Hey! So, this is my first attempt at the Hobbit fandom… And I really should be working on my other fanfics but this idea wouldn't really leave me alone until I wrote it down, soooo~ Anyways, please please pleaaaasseee let me know what you guys think and feel free to attack me with Orcrist if I make some of the characters too OOC (or, you know, Sting… Sting might be a little less painful, actually, since Orcrist is apparently huge…)

Also, quick note: I do not own the Hobbit or anything remotely associated with it. I do own a copy of the book, but I don't really think that counts… Also, the characters are definitely more movie-verse, but I tried to keep some things close to the book… although, we're going to ignore the fact that the entrance to Erebor isn't really blocked in this, and the fact that the forces of Dain and the orcs are closer to Erebor than they were supposed to be in the book.

"Take him, if you wish him to live; and no friendship of mine goes with him."

Thorin Oakenshield stared up at the towering iron throne that had been his grandfather's symbol of power, his icy-blue eyes carefully avoiding the large, gaping black hole that had once held the Arkenstone within its golden clutches. He had hated the hole when the Company had first made its way into the throne room of Erebor; then, the hole had only been another reminder of the home that he had lost and the people that he had failed, a reminder that filled his weary body with a fresh rush of determination that had sent him into the nearest treasure room, his strong fingers tingling with anticipation at the prospect of restoring the another piece of Thror's legacy to his ruined kingdom under the mountain.

He could barely look at the hole now, not when the searing hatred that had once dominated all of his emotions towards that particular area had morphed into grief, betrayal, and regret.

The hole didn't fill him with determination now.

"Farewell! We may meet again as friends!"

The dwarf king flinched and turned away from the throne, struggling to dispel the images of kind dark eyes filled with sadness, eyes that had once made the dwarf's heart melt with a warmth that he had almost forgotten through years of loneliness and hardship. For a brief moment, Thorin allowed Bilbo Baggins to reign over his thoughts, his lips quirking into a half-hearted, bitter smile at the memory of the hobbit's final, cautious smile before he had been driven away, his tiny body half-hidden by the swirling folds of Gandalf's cloak.

"Friends," he murmured to the absent creature. "You were never my friend, Halfling."

*Bagginshield*Bagginshield*Bagginshield*

Bilbo wasn't the first one to hear the screams.

That gruesome honor belonged to an elf whose name he hadn't bothered to remember. The stoic, pale-faced being had been one of the five or so who had been assigned to keep watch over the northern edge of Thranduil and Bard's camp the day after the hobbit's exile from Erebor. Bilbo couldn't remember why he had decided to follow them- he couldn't remember anything, really, except for the fury in the dwarf king's eyes as he dangled the hobbit over the rocks of Erebor and ordered him to leave. Bilbo flinched at the memory and instinctively leaned towards the nearest elf, causing the taller being to recoil slightly in surprise and confusion. The hobbit sighed heavily and flashed his companion an apologetic half-smile before turning back in the direction of camp.

There's no point in staying here with them, he reflected dully. No point in staying anywhere, really… I don't belong here anymore.

I don't belong anywhere… Not now.

Thorin's face swam across the hobbit's thoughts for a brief moment, his stern features softened by a rare smile. Bilbo's lips twitched despite himself and he wondered vaguely where the memory had come from before he remembered that it didn't matter anymore. He would never see that smile again…

One of the elves cried out behind him. Bilbo whirled around just as the remaining elves reached for the bows that had been slung across their backs, his heart pounding in his chest with a sudden flash of foreboding. The hobbit hurried to stand beside the line of tense elves, his eyes and ears straining against the dim light of the forest to catch a glimpse of whatever had alarmed his current companions.

Flashes of grey flesh and dark fur appeared between the trees that lined the very edges of Mirkwood. Bilbo shuddered as the piercing shrieks and wails of hundreds of orcs, goblins, and wargs reached his ears, his small hand going instinctively to the small sword that had been strapped to his hip. A cool, firm hand settled on the hobbit's shoulder and roughly shoved him behind the line of elves, causing the smaller being to yelp in surprised protest. The elf that had touched him barely spared the hobbit a glance, his gleaming blue eyes focused with a frightening intensity on the group of several dozen wargs and orcs that had started to approach them through the trees.

