Images flashed through Amelia's mind, faces and places and events spanning the course of a year. Thirteen dwarves, one hobbit, and a wizard embarking on a quest to a distant mountain, seeking to reclaim a lost homeland.

It was the mission she had been waiting for, the one she had been thinking of for over- well, how much time had passed since the beginning of her task she had no idea. She had stopped keeping track sometime in the fifth millennia.

Still, despite so many years having passed, she recognized the faces flitting across her mind immediately. They had been there at her beginning, and somehow, Amelia knew they would be there at her end.

The information boost flooding through her mind told her what her mission would be; to see the company safely through their quest. If at all possible, she was to prevent Thorin from ever coming down with the gold-sickness. The less evil that took root in the worlds, even if it did not last, the better.

As images of a treasure horde deep within Erebor faded from her mind, Amelia opened her eyes.


It was the second day of the quest, and already everyone seemed to be tired of their burglar. Thorin was positively ignoring Bilbo, though he ignored everyone for the most part, brooding silently at the head of the company. The older dwarves were much the same, and even Gandalf seemed to be growing tired of Bilbo's constant grumbling. It seemed to Kili that he, Fili, and Ori were the only ones who didn't outright hate Bilbo Baggins.

Ori often rode beside Bilbo, digging for details about life in the Shire. These facts he scribbled down in his book, ignoring Dori's complaints about how he was supposed to be writing about the quest and not a bunch of hairy footed farmers.

Fili and Kili laughed at each face Bilbo made, and there were many. Each time his pony went over a bump in the rode, or whenever a bug bit at his arm the hobbit would make a look of disgust, his face crinkling up like an overripe tomato. Several times he had even fallen off his pony, and in those moments Fili and Kili hadn't been alone in their laughter.

Kili snickered as Bilbo swatted at yet another bug, and then the young dwarf turned his attention to the forest they rode through. Brimming with tall, green trees, it cast the company away from the light of the sun, which was hidden above the wide reaching branches. Not that they minded. The hardy mountain folk could see perfectly in much darker places.

Suddenly a flash of blue light lit up the forest, originating somewhere to the left of the path. The company yanked their horses to a stop- Bilbo falling off of his in the process- and drew swords, axes, and in Kili's case, his bow.

"What was that?" Thorin edged automatically closer to his nephews, gesturing for the company to bunch together. He glanced over to Gandalf, hoping the wizard would know the answer.

Gandalf frowned. "I don't know," he admitted.

Towards the center of the group Kili grinned. It seemed no one knew what that strange light was, and no one seemed at all eager to go and find out. This was his chance, his chance to show that he was a proper dwarf, worthy of his royal bloodline.

He bounded off in the direction of the light, ignoring the shouts of the others behind him. As pounding footsteps sounded behind him he didn't need to glance back to know that it was Fili who followed. The others would be close behind.

Kili skidded to a stop before a fallen tree, mouth falling open. Kneeling before the rotting wood was a woman, body bowed as though she bore some heavy burden upon her back. She was dressed in strange clothes, blue trousers that bore an odd texture and a black leather jacket, underneath which was a green shirt. From underneath the shirt Kili could see a thin white scar peeking out of the top of her collar, and there was another scar across her right temple, cutting across her eyebrow. From a belt around her waist hung a small pouch, which was bound securely closed. Her brown hair was pulled back in a ponytail, and her eyes were squeezed shut.

"Kili!" Thorin thundered up behind Kili, grasping his shoulder and spinning him so that the two were face to face. "Don't do that again!"

Kili frowned. "But look, Uncle."

Thorin did so reluctantly, frowning as he noticed for the first time the woman that was still kneeling on the ground before him. His eyebrows rose, and he looked over to Gandalf.

"What is she?" he asked.

Gandalf shrugged nonchalantly, but there was a wary edge to his eyes as he stepped towards the woman. "There is one way to find out," he stated. "Stand back, and keep your weapons ready." Then Gandalf put his hand to the woman's shoulder so that he could shake her and alert her to his presence.

