Kili is, understandably, reluctant to leave in the middle of the night. Billana has never been one to have visions, but this wouldn't be the first time that an animal in danger had reached out to her. Granted she had been a lot younger then and had far less control over her abilities, but the animals in question had still been able to reach out to her. As they have now and she is absolutely confident in what they have shown her. So confident, in fact, that she tells Kili that she is perfectly willing to return to Erebor without him if she has to. That brings him up short. Kili has come to know her well enough to know that she must be utterly convinced of the danger if she is willing to leave him behind.

Ravens do not see well in the dark, they will not get far, but he shifts form when she does, taking his raven shape slowly enough to show that his lack of sleep has affected him more than she would like. They left Erebor to find Gandalf, and as annoyed as she is that they haven't been able to achieve that, Billana will be relieved when they get back to the mountain and she is able to warn the others of what is coming. There will be no time to worry about whether Thorin has the appearance of a mad king or not, they have a far greater problem on the way. As it is, it is a good thing that the two of them shift form and take to the sky, flying some distance away from their camp before settling to wait for the rising sun. Billana's senses of other animals may not be so strong while she is wearing animal form, but she feels the great bats that pass above them before they arrive and she senses the wargs as they approach. Even if there were just one orc for each warg the army would be vast, but Billana has learnt enough of the creatures to know that fo every rider there are usually half a dozen who journey on foot.

Ahead of them flee other birds and animals, creatures that would never dare to risk the night flying and running to avoid being caught and eaten. Most do not escape and she feels the lives flicker out all around her as orcs pass below the tree she and Kili have taken refuge in. One, a massive white creature with plates of armour embedded in its skin and a milky white eye, grins at the tree and just looking at it makes her feel dizzy and nauseous. For a brief moment she thinks that she will lose her grip on her form, change from raven to hobbit and then any advantage they might have when the orcs stop to hide from the light of the day will be lost. She looks away, feeling all of the instincts of the raven calling for her to fly and flee. If she does that she will likely spend hours avoiding their arrows. If she doesn't they may well suspect the unusual behaviour is a sign that she is not always a raven. Either way draws attention that neither of them want or need, but seeing an arrow aimed in their direction makes the decision for both of them. Billana and Kili take to the air, wheeling and turning as best they can to avoid arrows and the grasping feet of the bats above.

It isn't until the sun rises that they realise that they have been flying in the wrong direction, heading towards the mountains instead of back to the lake. This can only work in their favour because even if the orcs had assumed them to be spies they had flown in this direction so stubbornly that it could only have been intended. At least, Billana hopes that will be the case. Either way, they have to make it back to the mountain, and not for the sake of the Men or the elves. Fili and the rest of the Company are in Erebor, and the Lonely Mountain is the only thing in this part of the world which might be of any interest at all to an approaching orc army.

They push hard throughout the day, they have little choice, with little sign of the orc army beneath them, though they could have turned or found somewhere underground to hide by now. Kili cannot hear her, of course, which means that Billana has no one to share her fears with. The orcs had been moving quickly, far more rapidly than she had thought them capable and they will be well ahead. There is no way for them to know when the army will reach the mountain, it could be two days, it could be a week. Billana thinks it will be soon, very soon, orcs are not known for sparing the weaker among them and they pass the odd torn up corpse of their approaching enemy as they fly. She reaches ahead of her, looking almost desperately for some sense of the ravens who live around Erebor and begs one of them to take a message to Dain warning him of the approaching army and begging him to hurry. Her wings falter momentarily when one of them agrees, the relief of it stilling her for a beat.

Noticing that she has fallen behind Kili, who is streaking ahead in his concern for his uncle and brother, Billana pushes herself to pick up the pace.

The Men and elves have already arrived and made camp in the ruins of Dale when they reach Erebor that evening, though Billana has no idea whether they have been there long enough to make contact with Thorin and she debates going into the camp to warn them before realising that she is too exhausted after her frantic flight and sleepless night to change into a bird once she has delivered her news. Even giving herself hobbit vocal cords will be too much of a strain and she follows Kili to the mountain.

Thorin is pacing the battlements, muttering under his breath about thieves and traitors. Fili hovers near the entrance to the mountain, his expression openly concerned as he watches his uncle. Dwalin stands beside him, his face blank and there is no sign at all of Nori. Billana finds herself hoping that the thief has not been sent to the camp in Dale, though she can see a multitude of fires being set and suspects that all of her hopes will be for nothing. Kili lands before she does, not having hesitated over Dale, and so he changes back first. Thorin's eyes fall upon him, hand on the great sword at his hip as he regards his youngest nephew with eyes that glitter with distrust. Billana flutters over to Fili, who removes his coat for her, shifting back as Thorin greets Kili cooly.

