Despite having fantasized about Mirkwood on fire many times, Thorin discovered he found no pleasure in actually seeing it happen. Perhaps it was the fact he'd lost his own home to fire that made it impossible to find joy in another losing theirs the same way, even if that individual was Thranduil.

The smoke rising in the far distance suggested the conflagration must be truly massive to be seen from Erebor. It had started raining in earnest almost as soon as the smoke became visible, no doubt Eru aiding the kingdom of his pointy eared children. From his vantage point on Erebor's front balcony, Thorin saw Thranduil come out of his tent and stare at the black plume rising over the trees. It was too far to see his expression but, again, going from his own memories, Thorin could picture it well enough. He drew back into the shadows under the overhang to watch, protected from the rain and the eyes of the elven king should he choose to look back.

Thorin wondered if the elf would abandon the men and go back to his kingdom to save it. Were the people he'd left behind fighting against the orcs? Were they fleeing? Or were they even then falling beneath the blades and arrows of the horde?

A horn sounded.

For a second the fact it was not coming from somewhere within the camps didn't register.

Below he caught sight of Thranduil whirl around, his eyes wide with something Thorin had never associated with an elf, horror.

About that time the first orcs started pouring in…from between Erebor and the camps.

Thorin's breath caught in his throat as the scope of what was happening registered.

They had been deceived.

While the main body of the army had marched directly at them, faster than expected judging from the location of the smoke, another group must have been moving even more swiftly around behind. With Thranduil and most of his elves at Erebor, focused on the army coming straight at them, the elves left in Mirkwood had probably been told to watch the edge of the forest leading to the mountain with little to no attention given to the other. It was possible even the fire itself had been set to draw attention away from the true threat. There had been no one in place to spot the contingent marching along the backside of the forest, around the tip and then down, cutting between Erebor and Mirkwood and coming in behind the camp.

Thranduil stepped forward, drawing his sword and meeting the first orc head on. His weapon sliced easily through its midsection, killing it so quickly it continued two feet before its body realized it was dead and collapsed.

As he did the rest of the contingent arrived, swarming over the camps like a plague unleashed upon the earth.

The clang of metal reached his ears, together with the scream of the wounded and dying, the sharp tang of spilled blood quickly becoming so strong not even the rain could lessen it. Thorin caught a brief glimpse of Gandalf wielding a sword and his staff simultaneously then he lost sight of the wizard in the chaos.

Adrenaline and shock vibrated through his body and the headache he'd grown almost used to vanished with a suddenness that staggered him. He stumbled forward, into the rain, until he caught himself against the railing. For the first time he became aware of the fog inside his mind, clouding his thoughts. He shook his head, trying to dislodge it, but it remained stubbornly intact.

Stubborn, his mind repeated. Bilba always told him he was stubborn.

His mind flashed to the look on her face when he'd cast her out, the eyes of his nephews as he'd banished them along with her.

Why had he done that again?

She was a traitor, a small voice whispered in the back of his mind. She turned your kin against you, stole the Arkenstone and gave it to your enemy.

That was right, Thorin thought, she had done that. She'd taken his trust, his love, and used it against him.

Something in that train of thought rang false. A warning seemed to sound in his mind, urging him to question, to fight back.

He growled and shoved the thoughts away. He had no need to do anything of the kind. He was not his grandfather, or his father. He was Thorin Okenshield, a king for Durin's sake. What kind of king would he be if he couldn't hold control over his own mind?

The strange fog inside his mind thickened and the warning subsided. The voice of his nephew arguing darted through his head but was so faint he couldn't hear the words. He disregarded it as quickly as he'd done when the boy had stood before him.

He had no need of any counsel aside from him own.

"Your plan has worked perfectly, Cousin," a voice said mildly behind him, startling him. He snapped back to himself. "It's almost as though you expected just this scenario. You truly possess the wisdom and foresight of a king."

Of course he did, Thorin thought irritably, it was the role he'd been born for. He turned his head to see Dain standing behind him, dressed in full armor with a hand on the hilt of his sword. Thorin had informed him they would not fight, that the men and elves could protect themselves. Dain had responded with a sharp nod and had gone and readied his soldiers as though they'd had an entirely different conversation. Since the soldiers belonged to Dain, and Thorin didn't have the Arkenstone thanks to the burglar, he had allowed it.

Dain stepped up next to him, surveying the battle below. The camps had been taken completely by surprise. The entire area was a mass of battle. Every so often Thorin would see a flash of blond hair from an elf, a man scrambling to defend himself against attacks from multiple sides.

He was aware he was breathing heavily and his hands were flexing unconsciously on the rail, the sharp edges of stone biting into the flesh of his palms.

