Disclaimer: I own a computer and an imagination. That's all.

Author's note: I completely, staunchly and unequivocally disapprove of Peter Jackson's portrayal of Fili's death. I wrote this story (along with roughly 70,000 other words of alternate endings) right after I saw BOtFA in theaters. My take on everything the moviemakers MISSED.

Blood pounded like a war-drum in Fili's head. Adrenaline shot through his body, sharpening his senses and making his breath come hard. Desperately he tried to stifle the harsh panting as he crept through the ruined tunnels, his boots crunching the ice of the floor and his movements echoing uncannily. Every muscle was tense, every second was taught with the agony of the unknown.

Nothing. I see nothing. Where is Azog?

There was an echo of a falling stone in the passage behind him. He whirled, sword flying up in preparation.

Nothing.

Where is Kili? Why did I send him away? He could have been caught. And I'm not there to help him.

Mahal, keep him safe.

He continued on, peering around corners and hurrying down passages. Higher and higher he climbed, with only the cold and the stone and the wind whistling through holes in the walls for companions.

I must be halfway up the tower by now. There's nothing. Did Azog fall back? Or is he playing cat and mouse with us, like Thorin said?

Wait.

He froze in place, listening. An echo? A stone? The wind?

There it was again. Thuds. More than one.

He whirled, looking down at the passage that led to the stairs. Torchlight was on the walls, and the hard heavy footfalls of many orcs filled the room.

They found me.

He raced down the passage, the instinctive terror of being hunted filling him. The thuds grew louder, followed by shouts. He entered a large room and looked around desperately. There was a narrow passage to the side and he leapt down it-and was stopped in his tracks by the shouts, footfalls and torchlight before him.

"Agh!" he groaned, whipping around and looking back at the torchlight behind, and then at it in front. He had maybe a few seconds. He looked around one last time in desperation.

No escape.

Thorin! Kili! Get out of here!

The orcs came from both directions. Huge, heavy-faced, armored orcs. Not two or three, but five, ten, fifteen. He didn't have room to swing his sword well, but he tried, setting his back against the wall and stabbing to and fro. No time for killing hits. He just chopped off the arms and hands that reached for him. The orcs couldn't fit well in this narrow space and so long as he could keep them from overwhelming him he could keep fighting. Sweat and blood trickled down his face as he panted in the frigid air hungrily. The screams of his foes wound up and down his back as the first onslaught ended and he staggered, leaning against the wall with weariness. How many had he killed? 5? 6?

They came again.

There was a hill of dead around his feet now, heaped against his legs, leaking hot stinging blood into his boots. His sword thrusts were less sure, more desperate; the orcs kept coming and coming. There was no end to them. His blood trickled from a half dozen wounds; the cold stone pressed against his back like a silent prophecy of the tomb to come. He shifted weight, stabbing an orc and dashing the sweaty blood from his eyes.

A spear. He only just saw it in time to leap to the side. It slid by, nicking his arm and tearing his tunic, clanging off the wall behind.

But now his back was to the passage and he was tripping on the dead bodies of orcs, too weary and disoriented to regain his balance. He fell back, rolling into the legs of his enemies, struggling to get to his feet, slashing wildly. He was stopped mid swing by a huge arm that wound around his neck and yanked him backwards. Someone ripped the sword from his hand and he cried out, kicking and punching in panic. The orc pulled him out of the passage, lifted him into the air, and hurled him bodily across the room. He threw his arms up in front of his head just before he hit the stone with a meaty smack! Stunned, he dropped to the floor in a crumpled heap.

As the ringing cleared from his ears, he heard a low exultant laugh that sent chills down his spine. A harsh voice said something he couldn't understand, and rough hands grabbed him, dragging him to his knees. Someone held his hands behind his back, squeezing his wrists until the bones ground together. Blinking in a red haze, Fili looked up.

Azog stood there, just before him.

No victory. Not today. Ready yourself, Son of Durin.