"Warn Thranduil," the elf murmured before taking off towards the attackers, his slim silver swords already drawn. Within moments, two of the other guards had joined their companion, while the remaining two guards drew their bows and aimed.

Bilbo bit his lip and started to run back to where he had last seen the elven king, only to freeze in place moments later, his wide brown eyes locked on the army of grey, black, and white shadows that were continuing through the forest without a second glance towards the five elves that were struggling against a their comrades. Bilbo frowned and started to follow the larger group with his eyes, his mind reeling as it struggled to figure out where the creatures were headed.

I need to tell Bard, he reminded himself. Bard and Thranduil will know where they are going…

The hobbit took off towards the camp, his frantic heartbeats pulsing like drums in his ears. He vaguely heard several men call out to him in surprise as he barreled past them, but he paid them no mind. Within moments, the large tent that had been erected to house Bard and Thranduil loomed up in front of him, its entrance guarded by a small horde of stern-faced elves and men. Bilbo shoved past the guards without hesitation, his fingers clawing at the firm hands that tried to restrain him.

Bard glanced up in surprise when the hobbit burst into the tent, his tanned, calloused fingers still splayed across a map that had been spread across the table placed in the middle of the area. Thranduil didn't look up from the map, although Bilbo thought he saw the elf king's shoulders tense slightly at the interruption.

"Bilbo," Bard greeted cautiously, his dark eyes widening as they took in the smaller man's flushed features and panicked expression. "What-?"

"Orcs," Bilbo gasped. "Wargs, goblins… An army of them, heading north."

Bard shoved away from the table and hurried to the hobbit's side, his hands reaching instinctively for the bow that he had left near the tent's entrance.

"Wait," Thranduil called quietly. "How do you know this?"

"A group of them attacked the guards that you had set up along the northern edge of camp," Bilbo reported hastily. "The rest kept moving through the forest… I don't know where they're going."

The elf frowned and finally looked up from the map, his expression vaguely troubled.

"How many of them attacked the guards?" Thranduil demanded.

"I don't know- more than forty," Bilbo guessed.

The elf king's frown deepened, his spindly fingers twitching slightly towards the weapons that Bilbo knew were hidden within his robes.

"We need to get out of here," the elf king said slowly. "Too many of my men went with Legolas to get reinforcements from Mirkwood, and the men of Lakewood are not equipped to hold off a small army of orcs."

Bard visibly bristled at the elf's comment and opened his mouth to protest, only to stiffen when an alarmed shout reached them from the middle of the camp.

"Looks like some of the orcs got past your guards," the bowman growled. "Do you think that the rest of the army will come back?"

The elven king shrugged and started to make his way towards the entrance to the tent, twin swords already clutched in his slim hands.

"We are not their ultimate target," he murmured. "But… if their intention is to surround Erebor and lay siege to it, any of our survivors will inevitably become targets."

Bard swore and shrugged a quiver full of arrows over his head, his feet already taking him out of the tent. Bilbo followed the bowman with Thranduil at his side, his brown eyes wide with concern at the mention of Erebor.

"Wait," he gasped as the human bowman darted immediately into the bristling throng of men that were now struggling against a screaming mass of orcs and wargs. Thranduil paused for a moment to glance down at the hobbit, his brow furrowed in tension and disapproval.

"There is no time to wait, Master Baggins," he said quietly. "The women and children of Laketown need to be defended and evacuated before the army can return."

"Where else is the army heading?" Bilbo demanded. "They weren't going towards Erebor when I last saw them… And if they were, the quickest way to reach the mountain is through our camp."

The elf king spared the hobbit a quick, unreadable glance before he threw himself towards an orc that had broken past the line of defenders, his gleaming swords slashing easily through the creature's grey skin.

