She would always remember that walk.

Down the long, narrow corridor toward the door at the end. Ash always said it made him feel like he was heading to his own execution. The room was located deep underground, brick walls rising up on both sides and overhead. Water always seemed to be leaking through the cracks, running in rivulets down the broken stone.

Ash always wondered where it came from.

She had never cared.

The floor had never been paved and bore deep grooves in the loose dirt. Drag marks from the countless who'd been brought to the room against their will

She passed by a lit torch set in the wall. Ash said it was needless theater and, on that point, she tended to agree. They could just as easily have had electricity but Smaug had a tendency toward the melodramatic.

She reached the door. In contrast to the rest of the hall it was simple, metal with a simple keyhole and a small window with a grate over it.

She didn't bother looking in. She'd been through the routine so many times it no longer registered. She couldn't remember half the faces she'd seen in that room. They were simply jobs, ways to make her stronger, more capable.

More feared.

She slid a key into the lock and turned it. The sound of the tumblers turning echoed in the hall as they released.

She grabbed the door and shoved, suppressing a wince as it screeched and grated its way open.

She stepped through...and the foundations of her world trembled.


Bilba scowled critically at the iced rose border she'd just spent an inordinate amount of time piping.

The last rose didn't look right, she decided.

She started to reach for the scraper, planning to remove the entire thing and start over, again, only to stop as the cake was suddenly lifted away from her.

"It looks beautiful, Bilba," Bombur said patiently, more than used to her perfectionism. He regularly kept an eye on her, knowing if he didn't she'd spend the entire day on a single cake or pastry insisting on every square inch being flawless. "Why don't you take your lunch now?"

Bilba glanced at the clock in surprise. She hadn't realized so much time had passed. "Alright."

She stood up and took the cake back from Bombur, carefully walking it over to place in the walk in freezer where it would remain until the client came to collect it.

After that she headed out to the front of the store, passing the low metal tables and rows of ovens, stoves and other cooking equipment. It had been a slow day and Bombur had sent several employees home. Usually the kitchen was a cacophony of voices, clattering pans and bodies rushing in a closely choreographed dance as they fought to keep the front of the store stocked without creating a disaster in the back.

Now it was mostly empty, only Bombur, her and a few others working on decorating cakes or checking on desserts in the stove.

Bilba pushed the swinging door and stepped out into the front, relaxing as she took in the empty tables and chairs. Bombur had designed the small bakery to be simple. The front wall was all windows allowing a view to the street outside and the sun to shine in and brighten the room. Tables and chairs were scattered on the beige tiled floor and the walls were decorated with simple landscape paintings. Even the showcase were simple metal ones with glass coverings. Bombur wanted his shop to be seen as a break from the hectic pace of life, a brief pause for people to sit down and relax.

Bofur was currently the only one doing so. He was leaned back in his chair, feet up on the edge of the register, ever present floppy hat pulled low over his eyes. As she came out he lifted one corner of the hat and grinned at her. "I was wondering when you were going to come out."

"I was busy on a cake," Bilba said. She stretched idly, yawning as her body worked out the kinks from having sat so long.

Bofur looked away sharply and Bilba dropped her arms with a flinch. She always forgot about things like that. She was so used to simply being a source of fear, her body merely a tool, a conduit for her powers. She'd used to look in the mirror and see death.

It was strange now to look and see a woman looking back.

It was even stranger to see others look at her as an something to be desired and not something to flee from, usually screaming.

She headed to the small employee fridge located just to Bofur's left. Crouching she opened it and got her lunch out. She stood back up, turned, and stopped.

Bofur was in the process of trying to not so secretly watch her. That in itself was not surprising. What was a surprise was the fact he appeared completely frozen, his eyes fixed on the spot she'd been in, his hand in the act of moving to lower his hat back in place.

Bilba swallowed, a warning siren going off in her mind. She sat her lunch down and edged behind Bofur to look through the window into the kitchen.

Bombur was frozen in the act of picking up a tray of cupcakes, another employee stuck halfway into sitting in a chair.

Hello my dear.

The words floated through her head and Bilba grimaced. An image of a tall, thin elderly man sporting gray hair and a long beard flashed through her mind, always dressed in a gray suit and sporting a walking stick she was certain he didn't need.

