A/N: Sorry to take so long with this! It was a tough chapter to write. I hope you like it, and forgive any comma misuse. Haha. =)

Please review!

Warning: this one's rather violent.

"Escaping goblins to be caught by wolves!" he said, and it became a proverb, though we now say 'out of the frying-pan into the fire' in the same sort of uncomfortable situations."

i.

They found no better lodgings, and Thorin was eager to keep moving. At last, prompted by Gandalf's repeated recommendation, they gathered in the corner of an alley—but only after Thorin had made certain, to his own satisfaction, that there were several means of escape.

"Now for something to eat," rumbled Bombur. Kili's stomach growled in answer. He was still sore, damp, and confoundedly tired, but food was of foremost importance. Even the green fare at Elrond's home seemed remarkably tempting. And he just couldn't let himself think about juicy, tender steaks and loaded burgers—

With a groan, he flopped back on the rag heap he had chosen to lean against and sought his brother's gaze. "D'you ever do the thing, where you don't want to think about something, and then that's all you can think about?"

"It's hamburgers, isn't it?" Fili returned, crouching down beside him. "I'm afraid we'll be quite a while without those. Right now, I'd give anything for some bread that wasn't mold-spotted or rain-soaked."

Kili nodded ruefully, and slid a glance in his brother's direction when he was sure Fili wasn't looking. Fili's features were still drawn tight, tense, and his eyes flicked often to Thorin. He was nervous, Kili thought. And yes, the night's events had been remarkably trying—but it was day now, and somehow, Kili just couldn't bring himself to believe that so much bad luck could befall the same hapless band of travelers in such a short space of time. He had been hopeless in the tunnels—and there was a part of him that feared the unknown day that would push him past the edge, when the sickness and internal tremors wouldn't be warded off by daylight.

At the moment, they were free, in the open air (or at least, somewhat open)—there was still danger about, more than he wanted to think of, but Gandalf's reassuring presence did wonders for his spirits.

And Azog—he hasn't found us yet. He doesn't—but it was no use thinking about Azog. It made uplifted spirits decidedly low again, and Kili didn't want that. He wanted food, and good cheer—all the things that were supposed to reward adventurers.

Of course, Fili needed to be happy too.

Before he could prod, tease, or generally wrangle his brother into a less gloomy state of mind, however, a shadow fell over them. Kili looked up just in time to sneeze on a trail of Gandalf's pipesmoke.

The old man's face creased in a smile. "You two look not much worse for the wear," he observed, propping himself against a trashbin opposite them. "But if I may—is this adventure turning out how you expected?"

The question was not asked unkindly, but Kili felt Fili stiffen beside him.

"Not really, sir," Fili answered, and Kili heard it through gritted teeth. It was the tone his brother rarely used, the tone that meant his anger had turned hard and bitter, sharpened and honed like a blade. Kili was taken aback—there was no cause for it, not against Gandalf.

Also, incurring Gandalf's wrath was not something to be taken lightly. Hadn't tonight proved that?

Gandalf didn't seem disconcerted. He leaned forward, turning the bowl of his pipe from side to side in his fingers. "It isn't fair, is it? Too often wars are fought without warriors, and the brave do not find the chances for valour they seek. So what do we do?"

"What do you mean…sir?" Kili asked. He didn't quite trust Fili to answer yet, and it was unsettling. Fili was the oldest; he was supposed to take the lead in these things.

"When things get ugly, and the darkness is very near." Gandalf's eyes were perceptive, yet also almost sad. "I don't want either of you to regret the path that brought you here. At least, not yet."

"There isn't a path," Fili said, but at least, to Kili's relief, he sounded calmer. "We—I've—always been here. This is my life. My family."

"There's always a path," Gandalf said. "Perhaps yours is still in the making. But we aren't just set into a certain life, running smooth and cold as clockwork."

"Aye," Fili replied, his eyebrows flicking up. "If this ran like clockwork, you'd have come back sooner."

