Author's Note: Hello all. So I figured out that one reason was misbehaving for me when I tried to upload this chapter was because of my adblocker. Once I figured that out, it was a piece of cake to get this chapter formatted properly. Hope you all enjoy!

Warnings: This chapter covers the Battle of the Five Armies, and as such, there is (relatively) graphic violence, and Gwyn has a bit of a foul mouth in this chapter. :P Without further ado, onto the story.

Disclaimer: If you recognize it, it's not mine.


Gwyn woke up the next morning feeling more rested and refreshed than she had since before the Company left Lake-Town. As she stretched, she cast her eyes about for Fili and Kili, but she could not see them, nor indeed could she see any of the others.

"If Little Princess is looking for the dwarves, Little Princess will find them in the armory," Rorka coughed from her perch above Gwyn.

"Thank you. Would you mind leading me to the armory? I've not been there before," Gwyn said, standing.

"Of course Little Princess. Follow Rorka," the raven said, before flying down a side corridor. Gwyn followed Rorka through several twisting corridors and down two flights of steep stairs, before she could finally hear the voices of the men of the Company floating from a large room at the end of a dark hallway.

"Thank you Rorka," Gwyn said, walking toward the noise. The only response was the flapping of wings as Rorka flew back to rejoin her flock until Gwyn needed her again.

"What are you doing down here?" Gwyn asked, announcing her presence to the men.

"The ravens bring reports of a large army approaching. We are arming ourselves in case they mean us ill," Fili said, as he made his way toward Gwyn.

"Thorin has already sent word to the Iron Hills. Let us hope they arrive in time," Balin said.

"Did the ravens mention the size of the army?" Gwyn asked.

"No, only that it was large, and coming from the south," Kili answered.

"Did they happen to be coming from the direction of Lake-Town, by any chance?" Gwyn guessed.

"Indeed, that's what the ravens said," Balin answered.

"There is no need to arm ourselves then. According to Rorka, Lake-Town took heavy damage from Smaug before he was slain. They will most likely be looking to us for help, not war," Gwyn said.

"But if it is just the Men from Lake-Town, why did the ravens report a large army?" Ori asked.

"The elves of Mirkwood were close trade-partners and allies with Lake-Town. The Men most likely called on them for aid," Gwyn said, omitting the fact that the elves had probably been on the move toward Erebor since the dwarves were discovered in Lake-Town.

"If the Men and Elves are allies, why would they turn to us for help?" Thorin asked, joining the conversation.

"It could be because Thranduil is a prick and turned the Men away as he turned you away when Erebor fell," there was a low murmur of agreement from the men of the Company, "or perhaps the Men wish to build an alliance for the future," Gwyn said with a shrug.

"Well, they shall have none of our gold," Thorin said vehemently, "not while they treat with Thranduil and his ilk!" Gwyn rolled her eyes and tried to moderate the tone of her voice when she next spoke.

"The Men of Lake-Town have just lost their home to a dragon. Surely you can empathize with that? Remember how it was when you sought aid from Thranduil and he ignored your plight? Would you do the same to the Men, who showed us kindness and gave us shelter when we needed it? Or would you prove yourself to be a generous king, one worthy of the loyalty of his people?" Gwyn asked.

"Gwyn is right, Uncle. And besides, think how it will stick in Thranduil's craw, that we would readily give our aid to the Men, when he would do nothing for us, nor for them," Fili said, as Kili nodded his agreement.

"I shall think on it, if indeed that is what the Men want, if only to see the look on that tree-shagging bastard's face should I consent. No doubt Thranduil has been poisoning the minds of the Men against us," Thorin grumbled.

"All the more reason to be generous toward the Men, so that they will see the falsehood," Balin said. Thorin nodded curtly, acknowledging the others' points. Taking the dismissal for what it was, the Company dispersed within the armory. Fili, Kili, and Gwyn splintered off from the rest of the group, seeing a pile of plate armor that looked from a distance to still be in serviceable condition. As they sifted through the pieces, sorting them into smaller piles based on condition, type of armor, and size. Gwyn was surprised when she found a cuirass and pauldrons that were designed for a woman, and they were etched with the same design as the rest of her belongings. She set them aside to examine further later.