It had been months since he'd checked up on her. Every time he did she hoped it would be the last time.

The bell over the door sounded and she spun, planning to tell him off roundly. She hadn't even used her powers in years, much less done anything with them. Didn't he think it high time he stopped bothering her and...and...

The words died in her mind without ever reaching her throat.

Gandalf hadn't come alone.

Stepping in behind him was a tall, athletic young man with intense blue eyes, blond hair pulled into a loose ponytail and a short, neat beard and mustache. He wore jeans, a dark blue button down shirt and a leather jacket. A large ring dominated one finger and she caught the impression of a cord around his neck but couldn't see what was on the end of it.

Ash.

He was half turned from her, letting the door close behind him, and Bilba didn't hesitate. She accessed her powers, for the first time in years, and called up the one she wanted. Instantly the world blurred, the colors softening, their vibrancy bleeding out.

Gandalf sighed, "Come now, Bilba. Is that really necessary?"

Ash - no, Fili, she reminded herself, jerked around, his eyes wide and scanning the shop. "She's here?"

"She is," Gandalf said mildly. "Though invisible at the moment."

Only to Fili, Bilba thought. Gandalf was a telepath with Omega level powers. She had no doubt he could see her as clearly as if she were using no powers at all.

Fili frowned. "Are you sure?"

Gandalf looked amused. "You doubt me?"

"It's been six years," Fili said. "I doubt she could stay quiet that long. It was never her way."

Bilba had started moving forward as he spoke, almost without realizing it. She slid around the end of the counter and wove between tables until she stood directly in front of Fili. It'd been so long since she'd seen him in anything but her dreams and now here he was, his brow furrowed, his eyes roving around shop.

She lifted a hand toward his face, pausing inches from where a lock of hair had come free from the band.

His hand closed around her wrist, his grip like iron. Bilba felt shock rush through her, followed by anger. She directed her gaze at Gandalf, a steady stream of curses running through her mind. She knew full well he could hear her.

"Turn if off," Fili ordered, his voice quiet. "Now. And don't use any of your other powers on me, or Gandalf."

Bilba obeyed instantly, and without conscious will.

She blinked and looked to where Fili was holding her arm.

He didn't have his gloves on.

Fear spiked through her though she took care to keep if off her face. She looked up to see his eyes locked on her, a mix of disbelief, shock and...something else she couldn't identify in them.

"So you aren't dead after all," he whispered. He looked around, incredulous. "You aren't dead, and you're working in a bakery?" He shook his head. "No wonder no one ever saw you. It's the last place anyone would look."

"There's nothing wrong with a bakery," Bilba snapped. She jerked on her arm, trying to get it free but he merely gave her a sidelong look, his grip unyielding. He had her, dead to rights, and they both knew it.

Getting taken so easily, it was worse than being out of practice.

It was downright pathetic.

She resorted to glaring at him, purposefully looking at where where his skin was now in direct contact with hers. "Bit of a double edge sword for you, isn't it?"

He studied her a brief instant and then very deliberately pulled her hand up and placed it along the side of his own face. Bilba shifted her hand, hooking her thumb under the curve of his jaw while the tips of her fingers slid back into his hair. If she wanted she could strip his powers in an instant, adding them to her own impressive list and leaving him with nothing at all.

"Go ahead," Fili challenged.

Bilba swallowed and broke eye contact, focusing on empty air over his left shoulder. They'd both already been down this road and Fili knew full well how it had ended the last time.

"Let's all sit down shall we?" Gandalf said, breaking in. "Bilba, if you would be so kind?"

She sneered at him, anger boiling in her veins.

"Do it," Fili commanded, his voice still quiet.

Bilba leveled an angry look on him as well but obeyed.

It wasn't as though she had any choice.

She called the power she wanted. A moment later the locked clicked shut on the door, the lights came on, the Open sign clicked to Shut and the drapes closed over all the windows, turning the room into a suddenly tight, enclosed space.

She raised an eyebrow at Fili. "Happy now?"

He let her go. Bilba stared at him, shocked, and then moved away instantly, putting several tables between the two of them. Fili headed to the nearest table and sprawled in a chair, his hands clasped in his lap. Gandalf took a seat next to her and they both stared at her expectantly.