"There is a small army of Dwarves from the Iron Hills marching towards Erebor as we speak," the elf called flatly as he kicked the orc's limp body away. "I told Bard that Thorin Oakenshield had probably called them in in an effort to avoid paying us the ransom for the Arkenstone. If the orcs wish to surround Erebor, they will inevitably come into contact with the army of Dain."

Bilbo paled and hurried after the elf king, Sting slashing into the unprotected thigh of another orc before the hobbit could really think about what he was doing. Thranduil finished the wounded orc with another blow from his swords and spared the hobbit a pleased nod, his attention already moving to his next enemy.

"If the army reaches the army of the Iron Hills," Bilbo screamed over the chaos of orc screams and battle cries. "Will the dwarves… will they be better off than we are?"

The Elvenking stopped and shot Bilbo another glance, his eyes softening with a strange mixture of pity and distaste.

"The forces of the Iron Hills are large," he remarked coolly. "But not large enough… especially if they care caught by surprise."

Bilbo stumbled away from the elf, barely even noticing when another orc was slaughtered barely a foot away from him. The hobbit glanced around at the roiling, bloody chaos that had once been a camp, a small sigh of relief breaking through his lips when he saw that most of the orcs and wargs had already been killed. The sigh caught in his throat at the sight of the mangled bodies of elves and men that had been scattered across the blood-soaked ground, his mind suddenly flooded with images of Thorin's agonized face as he was lifted into the air by Azog's warg and thrown violently onto the rocks.

"…if they are caught by surprise."

How long would it take the dwarves to realize what was happening when the army of orcs reached them? How many would be killed before they could even think to defend themselves?

How many would die?

Bilbo muttered something that would have given many hobbit lasses heart attacks and cast another, frantic gaze around the camp, his sharp eyes searching desperately for a sign of the bowman.

"Bard!" he yelled when he caught sight of the dark-haired warrior.

The other man whirled around and hurried to Bilbo's side, his tanned skin covered in dirt and dried blood.

"Bilbo, we need to start moving," the bowman said hastily. "Where's Gandalf? There's a valley not far from here where we can regroup and wait for reinforcements-."

"Go back to Erebor," Bilbo interrupted hastily. He flinched at the look of open shock and disbelief that the human sent his way and forced himself to continue. "Please, just listen to me. Thorin isn't himself but… he won't turn away wounded and he won't leave women and children to die." At least, I hope he won't… "Give him the Arkenstone if you need to, just convince him to let your forces inside the mountain."

"And Thranduil?" Bard pointed out sharply. "Your king will never let an elf inside of their mountain."

"He might," Bilbo argued desperately. "Please, there's no other place where you can defend yourselves against an army, and Mirkwood is too far away."

"Thranduil said that Erebor was the orc army's target," Bard reminded him stonily. "What if we just ran to Mirkwood while our enemies are distracted by their siege on the mountain?"

Bilbo flinched at the thought and flashed the man a fierce glare. He didn't have time for this… the more he waited, the closer the orc army was getting to Thorin's kin…

"Do what you must, then," he snapped. "But if you do go to Erebor, tell Thorin-." The hobbit broke off with a small shudder, his mind flooded with images of the dwarf king's furious gaze. He bit his lip and turned away, his hands clenching tightly around the hilt of his sword. "Tell him I'm sorry, for everything…"

"Where are you going?" Bard demanded, his voice rising in surprise and concern when the hobbit began to make his way out of the camp.

"I need to warn the dwarves of the Iron Hills," Bilbo shouted back. "They need to know what's coming for them."

"Bilbo, the orcs will already be attacking them by the time you reach their camp," Bard snapped. "You won't be able to save them."

Bilbo ignored the bowman and started to run, his fingers slipping into his pocket to fasten around the cold metal ring that he had taken from Gollum, images of Thorin's smile flashing through his mind.

I'm sorry, Thorin…

*Bagginshield*Bagginshield*Bagginshield*

"Thorin!"

Thorin jerked in surprise at the sound of his eldest nephew's voice and slowly lowered Orcrist to the ground, his other hand still wrapped around the soiled cloth that he had been using to clean the elven blade. Fíli and Kíli, along with Bifur, Bofur, Bombur, and Ori, had refused to speak to him since Bilbo's exile, and even Balin had become noticeably cooler in his interactions with the dwarf king.

