The warm tender moment is cut short by a howl cutting through the air chilling everyone to the bone and the company realizes that they are in great danger.

"Out of the frying pan…" Thorin said.

"…and into the fire." Gandalf finished. "Run, RUN!"

They all started running down the mountain as fast as they can. The wargs followed them rapidly; the sun set as they ran and night came. Soon the foremost warg caught up to the group and leapt at Bilbo; Bilbo ducked behind the rocks and the wargs jaws snapped in the air over his head. The warg landed in front of him growling as it charged at him.

Bilbo pulled out his sword and held it in front of himself; the charging warg impaled itself in the head on the sword and fell back down dead. Bilbo looked down at the dead warg in surprise. A few more wargs caught up to the fleeing dwarves, but they are quickly dispatched. The company reached a large outcropping of land with a few trees growing on it; they were trapped there, as there was no way off the outcropping besides a great fall down the mountain.

"Up into the trees, all of you!" Gandalf ordered. "Come on, climb! Bilbo, climb!"

Bifur throws an axe, killing a warg which was approaching him. Bofur jumped off a rock and grabs a tree branch, using Dwalin's head as a stepping stone to the tree. He looks for Kida and spots her pushing Ori up into a tree then following after him along with Nerys. Other dwarves began climbing the trees as Bilbo tried to pull his sword out of the dead wargs head, but it was firmly stuck.

"They're coming." Thorin called out.

Gandalf climbed to the top of the furthest tree as Dwalin gave Balin a boost. Thorin, Bombur, and the rest climbed up the trees as well. The main body of wargs and warg riders approached them. Bilbo finally managed to pull his sword out of the warg.

"Bilbo! Look out." Kida yelled. Bilbo looked up to see the wargs baring down on him and he quickly clambered up a tree as the wargs rushed below him. Dozens of the fowl beasts circled the trees in which the company members were perched.

Gandalf reached out with his staff and picked up a moth sitting in the same tree as him. Brining the moth close to his face he whispered to it; he then blew it gently on it, causing it to flutter away. The wargs ceased their growling and turn as the white warg with Azog approached slowly. Thorin Nerys and Kida were shocked.

"Azog?!" Thorin breathed out.

"I thought he was dead." Nerys said as the white warg growled, Azog stroked it and talked ominously.

"Nuzdigid? Nuzdi gast?" He said in an oily voice. "Ganzilig-I unarug obod nauzdanish, Torin undag Train-ob."

("Do you smell it? The scent of fear? I remember your father reeked of it, Thorin son of Thrain.")

"It cannot be." Thorin said with a grief stricken look, realizing that Azog had captured his father.

"Kod, toragid biriz." Azog said to the warg riders. "Worori-da!"

("That one is mine, kill the others.")

At his command the wargs leapt forward and tried to climb the trees. They jumped as high as they could, scrabbling at the tree trunks breaking them apart in their jaws. The trees shook violently at the assault and the dwarves struggled to hold on.

"Sho gad adol!" Azog cried out.

("Drink of their blood.")

With the weight of the dwarves and of the wargs climbing it, the furthest tree from the edge of the cliff got uprooted from the ground and began leaning wildly. As more wargs grabbed onto it, the tree tipped over and landed on the next tree; the dwarves and Bilbo jump from the falling tree to the next. However, this tree tips over as well causing a chain reaction and all of the trees start to fall like dominoes.

"Jump!" Kida yelled and they are forced to jump from tree to tree until they come to the last one on the very edge of the cliff that managed to stay up right. Azog laughed as they looked around in desperation, Gandalf spies a pine cone. He grabbed it and used his staff to set fire to the pine cone; he then threw it down amid the wargs who retreat in fear of the fire. Azog is startled and angry at the unexpected resistance. Gandalf lights two more pine cone and throws one down to Fili.

"Fili." Gandalf called out as he tossed the pine cone down.

Fili caught the pinecone and copies Gandalf earlier actions. The others start to gather pinecones which Gandalf sets on fire and lobs them at the enemy. The entire area around the tree is set on fire forcing the wargs to retreat a distance. One warg is forced to flee entirely its fur alight with fire. Azog roared in anger and frustration as the company cheered at their small victory, but their cheers turn to cries of fear as the roots of the tree started to give way; the tree tipped precariously over the edge of the cliff. It comes to rest sticking straight out away from the edge of the cliff. The ground is far below them as the dwarves try to hold on as they got flung around. Ori lost his grip on the tree and fell, but manages to grab onto Dori's leg.

"Aahhh! Oh! Oh no!" Ori yelled.

