I do not own anything written by J.R.R. Tolkien or in Peter Jackson's movies.

Tauriel sat on the rim of the same fountain where she had found Sigrid telling tales days earlier, a Man child in her lap clinging to her, offering what comfort she could as the drums of the approaching Orc horde almost drowned of the wails of frightened children. Throughout the morning, as Dain's Dwarves had won their race with the Orc horde approaching and was slotted into place on the left against the river, Sakura had been holding the children enthralled with yet another of the infinite number of stories she seemed to know — until the Orcs arrived and the drums had started to beat. Now she, Sigrid and Tilda were doing their best to help those children's mothers calm the other children, though Tilda was hampered by the tears running down her own cheeks.

Movement by the entrance to the square caught Tauriel's attention and she glanced over to find Legolas standing there next to a still-disgruntled Dwalin leaning against the wall, eyes wide as he took in the cacophony. He still was dressed in his green and brown leathers, so his armor hadn't arrived in the night. Not that she'd expected it, suspected that Thranduil had quietly arranged for the armor to be ... delayed. From his stiff manner with his father, she suspected he thought the same.

His eyes found her and he motioned for her to join him. Right, how to do this... She looked around, called out, "Sakura!" Hobbit ears weren't as sharp as Elves', but they were good enough — the top of Sakura's head popped up above the children around her (many of them taller than her, she must have been standing on tip-toes), looking for whoever had called for her. Tauriel waved to get her attention, then nodded toward Legolas before lifting up the boy in her arms slightly — an orphan that didn't have an adult to help him that wasn't already occupied with children of her own. Sakura nodded and dropped back down out of sight, though Tauriel could follow her progress through the crowd, a disturbance larger than a single Hobbit worming through the crowd should make ... a disturbance explained when Sakura popped out of the crowd to join Tauriel, swiftly followed by a line of children.

Sakura followed Tauriel's gaze sweeping across the newcomers. "Children without mothers, their fathers are archers or along the edge of Dale, just in case."

"I see." Tauriel tightened her embrace of the boy in her lap. "This is Burhred. He's an orphan, but I can't stay ... Legolas wants to speak with me."

Sakura nodded, eyes softening. "Got it." She glanced around at the children surrounding them, then raised her voice over the thundering drums. "Saegyth, I don't think he'll take me seriously."

One of the older girls forced a grin. "I don't know why, you're no larger than he is, and cute, not even ..." She glanced at the hilt of Sakura's sword showing over her shoulder, ran her eyes down along the bright, shiny mail the Hobbit had arrived wearing over her leathers that morning, then sighed and sat on the fountain rim next to Tauriel.

It took a few minutes of murmured encouragement to get Burhred to unclench his grip on Tauriel's leathers, and the Elf Scout slipped out of her seat so Saegyth could take her place. Tauriel picked up her bow from where it had been leaning against the fountain rim, checked the set of her quiver, and hastily made her way across the plaza to Legolas.

As soon as she reached him he spoke, just loud enough for Elvish ears to hear him over the drums. "My father has pointed out that with the Orcs coming from the south we have neglected to keep a watch on the north." He nodded to the mountain spur north of Dale. "He has ordered me to scout the ground on the other side of the ridge, and 'suggested' that I ask you to join me."

"Of course I will," Tauriel instantly agreed, trying to hide her guilty relief to be away from the crowded square full of terrified children. From the way Legolas's lips twitched, she'd failed miserably. I'm sure your father is happy to have a ... reason ... to get you as far from the battle as he can. "Go ahead, I'll let Sakura, Sigrid and Tilda know where I'm going and catch up." Legolas nodded his acknowledgement and hastily left as she turned to once again brave the crowd.

It only took a few minutes to pass along word of her new task, and she easily caught up with Legolas just past the outskirts of Dale — spending all her time with Sigrid and Tilda, and Sakura when the Hobbit joined them, she'd come to know the ruined city well — and the two crossed the open space between the edge of Dale and the edge of the spur (whoever had placed the city had been wise enough to make sure to was out of catapult range, even with the help of added height) and began to climb. She had never seen Dale before Smaug's coming, but from all the weathered stumps and exposed roots the mountainside they were climbing had once been heavily forested and it broke her heart to think how beautiful it once had been. And will be again, now that the Dragon is gone. Give it a century and some care, and all will be as it was. Though with the trees gone and no underbrush grown up much of the top soil had been washed away. She would have to suggest to Bard that he ask Thranduil for help bringing the green back to the Mountain, or at least his part of it. She certainly couldn't make that suggestion to Thorin! Though maybe Sakura —