"Fíli?" he called cautiously.

The younger dwarf shifted uneasily in the entrance to the ruined chambers that Thorin had claimed as his own, his hazel eyes wary beneath his golden hair. The heir to the throne of Erebor quickly glanced down at his feet when he met his uncle's gaze, his shoulders tense.

"Dwalin and Ori said that the men and women of Laketown are coming up to the walls," he reported tersely. "Along with about a dozen elves. They want to know if we will provide them with sanctuary."

Thorin frowned and got to his feet, wondering if he had misunderstood.

"The men and elves who robbed us of the Arkenstone and threatened us with war are asking us for sanctuary?" he repeated.

Fíli stiffened at the mention of the stone that had caused them so much grief but nodded. Thorin stared at his nephew, his mind reeling.

"What do they want sanctuary from?" he demanded.

"They said that an orc army attacked them before moving north," Fíli explained slowly. "Thranduil apparently believes that they will come back, and Bard insists that it will be safer for all of us if we create an alliance."

"Oh, is that all he wants?" Thorin spat. They probably just want our gold again… he added savagely, choosing to ignore the memory of Bilbo's tearful, indignant face as the hobbit explained that he had only taken the Arkenstone to avoid war.

"Thorin," Fíli whispered fervently. "Many of them are wounded, and they have women and children with them. We can't leave them out there to fend for themselves against an orc attack."

"How do we know that there was an orc attack?" Thorin shot back. "More importantly, how do we know that these orcs will actually come back?"

"Send a raven to Dain, then, and ask him if he's seen anything," his nephew snapped. "We'll keep an eye on the men and elves until we know that they're telling the truth, but please, Thorin, just let them in."

"A true king would not let his enemies inside of his home-," Thorin began.

"A true king wouldn't leave innocent people to die," Fíli snapped. "Bilbo is with them! Are you really willing to sit back and watch him be killed after everything that he did? The men of Laketown gave us food and shelter after our escape from the elves; Bard killed Smaug, for Aule's sake! Would you leave them to die because you're too paranoid to remember the kindness that others have shown to you?"

Thorin was silent. For one brief, savage moment, the dwarf king was tempted to ignore his nephew, to order his company to lock their doors against the thieving, dishonest men of Laketown and their elven allies. Then he thought of Bilbo, of the small, tentative smile that the hobbit had given him when he promised to help the dwarves take back their homeland, the fierce expression on his face as he threw himself at Azog's soldier, and the wild, desperate happiness in his gentle brown eyes when he had first found Thorin's cell in Thranduil's kingdom.

"He would have let them in without hesitation," he mused quietly.

"He let us in," Fíli reminded his uncle, not even bothering to ask the king who he was thinking of. "And our situation was much better."

Thorin sighed heavily and ran a hand through his hair.

"Let them in," he said finally, his heart clenching painfully when he saw the obvious surprise in Fíli's expression.

Am I that far gone? Thorin wondered grimly. He forced himself to follow the younger dwarf into the ruined vestibule of Erebor, his hands still clenched around the hilt of Orcrist. He stopped in the shadows of the hall, allowing Fíli to leave his side and join his brother at the entrance.

Ori, Dori, and Oin had already started to help the men of Laketown carry their wounded into the mountain, while Balin and Gloin were engaged in a tense conversation with Bard and Thranduil in the far corner of the room. Thorin wondered dimly why Fíli had even bothered asking for his permission to allow the refugees into Erebor when it was obvious that the remaining members of the company already decided to let them in.

Bofur and Bifur slipped in and out of the small crowd of refugees, their dark eyes sweeping across the weary travelers with a peculiar sense of urgency. Thorin frowned and started to search through the crowds as well, looking for a glimpse of Bilbo. Would the hobbit try to hide from him after their last encounter? The thought made the king's heart clench again and he pushed away from the shadows, immediately drawing the attention of the other inhabitants of the hall.

