The creature simply stared at her.

Bilba grappled at the fingers around her throat, prying them away enough to gasp out, "What? What do you want?"

It gave no answer. As she studied it through the spots dancing in her vision she found she couldn't tell if it was breathing. For all she knew the thing had turned into a statue right after grabbing her.

Given her luck of late she wouldn't be surprised.

Her feet kicked uselessly over empty space and her lungs burned as she struggled to suck in oxygen. Fear coursed through her as she thought of the two innocent lives she carried.

The Nazgul shifted. Its head turned slightly toward the east as though something had caught its attention.

It turned its gaze back to her and Bilba could almost feel its gaze boring into her through the blackness that stood in place of its face.

It released her.

Her mind went into full denial, unable to comprehend what had happened.

She caught a brief glimpse of the Nazgul turning away, having already dismissed her, and then the edge of the cliff shot past her and she lost sight.

She didn't scream. Her lungs were frozen in her chest. She couldn't catch her breath. She flailed wildly, her body instinctively trying to grab something, anything to stop her fall. Wind caught at her clothing and wrapped around her, the fabric snapping and moving as if it too was frantic to stop its downward fall.

Dull, gray rock rushed by her on one side. Overhead the edge of the cliff grew further and further away. A whimper managed to escape past her teeth, clenched so hard they ached. She squeezed her eyes shut and tensed, preparing for the impact.

Something caught her.

She'd braced for a hard impact with the ground, or to land on those fighting beneath her. Instead massive arms closed around her and pulled her in a tight embrace against a furred chest.

Bilba didn't react, her mind still expecting her body to hit the ground.

There was movement then her position was being adjusted. She panicked and scrabbled for a hold only to find her feet gently touching the ground, arms still held around her in a loose, supporting hold.

Bilba looked up to find the massive form of a bear looming over her, concern obvious in his eyes.

"Beorn," Bilba whispered. Bile suddenly rose in her throat and she dropped down, ducking under his arms and landing on her knees where she began to retch violently.

Beorn dropped to all fours next to her, his body a comforting presence. Bilba's stomach continued to empty itself until she was exhausted. By that time shock had started to settle in and she was shaking and sobbing so hard that her breaths came in short, ragged gasps.

She was picked up again and she immediately curled against Beorn's chest and cried until her throat hurt.

Finally, what seemed an eternity later, her tears ran dry though her body continued to shake with a cold far deeper than what the wind and rain could cause.

She pushed back from Beorn and forced a watery smile. "Thank you," she managed her voice thin and wavery.

Taking stock of their surroundings she noticed they were next to a large outcropping of rock that jutted out and blocked her view of the battlefield. More rock stuck out overhead forming a small cave and providing protection from the rain.

Bilba sniffed, rubbed her arms and stepped forward, only to come up against the bulk of Beorn who'd made no effort to move.

"I have to go back," Bilba said, even though the very thought made her want to start crying again. "Fili's up there and he's hurt. Kili's hurt too. I have to go save them."

Beorn studied her in silence. Just beyond him the rain fell with a steadiness that suggested it had no intention of letting up for some time. The quiet noise of it pattering on the ground would have been comforting in any other situation but it failed to do anything for her now. Every now and then a roll of thunder would rumble overhead, often followed by a burst of lightning that would temporarily light the landscape.

Just out of her sight Bilba could still hear the sound of battle, the ringing of steel meeting steel, screams of the wounded and dying.

She absently undid the small button on one of the pockets of her now drenched coat and slid her hand in, closing it around Bungo's doll. She felt the metal of her parent's rings press against her fingers and absently pulled them out. They were still joined into one ring, her father's larger one creating a stark contrast with her mother's smaller, more delicate one.

Beorn suddenly reached down to pick her up again and she gave a slight shriek of surprise, closing her hand around the rings and quickly returning them to the safety of her pocket next to Bungo's doll.

Stepping out into the rain, Beorn set her on his shoulders and then dropped to all fours.