"Keeping a remnant back was an excellent decision," Dain continued, as though they were simply continuing the same conversation Thorin was sure they'd never had. "If we go out now we can trap them between our forces. Instead of catching us with our backs turned they'll find themselves crushed between the men and elves and the axes of the dwarves." He studied Thorin, his eyes casual. "You'll come out the hero. I'd imagine they would naturally end their aggressions against Erebor immediately in gratitude. Not only that but you'll have established yourself as a capable leader and king, one able to lead his people into battle, answering to no one but himself." He turned, almost languidly to glance at the battle. As he did Thorin noticed Dain's hand gripped the hilt of his sword, so tight his hand shook. "Of course, we'll need to hurry. If we tarry any later we'll lose our advantage, Cousin."

Another scream echoed beneath them. Dain was right, Thorin thought. He would rout the orcs and prove once and for all he was the king no one believed he could be. He would put the elves and men in their place and establish he was the King under the Mountain, Arkenstone or not.

He straightened his legs and stood, hands still gripping the railing. Blood stained the stone under his fingertips where the skin had split though he barely felt the pain. There was no time for such thoughts, not now.

He gave a short nod to Dain who immediately spun and headed inside.

Thorin followed and found Dwalin mere feet within the chamber. Dain shot an odd, unreadable glance at Dwalin, barely nodding as he strode past to wait in the corridor outside.

Thorin was about to comment on it when he became distracted by the large stand Dwalin stood next to. On it hung armor he hadn't seen in over a hundred years.

Dwalin, who was already in armor of his own, grinned and patted it. "Found it in the Treasury. Figured you'd want it."

Thorin nodded and strode forward, allowing his friend to help him strap it on quickly. "How did you know I would even need it?"

Dwalin gave a non-committal shrug. "Figured you'd want to go show those tree shaggers who's boss is all." He was silent as he fitted the pieces together rapidly, fingers moving over the latches and straps. "Dain says Bilba and the boys are gone." His voice was casual but Thorin caught a thread of tension beneath it. Most likely it was for his nephews. More and more he was becoming convinced that it was their age that had led them astray. He should never have listened to his sister about taking them.

Thorin sneered. "Two days ago. I should have suspected she'd flee back to the Shire, coward that she is. I'll admit I didn't expect her hold over the boys to be so strong that she'd take them with her but it'll be easy enough to reclaim them after this mess is sorted out." And reclaim them he would. Where he'd left the Shire little more than a beggar he'd return triumphant, a hundred or more soldiers at his back. The traitor would have no choice but to turn his heirs over to him at once. She thought him weak, that she could betray him and face to retribution.

She would soon know the error of her way.

A clamoring was ringing in his heart, a voice so loud it was nearly audible shouting "wrong! Wrong! All wrong!" Thorin crushed it ruthlessly. He was not wrong and he would not allow his heart to overrule his head, not again.

Dwalin said nothing. He finished outfitting Thorin in silence and handed him Orcrist. Thorin gave a short nod. "Let's go."

Dain was waiting in the corridor and, together, the three made their way to the front entrance. When Dain had arrived they'd managed to clear a small opening in the rock to allow his army through. It had been covered once they'd all made it in but would only take a moment or two to clear again.

They rounded a corner to the Gallery of the Kings, and Thorin stumbled to a stop at the sight of an entire army of Dwarves in full armor instantly falling to one knee before him.

They bow to you, even without the Arkenstone. Do you see? Or are you still as blind as ever?

Thorin flinched as the female voice rang in his head.

It sounded like Bilba's.

The ones who matter never needed the Arkenstone.

They never needed you to prove yourself in battle.

They followed from loyalty.

They followed from love.

They did not follow the Heir to Erebor, or the exiled King under the Mountain.

They followed you.

What do you follow, Thorin Oakenshield?

"Cousin?"

Thorin blinked and realized he'd been standing still, staring at the crowd kneeling before him.

You didn't need the Arkenstone, Bilba's voice repeated in his head. You never did.

Tell me, O King.

What have you done?

At the front of the army his Company, what was left of it, stepped forward and also dropped to their knees. All wore armor and held their weapons at the ready. The absence of three was sharp, it almost screamed to Thorin as loudly as though the missing were actually there proclaiming it themselves.

But they did it to themselves, he stubbornly argued, weak though it suddenly sounded. They were the traitors, not him.

The Bilba in his head gave no answer

Thorin headed down the stairs and took up a position in front of them, facing the entrance. Several dwarves stood on either side of the rubble they'd moved in place to re-block the gates, ready to open it at his word.

Dain and Dwalin stepped up, flanking him on his right and his left.

Thorin took a deep breath and nodded at the dwarves. Rock grated and dim, filtered sunlight struck his eyes, more light and clarity than he'd seen in some time. The sounds of battle came through, the roar of orcs and the sickening crunch of metal on bone.

Thorin raised his sword.

