This doesn't feel right," SEpha whispered.

They had reached raven hill.... but Azog was nowhere to be seen.

"I think Azog has fled," Kili whispered.

"I don't think so," Thorin replied, worry lacing his voice.

Sepha sniffed the air. She could still smell the stench of the beast... where was he?

"Fili," Thorin said. "Take your brother and scout the tower. Do not engage do you understand?"

The two nodded and scurried off.

"Thorin," SEpha whispered. "I have a bad feeling about this."

THorin walked over to the girl and stood beside her, watching Fili and Kili walk across the ice. He laced his fingers with hers and squeezed her hand.

"Me too."

"Goblin mercenaries," Dwalin interrupted. "no more than a hundred."

"We'll take care of them," Thorin replied. "Sepha... follow the boys. Make sure they are alright."

Sepha nodded and morphed into a wolf before scurrying off quietly across the ice. She soon realized there were orcs everywhere and she began to battle them.... then she heard the voice of Azog somewhere above.

Meanwhile, Thorin and Dwalin were waiting for SEpha and the boys to return.

"THorin," Bilbo's voice cried from behind them.

They spun around and Thorin's eyes widened, "Bilbo!"

"We have to get out of here," Bilbo panted. "Bolg has another army attacking from the north, they'll be upon us in minutes."

"That stinking filth is up there," Dwalin hissed, "I say we push on."

"No wait," Thorin remarked, stopping Dwalin, "That's what he wants.... this is a trap."

he looked up at the tower. There was no sign of Kili or Fili.... and SEpha was nowhere to be found...Sepha.... where was she?

"Find Fili and Kili, call them back," Thorin ordered Dwalin, "I'll find Sepha."

"Thorin what...." Dwalin started.

"Do it," Thorin said, noting the sense of concern in Dwalin's face, "WE'll live to fight another day."

Bilbo nodded and was just about to head off with Thorin when they heard a deep drumming sound. They all turned and saw the most horrifying thing... Azog was walking to the edge of the tower and in his grip.... was fili!

"No!" Thorin gasped, rushing to the edge of the platform they were on.

"This one dies first," Azog yelled in black speech. "Then the brother. Then you Oakenshield. You will die last."

"No!" FIli panted.

Thorin felt tears spring to his eyes.... Fili.... his nephew. He had begun to look upon the two boys as his sons and now... Fili was dangling over the side of a cliff.... a sword pointed at his back.

"Run!" Fili screamed.

Thorin felt all the air escape him as Azog raised his sword to end his nephew's life when.... a huge object struck Azog square in the shoulder. Fili fell from his grip and went falling down towards the ground below him. The object that struck Azog didn't stop but sprang over the side and grabbed the young dwarf by the collar, gripping it tightly in one hand while holding the rocky side with the other.

"SEPHA!" Bilbo cried.

For it was Sepha. She looked horrible, a knife in her hand that wasn't holding Fili. The blade was driven into the side of the rock, the only thing keeping them from slipping. She had a huge gash on her side and her lip was bleeding worse.

Thorin let out a gasp, realizing the danger the two were in. He literally felt like he himself was on that cliff... two of the people he loved the most were dangling on that side... their lives on the edge of a knife... literally.

"Fili! Sepha!" Thorin cried, rushing across the ice to help them.

"Kili!" Dwalin yelled at the same time, rushing to find the younger Durin.

Thorin and Dwalin hurried up the stairs towards the tower, trying to find a way to get to Sepha and Fili and also to find Kili.... but the orcs had other plans. Azog appeared out of an archway and attacked Thorin. Dwalin ducked to the side and began to deal with the orcs that were pouring over the wall.

"Bilbo!" Dwalin yelled. "Help Sepha and Fili!"

Meanwhile, Sepha and FIli were struggling to hold on. Sepha usually had no trouble dangling but she was holding Fili's weight and she was wounded.

"Hold on Fili," Sepha panted. "Can you grab one of your knives?"

Fili felt around his coat and finally found one.

"Drive it into the rock," SEpha ordered.

Fili obeyed and soon got a grip on the stone ledge. They both hung there, holding onto their knives and panted.

"Thanks," Fili whispered. "I seriously thought I was done for."

Sepha grinned, "The line of Durin isnt that easy to get rid of. Come on."

With that, they began to slowly climb down, using the knives as they went. When they reached the bottom, Fili gasped.

"KilI! I have to find him! And uncle!"

Sepha nodded, "You find Kili. I'll find THorin."

Fili nodded and quickly pressed his head to Sepha's before running off in search of his brother. Sepha stood there a moment, listening and trying to find out where Thorin was. She felt a hand on her shoulder and jumped, turning around. Bilbo and Tauriel stood there.

