So now that some things have happened I can get this Kili/oc love thing going. There will always be bumbs in the road, but i like the way this is going. Thank you all to my lovely reviewers! You make me so happy!

Anything in italic is another language translated to English.

Disclaimer: I do not own anything, but Lily.

They were coming. Lily could here them getting closer and closer. She ran so fast she was afraid she'd trip and take Kili with her. If they fell, it would be over. She just knew it. She had rounded a tree and suddenly a warg had jumped over a rock and landed in front of her and Kili. Kili pushed her behind him.

"Stay behind me!" He whispered to her. The beast slowly began to stalk them. Kili and Lily backed up against a tree. They were trapped. The warg growled low and jumped for them. Thankfully Dwalin ran into the beast and Bifur impaled it with his spear.

"Keep moving!" Dwalin yelled before he ran off to follow the rest of the company. She visibly sighed and was once again moving through the trees with Kili.

Unfortunately their efforts seemed to be for nothing when they halted at the edge of a cliff. One particular tree barely erect on the very edge of it. It looked like there was no way out.

"Up into the trees, all of you!" Gandalf shouted. "Cllimb! Climb!"

Lily saw the dwarves around her begin to climb into the trees. She had grabbed onto a branch when someone beneath her pushed her legs up and into the waiting arms of Fili who had been a few branches up. She looked down to see Kili climbing up after her.

"Higher Lily, don't stop until we're out of their reach." Kili said. It was more of a plea than a demand, but she did as she was told and climb up until Kili pulled her into him and used his body to cover hers from danger.

She could feel the his chest move in and out with each strained breath. His breath tickled her ear as he panted almost silently. She closed her eyes and wondered why they couldn't have these moments when there wasn't imminent danger either coming at them or right around the corner. She leaned her back into him and he made a gasping noise. She didn't need to look at him to know he was probably smiling by now. Fili next to them rolled his eyes at the small display of affection before turning back to the matter at hand.

The wargs were descending upon them and the hobbit still had not made it into the trees. As soon as Bilbo relieved the warg of his sword, he looked around to see no one about. He saw the wargs coming and in the blink of an eye he was scrambling up the trees. It was lucky, to say the least. That was something both Bilbo and Lily possessed.

It was seconds later that the wargs were beneath the trees, circling and snapping at whatever was hanging off of the company. Just as it seemed they were going to start attacking the trees they suddenly stopped and looked at the oncoming pale orc riding his white warg.

Thorin was haunted by this orc that stepped forward. It must have been the pale orc the goblin king had spoke of hours ago within the mountains. The fear in Thorin's eyes startled Lily as she watched the scene play out.

"Azog." Was all he sad. The pale orc, who she now knew to be Azog, leaned forward on his warg and smelled the air. He spoke in a language that she actually understood...which was weird cause she barely knew elvish much less whatever this was. Then she remembered the faerie, Lucynda. She was probably a few thousand years old, therefore probably knew a lot of languages. Some of her power must still be in her.

"Do you smell it?" Azog began, "The scent of fear?" He sniffed the air again. Thorin looked at him with malice and dread.

Azog continued, "I remember your father reeked of it...Thorin son of Thrain."

Thorin's face become that of fright and anxiety, "It can not be."

Azog smirked and was taking another sniff of the air. His eyes then locked on Lily. Lily visibly shook with fear when he grinned at her. "You...You will be mine little fae." He took another long smell of the air, "Your scent is as sweet as a flower...but soon...you'll smell of only me." What he had just said made her eyes widen and she had to put her hand over her mouth to keep from throwing up.

Kili held onto her tighter and glared at the Pale orc. He'd be damned before he let anyone take her away from him. Lily looked up at Kili, tears in her eyes and terror plastered onto her features. His heart broke at how scared she was.

"Lily, I will not let them take you...you will not be lost to us." He touched her face with a soft caress to wipe away some tears. The touch only made her cry more as she turned into him and cried into his chest.

