Amayla was not pleased when the troops made it to the west bank of the Carnen river. Winter was not giving up its hold and the flow of the river had not yet been enhanced by the melting snows of the Iron Hills.

"It is not as much of a barrier as I would have hoped," she said disgustedly as she and the other leaders of the forces met to finalize plans. "First the elves aren't here and now the river is so much easier to cross than we had planned"!

"With the enemy only a day out, we have no choice but to make our stand here," Thorin asserted.

The discussion on the placements of the war machines and troops went well into the night, but by morning, all the orders were given and the soldiers were ready. Amayla was stationed with Kili and the mounted Dwarven cavalry on the north flank, while Tauriel rode with the Dainish cavalry to the south. Their orders were to keep the enemy from flanking the main forces. Dwalin followed his king's orders and stood with Fili with the ground forces, content that he was close enough to Thorin to keep an eye out on him.

The battle did not go well. The combined troops of Erebor and Dale were stretched too thin to hold the river. There Easterlings were no orcs. They were well organized, fierce fighters, and had greater numbers. Time and time again, Dwalin was forced to call the lines to fall back and reform, each time ceding land and sending more injured back towards Dale. On the morning of the third day of the battle, it was clear to Thorin and his generals that they would have to retreat to the safety of Erebor, fighting almost the whole way. Ravens were sent to Erebor and Dale, calling for all in Dale to evacuate and for the mountain to be prepared. Embedded in the note was the order for Lin to make for the Northern Outpost.

.

Back in Erebor, all the evacuees from Dale were settled and the wagons of injured and dead were unloaded and sent back to the front. As the sun started to fade, the second wave of wagons arrived and the battle sounds could be heard on Erebor's ramparts.

Ori and Dis watched as the first group of soldiers rode into sight. Dis' heart leapt when she spotted her youngest son and his wife leading the small group of mounted soldiers. Amayla brought up the rear. They all immediately dismounted and sprinted up to the ramparts. Amayla began shouting orders to take up bows and to fill the catapults that she had positioned there with bladders of oil.

She spotted Dis and quickly asked, "Princess Lin?" to which Dis replied, "as soon as the raven arrived." Amayla nodded and ordered her and Ori away.

When the front came into view, Amayla, Tauriel, and Kili used the longer elvish bows to take out several of the enemy leaders in front, causing the slightest pause in their advancement. At that moment, Amayla signaled her aide to blow the sound to retreat and reform the lines. At the sound, the dwarves and men pulled back to a predetermined position, with the dwarves standing side-by-side with the shields forming a barrier, the soldiers from Dale standing behind. Amayla's then ordered the catapults to launch the oil. Tauriel and Kili immediately followed by firing flaming arrows. In a flash, the battle field in front of the dwarves erupted into flames.

"That ought to hold them back," Kili shouted in glee.

"Aye, but there are still many in front of the flames!" Amayla retorted.

She quickly ordered another horn blast and several dozen dwarves and men turned and sprinted toward the bridge and the front gate, with the remaining soldiers closing ranks to keep the lines together.

The soldiers who had retreated made it to the ramparts, grabbing prepositioned bows and arrows, and began firing at will.

Although the number of enemy soldiers able to engage in the fight had been significantly reduced, the fighting was still intense, and it was difficult for the archers to fire safely into the fray. Again, Amayla ordered a retreat, but this time she added in the call for the heirs to the throne to retreat into the mountain. Just as they had planned, Dwalin pulled Fili and Stonehelm behind him while Farak forced young Bard behind him. Other soldiers surrounded them and safely escorted them into the mountain.

Fili, Bard and Stonehelm quickly appeared on the ramparts, running to Amayla's side. She gave Fili a questioningly look as she noticed who was not with him.

"He and Farrak went back out to cover Thorin and Brand."

Amayla felt her heart skip a beat before she ordered the newcomers to "pick up a bow or get off my ramparts." Fili and Bard stayed while Stonehelm volunteered to make certain that more arrows were on the way.

.

