AN: This is a continuation of my story Battle of Five Armies. This story is Thorin only and explores what went through his mind during the last few scenes of the movie.

DISCLAIMER: I own nothing of The Hobbit; it all belongs to J.R.R. Tolkein and Peter Jackson.

Thorin swings his sword and slices a Goblin in the stomach causing it to fall lifeless to the ground. He looks around and sees Dwalin fighting against the last one so he looks out over the frozen river. He looks for any sign of his nephews, the pit in his stomach having grown. His anxiousness multiplies when he sees nothing.

"Where is that Orc filth?" Dwalin asks gruffly as he follows Thorin's gaze. Deep down he's worried about Fili and Kili as well.

"Thorin…" Thorin whips around and he sees their Hobbit standing in front of them, out of breath.

"Bilbo!" Thorin shouts as relief washes over them. He was ashamed at how he treated his friend and was hoping he'd see him again. Bilbo continues breathlessly as if Thorin had said nothing.

"You have to leave here! Now! Azog has another army attacking from the North. This watch tower will be completely surrounded. There'll be no way out," Bilbo says excitedly as he holds Thorin's gaze.

"We are so close! That Orc scum is in there. I say we push on," Dwalin says with his brow furrowed and voice gruff. Thorin shakes his head in disagreement.

"No. That's what he wants. He wants to draw us in," Thorin says. Something dawns on him and Thorin's eyes widen. He spins around and looks across the river. "This is a trap!"

Thorin's stomach drops and his heart falters slightly. He had sent his nephews across the river. Thorin straighten his shoulders and begins giving Dwalin orders. His only concern right now was getting his nephews safely back with him.

"Find Fili and Kili! Call them back!" Thorin shouts to Dwalin. He had to get them back he; he had to make sure they were safe.

"Thorin, are you sure about this?" Dwalin asks with furrowed eyebrows. Thorin turns to face him and Dwalin can see the barely concealed panic in his old friends eyes.

"Do it. We live to fight another day," Thorin demands with a definite tone. My nephews will live to fight another day, he thinks to himself. They all turn to leave, they would all search for Fili and Kili. A drum sounds from Ravenhill and Thorin feels his blood run cold. He turns and looks back at the tower. At the very top of the tower, Azog appears and Thorin's eyes widen, his breath catching in his throat. Behind him, Azog is dragging a bloodied Fili.

No, Thorin thinks to his self. His eyes never leave his nephew, not even when Azog begins shouting at him in Black Speech. He's not sure what the Orc scum is saying but knows it's nowhere near good. Fili looks at Thorin and Thorin holds his heir's, his eldest nephew's, his son's, gaze.

"No! Run!" Fili shouts and Thorin can see he's trying to put on a brave face. Thorin shakes his head, but only minutely, the shock having frozen him. He is just glad Kili doesn't have to see this. That is, as long as Azog doesn't have him as well.

Azog lifts Fili into the air and Thorin's eyes widen as Azog stabs his blade attached to his arm through Fili's chest. Thorin feels his heart shatter as he gasps in shock. This wasn't supposed to happen; if anyone was to die it was to be him. Azog says something but Thorin barely hears it as he watches the large, pale Orc drop his nephew's body off the tower. Thorin's eyes follow Fili's descent, his body and mind numb to everything else around him. When Fili body hits the stone at the bottom, Thorin flinches. He blinks and looks to Fili's body, his eyes picking up on something in the doorway behind his dead nephew.

Kili, Thorin gasps out in his head as he sees his youngest nephew stare in shock at his older brother's lifeless body. It doesn't last long, though, as Thorin instantly sees the change in Kili. He knows exactly what Kili will do before he actually does it.

"Kili!" Thorin shouts a warning at his only living nephew when he sees Kili rush up the steps leading to the top of the tower where Azog is. Before he know what he's doing, Thorin's feet are racing across the frozen river.

"Thorin! Thorin… no," Dwalin shouts to his friend, his king. Thorin ignores him and continues chasing after his youngest nephew. He had lost one nephew to the Orc scum, he wasn't going to lose the other as well. Thorin climbs up the ruins, his eyes peeled for his anger and grief driven nephew. Before he can find him, however, Azog runs out from a tunnel and charges him, attacking Thorin with his arm-blade.

