Hello! Just wanted to mention something that people reviewed about for the previous chapter- I didn't know that Thorin made smoke rings or Fili and Kili also smoked- I haven't read the book, and obviously didn't watch the Bag-End scene in the film all that closely….apologies :)

Also, I hope you like the setting up of this chapter- if not, tell me, and I won't do it again ^^

Enjoy…..

Fili ran up the grassy clearing, nearly slipping up on spilt blood and evening dew on the grass; he skidded to a halt as an Orc blocked his path- he jabbed his sword fast into the beast's belly, watching without pleasure as entrails fell onto the floor. Turning his nose up at the stench of the dead and dying he continued running till he got to the fire, where the others were holed up, fighting with all their might.

Thorin was locked in combat with a particularly large Orc; the creature bared it's misshapen, disgusting teeth, a breathy growl sounding into the night.

As Fili watched, the Orc seemed to be winning; it had successfully pushed Thorin nearer to the fire's edge until his cloak was nearly on fire- Fili yelled to confuse it, before barrelling into it dirk first- he felt the blade sink deep into the Orc's side, the beast itself falling to the floor, bleeding.

Fili picked himself up, breathing heavily- there was no time to waste, no time to see if his uncle was alright, for another two Orcs came running at him; he picked up his sword, giving a loud battle-cry as they advanced, blades also raised.


Bilbo looked up, wide eyed at the huge Orc that had Kili captured, trying not to shake. His eyes grazed the ground for a weapon, yet they kept pinging back to Kili as the Dwarf gasped for breath, guttural sounds escaping his mouth as he fought for air.

'You shouldn't be out here….bad things happen when you're alone…..' the Orc spat, tightening his grasp- yelping in pain and fear, Kili's fingers desperately scrabbled for relief from the suffocation; he could feel himself going red, like his face was swelling.

Bilbo finally spotted the bow and arrow lying discarded on the floor; he snatched it up, unpractised fingers fiddling with the wood.

Feeling his eyes roll into his head, Kili gasped for more air. 'Just do it…..' he managed to force out- his fingers and feet were turning numb as the blood stopped their circulation.

Bilbo looked up as the Orc laughed, spreading spit into Dwarf's hair. 'Go on- I dare you! But miss, and you get to keep your friends head as a memento….' He drawled, tightening his grasp impossibly more; Kili grappled weakly against its thick arms, his legs kicking out, but the Orc was too strong.

'Bilbo-'Kili gasped out; it felt like his brain was clouding, like he was falling through the air. 'Do it! Shoot it…'

Bilbo wrestled with the bow, fixing an arrow haphazardly into the weapon. The Orc continued to laugh, yellow teeth protruding.

Taking a quick breath he drew the arrow back, aimed and loosed it, squeezing his eyes shut at the last moment; he heard two sudden cries, and a thud as someone hit the floor.


Fili dispatched the two Orcs with disarming ease, he flung the two corpses down, one after the other, on the ground in front of him, a hard look emblazoned on his face.

'Where's your brother?' Thorin yelled as he was viciously parrying with an Orc close by- He punched the creature in the face, sending it screeching to the floor, before another took its place, an axe in its grasp.

'I sent him to safety in the forest!' Fili replied, swinging his own blade at an Orc who had run up to him.

'What?!' Thorin yelped, ducking a swing from the axe. 'Why in Durin did you do that?'

'I thought he'd be safe!' Fili yelled, before an Orc grabbed him by the neck and threw him to the floor, dagger raised.

Eyes wide, Thorin yelled in anger, arcing his sword into the neck of the Orc he was fighting- he ran to his nephew, forcing his blade into the ribcage of the offending creature. The Orc doubled up in pain, twitching, before it fell to the ground beside his nephew.

Thorin growled as he helped Fili up. 'We need all the help we can get!' he snapped angrily, dark eyes resting on his nephew for a second.

'I didn't want him to get hurt!'

'This isn't about you, though, is it- we need our bowman!' Thorin yelled, before they both had to turn to fight more Orcs.

Thorin looked around as soon as he got a chance- the battle wasn't even half one; more and more Orcs seemed to stream from the outer forest like ants smelling jam. There was much too many to fight.

