Fili woke to the screams and shouts outside his room. He sat up in bed and looked across the room to Kili who was sitting up in bed and trying to look out the window.

Moments later, their bedroom door burst open and Thorin hurried in. Fili squinted at him in the dark, noticing that he was wearing his armor.

"Get up, both of you," Thorin said, urgently, rushing in and pulling his nephews out of their beds, "Hurry. Kili! get away from the window!"

Kili started to do as he was told, rubbing his eyes as he slowly slipped off the bed. Not quick enough for Thorin's liking, he darted forth and grabbed Kili by the arm and yanked him away from the window, harshly.

"Uncle!" Kili protested, but his cry was cut short when something large crashed through the window, landing on the bed he was laying in only seconds ago.

Fili glanced over and saw an arrow sticking into Kili's bed and gulped. That was nearly his little brother.

"What's happening!" Fili exclaimed as he hurried over to Thorin.

"Orcs," Thorin said grimly. Fili's heart pounded. He'd never seen an orc before though he knew from his uncle's stories that they were very dangerous. All his training with Dwalin had been to defend himself from orcs and wargs.

"Enough talk," Thorin said, pulling his nephews along to the hall closet, "Here," he handed them their armor and their weapons. Fili slipped into his suit of maille and leather and started shoving knives and axes into various compartments all over his clothes, before grabbing his double scabbard.

Dis came over to them then, "Where on this earth could they have come from?" she exclaimed, fear in her voice.

"They probably came down from the Misty Mountains," Thorin said as he handed Kili his bow and his sword. Fili was surprised to see even his mother in armor and carrying a blade.

"I don't intend to sit here and wait to be flayed like some human maiden," Dis said when she saw her sons watching her, "I may not be as skillfully trained as Dwalin, but I can handle a sword."

Fili didn't answer any further. He didn't have to. The orcs suddenly burst through the doors like a wave and ran right for them. Kili was quick to equip his bow and let loose an arrow into the first orc's face. A second orc swiped at Thorin, who blocked and parried with his own sword.

Fili tried to defend Kili and was soon inundated with three orcs of his own. This was what all his practice had been for, now was the time to show what he'd learned. He held his own, as did his brother, the two of them were an unstoppable machine of steel as they chopped down one orc after the other.

Fili saw Thorin and Dis fighting nearby, each handling their own. Piles of dead orcs fell around them.

And then one of the orcs knocked over a torch from the ceiling. Within seconds, the room erupted into flames. And they kept coming. Fili was beginning to feel tired as he sliced through another orc. Beads of sweat poured down his face as he fought for his life.

Fili came in for another volley, lifting his swords high to come down on his attackers, and as he brought his left sword down onto an orc's skull, he felt a sudden slice of fire across his right side. Looking down, his eyes widened as he saw an orc blade embedded in his skin.

Fueled on by adrenaline, Fili ignored the pain and pulled the blade out of his own body, throwing it back at the orc, watching with satisfaction as it got lodged into its throat.

"Fili!" Kili called, trying to fight his way to him. Kili coughed as smoke bellowed down on him. The entire house was engulfed in flames, and it was hard to make his brother out. Fili coughed, too, and his eyes stung. He reached for his brother and pulled him over to him.

"Where's Mum! Uncle!" Kili coughed as they both fought through the orcs and flames. Fili squinted through the smoke as he slashed another orc. He thought he could make Thorin out across the room. But then, as he turned, Fili gasped as he saw an arrow fly across the room and embed into Dis's stomach.

"No!" Kili tried, and Thorin roared in anger as he beheaded the orc archer in one fell swoop before catching his sister before she hit the ground.

"Fili!" Thorin called as he held Dis in his arms, swiping at any orcs who came near, "Kili!" Fili and Kili fought their way to his side.

"Take your mother and head for the forest," he instructed, and immediately, Fili was shaking his head, tears streaming down his face.

Dis looked up at them and reached for them, and Kili helped her to her feet. She leaned heavily against him; the arrow still deeply embedded inside her body. Blood stained her dress, and she was very pale.

"What about you?" Fili asked, turning back to Thorin.

"I have to help defend the village," Thorin told him, "Seek protection in the forest… I'll find you there when I can."

Fili opened his mouth to protest. But he couldn't get any words out, just coughing, as smoke filled his lungs. He felt Thorin's strong arms grab him and steer him towards the opened door. Kili limped behind him as he helped Dis along.

