Alright so I've seen the last movie three times yet and it still bothers me. I still don't like the elf/dwarf love thing and hated that Kili died saving her when in the books he and Fili both died protecting there uncle not some elf that didn't even exist! Fili's death was overly fast and I didn't like that he was in the shadows all the time. But since I love Thorin and Kili more this story is about them.

A what if Kili died trying to defend his uncle?

Fair warning the fight scene sucks! Sorry about that but the mushy parts is what I was aiming for. Hope you all enjoy.

Thorin watched in horror as Azog drove his sword that was his arm into Fili's back. Fili's eyes became wide with pain as he looked over at his uncle fear in his eyes, as he begged for Thorin to save his brother. Thorin's heart felt like it had been ripped in two as Azog dropped his nephew lifeless body over the edge. Fili's body landing at the bottom in front of his brother, the snow moving away from his body as it landed with a tump. Tears burned in Thorin's eyes as he looked down at his lifeless nephew. He could see his youngest nephew looked down at his brother in horror, that horror soon becoming pain and anger. Kili cried out as he took off up the stairs.

"Kili!" Thorin yelled running passed Dwalin down the small steps and over to where Kili had gone his heart racing as he ran. "Kili!" He yelled again in hopes of stopping his nephew from going after Azog by himself. Once he had his nephew in his sights he called out to him again. "Kili! STOP!"

Kili stopped halfway up one of the stone stairs looking down at his uncle, tears were falling from his eyes. "Uncle."

"Get to safety, let me kill him." Thorin asked walking up to meet his youngest and only nephew.

"No...I cant. He...he killed Fee..." Kili's voice faded as a sob choked him. He quickly brought up his hand wiping away the tears that were falling.

Thorin grabbed Kili's shoulder pulling him in close. He looked behind Kili making sure that they weren't about to get ambushed before he spoke. "I'm so sorry Kili." He could feel his nephews shoulders shake as he tried to hold in his sorrow. "I need to make sure you will be alright. I can't loose you too. I need you to hide. Please Kili." Thorin begged of his nephew.

He knew he wouldn't be able to handle loosing both nephews. He couldn't live with himself if Kili were to fall in battle too. And he knew it was his fault that his oldest had fallen. He knew he would never get over the guilt of being the one who sent Fili to his death. He wasn't going to live with Kili's death being because of him. He wished now that he had listened to Dis and told them both they had to stay.

Kili pulled away from Thorin shaking his head. "No. I will not hide! I will not leave you to fight alone! I will not coward away from this. I need to be there, I need to avenge my brother." Kili told his uncle his voice breaking as he said the last part with pain in his eyes. Kili didn't care if he would fall in battle now. His brother was now gone, his other half. How could he go on without Fili? He would have no one to share his thoughts with, tell his secrets to and no one to pull pranks on with. His life would be forever boring and not worth living.

Thorin knew there would be no talking his nephew down now. And part of him knew that Kili was right. He deserved a chance to avenge his brother. Thorin pledged, even as he took his last dying breath Azog the Defiler would be dead. Azog was going to die on this mountain on this day! He could feel it.

"Alright Kili. But we do this together." He told him giving his nephew a small smile as he pulled him in their foreheads touching. "I love you nephew." Thorin said knowing that Kili needed to know that just in case. He didn't get that chance with Fili but he would not make the same mistake with Kili. Tears started to burn in Thorin's eyes again not wanting to let his nephew go but knowing he needed to knowing that they could be attacked at any moment. Thorin pulled Kili away looking him in the eyes. "You ready?" Thorin asked, he felt like he was asking if he was ready to die. He would not allow that to happen, over his dead body.

Kili nodded trying to hold strong, holding back his tear's and heartache. He still wanted Thorin to see him as a noble dwarf. Kili would protect his uncle no matter the cost.

Their moment was interrupted by the battle cry of an orc. Kili turned around his sword raised as he swung at the orc taking its head clean off, black blood staining his already blackened sword.

Thorin and Kili fought back to back as they killed five more orc's. They made their way to the top of the building. It was overly silent as they looked around, their senses on high alert. "Thorin, I don't see him." Kili announced stopping just a few feet in front of his uncle.

"Aaahhhzz!" Azog's cry filled the air as he charged seeming to come out of nowhere.

Kili jumped back not expecting Azog just yet he tried to raise his sword but Azog was too fast. Azog grabbed the tall dwarf by his throat raising him in the air with a smile on his evil face.

"Nooo!" Thorin yelled charging at the pale white orc swinging his sword he sliced the back of his knees causing Azog to cry out.

before Azog went to his knees he threw the young dwarf across the open space and into a stone wall.

Kili cried out as his back hit the stone wall hard then fell to the stone floor with a thump.

"Kili!" Thorin cried looking over at his nephew who wasn't moving hoping he was just knocked out. Maybe it would be safer for Kili. But his worry was interrupted as he cried out in pain. Azog had sliced Thorin's right arm. Thorin swung back cutting Azog across his stomach causing the orc to once again cry out in pain satisfying Thorin.

