This story is a prompt fill as requested by the lovely HobbitLover4eva, who asked for Thorin facing down Azog at the end of the film from Fili and Kili's perspective. I got in a bit of a funk over the past few days and couldn't make words happen to save my life, so this took WAY longer than I originally intended. I hope it is worth the wait!

There is a bit of dialogue that I borrowed from the film because there really wasn't any way around it. I tried to avoid repeating as much as I could. So, just so we're clear, I own nothing! All credit to Tolkien and the writers for the film. I may venture to Middle Earth often, but I don't own a bit of it. ;)

Enjoy!

Out of the Frying Pan and into the Fire

"RUN!"

The wizard's command echoes through the trees and Fili knows that the only reason he can keep going at this point is sheer survival instinct. He feels as if they've been running for days.

As he tears off through the woods with the rest of the company, he is careful to keep his footing; and his brother in his line of sight at all times. As they weave between trees and around boulders, he can hear the wargs closing in.

"Quickly!" He hears Thorin call from somewhere just ahead.

Fili picks up the pace just behind Kili, trying to match his brother's longer strides. Suddenly, a large shadow passes over their heads as a massive warg leaps into their path.

"Kili!"

He has already drawn his sword by the time Fili shouts his warning and Kili lunges for the beast. In an instant, Fili has drawn his own twin swords, and together the brothers make quick work of their foe.

"Come on," says Fili, "we have to keep moving."

Kili nods and the pair race off again after the rest of the company.

All around them, their comrades are putting an end to their own wargs. Still, they keep running. Fili looks ahead and sees Nori and Gloin come to a sudden stop as they reach the end of a line of trees. His heart sinks. They can go no further.

"Up into the trees!" Comes Gandalf's voice. "All of you. Come on, climb!"

Great. Fili thinks. He's never been terribly fond of climbing trees. That was Kili's forte. Sure enough, he looks up and sees Kili already swinging himself up onto the lower branch of a nearby tree.

"They're coming!" Thorin shouts.

Fili meets his brother's gaze and Kili extends a hand, lowering himself partway out of the tree. He latches onto him as the younger pulls him up. Fili swings his legs up on one of the lower branches and pulls himself into a sitting position. Once he's secure, Kili lets go and the two of them climb higher into the tree. Kili, of course, is a much faster climber and he's almost to the top before he looks back over his shoulder and realizes that he's left his brother several feet below him.

"Come on, slow poke," he calls down, managing a grin. "I gave you enough practice when we were dwarflings, you ought to be able to keep up with me by now!"

Fili shakes his head internally. Leave it to Kili to poke fun at a time like this. But he knows his brother better than that. Kili will make jokes to appear brave on the outside. Inside, he's terrified.

"I always believed you were a squirrel or something in a past life," Fili retorts, keeping up the façade. "I've never known another dwarf who could climb like you."

Before Kili can offer a response, the howling of the wargs reaches a crescendo as the pack descends. Fili reaches his brother just as the beasts get to the bottom of the tree, growling and snapping at their quarry from below. Fili locks eyes with his brother as the façade slips and he can see the raw fear in the young dwarf's eyes.

Fili sets his jaw. "We'll make it," he says resolutely, "we're not going out like this, we'll find a way. You'll see."

His brother's words seem to strengthen his resolve and Kili nods, his mouth set in a grim line.

Suddenly, the wargs beneath them go quiet, turning their heads back the way they came. The brothers glance at each other in confusion before following the gaze of the wargs below.

Fili moves some of the branches aside, trying to get a better view. His searching eyes come to rest on the largest orc he has ever seen, seated on the back of an equally massive white warg. Fili's eyes widen in recognition. No...

He feels Kili stir beside him as he tries to see out. "Is that-"

"Azog," Fili confirms, and he turns his head, eyes searching for his uncle in the surrounding trees.

His attention is quickly diverted back as the orc begins to speak, though Fili can't understand the words being uttered in Black Speech. He does, however, make out his uncle's name as Azog addresses someone he cannot see. Kili grips him by the arm and he spares his brother a sideways glance. He heard it too.

Then Azog gives the command, and the wargs set upon them.

It is all Fili and Kili can do to keep their grip on the limbs of the tree as the wargs lunge at them, tearing through the lower branches with tooth and claw. Fili can hear the shouts of his fellow dwarves all around him as they struggle to remain in their trees. Suddenly, there is a resounding crack, and the tree begins to tilt violently to one side. Fili looks up as their tree begins to lean into the one ahead of it.

"Kili, we have to jump!"

Kili locks eyes with his brother and gives him a determined nod. Then the pair are airborne, arms outstretched, as they latch onto the branches of the neighboring tree. But there is no reprieve as this one begins to tilt into the next. They leap again and can see their friends all around them doing the same. They finally stop in the last outlying tree. All thirteen dwarves, hobbit, and wizard are precariously perched in a single pine, hanging dangerously over a sheer drop at the edge of the cliff face.

