I do not own any of the characters or the Hobbit (just the AU storyline and my OC) those are the work of the esteemed and brilliant John Ronald Reull Tolkien, and without his genius,this and many other fan fics would not be in existence.

Please review! I love getting them-they keep me encouraged J

Gandalf knelt down beside the unconscious young dwarf. Sighing, he reached down and covered his eyes with his hand, and, in a low voice, began to utter a long forgotten language.

"Lerya laman naiquentallo," The wizard began, the words of ages past belonging to a world long forgotten. "Sí a hlare ómaquettar. Na coilerya en-vinyanta."

The language the wizard spoke was, of course, the language of Valinor from whence he had originally come. Only few in Middle-earth, such as Lord Elrond, were so well versed in the languages and spells of old, but Gandalf the Grey had wandered the lands of Middle-earth for many lives of men, and his memory was deep. He knew all the spells in all the tongues of elves, men, and orcs, though many of them had yet to be used in his travels, and he greatly hoped things would not come to pass to force him to use them any more than necessary.

Many viewed him as he wished to be viewed- a humble wizard. But his power was far greater than most of that in Middle-earth, though he was loathe to use it except in times of great need. But as he looked down at the lost and broken soul, he knew. The young dwarf would not wake on his own, not in his grief. And his heart told him that young Fili would be needed before the end.

The air around the company seemed to lighten as the wizard uttered his spell, and hearts that were heavy with grief felt a small measure of comfort, though they did not understand the words. The young heir lay motionless still as the wizard withdrew his hand, and they all watched with baited breath, daring to hope.

Within a few seconds, Fili's eyelids fluttered, before slowly blinking open. His expression was one of deep confusion, even as his friends and kin surrounding him breathed sighs of relief. The blue eyes settled on Thorin.

"U-uncle?" he whispered, barely heard in the still air. Thorin pulled him close with red rimmed eyes, and to the astonishment of all present, rubbed the golden hair back from his nephew's face and gently tucked it behind the young dwarf's ear.

"I'm here, lad," Thorin replied thickly, his gentle tone causing several jaws to drop as the kingly mask melted away before their eyes. "I'm here."

Fili closed his eyes, and leaned into his uncle's chest, hearing the familiar heartbeat, before looking around, his brow furrowing in confusion.

"Kee?" he asked, eyes darting around the group. When his younger brother did not answer, Fili's eyes began to move more quickly. "Kili? Where are you? Kili?!"

He stood up shakily, blond braids whipping around as he looked in all directions, finding no sign of his brother. He then looked at the company with an expression of panic, dread rising in his voice.

"Kili? Where is he?" he cried, noting how the members of the company refused to meet his eyes. He turned to his uncle, full panic in his gaze.

"Thorin," he said slowly, noting that his uncle in turn refused to look him in the eye. The young dwarf's voice was edged with steel as his eyes narrowed. "Where is my brother?"

Thorin glanced at the wizard, who shook his head sadly.

"Memory loss can sometimes happen with a blow to the head," Gandalf said quietly, and Fili's eyes widened.

"What happened?" he said, voice dangerous. No one of the company answered him, and the young dwarf's blue eyes turned a steel grey. "Someone answer me!"

"He-he's dead," a small voice whispered with a sniffle, and the dwarves turned with a gasp as a red eyed Bilbo revealed himself, eyes puffy and red as tears streamed down his cheeks. Fili's expression turned thunderous.

"How dare you!" he cried, lunging at the hobbit. Gandalf grabbed the young dwarf on one side just as Balin grabbed his other arm. Fili fought them, snarling at the terrified hobbit. "How dare you tell me that my brother is de…de…"

Flashes of memory suddenly assaulted the young dwarf, memories of his brother falling, of Cirashala screaming for help, of lunging after his uncle just as she slipped over the edge….Kili's cry mingling with the young woman's before….

The thunderous expression left Fili's face in an instant, and his face crumpled. Tears filled his eyes, and they scrunched shut as the wet drops slid down his face. The young dwarf fell to his knees, unable to speak as his body shook with heart wrenching sobs.

The dwarves looked at the young dwarf, then at the teary eyed Bilbo, their grieved expressions mingling with surprise at seeing the hobbit in relatively one piece. Bilbo's waistcoat was missing several buttons, he was filthy, and his hands bore fresh cuts and scrapes. Given that they had just escaped a goblin city filled with literally thousands of the miserable creatures, he looked quite well, all things considered.