"How are you feeling today, pundurith?" Kili asked quietly.

"Better. How is Thorin?" she answered.

"It's hard to tell. After you left, Balin went and talked to him. He seemed fine, until the ravens brought word of the armies amassing, then he brought us all here to arm ourselves," Fili said.

"Has he mentioned the Arkenstone at all, today?" Gwyn asked.

"No," Fili said.

"That's a good sign, I think," Gwyn said, "we'll just have to see how he handles the Men and elves when they arrive. That will be the real test of his fortitude against Thror's sickness," she finished.

"Indeed, but what if he denies them?" Kili asked, brows furrowed.

"I'm sure we can cross that bridge if we come to it," Gwyn said, grabbing her princes' hands and giving them a squeeze.


It was a further two days before Rorka flew into Erebor with the warning that the elves and Men were massing outside the main gates. In that time, Gwyn and the others had lightly armed themselves, just in case, but Thorin had shown no further signs of looking for the Arkenstone or his gold-sickness, other than commanding the Company to build a barricade at the main gate.

The Company stood on the ramparts, looking down at the armies of elves and Men. They were arrayed in armor they had found in the armory, and Thorin wore his grandfather's crown. Even Fili, Kili, and Gwyn wore circlets denoting their ranks as princes and princess of Erebor. As the Company looked down at the armies, Thranduil and Bard rode forward, Thranduil on his elk and Bard on a large white horse.

"Thorin, son of Thrain, King Under the Mountain, will you treat with us?" Bard called up.

"I will not speak to anyone who comes to my gates with an army!" Thorin shouted back. Gwyn cringed at the direction the encounter was already taking.

"We do not come for war, we come only to seek promised compensation," Bard responded.

"Promised compensation?! Those promises were forced out of us for the sake of my nephews' wife! We bargained for her freedom!" Thorin roared. Before anyone else could interject and escalate the situation even more, though, Gwyn cleared her throat loudly, while giving Thorin a pointed look. To her surprise and relief, he acknowledged her look with a small smile.

"However, my niece has reminded me that my people have known what it is to be homeless because of the dragon, and what it is like to seek help from those who would turn your people away, to face starvation. You shall have enough gold to rebuild your livelihoods, and your town," Thorin said. There were snickers amongst the dwarves at the look of shock spread across Thranduil's face.

"I thank you, King Thorin, on behalf of myself and my people! We are grateful for your generosity!" Bard replied, a wide smile spread across his face. Then, he and King Thranduil turned their horses, to lead their hosts back to the ruins of Dale, where they had set up camp. As they were riding away, a large raven, possibly the largest Gwyn had ever seen, winged his way to Thorin. Thorin obligingly held out his arm as a perch for the large bird.

"What news have you, Roäc, son of Carc?" the dwarf asked.

"The one they call the Ironfoot will arrive within the hour, Dwarf King," the old raven rasped. Thorin then turned to Gwyn, one eyebrow raised.

"Well then, Gwyn. What do you propose I tell my cousin Dain, whom I summoned to help defend Erebor against Thranduil and Bard, when he arrives to find that we are not at war with the elves and Men? Shall I tell him to return to the Iron Hills?" he asked.

"We will still need the help of Dain and his army, if only to help clear the rubble from Erebor to make it habitable again," Gwyn answered, pausing in her answer when she saw the sun flashing off the white feathers of Rorka's wings as the white raven sped to where the Company was gathered. "Although, I suspect we may still need them in a military context, if Rorka's bringing me the news I expect she is."

"What news might that be, mizimel?" Fili asked.

"We'll find out when she gets here. I don't want to speculate," Gwyn answered.

