Benna frowned looking over her book to the flaps of the tent, she could hear Gandalf's angry rantings carrying on from somewhere outside. She poked her head out of the flap. The Wizard was stomping through the camp his arms waving animatedly as he spoke, a more subdued Bilbo following behind him. "Bilbo!" Benna called rushing over to the pair "What are you doing here?"

Bilbo looked down at his feet "Thorin….. When Bard went to negotiate with the Arkenstone…. I told him that I was the one who took it…. He tried to throw me from the wall.". Benna gasped. The hobbit shook his head "I should have known better, especially after what happened to you…. I should have just left."

She placed a hand on his shoulder "You and I are loyal to a fault it would seem."

...

Benna and Bilbo turned as a knock sounded on the canvas of Benna's tent. "Enter." She called.

An elf stepped gracefully inside "Gandalf the Grey has called an urgent meeting."

Benna frowned slightly but nodded following after him.

"Do you think it is about Thorin?" Bilbo asked warily

She shook her head "Could be. But whatever it is I'm sure its nothing good."

As they entered the main tent Benna could see Bard and Thranduil standing around a large table, both looking at the wizard.

"You said this was important?" Thranduil sighed.

"It is... I have received news from the ravens." Gandalf huffed

"And what do they say?" The elf asked impatiently.

"A legion of orcs and goblins are headed for Erebor... the pits of Dol Guldur have been emptied."

No one spoke for a moment, a heavy silence settling around them.

"How long do we have?" Benna grimaced.

Gandalf looked at them gravely "They will be here by mid morning- no later. They will march upon the mountain."

"The mountain is not my concern," Thranduil said dryly "I have allied myself with the people of lake town. We will defend what we need to... and no more."

"But the dwarves will be outnumbered!" Benna narrowed her eyes at the elf slightly.

Thranduil waved a hand in the air dismissively "I'm sure Thorin has sent word to Dain by now."

She ground her teeth at his flippant attitude "And If they do not come? If Azog takes Erebor? Where will your allies settle then, next to an orc infested mountain?"

Gandalf nodded "This fight is not just for the mountain but for the safety of middle earth itself. If Azog takes the mountain then the enemy will have a foothold in this world."

Bard sighed "If Erebor is taken by orcs, it will make Dale uninhabitable..."

"We are in agreement then?" Benna folded her arms over her chest.

"We shall see." Thranduil muttered.

...

"The two of you do not have to do this," Gandalf frowned as they wove their way through the throng of men and elves "If we hurry there is still time to get the both of you to safety."

Benna shook her head "We will be safe enough with the elves. I will not sit back and do nothing while I can be of use."

Bilbo nodded. The wizard looked at them with a trace of a smile "I have been on this world for many years and yet I still find things to surprise me. Courage will be your best defense now against what lies ahead of us, and with no small amount of luck we will see each other again soon."

Benna watched him leave before she nodded to Bilbo, making their way to the line of elven archers. She settled herself in place. The elf beside her cast a curious glance at them but said nothing as Benna nervously checked the straps on her quiver. The tense silence was broken as a horn blast sound sounded in the distance.

She blanched "The orcs are here."

The dark haired elf beside her shook his head "That is no orc horn."

"Dain made it!" Bilbo said excitedly as a large host of dwarves marched into the valley.

Benna let out a sigh of relief, watching the dwarven army make its way towards the mountain. The relief was short lived as a few minutes later another horn sounded. She looked down at Bilbo "This is it, the deep breath before the plunge.". The hobbit fidgeted beside her as the orcs crested the ridge. An elvish call rang out, the archers around them raising their bows in response, Benna doing the same. She cast one last look at Bilbo giving him a wry smile "Cheer up Bilbo, deaths not always so bad."

...

Benna's attention was pulled from her aim as she heard a shout. She lowered her bow turning towards the call. Her breath hitched as she saw a swarm of orcs approaching them. "Bilbo turn invisible!" Benna shouted looking down at the hobbit. He hesitated for a moment. Benna opened her mouth to yell at him again, but her attention was drawn as she heard a vicious snarl. She turned to see an orc charging at them, sword raised. She ducked, thrusting her sword into its side, looking in disgust at the thick black blood coating the blade. She looked back to Bilbo, but the space where the hobbit had been was empty.

She looked up as an elf placed a hand on her arm, pulling her with him "Come we must fall back."

Benna wasn't sure how long she had been fighting. Her shirt was plastered to her back with sweat under her mail. She fought to catch her breath, trying to match the long strides of the elf beside her not wanting to get left behind in the fray. She knew she was bleeding though she wasn't quite sure where, it was hard to pinpoint any source of pain through the constant ache of exhaustion radiating through her body. Her arms burned as she brought her sword down again this time cutting into an orcs thigh. She raised her sword again to finish it only for an ax to imbed itself in the orc's skull. She looked up to see a large red haired dwarf looking strangely at her. Benna nodded to him curtly, pushing her sword through an orc approaching from the side. Her eyes widened as she turned to see a large warg approaching them fast.

