A/N: Warnings for violence, injury, and potential character death. You might want to have a box of tissues handy.

...

...

By early afternoon the Company was back in Dale Regional Park, preparing for what they hoped was the final battle with Smaug. Thorin had planned on bringing only those who were absolutely necessary to the fight, but the Company had rallied against him. In the end, only Dís remained behind to monitor everything and provide surveillance. Red Team was in reserve and stationed a few blocks from the park, much to their displeasure. If things went bad they would be the ones to fall back to Erebor Tower, to live and fight another day.

"Blue Team is in position," Thorin said into his com unit, glancing around the vacant field.

"Green Team is also in position," Fíli replied into his own com. "Still no eyes on Bolg, but Nori's certain he'll show up."

Dwalin rested a hand on the small of Ori's back, keeping the boy close. "Do I even want to know what yer brother used to draw Bolg here?"

"Probably not." Ori managed a shaky smile. "Something about trading information. I didn't ask any more than that."

Bilbo shifted nervously beside them. "I do hope this works."

"It will," Ori said, sounding more confident than he actually was. "I have faith in us."

Dwalin and Bilbo exchanged a worried look, but tried to remain outwardly assured.

"I've got eyes on Azog and Bolg," Dís' voice came through the coms. "Two blocks away, coming in from the west."

Thorin growled under his breath and shifted his upper body to solid oak. "Get ready, Green Team. Everyone but Bofur be ready to engage."

Azog and Bolg crested the hill, both obviously ready for a fight. Azog's pale skin glistened with a thin coating of frost, a broad sword of solid ice hefted in one hand. Sparks danced off Bolg's skin, his fists clenched to contain the voltage that circulated through his fingers. Both were unmistakably angry.

"I should'a know you'd bring your whole crew," Azog growled at Nori. "I hope you ain't planning on starting nothin'."

The thief shrugged and flashed a razor-sharp grin. "You never know with me, Azog. I play by my own rules."

"Are we playing a game here or are we gonna deal?" Azog shifted his ice sword into a more threatening position.

"Everything's a game," Nori laughed darkly. "And you should know, I stack the deck."

Before Azog could respond, Nori ducked out of the way and the villain was suddenly face-to-face with Fíli. With a fierce battle cry, Fíli launched his attack, parrying Azog's ice sword with his own twin blades.

Meanwhile, Kíli drew one of his trick arrows and lined up the shot, sticking the arrow in the ground at Bolg's feat. A bolas snare sprung from the arrow, tangling Bolg's legs and sending him to the ground. Lightening jolted out in every direction, but it wasn't enough to loosen the snares.

"Eyes on Smaug to the east. ETA is under five minutes!" Dís' voice rang out in their ears.

Ori turned to Dwalin and pulled him in for a desperate kiss, all tongues and teeth and need. When they broke apart Dwalin was breathless and Ori offered him a melancholy smile. "No goodbyes. I'll see you on the other side."

"I'll see ya, lad," Dwalin replied helplessly.

Ori pulled off his gloves as he walked, tossing them to Nori on his way past. "Keep an eye on these, please. I'll need them when we're done."

Nori choked back a sob and nodded.

Stopping just outside the range of Bolg's lightening, Ori took a deep breath. "Ready Bofur? As soon as Smaug is in view we'll need to move. I don't know how long I'll be able to hold..."

"I'll get yeh up there." Bofur nodded, his eyes glued on the skies. "An' I'll stay airborne in case yer not... awake enough t' use yer parachute on the way back down."

Nori placed a hesitant hand on Bofur's arm. "You take care of my brother. Bring him back."

"I will," He promised, flexing his wings and pulling his gaze away from the sky.

"And birdbrain..." Nori leaned forward and quickly caught Bofur's lips with his own in a fierce kiss. "Promise me you'll bring yourself back too."

Bofur's face split into a dimpled grin. "Of course, thief. Someone has t' make an honest man of yeh."

"Smaug is cresting the hill. Time to move, Ori. Good luck!" Dís' voice sounded through the coms.

Gandalf stepped to Ori's side and summoned his shielding. "This should get you close enough. Take only what you need. Good luck!"

"You all keep saying good luck," Ori muttered, reaching forward and placing his bare hands on Bolg's face. "It isn't about luck anymore..." Bolg's eyes rolled back in his head and his entire body went ridged. Ori kept the contact, the runes on his hands glowing brightly amongst the scars as Bolg began to choke up blood. "It's about power... and I've got more than enough of that."

Dropping the shielding Gandalf took a step back, a worried look crossing his face. "Let go before you kill him, boy!"

Ori released his grip and stood up, leaving Bolg to fall unmoving back to the ground. Sparks danced along his limbs and made his pale skin glow, as his coppery hair stood up from the excess static. "You underestimate me, wizard. Everyone does." His eyes flashed with anger. "You have no idea what I'm capable of."

Rushing forward, Nori skidded to a stop at his younger brother's side. "My god... How much of his power did you take?"

Ori offered him a wicked grin, his laughter bordering on maniacal. "All of it."

Nori made a sickened noise in the back of his throat. "Please, Ori... Stay in control... We need you..."

Bofur's hand wrapped around Nori's arm and pulled him back just as a lightening bolt scorched the ground where the thief had been standing. "Of course you need me. I'm stronger than all of you!"

"Ori, I need ya to focus on me." Dwalin's voice was soft and calm, but his eyes shown with fear. "Come on, lad..."

