To their luck, there had been only a handful to take out as they arrived at the frozen lake. With a sharp gasp, Frêllian used a rock to catch her breath. The sound earning a worried look from the blond dwarf next to her - who had kept close to her throughout their fight against goblins.

The ferian gave him a reassuring smile, but Fíli did not remove his concerned gaze from her hunched over form. It seemed all this fighting had taken a toll on her. Especially her fight with Matriarch. And not to mention the energy she had used to heal her most severe wounds.

Still, she had to be prepared for an ambush. With Azog up here, she had to catch her breath whenever she could, but still be alert.

'Do you think Azog has fled,' Kíli wondered out loud, to which Frêllian scoffed.

'There is six of us and who knows how many of them,' she stated bitterly, not moving from her spot. 'Tell me, why would he flee?'

'Frêllian is right,' said Thorin as he eyed the ruins across the frozen river. Then he turned to face his heir 'Fíli, take your brother. Scout out the towers. Keep low and out of sight. If you see something, report back. Do not engage, understood?'

Fíli nodded in understanding and signalled for Kíli to follow his lead. But before the two brothers could cross the river, Frêllian stopped them in their tracks. Stating she was coming with them.

'Are you sure,' Kíli questioned in concern. Watching Frêllian making her way over to them.

'You are in no shape to fight,' Fíli agreed when the ferian stopped in front of them. You have fought enough already.'

But she flashed the two of them a smile, telling him Thorin had ordered them not to engage in any fights. But even if she might be exhausted, she could still use her other senses during this scouting mission.

'Besides, didn't you tell me to stay close to you?'

This earned her a smile from Fíli as he moved closer to her. While Kíli gave his brother a cheeky grin.

'Aye, that I did,' Fíli stated, inching his head in closer to hers as he stood in front of her. 'Then you shall remain by my side at all times. I will not have you hurt out there.'

Then he pressed his forehead against her own tenderly, one hand holding the back of hers, before he released her again, taking the ferian by surprise. When he released her, he nodded for them to follow him across the river. All three of them on high alert for any sound and movement. But when they heard nothing, they slowly entered the ruins that stood near the riverbank. Searching the what was left of the halls beneath Azog's signaling tower.

The foul scent of the orcs still lingered in the air, but not one was to be seen. Which troubled Frêllian. If they were not here, where had they gone of to? And why was their scent still this evident, for her to be able to pick it up this easily?

That's when she heard it. The sound of pebbles falling over the rocky ground. Fíli and Kíli must have heard it too, for they stopped dead in their tracks, listening for any other sound.

'Stay here,' Fíli told his brother, stopping him from going after the sound. 'Search the lower levels, Frey and I've got this.'

With that, Kíli nodded and turned around. But not before placing a hand on Frêllian's shoulder. With only his eyes, she got his silent message; keep my brother safe. Then he made his way to the lower parts of the ruins.

'We have to move as well, Frey.'

Feeling his hand grab hers, Frêllian allowed the dwarf the lead her through the halls. But it didn't take them long before they noticed another sound and light flickering in one of the halls ahead. Without hesitation, Fíli turned around to another corridor, only to see more light of torches in the distance. So he draggs Frêllian to another corridor. But orcs could be heard from inside that hall as well.

Fíli seemed to be in denial, but Frêllian had figured out their dire situation. They are surrounded. They had walked right into a trap, with no way of escaping. Yet the dwarf holding her hand had yet to accept the truth, or do it seemed.

'Fíli, stop,' Frêllian pleaded quietly as the dwarf pulled her after him in the hopes of finding yet another corridor. 'Please, Fíli. We're trapped. There is no way out.'

But still he seemed to be in denial. Telling her he could not allow them to catch her. That he wouldn't be able to live with himself if she was to fall into the grasp of the orcs again.

'Do you trust me?'

The question caught Fíli by surprise, effectively shutting him up. He turned to face her, holding both her hands in his as he answers.

'I would trust you with my life,' he answered softly.

His eyes looking straight at her as he caressed her hands with his thumbs. Mumbled in khuzdul to her, before he leaned in to capture her lips with his own. His braided moustache tickling her skin as he pulled even closer to him.

'Please don't hate me for this,' Frêllian whispered as she stepped away from him.

Before Fíli could even react, she knocked him out with the hilt of her dagger. Guilt immediately builing up inside of her as she watched the unconscious dwarf fall to the ground. And right then orcs finally filled the hall she was standing in. The moment their eyes landed on the small ferian, they started mocking her, stating the pup had come running with her tail between her legs. None of them noticing the dwarf that laid on the ground. That was, until Frêllian spoke.

'I have come to speak to Azog.'

Frêllian growled as the orcs dragged her - not to gently!- through the halls, before they pushed her in front of Azog. Fíli being dragged towards the pale orc as well. She dared one glance over her shoulder, before immediately looking away again in shame. This wasn't what she had planned, but she didn't have a choice. They would have been captured anyway.