Kili went very still, quite unsure of what would happen next. But he also realized, in that moment, just what had been plaguing his brother. He feels guilty, he thought, because I was nearly hurt. He's killing himself over it. And now they might both die, for Fili had insulted Gandalf and Thorin wasn't close enough to intervene.

But Gandalf only sighed. "I am sorry," he said. "Things went badly in the tunnels. I did what I could, but I will not chide a brother's devotion, Master Fili."

Fili nodded once, looking curiously like Thorin.

"How did you find us?" Kili hastened to ask. Gandalf cleared his throat—when the question was broached, several of the men pricked up their ears. Kili grimaced. Hopefully they hadn't been listening this whole time.

"I'm a man of many friends and…connections," Gandalf said. "This city is filled with all sorts of folk—the loathsome and cruel, but also those who chase shadows without being made of them. They are looked down upon by the world, and yet they are my friends, and they have helped me as surely as I have helped them. Several of them marked your passing, and by exercising my—well, my considerable influence, I was able to determine your location rather quickly."

There was an expectant hush. Even Thorin had moved closer, though he was feigning indifference.

"Getting in was easy," Gandalf said, with a flourish of his hand. Kili had learned early on that the man loved storytelling, and was quite good at it. "It was getting the lot of you out. That took some thinking. In the end I depended upon their lack of wit and their seeming strength in numbers—group dynamics. An easy tide to turn, if you know the signs. I did. Without their leader, they would be thrown into chaos." His eyebrows wrenched upwards. "But the light trick! Ahh, that was the trouble! I've had many an odd job, but I'm no electrician. I had to creep around some nasty halls, to find what I was looking for. They're not wholly without technology. I found a sort of master switch, you might say. And then, quite like the myths of old, I tied a string to it and crept along the labyrinth. I had to tie it well, you know. One tug off—a quick maneuver—a tug on, and I had the room, so to speak." He smiled, almost reminiscently, and then shook himself, as though waking from a daze. "Now, what am I about? We need supplies—we've rested long enough. Then onward…?" The last was infused with something like an inquiry, directed towards Thorin, but from the tension in Thorin's jaw Kili was pretty sure that his uncle had recognized the question as kind of irrelevant.

Gandalf's in charge, he realized. At least for the moment.

Uncle Thorin would not stand that for very long.

ii.

Gloin didn't ask for much, on this hell-bent expedition. He'd known damn well what he was getting himself into, taking an extended leave from his work at the bank, leaving a wife and son behind in a small town, promising he would call.

There was the rub.

He didn't ask for much, but he'd promised he would call them, and his phone was gone. Almost none of them had a phone at this point. He was cut off, completely, from the rest of the world.

Except from that ever-growing number of people trying to kill the bloody lot of them.

If he had time to think, he would think of them. His wife, round-faced and smiling. Gimli, his stubborn red-haired son. He knew his duty to the Durins—they all did, that was why they were here—but he was also certain none of them had signed up for this.

Tunnels, car thieves, and stuck-up lawyers. Gloin shook his head. As if all that wasn't enough, as if losing their supplies time and again didn't drag a man's spirits down enough, they had Azog to mull over.

He finds us, and this is over. Beside him, Oin was still wheezing slightly. Screwed-up didn't even begin to describe this rag-tag band of men. Some were old, and all of them were damn well exhausted. They weren't at fighting strength, that was for sure.

Old Gandalf didn't do much to help, either. After spinning a long tale about his own heroics, he and Thorin seemed to come to a tacit agreement about going onward. Gloin didn't give a crap who was in charge, for the moment, even if Gandalf was a pompous bugger. The main thing was getting out of the city.

The sun had climbed too far in the sky. Thorin insisted that they travel on foot, and Gandalf was in agreement, even if nobody else was. It was heavy going—narrow alleys, hustling through unfriendly crowds, trying to keep from attracting attention. Little rest and little food, with the gray-forested hills taunting them from a seemingly unreachable distance.

It was nearing evening when they reached the outskirts of the city. Still a long row of crumbling warehouses ranked before them, their sallow walls bathed red by the setting sun.