Amayla kept calling for retreats, getting more and more soldiers off the battlefield as the archers tried to hold back the Easterlings still fighting. The fighting had fallen back to the front of the bridge leading to the front gate when Amayla gave the order for the final retreat. The space was so tight that it became very dangerous for the archers, until only Tauriel was allowed to continue firing.

They all saw Thorin take a hard blow and stumble to his knees. Kili immediately sprinted off the ramparts and it was all Amayla could do to keep Fili and Bard from following. Dwalin tried to cover Thorin but one of the fighters got past him, ready to strike down the king, until Brand stepped in front and took the mortal blow himself. Dain and Farrak quickly slew that soldier. Standing over Thorin, Dwalin used his axes to keep any others back. Kili ran out and with the help of the few remaining soldiers, pulled Thorin out and carried him inside, while Amayla and Fili watched in horror. Farrak broke off his fighting as Dwalin and Dain covered him so he could carry Brand off.

Amayla knew that her husband would stand and fight to his death, but she wasn't going to let that happen. She ordered all the archers to grab the few remaining arrows and called for retreat to be blown one last time. The few remaining soldiers turned and ran under a hail of arrows. Dain though was slow to move. Whether it was from exhaustion or injury, they would never know. But as the last dwarf on the bridge, he presented too good of a target and he fell as an Easterling lunged and put a sword in his side before being felled by an elvish arrow. Dwalin turned back to pull Dain with him as the door to Erebor slammed shut behind them.

As moment the door closed, Fili, Tauriel, and Bard rushed off the ramparts. Amayla's body trembled wanting to follow. Was Thorin alive? How was Dwalin? She longed to both hold her husband and be held by him, but an arrow flying from below reminded her of her duty. "Shields up! Pull back!" she shouted before noticing the empty arrow stands. Taking a few deep breaths, she quickly worked up a plan.

Turning to her aide, "I need an officer up here. Find General Galen or Captain Veddeg or Luth. Any of them and hurry."

She turned to another soldier, "Go see what is keeping Stonehelm with those arrows. I want these stands refilled!"

Then turning to the remaining soldiers, she asked, "Who knows how to use flash fires?"

An evil sneer came across her face as several dwarves stepped forward. She nodded to them and said, "Good. The ingredients are just inside. Let's clear the bridge. I want the enemy off our mountain!"

Shortly after, the sounds of explosions and screams of the wounded came from the bridge as dwarves threw bomb and bomb. Finally, Amayla peeked over the rampart to see the Easterlings running away, leaving their dead behind. As their general relaxed against the stone, the rest of the soldier stood and cheered at the sight of the retreating enemy.

"Well done General! May I be of assistance?"

Amayla turned to see Captain Luth standing at attention.

"Ahh Luth. This battle may be over, but the war is far from won, yet," Amayla smiled weakly and clapped Luth on the shoulder. "Is General Galen coming?"

Luth's face fell. "I know you asked for General Galen but he needs to be with family right now. I came in his stead. His . . "

Amalya's heart lurched, "No! Don't tell me right now," she cut off Luth. "What about Veddeg?"

Luth squeezed her eyes and bit her lips before slightly shaking her head, unable to choke out any words.

Amayla swore softly as she tried to calm her breathing. Seeing how upset Luth was, she grabbed her by the shoulders and placed her forehead against her captain's. "We will avenge them all. I swear! But right now, I need you on these ramparts. Can you do it?"

Luth pulled back and quickly wiped away the tears that she couldn't hold back. "Aye general. What are your orders?"

Amayla passed on her instructions before finally making her way to the healing halls, where Thorin had been taken to a private room. He was alive, but one glance at his ghastly grey color and the face that no one was treating him, rather it was Dis sitting by his side, holding his hand, Amayla knew that he was beyond help. She spotted her husband sitting against the wall with his head in his hand quietly sobbing. So engrossed in his grief, he hadn't even notice her come in. She saw Fili in Caileen's arms and Kili sitting next to Tauriel with her head on his shoulder and their sons sitting next to them, quiet and still for the first time in their lives.