Beside him Dwalin raised his and roared, "Baruk Khazad! Khazad ai-menu!"

The cry was taken up behind them, until the entire chamber resounded with it.

And, with that, the army of the Iron Hills, the remnants of the Company of Thorin Oakenshield, and the King under the Mountain charged into battle.

Bilba crouched under the bed and watched feet tromp past.

Honestly, would it kill the orcs to trim their nails once in a while?

The footsteps faded but she didn't dare move from her spot. Next to her Tilda let out the smallest of whimpers, only to have Sigrid quickly clamp her hand over the little girl's mouth. Bain lay on Bilba's other side, the only sign he was even alive the slight movement of his waist against her as he breathed.

Somehow the four of them had wound up inside Thranduil's bedchambers, stuffed like sardines under his bed. Bilba made a mental note to compliment him later on the size of said bed, if she survived…and he survived.

In the distance she could hear the faint sounds of battle and bit back a whimper of her own, borne more from worry over Fili, Kili and Aragorn than for herself. They were off somewhere fighting, trying to keep the rest of them safe. She hadn't seen them in hours and had no way of knowing what, if anything had happened.

Though the ease with which the orcs appeared to be moving through the palace of Mirkwood didn't bode particularly well.

All in all, Mirkwood had ended up being far from the sanctuary they had all hoped for.

Soon after fleeing into the forest they'd run into a patrol of elves on their way to fight the fire and the orcs that had entered along with it. Some of them had split off to escort Bilba and the Lake-town survivors to the palace. As they had journeyed rain had started in earnest, soon helping tamp down the fire as well as saturating the wood to the point that new fires would be nearly impossible to set. Still, several other patrols reported the fire was not put out nearly soon enough to prevent an immense amount of damage to the forest. From what they reported, the Mirkwood Thranduil would return to would be far different from the one he'd left.

It had taken them nearly two days to reach the palace, dogged nearly the entire way by intermittent attacks by orcs. It seemed, as the main army traveled along the boundaries of the forest, groups had broken off and entered the forest, wreaking havoc on anything and anyone they saw.

Bilba and the others had barely made it to the palace, thinking, foolishly perhaps, they would be safe once they made it. Instead, upon arrival, they'd found it nearly deserted. Those who remained reported an advance guard of orcs that had somehow snuck around the back edge of Mirkwood and come upon the camps at the base of Erebor in an ambush. Word was the dwarves had emerged from the mountain to help and, upon hearing of it, many of the elves that had remained in Mirkwood had set out as well to give aid. Bilba had felt her blood run cold at the news and had seen twin grim looks on both Fili and Kili.

From what Bilba could guess based on the times the elves reported, the surprise attack on Erebor had happened about the time she had been standing on the shores of the lake, watching Fili and Aragorn return with the last survivors of Lake-town. This meant whatever had happened was well in the past already. Even so, Bilba sent up a prayer to the Valar for the safety of the Company and Thorin. Regardless of what they had, or had not in some cases, done she had no desire to see them injured or worse.

Further compounding the bad news were the reports that no sign had been seen of Glorfindel since he'd gone to take on the Witch King of Angmar. As far as anyone knew he had failed and even now the army advanced on Erebor with the Nazgul at its head.

Bilba, the survivors and the elves had made it inside the palace with the orcs snapping at their heels. Once inside they'd found themselves besieged, the orcs quickly surrounding the walls and barring any escape. If Thranduil and the main bulk of the army hadn't been at Erebor, or if the ones who'd left after hearing of the ambush had stayed just a day or two longer things would have been vastly different.

There was no use in thinking of what might have been, however, there was only what was.

Bilba had continued to keep her mental count and, if she'd stayed true, the main body of the orc army arrived at Erebor at or just before the time when the orcs they were dealing with finally managed to breach the walls of the palace.

Everyone had scattered through the palace to hide. The elves had stayed behind, along with some of the Lake-town survivors, Aragorn, Fili and Kili, to protect their escape.

Not that there was anywhere to escape to.

Tilda sniffled beside her and she realized the girl was crying. Bilba reached out a hand and intertwined it with the much smaller one. Tilda's hand was ice cold and shaking badly in her own.

Bain shifted next to her. "I think they're gone. Should we move?"

Bilba hesitated. "I don't know," she whispered finally. "They didn't find us. We're probably safest here."

She couldn't see him but the boy's tone when he spoke next was so clear she could picture the frown on his face as clear as day. "I doubt the palace will be retaken until Thranduil returns. If we stay here we're bound to be caught eventually."

Bilba chewed her lower lip absently. Bain was young, she knew that much, though she wasn't entirely sure just how young. There weren't a lot of humans in the Shire after all and the few she'd seen in Bree on her short trip had all been older.