Instead of shaking her Gandalf gasped, and he went rigid. Kili saw a blue light- the same light that had just flooded the forest- flash through Gandalf's eyes, but then those eyes closed. For a moment the wizard remained where he was, caught up in some mental interaction with the woman whose shoulder he still grasped, and the company shifted uncomfortably, tightening their grips on their weapons as they traded uncertain looks.

Suddenly it was over. Gandalf's grip relaxed, and he stumbled backwards, barely catching himself by slamming the end of his staff into the ground behind him. Kili glanced from Gandalf to the woman, watching as her eyes snapped open. Blue flashed through them for a brief instant, and then it faded to a flickering hazel.


As Amelia opened her eyes she braced herself mentally, knowing what she would find. Sure enough they were all there; the company, all staring at her with mouths agape. At their front was a dark haired dwarf with wide brown eyes that made Amelia's stomach flitter with butterflies- though why that was she didn't know.

She shoved them to the side- they were irrational, and would only get in the way. Instead her gaze went to Thorin, and then to Gandalf, raking back and forth between the two of them as she slowly stood.

The company tensed at her movement, raising their weapons slightly. Amelia wrought her mind for a way to ease their tension quickly- perhaps she should lie to them? Say that she was a lost traveler, and from there follow them in secret?

No, she couldn't do that. It would be impossible to complete her task as a shadow lurking in the background; she needed to somehow gain their trust. Before she could develop a way to do that Gandalf stepped forward, smiling softly.

"Hello," he greeted her. "I am Gandalf the Grey, though I think you knew that already."

Slowly Amelia nodded, returning his smile softly. "I know," she responded. "I am-"

"You are the Phoenix." Gandalf smiled as alarm flashed through Amelia's eyes, giving a soft chuckle. "It seems that touching you while you receive your information allows me to view it as well. As I saw the information I realized who you are. I had not expected the Valar to send you here." He chuckled again, a slightly self-berating look in his eyes, as though he wasn't sure why he had been so naïve.

Amelia nodded slowly, her mind backtracking. This was something that had never happened before, someone knowing her secret before she chose to reveal it to them, and she wasn't quite sure how to deal with it. In the end she decided to be blunt; there wasn't much use in hiding behind pretenses with Gandalf.

"Am I accepted then?" she asked. Her gaze flitted to Thorin; had the king also been privy to the information boost? Had Gandalf ever mentioned her to him, just on the off chance that she did show up?

"Accepted where?" he growled. He glared at Amelia suspiciously, and she fought back the sadness that glare ignited within her. She sighed, deciding that it would be best to simply inform the company of the truth.

"I am called the Phoenix," she began. "I travel between worlds, helping where I can. The Valar have brought me here, Thorin Oakenshield, to see you safely through your quest."

The assembled dwarves began to mumble amongst themselves, though they took care not to turn their backs to Amelia as they grouped together to whisper. Amelia heard words bandied about such as "spy" and "up to no good."

After several moments Gandalf rolled his eyes and banged his staff upon the nearest tree. The deep reverberation that sounded as bark sprayed drew everyone's attention to the wizard, who was glaring at the company with flashing blue eyes.

"What the Phoenix speaks is the truth. I have just seen into her mind, and her intentions are pure. I have also heard rumors from the Valar of a woman chosen to wander the worlds, battling evil; though I have never met her before, I can sense that she is the one whom I have heard of." He turned to Thorin. "I believe she will be a useful addition to the company, perhaps even vital to the quest."

Thorin scowled. "And how are we to know that she did not deceive you?" he asked.

Gandalf's eyebrows raised. "Do you doubt me in my abilities?" he asked. "Or my council? If you do then by all means, continue on without me. I can guarantee that you will not make it out of the western lands without my help."

He exchanged a knowing glance with Amelia, and she realized that after seeing her information boost, he had seen the entirety of their quest. Just as she had been reintroduced to storylines- both from the book and from the films- Gandalf had been shown them for the first time, alerting the wizard to the outcomes of the quest. Amelia gulped, unsure if this was a good thing or a bad thing.

Thorin scowled again. "How do we know we can trust her?" he asked.

