he offered to take Bilbo on an adventure to see elves, to Rivendell no less, Bilbo was delighted and accepted with alacrity.

And so when the party was over, Bilbo kissed his parents goodbye, listened to their various words of wisdom, and set off with Gandalf to see the elves.

On the way there he started to have strange dreams. It was like looking at another life, similar to his own, but also quite different. He woke sobbing when he witnessed the deaths of his parents at the teeth of wolves, and only Gandalf’s assurances that they were perfectly fine and that his dreams would be explained in Rivendell stopped him from packing his bags and racing back to the Shire as fast as his feet could carry him.

And then they were approaching the most beautiful place Bilbo had ever seen, more beautiful than he could ever have imagined.

There at the gates was a dark haired figure robed in white with a circlet upon his brow, and he smiled when he saw them and said, “Welcome, Bilbo Baggins, to Imladris.” And the figure bowed to him!

“Ah, Bilbo, my boy, allow me to introduce you to Elrond, Lord of Rivendell.”

And Bilbo was more astonished than ever. Why on earth was an Elf Lord bowing to him, a hobbit of no great importance?

It was only later that it was all explained to him, the choice he had made and the re-ordering of over three thousand years to accommodate it. He was horrified, and then Elrond showed him the Book.

“This is the most priceless relic in my possession,” Elrond breathed as he and Bilbo sat before the low table where the Book of the Valar was kept.Mithrandir brought it with him when he came to Middle Earth almost two thousand years ago and gave it into my keeping. Many are the hours I have whiled away, learning of a world that once was, but is no longer, and never will be again.

“Thanks to you, Bilbo Baggins, and thanks to the dedication and sacrifice of a King who is yet to be born.”

The Book of the Valar was ever changing, it only ever showed those times past that would already have been and gone, beyond the ability of alteration. As Elrond had said, he had spent a great deal of time studying it, and the differences between the two timelines.

“For instance,” explained Elrond, flipping back through several pages, “in the original timeline, in the year of 2911 there was a time that became known as the Fell Winter, an alteration of weather patterns caused by Sauron in the hope of gaining further footholds in Eriador. The cold was so great that what the hobbits call the Brandywine River froze solid, and wolves and orcs descended into the Shire, killing a great many.”

Bilbo remembered the dream he’d had on the way here and began to believe.


About Claire Watson

I'm an avid reader of fanfiction and I enjoy a number of fandoms that I'd be hesitant to write in.


  1. What a fascinating reality you created! I would love to wander thru it and discover all the differences… Thank you for sharing this world with me/us!

  2. Wonderful retelling. I do hope Bilbo will still get to meet his dwarf though

    Thank you.

  3. That kind of messed me up (in a good way). Great job.

  4. Oh! I love this!
    I’m such a sucker for go back in time and fix it fics.
    And I love how far back you went for this.
    It’s beautifully crafted!
    Thank you for posting it!

  5. … woah. I was not expecting THAT! This was great, thank you so much for posting it.

  6. Great story, one of those ones that really make you think, thank you.

  7. Great Story

  8. Wow, that was not what I expected. Probably not what the characters expected either. Amazing job. Go Bilbo!

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