"I will kill him!" Azog told him smiling as he glanced at the fallen dwarf.

They both soon found themselves on ice and Azog now had a chain with a heavy rock on the end swinging it around. Thorin ducked the rock whizzing by his head nearly taking it off. Azog never did fight fair. Thorin jumped back the rock landing on the ice breaking it, giving Thorin an idea. The rock came at him again as Azog gave another battle cry. Thorin leaped out of the way landing on his knees, the rock narrowly missing him. He rolled as Azog tried again, and again. Thorin stood up as the chunk of ice he and Azog were on wobbled. Thorin smiled as the rock buried itself in front of him. Azog pulled on it trying to get it free. Thorin tossed his goblin clever behind him, bending down he pulled the rock out of the ice and threw it at Azog who caught it confused. Thorin smiled as he took a step back. Azog's eyes became wide with fear as the ice he was standing on moved upwards his body sliding back. He dropped his weapon as he slid into the ice cold water taking his breath away.

After Thorin picked up his goblin clever he looked down as Azog's body floated by his blue eyes open. Thorin walked along looking down at him, he wanted to watch as the light went out in the orc's eyes. And his heart felt free when Azog's blue eyes closed. But then Azog's eyes flew open as he thrust his arm up, his sword breaking though the ice going though Thorin's foot.

Thorin screamed in pain throwing his head back. The sword was suddenly gone and the ice broke causing Thorin to fall on his back as Azog flew out of the ice. Azog smiled as he walked over to Thorin, happiness shining in his eyes as he stabbed Thorin in the chest. Thorin's eyes went wide from the unsuspected pain.

"Thorin!"

Both Thorin and Azog looked up as Kili started running at them.

"No Kili! RUN!" Thorin shouted as a warning.

Kili yelled hoping to draw Azog's attention away from his uncle. He wasn't going to loose his beloved uncle to if he could help it. Kili's eyes became wide as the huge orc came charging at him.

Thorin watched in horror once again as Azog took off forgetting to finish off Thorin now that he was an easy kill right now. But his heart was set on killing the young one. "KILI!" Thorin screamed getting to his feet, the pain he was feeling in the back of his mind.

Kili brought his sword up as Azog ran at him. Azog's smile faded as he felt pressure in his stomach, looking down he saw the dwarfs sword impaled in him. "Thats for my brother."

But as Azog looked down at Kili he had a smile in his face. Azog brought his arm up thrusting his own sword into Kili's chest.

Kili's eyes went wide as he felt the white hot pain explode in his chest like nothing he had ever felt before.

"No! Kili!" Thorin yelled as he came up behind Azog his goblin clever embedding itself into Azog's back right where he heart would be.

Azog took a rattling breath as he fell to the side shock on his face. Thorin watched as the light left the orc's eyes.

Thorin looked back to his nephew who was now laying on his back breathing heavily as he grabbed at his chest.

"Kili?" Thorin fell to his knees in front of his nephew his heart pounding in his chest. "No no no no..." Thorin repeated as he placed his hands over his bleeding nephews chest.

"Uncle, I tried to save you...can't br...th...sorr..." Kili tried his best to talk as blood started to leak from the corners of his mouth.

"Don't be sorry Kili." Thorin assured him, tears streaming down his face. "Everything will be alright lad."

"Fee...?" Kili asked looking past Thorin.

"Please don't go Kili."

"Fee..." Kili reached out his hand at the air. Thorin held Kili in his trembling and weakening arms.

"Please, stay Kili." Kili looked up at his uncle one last time. Then he faded away. Thorin screamed his nephews name and pulled Kili close as he could to him tears freely falling from his eyes as his heart started to beat slower. He knew he was growing weaker as it became harder for him to breath. "Noo..Please no." Now his the only nephew he had left was gone. And it was his fault. Kili had given his life trying to protect him and get revenge for his fallen brother. Thorin felt as if his life was now over with his nephews gone.

He looked up and there stood Fili in a distance his hand out to him. But there was someone else there too but who was it? They walked closer to him then he could see it was Kili standing there. He reached out a hand to him. "Fili? Kili? Wait for me." The light was fading for him, he could feel the coldness seeping into his body, he heard voices in the distance he thought one was Dwalin but it didn't matter. Not anymore. He was going home with his sister-sons. His vision became black as he laid his head on Kili's lifeless body, everything became numb and all his senses fading.

He stood up as his body collapsed and he walked over to his family. A bright smile on his face and happiness filled him. A bright light was shining behind them, and he heard voices calling to him. His brother, father, mother...they were waiting. The three turned and walked towards the light just as several Dwarves ran up, distraught at what they found. But none of that mattered anymore. All that mattered was that he was with his family again. He had been waiting for this moment. Now he could watch over his nephews forever.

I hope you all enjoyed this. I figured I would give it a shot at my own ending and with Thorin being with his nephews again.

Does anyone else agree that the movie ending was all wrong? Thorin's death looked amazing but still.