Gandalf was troubled. "This will be more difficult than it looks," he said. "The road that leads out of this city is steep, but passable. Yet I fear it may be too closely watched. We will have to pick our way through by a less visible path."

Thorin's brow darkened, and Gloin muttered a curse. He was usually quite as prideful as any Durin, but at the moment, he just wanted to keep moving. Thorin's distaste for Gandalf's rivalry was far from the most important thing at the moment—though Gloin had to admit that even now, he wouldn't dare say that aloud.

Before anyone could speak, though, a lilting, child-like laugh broke from above. Gloin's hand curled around the knife he had tucked in his belt, and every gaze turned upwards.

Huddled in the corner of a rusted fire-escape, less than a hundred paces from them, with her thin legs dangling over the edge, was a slip of a girl, faded and wide-eyed. "Speed is your only friend now," she called. "You needn't worry about being seen."

Thorin led something of a charge towards her; Gandalf strode along too, but he threw up a hand. "She is on our side."

"Is that so?" Thorin demanded. "Some waif, who knows our business, and mocks us for it?"

"She is not mocking us." Gandalf ran a hand through his unruly hair, no longer kept in check by his fedora. He had lost it in the tunnels. "She is warning us. And if you would keep the very prospect of civility about you for a moment, perhaps you might heed her."

Thorin's eyes were steely, and a hush fell over the company. The girl was silent too, propping her chin on one hand. She seemed more intrigued than frightened.

"I am the leader of this company," Thorin said. "And I will decide what warnings to mark our course by." He turned on his heel, looking up at the girl. "Say what you know, and quickly."

The girl's voice was soft, but somehow steady. "They're just toying with you," she said. "They're coming."

"Who is coming?" Thorin asked, and loyalty be damned, but Gloin thought he heard the strain in the man's voice.

"The man with the teeth. And many with him."

The air seemed colder. Oin drew closer to his brother, and Gloin cast an eye about the rest of the group. Ori looked as though he would be ill.

Gandalf was the first to reply. "Then we've no time to waste."

"Keep close together," Thorin said grimly. "We make for the main road."

"Aren't you forgetting something?" The girl asked. A smile ghosted over her features. "They don't know about me."

iii.

Fili watched as the girl swung down easily from the fire escape and darted towards Gandalf. There was a moment's pause while the old man whispered something in her ear, and then she scurried away into the failing light of dusk.

"What now?" Dori asked, his voice quavering slightly.

"We run," Thorin answered, his jaw jutting hard and sharp, daring Gandalf to interrupt. "Until we can't run anymore. Then we stand and fight."

The men didn't need a second warning. Gandalf charged ahead, leading the way to the main road. Thorin and Dwalin took up the rear, and Fili contented himself with keeping his brother close by his side.

Kili had always been a swift runner, and now he loped along easily enough, even though the tight corners and debris-ridden alleys had them all winded and stumbling.

Not him. Please, not him. It ran over and over in Fili's mind, growing increasingly desperate. Surely, he could depend on Thorin to look out for Kili—it wasn't just him. But if Azog really was closing in, Thorin's priorities would almost certainly lie elsewhere.

It was an ugly thought, and Fili, hacking in a breath, very nearly despising himself for it. He's your family. He won't forget about either of you.

Just beyond the last outcropping of buildings—and here, they seemed abandoned with good reason, crumbling on uncertain ground—there was a sharp ledge of earth that dropped away above the main road. It was too high to jump; thirty feet at least. Fili followed Gandalf's gaze to the easiest way out, a curving path that skirted back around the buildings and then stretched downwards.

As they turned towards it, a lonesome, menacing howl spiked up in the air. It was followed by another—dogs baying behind them, Fili thought, not wolves, though he couldn't count on himself to know the difference.

"Onward!" Gandalf shouted, but no sooner had they sprung forward, only a few steps more, when they drew up short. Along the main road, three black SUVs crawled into sight, effectively blocking any possible path. They ground to a halt, and a dozen armed men clambered out of them.