Fili glances around, insuring himself that everyone is, in fact, accounted for; including his brother who stands on a branch just below him. Well, he thinks, now what?

Suddenly, a flaming projectile is launched from the tree just above his head and into the startled wargs below. Fili looks up and sees Gandalf in the process of igniting a large pine cone.

"Fili," he calls down when it catches, dropping the pine cone into his hands.

Fili tries not to burn his fingers as he passes the flame to the pine cone in Bilbo's hands beside him. Once lit, they launch their flaming missiles into the wargs below.

Soon, the wargs are in disarray as the entire company rain fire upon them from above. The dwarves cheer as they hasten a retreat, several of the wargs catching their companions on fire as they flee in a blind panic.

But their victory is short lived as the tree suddenly shifts violently and begins to lean over the edge of the cliff. Fili can hear the panicked cries of his friends as the tree goes completely horizontal, leaving him and the rest of the company clinging to the branches for dear life.

Kili tries desperately to lift himself on top of the tree, but he can't get a foothold and he nearly loses his grip for trying. He hears Ori's fearful cry as the young dwarf slips, managing to latch on to his older brother's foot as he falls. Kili can only watch in terror as Dori loses his grip, and he and Ori are only saved from certain death as Dori manages to grab on to Gandalf's staff at the last possible moment.

Kili turns his head, searching for his own brother, and finally spots him a few feet away. They lock eyes for a moment and Kili tenses. Fili shakes his head at him, boring into his younger brother with his gaze. Don't move, is the silent command. Reluctantly, Kili obeys.

Suddenly, Fili catches movement away to his right. He turns his head and sees Thorin rising to his feet, Orcrist held firmly in his hand.

As Fili watches his uncle begin to make his way down the length of the tree, a cold sense of dread washes over him. This is it, he fears as the feeling intensifies, he's making his last stand. Fili curses his own limbs as he tries desperately to gain purchase on the branches of the tree. He is not going to just stay here. His place is at Thorin's side.

Just as he's starting to gain ground, Fili hears Balin cry out as his uncle's painful cries echo through the trees. The sound makes Fili's blood run cold.

Across from Fili, Dwalin calls out Thorin's name as he tries to climb on top of the tree. The branch breaks and Dwalin nearly falls, hanging dangerously from the broken tree limb.

Before he can get any further, Fili catches movement out of the corner of his eye. Bilbo is on his feet and drawing his sword. Fili marvels at the hobbit's courage as he runs down the length of the tree, charging with sword in hand.

Fili finally manages to climb out, and he dives across, reaching for Dwalin's hand. As he struggles to help Dwalin gain his footing, Kili suddenly appears at his brother's side, and together they manage to get Dwalin on top of the tree. Before Dwalin is on his feet, Kili has drawn his sword, and he races down the length of the tree.

"Kili!" Fili calls after him as he helps Dwalin to his feet.

"Go, laddie," says Dwalin. "I'm right behind you."

Fili gives him a nod and, drawing his twin swords, he races after his brother.

Kili can hear nothing but the sound of his own blood pumping in his ears as he races toward the clearing. He can make out Bilbo's slight form as he approaches, and Kili admires the hobbit's courage as he swings his sword at the orcs that are closing in. Kili's searching eyes finally come to rest on the prone form of his uncle, sprawled on the ground behind Bilbo. His vision goes red and Kili lets out a fierce battle cry as he bursts into the clearing.

Fili and Dwalin are just behind him, and the three dwarves unleash their full fury on the enemy. They lay into the orcs and wargs with axe and sword, bringing a swift and certain end to any foe that comes too close.

The dwarves begin to lose ground as the wargs close in, forcing the trio closer together. Suddenly, a piercing cry rends the air, and dwarves, orcs, and wargs alike turn their eyes to the sky.

Kili can hardly believe what he's seeing as a giant eagle swoops down, claws extended, and lifts warg and rider off the ground, tossing them through the air as if they weigh nothing. Soon, eagles fill the sky, launching themselves at orcs and wargs, and fanning flames into them with their wings.

The three dwarves duck as the eagles swoop over their heads, unsure if the giant winged creatures can be called friend or foe. As Kili looks on, one of the eagles descends on Thorin's prone form. With surprising gentleness, the eagle lifts Thorin in its claws, and carries him off into the sky, the oaken gauntlet slipping from his arm as he rises.

Another eagle descends, and Bilbo is borne off as well, much to the hobbit's dismay. Kili looks back the way they came and can see the rest of the company being picked up by the eagles as well. He turns to the spot where his uncle had lain and spies the gauntlet lying on the ground. Kili bends to retrieve it just as there is a rush of movement over his head.

"Kili!"

