By morning, the storm had passed but the land lay encased in a dense fog and the temperatures plummeted to far below freezing. The lake had become as solid as an icy road.

Thorin and his convoy had left for Lake-town, leaving Bilbo and Brenna to care for his ill charges. Fili suddenly woke with a start. The sun's rays, weakened by the thick fog, barely illuminated the room through the window.

Quickly slipping into a plain white tunic and black trousers, Fili turned to the others and saw three pairs of eyes staring back at him.

"Good morning," he greeted, coming over to kneel beside his brother, "How are you feeling, Little Brother?"

"Sore," Kili said groggily, wincing a bit as he coughed, "And hungry."

"I'll see if there is any more soup left," Fili suggested before glancing over at Ori and Asphodel, "What about the two of you?"

"I sure wish we had some nice chips," Ori complained.

"My legs hurt," Asphodel said, wincing hard, "But at least I can feel them again."

"I'd say that's a good thing," Fili said with a smile, "Means the poison is leaving your body."

"I'd like to get out of bed," Kili said, wincing when he sat up a little too quickly. Then, glancing down at his bare chest, he added, "And to get dressed."

Fili smiled and handed his brother a long tunic and got to his feet, "I'll go see if there is anything I can do about breakfast," he said, "I'll be back in a moment."

When Fili entered the larger room, he was surprised to find Brenna sitting alone on the bench, hemming what appeared to be a tunic. She was quietly humming to herself, but looked up when he came out, startled.

"I didn't mean to startle you, Milady, but where is my uncle?" Fili wanted to know, "And Master Boggins?"

"It's Baggins, Dwarf," Brenna corrected him with a bit of a curt attitude, "And your uncle is in Lake-town. And Master Baggins will be back shortly, he has gone to collect a few items from our cabin."

Fili smiled a little as he headed over to the cauldron over the fire, "I was hoping there was more fish soup," he explained, "My brother and the others are hungry."

"There is a little," Brenna said, and Fili began to pour some bowls. He brought it to Kili, Ori, and Asphodel before returning to the living area and sitting down beside her.

"You know that tunic is far too large for you," Brenna blurted out as she looked him over, "You look like a vagrant."

Fili smirked, "It was made to be worn by men," he informed her, "Bard has brought us supplies he can spare. I have to admit, it's not quite wide enough for a dwarf."

"Well it is fortunate that you have found yourself in the company of a gnome," Brenna said, happily, "My people are great artisans and craftsmen and my parents taught me everything about textiles. I lost my tailoring kit when the orcs captured me but I was fortunate that the ladies of Lake-town were able to provide me with some supplies. I could hem it for you. Unless of course you wish to continue looking like a derelict."

Fili raised a brow at the Gnome girl's boldness. He regarded her for a moment. He hadn't really gotten to know the newest members of their company, only exchanging brief words with them. Brenna was quite lovely, with wavy honey blonde hair and deep blue eyes.

"You are quite bold, Milady," Fili commented as Brenna continued mending the tunic she was working on.

"No good ever came from staying quiet," Brenna responded, "I will speak my mind if I will."

Fili couldn't help but smile. He could tell that Brenna was a very intelligent and confident gnome. And after all she had been through lately, she seemed very strong.

"Dwarves are craftsmen as well," he told her matter of factly, "Erebor was carved out of stone and rock after all. It was once among the mightiest kingdoms of middle earth and it's wealth was all forged by Dwarfish hands."

"Have you ever been inside?" Brenna asked, glancing up at him, "Do you speak from memory?"

"No," Fili said sadly, "My uncle was very young when the dragon came. But I grew up on tales of the mountain, as did my brother. We had always dreamt of the day when the dragon would be defeated and our uncle reclaims his kingdom."

"The dream is not lost," Brenna assured him, "You may yet see your kingdom restored. After all, we are living upon the foot of the mountain and you and your kin have proven to be most resilient thus far."

"You are wise," Fili said. He was about to continue, comforted by her kind words of wisdom when he was interrupted by a shrill shriek coming from outside. Fili shot a gaze towards the window and his blood ran cold. Orcs...

"Go to the room with the others," Fili instructed quickly as he jumped to his feet and quickly retrieved his weapons from the corner of the room. It felt good to handle his double swords again. He turned to see Brenna standing in front of him with her hands on her hips.

"You will be safer in there," Fili insisted, "Please hurry, they are not far."

"Have you taken me for some sort of coward, Dwarf?" Brenna demanded hotly as Fili began shoving his daggers and knives into his clothing, "Or do you think you are capable of handling an entire orc pack on your own?"

"I just thought-"

"You just thought I was a poor maiden who needed protecting," Brenna accused as she moved forward and swiftly pulled a few small daggers out of where Fili had stashed them in his tunic, "I assure you a need no man's protection."

Fili could see this small woman would not be swayed, "Very well, Milady," he said with a slight smile, "I apologize."

Another orc shriek sounded in the distance. Much closer this time. Fili grabbed a bunch of weapons and hurried past Brenna and into the bedroom where he found Kili, Ori, and Asphodel all sitting up in bed, exchanging worried looks. Their grim expressions told Fili that they had heard the orcs too.

"How far away are they?" Kili asked.

"Not far," Fili said, handing Kili his bow and sword, "Stay in here, you will not be able to fight in your condition."

Kili wanted to argue and tried to struggle to his feet but with his leg being held tightly in it's splint, he had no luck. And he was out of time. Fili had just enough time to whirl around as the front door was thrown opened suddenly and Fili found himself face to face with at least half a dozen fierce looking Orcs...