A/N: This story is dedicated to Oblivian03, my beta, for editing this. Again, than you.

Thorin left just two knives. The smaller a dagger to cut through the branches, and the larger in case he met danger. And, of course, a water large water skin.

"Goodbye, Uncle!" Kili called cheerfully. "Make sure nothing's floating in the water!" Thorin rolled his eyes and strode off to the stream that they'd passed. They sat and waited. Bofur told a story. Kili and Fili sparred with Dwalin. As time went by, the overhanging clouds came together to make it darker then it seemed.

"Maybe we should go out for him," suggested Fili, slightly concerned, shuddering as thunder rumbled in the distance. Several worried looks were exchanged, and sending out a search party seemed like a good idea, but in the end they decided to wait a little longer.

Time passed, and before they knew it, the sky had a mind of it's own. It boiled and screamed shrill bolts of lightning. It blasted thunder. It alternated between water and hail, both freezing cold. The sky was a sickly yellow.

Fortunately, they had shelter. The clearing they were in was surrounded by thick trees, and they huddled together in their bedrolls, and only got a little damp.

Thorin didn't return.

Fili and Kili were both still wide awake.

"We're waiting for Thorin." they informed Dwalin, when the latter told them to lie down.

"Why hasn't he come back yet, anyway?" demanded Kili.

"You think he fell in a stream or got struck by lightning or something like that?"

"Lads, yer uncle is probably findin' some shelter, just like we're doin'. You've been caught in the rain before, haven't yeh? Now try n' relax'n stop worryin'. Thorin can take care of himself and he wouldn't want yeh to fret over 'im." reassured Bofur.

"He's right, you know." said Dwalin, albeit swiftly glancing in the direction of where they last saw him.

And so, Fili and Kili reluctantly lay down and tried to get some rest.

CRACK!


Bofur sat up at the sound. "That's funny," he said, rubbing his eyes. "I could have sworn that it was a bolt of lightning that woke us up, but the storm has cleared." He was right. The sky was not yellow now, but a dusky orange from the sunset, which was blocked only by a few dark clouds on the horizon.

"Where's Thorin..." muttered Kili sleepily.

Fili cuffed his brother over the head, jolting him fully awake. "Silly! He'd have to have been mad to travel in that kind of weather-which means he should be back any minute, right?"

"Hopefully..." Responded Balin.

They waited. Finally They got so hungry they can't stand it, and Bombur roasted meat instead of making a stew, a welcome change from the usual. His brother, Bofur, found some flagons of ale and they divided those as easily as they could. And they waited.

A warg howled in the distance.

Everyone jolted up in alarm.

"Warg!" Yelled Nori.

Bags were packed.

The Warg was so close they could hear its paws thudding against the ground as it races toward them.

Gandalf took lead.

"Quickly, quickly! It's getting closer!" He yelled frantically.

"We can't leave without uncle!" Kili yelled.

"Kili, we don't have time!" Yelled Gandalf.

Balin said, "Listen to me. Thorin's smart. He's probably fleeing the wargs at the same time we are."

"But what if they got him already?" Whispered Fili. "What if he needs help, right now?"

Balin shook his head. "Kili, Fili, I'm sorry. But we need to leave."

"No!" Yelled KiliHe tore away from Balin, Fili at his heels, and they stood defiantly. A moment later, a gigantic warg burst into the clearing and lunged for Gandalf, pinning him flat on his back, barking frenziedly. Ori got his slingshot. Dwalin grabbed his axes. They were armed. Gandalf tried reaching for his staff, but it wa s too far away. It was right on top of him, and he could feel its claws digging into his chest... With no time to shoot, Kili grabbed a knife and half threw, half plunged it into the beast's paw.

"Get away from him." He growled at it. The warg let a howl of pain and turned away, flesh ripping into a long, jagged shape as it ran off.

Kili clutched the knife in triumph.

"Take that, mangy beast!" A piece of warg skin was at the tip.

"You were amazing, Kee!" Exclaimed Fili, patting him on the back.

"Thanks. I just wish that Uncle could have seen it..."

As Gandalf was helped up, he nodded to Kili gratefully.

"We'll tell him all about it when we find him. If we start looking right away, he'll be with us by sunrise," Fili resassured him. He turned to Balin. "Right?"

Balin sighed. "Lad, we can't. There's a warg around this area, and where there's one warg, there's a pack of them."