The thought of the trip to Bree, and her belief it had been an adventure, nearly made her burst out in hysterical laughter. If only she'd known now what she'd thought she knew then…

"What would you have us do?" she asked finally. It couldn't hurt to hear him out. She wasn't exactly the expert on being in a palace overrun by orcs any more than he was. Given where he'd grown up in comparison to where she'd grown up, however, she was willing to wager he was a bit more experienced in survival.

"They're probably all inside by now," Bain said, his voice a hiss, "and you can tell the fighting has moved farther away. If we leave now we could probably make it out and back into the forest."

"The forest isn't much safer." That was Sigrid from Bilba's other side. Tilda was still silent, her grip so tight on Bilba's hand it was a wonder her bones didn't snap from the pressure. She made no attempt to disengage it however. All she could picture was her own younger self seated on a rock with her dead parents on one side and malicious Trolls on the other.

What she wouldn't have given for someone to hold her hand then.

"There's Fili and Kili too," Bilba added now. "I won't leave them." She didn't want to leave Aragorn either but the man was a Ranger. She had no doubt he could do fine on his own.

"That's good," a voice drawled suddenly, "since we certainly weren't planning on leaving you."

Bilba jumped so hard she cracked her head on the underside of the bed. Scowling she scooted forward and managed to work her way out.

Standing up, Bilba brushed the dirt off her sleeves and turned to help the others out. "How did you even find us?"

"We saw the direction you went," Kili said, his voice oddly flat. "After that we just started looking until we heard you whispering."

"You're lucky it was us," Fili's voice came, tight with anger, "and not the orcs."

Bilba paused in the act of helping Tilda stand up.

Not anger, her mind supplied. His voice was not tight with anger.

She turned, and gasped, both hands flying to her mouth.

Kili's face was bone white; his eyes almost perfectly round with horror and disbelief. His entire body was jittering with nervous energy, as though he physically could not keep himself still, or like he desperately wanted to do something but didn't know what.

He had one arm tight around Fili's waist and one of Fili's arms draped across his shoulders.

Fili looked…fear twisted in her gut, thick and visceral and Bilba suddenly felt incredibly young. Far too young to deal with any of this.

Fili was hurt. He was hurt badly.

She could see the rent in his shirt, the blood staining the haphazard bandages underneath. It looked like Kili had ripped up a sheet into strips to try and staunch the wound.

It wasn't working.

So much blood, there was so, so much blood. Fili's skin was slick with sweat, his eyes glassy and, if possible, he was paler than Kili though it was clearly from blood loss and not shock. Almost his entire weight, she could now see, was hanging onto Kili, forcing the other to lean to the side to compensate and hold his brother up.

Kili looked like his entire world had turned upside down and Bilba wondered if this was the first time he'd really understood his brother was not immortal.

"It was my fault," Kili whispered, looking sick. "I ducked when I should have dodged and he jumped in front of me." His voice wavered, his eyes glinting with unshed tears. "The blow was meant for me, not him."

"We need to get out," Bilba said, flapping her hands uselessly. "We need to leave…find help." A thought occurred to her suddenly. "Where's Aragorn? He's a Ranger. He can help."

Kili shook his head. "We were separated during the fighting. He could be anywhere in the palace by now."

Bilba felt her own panic rising, breathing becoming difficult as she tried desperately to think of something to do.

Bain stepped past her suddenly. He took up position on Fili's other side and quickly dragged Fili's arm over his shoulder, shifting so he was holding him up as much as Kili was.

"Alright," he said, his eyes older than his size would suggest. "Let's get going then."

He and Kili turned to the door, nearly dragging Fili between them.

Bilba started to follow, only to pause as she heard a whimper behind her. Turning she saw Sigrid trying to pull Tilda along. The little girl, however, appeared rooted to the floor. Her eyes were wide, her hands clenched into fists and she shook so hard it was a wonder she kept her feet.

"I'm sorry," she said through teeth that somehow were clenched and chattering at the same time. "If we go out they'll see us. We won't get away." Tears began to fall out of her eyes, pouring down her face and dripping onto the front of her dress.

Bilba stepped forward and dropped down in front of her. She reached out to take the girl's hand, still ice cold in her own. Part of her wanted to scream that they had no time for this, that they had to get Fili out now, before it was too late.

The other part, however, ever saw her own younger self, trapped so long ago in that cave, too terrified to move for such a long time. She could remember trying to leave so many times, always terrified they would see her, always praying they wouldn't…

An idea formed.

Shifting, Bilba quickly found the magic ring she'd taken back from Kili in the Treasury. With everything that had gone on she hadn't given it that much thought but, now, it popped into her mind immediately.

She held it up, the light glinting off it. "This is a magic ring, Tilda, alright? If you put it on it'll make you invisible. No one will be able to see you."

