You would think, that the thick stone walls of the fortress would keep away the wind, that it would be warmer, even just a little. But it wasn't, the air was bitterly cold in the dungeons, like there was something evil creeping through the hallways, draining away all the warmth. It was colder than it had been in the forest. Kili's breath came away like smoke and he shivered uncontrollably. As he sat, his knees drawn right up to his chest and forehead buried in his arms, his body rocked back and forth like a frightened child caught in a thunderstorm. That's how he felt, alone and vulnerable. A prisoner doomed to rot in that cold, dark cell. He dug his fingernails into his arms, cold skin numbed to the pain, and dragged in a ragged breath. Where was he? What was this place? And what made it feel so hopeless and evil? His body stopped rocking and his head snapped up as he heard a loud rattling upon the cell bars, the sound bouncing of the walls. Outside the cell two orcs stood sniggering, tapping and scraping their scimitars against the iron bars. Their eyes shinned like cats' in the dark, one set yellow, the other a slimy green. The orc with the green eyes threw a large stone into the cell, Kili flinched as it hit the wall mere inches away from his head. The orc leaned forward, and observed him ravenously.

"I bet you would taste nice." He said, rolling his tongue across his lips. "I've never tasted dwarf before." He pointed a bony finger at Kili, who reached for the stone and propelled it at the creature, striking him on the shoulder. The orc growled and flashed his weapon threateningly, hitting it hard against one of the bars. "Be glad that you are in there!" He screeched, "Or I would slice your belly open!" Kili glared at him, meeting the orc's harsh stare, his jaw firm.

"Come on, Nurz." The other orc said, pulling his shoulder. "There's no point." Nurz grumbled something in black speech beneath his breath and flashing one more hateful look, they disappeared. Kili released a long, shaky breath, which he felt like he'd been holding forever. He listened to the orc's heavy footsteps disappear down the hallway, hard leather boots clomping and dragging, and stared at the stone that he had thrown.

Kili got on his hands and knees and crawled across the cell, listening carefully to his surroundings. A crow cawed from somewhere above him. He reached through the iron bars and grabbed the stone. He felt its weight in his hand. It was big and heavy, flat one side and with a rounded point at the other. He gripped it tightly. Kili's eyes flicked up, his brows knitted together in a hard glower, light from a crack in the ceiling flashing in his brown irises. He shuffled back to the wall and hide the stone behind his back.


How long the company had been walking they didn't know. There was no way to tell. The air around them was thick and murky, they longed to breath in fresh air that was clean and didn't make them feel tired. It hadn't taken long for them to start feeling the effects of the sick forest, before it stared finding its way into their mind. It was as though the ground beneath them was shaking, thick tree trunks bending and swaying unnaturally. It had been a task indeed to remain on the path as it twisted and turned, sections buried beneath dirt and leaves. As the company walked, ducking under low branches and hang vines, Dwalin tapped his axes on the ground, listening to the hard knock of the stone path, guiding them forward. But there came a point when it seemed the path had disappeared altogether. There was no sound of metal on rock, no hard ground underfoot. The path had stopped at a sheer drop. They had wandered aimlessly, drowsy eyes searching the gloom for the trail, to, it seemed, no avail. Fili had slumped down upon a tree stump with a groan. Thorin eyed him warily as he had been since they had entered beneath the trees. He hand walked beside him all day, watching him from the corner of his eye. Until now, nothing seemed offbeat.

"Are you alright?" He asked, Fili had his head buried in his hands.

"The air, it's so heavy." He breathed, voice muffled by his palms. "It's just making me tired, I'm fine." Thorin rested a hand on his nephew's shoulder and patted it gently.

"Once we find the path again, we will rest." He offered. Fili nodded. Thorin looked about him at the dingy trees, "hopefully we will be out of this place soon." He prayed that this was the case, he felt uneasy here, like they were being watched by something unkind. It would be better, he felt, if it was not so gloomy and silent. If there were even birds, or slivers of golden sunlight. He sighed and moved to regain the search for the lost path, eyes keenly searching the ground and kicking away the fallen leaves for any hint of a stone track.