Amayla walked over to Dwalin and gently picked up his hands, forcing him to look up at him. His eyes were swollen with tears streaming down his beard. At first glaring at whomever dared disturb him, he leapt up and threw his arms around his wife once he registered it was her. Throwing his arms around her, he sobbed silently. All Amayla could do was comfort him, whispering into his ears and caressing his back, arms, and cheeks until the sobs subsided.

Dis' voice broke through to them, "Amayla, Thorin would like to talk to you."

She straightened up and quickly brushed away her own tears as she approached her king, her friend. She had to lean in close as Thorin's voice was down to a hoarse whisper.

"The battle?" he asked.

"The mountain is secure, your majesty. We have pushed the enemy back a distance. We are well prepared and can outwait them. When the time is right, we will attack and destroy them all!" she replied bitterly.

"Well done, Amayla. Your father will be very proud. I will tell him myself very soon."

"Thorin, just hang on! I'm sure the elves will come soon. Neston will help you."

"Ah Amayla, so much faith in Thranduil. You must make certain that he keeps the treaties with Fili as he did with me."

"I will Thorin. He will."

"And look after Dwalin. He will take this very hard and will likely blame himself. Make certain he knows I wouldn't have wanted to go any other way than fighting for Erebor."

"Of course, Thorin. Mahal bless you my king."

As she gently pressed her forehead to his, Amayla heard Balin say, "Thorin, Bilbo is here."

Bilbo made his way to Thorin's side and took his hand in his.

"Farewell, good thief," he said. "I go now to the halls of waiting to sit beside my fathers, until the world is renewed. Since I leave now all gold and silver, and go where it is of little worth, I wish to part in friendship from you."

Bilbo squeezed Thorin's hand tightly, ""Farewell, King under the Mountain! This is a bitter adventure, if it must end so. Yet I am glad that I have shared in your perils — that has been more than any Baggins deserves."

"No!" said Thorin. "There is more in you of good than you know, child of the kindly West. Some courage and some wisdom blended in measure. If more of us valued food and cheer and song above hoarded gold, it would be a merrier world. But sad or merry, I must leave it now. Farewell!"

The cries rose as all in the room realized that Thorin was gone. As the family gathered around for a final good-bye, Balin pulled Fili, Dwalin and Amayla in for a private discussion. "Rumors of Thorin's death will not take long to spread. We must announce it quickly to assure everyone that Fili is now king."

Dwalin wanted no part of it, "He is not even cold, brother! Can it not wait until the morning?"

Balin looked to Fili and Amayla for support before continuing, "We are at war and under siege brother. We must present a strong front to keep things calm. The council must be convened with you and the other generals behind Fili. With Dain dead, we need Stonehelm to show his allegiance to Fili. It is what Thorin would want."

Dwalin grunted, but it was unclear if it was in approval or not.

"It will not be a formal coronation, especially with the Arkenstone not here. The men of Dale are probably considering the same thing. For the sake of the treaties between Erebor and Dale, it must be done and the sooner the better."

Amayla looked at Dwalin and stroked his cheek, "You know he's right, my luv."

Dwalin ran his hands over his face, the tears running streaks through the dirt and sweat still on his face, "Aye brother, you are right as always, but I'm not leaving Thorin yet. I'll help the lads with the preparations."

"Thank you Dwalin," Fili said as he pulled in the taller warrior for a head bump.

Amayla then turned to Fili, "With your permission, your majesty, I will go speak with Farrak and tell him about the ceremony. I also need to discuss guard rotations on the wall. It would be helpful to have Tauriel with me. I know that nobody wants to think about this now, and I am sorry, but it is necessary."

Fili stood tall and proud, "Agree Amayla. Kili, Dwalin, and I will prepare uncle. Tauriel, please accompany Amayla. Balin, make the arrangements with the council. Amad, I think it best that you talk to Stonehelm."

"I'll go and prepare your clothing, husband," Caileen offered. "and take Fin and Frerin with me."

,

As they made their way to the royal family of Dale's quarters, Tauriel asked about Galen.