There were many unanswered questions in the group's eyes, but they were never asked.

For just at that moment, a bone-chilling howl sounded above them, quickly being answered by many more, and several faces went white.

XXX

Kili startled awake, having drifted to sleep yet again. He yawned and glanced down at Cirashala, who was restlessly sleeping on his shoulder, her brow deeply furrowed as she whimpered slightly. The young dwarf sighed and brought his hand up to rub her head gently, something he had quickly figured out would relax her and allow her to drift back into deep, exhausted sleep.

He had tried in vain to stay awake, knowing that one of them must keep watch, especially with them both injured and so close to the mountain that the goblin city was in. But his exhaustion had overruled his desire to avoid sleep, and it had eventually claimed him.

But this sleep was not restful, for as soon as she began to whimper and squirm against his side, a sharp pain emitted from his ribs, causing him to startle awake with a barely stifled groan. He could tell by the pained expression on her face in her sleep that her injuries were to blame for the frequent whimpers and squirming, but he didn't know what else to do.

He had been correct in his assumption that this night would be quite cold, and, despite her body heat next to him and the warm coat over them, the young dwarf shivered. He knew that neither of them could afford to sleep away from the other's heat tonight, and loathe as he was to do so, the young dwarf gently moved his arm out from behind her and slipped out of the slight warmth of the coat.

He moved to put more wood on the dying fire, and rubbed his hands together over it for a few moments, before returning back to the makeshift bedroll. He glanced at her for a moment, before moving back under the coat. He slowly and gently began to move her downward, so that they were both laying on the ground on their sides as opposed to leaning up against the tree.

She began to whimper as he did so, and as soon as he had her lying down, her eyes opened halfway.

"Wh-wha?" she mumbled, her voice heavy with sleep. Kili grabbed the coat and pulled it up to her chin.

"Shh," he whispered. "Just trying to keep you warm. Go back to sleep." She closed her eyes, and within seconds her breathing became even again. Kili scooted closer to her and slowly slid his left arm under her head, tucking it under his chin as his right arm went around her, mindful of her wounds.

She nestled into his chest in her sleep, seeking warmth, her shoulders shivering as her fists tucked up in front of her. Kili lay with his left arm now curled under his head, staring off into the distance as he ignored that strange tugging sensation again. His cheeks flushed slightly and his breath hitched as he felt her curl into him, his heart beating just a little faster as he swallowed nervously.

I am just trying to keep her warm, that's all, he thought to himself, taking a deep breath and letting it out slowly through his nose. It is far too cold out here for us right now.

But that uneasy tugging persisted, and Kili was beginning to become quite confused by it. But the warmth of the fire began once again to warm the two, and his eyelids grew heavy.

Before the young dwarf knew what was happening, he fell into an exhausted slumber alongside the young woman, both oblivious to the happenings merely a league north of where they were.

XXX

The company looked up, eyes widening as the howls grew closer.

"Out of the frying pan," Thorin muttered, looking at his nephew worriedly.

"And into the fire," Gandalf finished the old adage. "Run." He looked at the tired company, who were still looking toward the top of the mountain with wide eyes. "Run!"

The dwarves and hobbit once again began to run down the mountain, Thorin and Dwalin dragging Fili along with them. The young dwarf had ceased his cries, and became strangely silent, even as the two elder dwarves looked at him with worry. He ran along with them, but he did not seem to be very interested in doing so. It was as though a wall had built up around him, his tear streaked face devoid of all emotion.

They kept running, hearing the pounding of warg feet coming closer at an alarming pace. The growls soon reached their ears, even as the sun dipped below the top of the mountain, bathing all to the east in the shadows of night.

The wargs chased down their prey, mouths watering at the thought of the soon to be meal. Bilbo glanced back, face draining of blood as the glowing green eyes of the beasts grew larger with each heartbeat. He turned and ran as fast as his hobbit legs could carry him, jumping over the small rocks and tree roots that littered the way without a second thought.

Just as the hobbit passed in front of a large rock, he heard the scraping of claws against stone. With a grunt, the hobbit instinctively ducked, throwing his arms over his head as a warg sailed over it. The great beast landed on the ground in front of him, sliding to a stop.

Spotting his prey, the snarling beast charged Bilbo. The terrified hobbit grappled with his sword, managing to draw it just in time for the mangy beast to impale itself through the eye. The force of the beast pushed the stunned hobbit back into a pine tree, before the warg fell over dead, the elvish blade sticking out of his eye.