The girl blinked. "Really?"

Bilba nodded. "Really, watch."

She slid the ring on. Immediately the world was cast in blurred grays and muted colors. Tilda gasped, her eyes going wide with surprise and Sigrid jumped next to her.

Bilba removed the ring and grabbed Tilda's hand. She went to put the ring in the little girl's palm…and frowned as an almost palpable force stopped her.

She didn't want to give up the ring, at all. It was hers after all. Why should she have to give it to anyone, for any length of time?

Bilba grimaced. She sounded like Thorin, she thought in disgust. She took a deep breath and deliberately put the ring in Tilda's hand, closing her fingers over it.

"I want this back, ok?" she said, looking in the little girl's eyes. "I'm just giving it to you to borrow. Once we're all safe you can return it."

Tilda nodded, her grip on the ring tight.

"Ok," Bilba said again, patting her hand. She thought of Glorfindel suddenly and frowned. "Don't use it unless you absolutely have to though, ok? Only in case of emergencies." If Glorfindel could see people wearing the ring she imagined others probably could as well. She didn't want Tilda thinking the ring was infallible only to have her run into someone like that and then have them not be so kind as Glorfindel had been.

They headed out. Bain and Kili supported Fili between them while Tilda, Sigrid and Bilba brought up the rear. Tilda walked with her hand out, clutching the ring in her palm like it was a talisman to ward off evil.

As suspected the orcs had gone deeper within the palace leaving the way out clear. As they passed one door, Bilba paused suddenly, remembering it from her long stay while the dwarves had been locked up and she'd been searching for Thorin.

"Kili," she hissed. "This is the Healer's Ward."

Kili's eyes widened with hope. They dragged Fili inside, shutting the door behind them.

As it turned out all of Bard's children had basic medical training, a fact for which Bilba planned to pledge eternal loyalty to him later. Even Tilda got involved; seeming to momentarily forget her fear in light of something she knew how to do and could have some amount of control over. She talked as she worked, explaining how frequent injuries were in a fishing town and how their father wanted them always able to take care of themselves, particularly when he was gone on his barge.

They were able to find enough supplies to stitch the wound on Fili's torso, a truly vicious affair that had cut so deep in places Bilba could see the white of his ribs gleaming through the skin. The sight made her gut roil with nausea but she managed to keep it down, barely. They cleaned it as best they could before stitching it and then wrapping his entire torso in all the bandages they could find. There were a number of herbs packed into the wound and bandages as well. Sigrid explained them to Bilba; naming those that helped ward off infection and those that helped the blood to thicken so it didn't flow as easily from the wound.

Fili was semi-conscious through it all. His eyes, while open, seemed fixed on nothing and he barely answered when spoken to.

Sigrid stepped back finally, her hands and dress streaked with blood. "We've done all we can," she whispered. "He's lost a lot of blood."

She didn't say anything else.

She didn't have to.

Bain and Kili hefted Fili back up again and they started once more heading toward the exit.

The fact they made it so far should have been the tipoff that all was not well. After all, since the moment she'd set foot out of the Shire, when had anything been that easy?

It was as they were crossing the throne room, staying off to the side, that the low laughter started, followed by a voice that had haunted Bilba's dreams since the first time she'd heard it.

"Where are you going, little pet?"

Bilba reacted before the threat had even fully registered. She grabbed Sigrid and Tilda and shoved them both, hard, away from her. "RUN!"

In front of her Kili had done the same to Bain, pushing him toward his sisters. "Go! We'll be right behind you!"

It was a lie and Bilba knew it. It was possible even Bain knew it but his first priority was his sisters, as it should be, and he vanished down a dark corridor after them with only the briefest look back, the slightest hesitation.

If they survived this, Bilba was giving Bard a medal for his parenting skills if she had to learn how to forge it herself.

A hand grabbed the collar of her dress and coat and wrenched her straight up into the air. Bilba gagged, clawing at the fabric as it cut into her throat. Kili shouted, laying Fili down and charging forward but a quick blow to the face sent him sprawling next to his nearly unconscious brother.

Bilba found herself being twisted around until she was mere inches from the sneering face of Azog. Behind him sat the throne, shrouded in darkness.

"You better hope that wasn't Thranduil's favorite chair," Bilba managed to gasp out; "he's going to have to burn it now that your ugly carcass touched it."

Azog grinned, or maybe he grimaced, it was hard to tell. His breath wafted into her face, so rancid it almost made her wish she couldn't breathe altogether as it would at least spare her from it.

"You are fortunate, pet," Azog hissed, "Had we met a few short days ago I would have killed you on sight."

"Why don't you?" Bilba snapped, even as fear snaked down her spine. Not for her so much as for her babies. The fabric was still tight around her throat but she could get in enough air if she held onto the collar and dragged herself up a tiny bit. For the first time she was grateful the clothing was much too large for her as it gave her room to maneuver.