Amelia snorted, addressing the king for the first time. "If I wanted you dead, you already would be," she promised. She sighed, watching as Thorin automatically lifted his sword higher.

"Give me a chance," she pleaded. "If I have not proved myself a worthy addition to your company by the time we have reached the Misty Mountains then I will depart, and speak to no one of your quest. But I am confident that very soon you will need my help."

Thorin's gaze went back and forth between Amelia and Gandalf, and then he sighed. "You have one chance," he declared. "If you do anything that puts the lives of my kin or myself in danger, you will find that we are not so forgiving."

Amelia nodded, relief washing over her. "Understood," she agreed.

"Thorin." Dwalin edged forward, glaring distrustfully at Amelia. "I don't like this."

"I have made my decision," Thorin rumbled. He started back towards the path, the others falling in line behind him, but Amelia could still hear him whisper to them as they went. "I don't like this either," he confided. "Keep an eye on her. She is to be within our sight at all times."

Amelia sighed as she fell into line at the back of the group, and beside her Gandalf patted her shoulder.

"Do not despair," he told her. "They will accept you."

Amelia smiled softly, recalling a meeting that for the company had not yet happened. "I know," she told Gandalf. She shot him a quick grin as she joined the company on the path, watching as they each clambered onto their ponies. As they realized there was no steed for her she received several sympathetic smiles from the younger dwarves and from Bilbo. Thorin shot a cursory glance back to her as he clicked his reins.

"You will have to keep up with us on foot," he ordered. "We will not slow our pace for you, even if you are a woman."

Amelia's eyebrows rose at the mention of her gender, and she adopted an easy pace beside Thorin's pony. "Why would the fact that I am female matter?" she asked.

Thorin glanced over, but chose not to answer her question. Amelia bit back a smile as a faint blush colored the mountain king's cheeks; he was no doubt remembering how similar words had gotten him a good chewing out by his sister. He clicked his reins again, and his pony trotted ahead, leaving Amelia behind.

"Would you like to ride with me?" asked Gandalf. His horse drew level with Amelia, taking Thorin's place, and he offered her a warm smile. Amelia took a moment to consider. She was perfectly capable of walking, and while she suspected Gandalf knew that, she also thought that the wizard was wanting to take that chance to converse quietly with her. Amelia bit her lip, gazing around her. The dwarves were simply too close, and paying far too much attention to her; there was no way for the two to speak in peace.

Amelia laughed, putting on a show of nonchalance for the dwarves who were doing a very poor job at subtly listening to what she was saying. "No," she said. "I am fine." Then she leaned up slightly, and Gandalf tilted downward so that their heads were closer together. "We'll talk tonight," she whispered.

Gandalf nodded and went to join Thorin at the front of the group, and the dwarves all began to file past Amelia, most shooting her suspicious glares as they passed. Soon only Fili and Kili remained by her, drawing their ponies on either side of her. Amelia resisted the smile that was surfacing, knowing that things were about to get interesting.

"I'm Fili," said the blonde brother. He grinned down at Amelia from her left, his braids bouncing as his pony bobbed up and down on the uneven path.

"And I'm Kili," responded his younger brother. There was an almost childlike gleam in his eyes as he surveyed Amelia, and his grin was even wider than Fili's.

"At your service," they chorused. They attempted to bow, and Amelia reached up her hands to steady them before they could topple off their ponies.

"So," began Kili. "How would you kill us if you wanted to? You said you could."

Amelia's eyebrows shot up, and on her other side Fili gave his brother a glare. From further up the path several dwarves turned to them in surprise, now listening.

Amelia swallowed her surprise, chuckling lightly. "I am a trained fighter," she told him.

"How?" asked Fili. "You have no weapons."

Amelia smiled up at him, a smile filled with secrets. "I have weapons," she assured him. "You best hope we don't have a need for me to use them."

Fili nodded, drawing the subject away from its current course before Kili could ask anything else that put the others on edge. "What's your name?" he asked. "Surely Phoenix isn't your real name."

"It's the name I have gone by for many years," she told him. "For all intents and purposes, it is my name."