Finally, the four of them were outside. And everything was chaos. Dwarves and orcs fought on rooftops, in the streets, and everywhere fire blazed around them. Screams of pain and horror filled the air as well as the sounds of battle and destruction.

"Go," Thorin said firmly, shoving Fili towards the tree line of the forest.

"Uncle…" Kili cried. But an agonized moan from Dis straightened him up. Reluctantly, he followed his brother into the forest. The last Fili saw of Thorin, he was rushing towards the terrible scene, sword raised high above him.

"Come on Kili," Fili said, falling back to help Kili carry Dis. The two of them walked deep into the forest, and the sounds of battle began to fade away.

The sun began to rise and heat the world below, and it promised to be another heat-filled day as the temperatures rose even at this early light.

"Fee…" Dis breathed, so faintly Fili almost didn't hear her.

"Put her down, Kili, we can rest here," Fili said as they helped lay Dis down under a tree.

Fili blanched as he saw the arrow, at least four inches in, "Watch for orcs," he instructed Kili as he tore off a piece of cloth from his tunic to try to staunch the bleeding. He had forgotten entirely about his own wound and frowned when he noticed his tunic was stained red already.

"No…" Dis breathed, weakly pushing Fili's hand away, "It's not far enough away… you have to get farther away from the village. They'll find you here."

"We have to treat your wound first, Mother," Fili explained, putting the cloth around her wound.

"No… no time…" Dis said, she coughed, and blood stained her teeth. Just then, just as Dis had said, something crashed through the brush towards them. Kili held his sword ready, and Fili looked up in alarm as he continued to try to stop the wound from bleeding, despite his mother's pleas to keep going.

"Kili, it's us!" came a familiar voice. Out of the brush came Gimli and Ori. Fili frowned when he saw their condition. His cousins were both covered in bruises, and Ori's arm dangled uselessly to the side.

"What happened?" Kili asked, standing down from his attack stance, "Did you see anyone else? My uncle?"

"He was fighting the orcs," Gimli said, "With everyone else. We were being chased, but the orcs can't be far behind!"

Fili gulped when he heard that. The orcs were right behind them. Glancing down to his mother, who had grown pale and listless, he tried hard not to panic.

"Come on, help me with my mother," He instructed, and Kili hurried over to Dis's other side to help try to lift her to her feet.

Dis cried out in pain and pushed them both away, "No!" she exclaimed.

"Mother, we have to go!" Fili told her, his voice high with fear.

"Leave me here," She told him, "I'm not going to make it, Lad…"

"Yes, you are!" Kili insisted, trying to pull her up.

"Please, you must leave," Dis said, her eyes full of tears as she pleaded with them, "Do what I tell you."

"She isn't making any sense…" Kili mused aloud, "She's delirious, Fili…"

"No…" Fili realized the truth as Dis went limp in their arms.

"Go on…" she whispered, "go to the forest and wait for your uncle…" and then with her last breath, she whispered, "I love you both…"

Kili began to weep softly as Dis died, and Fili could only sit there and stare. Ori and Gimli looked on sadly.

But their grief was cut short by a loud screech. Fili looked up as one orc nearly caught Kili by surprise with a blade. Fili quickly pulled out his knife and lunged it at the orc, hitting it square in the face.

And now he was filled with anger as a small group of orcs descended upon them. He left his mother's body and jumped at the orcs, swords swinging. He beheaded two right away, and he felt Kili, Ori, and Gimli all fighting beside him. Within seconds, the forest floor was littered with dispatched orc bodies.

As his anger subsided, Fili gasped. He had to handle this, he realized. More orcs would come.

"Come on, Kili," he said, "We have to go."

"But Uncle…" Kili said, his face red and wet with emotion.

But Kili obeyed, and the four of them hurried off into the forest. They walked and walked, deeper and deeper into the forest. They had no idea which direction they were heading, only that they were going further and further from their home, everything they had ever known. Fili hoped with everything he had in him that Thorin would eventually find them, but he couldn't think about that right now.

Fili winced as the wound in his side finally began to make itself known. He'd have to take a look at it, but not until he was sure they'd be safe. Suddenly, the world seemed a whole lot darker and bleaker to Fili. Just yesterday, they had enjoyed their youth and their innocence as they had always done. Fili had always known he was the oldest and Thorin's heir. He had always known there might be responsibilities to go along with that title. But those responsibilities seemed so far away. Thorin would always be there to protect him, after all… until today. Now it was up to him to protect the others.

The four young dwarves walked along… their world changed forever…