"I would like nothing better," Azog said, "and perhaps I shall still have the chance." He leaned forward until his face was less than an inch from hers.

"But, for now, I cannot. There is somehow who wants to meet you." His eyes went to Fili and Kili. "All three of you, and he doesn't like to be kept waiting."

Thorin sagged on the edge of a rock, the point of his sword dug into the ground, his hand gripping the hilt and his head resting on his arm. He gasped and struggled to regain his breath, knowing he had very little time before he'd be forced to get up again.

The small alcove he sat in was at the very edges of Dale, where the rock began to rise and form the spires and cliff edge that overlooked the ruins. It was relatively sheltered, though undoubtedly not for long.

At the moment Dwalin and Dain stood guard before him, keeping the orcs off as he rested, as he and Dwalin had done for Dain and he and Dain had done for Dwalin.

It was a necessary rhythm they'd fallen into, fighting and cycling out to allow one to rest at a time.

The last true break any of them had gotten had been the short respite between the initial ambush and the arrival of the main army.

The memory of it seemed ages ago. As expected, the appearance of the dwarves at the orc's back had proven just the thing needed to bring victory. The orcs had been thoroughly routed and Thorin had, briefly, enjoyed the very accolades and praise he'd expected from everyone.

Well, almost everyone. The man, Bard, had stared at him as though Thorin had executed his dog and Thranduil looked like he'd been sucking on a lemon every time his eye turned in Thorin's direction.

Of course, that could just have been Thranduil's normal expression. He'd been mildly surprised the elven king had not immediately abandoned them to return to his kingdom. Instead he had stated simply that he trusted the ones he'd left behind.

The elf's words had rankled for reasons Thorin couldn't completely explain and he'd avoided him the rest of the time.

He'd never seen Gandalf. Apparently the wizard had fought until the last orc was driven away and then had vanished.

He should have suspected it, Thorin thought idly. He was clearly cut from the same cloth as the traitor.

The various groups of men, elves and dwarves had spent the rest of the time they had left to them treating the wounded and trying to devise some sort of strategy.

In the end he was fairly sure the plan had basically amounted to them all doing their best to not die, or at least to do it in such a way that took a number of orcs with them.

The attack by the main army had happened with little fanfare. The orcs had appeared in the distance and they had gone to engage them. There had been no sign of the so-called Witch King and Thorin hoped desperately it had simply been an exaggeration.

Not that there was any need to exaggerate anything.

The orcs were never-ending. He fought with Dain and Dwalin, the three of them forming a solid team. There was no time to think about any of the others, much less look for them. It was all he could do to keep himself alive. Every time he cut down an orc two more seemed to rise to take their place.

Thunder boomed overhead and he scowled up at the sky. As if the orcs weren't bad enough one of the Valar seemed determined to drown them all before the orcs could kill them. Trying to fight while sloughing through mud had drained him even faster, not to mention the constant threat of slipping in water at precisely the wrong moment.

"Time's up!" Dwalin shouted, as he swung Grasper and Keeper in an overhead move to decapitate an orc that had seen them.

Dain dropped back a step and held a hand out. Thorin sighed, grasped it and allowed the other to heave him to his feet.

His entire body protested. He was soaking wet, covered in mud, orc blood and his own blood. He felt like one giant, walking bruise and his legs shook slightly under him as they resisted having to support his own weight.

Dain and Dwalin looked no better.

Dain scowled. "They just keep coming."

Thorin grimaced and hefted Orcrist once more.

"Then I suppose we'll just keep swinging."

The sounds of battle were growing louder.

Bilba might be more nervous about that if it weren't for the fact she was on the back of a giant white warg with Azog's arm clamped around her waist and his chest pressed against her back. Every time she moved his arm tightened around her, causing a burst of panic at the thought he might injure the babies. To try and prevent it she held herself as still as possible even as her muscles began to scream in protest from being locked in place for so long.

If she'd thought his breath was bad it was only because it had temporarily blocked her from smelling the rest of him. The heavy rain, breaking through the trees didn't help matters, raising the stench from disgusting to something truly memorable.

Bilba couldn't seem to stop shivering, water having long ago soaked through her clothing and turning her skin to ice. It made her think of Tilda and she mentally prayed the little girl and her siblings had found safety. She prayed they'd found Aragorn or one of the elves and not the orcs crawling through the palace like unwanted vermin.

Two other wargs ran on either side of them. Kili was held by one of Azog's lieutenants on one, his hands bound before him. He leaned forward as much as he could, trying to see past Bilba to the warg on her other side.

That was the one that carried Fili.

The orc on that one hadn't bothered to bind Fili's hands. Fili appeared to be unconscious; at least Bilba desperately hoped that's all it was. His entire body was limp against the orc that held him, his head lolling back on its shoulder.