"But then we'd need to find him before the wargs do."

"I know, Kili. Mark my words, we will come back and find him. But right now...it's just not safe."

"But, Balin..."

"No buts, Kili. Gandalf thinks he might know a good place for us." Balin sounded tired and sad.

The Kili's and Fili's shoulders slumped and they walked off,

"You don't think he's coming back?" Dwalin asked his brother.

"It's hard to say." He sighed.

Gandalf, shaken from his brush with the warg, led the company to a cave, that they would stay in until they found Thorin. Balin tried to be hopeful. But he kept thinking about that warg, and how all Thorin had was a knife when he left...

The next morning, a search party was arranged, consisting of Bofur, Nori, Dori, Fili, Kili, and Dwalin.

Dori, who was sleeping particularly soundly, had to be awoken by a horn blowing in his ear.

"Wah! Wha..?"

"Get up, Dori! You've been included in the search party." Bofur said cheerfully, who, amazingly, was wide awake.

"What on...but it's still dark out." Dori mumbled.

"No it's not! It's sunrise." Said Fili impatiently.

Sure enough, a very small glimmer of sun was barely visible in the darkness.

"Oh, alright." Dori grumbled sleepily.

He got up, and felt the icy shock of cold water on his head.

"FILI!" Dori yelled angrily, water dripping down his face. Nori laughing in the background didn't help much.

"Well, you'll need to be wide awake, right?" Said Fili, who was completely serious for once.


The search didn't go very well. They didn't find Thorin. "Lads, we need to go back." Said Dwalin. "Remember the warg?"

"But we need to find him. Remember the warg?"

"We're not giving up, Fili. But we can't stay out in these woods all day." Reluctantly, they turned around, and to their shock, there was a warg coming right at them! Dwalin brandished his axe at it.

"Get away from us!" He yelled at it. Surprisingly, the warg turned tail and ran.

"It probably recognized me." Said Kili proudly. "It was the same warg from last night- you could see the scar on it's foot."

"That would make sense." Muttered Dori sarcastically, who still hadn't forgiven Fili for dumping water on his face.

"We should leave." Said Dwalin again. This time, they went.

"How'd it go?" Asked Ori.

"Not a sign of him. We did see a warg though, we think it's the same one from last night. You tell everyone Ori, we need to be ready in case it attacks." He said brusquely.

Ori nodded and hurried towards Gandalf and Balin.

Dwalin turned back to Fili and Kili. "Fili, Kili, check the traplines."

"OK." They are too dejected at the failure to find Thorin to argue.

It was a beautiful morning, and Kili and Fili know exactly where the traplines are. As they walk through the forest, Kili mused,

"You know, I don't remember when we met Uncle."

"Me neither. That's because we've known him all our lives. I remember when you met Uncle though."

Said Fili as he careful released the jaws of a trap and put a pheasent in the game bag.

"Yeah?"

"Well, it was the night you were born. Ada and the midwife had told me to go to bed, but I wanted to stay up. Amad was screaming so loudly. So I sneaked back down. I didn't look, of course, but I nearly got found out when Thorin came in. I had never seen him so upset in my entire life, because you did come early, you know-"

"Only by a couple weeks-"

"And he sat there with Ada, and he and Ada kept holding hands and waiting for Amad to be done, and suddenly, it was done."

"And Ada and Thorin stormed in, and Ada kept trying to get Thorin to look at you, but he was too happy that Amad was alright, and I nearly gave myself away because I was so glad that you weren't a girl, and they were all pretty sure that you were a girl-"

"They were not-" Kili cut in indignantly.

"You weren't there! Oh, never mind, you were. So I peeked around the corner, and There was Uncle and Amad and Ada, and Uncle was fawning over Amad, and Amad and Ada were fawning over you, when suddenly, you reached out and grabbed his finger, and he turned, and he tried to pull it away, bu you had a good grip on him, and he couldn't, and he looked at you, and you smiled at him, and he smiled at you. And then you completely stole the show. Then after a bit Uncle started to go look for me, and then I had to leave."

Kili finished the last trap, and turned to Fili. "We gotta find him, Fee."

"I know." Said Fili anxiously.

"All the traps were filled! Look!" Said Kili, holding up a full game bag.

"Best put it outside. It'll get musty here." Said Bombur.

So they leave it out.

At Dinner, the go back out to get it on Balin's orders.