She reached top and, remembering Carelwen's long-ago advice for scouting outside of forests, carefully peeked over the crest while keeping low to avoid skylining herself, and froze at her first sight of the other side ... and the huge horde of Orcs approaching from the north. Beside her, Legolas was also staring, wide-eyed. She twisted to stare down behind them ... the Orcs from the south that Mithrandir had warned them of were advancing; the Elves' first arrow flights were soaring over the lines of warriors between the archers and the enemy; a few hopelessly optimistic Orcs were returning fire but were more likely to have their arrows fall on their own people, and those few Dwarves with crossbows would open fire at any moment as the range fell, to get in as many shots as possible before they were forced to fall back through their lines and pray they wouldn't be needed again — with crossbows' flat trajectory, that would mean the Orcs had broken through their lines.

The battle had already begun.

She twisted back around to stare at the new Orcs — there were at least as many as the Orcs from the south, and those had already almost matched the combined Elven and Dwarven armies. She whispered, "Where did they all come from?"

"Gundabad," Legolas whispered back, "there's nowhere else in the North that has such numbers. But how did they coordinate ..." He broke off, started sliding back down the mountain. "That doesn't matter, only that they are here. I'll look for my father and Mithrandir, you warn Bard."

"Of course." The two scrambled down the hillside, much faster than their assent.

/oOo\

A few minutes earlier:

Standing on top of the wall across the Front Gate, Thorin glared down at the armies down the vale just past Dale. Dwalin was down in that ruined city, watching Sakura as she watched the Men's children. The rest of the Company was stretched along the wall, watching the unfolding battle.

(There had been no argument with Dwalin, as Thorin had half-expected — the lifelong warrior's sense of duty to his king had held — but he had not been happy about his assignment. But he had to agree, however unwillingly, that if anyone needed looking after even if only in close proximity to a battlefield, it was Sakura ... whether by fate or whichever of the Valar that had brought her to their world, it was all too likely that it wouldn't remain that way.)

There were no surprises in the battle's layout. Dain's infantry had their right flank up against Erebor's east-running mountain spur to the north, stretched southeast across the front of Dale to meet the Elves at the center of the vale, crossbow-armed scouts in front, the bow-armed Men of Dale providing missile support from atop Dale's ruined wall behind, while the crossbow war wagons Dain had brought (two-storied, so those crossbows could fire over the heads of the infantry in front) provided covering fire from behind the lines from the edge of Dale to the center of the vale. The Elven infantry in full armor (but with utility sacrificed to beauty — it had been all Thorin could do not to laugh in Thranduil's face once, when Dwalin had whispered that they'd be the prettiest corpses on the battlefield), its right flank abutting against the Dwarven left, the line stretching southeast to the River Running hard against Erebor's southern spur, the Elven archers stationed behind the infantry ready to fire on the shouted commands of the infantry commanders in the ranks in front of them.

The Goblins were no surprise, either — a swirling chaotic mass approaching at a trot that he knew would soon turn into an all-out charge. If he was closer, he knew he'd be able to more-or-less pick out the groupings of the individual war bands that made up that mass, but at such a distance —

He stiffened, then leaned forward, squinting. He wished Sakura were beside him, with her sharp eyes — now that he thought of it, that would have been the perfect excuse to keep her at the Front Gate instead of down in Dale — but he thought he could see a large band of Goblins mounted on Wargs up on the side of the northern ridge, already behind and to the side of the charging horde. What were they up to?

Closer movement on the mountain spur north of Dale caught Thorin's eye and he struggled to make out what else had caught his attention: two figures climbing toward the ridge, visible only because they were moving ... in their drab clothing, if they stopped they'd vanish into the dead brown of the lifeless dirt and rock of the Desolation of Smaug.

What are they doing? he wondered. There was no mention in the strategy meetings of scouting to the north, and the Goblins are ... are already here. He switched his gaze back to the Goblin horde holding back from the battle, then back.

As the rest of the Company watched the unfolding battle below, talking back and forth excitedly as the Goblins approached and the first arrows arced out to meet them, Thorin watched the two climbers. Only Balin noticed his distraction. The white-haired councilor leaned over and whispered, "What's up, laddie?"

Thorin's lips quirked. "You've been spending too much time talking with Sakura." Sobering, he motioned toward the climbers. "They are 'up'."

Balin caught sight of the climbers and stiffened but said nothing, simply watching with Thorin as the distant pair reached the top of the ridge then, after a few moments, began scrambling back down the mountain at a much faster pace than was safe.