Fíli had woken up halfway through the way up towards the tower, which of course had resulted in him fighting back with all his might. Cursing the orcs whole doing so. There was blood on the side of his head, a wound caused by an orc kicking him. Yet it was her fault he got hurt in the first place.

She dared look over at Fíli once more. But as his blue eyes looked up to meet hers, there was no hate in them. Nor betrayal. He still looked at her the same way he had looked at her before she had knocked him out. He still trusted her, even after what had just happened.

She glared at the pale orc as he caressed her cheek, upsetting Fíli as the defiler did so. But Frêllian ignored the angry shouts of the dwarf. Her attention solely focused on Azog. She had not missed the foul speech of the orcs and neither she had not missed the stench. And most of all, she had not missed Azog the Defiler.

He didn't even seem upset about the loss of his trusted warg. Not even calling her by her name as he looked at her with a wicked smirk. Was Matriarch a pawn to him after all?

She let out a surprised yelp as Azog suddenly pulled her closer to him. His hand no longer caressing her cheek, but instead holding her head roughly. His fingers felt like they were crushing her jaw and she clawed at them on instinct. And as she looked into his pale blue eyes, she could see the menacing gleam in them. A gleam that made her shiffer in fear.

He hadn't planned on ambushing Thorin, she suddenly realised as she looked at him in shock. It had been her all along! He never gave up his hunt on her and Thorin was just an extra trophy.

'I have come to offer you a deal,' she managed to choke out as he lifted her up into the air. Her hands desperately clawing at his hand in a failed attempt to free herself from his grip. 'Your troops are too powerful. There is no way the dwarves will win. You have us outnumbered.'

She glanced over to Fíli. Guilt so strong by now even the thought it made her sick to her stomach. And the words she was about to speak the most dreadful words she would ever say. But this was something she had to do. She had to! And there was no turning back anymore.

'I want you to spare my family.' Her voice had come out stronger than she had expected, which surprised Azog as well. 'My father and uncle, I want you to spare them.'

Ignoring the disgusted tone in his voice, Frêllian continued. She was probably testing his limits right now. But she had to try. She just had to, for him.

'There is also a halfling.' Oh how she hated having to call Bilbo that! 'I have grown very fond of him and I wish for you to spare him as well.'

Azog chuckled at this. Humorously stating his pet had found herself a pet as well. But she countered that she did not care what he called him. She just wanted him unharmed.

'Me. I will stand by your side, be your loyal subordinate, your secret weapon.'

Again, she ignored Fíli's shouts as he called her name. Pleading her not to do this. But she had made up her mind. She had to do this. This was the only way. So all she could do, was silently offer the dwarf her apology with a guilt ridden look. Especially after what she was to say next.

'But I know that alone won't be enough,' she continued, her voice quivering in both fear and shame. 'So I have brought you Thorin Oakenshield's next in line.'

Azog seemed to ponder over her offer. His pale gaze trailing over towards Fíli as the dwarf struggled in the arms of his captures. Desperately calling for the ferian to stop whatever she was thinking about. Then Azog smirked as he suddenly let go of her. With a squeak, Frêllian hit the ground. But she quickly scrambled to her feet, looking at the pale orc in frightened anticipation. Without a word, he walked passed her and grabbed Fíli by his collar. And all Frêllian could do, was watch as the dwarf frantically tried to free himself from the orc. The sound of drums filling the air in a rhythmic beat as Azog neared the cliff.

Even from where she was standing, she could hear Thorin call out his nephew's name in horror as Azog lifted the dwarf up in the air. The sight a dreadful one for her as she stood defeated behind them, let along how the dwarven king must feel. To see his nephew in the grasp of his enemy.

Azog shouted in black speech, loud enough for the dwarves down at the other side of the frozen river to hear him. Not caring whether or not they could even understand him. Then he turned his head to face her.

Hesitantly she shuffled her way over to the tall pale orc. Not daring to look down, for she was sure she would only see disappointment if she did. So instead, she looked at her feet. Flinching as she felt Azog place his blades arm on her shoulder while he mocked his enemy. The sharp blade dangerously close to her neck as he did so.

As he said this, he pointed at Dwalin, Balin and Bilbo, the latter Frêllian realized was there as well as she glanced down.

As Frêllian frantically tried to think of a plan to stall time, she watched in horror as Azog moved to point his blade at Fíli. The dwarf cried out for his uncle to run, but Thorin only shook his head. Looking desperate as he could only from a distance. The dwarf only had eyes for his nephew as Azog told him he would kill Fíli first and then Kíli. And then he pointed his blade at Thorin, while still letting itbrest on the frightened ferian's shoulder.

Azog mocked with a grin.