"We're trapped," Bilbo whispered, close enough that Fili heard him, but the little man was not the only one to echo the words. They grew to a terrified flurry among the men, and beside him, Kili had gone very still.

Thorin's face was strangely set. "Back to that building, men," he said. "We'll make a fortress of it, if we can."

There was no time to say anything more. The dogs grew louder, and as they raced towards the nearest edifice, a few them, frothing and snarling, burst out only a few yard away.

"Up the fire escape!" Gandalf called, and they followed him up the creaking, rusted stairs. The steps groaned dangerously under Bombur's weight, but they all managed to fit—and Bofur and Nori hauled up the end.

"Open the damn door," Dwalin growled. "Before this blasted thing falls down and takes us all with it."

"It's locked," Balin returned sharply. "The door is locked."

"We're going to die here," Ori moaned.

"Silence, all of you!" Gandalf ordered. "Nori, pick that lock. The rest of you, weapons at the ready."

Beneath them, the dogs had congregated—snapping and barking. They were large and vicious, and Fili offered a silent plea that the rusty contraption would hold them as long as it needed to. He didn't want to imagine their fate otherwise.

But the dogs were far from the worst of it. Footsteps followed behind, and soon a matching squadron to those that patrolled the main road had gathered beneath them, guns at the ready.

"I can't get it," Nori said, in a hoarse whisper. No one else spoke.

From behind the ranks of men, a figure stepped forward, trailed by a fierce white dog larger than the rest. The man moved like a predator, shoulders rolling beneath dark expensive fabric, and though Fili was sure he had seen Thorin immediately, his eyes traced almost languidly across the whole scene before they settled, bright with triumph, on his foe.

"Hold your fire, boys," he purred, and his eyes flickered hungrily. "No reason why we can't have a little fun first."

iv.

The memory of a lifetime and the shame of the moment overcame Thorin. To be pinioned here by his enemy—heckled and cornered and so close to being defeated…he had pride enough to carry him through almost anything, but this—

"Oakenshield," Azog said, quite low, and the voice was as familiar as the smile—something like the sharp clean slick of a knife through flesh. Pain, and precision. "Or at least, that's what you're calling yourself now."

"Defiler," Thorin returned coldly, shouldering to the edge of the rail. Nori was still scraping away at the lock—and the whole structure was groaning uncertainly beneath them. They didn't have long. And Azog was toying with them—his men were heavily armed, and Thorin's company was trapped.

"We have so many names for one another." Azog rolled his lips over his teeth and reached down to tangle the fingers of his good hand in the rough fur of his dog. The creature gazed unblinking up at them, mouth slavering with eagerness.

"I need only one name for you," Thorin spat, but it was a paltry attempt. He could feel the fear of his men thick around him, swarming like flies, and he was angry with none more than himself.

Fight him. Man to man.

Man to beast.

His nephews were close by him, and he could feel their fear, particularly—they were torn, no doubt, between the trust of their childhood and the terror of the present moment. They were silent—they were all silent, and he knew that the men were trying to be brave.

For him.

"Stay sharp," Gandalf murmured. His voice was steady, but it offered Thorin little comfort. The old man could do nothing from their cramped perch; none of them could.

And still Azog's men did not raise their weapons.

The tall, pale man raised his mangled arm, pronged with steel pincers at the end of its support. "Trapped like birds in a cage," he mused aloud, his words echoing along the darkening walls. He tilted his massive head. "Shall we light a fire under them, boys?"

His men rushed forward, scrabbling about among the refuse that lay along the edges of the street. Still Thorin dared not open fire with what guns they had; they were sorely outnumbered.

Beneath them, Azog's followers had massed paper and rotted wood—they struck matches to it and it kindled brightly. It was three yards or so beneath them, but as the flames leapt up merrily Thorin knew they would not be able to stay in their refuge long.

Azog's teeth glinted devilishly in the glow. "Watching and waiting, Oakenshield? A coward, still. As your father was. As your grandfather was."

"We have to get down," Balin begged, behind Thorin. "We'll be roasted."

Thorin stood still. He could feel the heat rising now; in a few moments there would be no choice. They would be forced to descend.