Sparks crackled over Ori's skin, singeing the flesh and causing it to blister. Vapor escaped in gusts from his nose and mouth as his body began to smolder from the heat. "Why should I focus on anything other than the power. I feel so full. So alive!"

"Yer burning yerself up, lad! Please!" Dwalin's voice lost it's resolve as he broke down. Tears coursed down his face, but turned to steam as he stepped nearer to Ori. "I ain't giving up on ya!"

Gandalf raised his shield around himself, Bofur and Nori to block the fierce electric bolts that shot towards them.

"C'mon lad. Ye need to come back to me!" Dwalin took another step forward, his own skin blistering and burning almost as fast as his regeneration could heal it. "Please... I ain't gonna let ya go!"

The lightening coursing over Ori's body flashed brightly then ebbed away so that it was simmering underneath the surface of his skin. "Dwalin?"

"I'm here, lad. I ain't gonna leave ya." He reached out and cupped Ori's face in his hand, feeling the heat burning beneath the boy's skin. "Can you control this enough for Bofur to get ya up to Smaug?"

"I think so." Ori took a step forward and staggered slightly. "We need to hurry. There's too much power... I don't want to loose control again."

Bofur tugged the flaps of his aviator hat down and pulled the goggles into place before giving Nori brave smile. "Be good, thief."

"Don't get roasted, birdbrain." He managed a worried grin. "Take care of my crazy-ass brother."

As Smaug flew into view, Balin and Kíli turned their attention towards distracting the dragon, sending explosive arrows and large rocks at his head. Smaug roared in anger and shot a jet of fire at them, but it was blocked by Gandalf's shields.

"Surrender now and I will melt the flesh from your bones in the blink of an eye," Smaug roared as he banked in the sky over the Company. "If you resist I will take my time turning you into a pile of ash. Either way, I do believe I will enjoy killing you."

With Smaug distracted, Bofur carefully wrapped his arms around Ori and took to the skies.

…

Meanwhile, Fíli and Azog remained locked in battle. They were evenly matched, Fíli's perfect technique tempered by Azog's ice and unpredictability. Thorin moved in to help his nephew, slamming one of his oaken fists into the villain's side and sending him sprawling. Fíli brought the hilt of his sword down hard on Azog's head, knocking him unconscious.

Dwalin and Nori stared at the sky, both heedless to the fight around them. Thorin and Oín came to stand with them, while Fíli went to join in the distraction of Smaug.

"Do you think Ori can do it?" Thorin asked, using a hand to shade his eyes from the sun.

"Of course he can!" Dwalin snapped, earning a pleased nod from Nori.

"I certainly hope so," Oín said with a shake of his head. "Otherwise we're out of ide-" His words were cut off as he collapsed to the ground, a large lump already forming on the side of his head.

Azog bared his teeth and snarled. "Did you think I'd be that easy to defeat, Oakenshield? You know nothing!"

Thorin swung at the villain and landed a solid blow that audibly cracked ribs. Dwalin responded in kind by popping his knuckle-dusters and opening up the side of Azog's head. After a few more well-placed hits, Azog fell again, and this time they bound him with Nori's belt.

"Oín's alive, but unconscious," Nori cursed. "Let's hope we don't need a healer any time soon."

…

In the sky, Bofur swooped low and dropped Ori onto Smaug's back. There were no arrow handles for him grip, but the dragon seemed content to stay in one place and shoot fire at the Supers on the ground. Scrambling over the metal scales, Ori dropped to his knees and whimpered.

"Are yeh okay?" Bofur shouted from where he coasted overhead.

"Too much power," Ori ground out. "It hurts. I have to discharge it."

"Just get t' his shoulders. Gandalf said the weak spot was between his wings!" Bofur shifted his own wings, catching a draft and darting in closer. "Yeh can do it. Just take out Smaug an' I'll get yeh home."

"I'm not going to make it out of this, Bofur. I've known that from the beginning." Ori's eyes went out of focus and he lost his grip for a moment, sliding over the dragon's side and down towards his wing. Bofur dove low, catching Ori by his hoodie and dragging him back up.

"Yes yeh will! I promised Nori I'd bring yeh home safe! I'm not breaking that promise!"

Violent sparks danced over Ori's hands and arms. "Tell my brothers I love them. And Dwalin... tell them... tell them I'm sorry."

"Your shields will not hold forever, Supers!" Smaug roared down in between bouts of dragon fire. "I will feast on your ashes!"

Pulling himself upright on Smaug's back, Ori fought to keep his balance. "I've got to do it now! Get out of here, Bofur! Go!" The electricity pulsed through his body, snapping and popping as it leaped from his blistered skin. Small bolts of lightening surged across his arms, sparking off for several feet in all directions.

Bofur gave a pained yelp as one of the lightening bolts connected with his left wing, charring the paper-thin flesh and melting the feathers. He went into a tailspin, getting caught in the updraft from Smaug's own metal wings and being thrown away from from the dragon.

The runes on Ori's hands glowed bright with unnatural energy, his eyes rolled back so nothing but pure white orbs could be seen. Standing atop Smaug's back, he raised his hands like a lightening rod to the skies and called on every reserve of power he had stolen from Bolg. The power crackled over every inch of skin, lighting small fires along his clothing, and singeing the edges of his hair. Steam poured from Ori's eyes, the evaporated remnants of what should have been tears. He cried out one final time, a sound that was more a death howl than a sob, and called down the lightening.

…

...

A/N: I'm so sorry. *hands out tissues and chocolate ice cream*