'To the trees!' he yelled, cursing whoever had sent these beasts. Gandalf, who had been fighting off his own pack of Orcs nodded, shouting the instruction to the nearest company members to him.

'We surrender?' Fili shouted, eyes wide as everyone started moving for the huge oak trees.

A Warg ran close; the huge beasts' foaming jaws clamping shut and opening as it howled into the night- it ran at the two dwarves, pushing past Orcs and other dwarves alike, teeth bared.

Thorin shouted in surprise, his sword raised. He brought it down with a yell as the beast's head got into range, but one swipe didn't seem to do it; it just carried on, barrelling into Thorin teeth first.

Fili yelped as his Uncle fell to the floor, yelping in pain, the beast's teeth embedded into his leg.

He threw himself at the Warg, his blade sweeping again and again into the Wargs head and side; Fili didn't care as blood sprayed into his face as he chopped into the Creature as if cutting wood.

Finally, and with Fili's arms aching, the beast released its prey, before sinking to the ground, where it lay still.

Breathing hard and with wide eyes, Fili ran to his uncle's side. Thorin was panting and gasping in pain, hands clutched around a wound on his leg; blood was pooling beneath him.

'Thorin….' Fili breathed, but Thorin growled and shook his head. 'Make for the trees- we need to get to higher ground.'

Fili nodded, taking his uncle by the arm and hauling him up. Thorin limped as they ran, and together they made it to the nearest tree; Gloin was holding out his hands for them; Fili pushed his uncle up first, before he looked to the edge of the forest where he had sent Kili and Bilbo from the battle- he hoped they had found safety in the forest.


Bilbo slowly opened his eyes, the silence deafening. He looked down, his eyes widening as he looked upon what he had done.

Kili was panting, his face screwed up in pain, the dead Orc splayed next to him- the fatal arrow that Bilbo had fired had not only got the Orc, but was also embedded in the top of Kili's shoulder.

'Oh- I am so sorry…' Bilbo gasped, falling to his knees beside the dwarf, not really knowing what to do.

'Just pull it out- slowly.' Kili muttered through gritted teeth. He pawed at his neck where the brute of an Orc had tried to throttle him; he felt the skin was sore.

Bilbo carefully put his hands around the thin arrow; Kili hissed in pain as the tiny blade moved in his skin. 'This is going to hurt….' Bilbo warned him.

'Really? And here I was thinking it would be fun to try this!' Kili sarcastically replied, before he smiled, rolling his eyes. 'Relax, I was only joking; you know this isn't the first arrow wound I've sustained….' He smiled despite the pain, if only to give Bilbo more confidence. 'Just do it however you like- it has to go.' He muttered, closing his eyes as he watched the Hobbit brace himself.

Two seconds later, he gasped in sudden pain, as Bilbo wrenched the arrow from his shoulder. 'Ah HA! There we go…..' Bilbo held the arrow with a flourish, before throwing it to the ground.

'….What happened to slowly?' Kili gasped, voice high and mock-upset. He groaned as he stood up, smiling.

'S-sorry…' Bilbo muttered, before Kili placed his whole weight onto his shoulder on purpose as he stood, flexing his shoulder.

'Don't mention it…..' Kili chuckled, before, eyes narrowed, he looked to the clearing where his brother was supposed to be.

'We should get back there….' He muttered, hand going to the hilt of his sword. 'To hell with what Fili said- I will not stand idly by while a battle is underway; especially with my kin in danger.'

'Agreed, let's go!' Bilbo stood, ready.

Kili looked at him, eyes wide. 'You're not coming- you stay here, out of sight. We need you; you're the most important part of this quest!' he told him, before walking off so Bilbo didn't have to fluster an answer. Grumbling, the Hobbit slowly picked his way to behind a large tree, where he could watch the battle from the seemingly important area of safety.


From the tree, Thorin growled as he looked down at the scene before him; the Wargs howled and growled deeply in their throats, although they seemed to be holding back from attacking. The Orcs, however, had not given up their fight- he watched as Fili kicked one down to the tree on top of the others' that were trying to climb up there; he nephew scrambled higher up the tree as one tried to grab his ankle and force him down.

His leg was throbbing, but he tried to ignore the pain as much as he could.

Suddenly, a loud voice shouted down from a spot Thorin could not see- But he would recognise that voice anywhere…his blood ran cold as the silhouette of a massive Warg and rider came into view.