"I don't know yet," Amayla choked out. "Luth gave me the impression that something bad had happened and that I should go to him . . . but I don't know why. I'm scared . . . and now we have to see Brand. I remember when he was born . ."

Tauriel wrapped an arm around her friend as tears fell from them both.

.

Tilda and Brand's wife were washing his body when Amayla and Tauriel entered their room. Farrak was comforting young Bard but pulled him up to talk to the two generals.

Tauriel and Amayla both bowed to the young king, with Tauriel speaking first. "Your majesty, on behalf of the royal family of Erebor, we extend our deepest sympathies. Your father was a very fine man and a good ruler. King Fili especially thanks him for his sacrifice. Erebor will never forget it."

Bard nodded while Farrak asked, "King Fili?"

Amayla nodded, "Aye, just before we came and is one of the reasons we are here. There will be a ceremony in the grand hall in an hour to make the announcement. Nothing formal. No horn. But Balin thinks it's best to avoid rumors. Dale is welcome to join in for the same reason."

"What about the Iron Hills?" Farrak queried.

"Princess Dis went to talk to Stonehelm. That is all we know."

"Perhaps it is Mahal's will that Dain perished also. I would not imagine any controversy with Fili over Stonehelm," Farrak mused.

"I will make it very clear right now" Bard straightened up to say. "My father did not die for Stonehelm to become king under the mountain. King Fili has the full support of Dale. And I will say that at the ceremony."

"Thank you, King Bard. I will pass that along to his majesty," Tauriel smiled.

"Right now, we need to speak to General Farrak on defensive plans overnight. More can wait until the morning," Amayla insisted.

Bard nodded and Farrak walked over to his wife, who collapsed in his arms. Seeing Tilda sob brought tears to Amayla's eyes once more, her face beginning to sting from all the salty tears.

As the three left to go to the ramparts, Farrak explained, "Brand was like a son to us. Of course, Bain was his father, but when Eothana and the little princess died, Tilda stepped into her role with Brand. And since Mahal never blessed us with children, well . . . Brand was special to us."

All Amayla could do was squeeze his shoulder.

After reaching a schedule to rotate troops, slowing increasing the times so that all the exhausted troops had some time to rest and recuperate, the three went on their own ways to prepare for the announcement ceremony. Amayla immediately searched out Galen's location to find out for herself what had happened. She was finally directed to one of the healing halls where she spotted Galen, Rhana and Bhana next to a bed. Her heart lurched when she noticed the two who were missing.

"Galen?" she whispered loudly as she walked up and put her hand on his shoulder. She gasped when he turned to look at her. She knew him as far back as she could remember and he was rarely without a smile, but now his face was completely drained. There was no spark in his eyes, and his arms hung limply by his sides. He didn't say anything, causing Amayla to search the eyes of his daughters and son who was laying in the bed with his arm covered in bandages. She didn't want to, but had to ask, "Sarna? Gorlen?"

The lasses burst into tears and Galen just shook his head.

Finally, Maylen spoke up, "They've gone to wait." His eyes filled with tears as he looked as his honorary aunt with overwhelming sadness.

She reached for his good hand to give it a squeeze as her tears flowed uncontrolled before she turned to the sobbing sisters and pulled them both in for a deep embrace.

"It's all my fault!" Bhana blubbered through her tears.

Amayla pulled back to look her in the eyes, "Of course it's not your fault, sweetie. Don't say that."

"But it is auntie! I fell and as Rhana pulled me away, amad came over to cover us. But there were so many of them and she . . . And then Gorlen and Maylen came over and Maylen carried her away, but Galen just went berserk."

Maylen picked up the story from there. "I tried to call Gorlen back, but he wouldn't listen. He just wanted revenge. He killed so many of them, but then they swarmed him too."

"So, don't you see, if I hadn't have fallen, they would both be alive," Bhana sobbed, this time into her sister's arms.

Amayla took Bhana's face into her hands, forcing the dam to look at her. "Bhana," Amayla said sternly, "as your general, answer me. Did you do something reckless to fall?"

Bhanda shook her head slowly. "No general, I took a hard hit on my head from behind and I dropped my axe as I fell. I was stunned for a moment. If I had just hung on to my axe . . ."