Beorn started back toward the battle with a long, rambling gait. Each movement nearly caused Bilba to fly right off his back, forcing her to grab on to tufts of his fur and hang on. She finally figured out how to grip his sides with her legs as best she could and allow her hips and waist to sway with the gait.

She almost cried when she realized Beorn meant to take her personally where she wanted to go, both from relief that she wouldn't be alone and from fear of having to go at all. She settled for leaning forward briefly to press her face against Beorn's back, wrapping her arms around him to hug him. "Thank you."

He grunted and increased his stride into a lumbering run.

They burst around the corner and Bilba saw the battlefield spread out before them. She thought maybe, just maybe there seemed to be a slight advantage to the elves, men and dwarves in terms of numbers now but she wasn't positive. It was possible it was just wishful thinking.

Beorn snarled and broke into a full run forcing Bilba to lean down low over his neck and hang on. The landscape around her became little more than a blur and she focused on the ground directly beneath to try and stave off dizziness.

It was probably for the best. Even with that view she saw more than she ever wanted. The mud that Beorn sloughed through was tinted red. She caught glimpses of limbs no longer attached to bodies, as well as other things her mind dutifully identified only to instantly shy away from in horror. Broken bits of weaponry were tossed about, their owners long past the point where they could do any good, and a few blood streaked gouges in the rock wall they raced past spoke of still more violence.

Beorn slowed as they began to round the slopes that led up to the spires. The battle had been thick at that point at one time. Bilba could see mounds of bodies, many of them contorted in unnatural shapes and positions. She gagged at the sight of heads caved in, entrails spilled out of gut wounds, brutal cuts that had nearly bisected a few of them.

Now that they were slowed some of the braver orcs tried to engage Beorn, only to die swiftly under the massive bear's claws.

Bilba drew her legs up and tried to make herself as small a target as possible on Beorn's back, worried she might be dragged off. Movement to her left drew her attention and she looked to see a tall dwarf, drenched in blood and grime, holding off a number of orcs trying to take him down.

He shifted, turning slightly, and Bilba started as she recognized Dwalin, features tight with anger. Grasper and Keeper swung so fast she could barely see them as he almost casually removed orc heads from their bodies.

Bilba narrowed her eyes as she noticed Dwalin was standing in an unnatural, wide legged stance. She looked closer and realized he was straddling a body, lying prone and still on the ground.

Dread settled in her heart and she leaned close to speak to Beorn. The shapeshifter easily adjusted his direction and moved toward Dwalin.

As they drew closer the orcs around Dwalin took one look at Beorn and fled back into the main part of battle. It left them in a relatively calm place, for the moment at least. The battle continued to move in waves, the thickest parts of it appearing and disappearing at a moment's notice. Bilba was now convinced the fighting had indeed lessened somewhat and she felt an immense sense of relief that the end might be in sight.

That relief fled the second she drew alongside Dwalin and saw that the body he was guarding was Thorin's.

Thorin lay on his back, head turned away from her. His entire body was as mud and blood spattered as Dwalin. His hair had fallen over his face when he fell, obscuring his eyes from her, and she saw no sign of his sword.

Dwalin had turned to face them when the orcs had fled. He still held his axes, the heads pointing toward the ground. His chest heaved for air and he wavered slightly where he stood, exhausted to the point of collapse.

"Bilba," he gasped. "What in Mahal's name are you doing here?"

"What happened to Thorin?" Her voice sounded small, even to her own ears.

Dwalin grimaced, shooting a look at his collapsed King. "Not sure. Got distracted by something and took a blow to the back of the head. I barely managed to save him from losing it altogether." He reached a hand up and wiped sweat off his face, never losing hold of his sword. He nodded at Beorn. "He's still alive but he needs aid. Think you can get him back to Erebor?"

Bilba buried the rush of relief she felt at hearing Thorin lived. She swallowed and glanced toward the spires. She couldn't see the Witch King anymore but it didn't mean he wasn't there. "Fili and Kili are up there. Fili's hurt, really bad. Kili might be too."

Dwalin's eyes darkened. "Alright. Get them first. Then you can come back for Thorin."

