A few more of the wargs had caught up to the rest of the fleeing dwarves. Three of the wargs still had the woman cornered as she waved her sword in front of her; making them keep their distance away from her as they growled at her. The dwarves managed to kill a few of the wargs that were chasing them. They reach a large outcropping of land with a few trees growing on it; they looked around realizing there is nowhere else to go except for a great fall down the mountain.

" Up into the trees, all of you! Come on, climb! Bilbo, climb!" The wizard shouted as he climbed to the top of the furthest tree. Bifur throws an axe, killing a warg that was quickly approaching him. They all begin climbing up into the trees. Bofur jumped off a rock and grabbed a tree branch, using Dwalin's head as a steeping stone to the tree.

Bilbo is still on the ground trying to pull his sword out of the dead wargs head, but it was stuck deeper than he had thought, as he continued to pull as hard as he could.

" They're coming!" Thorin shouted as he was one of the few that were still on the ground. Dwalin boosted his brother, Balin into the tree and the rest of the dwarves climb into the tree. Bilbo finally manages to pull his sword out of the beast; he looks up to several more wargs coming towards him. He quickly clambers up the nearest tree as the wargs rush below him as they circle the trees in which the company are perched in.

The dwarves, the hobbit and the wizard hadn't realized they were one person short. Freya looked around and saw the others up in the trees when the wargs ceased their growling at the frightened woman. She turned her head to the side to see a White Warg, with a pale orc on it's back, he looked at her and let out a sadistic chuckle at her. Thorin turned around and not only did he see the woman corned like an animal by three wargs but Azog, the Defiler as he stared at him in shock, seeing his enemy alive.

" Azog?!" Thorin whispered, still wondering how this was possible. Bilbo had finally noticed his cousin, she was trapped.

" Freya!" Bilbo cried out for her. The orcs and the wargs let out a chuckle. His white warg growls, Azog strokes it and talks ominously.

" Do you smell it?" The pale orc spoke in his vile language and sniffed the air. " The sent of fear? I remember your father reeked of it, Thorin son of Thrain." The prince looked at his enemy stricken with pain and grief, realizing that Azog had captured his father and now he had the young woman. Thorin didn't want to even imagine what the pale orc would do to her.

" It cannot be." Thorin whispered in fear.

" That one is mine." Azog pointed his weapon in Thorin's direction as he spoke once again in black speech. " Kill the others!" At his command, the wargs leap forward and try to climb the trees. They jump as high as they can, scrabbling at the tree trunks and breaking apart branches in their jaws in their efforts.

Freya tried to move away from the rock, but the wargs wouldn't let her even take one step and they snarled at her as she watched the others struggling to hang on to the branches. The trees shake violently at the assault, and the dwarves continue to struggle.

" Drink their blood!" Azog shouted to his wargs, getting impatient that this was taking longer than he had anticipated. With the weight of the wargs climbing it, the furthest tree from the edge of the cliff, which Bilbo and several other dwarves are in, get uprooted from the ground and begins leaning wildly. As more wargs grab onto it, the tree tips over and lands on the next tree; the dwarves and Bilbo jump from the falling tree to the next.

Freya watches in horror as she hears them scream and shout, leaping from tree to tree as they fall over onto the next; like dominoes. The dwarves and Bilbo manage to jump onto the last tree, on the very edge of the cliff. Azog laughs. The wizard looks around desperately. He grabs a pinecone and uses his staff to set the pinecone on fire. He then throws it down amid at the wargs.

They retreat in fear of the fire. The pale orc is startled and angry at the unexpected resistance. Gandalf lights two more pinecones and throws one down to Fili. " Fili!" Fili catches the pinecone. Bilbo and dwarves gather more pinecones and Gandalf sets them on fire; they then throw the flaming pinecones like missiles at the wargs. All the area around the tree gets set on fire, forcing the wargs to retreat away. One warg ends up galloping away with its fur alight. Azog roars in anger and frustration as the dwarves cheer.

Thorin looked around till he found the woman and he locked eyes with her, he could see the terror on her face, watching her trying to find a way out of this. He suddenly could hear a voice inside his head telling him not to let her endure the same fate his grandfather had. He watched as she gripping her sword tightly and swung her blade and sliced the neck of the warg; killing it instantly.

Another one came at her and she shoved the blade into the wargs mouth, making it gage. The pale orc watched this Halfling curiously as she took out two of his wargs. He nudged his warg towards her. Freya went to swing her blade at the next one, when the white warg came at her swinging it's paw and it sliced her across the face and down her neck sending her falling down on the ground by a rock.

Thorin felt a sudden pain in him, watching the woman fall as she let out a unpleasant scream and hit the ground. Her head slowly turned to the side before she went unconscious and her sword laying in her open hand. The dwarves cried out in fear as the roots of the tree they are in start to give way; the tree tips precariously over the edge of the cliff, but comes to a rest sticking straight out away from the edge of the cliff. The dwarves try to hold on as they get flung around.

Ori loses his grip on the tree and falls, but manages to grab on to Dori's leg. " Aahhh! Oh! Oh no!" Ori cried out

" Mister Gandalf!" Dori shouted as he loses his grip on the tree, because of the extra weight and falls, but Gandalf quickly swings his staff down and Dori grabs on to the end of it. " Hold on, Ori!" Azog growls; Thorin, clinging to the tree looks at the young woman and than at him in hate and anger. The prince pulls himself up, his sword drawn, and walks down the leaning trunk as Bilbo and the others, hanging from the tree, looking on.

Thorin runs through the burning ground at Azog and his White warg. Azog spreads his arms wide with a smug grin on his face. The dwarf runs with his sword up and his oaken branch shield held in front of him. Azog crouches, then roars as his warg leaps at Thorin. Thorin tries to swing his sword, but the warg hits him in the chest with its forepaw, smashing Thorin to the ground.

The other dwarves in the tree look on in shock. Dori continues to struggle to hold on to Gandalf's staff. " Help!" Ori pleaded. Thorin get back on his feet, panting, Azog and his white warg wheel around; they charge at Thorin again. Azog swings his mace and smashes Thorin in the face before he can react. He is brutally flung to the ground by the impact.

" Nooo!" Balin cried out, unable to do anything. Azog roars in excitement. Bilbo manages to stand up on the tree. Seeing his cousin laying there on the ground, covered in blood. The white warg clamps it's jaws around Thorin, causing him to yell in pain. Dwalin tries to get off the tree to assist Thorin, but the tree branch he is holding on to breaks, swinging him precariously over the edge and preventing him from reaching the prince.

As the white warg holds Thorin in it's mouth, Thorin manages to hit it's head with the pommel of his sword. Roaring, the white warg throws Thorin several feet away onto a flat rock near the unconscious hobbit. Thorin lands heavily, his sword falling out oh his hand, as he laid their almost unconscious.