Balin sighed. "That's na' good."

"No, it isn't," Thorin agreed, now wishing he'd kept Dwalin with the rest of the Company. As much as he feared Sakura was going to need Dwalin's protection, he really wished he had their most experienced warrior's advice right now.

The pair continued to watch Dale as the rest cheered the first crossbow volleys of the Dwarven scouts, fell silent as those scouts fell back through the ranks and those ranks closed up behind them and the first volleys from the Men of Dale and the Dwarven war wagons reached out. The Goblin horde broke into a full run, charging through the arrow- and quarrel-storm to hammer into the Elven and Dwarven lines, and the distant sounds of screams and clash of metal on metal, the peculiar mix that made up the noise of battle, reached the watching Company's ears.

Then a tiny figure darted out of Dale's east gate, bounding toward them in impossibly long, low leaps. At almost the same moment more, larger figures appeared, racing from Dale for the northern ridge.

Balin sighed and straightened. "There it is, that'll be Sakura coming to tell us the mothers an' bairns are coming our way. How is she doing that? She's no grasshopper."

"No, but she might be as light as one," Thorin replied absentmindedly, gaze still focused on the gate Sakura had come out of ... yes, there were the first of the women and children pouring out of the city behind the Hobbit. And why aren't they already here? Why didn't anyone suggest they move here days ago? It's certainly a lot safer than a ruined city with broken walls! But as soon as he asked himself, he knew the answer ... because he wouldn't have agreed, would have broken off any talks of cooperation entirely. The tirade he'd rained down on Balin just for suggesting an obvious way out of their impasse with Thranduil over the Gems of Lasgalen would have seemed mild by comparison.

"Is that Sakura?" "What is she doing?" "Who's all those Men behind her?"

The sudden babble of questions let Thorin know that the rest of the Company had finally noticed the approaching refugees, and he turned away from the view to head toward the stairs. "Yes, that's Sakura, along with the women and children from Lake-town. There's more Goblins coming from the north, their men-folk are climbing the ridge to meet them. We need to clear a path. Bifur, Gloin, the ... three central charges, I think. Let's not open up the path too widely. Be ready to set them off as soon as Sakura gets here."

/\

Sakura bounded along as fast as she could go, her heart in her mouth. Sure, at her current weight she could put John Carter to shame when it came to bouncing around like a flea on a hot skillet, but she was not on Burrough's Barsoom and gravity was not her friend — it didn't care what she weighed, only what she massed, and a fall from as high as she could jump could well kill her. That left long, low leaps as the only way to go, but even that was not without its dangers, not with how badly the road had deteriorated over the decades. One mistimed landing and she could snap an ankle, and wouldn't that be embarrassing after everything she'd gone through on this quest?

Then she was at the bridge to the Front Gate. One leap landed her in the middle of the thirty-foot span across the river, right on the edge. She teetered for a moment over the deep rushing river, desperately pushing off again for the top of the wall — almost too much in her haste, only an equal desperate twist and grab let her latch on to the top of the parapet before she soared over into the Main Road beyond. She slammed down onto the walkway, pain shooting through twisted arm and her head bouncing against the parapet. For a moment stars spangled her vision, but she ignored them to shout, "Thorin! Balin!"

"We saw, Little One, the women and children are coming. Come down so we can clear them a way."

Clear a way? The stars fading from her vision, Sakura, wondering what Balin was talking about, looked around for the rest of the Company, squinting in the dim light both through the Front Gate and reflected down by mirrors. (The beginning of the Main Road was brighter than it had been, once the wall had been completed Balin had set some of the Company to locating the closest mirrors and wiping them clean of decades of accumulated dust.) Finally, she noticed Balin, wearing the armor all the Dwarves had been putting on when she'd left that morning, waving at her from beside one of the pillars that ran along both sides of the Main Road. She gave him a curious look, then dropped from the walkway, catching bits of protruding rock like she had when Bard had visited. Once on the floor she trotted over to join him, noticing the others behind other close pillars ... Gloin, across the road, was holding a torch. "What's going on?"

Balin stepped behind his pillar and motioned for her to join him, then nodded to Gloin. The miner shouted out something in Khuzdul and leaned down to touch the torch to a ... rope? ... Sakura hadn't noticed on the floor. The rope caught immediately, the flame racing along it toward the wall.

That's not a rope, it's a fuse! She looked up at Balin. "What did Gloin shout?"

"In Westron it's 'Fire in the hole'," he replied as he shifted so she was between him and the pillar.