'Azgog….' He breathed- it could not be. That beast had been slain long ago, by his own hand- it could not be him.

He watched, eyes wide, as the great Pale Orc rode into clearer view. Azgog the Defiler sneered openly atop his white Warg; the other Orcs stopped their attack at a barked Dark Orcish order from their master.

'Thorin Oakensheild!' it shouted in language Thorin and the Dwarves could understand. 'It has been a long time- yet I have not forgotten what you did.'

'I slayed you! You were slain in Moria!' Thorin yelled from the trees; he shook his head, still disbelieving his own eyes.

'Yet here I am! I swore long ago to destroy the line of Durin; I swore to take my revenge on those who defy me!' Azgog growled, its blue eyes shining in the now weak firelight that not long ago they had been sitting around.

'You will not succeed! I can kill you again!' Thorin yelled, before drawing his sword and looking for a way down.

Fili grabbed his uncle, pulling him back. 'Thorin, no!' he hissed, eyes wide. 'Don't do this- don't risk your life!'

'I am not sitting up a tree waiting for these beasts to tear us limb from limb!' Thorin growled, pulling his nephew's hands away- he suddenly felt like they had been here before, yet with their places switched.

The Pale Orc laughed sardonically, a snarl replacing the humour. 'Come down, Thorin Oakenshield- I said I would destroy the line of Durin, so you will not be the only one to die….' It growled, eyes flicking to Fili.

'How did it kn-'

'Does it matter? You've left your brother out in the wild, unaware and injured-he might come here at any moment!' Thorin whispered, unnatural anger lacing his words.

Fili shrank back, paling. 'Kili…..' he breathed, shaking his head.


Kili crouched low to the forest floor, eyes on the scene ahead of him. From behind the Orcs and Wargs he could barely see the other dwarves- he smiled inwardly as he saw them in the trees; it seemed like something Fili would suggest they do.

His eyes narrowed as he heard the huge creature on the white Warg start speaking again- he couldn't make out the words, but he knew it couldn't be good. The moon shone light on the head of the beast, and Kili could see it was as white as stone.

The Pale Orc…..but how? Thorin had always maintained that he was dead; how had his uncle got it so wrong?

He carefully crept to the side to hear better, trying not to get spotted by another Orc; that was the last thing he needed.

He hissed in a breath as his shoulder twinged with pain; that damn Hobbit was going to get someone killed, he thought sarcastically.

He could now hear Azgog speak better; he caught the last few words from the sentence-

'…..Will kill each and every one of your company until you come down and fight.' Kili steeled himself, hands on his blade.

He heard Thorin angrily retort, but could not make out the words. He looked up as the Orcs standing unaware around him laughed- he didn't like the sound of that-

He had to think of a plan- he couldn't just sit here and watch his family suffer….


Thorin growled at the insult that Azgog just threw at him; he made to move from the tree again, throwing Fili's hands from him once more.

'Don't be stupid…'

'Leave me! This has to be done- we are not going to get out of here alive until I do something!' he growled to his nephew, and without another word he pulled himself from his grasp and began to climb down from the tree.

Azgog laughed once more, and Thorin bristled at every sound. He raised his blade, eyes dark and dangerous. 'I have slain you once- I can do it again!' he repeated his earlier threat.

'No, Thorin Oakenshield- it is only you and your family who will die tonight-'

Before either Thorin or anyone else could retort, a lone yell sounded from behind them; Kili burst from the trees, sword raised.

Azgog turned, eyes steely- as soon as Kili came near it arced its great arm around, hitting the young dwarf to the floor. The Pale Orc nodded its head at its white Warg- the creature leapt forwards, teeth bared; it grabbed Kili round the stomach, its jaws clamping onto the flesh.

'No!' Thorin and Fili yelled, the former's eyes wide as he watched his nephew in the grip of the Warg.

Azgog laughed, before looking Thorin full in the face.

'Surrender, and give yourself up to me-'it growled, voice dangerous.

'-Or he dies.'

To be continued…..

What will Thorin do? Find out in the next chapter!

A/N- the next chapter will probably be the penultimate one, but you never know ^^ however that is what I am planning….

Thank you for reading!

Please review!

Xx