Fili had his eyes closed and dragged in long, deep breaths of the musty air through his fingers. The air was suffocating and made him feel dizzy. This forest was odd. Bilbo had been right, this forest did feel diseased. It looked diseased. The usual greens and browns of trees were overridden by and unhealthy and dull grey. Everything seemed to be rotting around him. It put him on edge, he felt like its stillness was a trick, concealing a hidden enemy which observed them from the shadows.

"Fili!" The blonde's head snapped up, eyes wide and staring into the treeline. That voice. "Fili! Help me!" It couldn't be, it couldn't be. His heart began hammering in his chest as he jumped to his feet. "Fili, please!" The fear, the pain, the desperation in that trembling scream, a voice he knew. A voice he would know anywhere.

"Kili!" Fili called, "Kili!" His shouts echoed off the grey trees, resonating in the gloom of the forest. Fili's chest rose and fell sharply, eyes frantically looking around him, trying to find where the call was coming from.

"Fili!" The moment the shrill voice cried out again Fili grabbed his swords and dashed forward into the trees, following the desperate shouts. He ran faster than he could ever recall running, every impulse sending him shooting forward and away from the company. Fili's mind raced; Kili was calling him, he was here, here in the forest. He pushed thin branches out of his way as he blindly ran deeper into the forest, not thinking about the fact he may not find the company again, he had already strayed too far. Fili slashed at a low hanging branch with his swords, cutting it down in a cloud of dust and splinters. The branch hit the ground with a thud, dirt and dead leaves being propelled away. The call came again, louder this time, nearer. Fili half-jumped-half-fell over a fallen log that was concealed beneath layers of moss and brown leaves. He landed unsteadily, almost tumbling to his knees. He took a moment to regain his balance. And then he saw him. Kili. Stood in a small glen, leaves slowly drifting to the ground around him, and a dim white light shining down on him from behind. Fili almost fell to his knees, a strange noise like a dying animal escaping his lips. He dropped his swords to the ground and they landed with a clatter.

"Ki…Kili?" Fili wanted to run to his brother, to take him in his arms and never let go. To look into his brown, living eyes, to hear his breath, to feel his heartbeat. But he felt glued to the spot, like the roots of the trees had reached through the ground to hold him where he stood. He reached a hand forward but Kili simply stared at him, lips curling in a look of loathing which froze Fili's heart.

"So now you come?" Kili snarled. His eyes were dark and his face was ghostly pale, framed with messy raven hair and half hidden in shadow. But there was no hiding his hateful and angry expression. Fili frowned, his brother had never looked at him in that way.

"What? Kili … I …" Finally Fili managed to release his feet and he took a staggering step forward. But Kili shook his head and moved back.

"It's too late." He said, the white light shone brighter from behind him. "Where were you? I needed you." Betrayal laced itself in Kili's words and hurt filled his eyes. Fili opened his mouth to speak but the words didn't make to his lips before his brother spoke again. "How could you leave me? How could you abandon me?"

"N…no, Kili. I tried, I…I swear, I tried to make the eagles turn." Fili stammered moving closer to Kili who watched him cautiously, like an animal staring at a hunter. "I would never leave you."

"But you did!" He snapped. "I waited for you to come, and you didn't!"

"We did … I … Kili please."

"You left me alone to die!"

"No, I would never."

"You were my brother and you left me to die!" Kili's voice was loud and full of rage, face scrunched in fury and betrayal. Fili had never seen his brother like this, it wasn't right. It made his heart hurt. Kili hated him, he could see it in his eyes. He tried to think of something to say, anything to assure the brunette that he would never do any of that.