"Giloleas!" She yelled catching the attention of the dark haired elf.

He nodded, losing an arrow, striking the warg in the head. She gave the bewildered dwarf a quick thumbs up before taking off alongside Giloleas.

...

Benna's body throbbed as she lay on the ground, trying to wipe some of the blood off her arms onto the grass.

Next to her Giloleas chuckled as he wiped his sword clean "What a merry chase that was."

She lifted her head off the ground to look at him "Are you kidding me?"

He shrugged "I have lived for thousands of years and seen many battles."

"Yah well this is a first for me. And hopefully a last." Benna snorted.

"You fought well for one so inexperienced. Come let us get cleaned off, we can find a healer to look at that wound on your leg."

She sat up, looking down at her leg "Is that where I'm bleeding from?"

"That and a few others I should think, though it is really hard to tell." He gestured to her blood splattered clothes.

Benna wiped a hand down her mail shirt, smearing black and red blood down the metal. "I don't think most if it's mine? At least I hope." She said, getting to her feet trailing after the elf.

She grimaced as they walked into the camp, in the distance she should hear screams coming from some of the tents. Around them dwarves, elves and men milled about. Some working, others waiting to be treated and some resting on whatever surface they could find. Her leg began to throb painfully as she walked, feeling her energy beginning to crash as her arms slumped forward, the tip of her sword dragging along the ground.

"Benna?"

Benna snapped upright turning to the voice. Nori stood a few yards away outside one of the tents.

"Nori!" She looked him over as she got closer.

He looked tired but otherwise no worse for wear except for a bandage around his left hand.

"Are you alright?" She asked eying his bandaged hand.

"Aye just missing a finger." Benna's eyebrows raised up at his casual response. "What about you?" He asked, casting an eye over her blood splattered armor.

"Nothing terrible that I've found yet. Might need some stitches in this leg." She winced as she shifted her weight

He pulled her arm over his shoulder helping support her. "Well let's go get you patched up."

Benna waved to Giloleas "Thanks again for the help."

The elf bowed. "Until our next meeting." He said, before strolling off in the direction of the lakemen's camp.

"You just make friends every where ya go, don't you?" Nori snorted as they made for one of the tents.

...

Benna limped along side Nori, fumbling with her crutch as they walked to the dwarven camp. As they neared the center, she could see a group of dwarves milling about out side one of the tents, two in particular catching her attention.

"Dwalin, Balin!" She called limping hastily towards them.

"Oh bless you lass you're alive." Balin sighed embracing her. "You look a right mess." He frowned, wiping at some of the blood on her face.

Dwalin pressed his forehead to hers before pulling her into a bone crushing embrace "Don't you ever go running off head long into danger without me like that again, you hear me?"

Benna grinned "I'm too stubborn to die remember?". She looked around anxiously "What about the others?"

"The company is all accounted for. You were the last one."

"Where are they?" She cast a glance around the tents. Balin and Dwalin exchanged a quick look.

"Most of them are out helping out in the camps..." Balin started.

"Most?" Benna tilted her head slightly "Is someone hurt?". Balin looked uncomfortable as he looked over to Dwalin.

"What? What's wrong?" She asked.

Dwalin let out a deep sigh "It's Thorin and the lads… they're in a bad way. The healers are with them now."

Benna felt her heart falter in her chest. "How bad of a way?"

Dwalin looked at her sadly "Bad."

...

Benna sat along side Dwalin as the company waited anxiously outside the healers tent. It had been hours since the battle had ended, but no news had come from the healers. They all stood as Gandalf exited the tent.

"Well?" Balin voiced the only question on their minds "How are they?"

Gandalf cast a sad look around them "Their injuries are too grave I'm afraid. They will not last to the morning."

A great cry rose up from the company. Benna suddenly felt very cold as she slowly sank to the ground. She could hear someone talking to her, holding her hand in theirs, but she could not make out the face as tears clouded her vision.

"Benna," Dwalin's voice was a little louder this time "Gandalf said it is time to see them if you wish."

She nodded numbly, following him to the tent. She didn't want to go in, going in to see them would make it real, it felt too final, too sudden. Dwalin patted her shoulder gently as they entered. Benna swallowed the lump in her throat as she looked at the three cots in the center of the tent. Fili, Kili, and Thorin lay motionless on them, their bodies covered in bloody bandages. She could feel the tears beginning to fall again as she stepped closer. From the corner of her eye she could see Dwalin kneeling next to Thorin. The warrior took his old friends hand in his as he spoke softly to him. Benna turned away from the scene feeling as though she was intruding on something private. She knelt in between Kili and Fili.

"I'm sorry." She said quietly as the tears began to streak down her cheeks "I'm sorry the Valar sent me and not someone better, someone who could have saved you. I'm sorry I wasn't there to protect you. I'm sorry….." She broke off into a sob.

She gave Kilis and a squeeze before gently leaning over to kiss Fili's forehead.

"I'm sorry." She whispered before rushing from the tent, out into the waning light.