They might be able to kill a few, he thought. Before they were beset by the dogs—before—

In his mind rose the thought of Kili, bloodied and still. He closed his eyes briefly. The hatred in his breast against Azog had burned long and fierce—but it was mingled with fear now, fear for his men, and such weakness was to be cast out and rejected for what it was.

He could not be afraid, not even for his nephews.

"Come down," Azog said, and it was hurled out like a challenge, yet somehow it seemed to come only to his ears.

Smoke rose like poisonous vapors. It was beginning to rain again, a miserable drizzle, and Thorin heard his men's sighs of relief. They would be safe, then, from the fire, but that was of no account.

"I will come down," said Thorin. Behind him, there was a sharp intake of breath.

"Uncle—" Fili whispered.

"Thorin, don't," Dwalin ground out. "It's a trap. Nori's almost got the door."

"I go alone," Thorin said.

"I've got the door," Nori hissed, soft enough that it would not alert their discovery to their enemies.

"Open it!" Gandalf ordered, and Nori and Bifur thrust it inward, so that the men could make a break for it.

A hail of bullets followed, but it was ineffectual for quite another reason. No sooner had several of them dashed through the narrow entrance but there was a great groaning, screeching sound of breaking-the fire escape on which they had gathered collapsed.

It hung drunkenly from the side of the building, half tipped on its side. Dori and Ori were dangling from it on end—the burglar was huddled between two twisted lengths of railing.

Thorin jumped.

His feet found purchase on the ash-streaked ground and he regained his balance, forcing off the hold of his men's pleas from the doorway above. There was no way out, but he kept his shoulders proud and his gaze fixed on Azog. "Hold off your dogs, wretch," he said coldly. "Or are you afraid to meet me for the second time, mangled as you are?"

Azog charged. There was brutal quickness but no lack of control in the monster's assault. He went for the throat, the gleaming metal weapon snapping and twisting, but Thorin blocked and parried. Thorin had no time to marvel at how he had mastered what remained of his sapped strength; he could already feel it waning. But he thought of his men, those who had gained relative safety only to abandon it again, trying to help their imperiled comrades. He had bought them that at least—Azog's men would not shoot so long as their master was engaged in combat directly before them.

Yet it was not only with their master that he fought. Azog whistled and three of the dogs sprang forward, snarling and frothing. Thorin struck one down but the other two were upon him—he fell, staggered to his feet, fending off their lashing, cracking jaws, and Azog's claw raked him deep across the chest.

"Oakenshield," the man mouthed, speaking the name for the second time, and his pale unsettled eyes flickered with unholy laughter. "It has a ring that suits you. It reminds me of my vengeance." He lashed out again and Thorin caught the blow, striking him hard under the chin.

Azog reeled but lunged a second later, bringing his knee to crack hard just under Thorin's ribcage. The dogs rejoined the fight with vigor, and Thorin could not keep them off. The mangy white cur clenched its jaws in his flesh as it dragged him to the ground.

His shoulder exploded with pain, and the world danced like flames before his eyes. Somewhere, seeming far in the distance, he heard Fili calling out his name. Close to his ear he heard the harsh whisper of a blade being drawn, and he struggled vainly, trying to find something to cling to in the gathering dark.

The blow would fall, any second now.

But it didn't. He waited, but there was nothing—and then a crash, a shout, and distant sounds of fighting all around.

The blackness seeped deeper still, and Thorin gave in.

v.

I have grown only in the capacity to fear, thought Bilbo, and shivered against the cool imprisonment of the iron bars. It had all gone wrong—this horrible monster of a man, with his milky-pale skin, furrowed by scars…his glaring eyes, his dreadful smile.

They were all going to die, and Bilbo feared not only for himself, now. He feared for every one of them—young Fili and Kili, and Ori and Dori who were clinging by their fingertips at the edge of the wrecked contraption, kicking their heels in terror above the jaws of the dogs.

He feared for Dwalin, who was desperately trying to find his way to help Thorin, and of course he feared for Thorin.