Bilba sat on the top of the table she was standing by and folded her arms across her chest.

"We need your help," Gandalf said simply.

Bilba gave him an incredulous look. "My help? What do you need me to do that you can't?"

"Have you heard of the group, G.O.L.L.U.M.?"

Bilba nodded. "They're mercenaries, what of it?"

"They have Smaug's technology," Gandalf said, "I cannot touch their minds which, as you probably realize, causes a slight problem for me."

"If you mean it renders you useless then, yes, I imagine that would be a problem," Bilba responded. She frowned. "I don't know how they got the tech if that's what you're asking. It certainly wasn't from me."

She kept her eyes on him, steady, as she spoke. He could see easily enough if she was telling the truth.

"I know," Gandalf said, "We aren't here about that. We're here about Oakenshield."

Bilba couldn't help it, her lip curled in disgust. She hated Oakenshield, hated him.

He'd taken Ash from her.

Her eyes flickered toward him, almost by instinct and she flinched to find he was staring at her, unwavering. She couldn't read him, never could, even before Oakenshield and his precious Company had come and taken him away.

"So what?" she said defensively, "let his precious Company get him out. Better yet, let him get himself out."

"We can't," Fili broke in. "There's only four of us, three without Thorin. Not enough to go after G.O.L.L.U.M."

"He didn't rebuild?" Bilba asked in surprise, "Why not?"

Fili shrugged. "Some aren't to happy with his choice of members. Others are still afraid of you."

"I'm dead," Bilba muttered.

"You're doing surprisingly well for a dead woman," Fili said dryly. He shifted in the chair. "You were designed to be larger than life, you know that. Even dead," here he used air quotes, "you still terrify."

Bilba looked away, silent. Guilt rose up and, along with it, the memories. Screams filled her mind, face after face, strapped to a table, begging her not to steal their powers from them. She'd never listened, never even heard them. In a way she hadn't even seen them as people. They were just a means to an end. Smaug wanted her stronger. She became stronger.

She shook her head, closing her eyes briefly to try and rid her mind of the memories.

She looked at Gandalf. "There are a lot of people out for my blood, most with just cause. If I reveal reports of my death have been exaggerated..." She shrugged. "It won't go well for me."

"We'll keep it quiet," Fili said. He pushed up, walking toward her. Bilba slid off the table and faced him. He stopped in front of her and took her hands in his own. Bilba looked down.

He had put his gloves back on.

"Please," Fili said, "I wouldn't be here if I thought I had any other choice. Please. I just want him back."

I just want him back. Bring him back!

Please.

Just bring him back.

She clenched her teeth, looking away as her eyes began to burn. She swallowed past a lump in her throat and let her breath out slowly.

She met Fili's eyes again.

"I don't want to, Ash," she whispered, the words for him alone, "isn't there enough blood on my hands already?"

He stepped forward and lowered his head, pressing his forehead to hers.

"I'll go with you," he responded, his own voice hushed. "I always have."

He had, right up until Oakenshield had shown up. Now he wanted her to go save the man who'd ruined her life.

Or saved it. It was a matter of perspective she supposed.

She knew what Fili would say.

She lowered her head, shoulders slumping. She didn't want to go. She wanted to stay where she was. She wanted to work on making cakes perfect, exchanging recipes with Bombur, teasing Bofur.

She wanted to be Bilba Baggins. A normal, unassuming woman with a normal job and life.

Bilba had always just been her alias though, her secret identity.

It had never been her, just a front. A facade she put on when she needed it.

She raised her head and met Gandalf's eyes. He'd brought Ash on purpose and she knew it.

Ash had the power to command but he had no need to use it on her.

All he had to do was ask.

All he'd ever had to do was ask.

She turned her attention back to Fili, resigned.

"Alright, tell me what you want me to do."


They told her what she needed to know and left.

Before they did Bilba unlocked the doors, turned the lights back off and put the curtains up.

The door closed behind Gandalf and she immediately heard movement behind her as Bofur began moving again.

"Bilba?" He called. "Are you alright?"

Bilba turned to face him, a forced smile pasted on her face. "I'm fine," she said. "Just distracted for a second."

Bofur frowned. "You're telling me. I could swear you were behind me a second ago."

She laughed and returned to the kitchen, her appetite gone.