Sure enough, when Rorka alit upon Gwyn's outstretched arm, she brought news of two orc armies making swift approaches, one from the north, and the other from the south. Rorka also said that the armies would arrive on the slopes of the Lonely Mountain before the sun rose the next day.

"We should send word to Thranduil and Bard, to see if they will provide reinforcements, as a show of good faith in the new allegiance," Gwyn said. Thorin, miraculously, listened to the girl and sent Roäc to the two other kings to request reinforcements.

Before long, the rumbling of thousands of dwarven boots could be heard as Dain and his army arrived at the Lonely Mountain. When the army halted, one dwarf, riding a massive boar with gilded tusks and armor broke off to make a singular approach to where the Company was standing. When he got close, Gwyn could see that his red hair rivaled Gloin's for bushiness, although the new dwarf's hair was styled into a mohawk that showed through the top of his helmet.

"Dain, son of Nain, welcome to Erebor!" Thorin called. Dain bowed deeply, after he had dismounted.

"At the service of you, and yours, Thorin, son of Thrain, son of Thror, King Under the Mountain." Dain replied. Up close, Dain was a large, imposing dwarf, especially in his full plate armor.

"Now, Cousin, your message mentioned something of needing to teach some stinking weed-eaters a lesson or two about dwarves," Dain said, cracking his knuckles, and looking over his shoulder to the elvish and Mannish encampments.

"Actually, my lord, we have reached an agreement with the elves and the Men," Gwyn stated, not giving Thorin a chance to answer.

"And who are you, to answer for the king?" Dain asked suspiciously.

"She is Princess Gwyndolyn, wife of Crown Prince Fili and Prince Kili," Balin announced. Gwyn visibly started to hear the titles, but Fili and Kili each placed a hand on her shoulders and gave them a quick squeeze, which caused a small smile to tug at the corners of Gwyn's mouth.

"That doesn't answer my question about why she answered in the place of the king," Dain huffed.

"Actually Cousin, Gwyn was the one who brokered the alliances, so it was more her place to speak than mine," Thorin answered.

"So if you don't need my army to deal with the Men and the tree-shaggers, then I suppose I'm just to turn them around and go back to the Iron Hills?" Dain huffed.

"We will still need your help, Cousin. Erebor needs many renovations to make it livable again, after the Worm's extended stay. And we've received word from one of our raven scouts," here Rorka puffed up her feathers from her perch on Gwyn's arm, "that there are two orcish armies making their way here. We would gladly appreciate any help you could offer," Thorin said. Dain appeared to consider his options briefly, before he nodded and offered Thorin his hand. The two dwarf lords grasped forearms and knocked their foreheads together.

"My lads came prepared for a fight, and if we're not going to fight elves then we might as well fight orcs!" Dain bellowed. His army behind him roared in agreement, bashing their swords and spears against their shields. As the dwarves were finishing their display, Thranduil and Bard returned. The Elvenking raised an eyebrow at them as he rode past.

"Your messenger said you had urgent news. What is it you have news of?" Bard asked, when he and Thranduil had halted their mounts.

"Two orcish armies approach, one from the north and one from the south. Their numbers are too great for us, so we humbly request," there was a thump and a muffled yelp of pain, indicating that someone had been kicked in the shin or had his toes trodden on, "we humbly request your armies or whatever aid you can spare," Gwyn said.

"Do you know when the orcs will arrive?" Bard asked.

"Our scout reported that they should arrive by dawn tomorrow, perhaps earlier," Kili answered.

"And if we help you, what do you propose to give us in return?" Thranduil asked. Gwyn rolled her eyes at the excessive pride of both elves and dwarves when she could see the dwarves gearing up for a shouting match. Before either party could start arguing, Gwyn gave a piercing whistle.

"We don't have much time for negotiations of remuneration. We request you fight alongside us in a show of good faith, a show of hope for the future once Erebor is restored," Gwyn replied.

