Bilba stood on the shore of the lake and watched for her friends to return.

They'd arrived in record time after two days of travel and set up camp on the edge of the lake. Fili and Aragorn had managed to hail a bargeman and had left for the town while Kili and Bilba waited.

It had taken hours for them to return and, when they had, it had only been with Bard's children and a handful of others. Aragorn had tersely stated that the Master was causing trouble. He had told the people of Lake-town that news of the orcs was false, a trick designed to get them out of the town so the dwarves could attack and hold Lake-town hostage behind them. The claim was ridiculous but, for many, apparently not so ridiculous as claiming a random army marched on them from a supposedly dead and empty land. The result had been a split with well over half siding with the Master who, greedy and corrupt as he was, was still more trusted than a strange man and a dwarf who'd snuck out of the town with his friends.

That had been over a day ago. Refusing to simply abandon the rest of the town Aragorn and Fili had returned several times. Currently those who had chosen to come were huddled just behind where Bilba stood. There were at least fifty but that represented only a portion of the residents of Lake-town.

Bilba chewed on her lower lip. Fog lay over the area, especially thick on the lake, the sun not yet up enough to break it. Through it she could see the vague shape of the barge returning, little more than a dark shadow on the water.

She would like to say the morning was quiet aside from the sound of morning birds and the patter of a light rain.

The birds were silent, however, and she couldn't hear the rain.

That morning they'd awakened to the sound of horns and the vibration of boots shaking the earth.

The army was early.

The barge was a little over halfway across. Behind them Bilba began to see the flicker of fire through the fog, the sharp, acrid scent of smoke reaching her nostrils.

The first scream, sharp and quickly silenced, startled her. She clutched her oversized coat tighter around her, her eyes fixed on the blurry shape of the barge.

Another scream rang out, followed by another and another still. The fog began to grow black and the flickering changed into sharp tongues of fire, reaching high into the sky.

Behind them a murmuring and restlessness had started. Bilba had tried to get them to head toward Mirkwood immediately but most had refused, either still not entirely convinced or desperately hoping friends and loved ones would follow.

Kili shifted closer to her. "They're coming around the edges of the lake."

Bilba shook her head. More screams came from Lake-town, a cacophony of tortured wails and she choked back a sob at the sounds of suffering. Her fingers curled into a fist, beating lightly against her leg as she mentally raged against her own impotence.

"Why?" she whispered, her voice catching. "They can't cross from Lake-town, there aren't enough ships. It's faster to walk around the lake. Why are they doing this?"

"Because they can," Kili said simply. His own expression was grim, one hand clenching the hilt of his sword as though he longed to draw it and use it to lop off the heads of the orcs attacking Lake-town. He glanced toward the people behind them and then at her. "The fog is burning off, Bilba. They'll see us soon."

"They're almost here," Bilba said, nodding toward the barge. Indeed it had grown close enough she could make out the sight of Fili, grim and stiff, standing at the helm.

Kili ran forward, splashing into the water regardless of the chill. Bilba waded in a short way behind him, wincing at the bite of the water against her ankles. She didn't dare go farther, sure water that cold probably wouldn't be good for her unborn children. The barge drew even nearer and Bilba could see it was crowded with people, the last survivors of Lake-town. Most of children and a few adults were crying, the rest standing tense and pale.

Aragorn appeared from somewhere on the barge and, as Bilba watched, Kili helped them come in and they quickly began to disembark.

Fili jumped over the side, landing with a splash in water that quickly lapped up to his ankles. His attention was to the left and he held his sword in one hand.

Bilba followed his gaze and felt her heart freeze in her chest at the sight of the fog lifting in that area, quicker than in the rest. Already she could make out the distant shape of black dots scurrying over the ground, locusts devouring all in their path.

"They'll be coming from the other side as well," Fili said sharply, reaching up to help a young child down.

Several of the Lake-town residents already on the shore moved in to help. Bilba was gratified to see they were all silent and focused, even the children. It occurred to her that, living out so far as they did, they were probably used to self-reliance and, above anything, understood the need to put off fear and panic, and even grief at times, to focus on survival.

A few dozen in total came out of the barge to join those on shore.

"This is all of them?" Kili asked in disbelief.

Aragorn answered, his eyes dark. "That fool Master managed to convince a great number we were not to be trusted. By the time they realized the truth we'd left and there was no way to go back."