His bladed arm lowered towards Fíli as he held the dwarf over the cliff. Ready to strike a fatal blow. Blood splattered over the rocks, as skin ripped open. Cries of horror filled the air, overruling the quiet groan in pain and a loud yell. Then Fíli was thrown from the cliff.

With an angered snarl, Azog pulled back his bloodstained blade. Blood seeping from his good arm, which had released the dwarf prince in shock and pain. For instead of stabbing Fíli, Frêllian had reacted. Azog's blade having pierced her instead of the dwarf.

With golden eyes she glared at Azog as she sunk her teeth even deeper into his disgusting flesh. She had used her feet to prevent the orc from stabbing Fíli, while at the same time biting down in the arm he had held the dwarf.

Pushing his blade out if her leg with her other leg, Frêllian stifled a pained moan, while she ripped a piece of his skin off. As she dropped to the ground, she made sure to land on her good leg, facing the pale orc with a hatred in her eyes as she spoke.

'You should have known better,' she snarled dangerously, before jumping down the cliff.

Using her enhanced abilities, Frêllian easily made it down the steep cliff, where she was met by two shocked dwarves. Kíli must have caught his brother, before he could fall on the ice. The fall might not have killed the dwarf, but it would have severely injured him. But from the looks of it, Fíli seemed to be in a better condition than she had anticipated.

'I told you I trusted you,' was all Fíli said as his brother helped him to his feet.

She smiled weakly at him, apologizing for not thinking things through. That she could have gotten him killed. But Fíli simply dismissed her apology by saying he was still breathing.

'And if you want to keep breathing, I suggest we keep moving, brother.'

Quickly Frêllian helped Kíli move his brother across the ice, only to be met halfway by the others. After Thorin informed them they were surrounded, Frêllian lowered Fíli to the ground again. Ignoring the throbbing pain in her upper leg and instead leant on her left leg. She needed to heal Fíli first, he was after all, a better warrior than she was. She didn't know what damage the fall had done to him, but she needed to heal him to make sure he would at least be able to defend himself.

'You had me scared back there, lass,' she heard Dwalin say as she healed Fíli, who miraculously only suffers from a broken ankle and a couple of minor injuries. 'For a moment I feared I would lose you agai...'

Suddenly the dwarf crouched down next to the pair, his fingers reaching for something on the ice.

'By my beard! Frey, you are bleeding!'

She quickly dismissed her father, instead turning her attention to Thorin as he drew his sword. Afraid of his wrath, she quickly apologized for putting Fíli in danger. But to her surprise, the dwarf dismissed her apology, stating Fíli was alife because of her and that he was the one to have put them in danger.

'They are coming,' she heard Balin say, though she did not look up. Instead she kept her eyes on her work as she replied.

'How long do we have?'

'They will be here any moment now,' the Thorin stated, not taking his eyes of the ruins. 'We need to find a way out of here, now!'

Frêllian nodded, telling the dwarf she had almost healed Fíli. But then a hand was placed over her hands, making her look up in surprise. For she had not expected his touch to be this gentle. And as she met her eyes, she couldn't utter a word. Even after what had happened, Fíli still looked at her with that soft look in his eyes. Not even a trace of hatred or sadness even, nor betrayals. Instead his voice was soft as he told her he was healed well enough to walk. And fight, should he have to.

'I won't let it come to that,' she stated as they stand up. 'I will not let then take you again!'

But as she took a step to follow after Thorin and Kíli, she let out a howl in pain. Scowling at herself for needing to ignore the pain just a bit longer, she tried to take another step. A quick 'I'm fine left her lips as a concerned Dwalin looked at her, while the ferian limped forward as fast as she could.

By now the first orcs had arrived and swords clashed with one another as Kíli and Thorin fought off the ones in front of them. But just as Frêllian reached for her own sword, she felt herself being lifted up into a pair of strong arms.

'I'm not going to risk losing my most beloved jewel,' she heard Dwalin say as she looked at him in surprise. 'Heal that leg of yours, I'll carry you. Fíli, if anything comes near, kill it!'

'Yes, sir!'

'Balin.'

'No need to tell me brother. Now, let's get out of here!'

Dwalin nodded at them, before turning his attention back to Frêllian. Asking her why she hadn't started healing her injury yet. So she pushed her shock aside, still trying to register that her father is indeed carrying her over a what was slowly becoming a battlefield now. Then she started turning all her attention to her leg. Though she knew she had used up most of her energy and would run out of energy if she kept this up for too long.

She had fought for hours, she had healed her wounds during the fighting. And she had healed Fíli. With the energy she had left, she wouldn't be able to heal her wound properly. Not if she wanted to spare some to fight for her life. But she should at least be able to stop the bleeding.

If she could run, then Dwalin would have his hands free to fight the oncoming orcs off. Which was a priority right now. It didn't matter how many they would slay, as long as they got out of here!