Forcing himself to breathe calmly, Fili looked the Gundabad orc square in the eye. Azog's gaze was filled with evil so strong it left an icy hole in Fili's stomach, but still the young Dwarf stared defiantly.

"The first. A young one." Azog's sword flashed out, Fili wincing slightly as its point brushed his throat. It stayed there, the edge sliding along his skin, so gentle it did not even scratch. Azog looked deep into Fili's eyes, waiting for him to plead for mercy like other victims doubtless had. Fili set his jaw.

Mahal. Strength. Please.

Azog stepped around him, the blade sliding under Fili's hair and leaving a shallow nick on the back of his neck. The malice of the promised pain to come was worse than any other wound. Blood trickled down Fili's back and he took in a shallow breath through his teeth. But he did not flinch.

"I know you." Azog hissed. "Your eyes are those of your uncle, boy."

From behind the great orc bent down to him, his face so close that his breath stirred the hair over Fili's ear.

"I have destroyed your bloodline. My armies are crushing your people. Your kin are dead."

Fili closed his eyes, saying nothing.

"Your uncle will die, screaming with fear under my sword. My orcs shall destroy your armies. Your brother…"

His eyes flickered open. He could sense Azog smiling as he continued whispering in his ear.

"He is here, in this tower. Wounded. Vulnerable. I will track him down, and when I find him, I will feed him to my wolves."

Kili. Kili. Run, Kili. Get out of here!

"Tell me, Dwarf-filth; Are you afraid?"

For answer Fili smashed his head sideways into Azog's face. The orc gave a cry of pain as he staggered back, blood dripping from his nose. Fili glared at him, panting with rage.

Afraid? Yes, I am afraid. For my brother. For my uncle. Not for me. I know I'm dead. From the time I hit that wall I have known it. And therefore I do not fear it.

Though he hadn't spoken, Azog understood his answer. He snarled, dashing away the blood and giving a curt order. Someone pushed Fili from behind, making him bend over till his head was only a few inches from the floor. His hair parted and fell around his face, leaving his neck bare. Azog stood beside him, sword raised as orcs shuffled closer, eager to see the sport. Hands gripped Fili's arms, holding him immobile against the blow to come.

Courage, Son of Durin.

He closed his eyes.

"Ash naz gurnna dagg gash!"

Everyone in the room jumped two feet, even Azog.

"Agh dinn gazzu degagah!" An orc raced in, panting, to come to a stop before Azog. "Ehkenshkelu! Ekenshkelu dah thrawna!"

Azog snarled for a moment and then stopped, seeming to be struck with an idea. "Egh argon, dunack." He turned, repeating the order at a far higher volume to the orcs.

Fili turned his head, realizing for the first time what the orcs had been saying. Ekenshkelud…Oakensheild! Uncle!

His train of thought, if it could be called such, was abruptly cut off when the orcs behind him suddenly let him go and, off balance, he fell to the ground with a painful thud. Groaning, he tried to push himself up on his bruised and wrenched arms, until a large hand seized him by the back of his coat.

He looked up at Azog, sneering down on him. The cruel joy in the orc's eyes left him cold.

Oh Mahal, what is going to happen?

He soon found out. Without a word the orc started climbing the stairs, dragging Fili behind him. Fili grunted with the pain, trying the use the orc's arm and pull himself to his feet. He failed. The huge orc was moving so fast and dragging him into so many different things that he couldn't get the time to get his feet under him. He grabbed a metal shard in passing and stabbed it into Azog's leg.

With an angry snarl, the orc swung him bodily into a stone wall, and kept walking. Fili gritted his teeth with the agony of broken bones, and fell limp.

Up the last flight they went, coming out of a room onto a platform. Light shone in Fili's eyes suddenly and he flinched, trying to adjust to the brightness. Once he had he realized that they were on top of the tower.

I do not have a good feeling about this.