Balin and Gloin hastily made their way to the king's side, followed closely by Bard and Thranduil. Thorin offered the elf king and the bowman a curt nod, his fingers flexing instinctively around Orcrist's hilt.

"My nephew told me that you had been attacked by orcs," he muttered.

Bard nodded slowly. "He told you the truth. We were attacked earlier today by a fraction of their forces. The remainder of the army continued north, although we fear that they will return."

"North?" Thorin repeated, his muscles tensing with the first hints of dread. "Dain's army is coming down from the north."

"Indeed," Thranduil remarked dryly. "That was Master Baggins's concern as well."

Thorin flinched at the mention of the hobbit and glanced back towards the rest of the refugees, his azure eyes combing the bloodied, dirt-encrusted ranks of the crowd for a sign of Bilbo's auburn curls.

"Why did you decide to come here?" he asked, only half-interested in the answer.

"Bilbo suggested it to them," Balin informed him dryly. "Apparently, your hobbit still has faith in your honor and hospitality."

Thorin's frown deepened at the older dwarf's tone and decided not to comment on his friend's words.

"And where is the hobbit?" he demanded impatiently.

Bard hesitated, his brow furrowing with a sudden unease that immediately made Thorin regret his question.

"He went north to warn the dwarves of the Iron Hills about the orc army," the bowman said finally.

Thorin stared at the bowman, unable to comprehend the man's words.

"He went…. Alone?" he said finally. "You let him go by himself?"

Bard flinched at the expression on the dwarves' faces but nodded stiffly, his features set.

"I had to get my people to safety," he stated firmly.

Thorin swore and stormed away from the man, his eyes locked on the darkened valley that spread out beyond the doors of Erebor. Strong hands locked around his arms and jerked the dwarf king back. Thorin snarled and jerked violently against his captor, another curse escaping his lips when a second pair of hands joined the first.

"And what do you think you're doin', Thorin?" Dwalin demanded roughly.

"Dain and Dis are out there," Thorin snapped. "And Bilbo. I'm going to help them."

"Aye, without any armor and armed only with a shield," Nori muttered dryly. "The orcs will run when they see you."

Thorin glared at the two dwarfs and struggled against their grip again, a low hiss of frustration breaking through his lips when his captors refused to budge.

"Let me go!" the dwarf king snarled. "So help me-."

"Thorin!" Kíli's voice called down from the wall. "More people are approaching!"

"Are they men of yours?" Balin demanded from Bard and Thranduil.

The bowman shook his head and glanced back at the elf king, who shrugged.

"I doubt that my son would have been able to make his way back from Mirkwood this soon," the elf mused.

"The banners are from the Iron Hills!" Bombur's voice added excitedly.

Thorin snarled and threw himself against Dwalin and Nori's arms, a low growl of triumph rising in his throat when the shocked dwarves released him. He ran out of Erebor without a backwards glance, Fíli and Gloin close behind him.

And army of shadows stormed towards him out of the darkness, their muddy armor and bloodstained weapons gleaming dully in the fading light of the setting sun. Thorin felt the breath rush out of his lungs when he saw how many of the shadows were being supported or carried by their companions and pushed himself faster, only to be easily outstripped by Fíli. The younger dwarf plunged into the exhausted mass of running dwarfs, his voice raised in a frantic call for Dis. Thorin flinched and struggled to keep up with his heir, his eyes widening when a familiar form detached herself from the crowd and ran to meet Fíli half-way, her loud, rough voice carrying easily above the tumult of the crowd.

"Fíli!" Dis cried, her arms wrapping tightly around the golden-haired prince for a brief moment before she pushed him ahead of her. "You daft little fool, what are you doing? Get your arse back into Erebor!"

"Dis!" Thorin yelled, immediately grabbing his younger sister's attention.

"Thorin!" Dis called back. "Is this foolishness your doing?"

"The orcs aren't far behind us, Thorin," Dain's voice called from somewhere over the dwarf king's shoulder.

"How many are there?" Thorin demanded.

"We cut their numbers in half, but I'm willing to bet that there are close to a hundred remaining," Dain reported breathlessly. "We'll have a better chance of holding them off in Erebor."