He turns to see Fili running towards him, and then the eagle descends, snatching both of them up in each of its taloned feet, and the dwarves are airborne. As they reach the open air past the edge of the cliff, the eagle abruptly lets them go. Kili can't even scream as the air is snatched from his lungs in the free fall. Just as he thinks that they have gone to their death, the two land on the back of another eagle, and Kili latches on for dear life, trying to regain his breath.

As Fili tries to steady himself, he glances back over his shoulder, relieved to see his younger brother perched behind him. He looks a little pale, but Kili appears to be in one piece.

The sun is just beginning to rise as the eagles descend into a lush valley. As he is finally able to see around him, Fili searches the skies frantically, seeking his uncle. He finally spots him just ahead, hanging limp in the eagle's grasp.

Something in Fili finally comes undone, and he doesn't even recognize his own voice as he calls out.

"Thorin!"

His cry is frantic, he has lost all composure. He is no longer the stoic Dwarf, proud and fearless against all odds. He is a young dwarfling again, screaming for the one who has been a father to him for the majority of his life. As the fear settles in, the tangible fear that he might actually lose his uncle, the full weight of Fili's birthright suddenly seems to settle on his shoulders. I'm not ready, his mind is screaming, Mahal, I'm not ready for this. I cannot lose him... I cannot lead them.

The eagles begin to circle a large rock formation in the center of the valley and, one by one, they start to descend. The eagle bearing Thorin lands first, laying him gently on the rock before flying away. Gandalf lands next, and Fili can make out the tall form of the wizard kneeling beside is uncle as they finally make their decent.

Fili is flooded with relief as he and Kili finally find their feet on solid ground and he sees that Thorin is sitting up. Before he can make a move, Kili is already at their uncle's side, and he and Dwalin help Thorin to his feet.

Once he has gained his footing, Thorin abruptly jerks away from them.

"You," he begins, taking a step forward. "What were you doing? You nearly got yourself killed!"

Kili glances at his brother in confusion and Fili belatedly recognizes Bilbo standing before his uncle.

"Did I not say that you would be a burden? That you would not survive in the wild? That you had no place amongst us?" He takes another step forward, and Bilbo's eyes are downcast. "I have never been so wrong, in all my life."

Thorin throws his arms around the surprised hobbit and Fili smiles in what seems to be the first time in days as Bilbo is all but crushed in his uncle's embrace. He glances to his right and sees that Kili is beaming beside him.

Thorin finally releases the hobbit. "I am sorry I doubted you."

"No," says Bilbo, "I would have doubted me too. I'm not a hero, or a warrior. Not even a burglar."

Thorin smiles and turns his eyes skyward as the eagles circle one last time before flying off the way they came.

Fili and Kili follow the great birds with their gaze, now able to fully appreciate their beauty as the danger has passed.

"Is that what I think it is?" Comes Bilbo's voice from behind them.

Fili and Kili turn as Thorin begins to make his way to the ledge, and they follow close behind him. As the horizon comes into view, they stop, staring awestruck at what lies before them.

"The Lonely Mountain," Gandalf confirms. "The last of the great Dwarf kingdoms of Middle Earth."

"Our home," says Thorin.

As Fili and Kili take in the scene, their first sight of their lost home, a bird chirps as it passes overhead.

"A raven," declares Oin. "The birds are returning to the mountain!"

"That, my dear Oin, is a thrush," Gandalf smiles.

"But we'll take it as a sign," says Thorin. "A good omen."

"You're right," Bilbo agrees. "I do believe the worst is behind us."

As the sun rises higher in the sky, Fili takes a deep breath of the morning air. He spares a glance at his uncle, encouraged to see him standing so well on his own after the latest ordeal. Fili fixes his eyes on their destination, and he stands a little taller. He hopes, more than anything, that the hobbit is right.

So there you have it! I really enjoyed getting into the boys' heads on this one. This scene is one that my sister and I have gotten into a few lengthy conversations over as there is actually quite a bit that we don't see (as far as Fili and Kili.)

I hope you guys liked that bit a threw in about Kili picking up the gauntlet. I'm really hoping one of them did and we just didn't see it, because that made me really sad when Thorin dropped it! I guess we won't know until the next film. ;)

I know Dean has said of Fili that the weight of being Thorin's heir is something that is constantly on his mind, so I wanted to explore this more from his perspective.

What has always struck me about the scene with Fili on the back of the eagle is that this is the least composed we ever see him. Fili, to me, is always rather stoic, unless he's cracking jokes with his brother. My sis and I often refer to him as mini-Thorin, lol! You can definitely see how he tries to emulate him. But in this scene, he looks so lost. He reminds me of a little boy, calling for his father. That's the way I always see it. And I shall go drown in my feels some more... :P

Anyway, I hope you liked it! Especially HobbitLover4eva, who sent me the prompt. ;)

If anyone has any prompts for me, feel free to throw them out there! The details are on my profile page.

Thanks for reading, please share your thoughts! :)