"Tauriel!" Sepha cried, hugging the girl. "Where is Legolas?"

Tauriel pointed upward, "At the top of the waterfall. Where is Kili?"

"That's what I was trying to find out," Sepha replied ."Fili went to go find him."

"What about Thorin?" Bilbo asked.

Sepha shook her head, "I was going to find him."

"You two find Thorin, I'll help Fili find Kili," Tauriel instructed.

SEpha nodded and morphed into a wolf. Bilbo climbed onto her back and SEpha charged up the stairs towards the waterfall in search of the dwarf prince while Tauriel ran in the other direction where Fili had run off.

epha skidded to a stop when she and Bilbo reached the top of the waterfall. They saw Dwallin and he was fighting orcs who had just arrived afresh with Bold. Great!

"Stay here and help Dwalin," Sepha told Bilbo. "I'll find Thorin."

Bilbo nodded as Sepha charged off. When she finally reached the ice, she saw a sight that made her blood run cold. Thorin and Azog were stuck on a piece of ice that was only staying afloat because Azog's huge stone ball was balancing Thorin's weight. Azog tried to take a swing at Thorin but had to rush back to his side so they didn't fall.

Sepha held her breath when she saw a sight that made her smile. Eagles began to fly from behind Thorin, atop them were Radagast and Beorn! They flew clear over their heads and began to attack the orcs that had arrived from the North.

She heard a clanking and saw Thorin throw down Orcrist onto the ice. He reached down and grabbed the stone mace and threw it to agog who caught it. Thorin gave him a pathetic cock of his head before stepping off the ice. Sepha found herself smiling when she saw what Thorin was doing. The ice tipped and Azog went slipping into the water!

Thorin let out a deep sigh and picked up Orcrist. He lifted his eyes and caught sight of Sepha who was on the other side of the ice from him. A smile spread across his face. He strode in her direction when he suddenly stopped and cried out in pain.

Sepha let out a gasp of horror at the sight of the knife that appeared through the top of thorin's foot! Azog came crashing through the ice and stood over Thorin who now lay on the ground with Orcrist being the only thing keeping Azog from running him through.

"THORIN!" Sepha cried.

Thorin was losing strength.... Azog had the upper hand. Sepha knew there was only one thing that could happen other than Thorin dying..... and she had to.

Morphing into a wolf she let out an infuriated growl and pounced at the pale orc. Azog turned at the sound of her hard paws hitting the ice and his eyes widened with the massive wolf crashed into him, sending him flying off of Thorin. Sepha crashed the orc against the stone boulder and quickly morphed to human, pressing her swords to Azog's neck and glared into his eyes.

"You will never harm another member of the house of Durin ever again."

Azog glared and pushed her off but Sepha spun around and drew out her swords, lashing both of them out and driving them into Azog's chest. The pale orc froze and stared into her eyes..... he let out a soft rumble before he fell limp and crumbled to the ground.... dead.

"Seph," Thorin's voice whispered.

Sepha turned around and Thorin's eyes widened in fright. She was wounded! During her scuffle with Azog, he had managed to give her a huge gash across her belly, cutting deep.

The girl's eyes drooped closed and she crumbled, just as Thorin grabbed her and held her close.

"Sepha... stay with me. Please stay awake."

"UNCLE!" Fili's voice yelled as he rushed at them. He took in the sight of Azog's body, Sepha half awake and Thorin holding her.

"Kili.... he's...."

"Dont tell me," Thorin said, tears building up in his eyes.

"He's not dead yet," FIli replied.

Sepha felt life leaving her. She pressed her head against THorin's chest, "Take me to Kili.... please...."

THorin obeyed and lifted her up. He quickly followed Fili around Ravenhill till they came onto the ledge where Kili was. Tauriel was there, crying as Kili's head lay in her lap.

"Sepha," Kili gasped weakly as Thorin and Sepha approached.

Thorin knelt down beside his nephew and Sepha gently crawled out of Thorin's arms and to Kili's side. Tauriel allowed her to pull Kili's head into her lap while THorin knelt on the other side of his nephew, gripping his arm. Kili squeezed, trying to fight the pain.

"Sepha," Kili gasped. "You're hurt."

"I'm fine," Sepha replied, even though the color in her eyes was fading and her cheeks were going pale.

"I'm sorry," Kili gasped. "I'm sorry..."

"Dont say that," Sepha whispered, stroking Kili's hair, "You have nothing to be ashamed of. I'm sorry I wasn't here to help you."

Kili shook his head, "If you had been here, you might have not saved Fili and Uncle. I'm glad you saved them...."

