Brenna kept hurling rocks from behind a tree. She gasped as she saw Ori and Asphodel go down, painful looking quills protruding from their bodies. The creature advanced on her, hissing and trying to impale her with it's tail. She ducked. She then heard a mighty dwarf battle cry as Thorin came rushing into view, charging the creature.

Thorin didn't waste any time. He leaped at the creature, swiping and dodging the creature's gaping maw of teeth. He rolled to the side and with one fell sweep, took out two spider like legs. The creature screeched in pain and turned around to launch a quill attack at the dwarf, but jolted back as two arrows simultaneously pierced into its body. Brenna gasped as she saw the two elves come into view.

Taking his opportunity as the creature rolled and screeched, Thorin charged sword first, stabbed his sword deep into the creature's side. It screeched one final time before rolling onto it's back, finally dead.

Brenna gasped at the scene and cautiously came out from her hiding place behind a tree. "Come, Young Gnome," Tauriel beckoned as she and Legolas put their bows away, "You're safe now."

Brenna hurried over to the elves while Thorin gasped to regain his breath before getting to his feet and hurrying over to Ori and Asphodel who both lay unconscious in the snow. They both had nasty looking quills embedded in their chest and shoulders. Thorin put a hand to each neck and felt for a pulse. He frowned when he felt the heat resonating from their bodies.

"They're alive, but they're both quite feverish" he said as Legolas knelt down beside them, inspecting the quills that were sticking out of their bodies, "What was that thing?"

"They are called death crawlers," Tauriel explained, "This forest is full of them. We must get these young ones to safety, they have been poisoned."

Thorin swallowed at that news, "Can we remove these quills?" he asked as Asphodel moaned a little in her sleep.

"Not here," Tauriel said, "The ends of the quills are hooked and must be removed with precision and care."

"Master Thorin!" Legolas called and Thorin glanced over to where the elf was standing over the hole. Thorin swallowed as he remembered his nephews. He glanced to Brenna, "Take care of these two, if you will, Milady," he told her. She nodded and hurried over to kneel down between the fallen hobbit and dwarf while Thorin tried to calm the anxious knots forming in the pit of his stomach as he rose to his feet and approached the edge of the hole. He prepared himself for the worst as he cautiously peered into the hole.

As flashes of lightning lit up the area inside the pit, his eyes met with lethargic deep blue eyes and a pale white face contrasted with bright red blood as his eldest nephew gazed up at him. Fili was huddled against the wall of the cave, shivering fiercely in the cold as he clutched Kili tightly in his arms. The blonde dwarf had a nasty gash on his cheek and the blood trickled down his face, staining the collar of his tunic. His clothes were torn and ice was clinging to his hair.

Kili's face was buried in his brother's chest, obscuring him from Thorin's view. But he wasn't moving. He wasn't shivering at all. He seemed lifeless. And the grim and terrified look on Fili's face frightened Thorin more than anything. He could only hope that he was not looking down at one living nephew and one dead one.

"They have fallen very far down," Legolas said, standing beside him, "It is a wonder the impact did not kill them both."

"We can use this," Tauriel said, pulling the rope from Asphodel's bag and tossing it to them.

"Fili!" Thorin called and Fili glanced up at him weakly, "Can you grab the end of the rope?"

Thorin lowered the end of the rope until it dangled in front of Fili's face. He winced as he mustered up the strength to move his hand and weakly grasp it, but the rope easily slid from his hold. He had no strength left. He looked up apologetically at Thorin.

"I'm going down there," Thorin decided aloud as he quickly pulled the rope up and tied it tightly around his waist. He hesitated slightly as he realized he was putting his life and his nephew's' lives into the hands of elves. He eyed them both suspiciously.

"We will pull you up," Legolas promised as he and Tauriel took hold of the rope.

"How do I know you will not leave me down there?" Thorin asked, narrowing his eyes at them. It was true, these elves had done much for him so far but that didn't mean they didn't have some kind of hidden agenda. It went against his very being to trust elves. Especially the kin of Thranduil.