If he were awake he'd probably be traumatized for life by the experience.

Rain beat on his clothes and ran down his face and Bilba felt despair welling inside her at the sight. He was already hurt so badly. Being soaked and freezing couldn't help. It wasn't helping her and she was healthy.

They burst from the treeline and Bilba realized they had left the forest far, far beyond where the Company had initially left and traveled to Lake-town.

They had come out of the forest at the spires that jutted over the ruins of Dale. Bilba remembered standing on that very rock with Thorin, Fili, Kili and the rest staring over the lost city. She'd been awed at the time at the amount of devastation.

It was nothing to what she felt now.

The landscape was nearly black with swarming orcs locked in battle with elves, men and dwarves. They swarmed like locusts over the ruins and the surrounding landscape, even up the paths leading to the spires though the actual spires were clear for the moment.

Bilba heard the clash of metal and the screams of the wounded and dying, the sound rising over the drumming of the rain and the thunder that occasionally cracked overhead. A burst of lightning lit the sky, illuminating the battlefield in unnaturally sharp color before casting it once more in shadow.

Azog slowed the warg to a walk as they moved nearer. He dismounted and dragged her off, throwing her to the edge of the rock. Fili and Kili joined her a moment later.

Kili scrambled over her legs, carefully, dropped next to his brother and gathered him onto his lap. He shot a panicked look at Bilba and gave a short nod.

Bilba relaxed only a fraction. Fili was still alive, for the moment at least.

Azog, the other orcs and their wargs created a half circle that blocked the three of them in, not that they could have run with Fili anyway.

Bilba turned to look over the edge, drawing her legs under her and gripping the rock with her hands as she peered over.

An incredibly long way down the battle raged up to the very wall of rock. It seemed like an ocean, waves rushing into crash against the unforgiving stone before breaking and falling back, only to repeat over and over.

With each sequence casualties resulted, broken bodies left in the wake of the outgoing tide. They lay in scattered piles like children's toys left out after a day of play.

From her distance, with the rain, mud and darkness, it was impossible to tell how many were orc, dwarf, human or elf. A sharp metallic smell reached her nostrils and Bilba nearly gagged as she realized it was from the blood. She could see it, not on the ground for it mixed with the rain and mud, but on the stone, large splashes here and there, silent mementos of pain.

A…presence seemed to rise up behind her.

Bilba felt her entire body tense. An instinctive urge to run rose within her, suffocating her breath. She had the sudden desire to fling herself from the spire, anything to escape what was coming.

Kili, who was facing behind her, had gone perfectly still. His eyes were wide with horror and he clung to his brother's body as if protecting him, or as if desperately wishing Fili could protect him.

Bilba turned around.

The wargs had moved, creating a path between them.

Through that path rode the rider she'd first seen at Lake-town.

Up close he was even larger than she'd originally thought. His horse was massive, coal black with small red eyes and iron hooves. It was tacked out in black leather and silver that somehow managed to both creak as one would expect and to sound ominous and threatening at the same time.

The figure upon its back was cloaked in a thick, heavy robe that, despite the rain, didn't appear to be getting wet. On his head he wore a helm that, while possessing holes that should have exposed his eyes and most of his face, revealed nothing but darkness. His hands were covered with steel gauntlets, ridge and serrated as though he wore dragon scales instead of armor.

He swung a leg over and dismounted, hitting the mud with a thud that seemed to reverberate as though he weighed far more than he should. The brief glimpse she got of his feet showed they were similarly armored.

Bilba rose to her feet, wrapping her arms around her stomach.

He was looking at her.

Kili must have realized it too for he gently disentangled himself from his brother and rose shakily to his feet, taking a stance in front of her. It was foolhardy, he had no armor and his weapons had been taken when they'd been captured.

The figure…man…whatever he was, strode forward.

Kili lunged forward, only to have the figure sweep him aside with one arm as though he were an insect. Kili flew through the air like a ragdoll, hitting one of the wargs and impacting the ground hard.

Bilba screamed. She took a step forward, trying to get to him, but never made it any further.

A gloved hand, somehow colder than ice, closed around her throat and wrenched her right off her feet. Bilba felt a flash of déjà vu, it was the second time that day she'd been picked up by the throat but, unlike the first time, there was no guarantee of being spared. She grabbed desperately at the figure's arm, tangling her fingers in its robes and the chinks of armor as she tried to scrabble for air.

Holding the weight of her entire body in one hand as though it meant nothing, the figure calmly swing her to one side and stepped forward several more feet.

A moment later Bilba found herself dangling over the spires, nothing below her feet but the battle, still raging on far below.

The terrified scream didn't register with Thorin at first.