They go out, and Kili sees something that nearly made his heart stop beating in fright. "Fili! The warg's back and it's stealing our food!"

It snarled at him and growled, letting out loud, snappish barks.

Fili yelled angrily,"Get away from that, you thief!" It runs, dropping the pheasent from its maw.

When they got back in, they related the story to the other members of the company, who were getting to be increasingly alarmed.

"So then, Fili yelled at it and it ran." Finished Kili.

"You're very lucky. Ordinarily, wargs would attack anyone that even gets near them." Said Dwalin.

"Even other wargs?" Asked Bilbo.

"Hmm...well...I don't know. But the thing is, now that the warg knows where we're staying , it's getting more dangerous. We're going to take watch. I'll take first shift. Balin and Dori will take next shift."

"Gandalf, could one warg kill another warg?" Bilbo pressed.

"I wouldn't put it past them, Master Baggins." The wizard responded.

Dwalin took his watch, weapons at the ready.

Balin and Dori lay wide awake, both waiting for their watch.

Kili and Fili were wide awake as well.

Oh, Mahal, Fili thought. Please watch over my uncle and keep him safe. He remembered the warg. And please rid us of that warg. He added.

Fili opens his eyes and stretches. Then he remembers. Must find Uncle Thorin. Kili was already awake. The entire company goes to look for Thorin. They search high and low, in groups organised by Gandalf and Balin, and Fili and Kili are to go with Bifur, Bofur, Ori, and Balin deep in the woods, calling high and low.

They have only gone out for a little while when Fili sees a dark shape in the distance. A warg.

Fili squints at it, is that the same warg as before. But what his attention was drawn away from its feet to its muzzle. Blood. Blood? He feels a feeling of horror and disbelief curling up from deep with in as he then sees a piece of blue fabric hanging carelessly from it's jaws, the fabric from the cloak that Thorin put on to keep himself warm as he went to get the water.

"No." He breathed. "NO. NO! NO!" That's all he can scream, and he aims right for the warg's Throat, but it twisted aside and the knife took out a hunk of flesh from it's shoulder. He took out another knife and prepared to throw again, but it's already ran.

"Oh, Mahal...There was blood..." Said Kili, realising what Fili was thinking. They rushed back to the cave.

"What? What? What happened?" Asked Gandalf, since the other serach party was already back. Fili and Kili slunk over to the other sie of the caves, tears streaming down their faces. Balin explained quietly, softly, and detail, too much detail for Kili to bear.

"Just spit it out!" Kili yells. Balin said,

"We have reason to believe that Thorin has been killed by the-" He breaks off, staring at the ground. Gandalf understands. Wordlessly, everyone sharpens their weapons.

"We've got to find it." Mutters Dwalin over and over to himself. He sharpened his axes with viscious strokes. "Send the bloody animal where it belongs."

"But what for? Wouldn't it be safer just to leave, as soon as possible?" Asked Bilbo.

Balin answered him. "If a dwarf is killed, (His voice broke at the word killed) but too mangled to be given a proper burial or has been eaten, Master Baggins, then the animal must be killed before the spirit can truly rest peacefully."

"What about all the dwarves that died when Erebor fell?"

"That," sighed Balin, "Was not an option when Erebor fell."

"Oh."

"What if it's got a whole pack of wargs waiting for us?" someone asked.

"That's just a risk we'll have to take." Said Fili darkly. Torches are lit, and polished weapons gleam in the flickering glow.

They leave the cave with no idea where to go, until Dwalin spotted a set of pawprints. They are warg prints alright, with the right pawprint slightly deeper then the other. "It went that way." He said, pointing. They run.

They find the warg in a clearing.

"Fire! Wargs hate fire!" The warg backs away from the torches. Somehow, in the midst of it all, a stray branch had been caught on fire, and it fuels their rage, remembering their own time in the trees. Kili raises his bow.

"Now you'll pay for what you've done." Fili said coldly. He readies his sword. Just as Kili prepared to release a shot, the warg lunged for him.

Kili let out a cry as he was knocked backwards, landing hard on the ground. Fili glanced at his brother in panic, but Kili was already struggling to his feet, uninjured. Dwalin stepped forward, axe raised high over his head.

"You've howled your last howl, warg." he snarls. Dwalin's axe is fast. The burning branch is faster. As the two make impact, a blaze of sparks flies up from the flames, and the company must cover their eyes or be blinded.

End Of Part I