The dragon is awake, Billana thinks as she feels panic grip her. She has finally found the Arkenstone and the dragon has woken up in time to stop her from grabbing it and running. She could still try it, could turn into a fox, pick up the stone and run, but Smaug is turning his head as he looks for her, drawing in great lungs full of air as he uses her scent to search for her.

"I hear you, thief," the dragon says, "I smell your fear. Why not come out from your little hiding place and face me?"

He knows where she is, but she has to believe that he doesn't know what she is. All she can do is change form and hope it confuses him long enough to allow her to escape. She takes the form of a fox, the size being an asset for trying to take the Arkenstone and yet providing her with enough speed and stealth that if she can lose the dragon's attention she might be able to slip away.

-I am no thief- she replies. The dragon rears up, claws and teeth glittering silver in the strange light. He can hear her. -I am simply lost while seeking a warm den out of the cold- To her surprise, Smaug laughs.

"A pretty attempt," he chuckles, "but I have smelt your kind before. It has been many centuries since one such as you dared to cross my path." She should have become a mouse, she thinks. "I must say, however, that this is the first time I met such a one as a companion of dwarves." He laughs again. "Or perhaps I should say, as their pet." He bends his head closer to her and she crouches with a whine, resisting the urge to roll onto her back and expose her belly as she takes a few steps back.

-I do not belong to any dwarf- she says defiantly, paw brushing over the Arkenstone.

"Yet you seek that treasure which would allow them to gather their armies and take back this mountain," Smaug replies. "Do you think me ignorant of the world because I have slumbered these last decades?"

-I have no thought on the matter whatsoever,- she lies, inching slightly further back so that she is close enough to snatch the stone in her jaws.

"They have brought you here to steal from me," Smaug snarls, "to take that which is mine, they have brought you to meet your demise. Do not think that they will grieve for you, do not think that they will mourn you. They will think of your death only as an inconvenience to them, as rash stupidity that might cost them what they seek. They care nothing for you, they care only for the gold and that is mine!" The final word is accompanied by flickers of fire deep within him and Bilana flinches back further.

The Arkenstone glows in front of her now, swirling and hypnotic and so very tempting. She can see, even in the greys that all foxes see in, why the dwarves might be so enamoured of this particular gem. Smaug knows what she wants, he must be able to see what she does, and so she wonders why he has not already incinerated her.

-But it isn't yours!- She shouts mentally, closing her mouth around the jewel. -You came and stole it from them! Didn't it ever occur to you that they might come to try and steal it back?-

"Oh, I knew they would come one day," Smaug purrs, "although I didn't think even they could stoop so low as to ask another creature to steal from me. Pathetic creature that you are." Then he twists his head. "But, wait. Can you hear them, little thief? Can you smell them? They are coming for you, to retrieve that which you would think to take from me. Let us welcome them."

He rears back and Billana runs, paws skittering over gold and gems as she desperately tries to avoid the wave of fire that she knows is heading her way. She hears a shout, recognises Thorin telling Fili and Kili to stop, but there is nothing that she can do about it as she runs, looping and twisting, backtracking on herself so that she can run between Smaug's legs, all too close to his terrible claws. He roars, twisting and trying to catch her with one of his feet as she ducks away, struggling to breath properly with the unforgiving gem in her mouth. She hears the sound of sparks, hears Smaug chuckle and the dragon's attention turns.

"Insects," he says, "there isn't a mage alive with the power to penetrate my scales, and none who could shield against my spells."

Billana turns to see Thorin, Fili and Balin stood together, the glitter of magic around them telling her that Fili has covered them in a shielding spell while Thorin and Balin use whatever offensive spells that they can think of against Smaug. There is no sign of Kili and she makes her way to the wall while the dragon is distracted, running along it towards her father and lover, though she has no idea what she will do once she reaches them. Smaug's roar is one of rage when something Balin does send lightning over his scales and he falters, earning a triumphant laugh from Thorin.

"Out of practice, wyrm?" Thorin demands. "You have grown slow and fat while you slumbered on dwarven gold." Billana hears Balin make a strangled noise.

Smaug spits fire at them and Billana lets out a muffled shriek, barely daring to breathe until she sees that Fili's shield has held, though it is the worse for wear and the golden mage's hair is soaked with sweat.

"Please don't do that again, Uncle," he says mildly, though she can hear the strain in his voice.

"No," Smaug snarls, "fire is too quick for you, Oakenshield."

He raises his claws and this time Fili's shield fails entirely, flickering just long enough for Balin to catch the very tail of whatever spell has been flung their way. Billana runs faster, mentally shrieking for them all to get out. She has the stone, for all the good that it is going to do with Smaug awake and out for their blood. Even if they get out of the mountain Smaug will likely track them down and burn them to cinders to get the gem back. He isn't going to let them get away with this. The only thing that they can do now is kill the dragon and she has no idea at all how they might manage to do that.