He wasn't asking her, he was telling but she didn't mind. They weren't exactly in a situation where they had time for niceties. She nodded in agreement and Beorn set off again for the spires. Behind them the orcs, seeing it was just Dwalin once more, returned. Bilba, twisted around to look back, saw him take a deep breath and raise his axes again to continue protecting his king.

Beorn continued on and Bilba found herself scrunching down on his back, trying to make herself as small as possible. The rain had dwindled down to a mere sprinkle at some point and it almost looked as though the sun might be trying to break through at a few points.

Bilba barely noticed it. Her shivering intensified as they reached the top and she bit back a whimper with every step nearer.

Her eyes found Kili, thankfully awake, sitting at the edge of the cliff. He clutched Fili in his arms once more, his brother limp and unmoving. As Beorn drew closer to them Bilba noticed Kili's eyes were fixed past her, toward the forest again.

She followed his gaze and whimpered again as she caught sight of Azog and his minions gathered at the treeline. They had their backs to her, focused on something within the forest itself. Without warning a tree a few hundred yards within splintered and toppled completely. Bilba's eyes widened and she swallowed. She didn't know what had caused it and desperately did not want to find out.

She flung a leg over Beorn's side and slid down to land with a hard thump on the ground. Wet mud immediately dragged at her but she struggled to her feet and pressed on. The soggy hem of her dress and coat tangled around her legs for the umpteenth time and she mentally cursed at the stupid clothes. The entire quest she'd been in practical clothing and the one time it really, truly mattered she was trapped in something not only impractical but wildly oversized.

Kili didn't seem to note her arrival, even when she dropped down next to him. "Kili? Kili!" She slapped him lightly on the cheek, trying to draw his attention.

He looked at her finally, his eyes vacant. "Bilba?" he asked, his voice dull. "What are you doing here?"

Bilba reached up and slid a hand through the wet strands of his hair, feeling along the back of his skull. Almost immediately her hand found a large welt and a slickness. Kili hissed in pain and when Bilba pulled her hand out it was tinted red.

"Ok," she said, "Ok, this is okay." When Bungo had been very young he'd fallen out of a tree once and hit his head on the ground. He'd been much like Kili, disoriented and confused, but he'd recovered after a few days and had been fine. Kili would be too. She was sure of it.

A shout sounded suddenly and she turned to see Azog and his cronies charging right at them. Bilba screamed and ducked, burying her face against Kili's neck and grabbing onto his shirt. He didn't react, seemingly unaware of their peril.

A roar rang out and she looked just in time to see Beorn launch himself right at the Azog and the two who'd carried Fili and Kili.

The fight didn't last long.

Beorn ripped the throats out of the three wargs before they'd made it halfway. The two minion orcs were thrown in several directions, pieces of them spiraling through the air before they landed with splats in the mud.

That left only Azog. Bilba watched as Beorn slowly stepped so that he stood directly in front of her, protecting her from the orc.

Azog, from what she could see past Beorn, had his mace out, the head raised slightly.

"So," he growled, "the pet has a pet of her own, does she? Do you really think it will save you?"

"He already has," Bilba whispered. "Who do you have to save you, Azog?"

Azog snarled and then lunged forward, raising the mace as he did.

Beorn didn't even bother engaging him. The great bear stepped forward, ducked the mace, and grabbed the orc around the midsection. A second later he reared back and Azog was suddenly flying through the air.

Bilba lifted her head as he soared over her.

He vanished over the edge, exactly as she had done only a short time ago.

Unlike her, however, there was no one waiting at the bottom to catch him.

In the end, after the amount of torment he'd put them through, his end was rather anticlimactic.

Thorin would be annoyed he'd missed it.

Beorn came to her, snuffling at her face and she forced a smile and rested a hand on his forehead. "Thank you."

He huffed and then backed up and turned so his side was facing her. He laid down as flat as possible and gave her an expectant look.