"Rhana? Is that what happened?" Amayla asked.

"She was knocked unconscious for a moment. I stood over her to protect her when amad came up and ordered me to pull her out. Amad fought so bravely. She was amazing! But there were so many of them. I saw her fall, but I had to get Bhana out."

"Oh my sweets," Amayla cried, placing a hand on both their faces, "It's not your fault. None of you. Your mother was a warrior and she died protecting her children. Nothing could have stopped her from that. You must honor her and your brother. The only ones to blame are the blasted Easterlings and Sauron himself!"

"I will kill them all myself!" Galen swore, startling Amayla with the coldness in his voice.

Amayla moved over to wrap her arms around her oldest friend. "Save a few for me," she whispered as Galen sobbed into her shoulder.

Before she left, Amayla managed to get Galen to agree to attend Fili's investiture as king. She then went off to find her niece and nephew, saying a quick prayer to Mahal that they were alive and healthy. Her prayers weren't answered.

She found her niece, her brother, and his wife at the bedside of Tutheck. It only took a quick glance for Amayla to notice that part of his leg was missing. The amount of pain and loss was becoming more than she could bear. But surprisingly, it was Tutheck himself who comforted her.

"It is just one leg, Auntie. It will not prevent me from working with leather or with ponies. I am proud to have fought for Erebor and will be proud to return to work once I have healed. Now I leave it to you and Laeck to rid us of these blasted Easterlings."

Reaching to hold both her niece's and nephew's hands, Amayla readily agreed.

Eventually, Amayla left to go Fili's announcement ceremony. With each step, the weight of all the dead and injured bore down on her. So much sorrow, she thought. And the battle isn't nearly won.

.

Guards directed her to Thorin's private room off Erebor's main hall. Not Thorin's room; it's the king's room, she corrected her own thoughts, King Fili's private room. She made her way next to her husband who looked more drained than she had ever seen. She grasped his hand, hoping whatever strength she had left would flow into him, but considering that she was beyond exhausted, filthy, and still in her battle-stained armor, she wasn't confident. Still, the couple leaned into each other, taking some comfort in feeling each other's presence.

Caileen stopped over with a wet cloth in her hand, handing it to Amayla, who took it with a frown. "I'm not expecting you to be neat and polished, but it would be nice if your face were recognizable under all the grunge and . . . I don't want to know what else," she insisted softly.

"Thanks, I guess," Amayla replied, wiping down her face. "Hope we start soon because I need to lay down."

"We're waiting for Dis and Stonehelm. Hopefully she got his cooperation without too much of a fuss."

"He tries anything, and he'll answer to me," Dwalin growled.

"Thank you Dwalin," Caileen smiled and patted his arm. "Oh, there she is now, with Stonehelm in tow, thank Mahal!"

Dis made her way over to Caileen, whispered something in her ear, and hurried over to Fili.

Noticing her friend's consternation, Amayla leaned into her, "What did Dis say?"

"She only said to trust her, which worries me," Caileen replied, before leaving to stand next to her husband.

Balin came to stand next Dwalin sharing that while he would announce Thorin's death, Stonehelm would give the response. At Dwalin's scowl, Balin calmed him, "I know you wanted to say it yourself brother; but having Stonehelm declare 'Long Live the King' is best for Fili and Erebor." Dwalin only scowled harder.

In the end, the ceremony went off without a hitch. The heads of all the guilds were there and the word spread quickly throughout the mountain of the new kings of Erebor and of Dale.

.

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********Author's Notes **********

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So this was rough to write. I think that was part of the delay. Part of me didn't want to write it, but the other part knew I had to. I really hated to kill off Thorin but I tried to give him a very honorable death by sticking to canon on the other deaths, and I really wanted to add in Tolkien's good-bye between Bilbo and Thorin. I love that. And obviously, with very small edits to make it fit this story, I used the Professor's words. As to the other character's deaths, I felt that because it was a huge battle and that the Easterlings were described as being fierce fighters, that some characters had to die. Sorry.