"Mister Gandalf." Dori called out desperately. Because of the extra weight, Dori loses his grip on the tree as well and starts to fall, but Gandalf quickly swung his staff down and Dori grabs the end of it. "Hold on, Ori."

Nerys hung by her claws trying to find traction for her feet to be able to climb up, but it is not an easy task. She saw as Azog growled and Thorin, clinging to the tree, looked at him in hate and anger. Thorin pulled himself up, his sword drawn, and walked down the leaning trunk as the others hanging from the tree look on.

Thorin ran through the burning ground at Azog and his White Warg. Azog spread his arms wide with a smug grin on his face. Thorin growled as he ran with his sword raised and his oaken branch shield held in front of him. Azog crouched, then roared as his warg leapt at Thorin, Thorin tried to swing his sword, but the warg hit him in the chest with its forepaw, smashing Thorin to the ground. The others looked in shock unable to come to Thorin's aid as Dori struggles to hold on to Gandalf's staff.

"Help!" Ori called out as Dori's hands start to slip. Kida swung down locking her legs around a sturdy branch and she hung upside down grabbing hold of the back of Dori's jacket her claws digging into the thick leather material on his back taking some of the weight off his arms.

"I cannot pull you up, keep holding on." Kida ground out as Dori nodded vigorously.

Thorin got back up on his feet, panting, Azog and his white warg wheeled around; they charged at Thorin again. Azog swung his mace and smashed Thorin I the face before he can react. Thorin was brutally flung to the ground by the impact.

"No." Balin shouted as Azog roared in excitement.

"Thorin!" Nerys screamed.

Bilbo managed to stand to his feet on the tree. The White Warg clamped its jaws around Thorin who yells in pain. Dwalin tried to get up to assist Thorin, but the tree branch he was holding onto broke, swinging him precariously over the edge and preventing him from reaching Thorin.

"Thorin, no." Dwalin shouted as the white warg held Thorin in its mouth, Thorin manages to hit its head with the pommel of his sword. Roaring, the white warg threw Thorin several feet away onto the flat rock nearby. Thorin landed heavily, his sword falling out of his hand and was on the verge of unconsciousness.

"Biriz torag khobdudol." Azog ordered. ("Bring me the dwarf's head.")

One of the orcs jumped off of his warg and approached Thorin. Bilbo seeing this, pulled out his own sword which glowed blue and bright. The orc stepped up to Thorin who desperately tried to reach for his sword, but it is too far. The orc placed the blade to his throat then raising it he prepared to behead Thorin.

As he swung his sword down Bilbo came out of nowhere tackling the orc. As they fought Bilbo managed to stab and kill the orc causing Azog to growl angrily while Thorin loses consciousness. Pulling his sword out of the dead orc Bilbo stood in front of Thorin's body waving his sword in a threatening manner. Azog smiled in hatred then ordered for him to be killed.

Nerys pulled herself up with great effort and darted out in front of Bilbo with a wild vicious roaring howl followed by Fili, Kili, and Dwalin who have also managed to get off of the tree. They all plowed into the enemy and stared to fight them back. In the confusion Bilbo yelled and leapt forward wounding a warg that Nerys finished off ripping its throat out with her claws.

The white warg hit Bilbo with its head and sends him flying back. As the fighting continued, Azog and his white warg approached Bilbo for the kill. The others had been surrounded leaving Bilbo at Azog's mercy.

Suddenly the moth returned to Gandalf just before Dori sliped from the end of Gandalf's staff and was now only being held by Kida who saw the eagle coming.

"Master Dori, Master Ori, forgive me for this." Kida said as she unlatched her legs sending herself Dori and Ori falling toward the ground far below when an eagle swoops out of nowhere and catches them on its back; they yell in fear still as they are carried away while Kida whooped with excitement.

Several more eagles appeared and joined the fray. Some grabbed wargs and orcs tossing them off the cliff. Others knocked down trees which crushed the wargs under them. Another eagle fanned the flames with its wings causing an inferno which burned the wargs and Azog snarled in frustration.

One eagle grabbed Thorin and his sword in its talons and flew away, but his oaken shield slipped from his arm and landed on the ground. Azog roared and jumped as an eagle flew by him; the eagle headed straight for Nerys and an alarmed Bilbo snatching them off the ground. It then threw them through the air causing Bilbo to scream as Nerys laughed in exhilaration landing on the back of another eagle.

"This is amazing." Nerys said still laughing as Bilbo clung to her arm.

The rest of the eagles proceed to snatch the dwarves out of the tree and fly away. Only when Gandalf was left in the tree, the roots give way and the tree fell off the edge of the cliff. Gandalf leapt clear of it and was caught by an eagle. As the eagles fly away with all the company, Azog and the few Warg Riders left growling in anger and frustration.