"What was your name before that though?" asked Kili.

Amelia shook her head softly. "That is for me to know, and you to wonder."

Kili pursed his lips, inspecting her. "Hazel?" he guessed. When Fili shot him a sharp look he shrugged. He didn't know much about human names, and the Phoenix did have hazel eyes. Perhaps her parents had named her for her eyes.

Amelia refused to answer, knowing that if Kili somehow managed to guess correctly her response would automatically be different, and therefore noticed. As Kili took in her silence he grinned, and he and Fili traded glances.

"Daisy?" Fili guessed. "Or perhaps Rose?"

"Brownie?" asked Kili. When Fili shot him an incredulous look he widened his eyes innocently. "What? Her hair is brown!"

"Boys!" called Thorin. "Enough!"

Kili rolled his eyes, but it was Fili who responded. "Yes, Uncle."

They didn't stop however, merely lowering their voices as they continued to guess at Amelia's name. She carefully avoided looking at them, only vaguely listening as their list grew longer. By some luck they didn't guess her true name, and as the company stopped for the day she scurried off to find firewood.

She sighed as Gloin stepped in her path, hand on his axe. "Where do you think you're going?" he asked.

Amelia raised an eyebrow. "To gather firewood," she told him. Gloin nodded slowly, then grabbed her arm and dragged her back to the others.

"No you won't," he declared. "You'll be staying right here for the rest of the night."

Amelia sighed, but settled down willingly. Her feet were sore after walking all day- not to mention the fight she'd been in just before she'd been brought to this universe. Though she was more than capable of looking for firewood, she was glad to give herself a break. Not that she would be mentioning her aches and pains to anyone there.

Amelia settled at the edge of the group as they ate, leaning against a tree as she picked at her stew. As she finished Bombur waddled over to collect her bowl, and she offered him a small smile as she handed it over.

"Thank you," she said. "Dinner was lovely."

He stiffened slightly, seeming unsure what to do when addressed by her, but after a moment he nodded, giving her a small smile in return. As he started away Amelia sighed; he was nowhere close to trusting her yet.

Soon Bofur started on one of his stories, dancing around the campfire as he spoke, and the entire company descended into laughter. Pipes were lit, and smoke rings floated upward. Occasionally one of Gandalf's smoke ships would sail through a ring, and the dwarf whose ring had been intruded upon let out a good natured groan.

As bedrolls were set up Amelia reached into her bag, digging through it for her own bedroll. Her hand scraped past metal pieces and old keys and maps, things that she had found useful in other universes and hadn't been able to part with. The bag, given to her by an old friend, was bigger on the inside, and could hold much more than a normal bag could, yet weighed only about a pound. Several eyes widened as she pulled her bedroll out of the small pouch, but she ignored the dwarves, setting up her bedroll underneath the tree she had been leaning against. Soon Bifur, Bofur, and Bombur settled near her, having decided that they would be in charge of keeping an eye on her that night. Not far off Kili and Fili set their sleeping bags, though they settled down much closer to the fire.

Amelia smiled softly as she saw Bilbo edge to his horse, discretely handing the pony an apple. He held a finger to his lips, pledging his pony to secrecy about his gift, and was starting back to his bedroll when a howl split the night air. Giving a small squeak of fright he stumbled into the safety of the camp, trembling.

"What was that?" he asked.

Kili grinned. "It was a warg," he told him. "An orc bearing warg."

Beside him Fili nodded, and Amelia knew Bilbo wasn't catching the mischievous glint to the young dwarf's eyes. "Aye. Real nasty creatures they are; very fond of night raids. They come down from the mountains and slit your throat at night, while you're sleeping. No screams, no fights, just blood."

As Bilbo paled Amelia sighed, giving Fili and Kili a glare that they didn't see. "It's just a wolf," she soothed the hobbit. Bilbo glanced over, and after a moment he nodded, giving Amelia a relieved and thankful smile.

"You think night raids by orcs are a joking matter?" snapped Thorin. He stood, standing just in front of his nephews and glaring down at them.