Fire in the hole? Fire in the hole! Sakura dropped to the floor and curled into a ball, hands over her ears and mouth open, her bare head and leather-covered legs and arms tucked underneath Thorin's gifted mithril mail. Since it was mail rather than plate, or even segmented, armor it wouldn't help much against blunt force trauma, but it was better than her leathers.

Then the floor seemed to slap against her, bouncing her into the air, as world-shattering rolling thunder washed over her. Then ringing silence returned, except the sounds of chunks of rock bouncing off pillars and walls and hitting the floor. She rose to her knees and peeked around the pillar, squinting through the smoke and rock dust to find the wall the rest of the Company had labored on except for a few paces at the far left was gone. She twisted to stare up at Balin again and shouted loud enough that she could hear herself over the ringing in her ears: "You built blasting powder into the wall?!"

Balin shrugged, and shouted back, "Easier to remove the wall, no?! You'd better get back out there, before the women and children run all the way back to Dale!"

Sakura's eyes widened as she realized that he was right, and she swiveled her head to stare at the bridge ... the bridge with no railings, that she'd just almost fallen off of. "Right, the women and children," she muttered, then took off across the rubble-strewn road to the bridge at a dead run.

/\

Thorin watched Sakura take off like a scared rabbit, looked over at Balin.

His counselor shouted, "The women and children!"

What does that mean? Then he grimaced as he realized what their reaction would likely be to the explosion that had cleared the wall... Perhaps we should have sent Sakura back with word of what was coming, first.

But it was done, and beyond his control. He hurried over to the one section of wall still left — a sympathetic explosion had taken out the other far end — and hastily looked it over. As best he could tell it was still stable, so he scampered up the ladder there that they'd used until they'd built the now-obliterated stairs.

Once at the top he glanced toward Dale's refugees — he was surprised to find that the women and children weren't racing back to the ruins, though they had come to a stop and were milling around — and Sakura bouncing toward them as enthusiastically as she had to the Front Gate. Leave that to Sakura.

He looked up at the Men that had been scrambling up the ridge, to find they also had stopped for a moment, but were resuming the upward climb. He watched for a moment, lifted his gaze to the top of the ridge, estimating their spread ... We have a problem. He began running for the Front Gate and the bridge beyond, shouting, "Everyone, follow me!"

Everyone did.

On the other side of the bridge Thorin turned to face them (no one having tripped over debris and fallen off the bridge in their haste, though Bifur had just outside the Front Gate and come within a hair's breadth of driving the axe blade half buried in his skull the rest of the way in). Waving his arm toward the Men still climbing, he said, "There's more Goblins on their way, on the opposite side of that ridge."

He paused for a moment to let that sink in. it was easy to tell which of the Company had already seen combat. Balin, of course, already knew; most of the rest stared up at the ridge, eyes going wide; only Gloin looked up at the ridge, traced the length of the line of Men scrambling up its side, blanched, and turned to stare at the mob of women and children once again approaching as fast as they could — which, considering the age of many of the children, was not very fast.

So Thorin spelled it out: "The Men will do their best, but their line isn't long enough and they don't have time to fix that. Goblins — leakers, since most will be going for the easier climb by Dale — are going to be coming over the ridge there." He pointed at the length of ridge crest closest to the bridge. "And when they do, they are going to find that mob of women and children bunched up right here" — he pointed at their feet — "because the bridge has no railings and so they'll be going across two abreast at best, keeping to the center of the span. And we're going to be all that's between them and the Goblins."

He glanced over the now pale eleven Dwarves with him, and quickly considered. Ori was the youngest, so he was a given. "Ori and ..." after months on the road Oin's finery was more than a little soiled and tattered, but it was finery. Only Balin had more presence, to make the women listen to him, and the counselor along with Gloin were the two most experienced fighters still there. " ... Oin, you two will state here, make sure the women take the children across the bridge in an orderly fashion. We don't have time to get rope, we won't be able to help anyone that goes into the river. And tell them to stay by the Front Gate. If they go exploring and get lost, we may not find them again before thirst kills them." The two nodded, and Thorin turned and started for the ridge. "The rest of you come with me."

/oOo\

Bolg paced back and forth as he stared down from his hillock up the side of the north ridge at the battle starting below. Behind the massive white Orc, his personal companions — the Warg Riders that had followed him for years, the warriors that had reveled in the power his new status as the Lidless Eye's appointed war leader had given — shifted uncomfortably and the sounds rising up of clashing steel, screams and battle cries. Their blood demanded that they be down there, leading the warriors charging into battle with the stone herders and leaf eaters. It had taken all his fury and lopping the head off the most outspoken complainer among their number to convince them to stay with him. But now he needed to make it work, or he'd be served up for that night's victory feast.

