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Thorin remembers hearing Fii's first cries echo through the blue mountains. He remembers being angry because it should have been the halls of Erebor that ring with his heir's sharp new breaths, and not these strange mountains so far from their home.
He remembers the tiny, fierce thing wriggling in his arms. As king under the mountain, he was graced with holding the dwarrow first, before even his proud mother, who was resting nearby. Thorin remembers peering into the babe's eyes, remembers the stutter in his heart and knew he was lost as he stood their with heir in arms, breathing in time with the newborn and thinks he will never love anything as fiercely as he does Fili.
He tries to reconcile that memory with the Fili in his arms here on the battlefield.
Thorin does not know where Kili is. He should be worried, should be screaming and ripping apart their foes to collect him and hold him all the tighter, but he can do nothing but count the slowing breaths of the elder nephew in his lap.
He has fallen, Orcrist at his side and a knot in his throat, one arm slick with blood caught beneath Fili and the other brushing a braid from Fili's face, stroking his cheek and hauling him tenderly, viciously close to murmur in his ear and press a kiss to his temple and he cannot find the breath to apologize or comfort his nephew in his final moments. (and Thorin cannot lie to himself in this, that nothing can be done to save Fili now and they both know it.)
The sounds of the battle surrounding them fade and Thorin watches Fili's chest fill and release, shallow and shaky and none too frequently. He counts his breaths and breaths with him, as he did so many years ago, not enough years ago, until he is the only one breathing.