"Please don't let him...please.." She sounded so weak at the moment, like it was a fate worse than death...and she was right, it was.

Kili pulled her face up to his and smiled sadly, trying to give her confidence, "I promise you, I will not let that happen. None of us will."

"But what if he does!" She let out a cry that made it almost impossible for her to continue talking.

"Lass, none of us will let you go that way...you mean too much to us and far too much to Kili." Fili had said about the smartest thing he had since she met him. She looked at Fili confused about the last part of that and then her eyes swept to Kili. His brown eyes mingled with her bloodshot green eyes.

"Aye, Lily. I care far more than you know to let that beast take you from me..." He seemed to choose his words carefully as to not say something he shouldn't right now. He did, however, do something that she thought wasn't going to happen so soon. He kissed her. It was a soft, reassuring kiss that had her melting like butter. He pulled away and looked at with a smile. Fili snorted next to them and tried to watch for the wargs that were waiting commands.

"I will never, ever let anything happen to you. Not while I still have a breath left in my body." She was instantly in his arms embracing him. It may not be love, but the feeling of it washed over her in waves that made her now feeling brave. She could take on the world after the feeling flowed through her. The moment was broke with Azog letting out a command.

"Bring me the girl!" He then pointed towards Thorin with his mace, "That one is mine...kill the others!"

The wargs charged the trees and began ripping and clawing at the trunks and lower branches. Lily was struggling to keep her footing as the wargs shook the trees with their attacks. It was after a few moments when the tree next to them uprooted and began to fall towards the one they were in.

"Watch out!" Fili yelled.

The trees collided. The impact and extra weight made the tree they were in uproot as well. It leaned towards the other tree.

"Jump!" Kili said to her and all but threw her into the next tree they hit. She grabbed on tightly to a branch. The domino effect continued, making her jump through other trees until somehow, by some miracle, they were all in the same tree...which unfortunately was the one that was on the edge.

Not good.

They were looking down at the wargs that were stalking the tree, their prey merely feet away from them. It was an amazement the tree hadn't fallen already or that none of them had falled from the limbs into the jaws of the wargs.

A hand found her face and turned her around from her perch. Lips were suddenly on hers and she blinked in surprise. These were definitely not lips she had felt before...and the blonde hair was not the dwarf she thought it was. She pulled back and slapped Fili in the face.

"Oi! What the hell do you think you're doing!?" She was about to kill a dwarf...seriously.

He smirked and put a hand on his now red cheek, "Just thought I'd get a last kiss from a lovely lady. It worked with Kili didn't it?" She rolled her eyes and turned away from him blushing. Though her back was turned she head Kili hit Fili on the back of the head.

"Oi, she don't belong to you...yet." Fili rubbed the back of his head.

"Stop it! Can't you see we're in the middle of something!" Shouted Dwalin from above them. He was most certainly right. This was not the time or place to be messing around.

The wargs were as relentless as ever. The company felt an impending doom upon them. There was no way out and it looked like it could be the end. Suddenly a ball of fire was thrown at the wargs down below.

Lily blinked and looked at her hands. Kili looked at her curiously.

"Was that you?" He asked.

"I...I don't think so..." She was more confused then ever. She couldn't have done that...right?

It was then that she saw pine cones being passed around. They lit them on fire and threw them to the ground below. This was something she could do. She grabbed a couple pine cones and lit them on fire with her hands and chucked them. The idea was effectively making the wargs retreat.

Once Azog let out a yell of frustration they knew they had beaten them with the fire. The dwarves cheered loudly, all very happy that harm was away from them.

"See, I told you. You'll always be safe with me." Kili said with a smirk. She opened her mouth to speak when the tree they were in started to uproot and leaned backwards...towards the abyss that was below. The roots must have been strong enough, however, because it stopped mid air. The dwarves were hangning on for dear life now. It seemed they could never get a moments peace.

