AN: This was the story that started it all, and I have to admit, I am quite unkind to Kili in this tale. I have always believed that great gifts come at great prices, and this story is no exception. I am also a strong believer in Hitchcock's approach, that you leave the actual horror to the reader, for they are far more devious than you can ever be.

This story (told in three parts) is the beginning to a bigger series that follows the books, with a few exceptions, to give us that great gift at the end. One final statement- I believe that Kili is stronger than even he believes.

Standard disclaimer: This is a work of fan fiction, I do not claim rights to any of the character or world that was created by JRR Tolkien, brought to life on the screen by WB/NewLine/Wingnut. Runedar and the Saerwen are of my creation.

Pain.

It had become a part of him, a condition of living that he had been forced to endure. He had lost all sense of time, only knowing that he did not have much more left in him. Soon, whether he wanted it or not, he would be free of the pain that had become so much a part of his life, and his family would once again be in danger.

There was only so much a dwarf could take. Even the sons of Durin had their limits and Kili knew he had reached his.

He became aware of the smells of molded straw and dirt. Without opening his eyes, he knew he was back in his cell, for how long he knew not, but he knew the goblins would return soon enough, dragging him forth to pay for those lost when he and the others had escaped. At least the others had actually managed to escape. He, on the other hand, had failed with amazing proficiency.

He smiled as he thought of his brother and the others safe, and free of this nightmare. At least he prayed they were free, prayed they had moved on. Nothing could be gained in returning here save death. Azog, his tormentor, had made sure of that.

He let out a slight sigh. It was a small price to pay if his suffering kept the enemy from following his family and gave them the time they needed to escape. It was a price he had willingly paid and would pay again if asked.

He drew as deep a breath as he dared, and the rasp in his chest told him what he needed to know. It would not be long now.

That was when the nightmare truly began.

-:-

"Heal him."

He cringed as the harsh guttural command broke through the inky blackness that had clouded his mind and deadened the pain. He knew this command signaled a change in treatment. He felt his tormentor throw something towards him and tensed. He had learned that abrupt changes in Azog's tone meant something worse than what he had just endured was about to happen.

Instead of renewed pain, he felt the gentlest of touches on his brow. Without realizing it he curled into the touch and the pain receded until there was only a dull ache.

He slowly opened his eyes and saw a bent and twisted being covered by the marks of old tortures long forgotten. So twisted looking was the creature that at first he expected it to rejoice in Azog's treatment. He reacted with fear until he saw her eyes.

In those eyes he saw infinite sorrow, and kindness. As tears filled those eyes he wanted to reach out and brush them away, but he knew his hands were far too mangled to offer any real comfort. Azog had seen to that.

The goblins' torturer was well suited to his craft. The damage he had done physically was nothing when compared to the tricks he played on his victim's mind.

Azog had spent a very long time making sure Kili knew everything that would be taken from him, taunting him with it as he prepared the tools of his trade with slow, deliberate movements. It was then he realized that while the beast delighted in breaking his victims' bodies, his true calling was breaking the minds, the very soul, of his victim.

"Dwarf," he had snarled the word like an insult. "You will never again wield a sword. You will never know the comfort of the forge, nor draw a bow again. You will be denied everything a dwarf holds dear. No smithy, no warrior... you will be nothing more than a misshapen creature to be pitied and loathed, a worm among men capable of doing nothing for himself."

As he spoke, Azog looked at each implement, inspecting it in the light as if he were checking wine glasses before a great feast. Kili learned quickly that anticipated pain was almost as bad as the real thing, perhaps worse, since it was all in his mind.

He also learned there was nothing he could do about the tortures exacted against him, but there was something he could do about his soul.

As Azog began his ministrations, Kili fought every step of the way, trying to remember all that was good, but by the time that gentle hand had reach him, that last bit of spirit had all but died within him.

It was not the healing that brought him back to sanity, but those eyes. The infinite sadness reflected from the very soul of the woman, at least he thought of it as a woman... so much better than 'it' or creature or thing... the gentle soul that called to him and pulled him away from the madness.

As he felt the pain lift he dared to hope, and realized his mistake as Azog once again spoke.

"Enough," the beast growled as he shoved the woman away. Once again the beast stood, towering over Kili. "You see, you cannot escape me dwarfling. I plan on enjoying your company for many months to come..."

What happened next was that much worse for the brief respite the woman's touch had brought. Kili finally began to understand the fullest meaning of true evil.

-:-

As near as Kili could tell, days had passed since he had been allowed anything even resembling rest. Azog had been relentless in his 'lessons'. No words were spoken, only torments inflicted in such a way as to teach him every nuance of pain his body could produce and his mind could endure, and there was so much more than he ever thought possible.

His cell, dank and dark, had become the closest thing to refuge he had, and in it he would think of the others and try to remember the smells and tastes of home, but even those had begun to darken in his memory. Memories of roasts and platters piled high with meats and sweet breads now only brought to mind the smells of dung and fetid water.

Thoughts of his brother and the others were no longer a refuge but rather a reminder of all he had lost. He forced himself to breathe, reminding himself that as he lived and breathed, so did they. The longer he lasted, the further away they would be when Azog tired of his game and went looking for new prey.

After what felt like an hour, he pushed himself up. He knew he had to eat and drink for if he did not, food and drink would be forced on him. He had to live, if just a little longer.

As he tried to move towards the bucket of water they'd left him, he heard something stir along the back wall.