And make it work he would. While he had nothing but contempt for the weaklings that were the leaf eaters and stone herders and only grudging respect for the pale shadows of almost-Orcs that were Men, one thing he could not deny was the way their ability to make and carry out plans sometimes gave them victories their weakness should not have allowed. So this time he had the plan — the hordes of Moria and Mordor that he had led out of Dol Guldur would hold the stone herders and leaf eaters in place, the horde from Gundabad would pour over the ridge behind them and overrun the Men in their ruined city then take the armies in the rear, and at that moment he and his companions would charge down and break the link between the two armies. Then once the massacre was complete they would turn on whatever few were cowering in the Mountain and make it their own.

He was beginning to drool a little at the thought of the victory feast that the battlefield would provide, when Worthag shouted, "War Chief, the Men!"

The Men? Yanked from his daydream, Bolg focused on Dale. The archers that had been firing over the heads of the Dwarven lines in front of the city's ruined walls were gone! Where ... ? Motion on the ridge to the north of the city caught his eye, and he twisted to stare at the stretched out mob of Men scrambling up the mountain toward the ridge crest.

Before he had a chance to react to the sight thundering blast echoed down from the head of the vale, and he whirled to see smoke billowing out of the Front Gate into the Mountain. He had never seen the like but had no doubt what it was, from his peoples' chants — the stone herders' death powder that they delighted so much in using for traps. He could only hope that they'd somehow blown up themselves ... and then fresh movement caught his eye, on the road leading from Dale to the Front Gate: another mob that had to be Men, come from the ruins.

They know about the army out of Gundabad, and are wasting effort to protect their weak and useless, like always.

But they would fight like maniacs in defense of the weak and useless, and — he twisted to stare at the Men scrambling up the ridge, gauging their progress — would almost certainly reach the top of the ridge before the Gundabad army. And they'd have the high ground, and plenty of archers. The Gundabad Orcs could probably still break through, but it would take time while the leaf eaters and stone herders chewed up his own army. Victory would still be theirs, but war chief out of Gundabad would claim it as his — and the Mountain with it.

Let him have the Mountain, so long as I have a great triumph here before the city! Then I will have the men, and the spoils of the battlefield to feed off of while his own men feed off their own inside the Mountain. But to do that ...

His gaze swept the battlefield, then focused on the stone herders in front of the city. Unlike those farther south, they had none of the small mobile towers full of crossbowmen behind them ... they had been dependent on the Men for missile support, and those Men had abandoned them. That was where the stone herders would be weakest.

He turned to his men, then his eyes fell on the only woman with them, dressed in rags, mumbling to herself, eyes wild: the Voice, through whom the Lidless Eye spoke, and through whom Bolg spoke to the Eye. Normally the Voices never left the Orcs' caverns and fortresses, hiding their existence from those the Orcs preyed upon. But this time he had order a Voice brought with each army, to by used to make sure that both armies would arrive on the same day. He could use her now to demand that the other army slow down, give him more time...

No, even if they haven't slit their own Voice's throat yet, they must already be climbing the other side of the ridge. Their war chief would never listen.

He nodded at the Voice. "Kill her, we go now." He strode over to his own Warg, ignoring the meaty thud of a sword stroke as he took the beast's reins from Worthag, pounded his fist against the Warg's nose when it snarled at him, and leaped up onto the pad on its back. Pointing at the chaos of Orcs and stone herders in front of the ruins, he shouted, "There! We ride!" He pounded his heels into his Warg's flanks and leaned forward, charging down the hill with his pack of Companions baying behind him.

Author's Note: One problem with The Hobbit is somehow making thirteen Dwarves important to the outcome. Tolkien hand waves it a bit, just having Thorin & co. bring down the wall they'd built across the Front Gate and leaping out to join the fight at a crucial moment. Jackson rightly realized that wasn't going to work on the big screen, but his own answer was ludicrous, at least as he portrayed it — no army, ever, responded to flag signals as instantaneously as the Orcs in the last movie, so Thorin and co. going after the signal mechanism makes no sense. So here's my answer to that problem — the Company not being vital to the battle's outcome in the sense of winning or losing, but vital to the possibility of a victory that can be celebrated instead of mourned.

And as I think I commented in another story, the first casualty of any battle is The Plan.