Freya could feel Azogs blade trailing along her neck as she struggled in his hold. The vile orc smirked, hearing the whimpers that came from her as she waited for the orc to plunge his blade through her chest. Thorin hadn't taken his eyes off his archenemy or the woman. His face was tortured with pain, fear, anger and revenge. The dwarf began to walk forward with Orcrist pointed at the side. This vile piece of filthy was responsible for the death's of his grandfather, his father, his brother, his sisters eldest son and now he held the only woman he'd come to love in his clutches. As Thorin continued to approach through the blowing snow, a snarl came from behind the pale orc and Freya. The hobbit turn slightly to her left and her eyes widen in horror to see it was the white warg and an army coming over the hill side and she gasped. Azog looked to see his beast and army. He then turned to Thorin and grinned sadistically at the thought that had just occurred to him. Freya looked back at Thorin who was still coming, she shook her head at him, whispering for him not to engage and Azog only moved his blade against her neck tighter to the point that she could feel it beginning to cut into her skin and her whimpers became loud enough for Thorin to hear. "Azog, let her go!" Thorin yelled, his rage only grew when Azog smirked and removed his bladed arm away from her throat and tossed her to the ground, roaring as he charged at the dwarf.

The woman let out a shriek as she hit the ice, sliding on her hands and knees towards the flight of stairs she had run down earlier, when Thorin had taken off to go find Azog, before Kili had found him. The dwarf had watched his enemy toss the young woman, but before he could do anything to help her, Azog was already charging at him. Swinging a giant rock that was attached to a chain he was holding on to and Thorin backed up the way he came, as Azog continued to swing at him violently. The dwarf king managed to duck underneath the pale orcs next swing, causing Azog to slightly lose his balance and he got behind and slashed him the back. Azog growled, in fury and swings the rock at the dwarf again, missing him and smashing it into the ice, causing it to crack.

Freya came to stop and she rolled onto her back to see the beast stalking towards, baring its teeth at her and snarling something fierce. The woman recalled, when they had taken refuge in Beorn's house. He had explained to her that the pale orc's beast would never rest until he had killed his mark and she feared this day would come. The hobbit could feel her breathing going out of control as the white warg got closer. She looked around and saw her sword just out of arm reach and she got to her feet and picked the weapon up and she quickly turned around to see the beast was just inches from her, growling at her. The hobbit swung her blade out in front of her, trying to keep a few distances between her and the warg. The pale orcs beast continued to roar at, causing her to retreat up the stairs, away from Thorin and Azog's fight.

The ice continued to break from Azog's chained rock as he kept failing to smash Thorin's head with it. The two of them continued to stare into each other's eyes. Thorin glanced down around him to see the cracks forming through the platform and the pale orc decided to use the dwarf's distraction. Azog, again slammed the chained rock, missing Thorin by an inch, who maneuvered out of the way just in time but the section of ice they are on breaks free from the rest and Thorin struggles to keep himself from losing his balance and falling in and Azog swings his rock towards Thorin again, who ducked out of the way in time and the two of them continued to try and take the other out and keep the sheet of ice their on balanced at the same time.

Freya was now at the top of the stairs and the white warg growled and charged at her, causing the hobbit to stumble backwards and in her moment of fright she managed to stab the beast in the leg and it backed away, growling in anguish. The woman did a quick glance around behind her to see if she was about to trip over a stone or something else. She kept her sword pointed at the warg as it looked back at her, snarling and baring it's teeth at her. She might have wounded the creature to slow it down a bit, but it wasn't going to last for long.

The dwarf tried to get Azog from behind but the orc looked to side and swung his rock with great force and Thorin fell onto the ice. He quickly got back on his feet and back away towards the edge as he slams his rock down at Thorin, missing him once again. Thorin suddenly loses his balance and nearly falls over the edge. He gets back up, only for Azog to change tactics and he knocks him off his feet. The pale orc lets out a roar as he attempts to slam his block and crush him. Thorin roles out of the way and tries to get back up, but Azog swings his block at him again, forcing him to roll out of the way again. The dwarf could tell his enemy was slowing down from exhaustion. Thorin saw this has his only chance to get out of his predicament and he pushed through his own exhaustion and quickly got up when Azog went to attempt to swing the rock again. Thorin managed to slice through his armor and got behind him as he tries to catch his breath. The pale orc growls in fury and with all his might, the vile orc swings as hard as he could at Thorin making him stumble backwards with the block stuck in the ice. Azog try's to yank his rock out of the sheet of ice and growls in frustration when it doesn't come lose. He take a swing at Thorin with his bladed arm and the dwarf ducks. The pale orc nearly loses his balance and stumbles back into his spot to keep his part of the ice balanced and the two of them glared at each other, both panting heavily.