Thorin, who was locked in battle with Azog, beset by dogs and clearly ready to drop with weariness. Bilbo had spent much of his time on this extraordinarily ill-fated quest being quite exasperated with its leader, but now, he felt some of the same loyalty that spurred the others onward spark up within him.

Thorin couldn't die. And Thorin would die, if he kept fighting alone. Even as the very thoughts formed in Bilbo's mind, he saw the man fall. Saw the cruel creatures swarm over him, going in for the kill.

And Bilbo jumped.

It was a long jump for a man, especially one so small as him. He was higher up than Thorin had been, and it hurt him terribly about the ankles and knees. But he thought nothing of that. In fact, he thought nothing of anything, because afterward, he was never quite sure what had happened—only that a moment later, he was staring up at the horrible face of Azog, whose long knife Bilbo had just knocked from his hand, with the white dog dead at his feet and its blood staining the blade Gandalf had given him from the car thieves' hoard.

This is the end, Bilbo thought, but just then, he didn't feel afraid anymore. He felt terribly angry, and terribly fierce, but he didn't feel afraid.

Azog leaned back on his heels, silent in that moment and almost wondering. His bright eyes were on Bilbo, and the pincers that formed some sort of prosthetic around his ruined arm flexed and flinched.

"You're so very…small," he said at last, still wondering, and Bilbo stood his ground.

But then Azog smiled, and there was such malice in it, such plans for cruelty, that Bilbo felt every ounce of his fear returning and reflected (afterwards) that he had no real claim to the bravery that he had just evinced.

It might have been finished then, but Bilbo was not alone. From the lower part of the warehouse that Nori had broken into, the doors burst open, and Fili and Kili and Dwalin and several of the others rushed out as well.

They had few men and fewer guns. But the fury and suddenness of the onslaught set the match fairly, for a few moments at least, and Bilbo still stood over Thorin's motionless form, waving his blade and recalling more and more by the minute that he had no actual idea how to properly use it.

Azog kept smiling. He swung at Bilbo, who ducked, but then the steel grip caught him around the arm, twisting and pulling—Bilbo felt pain shoot up to his shoulder, and he dropped his knife.

Is this, then, the end?

The growling rush of motors interrupted them, and Azog let go of Bilbo's arm, leaving the little man to fall to his knees beside Thorin, gasping. In a flurry of movement, a flank of motorbikes rounded the corner of the line of warehouses, ploughing straight through the cluster of Azog's men with no apparent concern for their wellbeing.

Fili and Kili and the others dashed out of the way ably enough, and the riders did not pursue them. They seemed intent on only those who had attacked, and as they guided their motorized steeds this way and that, Bilbo caught a glimpse of outspread wings embroidered on their leather jackets.

The Eagles, he read, as one flashed by him, and through a daze of pain, still clutching his arm, he tried to remember anything he'd heard about biker gangs by that name.

The riders were certainly everything Bilbo might have feared them to be—broad-shouldered under their leather jackets, granite faces, aquiline noses framed by formidable shades, even after dark. Those of Azog's followers who tried to open fire on them were taken out by a none-too-gentle sideswipe, and most who could still run fled rapidly, led by the hulking shadow of the monster himself.

Gandalf, clambering down the ruined fire-escape, was chuckling. "Well-met, my good friends!" he cried, and climbed hastily onto the back of one of the bikes, to go whirring off into the darkness before Bilbo had a chance to find his voice and begin to ask questions.

Two of the bikers rescued Dori and Ori. Two more took Fili and Kili. And one—an old grizzled fellow with gray in his beard—lifted Thorin in his massive arms effortlessly, and disappeared into the darkness.

It was all indistinct after that. Bilbo knew that he must be close to fainting, for he kept imagining giant birds, grave and fierce with golden eyes, and even fancied himself to be flying queasily high above and beyond the outskirts of the city.

But when he drifted back into consciousness and pain, he was flying along the road instead, pressed up against leather and metal, and when he tried to ask questions he was told to stay quiet, and rest if he could.