Mat and Legolas. Not mine. Varekai, Solstrom, Amadhor. Mine. I think.

CHAPTER 2

Mat sat in the not-quite-spacious, yet comfortable room that he had been given, staring out the window at the setting sun. He still smiled at the memory of watching Legolas give Varekai some archery lessons. The woman had seemed as hard as stone, but the moment she'd had a bow put in her hand, all the cool seriousness had faded. She'd seemed as helpless as a newborn wolf pup with the bow in her hand, instead of those two knives. Legolas had proved to be, without doubt, the best archer Mat had ever seen. And Varekai probably one of the worst. He shook his head in amusement at the memory.

Faint noises reached him from outside, and he frowned, turning to face the door. Almost the instant he rose to see what was going on the door burst open, and Varekai and Legolas stood there. The Elf held his bow in one hand, and Mat's spear in the other. Varekai gripped her two knives, one in each hand.

"Can you fight?" she half-shouted. She had to, to be heard over the shouts from outside. Beyond her, he could see Elves rushing about quickly, most holding weapons. With a quick glance to his spear, he nodded. Legolas tossed the spear to him, and he snatched it easily out of the air.

"What's going on?" he questioned, looking back and forth between them.

"Orc attack," Legolas said calmly.

Varekai frowned, and shook her head. "No, there's something else too. No Orcs could have gotten past the outer defenses." At a questioning look from Legolas, she shook her head again. "I don't know how I know, I just do!" She looked back to Mat, already starting to back away from the doorway. "Come on!"

Mat nodded and followed Varekai and Legolas, he himself having no idea where they were going. Elves darted around them, none that Mat could see unarmed. Already he could hear shouts coming from the direction they were going in. The battle must have begun already.

They entered the trees, and he watched Varekai, following her. Legolas, wearing one of those cloaks, seemed to disappear into his surroundings. He didn't know how long they walked before they came to the battle, but it was not long.

The trees began to thin, and suddenly he could see everything. His eyes widened in shock at what he saw.

Thousands, tens of thousands, of beings that to him resembled Trollocs were pouring into the woods. Every few seconds a hail of arrows fell from the sky into the mass of what he could only assume were Orcs; no doubt fired by the Elves. Already dead Elves and Orcs alike littered the area. The clang of steel on steel rang throughout the area.

Varekai rushed ahead of him, towards the front lines. Legolas was already gone. Hefting his spear, Mat plunged into battle.

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The guttural shrieks of Orcs and the battle cries of Elves came from every direction around Varekai. The clang of steel echoed loudly through the trees. She charged forward, knives whirling in her hands. The thought that Mat had better be a good fighter crossed her mind briefly before she reached her first Orc, and she quickly dismissed the thought.

"Herio!" she shouted, parrying a blade with one knife and delivering a killing blow with the other. From the corner of her eye she could see another cascade of arrows rain down upon the Orcs who were still too far for close combat.

Almost from instinct she ducked low as an Orc scimitar whistled over her head. She stabbed both of her knives backwards and heard a low groan from the Orc as the blades penetrated his armor and broke his knees.

Without even stopping to glance at the fallen Orc, Varekai stood with a quick twirl to face behind her. As she rose and spun, she raised her knives above her head, and the moment she saw another Orc behind her, she leapt and brought both blades down on his head with a crack. Placing a foot on his chest, she pushed him back and jerked her knives out from their place embedded in his skull.

Her eyes widened as she suddenly noticed that her knife blades were glowing softly, with a steady, yet dim, white light. Hearing a growl behind her, she whirled, knives raised, a second too late. The scimitar the Orc held swung towards her…and was knocked aside by a black and silver blur.

Varekai leapt back, and Mat came into her field of vision, his spear whirling like a helicopter blade. The sword-bladed tip glinted in the fading dusk light as it sunk into the Orc's flesh, and was pulled away just as quickly.

She gave him a nod of thanks, and he nodded back, grinning. Then he was moving away, handling the spear as if he'd had it in his hands since the day he was born. Varekai did not see him, occupied by another foe.

She did not know how long she fought before Legolas appeared, seemingly from nowhere, bow in hand. His quiver held only one arrow.

"We have to leave, Varekai," he hissed, motioning for her to come. She frowned in confusion, shaking her head. Legolas spoke again. "There are too many. They will overwhelm the defenses. I'll explain the rest later, now come!"

She took a step towards Legolas, and suddenly Mat was beside her, holding his spear calmly. "If you're leaving, so am I," he said, glancing at Legolas, who made an impatient gesture.

"I don't care," the Elf said. "Just come!" He turned and sped away into the trees. Varekai hesitated only a moment before running after him, Mat following close behind her. She could see that the Elf had purposely left his hood down, leaving his blonde hair clearly visible to her, like a beacon to follow.

It did not seem to her like they had run very far before they came to open fields. Tall grass swayed around them as they ran, the shortest of it up to her waist.

A deafening roar erupted from behind them, and Varekai stopped, turning slowly. Her eyes widened in awed horror. Legolas and Mat had stopped as well. Mat stared in the same direction as Varekai with wide eyes, but Legolas had turned away, obviously not wanting to watch.

A great column of light descended from the sky onto the forest, its hue so dark a red that it could almost be black. It blotted out the light from the Sun, casting shadows on the field where the three stood. Bright lightning flashes of red streaked around it in a swirling vortex, giving it the look of some monstrous cyclone.

It touched down to the tips of the trees, and suddenly the lightning flashes that had been moving in a steady circle around it streaked down into the trees. Then came the moment that none of the three would ever forget.

Flames erupted from everywhere the darkness touched, leaping from tree to tree until nearly the entire forest was ablaze with the unnaturally black flames. Thick smoke began to waft out of the trees. Even from the distance, Varekai could hear the screams. The dying cries of Elves mingled with the anguished shrieks of the Orcs in a bleak and ominous harmony.

A tear drifted down her face, and she turned away, but no matter what she did she could still hear those screams. The sound of them rose above the noise of the crackling flames, over the dull roar the column seemed to produce.

She was aware of Mat coming up beside her, his head down. Legolas stood in front of her, his back to the two of them, and to the awful sight of his home burning. Varekai looked down at the grass, and saw her hands shaking. Her knives lay on the ground in front of her, though she did not remember dropping them.

Finally the noise subsided, and the eerie silence that followed seemed worse than the screams. She was not sure how long it was before Legolas turned to face them. He had drawn his hood up to hide his face.

"Come," he said in a slightly wavering voice. "We must get as far away as we can."

Author Note: Please, please PLEASE review! It really helps me to know what I'm doing right/wrong. Especially since this is my first fanfic ever. And I promise much will be explained in the next chapter. I hope.