I do not own any of the characters or The Hobbit (just the AU storyline and my OC) Those are the work of the esteemed and brilliant John Ronald Reuel Tolkien, and without his genius, this and many other fan fics would not be in existence.

Please review! I love getting them- they keep me encouraged! J

Warning- some war-related violence in this chapter.

Bilbo lay awake long after the embers of their small campfire had died, pondering Balin's words.

So that's why Thorin hates orcs so much, he thought to himself. They killed his younger brother, and his grandfather, and made his father go missing in grief.

He had been quite annoyed at the two mischievous lads when they teased him about an orc ambush on that hill so long ago, but even then he thought Thorin's rebuke had been rather harsh. Now he finally understood.

He had read many tales of adventures in his vast library at home. Tales of knights rescuing maidens held hostage by fierce dragons, tales of vast wars in which heroes saved the day, tales of lands mystical and enchanting and mysterious. Tales of elves and lost loves, tales of lights put out and shimmering jewels. Orcs, trolls, goblins, wargs, even dragons- just devices in a story, no more threatening than fairy dust.

Or so he had thought, before a certain wizard said good morning to him nearly 4 months ago. This quest wasn't a mere adventure. An adventure is something one would read in a book by the fire of an evening, in which heroes were never in any real peril, and only the villains perished as a result of the hero's valour. No, this quest was very serious, and not even life was sacred. His thoughts turned toward the dragon.

Furnace with wings. Flash of light, searing pain, then poof! You're nothing more than a pile of ash.

Bofur had been joking, right? Even if the joke had been in poor taste and caused a certain hobbit to faint. Now Bilbo's thoughts and eyes turned toward the mountain in the far distance he had seen from the back of the eagle, though he could not see it anymore.

If things such as orcs were far more deadly than he could have ever imagined, how much more so a dragon?

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Thorin sat beside Fili, also unable to sleep. His hand stroked through the golden hair as his mind filled with memories that he had suppressed long ago.

Unbeknownst to his brother, he had been trying to convince his father and grandfather to let Frerin fight in the coming battle for over an hour. The voices of the royal family were heated, though they were careful to not allow their words to carry to the rest of the encampment.

"Father, please!" Thorin once more argued. "I know Frerin is young still, but he is of age, and he is ready."

"He is only forty-eight! Little more than a child!" Thrain replied, his face growing red from suppressing his anger. True to his lineage, the crown prince was impossibly stubborn, but just this once Thorin wished he would reconsider.

"Father, I know he was still in the beginning stages of training when the dragon took Erebor, but you should see him now," The younger replied. "He has trained every night, even after an entire day's march and working at the forges until after dark. He has refused to lay his sword down, and practiced with it every spare minute that he could!"Thrain breathed out a sigh of frustration, before laying his hand on his eldest son's shoulder.

"He is not ready for the carnage of battle," The crown prince replied. "It is not like tales you have heard since childhood. It is bloody, dangerous, and can make even experienced warriors go weak at the knees, or worse- fall prey to madness right in the heat of it, when courage is needed most."

"He won't, Father," Thorin argued. "He's strong, and he's of the line of Durin. He's not afraid to fight. And he's slain orcs before." Thrain shook his head.

"Those were mere skirmishes," the elder stated. "Small groups of desperate, half starved orcs attacking those who did not place their tents and wagons near enough to the group. That was NOTHING like a battle!"

Thror stood with his back to the disagreement, fiddling with the ring on his finger. It was a gem set in bright blue and inlaid with the finest gold- a relic passed down from days of old, ever since their kin dwelt in Khazad-dum.

A ring of power, that's what Celebrimbor told Durin III, back in the days when the elves of Hollin and the dwarves of Moria lived in harmony. This ring allowed Thror to amass great wealth- for who could argue the beauty of the finest treasure horde in all of Middle-earth? His eyes sought the map of Kheled-zaram and the east gate of Khazad-dum lying on a makeshift table next to him.

If this magical ring could amass such a beautiful pile of gold, why not mithril? That precious metal was only to be found in Khazad-dum, which was now overrun by orcs. He closed his eyes as his fingers trailed over the ring, imagining himself in a treasure room filled with mithril- twice the size of his in Erebor, if not bigger.

Clad in full armour of mithril, the silent sentinels would stand over carefully sorted piles of treasure, the like of which had not been seen in Middle-earth before. The mithril ringed mail would be in one pile, inlaid in the finest diamonds and rubies, and there would be a specific set inlaid with sapphire, one for each member of the Royal family.

Another pile would hold necklaces, their chains fine mithril inlaid with spirals of gold, and bearing precious gems at the ends. Next to it, the bracelets and earrings and golden earcuffs inlaid with mithril designs and emblems. There would even be great swords of mithril, with gems inlaid in hilts of spun gold.