Balin continued to run as a snarling warg chased after him, only to be cut down by Orcrist. Thorin had released his hold on Fili as the warg entered his peripheral vision, drawing his sword and slicing the warg's throat in one fluid motion. He grabbed a hold of his nephew's arm again, and hauled him toward safety as the rest of the company began to fight around them, protecting their king and prince from the onslaught.

Ori had never been more thankful of Fili's aid in training him with a warhammer as he did on that night, using Dwalin's hammer (which he had somehow managed to acquire in the frenzy following Gandalf's entrance into Goblin town) to crack the skull of a warg chasing him down the mountain.

Gloin and Nori were the first to reach the edge of the cliff, looking down in despair as Thorin, Dwalin and Fili reached them. They turned toward Thorin, a question in their gaze, but the dwarf king could only look at them, then back at their pursuers, realizing they were trapped.

XXX

Gandalf reached the edge of the cliff, racking his brain even as he cried for the dwarves to get up into the trees.

"Climb!" he cried, ushering the dwarves into the tall pines. For once, the wizard was quite grateful that he didn't have any arguments about how tree climbing was for elves, or that dwarves will stand and fight on the stony ground.

Indeed, the company was more than willing to comply with the wizard's suggestion, having enough sense to recognize that they were in a very tight spot. Bifur hurled a throwing axe at a warg quickly advancing on them, and Gandalf cried out again.

"Climb!" he cried. "Bifur, climb!" Thankfully, the quiet dwarf complied, aiding others into the trees.

Thorin and Dwalin moved to help Fili up into a tree, when suddenly the burly dwarf felt a booted foot bounce off his head.

"Hey!" the tall warrior growled, casting Nori a glare as the thief nimbly made his way up the tree. Thorin cried out his name, reminding him of the task at hand, and together the two managed to get Fili up, the latter moving as though he didn't care anymore.

Thorin jumped up after him, being taller than Fili and thus able to reach the branch his nephew couldn't. He grasped Fili's forearm, pulling on it.

"Fili!" he cried as the lad stared blankly at the oncoming wargs. "Lad, please!" Thorin had never used that plea with Fili before in his life, and it seemed to snap the young dwarf out of his trance. He looked up at his uncle, pleading blue eyes meeting expressionless light blue, and Fili grasped his uncle's wrist. Thorin tugged him upward, noting that his nephew was eyeing the wargs with a more calculating mind than he expected, his expression strange.

But he was climbing, and Thorin would take whatever he could get, as long as Fili remained alive and safe.

XXX

Once Thorin and Fili were up in the tree, Dwalin turned and threw his brother upward, the elder grabbing the branches gratefully. As soon as Balin had moved up a few steps, Dwalin followed. All over the tiny clearing, the dwarves aided each other in climbing into the trees, any grief from before temporarily dissipating in their present fear.

Gandalf scampered up the large pine on the edge of the cliff, climbing up as far as he dared to go. He soon spotted a very familiar moth, and, whispering a message to it, watched as it flew away, hoping the little creature would not fail in its task. Bombur hefted himself up, branch creaking under his weight.

Bilbo tugged and tugged on his sword, finally managing to pull it out of the warg's eye with a sickening squelch. He turned, eyes wide as he beheld the fierce wargs charging him.

Though hobbits hated heights, Bilbo decided he hated the idea of being eaten by a warg far worse, and just as the wargs rushed under the trees, Dori hauled the terrified hobbit up. Bilbo climbed up and up, telling himself over and over again to not look down.

"They're coming!" Thorin cried out. The dwarf king looked down, and breathed a slight sigh of relief as he saw all the dwarves off the ground and in the surrounding trees.

That sigh was short lived, however, as the dwarf king's eyes suddenly beheld what he surely thought was a ghost, his face draining.

"Azog," the dwarf king whispered.

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For READERS who are interested- translation of Gandalf's spell:

Free the animal from the curse,

Now hear words of my voice,

Be its life renewed.

A response to guest reviewer Ri-chan- I am honored to be your first consistent fan fic review recipient :) You don't need to have a story on here to have an account, but it is purely up to you :D I don't think there's much of an issue with space/net/info and such….considering how many hundreds of thousands of fics are on here…but like I said it is up to you. I do appreciate your reviews, and am glad that I have resolved the issue from your very first one, and that you now enjoy my story :D

Thanks to all who review, favorite and follow- you guys are the best! :D :D :D