The rest of the day was spent in relative silence until closing when she begged off a few minutes early, claiming a headache.

She only lived a few blocks from the bakery so the walk home was a quick one. Bofur tried to offer to walk her home. Usually she'd let him but this time she politely declined and left quickly before she could see the look of disappointment on his face and feel even more guilt.

Her home was a small studio apartment on the sixth floor of an upscale building. One entire wall was glass, overlooking a park and she'd often spend hours curled in a chair watching people in it. Her decorations were sparse, just a couch, chair and television she barely watched, microwave, fridge and bed. She'd added curtains to her windows for privacy and added a plush rug or two to cover the wooden floors, which got cold in winter no matter how high she turned the thermostat, but, aside from that, it was bare.

On a normal evening she'd have come home, showered, dressed in comfortable sweats and an oversized t-shirt, gotten something to eat and curled up with a good book.

On this night she went to her small closet and pulled down a large box from the top shelf. Her stomach started to churn, her nerves jangling as she carried it to her bed and set it down. She lifted the lid and stared down at the costume in the box. She could almost swear the metallic tang of stale blood hit her nostrils, though she knew full well it was clean.

She dumped it on the bed and set about ridding herself of Bilba Baggins.

Ash didn't want Bilba Baggins.

He wanted Phoenix.

She undressed and then pulled on the blood red, metallic jumpsuit. Metallic gold boots went on next, covering her legs up to her thighs, and matching gloves covered her arms up past her elbows. The front of the suit was emblazoned with a golden phoenix silhouette and a gold sash wrapped around her hips. The mask was one piece with the suit, going up to cover her throat, eyes and forehead but leaving her mouth and nose uncovered. The top was also open and she absently dragged her hair out of its pony tail holder, allowing the waist length, auburn mass to tumble down her back in a sea of natural waves and curls.

The outfit was a bit more snug than she remembered. Clearly her love of Bombur's cooking had affected her a bit more than she'd thought. She adjusted the sash a bit more, pushing it lower on her hips, and shivered.

Had it always been so cold? Not to mention form fitting, even past the tighter fit. She felt almost like she'd be running around naked.

Shaking her head, Bilba closed her eyes and focused. She treated Bilba Baggins like she was the costume, carefully packing up each aspect and putting her away in a box in the back of her mind, buried deep where she could continue her normal life and pretend it was just a normal evening with a good book and a glass of wine.

Phoenix opened her eyes.

She straightened, her body suddenly confident and in control. She accessed the two powers she wanted, invisibility and flight, activating the first and holding the second in reserve.

She headed to the roof, exhilaration flooding her as she jumped up on the short concrete wall surrounding the building. She looked out over the glittering lights of the city. A sharp breeze spun around her, as though in welcome, and she grinned.

She activated her flight and fell forward, laughing as her body caught and soared into the air.

It had been far to long.

Far, far to long.


She found the location they'd given her easily.

It was a large abandoned warehouse located outside of the city, on the edges of a large forest reserve.

She had heat sensors built into the eyes of her mask and easily found the small group hiding just inside the treeline. She felt Gandalf brush against her mind and followed it down, landing next to him and releasing her invisibility. She was only able to call up two powers at a time so she shut down flight as well and called up two of her more offensive powers, keeping them both ready.

"Glad you could join us, Phoenix," Gandalf said.

"Where is he?" She asked. She used her Phoenix voice, it was deeper, sharper. Just one more layer to recreating her as a force of destruction and not a human being at all.

"I don't know why we had to bring her," a shaky voice said nearby, "she's supposed to be dead. You said she was!"

Phoenix turned, and barely suppressed a flinch at the sight of Fili, dressed in the black cameo and mask he'd always worn when he'd been by her side.

Back when he'd been Ash.

The young man next to him was dressed similarly, his hair dark and spread out on his shoulder in contrast to Fili's light hair that he always kept bound back. He wore a quiver over his shoulder and held a large, compound bow in his hand.

She remembered him. He'd been there when Smaug had sent her to get Ash back. She hadn't known at the time he was Ash's brother. She'd been impressed to find he had no mutant powers at all and instead fought with his own strength and skills.

She'd been very impressed.

She doubted he'd enjoy hearing that from her.