Bilba nodded and stood up. Talking to Kili, she managed to get him to help her load Fili, who thankfully was still breathing if more shallowly than she would have liked, onto Beorn's back and then got him up behind. Kili seemed more than willing to wrap both hands around Fili and hold on, the action so engraved on his soul it stayed true even in his disorientation.

Bilba clambered on behind him and wrapped her arms around his waist.

Beorn got to his feet and they turned to go.

A loud crack sounded and another tree toppled, this one right at the treeline.

Movement came from within the forest and suddenly Glorfindel was standing there, his sword raised as he faced back into the trees.

"Glorfindel!" Bilba shouted. The elf turned to face her and she jerked at the sight of him. He was dressed head to toe in golden armor, complete with a helmet covering his hair entirely. The armor was rent in many places, mud and blood splattering it. Glorfindel was clearly exhausted, his entire body sagging as if he could barely stand. Blood matted one side of his face and one arm hung limply at his side.

"Bilba!" he shouted. "You need to leave, now!"

An unearthly shriek sounded from behind him and he turned, just as an enormous spiked ball attached to a long length of chain came flying toward him. He barely dodged it, the ball hitting the ground with a thunk that sent mud spraying into the air.

The Witch King of Angmar strode out of the forest, holding the end of the chain.

Bilba almost started hyperventilating. She leaned back and pressed her face against Kili's back, to terrified to face the creature again.

"Go back!" a familiar voice shouted suddenly, "back to where you came from foul shadow!"

What? Concern overcoming fear, Bilba leaned to the side once more to see what was going on.

Gandalf was stepping from Mirkwood behind Angmar.

Bilba had never seen him look so poorly. She hadn't realized it was possible. Much of his beard was missing, his face burned and damaged where it was missing. His robes along one side of his body were saturated with blood and, given the way he leaned on his staff, she feared it was all his.

"Gandalf," she whispered. "No."

As though he'd heard her Gandalf's eyes went from the battle to where she sat. He gave her a gentle smile and something like horror settled in the very marrow of Bilba's bones.

"No," she repeated, tears already starting to track down her face though she'd have sworn by then she'd long since run dry, "Please no."

Gandalf raised his arms. In one he clutched his staff. In the other his sword.

Angmar turned from Glorfindel to face Gandalf. A low, rattling hiss came from within his hood and then a voice Bilba was sure would haunt her nightmares for years to come.

"Foolish wizard," the voice hissed as though it came from within a corpse that had long lost the ability to speak as it once had. "No man may kill me."

Gandalf smiled. "I don't have to kill you." His gaze hardened and his voice, when he spoke again, was the voice of thunder itself. He straightened and seemed to grow taller, larger, an aura building around him as though the Valar themselves stood behind him.

"Go back to your master," Gandalf brought the staff and sword together in his hands. "Go back, and tell Sauron that your defeat is only the first of many!"

With that he brought his hands down, driving the end of his staff deep into the earth. A blinding light flared out, so searing Bilba was forced to throw her hands over her eyes. Belatedly she reached forward and slid her hands over Kili's eyes as well, knowing he was still to dazed to do it himself.

The Witch King shrieked.

A moment later the light vanished.

Bilba opened her eyes and saw Glorfindel leaning on his sword, still trying to catch his breath.

Where the Witch King had stood there was now only an empty robe and helm lying in a tangle pile on the ground.

Bilba felt a surge of relief rise up in her at the realization the Nazgul was gone...until she looked past the discarded clothing to where Gandalf had been standing.

He stood no longer. Instead he lay on his back, head tilted toward her.

His eyes were wide open, and utterly devoid of life.

Bilba's scream instantly had Glorfindel's head snapping up. He looked at her and then followed her gaze to where Gandalf lay.

By the time Bilba had slid off Beorn's back and scrambled over, Glorfindel had already reached the wizard's side.

Bilba collapsed next to him just as Glorfindel gently closed Gandalf's eyes.

"No," Bilba sobbed. "Gandalf, no." She reached out and grabbed his arm, shaking him. "Please," she begged. "Please wake up. WAKE UP."

"Bilba," Glorfindel slid an arm around her waist. "We need to go, come on."