Ori screamed as he fell, but luckily grabbed hold of Dori's leg. Unfortunately the grip Dori had was slowly starting to slip away.

"Mister Gandalf!" Dori yelled out. He really was struggling keeping him and the young Ori from falling to their deaths. Finally he slipped and Gandalf was fast enough to thrust his staff out just in time for Dori to grab on.

They were all struggling to regain their ground. Thorin looked at his company...his comrades...his friends...they would all die...and it was all because of Azog! He kept his eyes on Azog as he did, what Lily thought was either, the dumbest or bravest thing she had seen. He stood up with all the strength he had left and walked with purpose off the trunk of the tree. The walk soon became run. The determination in his face set on destroying Azog. The fire blazed around him as he ran for his enemy.

The dwarves looked on it amazement as their leader, almost fearlessly raced down the tree to attack their foe. It was a breathtaking scene to say the least. Lily pulled herself up enough to kneel on the trunk of the tree as it all happened. Bilbo next to her watching as well.

Thorin raised his sword and his oakenshield up to begin his battle with Azog, but the pale orc was smart and charged his white warg forward knocking Thorin down. Thorin fell to the ground as the Pale orc turned back around. As thorin tried to stand and defend himself, Azog hit him hard in the shoulder with his mace. Thorin was on the ground again. The fight seemed futile at this point.

Balin let out a strangled cry and those around watching in anguish. She then notice Bilbo stand next to her and look down at the altercation.

The white warg wrapped his jaws around Thorin's midsection and screamed in pain.

"Thorin! Nooo!" Dwalin shouted and tried to get up, but his tree branch broke and he had to grab for another.

The white warg bit down harder crunching bone, but suddenly threw Thorin like a rag doll when he hit it on the snout with his sword. Thorin hit a rock a few feet away and laid there practically motionless. His body was mangled and worn out.

"Bring me the dwarf's head." Azog told another orc. The orc looked pleased to be doing this great honor and hopped off his warg with a sword in hand.

When Thorin saw him coming he tried to grab for his sword. He was so broken and disorientated he could barely manage to touch it.

Next to her Bilbo took out his sword...or letter opener. Whatever he decided to call it. Lily grabbed his shoulder.

"Bilbo no! You could be killed!"

"Would he let us die Lily?" The question made her freeze. Bilbo was right...he'd do the same for them. She nodded and let him go. It was in that moment that she knew Bilbo couldn't do it on his own. She was the only other person with the power to help. Everyone else was still clinging to dear life.

Lily looked down at Kili who was starting to pull himself up carefully. He stopped when he saw the look in her eyes.

"Lily...Don't! We will be able to hel-" She quickly leaned down and kissed him on the forehead.

"There's no time...please remember that I care for you." With that she was off following Bilbo. She heard Kili struggle more to get up and heard him scream out her name.

The orc was just about to slice Thorin's head off when he was tackled by Bilbo. Bilbo then proceeded to fight him off and stab him. He killed the orc? She had severely underestimated this little hobbit. Thorin had long since passed out by then as Bilbo came in front of him to protect him. The Pale orc smirked and he moved forward with other warg riders beside him. They weren't going to need much to take out this little creature.

"Kill him." Azog commanded, but just as one of the warg riders moved up a voice rang out near them.

"What do you care for more Pale orc? The head of Thorin...or a woman who could bear children with the power to destroy armies?" Lily was behind Bilbo and Thorin, near the edge of the cliff. Azog looked at her and then down to Thorin. He seemed to make his decision.

"You know my answer fae. I will take both his head and your body." He made to move forward.

"I wouldn't..." She took a step backwards, getting far too close to the edge for anyone's comfort. Even Azog blanched at the idea. "I'd make a deal with you."

The Pale orc smirked and leaned forward on his warg making himself comfortable. This was something he was ready to hear. "And what deal could that be little fae?"

Lily swallowed, but held her ground. "You kill them and I'll throw myself to my death...but if you let them live..." She watched him cock his head to listen more intently. "And I'll go with you willingly."