The woman continued to back away from the white warg. Swinging furiously at the beast when it came to close to her. Freya suddenly shrieked when she fell over into the loose rubble. The white warg was right at her feet and when she went to swing her sword at the creature it swung it's massive paw, clawing her arm and she screamed. Thorin and Azog turned in the direction of the stairs. Thorin's heart began racing when he saw the sword that came flying over the ledge and made a clanging sound when it hit the ice. Freya could feel the blood running down her arm as she backed up until she was right up against the wall, the animal towered over her. The woman suddenly looked to her side and her eyes widen in horror to see her cousin was out cold, covered in his own blood. "Bilbo?" her voice broke. The warg growled and snapped it's teeth at her, her face was covered in pure terror as it was about to end her life and she closed her eyes waiting for it.

Thorin hadn't taken his eyes off tower where the woman was and the pale orc was about to stab him when something in the distant caused Azog to stop dead in his tracks. The dwarf caught sight of the shock look on the pale orcs face, when eagles began flying over them, heading for Azog's reinforcements and the orc watches as these creatures began taking out his army. Thorin looked back at the towers, their hadn't been any signs of movement in a long time and he feared the worse had happened. One of the eagles veered off course towards the tower and swoops down as the white warg was raising its giant paw at the woman when it heard the sound of an eagle screeching and it grabbed the warg with its talons and flung it over the edge.

Once Thorin saw the woman was clearly in no danger. He looked back to see his enemy was still watching the eagles whipping out his armies, along with Beorn who was in his giant bear form. He throws his sword down on the ice behind him. The pale orc, heard the noise and turned around just as Thorin yanked the rock out of the ice and tosses it at Azog, who instinctively catches it. The dwarf jumps back onto the sheet of ice behind him and the section of ice begins to tip over. Azog drops his rock and chain and he struggles to get a grip on the ice and growls in fury at Thorin as he is submerged under the water. Thorin watched as the orc disappeared and finally lets out the deep breath he'd been holding in for so long.

The hobbit got up from the ground, her hand was covering the arm that was wounded by the white warg, trying to stop the bleeding. She walked over to the ledge and looked over to see Thorin had appeared to be unharmed, and Azog was no where to be seen. The young woman dashed over to her cousin. " Bilbo?" Freya called. " Bilbo! Wake up!" She cried as she shook him. Thorin knelt down and picked up his sword, when something moving under the ice caught his attention and he slowly got up and watched as his nemesis's body floated towards the waterfall and his face filled with terror. Freya shook her cousin again when she heard Thorin let out a painful scream. She looked behind her, panicking she had no weapon on her. She quickly looked around when she spotted her cousin's sword and she grabbed it and dashed down the stairs. Freya was down the stairs when she saw Azog was standing right over Thorin who was on his back, his sword caught in the fork of Azog's bladed arm that was only inches from his chest.

Freya ran as fast as she could across the ice, trying not slid. She was right behind Azog and she stuck her blade through Azog's back. The pale orc let out a painful scream, when he swung his fist into the woman's face, causing her to roll backwards. Thorin looked to his side, as he struggled to keep the blade from entering his chest. He saw the young woman struggling to get up from the blow, he had to do something now, or she would be dead next. As Freya rolled back over to her side, Thorin yanked his sword out of Azog's blade and it pierced through his chest. "No!" Freya cried seeing this. Thorin let out another painful scream and with everything left in him he griped Orcrist and plunged it through Azog's chest. The dwarf flips the orc onto his back and with all his strength he pushed his blade all the way through, until it pierced through the ice. Thorin starred into his enemy's eyes until the filth breathed his final breath and his head dropped against the ice.

Thorin slowly climbs off of the dead orc, breathing heavily. Freya gets up and runs over to the dwarf. "Thorin!" she cried. The dwarf begins to stumble back and nearly falls over when the hobbit catches him from behind and struggles to keep him up on his feet. " Thorin! Thorin. We have to keep going! We have to get you to Oin!" She panicked.

