The weather remains good for the rest of their trip to the mountain pass and Billana enjoys the feel of the sun on her skin, though her back and shoulders ache and even her tough hobbit soles are struggling to cope with the pace and the hard stones that sometimes bite into them. She pushes on, knowing that her feet will eventually harden further as hobbit feet do.

The evenings provide little rest, Fili and Kili continue to drill her into the ground while teaching her how to use her little sword. It is, she thinks, a rather hopeless endeavour. It was a struggle for her to learn how to use her knives and the bow came so naturally to her that she only kept the practice with them up when the twins were around to push her. In fact, those knives are still under her bed in the tumble down old smial that she had called home. She doubts that she will ever see or use them again. She says as much to Fili the evening before they make it into the pass proper and he grins at her.

"We aren't trying to make you into a great warrior, Pretty Kitten," he tells her, nudging her shoulder with his. "We just want to make sure that you can keep yourself safe until one of us can get to you if it becomes necessary."

She leans against him gratefully, relieved that he isn't expecting greatness of her and that she is not disappointing her friends, and he wraps an arm around her with a light laugh. Several of the others glance their way, obviously curious about the joke, and Kili flops down in front of them, lying on his back and snorting when Fili nudges him with his foot.

"You're doing really well," he says and Billana huffs in disbelief. "Better than we expected, anyway." He adds after a beat. "You've only been training for a week, give it time."

She doesn't reply to that and Thorin doesn't give her a chance either by ordering the wards be set. They have all learnt that this is his way of telling them to be quiet and get some sleep. Billana bids the princes goodnight and goes to her bedroll, which is now set up next to Balin's every night. After having spent so many years with only the occasional visit from Gandalf it is strange to have such an attentive guardian. She likes it, however, feeling more secure in herself as the days pass and Balin's care for her does not lessen.

Naturally, things begin to go wrong as soon as they get into the mountains. Balin and Thorin argue the next morning about Gandalf's instruction to wait for him, something which Billana and more than one of the others would prefer to do. Thorin, however, insists that they move on and, in the end, he carries his point by simple virtue of the fact that he is their leader and the final decision lies with him.

Billana hates the mountains, she decides.

The path takes them upwards and to start it is quite a sensible thing, too narrow for ponies but wide enough for them to walk comfortably. By lunch time it has narrowed considerably and they are deep inside a wide ravine, the sides of the mountain stretch high above them to their left and to their right is a drop at the edge of the path that makes her head swim when she realises that she can hardly see the bottom. The dwarves eat with their legs dangling over the edge, laughing merrily. Billana crouches with her back against the rock face as far away from the edge as she can reasonably get. She could, she knows, shift into the form of any number of birds should she fall, but why tempt fate?

There is something ahead of them, she begins to realise as the day wears on, something big and that feels increasingly similar to the trolls, although different in its own way. She ends up walking behind Fili, clinging to his coat and keeping her eyes stubbornly averted from the drop on her right. There is a big difference in her perception of heights as a bird and as a hobbit, she has realised.

"There's something ahead," she tells Fili.

"Do you know what?" He asks in a low voice. She gives his back a withering glare, for all the good it does.

"Like the trolls, but bigger," he makes a frustrated noise. "The first time I ever felt anything like this, it was the trolls, Fili," she hisses. "Weird creatures don't make a habit of coming into the Shire." He laughs.

"Very well, Kitten," he says, "put your claws away, I'll pass it up to Thorin." He taps Kili's shoulder and his brother nods when he is told what Billana has said. Then she sees the flicker of gold in Fili's palm and hears him talking quickly to Thorin. Not long after Thorin bellows for them all to be on their guard, though what they can do with so little space to manoeuvre she doesn't know.

When the storm rolls in the way that it makes her hair stand on end tells her that it cannot be entirely natural. The rain falls so hard that she struggles to see, soaking them all to the skin before they can pull their oil skins about them. The wind seems to almost deliberately drive the rain into their faces, and she clings tightly to Fili as it tears at her. Her skin prickles, though whether it is because of the storm or because they are almost on top of whatever strange creature she is sensing, she doesn't know. A boulder crashes into the side of the mountain above her head and she flinches closer still to Fili, trembling violently.

"It's a thunder battle!" She hears one of the others shout and turns in horror to see massive giants of stone throwing boulders and brawling in the wind and rain.

"Step around me," Fili urges her.

"I'll fall," she cries, staring at him. He meets her eyes with his, his face briefly lit up by the flash of lightning.

"I won't let you," he promises, "but I want you where I can see you. Trust me, Billana." He has to shout to be heard over the storm and the noise of the giants, but she feels as though he has whispered the words for her alone.

She does as he asks, stepping carefully around him to find Kili waiting on the other side of his brother with a tight smile on his face. They are both afraid, she realises, and it makes her own terror seem less unreasonable.

"Hold tight to me!" Kili bellows and she twist fingers numbed by the freezing rain into the trailing edge of his oil skin cloak, clinging to him desperately as they inch ahead.

She calms a little now that she has Kili's firm presence in front and Fili's steadying one behind, but that doesn't stop her from shrieking when the mountain splits apart beneath her. Nor does it stop her from almost plastering herself to Kili as she scrambles to stay with him, lacking the balance to go back towards Fili. Distantly she hears the older prince screaming for his brother, she sees Kili look around in horror even as he wraps an arm about her and struggles for purchase on what was once a mountain and is now, apparently, legs.

"Stay close," he shouts as they see Fili and the rest fly past on their own leg.