"He paid for his folly," Fili growled, stomping toward the shore. He turned and looked back across the water. The fog had lifted enough that they could see barely make out Lake-town, shrouded in smoke and fire, silent now but for the crackling of flame. "They have all paid for his folly."

He reached Bilba's side and almost absently wrapped an arm around her waist to pull her along with him. The water had leeched into her coat, weighing it down somewhat but she barely noticed it, focusing instead on the black dots in the distance.

"Is it just me or are they moving faster?" she whispered, her voice tight with fear.

Fili followed her gaze, tensed and then swore long and creatively. "They've seen us!" He turned toward the large group on the bank and barked an order. As one they obeyed him, too concerned with staying alive to worry about leadership. The trees of Mirkwood were just visible in the distance. The orcs were still a distance away. If they were lucky all of them could be in the trees and lost within the forest before they caught up. Bilba doubted the orcs would waste time tracking them, not when they had their sights set on Erebor.

She thought of Thorin and the others back in the mountain and the camps and sent up a prayer to the Valar for their safety.

Then, along with the others, she ran. The cursed dress and the coat tangled around her and dragged at her but she hiked them both up as best she could and struggled to keep up with the others.

She'd only made it a few yards when the feeling started. It was small, insignificant almost; an odd buzzing in the back of her skull as though a bee had somehow been trapped there. It grew steadily to a loud hum with every step she took, the noise eventually so loud she could no longer hear the heavy breathing of those around her, the stomp of their feet on the ground.

Heaviness settled over her body, apart from the impractical clothing she wore, dragging her toward the ground. She began to lag, falling back until she was at the rear of the group. A few minutes more and a gap began to grow between her and the last person. Fear settled in the back of her throat as she realized she was being left behind.

Bilba came to a stop almost without realizing it and then, against her will, found herself turning around.

There was a figure well behind her on the shore of the lake. The orcs were still mere specks in the distance though they grew steadily larger with every passing second. How this figure, even on horseback, had caught up so fast she couldn't begin to imagine. His horse, coal black and massive in size, stood unnaturally still, unaffected by the scent of death on the air. The man, if he could be called that, was cloaked entirely in black, even his face hidden deep in shadow.

She couldn't see his eyes but knew, somehow, they were fixed on her.

She found a foot sliding forward, followed by another and another still, moving her closer to him. At the same time something started burning in the back of her mind, a wheel of fire, rotating languidly and silently but growing ever steadily stronger.

Hands grabbed her and Bilba jerked in shock. The humming and burning stopped, the fire vanished.

"Bilba!" Kili shouted, "We have to go, now!"

Fili was on her other side, also holding her arm. Bilba looked back to the shore but the figure was gone.

Instead she saw a line of orcs racing straight toward them, at least a dozen, no longer specks. How had they gotten there so fast?

Fili cursed and then they were running again, stumbling as they raced toward the treeline. The dress tangled about her legs and Bilba went down on her knees, pain radiating up them as the sand and gravel bit into her skin.

The boys dragged her up again and then they were under the trees, racing through a forest every bit as dangerous as the orcs behind them. Bilba didn't see the others from Lake-town and prayed they hadn't stopped, hadn't looked back, had just continued to run.

Behind her she heard the orcs shouting in Black Speech and her blood ran to ice as she translated what they were saying.

"They're going to set fire to the forest!" she shouted at Fili. He stared at her, eyes wide with shock. It wasn't something any of them had anticipated, somehow subconsciously tying the forest to the strength and might of the elves that lived within.

But that was a delusion and, in the end, it was a forest like any other, comprised of wood and so, so very easy to destroy.

They burst into a small clearing and there were the survivors from Lake-town, gathered in a huddle looking lost and scared.

Sigrid ran to her with Tilda by her side. Another boy, older and with looks so close to Bard he could only be his son, also joined them.

"There's no time!" Bilba yelled. "Keep running!"

The forest was diseased, she thought, much of the wood dried and sick. The fire would catch fast, the light sprinkling of rain most likely not heavy enough to help.

A loud whoosh sounded behind her and she turned to see a tongue of flame leaping over the treetops, fire crackling through the branches, rain sizzling as it hit and evaporated.

She'd been right.

The wood was dry, the forest sick.

And the rain was far, far to light to do any good.

Flames licked higher, black smoke already swirling upwards.

Kili grabbed her hand and, together, they ran with the rest of the survivors deeper into the forest.

Behind them, Mirkwood burned.