He and Dwalin were fighting back to back on the lowest slopes leading up to the spires. Dain had peeled off at some point, going to aid one of his soldiers and quickly getting lost in the crush.

Thorin instinctively adjusted his tactics accordingly and fought on. His world narrowed to a single point, only the battle existed, only the fight for survival.

Duck the oncoming sword of an orc, thrust upward, turn before the creature's guts had finished spilling on the ground.

Dwalin's voice barked an order. Thorin obeyed instantly, spinning right, just in time for Grasper to spin past him and cave in the skull of an oncoming enemy.

An orc fell in front of him. Thorin planted a boot in its back and pushed off, leaping over it. He swung Orcrist over his head and brought it down full force on the skull of another orc. There was the barest resistance before it gave, the blade slicing cleanly through. Bits of bone and marrow splattered on Thorin's face but he gave it little heed.

He was already on to the next.

And the next.

And the next.

And on it went.

Until the scream.

It vibrated through his body, reverberated up his arms and resounded inside his head. It was a sound full of fear, pain, and deep grief.

It was a scream of impending, or already realized, loss.

It was a scream he recognized.

His head snapped to one side, eyes traveling up to the top of the spire. He'd been so focused on the battle he'd never paid much attention to it before. It had been empty, the battle ending some distance before the peak.

It was empty no longer.

For a second he didn't understand what he was seeing. Dwalin kicked an orc away from him and snarled something but Thorin didn't hear him. He backed away, moving to the top of a small outcropping of rock to give himself a better vantage point. His sword hung like a lead weight in his hand, the point dragging against the stone and leaving streaks of blood behind.

There were wargs on top of the spires. One of them was a giant white one and Thorin found himself instantly looking for its rider.

He found him a few feet away, Azog. The mere sight of the orc made his blood boil more than it already had been doing, the anger rising in him as it had done the last time he'd met the one who'd murdered his grandfather.

The orc's eyes were trained on something on the ground and Thorin strained his eyes to see what had caught the creature's attention.

The wargs shifted briefly and, for an instant, he caught sight of dark hair spilled on the ground, a pale face, eyes closed and features slack.

Kili.

Thorin staggered. What was Kili doing there? Dain said he was gone. He, Fili and…his eyes tracked to the right…and his entire world came to a halt.

The figure on the edge could only be the Witch King rumored to be leading the forces. Though Thorin had never seen a Nazgul, or even a drawing of one, every inhabitant of Middle Earth knew their description. They haunted the nightmares of every child for a time, as they had done Thorin when he had been young.

Now, however, the creature barely warranted a glance. That was because a flash of lightning illuminated the area, allowing Thorin to see that, at his feet, lay the crumpled form of his oldest nephew, blood soaked and far too still.

And it was because, dangling from Witch King's hands, hanging over a drop that led straight to one of the densest parts of the battlefield, was Bilba.

Bilba.

Bilba, who wasn't supposed to be there. Who was supposed to be safe, on her way to the Shire along with his nephews.

Who he could never possibly reach in time.

The fog inside his head dissipated, leaving a bitter, sharp clarity behind. Thorin saw himself, truly saw himself for the first time...and what he saw sickened him.

He had cast aside his nephews, his One, and for what? For lifeless, cold gold that even then lay rotting under the carcass of a dragon who, likewise, had chosen gold over everything else…and had died alone and un-mourned as a consequence.

His nephews had tried to reason with him.

Bilba had gone even further and had tried to save him.

And still he had chosen the gold over them all.

Mahal, what had he done?

Pain blistered at the back of his skull suddenly, radiating outward through the rest of his head. Thorin put a hand back absently and pulled it away streaked with red.

The din of battle faded away until all he could hear was the sound of his own breathing. His sword slipped from suddenly numb fingers and he found himself on his knees.

More lightning flashed and he saw the same scene again. Between him and her there stretched an ocean of shadow, orcs swarming over it like maggots on a corpse.

He wanted to rage, to scream at the sky for his own impotence...his own incompetence.

If he could only fix it.

He understood anything that happened was a result of his own choices, his own consequences to bear.

But not this.

Not his nephews.

Not his One.

Anything but this.

He staggered to his feet, stumbled forward and promptly fell off the outcropping he'd been on. He hit the ground on his hands and knees, pain barking through where his body had contacted. Thick, gloppy mud squelched between his fingers, water soaked through the clothing he wore under his armor. Water squeezed from the mud and ran over his fingers, tinged red from the blood of countless fallen.

He sat back on his heels and raised his head just in time to see the Nazgul's hand open.

At the same time a sword appeared in the edge of Thorin's vision, the blade flashing.

Bilba dropped.

The sword traced an arc through the air.

Thorin could do nothing to stop either.

His part in what would later come to be called the Battle of the Five Armies, for better or for worse, was done.