Fili had wrapped an arm across his brother's shoulders and was speaking to him in a low voice. Past them she could see another heat signature which she guessed was the final member of their small Company.

"Thorin's in the basement," Gandalf said, catching her attention. "The lowest level."

"Why did they take him?" She said suddenly. She hadn't bothered to ask before but now found herself curious.

"I doubt they're aware they kidnapped Oakenshield," Gandalf said dryly, "They took him from a charity event."

Ah, well, that explained it then. They'd been after Thorin Durin, heir to the Durin family fortune. No wonder he was still gone. He couldn't use his powers to escape without giving himself away.

She gave a short nod and, without another look, walked past him toward the warehouse.

"Where are you going?" A gruff voice called from further in the woods. "We need a plan before you just go haring off."

She barely paused. They didn't need a plan.

She was the plan.

Fire flickered from her palms, running like a liquid river up her arms, swirling around her body like a living ribbon. At the same time it poured down her hair, licking amongst the waves, jumping from strand to strand until she had a curtain of flame wrapped around her.

She strode forward, holding her hands slightly away from her sides, palms facing outward.

The first guards ran at her and she barely moved her head, sending them flying back to bounce against trees and fall to the ground. More appeared, probably a dozen or so at least. Bilba held her arms in front of her. A cone of fire formed, spiraling up in the air until a massive tornado of heat and flame spun wildly before her.

She sent it out with a flick of one finger, watching it race across the ground, leaving devastation and death in its wake.

"Try not to burn the entire place down would you? It'll make getting in the basement that much harder."

Phoenix glanced behind her to see Fili casually walking in her wake, his head down as he reloaded his gun.

"I don't need you here," she snapped.

He shrugged. "I don't recall asking if you needed me."

She could just throw him back, as easily as he could shoot her in the back once she turned around, as easily as he could have shot her the entire time he'd been back there.

Annoyed, she turned and in one sharp gesture ripped the double doors off the warehouse, flinging them in opposite directions.

There were at least twenty waiting for her inside. They raised their weapons and her eyes narrowed. Granted many of them were shaking but that wasn't near enough.

She was Phoenix.

How dare they challenge her.

She sent out a wave of telekinesis, like a solid wall moving before her. Several of the guards tried firing, frantically back pedaling but it was like trying to shoot a bulldozer.

A moment later the floor was quiet.

Fili stepped up next to her. "Really? You couldn't even leave one for me?"

Phoenix ignored him. She found the elevator and headed for it. The doors were open, the shaft beyond empty.

Fili swore. "They must have recalled the elevator and locked it. We'll have to find another way down."

"Correction," she responded. "You'll have to find another way down."

She'd already released her telekinesis and called up her flight. She stepped forward, dropping into the shaft. Fili grabbed for her but she was already past him, rocketing through the empty tube on her way to the bottom.

Without warning gunfire erupted from a open door on a lower level. She swore, reaching for her telekinesis to throw up a shield only to realize in horror she'd released the power without thinking.

She grabbed for it desperately, releasing her fire to call it up.

Too late.

Pain exploded in her side, traveling up her nerves. She barely made a sound as she hit the bottom, barely managing to slow herself in time. She laded hard, facedown on the top of the elevator car, pain radiating along her nerves. The intensity made her feel nauseated, sweat broke out on her skin and her breathing was harsh. She pushed up on her elbows, hair falling across her face as she gasped in pain. She managed to get her telekinesis back and threw a shield up over her head just as more bullets pinged off it. She looked up to see the attacker leaning out, trying to get better aim.

Another retort went off and he fell forward, landing next to her a moment later with a heavy thud.

Far away, at the top floor, Fili looked down. He'd seen the shooter in the square of light from the hall he'd been standing in but the tube itself was to dark to see her.

"Are you alright?"

Phoenix cursed her own stupidity. She released both her powers and called up another one, activating it quickly. Immediately the pain lessened, eventually vanishing entirely. She put a hand on her side and pulled it away soaked with blood but there was no longer a trace of a wound under her uniform. The pain faded and her breathing slowed to normal. Shakily, she pushed to her feet, still cursing herself.

She'd be limited to only one power at a time now. The one holding her body together wasn't a healing ability. Rather it turned back time on her body, to an extent, reverting her to a point when she'd been healthy. The downsides were any wounds she got would return once she released the power, including any she got while the power was active. It was quite possible to receive a fatal wound and not know it until the ability was turned off.