"Kili," Thorin whispered, pressing his head to his nephew's, "You're going to be fine. I promise."

Kili shook his head, "I'm sorry but I can't."

Thorin gasped as tears sprang to his eyes, trying to not choke on his silent sobs. Sepha squeezed Fili's hand as the boy knelt down beside her and buried his face in her shoulder.

"Can you sing to me?" Kili whispered. "One more time."

Sepha felt tears bite her eyes as she nodded. Kili closed his eyes and leant his head against her chest so he could hear her better.

Sepha was surprised she didn't break down in sobs but her voice was cracking as she sang for the last time to the young dwarf.

With a sigh you turn away

With a deepening heart

No more words to say

You will find that the world

Has changed forever

And the trees are now turning

From green to gold

And the sun is now fading

I wish I could hold you closer

When she finished, Kili smiled and looked up at her, Fili and his uncle.

"I love you all," he whispered.

Then... his eyes closed and he faded. FIli let out a strangled gasp and Sepha pulled him close to her chest. She stood up and pulled FIli away from his brother's body so that Tauriel could kneel down in her place. She watched as Thorin gripped his nephew's head and pulled the boy's forehead to his firmly as tears poured down his cheeks and he tried to not sob. When he released him, he reached to his wrist and pulled off one of his own wrist guards. Sepha recognized it as one of the ones he had worn since Baggend. It had the Oakenshield crest on it. Slipping it off, he slipped it onto Kili's wrist and tied it on snugly.

"Rest Kili," he whispered. "We will meet again in a better place."

Sepha felt tears prick her eyes and she was just about to hug Fili tighter when her legs gave way.

"Sepha!" Fili cried, moving to catch her so she didn't hit the stone ground.

Thorin jumped to his feet and helped his nephew. Fili lifted the girl into his arms as Sepha's eyes lulled shut.

"We need to get her to Oin," Thorin said urgently.

Fili nodded, "We need to hurry."

"I'll take her," a deep voice said.

The two dwarves turned to see Beorn standing over them, in his human form. He held out his arms and Fili handed the girl to him. Sepha looked so small in Beorn's arms... but protected. Beorn morphed into a bear and held SEpha close to his chest with one giant paw.

"I will get her to the mountain. Take care of the dwarf," Beorn said, nodding to Kili.

Beorn took off at a run, Fili and THorin watching him go. When he was out of sight and his heavy footfalls had disappeared, they turned to Tauriel who was crying over Kili's body. Fili was about to approach but Thorin stopped him and pulled him to his chest in a hug, allowing his nephew to cry into his chest.

"Let her stay with him a while," he whispered. "She has lost her one."

He drew Fili away but Tauriel spoke up, "What do your customs wish to do with him?"

Thorin looked at her sadly and felt tears stream down his face, "We would like to have a funeral for him and bury him."

Tauriel nodded, "Please.... Can I just have a moment?"

Thorin nodded with a sad smile and stepped away, leading his crying eldest nephew with him. He found a staircase that was empty where no bodies were littering the place. He sat down and Fili sat down beside him, leaning his head against his uncle's shoulder.

"Why must people die?" The young dwarf asked

Thorin shook his head, "I don't know. All I know is that when people die, it gives us all the more reasons to not waste our lives. They die to help the rest of us live. Don't waste your life like I have."

Fili sat up and looked at his uncle, "you haven't wasted your life uncle."

"Yes I have," thorin replied, "I have let myself get consumed and I neglected you and your brother... the company, Bilbo and Sepha. If I hadn't Kili might still be alive."

Fili shook his head, "like Sepha always says: "it's in the past". You have a second chance uncle to live a life full of adventure, life, excitement and love."

Thorin looked at his nephew to see the boy smirking knowingly at him. Thorin smiled and pressed his head to Fili's.

"I'm sorry we could t save Kili."

Fili nodded, "he's in a better place now."

Suddenly, Legolas came around the corner. He had no weapons on him, having used them all in the battle. He looked at the two dwarves who has risen to their feet, at Tauriel nearby and Kili.

"Sepha?" He asked

"She's hurt bad," Fili replies, "Beorn has taken her back to the mountain."

Legolas nodded. "We should hurry. Come on, my horse is nearby."

After whistling up his horse, Legolas mounted and pulled the two dwarves on behind him. Just when Thorin was about to climb on, Bilbo and the rest of the company arrived.

"Who was Beorn holding?" Dwalin asked

"Sepha." Fili replied, "we're heading that way now."

"We'll se that Kili is brought back," Balin said, placin a hand on Thorin's shoulder.

The two nodded and hopping into the horse behind Legolas, they hurried back to Erabor