"Thorin!" the great orc boomed out, laughter echoing over the valley. Fili, still on the floor and only managing not to choke by pulling himself up with the orc's arm, looked out, quickly catching sight of three figures on the other side of the waterfall. His keen eyes recognized Thorin and Dwalin and Bilbo, looks of shock and horror on their faces. The strange fear that Uncle had been caught dissipated, replaced a second after by fear for Kili, who was nowhere to be seen.

A second later he was jerked out of that, quite literally, as with a heave Azog suddenly lifted him into the air, holding him out at arm's length where everyone could see him. He looked down in shock at the dizzying drop beneath his swinging feet, and then Azog's voice pulled his attention back to the small group far below him.

"Thorin! The line of Durin is doomed. First, I will kill this one, then the brother, and lastly, you."

It hit Fili with the force of a troll hammer. The terrible trap he was about to draw everyone into. Oh Mahal. That's his plan. He will kill me to infuriate them, and then when the others come to avenge me…he will kill them.

Fili could see Bilbo was covering his eyes and Dwalin's shoulders heaving. But what twisted him most was watching Thorin's face go grey. The hard shield of silence that his uncle had held between them for so many years was broken, torn apart, exposing the anguished love and helpless fear. Too late.

"Thorin!" he yelled, uncaring whether Azog would drop him to shut him up. "Thorin! Go! Run!"

He could see Thorin saying "No." even though he couldn't hear him. He didn't dare to shout Kili's name, for fear that the orcs would find him, but he clenched his hands, praying that Kili would hear him and understand.

"Run! GO! Get out-"

Azog's blade entered his back.

He gasped in the middle of a word, feeling the jagged steel punch through mail and coat and shirt and into his back. It slid up through his ribs and ripped a lung apart. Just as suddenly as it came it was gone, and he gasped again, the thought that he couldn't live long on one lung flitting through his mind. His shocked gaze fixed on Thorin, far, far away and he saw the Dwarf jerk, hand raised to him, as though trying to reach across the waterfall and stop the pain. For a moment Fili was afraid, like a youngling lost in the dark, calling for his guardian.

Uncle. Help me…

Without warning the orc's grasp on his coat loosened and he was falling. Down and down and down, through light and dark and pain and time until the ground hit him in his torn open back. Darkness swirled in front of his eyes.

Through the ringing in his head, he heard a low gasp of shock beside him and a faltering voice whisper his name. There was a thud on the ground next to him and two hands were lifting his head.

"Fili! Fili? FILI!"

He could see Kili's large, terrified eyes just above him. He drew in a ragged breath through his one working lung and spoke, blood trickling between his lips and blurring his words.

"Kili."

"Hold on." Kili's arm went around his shoulders, cradling Fili against his chest. Fili relaxed for a moment, then jerked, shock giving way to fear.

…then the brother…

" Get out…of here." he hissed, eyes snapping open and trying to focus on his brother's.

"No." Kili's face hardened with determination.

"Go."

"You're coming with me." His brother bent to try and get his other hand underneath him, but Fili summoned the last ounce of his strength to push it away.

…feed him to my wolves…to wolves…to wolves…

"Go. Now!"

"No!"

Fili tried to draw in another breath, but it was too small and ragged. He felt it slide out of his lips and realized how still his body was. The last heart beats pounded slower and slower in his head. Pain died away. Cold wrapped around him. Hearing faded.

"Kili….." he struggled, eyes fixing on and trying to draw strength from the last thing they would see.

"FILI! NO!"

I'm sorry, brother.

Life tugged one last time at his weary hands, and he released it, falling away into darkness.

Be strong, Son of Durin.

Darkness rose up. Fili could see Kili far above him cry out with grief and fury. The dark-eyed Dwarf leapt up, seized his sword and raced up the hill, screaming in a berserker rage as he attacked the orcs. Thorin was running across the frozen waterfall. Deep black closed over Fili as he fell. A long fall into mist and shadow.

And then… light.