As far as she knew the wound she'd already received was fatal.

Fili was still calling for her. She hesitated. She'd be severely limited with only one power. Even as she thought it she laughed at herself. Most mutants only had one power.

Fili's brother had none at all.

She wasn't Fili's brother, though.

"Can you cover me if I come back up?"

"Yeah." He leaned in again, his weapon ready. "Stay close to the wall so I have a clear shot."

She nodded. Calling her flight back she shot up, staying far more careful this time until she was finally back on the main floor with him.

His eyes narrowed, taking in the amount of blood on her uniform. "See what happens when you try to leave me behind? How bad?"

"Bad enough." Movement came from the entrance to the warehouse and she saw the other members of the Company and Gandalf slowly making their way in. She turned to Fili. "I can use flight to get us down but I can't use my super strength to carry you."

He shrugged. Taking a step forward he wrapped his free arm around her waist, his other still holding the gun. "So I'll carry you."

With that he stepped forward, taking her with him, right into the elevator shaft.

Phoenix called up her flight. Fili was far to heavy for her to handle his weight. The best she could do was try and slow their fall. She did, from the second they stepped off, leaving him to watch the various open doors for anymore shooters.

They hit the top of the elevator car hard, both going to their knees. She heard Fili grunt in pain but he was up immediately, jerking the elevator hatch open and aiming his gun inside. After a moment he nodded at her and jumped in. She followed, grimacing as her legs complained at being forced to move so soon after a hard landing.

If Fili planned to start making a habit of this then she was definitely starting up her exercise routine again.

She used her telekinesis again to repeat the trick from the first floor, blowing the door off the elevator and taking out the dozen or so men who had been waiting for them in the hallway.

"Just how big is G.O.L.L.U.M. anyway?" She muttered. "It's like he hired half the underworld. Does G.O.L.U.M. just pay better than the other organizations of evil?"

"Maybe they just have a really good dental plan," Fili muttered, kicking in a door to check the room. He moved forward, into the hall. There were several rooms, each of which had to be checked.

"No one offers dental anymore," Phoenix responded absently doing the same to another.

"Yeah?" Fili lined up on one side of a door while she lined up on the other side. "What about that bakery you work at?"

Phoenix blew the door in and he rolled off the wall, swinging around to aim his gun in the room.

"That's different," Phoenix said as he gave the all clear sign, "It's a bakery. A dental plan is essential to working there."

Fili shrugged. "Fair enough."

There was only one room left. It had a set of double doors instead of the single one the rest had, no windows so there was no way to see what was on the other side.

Fili waved a hand at the door. "After you."

She rolled her eyes but obediently waved a hand at the doors. They ripped outward, bending back on their hinges with a horrible shrieking noise.

They walked in together.

The room must have been an underground parking garage of some kind when the warehouse was operational. That meant there was probably an entrance to it somehow and wasn't that annoying to realize they could have gone straight in without having to go through the bulk of G.O.L.L.U.M.'s work force?

The concrete room stretched out in all directions, lit by flickering overhead lights. Giant columns rose up at intervals, providing plenty of hiding places.

A large table, set up vertical to the floor stood several yards away. A man was strapped to it, tall and broad with shoulder length dark hair and intense blue eyes.

Bilba felt her anger rise at the sight of him.

Beside her, Fili shouted, "Uncle," and began to move forward, his gun already lowering.

It was about that time that Bilba noticed Okanshield was gagged and appeared to be frantically trying to say something. She opened her mouth to call out a warning to Fili, only to have pure agony erupt through her side. She literally felt the bullet hole reopen, could feel blood gushing out from her side. Her entire body locked from the pain and she instantly started to feel ill from the blood loss.

What? What happened? She hadn't released -

A heavy body slammed into her, knocking her to the ground. She landed on her back and slid, a trail of blood left in her wake. She stopped to the feel of a heavy weight on her chest and hands around her throat. Phoenix looked up to see a scrawny man with a crazed look in his eyes straddling her chest, the hands around her throat surprisingly strong for someone of his size.

She gagged, clawing weakly at his hands even as she frantically tried to call up one of her powers, any of her powers.