"How do we know that the dwarves will keep to their word if we help?" Thranduil asked. Gwyn mentally put her head in her hands, thinking The Elvenking is dancing a jig on my very last nerve. Luckily, I happen to know that I can happily take my frustrations out on several thousand orcs, who should be here within a few hours on the outside. Outwardly though, Gwyn merely gritted her teeth, and gave Thranduil a sickening smile.

"My lord, remember how I bested you, your guards, and your son in your dungeons? Do you not think, then, that I could get the dwarves to keep their word?" At the reminder of how he had had the small woman in front of him whipped viciously and she didn't cry out, or show any indication of pain, caused the pale elf's cheeks to color slightly.

"Very well. When the orcs arrive we shall fight alongside the dwarves of Erebor and the Iron Hills," Thranduil proclaimed. Beside him, grim as ever, Bard nodded.

"My people are fishermen, not warriors, but we will help nonetheless," the Man said.

"There should be extra weapons inside Erebor, although I don't think we have time to get them to the Men," Ori said, looking at the sun, which was just beginning to dip below the horizon.

"We have weapons in the Ruins of Dale," Bard answered, cracking a faint smile at Ori.

"If my news is correct, the army from the south, from Dol Guldur, will arrive first. The second army, from Gundabad, will arrive later, once we are tired." Gwyn said. The four lords each nodded, before agreeing to spend the night preparing for war.


The night was not a restful one, everyone was too worried about what the next day would bring. Gwyn spent the night in the arms of her lovers, knowing what the battle would bring, and trying to figure out a way to change it.

As the sun rose on the eastern horizon, the armies of the dwarves, elves, and Men gathered together on the Desolation in anticipation of the orcs. Soon, the ground began to shake beneath their feet, and many of the soldiers from each army looked around in panic. Gwyn however, just shifted her weapons in her hands, a look of grim determination on her face.

"What was that?" someone asked.

"Weirwyrms," Gwyn gritted out, "the orcs will be here soon." A frisson of expectant energy swept through the gathered armies as they prepared to meet their enemies.

Only moments later that the first wave of orcs came rushing out of the tunnels created by the weirwyrms. The orcs broke upon the first line, and more kept coming. Soon, the sounds of fighting and death filled the air. Gwyn's twin swords, Bramble and Thorn cut down orcs with every pass. The sounds of metal clashing against metal and the screams of the injured and dying rang in her ears. The smells of blood and filth and sweat filled her nose. Sweat ran into her eyes. She was glad she had allowed Fili and Kili to braid her hair especially elaborately, since she was sure it would be obscuring her vision, otherwise.

Even when she was fighting and cutting down enemies, Gwyn always kept a fraction of her attention on the dwarves of the Line of Durin. She saw Fili and Kili fighting together, and Thorin not far away. Then she looked toward Ravenhill, where the orcs of Dol Guldur had their signals. Gwyn fought her way over to Gandalf, and pointed the signals out to him.

"Gandalf, if we destroy those machines, we can cause chaos amongst the orc ranks. Can you contrive some way to set them ablaze? I know you wield the Flame of Anor," she gave him a wry look as she decapitated another two orcs, and stabbed a third through the belly. Gandalf returned her look, and added a wink, to show his understanding. Gwyn nodded sharply, before breaking away to fight alongside her princes.

Soon, true to his unspoken word, the great signaling machines of the orcs were in flame, collapsing into embers. Gwyn's grin was feral when she heard the confusion in the orcish ranks. She continued to cut them down, her movements becoming automatic. Parry. Thrust. Duck. Dodge. Repeat. She was getting tired, but she forced herself to keep going, running on pure adrenaline. Gwyn knew that with the signal machines destroyed, Azog and Bolg would soon make their appearances in the thick of the battle, so she resolved to keep an even closer watch on her Durins. She knew she was injured, probably in several places, but as long as she could keep fighting she would.