She heard some dwarves in the backyard yelling for her to stop, but she knew she had to save them. Bilbo turned quickly with wide eyes and disbelief at what she had just let pour form her mouth. The Pale Orc, however, was intrigued beyond measure and looked down at Thorin laying there seemingly lifeless. It was a perfect opportunity...although...he could trick the woman into thinking he would make the deal she wanted.

He smirked and put out a hand, "Very well little fae. You will be mine freely in exchange for the lives of the dwarf-scum. Now come."

Lily looked at his hand and then back up to the his face. He made the deal...but the glint in his eyes said otherwise. That was okay, she had another trick in her sleeve if he didn't obey the stipulations she had put out. She gracefully walked over to his white warg with the regal of a queen and reached for his hand.

Before their fingers touched a loud cry rang out causing them all to look to their left. Fili and Kili had come from the fire to attack the wargs. Soon the other dwarves, minus those stuck at the moment, came to help as well.

With the distraction Lily was able to send some fire at a warg and his rider before grabbing a sword from the ground and slashing at a passing warg. She had found her way to Kili who was dispatching an orc and looked around him when he caught her eyes. He looked pissed.

Woah, time to go the other way.

That plan obviously didn't work when he grabbed her forearm and shook it. His eyes filled with anger and betrayal.

"What were you thinking!? Do you beg for danger or do you really not understand that you put yourself in these situations!?" He didn't even look when he slashed at a warg as he spoke to her. She only stared before she sighed. "I said I would protect you! Now let me do that without you giving yourself away to our enemy!" He shouted and dragged her away from the center of the battle...which was hard to do cause it was everywhere.

"Kili I'm sorry! I was just trying to save you all from certain death..." She sniffled when he turned to her after cutting off an orcs head. He was still furious.

"And let us live on knowing that you would be defiled every night by that monster! You have a terrible idea of sacrifice Lily." He threw her at Bofur who was confused.

"Keep her safe...and make sure she doesn't get into any trouble." Kili then left them as he went to fight with the rest. Lily would be safe with Bofur protecting her. He was a great fighter and with Dwalin close to them it would be almost impossible for them to get to her.

Kili made it to his brother and slayed an oncoming ward. He stabbed at it several more times than he needed to.

"Lover's spat already brother?" Fili joked as he fought with an orc, successfully defeating it right away.

"Don't even get me started on her..." Kili cared for the girl deeply, but she continuously put herself in harms way and he did not like that. His woman-...his woman? Did he care for her that much? Did he actually love her? He obviously must if he treated her so. All he wanted to do was keep her safe.

He had just killed another warg when he heard the eagles. They started picking up the dwarves and dropping them onto the backs of other eagles waiting to take them away. Kili and Fili had been swiped up quickly and dropped to the back of an eagle waiting below. When they were high enough he saw that Lily was still below on the cliff. Now he wished he had kept her close.

Lily was so relieved to see the eagles helping them. They threw wargs and orcs off the side of the cliffs and picked up the dwarves to carry them away to safety. Most had already been picked up around her and she was about to be picked up by another when she saw wargs running at her. The eagle wouldn't get to her in time. She turned around began to run. The cliff's edge came soon than she thought and she turned to see the wargs stalking up to her. Azog parted the wargs and came forward.

'They are alive...now you belong with me." He said with a growl. Lily saw a feather fall between her and the wargs. She smirked at Azog and he looked confused at her. She put out her arms and took a step back. Azog yelled out a curse as she fell backwards. Her hair was all over the place in waves flying in the wind. She closed her eyes and turned herself to be face down. The ground was coming closer, but she knew it was this...or something far worse.

Once again thank you ever so much! There will be more, I promise. I also want to point out that I will continue on with the book after the movie part. In the future when the movies all come out, I will probably re write it all or make another story. We shall see!

Til then-REVIEW, REVIEW, REVIEW!