"You have returned too late to warn us of the enemy at our gates," Thorin tells him. "I should have thought that would be your first consideration."

"An error of judgement," Kili tells him, "there was another raven on the way here when we passed over the Mirkwood elves and Men of the Lake. It is not those that should be of concern to us."

"Indeed?" Thorin raises an eyebrow. "They are here to steal that which is mine, that which they have no right to claim and you say that they are not a concern."

"Dain will be here the morning after tomorrow at the latest," Billana assures Thorin. "With luck he is moving fast enough to be here tomorrow evening."

"To my side, or to yours?" Thorin sneers. "Do you believe me ignorant of the poison you have been dripping in the ears of my sister's sons? Do you believe I am foolish enough to think that you are not planning on attempting to steal my throne?"

"Thorin," Dwalin cuts in. "None of them have ever given you reason to doubt their loyalty. Why not listen to see what has brought them here in such a lather."

"There's an army coming, Uncle," Kili tells Thorin, "a massive army of wargs and orcs and bats. We cannot hope to defeat it alone and even with Dain's army at our back we might very well fail. We need to ally ourselves with the Men and elves. We need to prepare."

"You, of all people should know that I would not ally myself with Thranduil of Mirkwood for all the gold in Erebor," Thorin spits. "You have been taught it since you were born. You know the treachery of elves." He looks at Fili, "Tell him, Frerin, tell our sister's mewling whelp of the agony Thranduil allowed us to endure."

"I cannot tell them what I do not know, Uncle," Fili replies. "I am not your brother, I am your heir and the elder son of you sister."

"What's happening?" Billana asks in alarm when Dwalin moves in to calm Thorin.

"The next stage of Smaug's spell," Fili whispers, she suspects that Kili has already realised what it is given how utterly devastated he looks. "It's my fault, we should have had longer than this but I found something I thought would work and I didn't believe it would hurt to try it. Instead it hastened the process. We should have had weeks before he reached this stage."

"It's not your fault," Billana whispers. "You couldn't have known it would do this."

"Was there no sign at all of Gandalf?" Fili asks, blue eyes watching as Thorin sweeps past Kili and back into the mountain.

"None," Kili sighs, scrubbing his hand over his face and for a moment Billana thinks that she can see tears in his dark eyes. "I don't know whether to be worried or glad of it."

"Both, I should think," she sighs. "Better that we have some hope he might still be alive out there, than know he fell to that army."

"Is it so large?" Fili's tone is alarmed.

"Large enough to wake Billana from sleep," Kili nods, "and enough that we felt it more important to return here than to continue with our search for the wizard. Truthfully, Fili, I am not certain that this is a battle we can win with only Dain at our side. We need the elves and Men." Fili nods.

"Did you stop to warn them?" He asks and both shake their heads.

"To be honest," Kili rubs the back of his neck, "I wanted to see if this would be enough to break the curse Smaug lay upon Thorin." Nor, Billana adds silently, could they be certain that the elves would release them once the warning had been given. "I assume they have approached already?"

"Aye," Fili sighs, leading them both inside so that they can find some clothes rather than stand naked upon the battlements. "And it went about as well as you might expect given Thorin's condition. The Master of Laketown spouted about the gold we owe them, made a few threats about having his betrothed returned safely to him and generally made a lot of noise about things that he could neither verify nor obtain. Thranduil threw a number of insults, demanded those damn starlight jewels of his and tried to convince everyone listening that we had been crude and ungrateful guests. I've no idea who he thought he could fool with it, but the Master is happy enough to back him and Thranduil was quite content to let the Men's claims go unchallenged."

"We should still warn them," Billana insists. "If the orcs get here before Dain arrives they could be taken by surprise and slaughtered."

"Or they could turn tail and run before the orcs arrive," Kili points out. "I have no doubt that this Master is more interested in the safety of his own skin than he is in ensuring that this mountain remains in the hands of an ally." Fili hums.

"Either way, they need to be told and the two of you are exhausted," he steers them in the direction of their chambers. "There is nothing to be done about it until full dark. Get some sleep, both of you."

Billana wakes several hours later to find Fili gone.


A.N: I still live! I haven't completely lost the few marbles remaining but it's becoming a more likely thing while I contend with recalcitrant children, a Manbeast and hay fever that's left me sneezing and sniffling, with itchy eyes and a sore throat (not the plague, fear not). If it's not one thing, it's the other, and I have been spending a lot of time in my sunny and secluded garden with my rampaging wild creatures desperately pretending that planting seeds and reading the instructions is educational while muttering trig under my breath. Quarantine is so much fun.