"Watch them fall, little thief," Smaug calls, "see the futility of your quest before I rip your life from you as surely as I will them."

Somehow, Fili manages to cast another shielding spell, and though this one fails as soon as Smaug's magic strikes the spell disperses harmlessly. Smaug screams his frustration raising his claws once more. Billana is closer, now, but she can see that Fili is disorientated and his shield will not hold up against whatever spell Smaug will send his way this time. She's amazed that his shields have held for this long, Smaug must be truly out of practice, or a weaker mage than Balin had believed, for Fili to have been able to hold up this long against him even though Thorin and Balin's magic has been little more than a nuisance. It would seem that, like Kili, Fili has been concealing the full extent of of his abilities. Thorin flings another spell at the dragon, this one causing Smaug to rear back as it lashes against whatever he was attempting to cast. It doesn't take the dragon long to regroup, firing another spell at Thorin and Fili and Billana leaps, forcing a change in mid air and slamming into Fili in her wolf form. Fiil falls with her on top of him, the Arkenstone still clenched in her jaw and she drops it on his chest as she hears Thorin yell before falling to the ground with his head in his hands.

"How very interesting," Smaug says. "Perhaps you are not quite the pathetic thing I had believed you to be."

"Billana, run," Fili hisses, shoving the Arkenstone into his pocket. She shakes her head, watching as Smaug begins to rush toward them, magic crackling around him.

It changes in a heartbeat as she hears a familiar shout, Kili screaming a word that seems to drag the air from the room as it warps and twists. A tear appears to open in front of Smaug's head, the dragon moving too rapidly to avoid it even as he opens his jaws and unleashes a wave of fire. Fili shouts his brother's name, panic lacing his voice, and Billana tears her eyes away from the odd window in front of her to look at the dark-haired prince. His stance is wavering, blood drips from his nose, running into his beard and staining his clenched teeth. His arms are spread wide and they are trembling with the effort of the spell that he is casting as Smaug begins to move backwards.

"Let it go!" Fili screams. "Kili, you have to let it go."

There is a moment where Billana wonders if Kili has even heard his brother, then he falls to his knees and it breaks his hold on the spell. The split in the air snaps closed, with Smaug still up to his neck inside, and the dragon's body crashes into the piles of gold. Coins scatter through the air, striking those of them in the vast room and Billana yelps when one slams into her front leg. Fili raises his arm to shelter his face, gold clattering uselessly off the leather of his coat sleeve, but Thorin remains curled on his knees with his hands fisted into his dark hair. Billana's sensitive hearing picks up a whimper from his direction and when she risks a glance she can see him shuddering.

The coins stop falling fairly quickly and she leaps off Fili, pausing to sniff him and make certain that he is unharmed before going quickly to Thorin. The dwarf king doesn't notice her, doesn't even flinch away from her when she presses her nose against his hand. Billana does flinch, however, yelping at the feel of the dark magic which courses around him like chains. Thorin isn't her primary concern, as worrying as his condition is, and she spins from him to run to where she last saw Kili, feet carrying her swiftly and certainly around the corpse making her wrinkle her nose at the smell of sulphur and dry rot. Kili is unconscious, but he stirs when she nudges at him and opens his eyes when she whines.

"Kundith," he breathes, "you're safe." He reaches up to drape his arms around her neck, though there is no real strength in them as he pulls her tight against him. "When I'm feeling better, I'm marrying you," he declares sleepily. "Don't annoy anymore dragons before then." She licks his ear, ignoring the warmth that fills her at his declaration that he wants to marry her, and he laughs. Then he wraps himself around her, rubs his nose in her thick fur, and passes out.

Billana gives Fili a pitiful whine when he reaches them a few minutes later. Then she growls when he summons some of his own gift, the strain of it showing on his face.

"I'm just checking him, Kitten," he protests. "Are you hurt?" She shakes her head. She could change back to a hobbit, but Kili needs the rest and until the others can bring their belongings inside and set up camp she is very likely to be his only source of warmth. "Nori and Dwalin are bringing our things in and Bofur is looking for a safe spot for us to make camp," Fili tells her, tangling his fingers in her fur. "Soon as we have one we can all rest."

It doesn't take Bofur long to find a place that they can camp, an old guard room with rickety furniture and a chimney that smokes when they light a fire, Dori carries Kili through as Billana pads beside them, Nori has been sent to find her clothes and weapons while Dwalin brings Thorin in. Balin staggers after them, disorientated but upright and leaning heavily on Ori. The fight with Smaug has incapacitated half of them and Billana sends a quick prayer to VĂ¡na, Mahal and any other Valar that might be listening that this might be the end of it all.

The dragon is dead, the dwarves have the Arkenstone and the mountain.


A.N: Told you I was looking forward to writing this bit. And I needed to after the Trickster's Sight chapter this morning. Now, back to studying.