Some time later, Gwyn had no concept of time anymore, especially since clouds had moved in to obscure the sun, and snow swirled in the air, mixing with the bloody mud on the ground to make for treacherous footing, the orcs from Gundabad arrived. They poured in from the north, clogging the battlefield.

As Gwyn fought her way through the orcish reinforcements, she saw Azog closing in on where her princes and their uncle were fighting. Knowing what would happen if she didn't make it in time, Gwyn ran as fast as she could, cutting down any orc in her path, including Bolg. She united Bramble and Thorn after slaying Azog's spawn, creating her double ended sword. She reached Azog just in time, using her sword to block a blow meant for Fili. Without taking her attention from Azog, she told Thorin, Fili, and Kili to get back.

"Look at these dwarves, stinking of fear and hiding behind a woman," Azog growled.

"You fucking piece of shit! You'll not come near them, unless it is over my corpse!" Gwyn gritted back. The dwarves were shocked to hear her foul language, but they knew her, and they knew that Azog would be coming away the worse for this encounter. Fili and Kili fervently hoped that Gwyn would come away from this fight at all.

The two combatants circled each other, warily eyeing their opponent for openings. Gwyn swirled her double ended sword like a staff. Azog brandished the blade that had replaced his claw prosthesis. They feinted at each other, sizing each other up, although Gwyn got the distinct feeling that the pale orc was toying with her. He wanted to drag things out, to torture Gwyn, and Fili, and Kili. Eventually, Gwyn saw an opening in Azog's guard and she lunged for it, trying to thrust her sword through his belly. He parried easily, but Gwyn recovered from his parry just as easily, spinning out of reach. Orcs, Men, elves, and dwarves all stopped their fighting to watch Azog fight a girl who didn't even reach his chest in size. However, despite the size disparity, anyone and everyone could see that Gwyn and Azog were fairly well matched in terms of skill and ruthlessness. Gwyn took one of the pins that Fili and Kili had lovingly put in her hair before the battle and threw it at Azog, grateful that the elaborate hairstyle supported many of the dagger-like pins. The first pin cut Azog's cheek, blood streaming down his chin. The crowd around the two fighters gasped that Gwyn was the first to draw blood.

"Did you know, Bolg squealed like a frightened pig right before I cut his throat? I would have cut his head off and brought it to you, but I was in something of a hurry," Gwyn taunted. Azog roared his response, and Gwyn just grinned her feral grin again, because Azog started getting sloppy. She ducked a swipe at her head, which would have separated it from her shoulders, and while she was close to the ground, drew one of the knives sheathed around her thigh and sliced it across the back of his knee, severing the tendons. The great orc shifted his weight off his injured leg, and lashed out again at Gwyn. He had swung out with his mace, and he caught Gwyn in the ribs, which knocked her off her feet and sent her flying. When she landed, all the breath left her in a whoosh.

Gwyn struggled to her feet as Azog tried to skewer her on his blade prosthesis. She got out of the way just in time, managing to off-balance Azog. She took the opportunity presented to her, and Gwyn rammed her sword through Azog's chest, the tip of her blade emerging through his back. As Azog was gasping his last breaths, Gwyn drew him close, to snarl at him.

"You fucked with the wrong girl, and you paid the price, just like Bolg. You will not be remembered as the Defiler, you will be remembered as dying on my blade. Killed by a girl, and a tiny girl at that. How does that feel?" Gwyn got no answer. Azog was dead.

Gwyn kicked his body free of her sword, before swinging it around and cutting off the orc's head. She held the severed head aloft, and called to the orcs.

"Your leaders are dead and your numbers are decimated! You have seen the strength of Men, and elves, and dwarves! We will not falter and we will not fall!" Around her the dwarves, elves, and Men all let out battle cries, and set forth with renewed vigor to completely defeat their enemies. Fili, Kili, and Thorin made their way to Gwyn while Dwalin protected their backs, although that was less necessary, since the orcs were being chased into retreat. Just as they reached her, Gwyn collapsed, blood oozing out over her armor in numerous spots.