All around the gigantic hall, vast piles of treasure would reach even higher than the great ceiling of Dwarrowdelf, the ancient dwarf city wrought by Durin I himself. Each one would have a sentinel standing guard, and there would be lamps with oil and bright, exposed flame surrounding it all and glinting off of the gold, the jewels, the mithril, making them shine so much one could see their reflection in them.

And every single dwarf in the halls of his fathers would be ordered to spend each day in the forge, making more and more beautiful jewels until the wealth of Moria would be as famed as none other, and it's grandeur would surpass even the halls of Mahal himself.

The argument behind him reached his ears once more, and as the vision before him faded, the king of Durin's line spoke up.

"Frerin will fight."

Thrain and Thorin's argument came to a complete standstill as the elder turned around. He eyed them both in turn, before opening his mouth to speak again.

"We need every able bodied male dwarf who can bear arms to be made ready by dawn. I will not rest another day until Durin's kingdom is ours."

Thorin was about to smile in victory, until he noticed that same odd gleam in his eye that he had in Erebor, the one he would only have when he looked at gold and riches. An unsettling feeling settled within the pit of his stomach, but he could not put a finger on it. But his grandfather and king had spoken, and it was done.

Frerin did indeed fight in the battle the next morning, along with every other able bodied male dwarf as the King commanded. Far too many of those who fought hadn't even yet come of age- even his cousin Dain was merely 32. And as Thror's severed head was held aloft, the hearts of many quailed, and those whose hearts were filled with fear ran.

The orcs cut them down faster than they could get away, throwing them over cliffs and severing anything they could get their hands on- beards, heads, arms, legs. Teeth gnashed, claws tore, blood flowed. It was complete and utter carnage.

Thorin stared in shock as his grandfather's head bounced toward him, resembling a filled pig's bladder that children often played with. Words written in the cursed black speech were carved into his face, the look of shock still evident though his eyes were unseeing. Thorin looked up, screaming his anguish, when his eyes met Azog, the great white orc who led the battle on their enemy's side.

The cruel being merely smirked, declaring loudly in broken Westron that he would wipe out the line of Durin as surely as he had their king. And Thorin saw red.

Charging his newfound foe, the dwarf prince fought like he never had before. Rage filled his veins and red stung his vision. The giant orc was a formidable foe, but nothing could match the rage Thorin felt, and before he knew what was happening he let it consume him. He began to be overconfident, when Azog twisted his mace and sent his sword clattering to the stone behind.

Eyes wide with panic, the young dwarf prince deflected the next blow with his shield, which was also ripped from his hands. Looking around in desperation, he spotted a thick oaken branch, a smaller broken branch protruding from the side. Picking it up, he held his right arm behind it for support as blow after blow of the orc's mace fell upon it.

Suddenly the force of the blows swept him off his feet, and the young prince landed hard on stone. Azog yelled, swinging his mace around toward the prince's head, but Thorin was ready for it. Grasping the hilt of his sword, he yelled in turn, swinging it towards the descending limb and severing it.

Rising to his feet, Thorin looked the falling orc in the eye as black blood spilled from the severed arm. Quickly Azog's guard came and drug him into the gates, his army moving quickly between their general and the dwarf army and regrouping.

The young prince quickly glanced around, and Balin cried out to him, telling him that Thrain had gone missing, and asking him what they should do. The dwarf army was still retreating, but the blood burned hot within the heir of Durin's heart, and with a loud cry he shouted.

"DU BEKAR!"

The retreating dwarves turned around, hearing the cry of their prince above the clamor, and found their courage. With Balin and Dwalin at his back, he cried out again, along with the army of dwarves, and together they charged, cutting down orcs as quickly as their weapons reached them.

And finally, it was all over. But there was no feast or song- their dead numbered beyond the count of grief. All of the warriors save Dain who were not yet of age had been slain, their bodies marred by orc bites and scrapes, with chunks of flesh torn out and beards ripped off on many.

As Thorin moved to stand on a rock above the bodies and survey the now eerily quiet landscape, the message came.

Frerin was dead, and Thrain was nowhere to be found.

His brother was dead.

As Thorin brushed Fili's golden hair, same in look if not in color to his own, his heart constricted. Tears sprung to his eyes as he thought of what the lad had lost.

His brother, his best friend, his confidant. Another soul lost to the halls of Mahal before their time, and all because Thorin had said Kili could come. The same mistake he made with Frerin so long ago.

"Oh, Fili," he whispered, tears falling into his beard in the still night. "I'm sorry. I'm so sorry."

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A response to guest reviewer Kaia: You're welcome! I had one of those I-feel-rotten-and-exhausted-so-the-only-energy-I-have-is-for-writing days :) So is that awesome job on the chapters or on updating three times in one day?

Thanks to all who review, favorite, and follow- I can't believe how awesome you are! :D :D :D