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Thorin pants in exhaustion as he has just fought Azog the Defiler and kill him. His heart had broken into pieces and been stomped on. Fili was gone and gut instinct told him so was Kili. Thorin walks over to his sword, Orcrist, and bends down to pick it up. As he does so, he notices Azog below the ice being pulled by the river's current. Thorin walks after him and glares at the pale Orc that destroyed his family. Azog's eyes close and Thorin feels a slight sense of relief that it is finally over. Before Thorin realizes what's happening, Azog's eyes jerk open and there is pain in Thorin's foot where Azog has stabbed him through the ice.

As Thorin shouts from the unexpected pain, Azog shoves through the ice and pins Thorin to the ice below him. Thorin sees Azog stab at him with his blade-arm almost too late but is just able to get Orcrist between Azog's sword and his own chest. Azog's blade is trapped between a fork in Thorin's sword and Thorin scowls as he and Azog are at a standstill. Thorin can feel Azog's blade pushing further down and Thorin knows he has to do something before it pierces his chest.

Thorin stares at Azog, their eyes boring into each other. Thorin sees the images of his nephews when they were young Dwarflings playing outside their home. When they first learned how to use a blade and a bow and arrow. As they playfully wrested on the ground and as they laughed around the campfire at the start of the quest. And, finally, as Fili's fear-filled eyes met his and Kili's anguished-ridden eyes stared at his older brother's lifeless body. Thorin makes a decision and suddenly slides Orcrist out from Azog's blade, which stabs into Thorin's chest. Thorin gasps and Azog smiles in victory. Taking Azog's lapse in observation, Thorin raises Orcrist and stabs it into Azog's heart. He flips the large Orc over and shoves Orcrist as far into Azog as he can. Orcrist goes through Azog and embeds itself into the ice below him. Thorin watches as the life drains out of Azog's eyes before struggling to push himself to his feet.

Thorin looks over to the edge of the frozen waterfall and he slowly stumbles over to it. He looks out over the battlefield below him and sees the Orcs losing and the Eagles attacking. They had won; he had reclaimed Erebor and killed his enemy. However, the joy he thought he'd feel wasn't there. All he felt was the pain of losing Fili, and more than likely Kili; of failing the two people he had always though of as sons. Thorin felt his body quickly weaken and his legs give out. Thorin collapses onto the ground and landing on his back. Thorin hears small feet run up to him and he looks above him to see Bilbo looking down at him.

"Bilbo…" Thorin croaks out as a small smile appears on his face. Some relief flows through him knowing the Hobbit is fine. Thorin tries to sit up but Bilbo gently pushes him back down.

"Don't move! Don't move! Lie still!" Bilbo order the Dwarf king. Thorin reluctantly stills and he feels Bilbo inspect his wound before the Hobbit gasps in horror.

"I'm glad you're here…" Thorin forces out, glad he is able to talk to the Hobbit before he passes.

"Sh," Bilbo says with a shake of his head.

"I wish to part from you in friendship," Thorin says as he ignores the Hobbit's order and finds himself ashamed at his Gold Sickness induced behavior.

"No. You are not going anywhere, Thorin. You're going to live," Bilbo disputes as he frantically shakes his head and tears brim his eyes. Thorin knew better, and truth was, he wasn't so sure he'd want to live. Not after losing the two most important things in his life. Reclaiming Erebor and becoming king wasn't worth it if he couldn't share it with his nephews.

"I would take back my words and my deeds at the gate. You did what only a true friend would do. Forgive me… I was too blind to see. I'm so sorry that I have led you into such peril," Thorin gasps out. I'm sorry I led my nephews into such peril. Thorin feels a cough rise and wrack through his body, feeling blood rise up his throat and into his mouth.

"No, no, I'm glad to have shared in all your perils, Thorin. Each and every one of them. And it's far more than any Baggins' deserve," Bilbo assures and smiles at his friend. Thorin smile back, relieved he can still call Bilbo a friend.

"Farewell, Master Burglar. Go back to your books and your armchair. Plant your trees- watch them grow," Thorin says and then, chokes as he struggles to breath. "If more people valued home above gold this world would be a merrier place."

His home would still be standing by his side. Thorin gasps as he tries to suck in air and he feels his life rapidly drain from him. He hears Bilbo shout in panic but can't make out what he is saying. Thorin feels calm and relief wash over him completely. He let's out one last breath as the vision of Fili and Kili standing a short ways away with grins on their faces appears before him. He was home.

AN: Please leave some feedback! Love hearing what everyone thinks!