Then Kili's eyes grew wide with a gasp and his hands went to his throat, nails digging into his skin and blood began to gush through the gaps in his fingers. It soaked his forearms and began to flow down the front of his blue coat and onto the floor. With a spluttered cough, more blood pouring from the sides of his mouth and rolling over his chin, Kili fell to his knees. Fili couldn't move, he was frozen again, eyes wide in horror and mouth hanging open. His brother was choking, his brother was dying in front of him and he couldn't move! Kili's eyes met his brothers as he continued to choke on his own blood, every attempt to breathe resulting in harsh, clogged coughs. Then he collapsed forward, hitting the ground with a harsh thud. He lay silent and still. With a broken scream of anguish, Fili fell to his knees and crawled forward, his knees pulling through the dirt and leaves. He reached forward and rolled Kili onto his back, falling back with a cry at the sight. He covered his mouth as a sobbed escaped him as he looked upon Kili's dead body, at his eyes, glazed over and unseeing, and the blood that still dripped from his mouth, leaving red trails down his pale grey skin. Fili's eyes squeezed shut, the image of his baby brother's lifeless body burned onto the inside of his eyelids. He knew that he'd see it every time he closed his eyes, every time he looked into the darkness. How could he have let this happen? Another sob wracked his frame as he opened his eyes again. He went to pull Kili close, to arrange his matted air, to wipe the blood from his face, but he was gone. Where his body had lain just moments ago was now just an empty space, not even the leaves seemed to have been stirred.

"You left me!" Came Kili's voice. Fili's eyes flicked around him, but there was nothing but stillness and darkness. "Left me to die!" Fili shook his head frantically.

"No. No, I didn't!" He yelled into the trees.

"You abandoned me!" Fili screamed and doubled over where he was knelt, pressing his hands over ears, trying desperately to block out the voice that seemed to be coming from all directions.

"I'm sorry!" He cried, tears rolling down his cheeks and into the dirt.

"You left me!"

"I'm dead because of you!"

"How could you?"

"You were my brother!"

"You abandoned me!"

Thorin had left Fili for less than five minutes before he began desperately yelling his brother's name and running away into the trees, being swiftly swallowed up by the gloom. Thorin had tried to call him back, but his nephew had carried on without even glancing back. The king's heart fell, the air had got to him at last. He had hoped that he would be unaffected, that perhaps his mind still remained strong, but as he raced away, pursuing something that the rest of the company could neither see nor hear, he realised that this was not the case. Thorin hadn't hesitated to chase him, ordering Dwalin, Bofur, Gloin and Nori to follow him and for the others to remain exactly where they were. Fili had run fast, he was already out of sight, shadows of the forest creeping in from beneath the tree trunks. They had called for him, eyes searching for him. For a moment, Thorin feared him lost to the forest, his mind racing and fists trembling at his sides. But then, echoing through the trees, came a hollow, shattered scream. It was not of pain or fear but was alarmingly reminiscent of the scream that had broken from Fili's lips the night he had heard of his brother's cruel fate. And with that, the five dwarves dashed forward again, weapons drawn. It didn't take long to find him completely alone, swords dropped some meters away, knelt on the ground with his forehead inches away from the forest floor and his hands clamped over his ears. His blonde hair hung loosely around his face, but they could see that his eyes were squeezed tightly shut and his face was red. He was speaking something with a trembling voice.

"I'm sorry. I'm sorry. I'm sorry." He repeated, his body rocking slightly. Thorin moved forward, the others lingering where they stood. He put his sword on the ground and knelt in front of his nephew.

"Fili?"

"I'm sorry. I'm sorry." The blonde sobbed. "I'm sorry. I'm sorry."

"Fili, it's alright. Look at me." Thorin pulled Fili's hands from his ears and placed his own beneath his chin, tilting his head up so that they were looking at one another. Thorin's posture slumped at the broken look on Fili's face, at the glistening tears that were rolling down his cheeks. Sorrow so evident in his distressed blue eyes.

"H…he blames me uncle." He sniffed, "For his de…death. Ki…Kili thinks I abandoned him to die."

"No, Fili." Thorin said firmly, shaking his head. "No, he doesn't"

"He does, he told me." Thorin sighed and pulled his nephew into an embrace. Fili buried his face in the fur of his coat.

"It wasn't real," Thorin soothed, running his hand over Fili's blonde hair. "It was an illusion, that is what this damned forest does." He felt him shake his head. "Kili knew you loved him, he knew you would never do that to him."

"But I did," Fili sobbed, "and he blames me. He blames me."