"Freya....stop." Thorin pressed as he let out a violent cough. Freya only got a few more feet across the ice when Thorin's legs suddenly gave out on him, knocking them both to the ground. The woman immediately placed her hand on Thorin's deep laceration to try to stop the bleeding. Her hand instantly became soaked in red and with a shaky hand Thorin reached over and removed her hand from his wound and held it in his. " Freya....Are you hurt?" Thorin asked, his voiced laced with worry as he looked into her eyes, and saw the confused look on her face. "I heard...you scream." He murmured, choking on his blood.

"Shhh, just lie still. I'm fine." Her voice broke. She could feel the blood dripping down her forehead from Azog's harsh blow to the head, and she looked around, hoping help was on their way, but their was no sign of anyone near and her tears only continued.

"Freya...you should get out here...before more show up." Thorin pressed, through his heavy breathing and she shook her head at him.

" I'm not leaving you here to die. You're going to stay alive." She stated, through her sobs.

"It's..too late." He said breathlessly.

"No...You can't give up, now Thorin. Help will come." She insisted, but Thorin only shook his head.

"I'm so sorry Freya...I never wanted to leave you this way. You have been the....greatest thing to have happened to me and.....I hope you can find it in your heart one day to forgive me." Thorin said as he paused to cough up more blood and the hobbit held onto his shaking hand tighter.

"Freya?!"

The woman looked towards the flight of stairs and saw her cousin. Thorin with great difficulty tried to see who it was, through his haze. As Bilbo got closer he saw the look on his little cousin's face and saw the deep wound his friend had.

" Bilbo.." Thorin sighed. I'm glad your here....I wish to part from you in friendship."

"No." Bilbo whispered as he dropped on the other side of the dwarf. " You are not going anywhere, Thorin. You're going to live." Bilbo declared. Hobbit's did not deal with death very well, especially when it came to someone they carried for deeply.

"I would take back....my words and deeds at the gate. You both did what only a.....true friend would do. Forgive me. I was too blind to see it. I am so sorry...that I've led you both into such peril." Thorin coughed again.

"No, I'm--I'm glad to have shared in your perils, Thorin." Bilbo said.

"We both are." Freya added through her continuous sobs. "Each and everyone of them"

"It is far more than any hobbit deserves." Bilbo awkwardly chuckled, causing Freya to smile through her tears.

"Farewell...Master burglar. Go back to your books. And your armchair. Plant your trees. Watch them grow. If more people...valued a home above gold...this world would be a merrier place." Bilbo nodded and Thorin turned to Freya.

"Freya.....I....love you." Thorin breathed out and his eyes turned away from her.

"Thorin?...Thorin...no...no. Thorin! Don't go!" She cried Bilbo turned away as his little cousin was in pain. Freya felt the ache in her heart and she leaned down and pressed her lips the dwarf's.

"I love you too." She whispered through her tears, resting her head against his. She pulled the king into her arms and held his head against her chest and she cried.

Bilbo couldn't bear to stay there any longer and finally had the strength to walk up the stairs and he sat on the steps where he was joined by the wizard moments later. Freya hadn't moved and still clung to Thorin's hand. She heard the sounds of someone approaching, but didn't bother to look up. The woman felt a hand touch her shoulder and she slowly looked up to see it was Balin. " He's gone...Balin." Her voice broke.

The elder dwarf, tried to give her words of comfort but at this point, he knew nothing could comfort her, for the pain she was in. The others soon showed up, grieving for the loss of their king, friend and brother. The woman had moved in a very long time and the dwarves didn't want to believe it, but they knew they had to get Thorin inside to bury him. They learned that Kili didn't survive either, he was killed by Bolg who tried to kill the she elf, Tauriel.

"We must get him inside." Oin pressed to Balin. The dwarf nodded and looked at the hobbit who still had a hold of Thorin, she hadn't spoken a word since they found them on Ravenhill and her tears continued to roll down her face. Freya looked up when she felt Balin gentle pry her hands off Thorin's body.

"Lass, come on we need to get you inside. You'll freeze out here." Balin urged. Freya didn't say anything but slowly stood up and watched as Gloin, Bofur, Nori and Bifer carry Thorin away. The woman began to follow slowly behind, when she suddenly collapse, into Dwalin arms who was right behind her and she blacked out.