He slowly turned, wondering what new torment the beast had devised. Through eyes that were almost bruised shut he saw the gnarled form of the creature... the woman... who had healed him.

When he reached towards her, she pulled away. He wasn't sure if she was afraid of being hurt, or of hurting him, but he stopped just the same.

"I won't hurt you," he promised softly, the hoarseness of his voice making him cringe.

"But I will hurt you."

The sorrow in that voice almost broke him, but instead, it brought him back to himself.

"I won't let you," he answered with a hint of his youthful defiance.

"He will make me."

Again, he could hear sorrow, but this time he also sensed self-loathing. It was then he realized that this creature was as much a prisoner as he was.

"You healed me," he said shaking his head.

"So he could hurt you all the more."

He studied her for a long moment and nodded. "That he did, and that he will- but you," and he emphasized the word 'you', "never would."

She rewarded him with the slightest of smiles.

It was the start of something Azog could never understand.

-:-

It didn't take Kili long to realize that Azog had put the woman there, so that what would follow would hurt him, hurt them, all the more. First, he made sure Kili knew all too well the face of pain. Then he would make the woman heal him, letting Kili see firsthand that his relief was bought at her suffering. He would toy with them, first taking Kili to the threshold of unconsciousness only to pull him back with the woman's gentle touch.

Azog would force the woman to heal him, to hold his pain inside her and then give it back to him, when she could take no more. He used the woman's gift against them, making what should have been a miraculous gift the most terrible of curses.

Every time Azog forced her to heal him, Kili knew exactly the pain she endured at Azog's whim and it broke his heart.

In the days that followed the only thing that kept him sane were the moments they spent in the cell together, talking.

He told her of his home, and the sights he had seen in his travels, and when he learned that she had no memories outside the dank hell they now shared, he told her of the touch of fresh mountain air, of the scent of the winds as they blew through the pines, and the softness of young, green grass promising that one day they would be hers.

When he learned that she no longer remembered her name, he gave her one in Khuzdul, Runedar: haven. For that was what she was: his haven against the nightmare they shared.

Despite his better judgement, Kili found himself telling her of his brother, and the others for in the pit, which was what he called the place he was taken to suffer Azog's ministrations, he would forget their laughter but at night in his cell, he would call them to him, and his memories of them would keep him safe until he was once again taken away.

One night, when he had nearly broken, and forgotten everything worth fighting for, Runedar had moved next to him, and began recounting his stories, reminding him of his kin, his reason for fighting.

As the days passed, Azog left them alone for longer and longer periods of time, knowing they would grow closer so that what he had planned next would be that much worse, but instead they used that time as a balm, and their friendship as a shield. Yes they suffered, and he would use that against them, but for one another they would be strong, and that strength would see the other through.

But as Azog's tricks became even crueler than he'd ever thought possible, Kili knew the end was growing closer. The beast knew every injury the dwarf had suffered, just as he knew those meted out upon Runedar, and he used that knowledge to great effect.

Once when Kili had all but passed out from the pain, Azog had forced Runedar to heal him fully.

Kili had tried with all his might to resist, to keep her from taking all his pain upon herself, but in the end there was nothing he could do, and once she had, Azog had pushed her aside, out of reach, and then bound Kili and gagged him so he could offer no comfort, only watch her suffer .

For over an hour Azog had left Kili there, the silent witness to Runedar's suffering and it had nearly broken him. Calm, well thought out movements had become desperate, futile attempts to free himself, to reach her, but each movement only made things worse and brought him more pain.

With tears streaming down his face, he struggled with the desperation of a trapped animal. His movements became more and more frantic, until his eyes met hers. He caught the slightest flicker in her eyes, the sorrow, and the acceptance of her fate. He stilled, sanity returned once more.

He could almost hear her turning his words back on him from their first meeting so long ago: Azog had done this to her. He, Kili, never could.

When The Beast had returned to find Kili glowering with an anger that matched his uncle's instead of a weeping, broken man Azog had taken his anger out on the both of them, leaving them both too weak to move.

It was then Kili realized they had to get out of there or die trying. There was no more time to buy save for themselves. Azog had made his intentions clear, and no matter how much Kili wanted to protect Runedar—Azog would use him to kill her, and that would destroy him.

-:-

That night, they talked long into the darkness. They spoke of their lives and what had brought them to this nightmare, both of them afraid to speak of what had to be done and so they spoke of anything else.

He learned that the elves had called her people the Saerwen, the bittersweet, for their healing gift was just that: bittersweet. Their gift, when used was considered a great honor, and many were sought as court healers, but that had been long ago. Now, the last child of the Saerwen sat beside him a twisted memory of what she once was… what she should have been.

Once, when Azog had made her reveal the full extent of her pain to Kili, he had seen her as she should have been, and he wept, not from the pain, but from sorrow. She had been beautiful- a beauty that rivaled the finest jewel or polished metal and Azog had taken that and everything else from her.

He also realized what Azog already knew, what he had been doing to her was killing her and had been for many years. Kili was simply the tool to finish her off.

Slowly a plan began to develop, but he knew it would take Runedar's ability, not as a healer, but as an implement of pain to get them out of Azog's goblin-made hell. He wasn't sure he could ask that of her, but he knew if he didn't, neither one of them would last another night.

When he could think of nothing else, he told her of his plan. It wasn't much, but it was something. To his surprise, Runedar agreed.