Kili was drifting in and out of sleep, part of him desperate to rest and another part demanding he remain awake. He was almost afraid to fall asleep there. It had been slowly growing darker, the shadows had begun to slither closer and engulf the dungeon. And with the darkness came more bitter chills, blowing around him like a wind, even though there was no breeze at all. He wondered how long he had been sat there in that cold cell, night hadn't fallen yet, no matter how close it was creeping upon him, so it could have been no more than a couple of hours. Five, six maybe. All he knew was that each hour, each moment felt like an eternity. Time had no meaning here, it just crept sluggishly past. It was when Kili was about to drop briefly asleep again that he heard the footsteps, echoing off the walls as they descended the staircase. He looked up to see Gurlak and Murg approach the cell. He glared at them from where he was sat, straightening his legs as Gurlak placed the key in the lock and opened the door. It made the same high-pitched screech as before.

Murg hovered outside as Gurlak approached, black metal shackles in his hands. Kili frowned at the irons and reached his right hand around his back to take hold of the large stone he had placed there. He straightened his shoulders and as the one-eyed orc reached down to grab him, Kili lunged forward with a growl, feeling a new energy overwhelm him, and brought the rock down onto the side of his head. Gurlak let out a cry and dropped the manacles to the ground as Kili hit him again, the orc's black blood splattering across his face. Adrenaline surged through Kili's veins as he brought the rock down with a force that surprised even him. His fighting spirit returning to him in a fiery blaze of white hot rage. All those days and nights of being beaten and dragged like a filthy animal, of being tortured and humiliated, playing on his mind and compelling him to continue his assault on the orc that he hated with a burning, furious passion. Behind him he heard the sound of hard boots approaching and spun to see Murg rushing into the cell, scimitar raised above his head. Kili threw the rock, missing Murg's head by no more than an inch. With a wild flash in his eyes, Kili sprang forward, effortlessly dodging Murg as he brought his weapon down, the blade whistling through the air. As Kili crouched to avoid getting struck, he kicked Murg's legs from beneath him, sending to orc sprawling to the floor. He moved forward, and pressed his foot down against his wrist, twisting his boot until Murg's grip around his scimitar loosened enough for Kili to snatch it up and drive it through the orc's skull, the blade piercing between his yellow eyes with a sickening crunch. He didn't have time to think before he heard Gurlak running towards him with a loud, angry growl. Kili pulled in a deep breath and spun around, plunging the scimitar into his chest as the one-eyed orc went to seize him, arms outstretched and body arched forward. His remaining eye opened wide as he gazed down at the blade, a sound much like that a beaten dog would make escaping his lips. With a snarl, Kili twisted the blade, Gurlak gasping and coughing, blood dripping down his chin. Kili's lips pulled back in a sneer.

"You should have gutted me when you had the chance, orc." He said in a harsh, growling voice. Then he pulled the weapon out of Gurlak's chest and watched, with grim satisfaction, as he crumple to the ground.

For many moments Kili simply stood frozen to the spot, shoulders rising and falling as he sucked in quick, panting breaths. He looked down at the bodies, fists clenched so tight around the handle of the scimitar that his knuckles had turned white. Now what was his plan? He'd killed them and Azog would surely return the gesture when he discovered what he'd done. He couldn't just stand there, he had to go. He had to run. And he did, fleeing from the cell, down the hall and up the stone staircase, the energy from what he had just done overwhelming him until he could feel none of the pain from earlier. The adrenaline had numbed him to it. As he reached the top of the stairs, he slowed his pace so that he was creeping along the next passage, left shoulder brushing up against the wall. He listened closely to the sounds of the multiple chambers that ran off in opposite directions as he tried to remember which one he had been marched down to get to the dungeons. They all looked the same, but he recalled turning left before he met the stairs, which meant he was to turn right. He glanced back quickly before moving on, walking as quietly as he could. The hallway wasn't as long as he remembered, the grey light at the end got quickly larger and brighter and he was about to step into it when he heard the sound of orcs talking to one another in Black Speech. He knew he had to keep going if he had any chance of escape and so he darted forward, taking the three orcs – who had been sat huddled on stone slabs – by surprise. They hardly had time to grab their weapons before they fell to the floor, feeling the sharp stab of the stolen scimitar. They squealed and screeched as Kili drove the blade into their stomachs, kicking them to the ground and leaving them where they lay. But they had been heard and more orcs came running, already armed and ready to attack. They spilled out of holes in the walls like insects, appearing out of the darkness like shadows. There must have been over two dozen of them Kili managed to strike down the first two before he found himself enveloped in a semi-circle of cackling, growling orcs who began closing in. He was soon being pushed backwards, taking small steps away from them, the scimitar in his hands feeling useless. His heart thundered in his chest. This was a mistake. Why did he do this? What did he think was going to happen? That he'd be able to escape this fortress unseen? You fool, Kili, he scolded himself.