Billana squeezes her eyes shut, unable to look or see. If she falls now, she knows that it will be the end of it all. Even if she were to change form, she would struggle to free herself from her sodden belongings, not to mention that the wind would dash the light form of any bird against the mountain with lethal force. The swinging of the giant they're trapped on is worse with her eyes closed and she opens them in time to see a ledge approaching. The tingle of Kili's gift surrounds her.

"Jump!" He roars and she leaps, landing on the mountain with a bone jarring force and spinning to her side in time to see the others fly past.

Kili yanks her to her feet, checking her over with terrified eyes that are obvious only because the regularity of the lightning flashes has increased. She does the same to him, but a crash alerts them to the fact that a giant has met its end further up the path. Thorin shouts and they all follow, Kili taking her hand in his and almost dragging her behind him, and dread fills her at the thought of what they might find. There is, she knows, the possibility that they might find Fili's crushed remains or, worse, that they will never know what happened to him.

They round a corner to find the rest of the Company there, bruised and battered but alive. Kili still has her hand in a punishing grip, not that she is complaining, and he doesn't release her as he races to his brother, pulling her behind him. Fili is on his feet when they reach him and the brothers share and almost crushing embrace, one she gets caught in the middle of and it is her startled squeak that causes the blond to look down at her. His eyes run over her, reassuring himself in the same way that Kili did before his attention is grabbed by Thorin.

"Billana!" She hears Balin yell. "Where is she?"

"I'm here," she extracts herself from Kili's grip, startled by how unsteady her legs feel. "I'm not hurt." Balin rests his hands on her shoulders with a relieved smile, then he looks up at Thorin and his face is hard.

"We can't go on," he calls. "We need to find shelter." Thorin looks like he is going to object, but then Balin barks something at him in their language, his words rapid and his tone challenging. Thorin's eyes fall on her and she shrinks a little under his gaze.

"Very well," he snarls. "Fili, Kili, find shelter, we will follow."

The princes race off to do their uncle's bidding, though she notices a moment of hesitation, and she sticks close to Balin as they make their way slowly after the lads. She hurts all over, and from the way some of the dwarves are limping she thinks it's pretty safe to say that they do as well.

It doesn't take Fili and Kili long to come back and say they have found a cave. It is warm, dry and suspiciously empty, but everyone is too wet and cold to care. Grumbles echo around them when Thorin says there will be no fire and she is surprised when Balin urges her in Fili and Kili's direction. He mutters something to them and both nod, leading her to the back of the cave where, were she a dwarf, she would have difficulty hearing Balin's discussion with Thorin.

Unfortunately, she is not a dwarf, not that it makes much of a difference ultimately. The rest of the Company keep their heads down, focusing on each other while trying not to make it obvious that they are listening. Nor do Thorin and Balin's voices stay low for very long.

"If you are that concerned for her safety, she should return to Rivendell!" Thorin snaps.

"Sending her back alone would be as dangerous as keeping her with us," Balin disagrees. "As her guardian I won't allow it." Billana shrinks down between Fili and Kili. "If you want her to go back, I'll take her myself."

"Absolutely not," Thorin snarls, "you cannot be spared."

"None of us can," Balin points out. "There are too few of us as it is."

"Kili will take her," Thorin declares. "He will catch us up easily enough."

"You would give away all of our secrets?" She hears Balin hiss, though it is too low for the others to catch. "Nor is it an appropriate choice of companion. If she were of age it would be different."

"If she were of age, we would not be having this conversation," Thorin replies. "Kili takes her back in the morning," he declares with a mutter of something that Billana doesn't understand. Balin, to her surprise, sighs and nods, withdrawing to his brother's side and apparently happy for her to stay where she is.

"Get some sleep, Kitten," Fili whispers. She shakes her head, not trusting her voice.

"It will be better by morning," Kili promises. "Uncle gets like this sometimes. He doesn't like being challenged or told he's wrong, especially not in front of so many others, and he was as scared as the rest of us, which he hates even more. He'll see how impractical it is by morning and change his mind." Fili pulls her close in silent agreement.

"Mahal, Billana, you're drenched," he breathes, his hand a furnace through her wet shirt and coat.

"No more than you two are," she disagrees and shifts as close as she can. "You're nice and warm," she mumbles and feels Kili move closer, adding his warmth to Fili's. She sighs. "I don't want to go back," she tells them, not sure if she means to Rivendell or the Shire.

"You won't," Fili assures her. "We'll think of something in case Thorin decides to be stubborn. Go to sleep."

She is just beginning to doze against him, absently noting that none of them have removed their weapons or packs, when she feels her little blade shift at her side and Kili's warmth vanishes.

"Goblins!" He shouts. "The wards!"

With all the excitement after the stone giants and Thorin's argument with Balin, the wards have been neglected. Everyone is on their feet and armed in a moment. Fili shoves her behind him, his eyes fixed on his brother. She expects the goblins to come at them through the entrance to the cave, so when the ground drops out from under them she screams and she isn't the only one.

Billana lands on Dwalin, who makes a small noise of discomfort and then rolls quickly to shield her from view as the goblins begin to grasp and claw at them.

"Keep low," he hisses, and she ducks, avoiding booted feet and the crushing press of goblin bodies.

She sees Fili, Kili and Balin searching frantically for her and their kin, then everyone is moving, and she curls into herself as much as she can. Her lack of success is made obvious when a goblin spots her, cackling as it approaches. She steps back, once, twice, and her foot finds air.

"Billana!" She hears someone scream, and then she's falling.


A.N: I'm actually amazed at how easily his one came out. I generally write in half hour bursts between general house keeping and DIY but I sat down with this one earlier today and had the whole thing taken from notes map to full chapter in the hour and a half I was on hold to the local council.