They all eluded her, leaving her nothing more than a fairly petite woman in a fancy leotard.

One who was rapidly bleeding out.

Blackness ate at the corner of her vision and her struggles grew weaker. No one was coming to help her.

She couldn't blame them.

She started to relax, her hands falling to her side.

Shadow fell over her and suddenly the weight was gone. She gasped, her back arching as her lungs desperately sucked in oxygen. She blinked and looked up to see Oakenshield, staring into the darkness. His hands were at his side and she saw claws protruding from between his knuckles. They were covered in mithril, the hardest substance known to man, as was the rest of his skeleton. They wouldn't be affected by whatever the hell the weasel had done to strip her of her powers.

"Stay here," Oakenshield ordered, and then strode into the darkness after the weasel.

Fili knelt beside her, his face pale. He tore his outer jacket off and pressed it to her wound, wincing as she screamed in pain.

"I'm sorry." He looked past her, into the darkness. "Damn it all, hurry up!" He looked down at her. "Keep trying to call the power back. Just keep trying!"

She obeyed, even if she didn't have to because his powers weren't working any better than hers were.

Weren't working...and then just as suddenly they were.

She gasped as the pain receded once again, the bullet hole closing and strength returning to her limbs.

Fili sat back on his heels as she struggled to a sitting position, paling at the sight of the blood pooled on and around her.

It was a lot of blood.

Fili swallowed. "I don't suppose you know someone with healing ability do you?"

She didn't answer. She was exhausted. Cycling between her powers, using them, all required energy and she'd used almost all of hers up. She could barely keep the power she had up going and there was no way she'd be calling a second one up any time soon.

"Do you have a cell phone?"

Fili blinked but then fished into a pocket and came out with one. "I don't know if it'll work this far underground."

It did. Bilba dialed quickly and nearly cried with relief when it was answered almost on the first ring.

"Who is this?"

"Me," Bilba said. "Can you come get me? Now?"

There was only the briefest of pauses. "Where are you?"

Bilba gave him the address, hung up and handed the phone back to Fili. She ignored his question of who she'd been talking to and laid down again, uncaring of the fact she was lying in her own blood. She pulled her legs up and draped an arm over her eyes.

She heard footsteps and voices, Gandalf and the Company had arrived. A deep baritone spoke and she realized Oakenshield had shown back up as well.

Great, that was all she needed. Maybe, if she was very lucky, they'd just leave her to die alone and not feel they had to do the job themselves.

A low popping noise broke out and she heard Fili say, "you're alive too? Is everyone who's supposed to be dead actually alive?"

"Wouldn't you like to know?" A familiar voice answered. Footsteps echoed across the floor and then, "what the hell? Since when is Phoenix back?" She pulled her arm back in time to see Nori's familiar build as he turned back to face Fili. "Is this your doing? Did you order her to do this?"

"Of course not!" Fili snapped, standing up. "I asked her."

"Coming from you that's the same thing, jackass!" Nori shot back.

He came and knelt next to her, sliding his arms under her and then standing up with her cradled against his chest.

"How bad is it?"

The language he used wasn't a true one. It had been created by Smaug specifically for his own private army to use.

Phoenix knew it.

So did Fili.

"Bad," she whispered. "Really bad."

Fili flinched.

Nori hefted her higher in his arms. The action caused her head to fall back and Bilba let it, idly studying the lights overhead. Passing out would be bad, she absently told herself. Her powers all involved conscious effort. If she passed out she'd let it all go.

Nori was shouting at Fili.

He shouldn't do that, she thought dully. It wasn't Ash's fault.

She heard a popping and then the familiar rush that was Nori's transportation power at work.

She wondered where they were going, then realized she didn't really care.

Ash was safe.

Oakenshield was still an ass.

Gandalf still liked to play with other people's lives like they were all players in his own personal game of chess.

Everything else...just didn't matter.

She was tired.

She'd wanted to stay awake, hadn't she?

Why was that again?

She couldn't remember.

The rushing stopped and she dimly heard the sound of panicked voices, hands grabbed her, moving her and then she felt a flat, hard surface under her back.

She really couldn't remember why she'd wanted to stay awake.

She let her eyes close.

Maybe she'd remember later...after she'd slept...