They ran as fast as they could down the hillside while the night slowly fell upon them.

Lili could hear the growling of the wargs drawing closer, becoming louder and more terrifying than ever before. She turned her head and could see at least ten or twenty wargs heading towards them at top speed.

Finally they reached the edge of a cliff, the chasm deep down below. Gandalf called, "Climb! Up on the trees! Hurry, all of you!"

Each dwarf grabbed a branch and began climbing up the pine trees.

"Bilbo!" she called and the hobbit sped up, a warg close behind him. With a roar Thorin jumped between the warg and Bilbo, killed the beast with his sword. He wrapped his arm around Bilbo and climbed up on the tree, let Bilbo down on a branch to pull Lili closer to him.

The wargs circled the trees, jumped and tried to snap at them but luckily didn't reach them. Suddenly the creatures stopped and turned their heads towards a group of orcs riding on wargs. Lili could feel Thorins muscles tensing as one warg appeared with fur as white as snow and on top sat the most evil orc Lili had ever seen.

His skin was pale, his body muscular and covered with a lot of scars, his eyes were dark and flashed at them. One of his hands was missing, replaced by an iron-hook and Lili knew that this orc could only be...

"Azog..." Thorin breathed in shock. She looked into his eyes and her heart nearly broke into pieces for she never thought she would witness so much pain, so much grief and so much shock in the dwarf kings beautiful blue eyes and never had she thought she would see him teary-eyed as well.

Azog spoke viciously to his orcs and they all could hear him saying something about Thorins father Thrain.

"It can not be!" Thorin breathed still in absolute disbelief. Lili placed a hand on his shoulder, but his eyes were completely fixed on the pale orc in front of them.

"Thorin! What now?" Fili called, tried to pull his uncle out of his shocked state.

Finally he looked at Lili. "He was destroyed..." he mumbled. She reached for his cheek, gently stroked his beard and tried to sooth him.

Out of the corner of her eyes she saw Azog raising his mace, pointing at Thorin and called, "Kod, Toragid biriz!"

She knew this was not a good sign and when he added, "Worori-da!", the wargs charged at them again, some of them tried to climb the trees.

Lili screamed and Thorin reacted quickly, pushed her further up the tree so Balin could hold her tight.

"Everyting will be fine" the white-bearded dwarf tried to calm her down without much success.

With each attack of those beasts, the trees shook violently and they all struggled to hold on tight to the branches. Lili spotted Dwalin on another tree and could see that the tree started to fall backwards.

Her eyes grew wide. "NO!" she cried out but much to her relief the tree hit the one standing on the edge of the cliff, which prevented that the dwarves would fall down the cliff and die. One by one climbed onto the last tree in which Lili spotted Gandalf and she frowned.

It seemed as if he would talk to someone or something in his hands and suddenly a little moth flew away into the nightsky.

"Lili!"

She turned her head and saw Dwalin gesturing her to hold on tight and with horror she felt her tree falling as well. Her eyes found Thorin who was holding tighter to the branch beneath her.

With a 'thud' the tree fell against the last one as well, making it shake extremly. Now they were all gathered on the last tree.

"Gandalf! Do something!" Kili called and the wizard looked searchingly around until he spotted a pinecone. He grabbed it and set it on fire. He threw it down and the wargs retreated a little.

"They are afraid of fire!" Lili called happily, picked a pinecone and animated the dwarves to pick some as well.

Gandalf lit two more and threw one to Fili and one to Lili so they could lit the other cones.

"FIRE!" she called and they all threw their burning pinecones down and laughed and cheered when one warg cried out and galloped away with his fur burning.

An angry roar rang through the air and they all turned their attention towards Azog again.

Suddenly their tree began to give way, leaned over the edge of the cliff and finally came to a halt, stuck straight out away from the edge.

Lili looked down and saw the ground far, far below. Azog growled and she looked up again, saw him grinning evily at them.

When she turned to look at Thorin she could feel a very bad feeling growing in her chest while he gave Azog a dark look, his eyes full of hate and anger.

"No! What are you doing?" she cried out when he pulled himself up with Orcrist drawn and sloly walked down the trunk. The whole Company watched in shock.

"Thorin, don't!" Dwalin called but was unable to get down from the branch he was holding on to.

Tears shot into Lilis eyes when she saw the white warg leaping at Thorin, knocked the dwarf king into the chest and he smashed to the ground.

"Please, stop! No!" she cried and felt so helpless, so useless. The stream of tears began to flow harder when Thorin got up again, just to get smashed into the face by Azogs mace. He brutally flung to the ground due to that massive impact.

Lili closed her eyes and suddenly a vision of her last conversation with Lady Galadriel came back to her mind.

"The face of one that wore it struck fear into the hearts of all beholders, but was itself guarded from dart and fire"

"You want me to give it to Thorin when the time is right."

"Take now the Dragonhead of the North and when the time comes let Thorin wear it well."


She snapped back out of her thoughts, the heavyness of the helm in her bag now more present than before and could hear Thorin yelling in pain as the white warg clamped its jaws around him. With last remaining power Thorin hit the wargs nose with the pommel of Orcrist.

The beast roared and threw Thorin a few feet away onto a flat rock nearby. He landed heavily, his sword fell out of his hand and he was almost unconscious.

Lili had no idea what happened for it was too fast when suddenly Bilbo smashed into the orc that wanted to behead Thorin. And also Dwalin, Fili and Kili charged at them until the whole Company, except Ori and Dori who were both hanging on Gandalfs staff above the cliff, fought with the wargs.

Lili climbed down as well.

"DON'T!" she could hear Gandalf but ignored him. She had to reach Thorin. He lay motionless on the ground and she sank down on her knees.

"I'm so...so sorry..." she whispered and sobbed while her hand was placed on his chest to feel his heart beating very low.

"Thorin...please...wake up" she shook him a little.

Slowly his eyes opened a little, found hers. He struggled to breathe. "Li..." he coughed and she stroked his hair.

"Don't speak, Thorin" she whispered and placed a kiss on his forehead.

He breathed again. "I lo..." but he fell unconscious again.

She cried harder, so hard that her body became numb and so she didn't even care when a huge eagle snatched her up from the ground and let her drop on the back of another eagle on which Dwalin was sitting. He pulled her closer, held her tight.

"He'll be fine again" he whispered and watched the motionless body of his best friend laying in one of eagle's talons.

She sobbed, her eyes found Thorin as well. "I'm so sorry..." she mumbled again.

Dwalin looked at her. "What for, Lili?"

Her eyes were still fixed on Thorin when she whispered,

"I failed"


A/N: Finally I made it! Azog-scene the 5th xD

Hope it was alright and now I might be able to update more frequently again :)