The battle was in full swing by the time Vistial arrived. She saw men, elves, and dwarves fighting against an army of orcs. With a roar, she launches herself at a band of orcs that were sneaking up behind Gandalf.

"Vistial! You are alright!" Gandalf exclaims as he slices the head off an orc.

"You can't get rid of me that easily." She replies, taking two orcs and flinging them through the air. She shifts and stands next to the wizard as a familiar small figure appears.

"Gandalf!" Bilbo runs up to them. "It's Thorin. And Fili, Kili, and Dwalin. He's taking his best warriors."

"To do what?" Gandalf demands.

"To cut the head off the snake."

"Gandalf!" Legolas suddenly appears, landing next to the trio. Vistial looks away as he catches her eye.

"Legolas. Legolas Greenleaf." Gandalf greets the elf.

"There is a second army. Bolg leads a force of Gundabad Orcs. They are almost upon us. Gundabad." Legolas states. "This was their plan all along. Azog engages our forces, then Bolg sweeps in from the North."

"The North? Where is the North exactly?" Vistial demands.

"Ravenhill."

"Ravenhill?" Bilbo exclaims. "Thorin is up there. And Fili and Kili. They're all up there." The words barely left the Hobbit's mouth before Vistial shifts once more and launches herself into the sky. She banks toward Ravenhill.

'Hang on, Kili. I'm coming.'

~~~

Vistial had no idea where the dwarves were at. She circles the old ruins, searching for any sign of the dwarves. A flash of metal catches her eye and she looks down.

'No, it...it can't be...' Vistial dives down and lands next to the body. The blue eyes that had once shone brightly with amusement stare lifelessly into space. Vistial shifts immediately and collapses into tears. It was Fili.

"No, please..." Vistial grabs Fili and pulls him to her, sobbing. "I'm...I'm sorry, Fili...I wasn't here when you needed me..." Several of Vistial's tears fall onto his dirt-covered face. A loud shout brings Vistial away from her mourning.

"Kili..." He must still be alive. He had to bealive. Vistial gently lays Fili down and places her cloak over him. "I willprotect them. I promise." Vistial launches herself into the sky and barrels towardthe location of the fighting.