Thorin nodded and hurried forward to help Gloin support one of the wounded, his eyes searching the mass of dwarves for a smaller, slimmer being.

"Where's the Halfling?" he yelled.

"I haven't seen 'im," Gloin grunted.

Thorin frowned and forced himself to keep moving even as a cold, crippling fear began to settle into his bones. The dwarf king's lips quirked up into a reluctant smile when he saw a frantic Kíli waiting at the entrance of Erebor, his hazel eyes wild beneath his dark hair.

"Mother! Fíli!" he cried.

"Kíli!" Thorin yelled before anyone else could answer. "Go with Bifur and Bofur to gather the armor. Tell Dwalin and Nori to secure the gates after we've all gone through."

Kíli nodded and darted back into the mountain moments before the first of the dwarves hurried through the entrance, their wide shoulders bent and heaving with fear and exhaustion. Thorin hastily shifted the weight of the injured dwarf onto his shoulders and motioned for Gloin to help with the others, his blue eyes locking immediately on Bard and Thranduil the moment he ran into Erebor.

"Bowman!" he yelled. "Elf!"

Thranduil raised his eyebrows but hurried with Bard to the dwarf king's side, his lips curling in faint distaste at the number of dwarves that were now crowded around him.

"Get all of your archers up onto the walls," Thorin ordered the two. "I will send all of the dwarf archers that we can spare in a moment."

The man and the elf nodded and hurried to organize their men, their eyes flickering with the tiniest hint of worry towards the crowd of dwarves that were still pouring into the mountain.

"Will you be able to get them all in before the orcs are upon us?" Bard called.

Thorin flashed the bowman a deadly glare and nodded before he darted back to his sister's side, his shoulders lifting slightly when he saw that she was with Dain. Fíli had already left his mother's side to join his brother, his golden head flashing in and out of view among the crowds as he hurried to distribute weapons and armor to the members of Thorin's Company.

"How far away are the orcs?" Thorin demanded.

"Four or five miles," Dain replied immediately. The king of the Iron Hills was just as filthy as many of his soldiers, but his eyes were filled with the fire of battle as he met his cousin's gaze. "How many of my men do you need up at the walls?"

"As many as you think we can spare," Thorin replied immediately. "The more orcs we can kill from a distance, the better."

Dain Ironfoot nodded and disappeared into the ranks of his men, his voice rising easily among the tumult as he called out orders. Thorin turned immediately to his sister, his voice faltering for a moment when he saw the sadness in her eyes.

"You mentioned a hobbit," she murmured. "Before we entered the mountain, you were asking about a hobbit."

"Yes," Thorin agreed cautiously. He waited for the dwarf woman to say more, the blood draining from his cheeks when his sister merely looked away. "What happened?"

"He shortly after the orcs began their attack," she whispered. "At least, I think he did… No one knows exactly how or when he made his way into our camp. He threw himself at an orc that had overpowered me and told me to run. I ignored him, of course, and continued to fight but he shoved me away before I could even kill another orc. Such a stubborn little thing."

Thorin smiled despite himself. "That sounds like something that he would do."

His smile only deepened the sadness in Dis's eyes. The dwarf woman hesitated before reaching out to clasp his free hand in hers, her lips trembling ever-so-slightly.

"He told me to go," she whispered. "He told me that my boys needed me… I don't know how he even knew who I was, but… He told me to go."

Thorin stiffened at his sister's words and glanced back towards the entrance of Erebor, his fingers curling tightly around Dis's when he saw that the gates had already been shut by Dwalin, Nori, and several of Dain's own men.

"You left him behind," he guessed flatly.

"He disappeared," Dis sighed. "I'm sorry, brother…"

Thorin shook his head and pulled away from her just as Balin appeared by his side, his arms full of chainmail. Thorin wordlessly allowed the older dwarf to help him into the armor, stubbornly refusing to dwell on Dis's words. Bilbo was stubborn, unpredictable, and strong. He would survive.

He had to.

Okay, so, looks like this is going to be a little bit more than a oneshot…. Please review and let me know what you think so far!