"You do not," Legolas said calmly, "You can either trust us or you can attempt to get them up here without us. I will sit back and watch if that is your wish but I doubt those young ones will last much longer so if you value them at all, you will put your mistrusts aside, Dwarf."

Thorin knew he didn't have time to waste. He would worry about the repercussions later. Right now, his nephews needed him. Not to mention Ori, Asphodel, and Brenna. He made sure the rope was tight around him and quickly began cascading down the side of the hole, reaching the bottom only moments later. He rushed to where his nephews lay huddled in the snow and ice, kneeling beside them.

Thorin exchanged solemn expressions with Fili as he reached out for Kili, brushing the dark hair away from the youth's face. He blanched when he saw Kili's face. He was ghost white and half his face was red with blood from a wound on his brow. As Thorin examined the rest of his nephew's body, he saw the left leg twisted at an angle.

"Oh no…" Thorin breathed, fearing the worst. And with trembling hands, he placed a finger against Kili's neck. He frowned. Kili's skin was clammy and as cold as ice. At first he felt nothing. And then he felt the faintest pulse underneath the nearly frozen skin.

"H-he's breathing…" Fili stuttered weakly, teeth chattering.

Thorin nodded and removed his thick furs and draped them over Kili before moving to gather him into his arms, but Fili's arms tightened around his brother's limp body. Thorin turned to Fili, "It's alright," he said, "We're going to get you both out."

"T-there's something up t-there…" Fili choked out, "Safer here…"

"We killed it," Thorin assured him, "But we must hurry or there will be more. And this storm is not letting up." Fili finally released his grip on Kili and allowed Thorin to pull the dark haired dwarf free of him and into his arms.

Thorin shuffled Kili in his arms, careful to avoid moving his broken leg too much. He thought he heard a very faint moan escape his nephews lips, but he couldn't be sure. He cast his gaze upwards where Legolas and Tauriel peering back down at him, giving them the nod to pull him back up.

The two elves worked together to hoist Thorin up until he dangled in mid air. The rope tightened around his waist and dug painfully into his skin. He grunted and winced, but kept focused on the limp form he held tightly in his arms. They were hoisted higher and higher until Tauriel reached out and grabbed Kili and gently pulled him free of Thorin while Legolas held the rope. Again Thorin felt uncomfortable as his youngest nephew was being pulled from his arms by elves.

Tauriel took Kili and disappeared from the hole and from Thorin's view. Relieved of his nephew, Thorin flailed about a little as he dangled in mid air. Then, slowly, he was lowered back down.

"You must hurry!" Legolas shouted down at him, "This storm is quite fierce!"

Thorin wasted no time hurrying back over to Fili who was struggling to get back to his feet. Robbed of the warmth he had been sharing from his brother, the blonde dwarf shivered more. He didn't have the strength in him to stay upright and he collapsed into Thorin's arms.

As Thorin held Fili in his arms now, he felt as if he was holding a bundle of ice. There was no warmth at all coming from Fili. His hands were white and hard with frostbite. But what concerned Thorin the most as he held his golden haired nephew close, was that his breathing was coming slow. His shivering was beginning to slow. Fili was struggling in the grips of hypothermia.

"U-uncle…" Fili breathed, his eyes fluttering lethargically, "So cold…"

Thorin glanced up at the elves, "Pull me up, hurry!" he shouted in fear and quickly felt himself get hoisted back into the air and all the way to the top of the hole. Legolas was there to take Fili while Thorin scrambled out of the hole and onto his feet.

Kili, Ori, and Asphodel all lay in the snow, unconscious and the elves had draped their cloaks over them as best the could. Brenna sat with them, shivering as well.

"Take this one," Legolas instructed, passing Fili back over to Thorin, "I will take the two poisoned ones. Thorin nodded curtly as the elf hurried over to hoist Ori under one arm and Asphodel under the other. Tauriel carried Kili and helped Brenna to her feet. "Do you have the strength to run?" she asked the gnome. Brenna hesitated a bit, then nodded. As soon as the four youths were off the ground, Thorin, Brenna, and the elves took off running as fast as the howling wind and the weight they carried would allow…