Suddenly the heel of his left foot met open air and he almost tumbled backwards, catching himself at the last moment. He glanced down, heart stopping in his chest with a crash against his ribcage and his breath leaving him in a gasp. Orcs. Hundreds. Thousands. More than he could ever count, all congregating in a cavernous hall below him, each with flashing weapons raised and pointed at him. Each one battle scarred and fierce. Wargs snapped and barked and howled at each other, batting one another with huge paws and sharp knife like claws. There were so many. Enough to build an army. An army to overwhelm and destroy. Kili dropped the scimitar with a clatter on the stone floor as he was kicked to his knees and dragged backwards with a yell. He was thrown to the ground and the orcs circle around him, eyes glinting and weapons all pointed threateningly at him. One lunged forward and brought his sword down. Kili rose his arm to protect his head, the blade cutting the side of his forearm. With a cry of pain, he pressed his arm against his chest, watching as the orc raised his sword again. Kili held his breath and squeezed his eyes shut, waiting for the weapon to come down and send him into an eternal nothingness.

"Stop!" Came a growled call. The orcs fell suddenly silent. Kili opened his eyes, the blade froze in the air inches above his head. He swallowed hard as it caught the light and shuffled away from it. He looked up to see Azog striding towards him, anger and disgust on his face, the orcs moving out of the way to let him pass. Azog crouched before him, icy blue eyes boring into him. "You killed my second in command." He growled. Kili said nothing. "Yet up." The orc reached and grabbed his injured arm, making sure to have a tight grip around the fresh, bleeding wound. Kili bit back a whimper and he was hauled to his feet. "You are coming with me." And he was dragged forward, the orcs watching him as he passed, cackling to one another and jeer at him.

Kili didn't attempt to struggle and he was pulled into a large, open chamber. Broken walls rising high on each side and dim, stormy light shining down on a long walkway which stopped in the middle of the cavern. It was here that Kili was thrown to his knees, landing with a thud and legs stinging with the impact. Azog did no more, he walked away and left Kili were he was. Kili watched him disappear with a fear in his gut. He felt cold and anxious, he could see his breath come away as though he was in the middle of a bitter, snowy winter. Something was watching him, he could feel it. Something evil was with him. His eyes flicked nervously around him, shadows crept along the ruined walls, slithering like black serpents. Suddenly there came a whispering, a ghostly voice that didn't seem to have a single source but seemed to be coming from all directions. It was talking in Black Speech and was slowly growing louder and louder until it felt like whoever was speaking was doing so straight into his ear. The one of the shadows on the wall moved, spreading across the stone and increasing in size until it appeared to jump forward to hang in open air. Around it the light seemed to be swallowed up, being sucked in and consumed. Kili felt froze to the spot, like the freezing air had turned him to ice. Then the shadow began to warp, its shape changing until it became somewhat similar to a figure. Kili could see the shapes of shoulders, a head upon a long, thin neck, and two arms hanging down past a square torso. The words were getting louder until they were like screams. Kili pressed his hands against his ears but he could still hear it inside his head, Black Speech echoing around in his mind. He started to feel dizzy and the world around him begun to tilt and sway as the shadow got closer. Suddenly, as his vision became blurry and dim, he could understand the voice. And as he crumpled to the ground, darkness overwhelming him, it spoke again.

"You are mine now."


-A/N-

Two chapters in two days as promised! Boy this was quite a long chapter. There was so much to fit in!

Oooh, I was cruel here. Sorry Fili *hugs* it'll get better.

I wanted to give Kili a BAMF moment before it all went to hell again and he met the Necromancer. Dun dun DUUUUUUUN! That's not good at all! (Also I really wanted to have Kili kill Gurlak.)

I hope you enjoyed reading this! Leave me a review and let my know what you think!