Fili and Kili both paled. "Uncle," began Kili. "We didn't-"

"No," snapped Thorin. "You know nothing of the world."

With that he stormed away, standing at the edge of the camp as his eyes roamed the darkness, searching for foes in the night. From beside the fire Balin sighed, offering Fili and Kili sympathetic smiles.

"Don't be too harsh on yourselves lads," he ordered. "Thorin has more cause than most to hate orcs."

With that he launched into the tale of the battle of Azanulbizar, describing the pale orc whose hand Thorin had cut off. Amelia only half paid attention as he spoke; she knew the story well. She only drew her attention back to the story when Bilbo spoke.

"And the pale orc?" he asked. "What happened to him?"

Thorin turned from his scanning of the valley for the first time, responding as he walked past Bilbo, returning to his own bedroll. "He crawled back into the hole from whence he came," he spat. "That filth died of its wounds long ago."

Amelia gulped and traded looks with Gandalf, who she thought would have looked skeptical of Thorin's statement even if information of the quest was not running through his mind. He had long since suspected that they had not seen the last of the pale orc, she knew.

She quickly glanced away though; she couldn't tell Thorin that Azog was still alive. At least not yet. He didn't trust her at that point, and if she were to challenge his beliefs she knew she would be met with disgust and suspicion. She couldn't have the company looking at her with suspicion; if she was to save Thorin, Fili, and Kili, she would need them all to trust her.

For she was going to save them, she decided. Even if that hadn't been what the Valar wanted- and she could tell that it was, even if they refused to say it- she was going to save them. She remembered well the last time she had seen the company, even though it had been many centuries ago, and her fondness for the group remained. She would save them, even if it was the last thing she did.

There was, however, one thing she would change from what she remembered of the company. The last thing she remembered from her time spent with them was what Kili had said to her in their final moments. She hadn't understood what those words were, but she had nonetheless gleaned their meaning.

She rejected Kili's declaration of love with every fiber of her being. Her life didn't allow for love; that much she had learned over the centuries. She had tried, yes, she had loved many people. Each had died, leaving her alone and heartbroken. Or she had been moved on to her next assignment, with no heed paid to the relationship she had been building. Love, Amelia had decided, was not for her. In the end she would only get hurt, as would anyone who she fell in love with.

She would not allow Kili to fall in love with her this time, she determined. And she would not fall in love with him. Another thing she decided on quickly; since she was already changing the fate of Middle Earth, she might as well change it completely. It wasn't a part of her quest, but she decided that she would encompass it into her itinerary.

Deep in the Misty Mountains there was a ring, a ring that would one day bring much anguish to Middle Earth. Great empires and friendships would be forged upon the quest to destroy the ring, but at the same time many lives would be annihilated by the small golden band.

Amelia's gaze went over to Bilbo, who was shifting uncomfortably in his bedroll. She wouldn't allow him to find the ring. She would keep the company from encountering the goblins in the mountains, and steer them safely through the rest of their quest, so that Bilbo had no need of the ring. Then, when all was done with, she would return to the mountains, take the ring from Gollum, and bring it to Mordor, where she would destroy it, once and for all.

No doubt she would then be required to remain in Middle Earth for many years after, to see to it that Aragorn took the crown of Gondor and that Middle Earth passed into the fourth age on schedule. Amelia was fine with that; she could wait out the years. She was well versed in living longer than those around her.

Although, she reflected, she likely wouldn't have the chance to do that. Her mind flashed briefly to the explosion of rock and lava from Mount Doom that had accompanied the destruction of the ring in the film, and how only Gandalf and the eagles' aid had saved Frodo and Sam from dying in it. Her mission would be a secret, and she would have no such help. If she brought the ring to Mordor she would die, and no one would miss her.

That was fine, she decided. Amelia had long since grown used to the fact that her demise would affect no one, that there would be no one to mourn her passing. If anything, she found the circumstances of her eventual death ironic. Fire and ash. Yet, unlike her namesake, she would not rise anew from the ruins. She would die in Mordor, and her long life would be over.

Somehow, Amelia wasn't quite as upset at the thought as she perhaps should have been.