As night came, the Company sought shelter near the cliff's edge. Pheonix dismounts Sky Ranger and helps Bilbo while the other Dwarves dodo the same, getting their bed rolls and other things they might need to sleep. 

Gandalf soon finds himself where he can be comfortable without being too close to the Hobbits. Pheonix has placed her bedroll beside Bilbo to keep him warm if the need arises. 

They eat dinner; then all go to bed. But somehow, Bilbo can't sleep due to the snores of the Dwarves. Thorin is on the lookout, and Pheonix is also awake. She used to sleep in her wolf form, even at her little cabin. It would keep her warm when the comforter was no help. So with a sigh, she stood up but froze when she saw Bilbo move away from his own. Her eyes followed him as he walked over to Sky Ranger, giving her an apple. 

 "Hello, girl. That's a good girl. It's our little secret, Sky Ranger; You must tell no one. Sh, sh," he whispers to her, and the white mare snorts but takes the apple. She can't say no to free food. Pheonix watched with a soft smile, but that smile was wiped off as soon she heard a familiar cry ring into the night. Her eyes glow, and her teeth grow to fangs. Gandalf sees this and comes over, placing a comforting hand on her shoulder, calling her down enough to get her to return to her normal features. 

Well, her eyes still glow, but her fangs are gone. Bilbo, who heard the cry too, walks over at a brisk pace, whispering, shouting to the dwarves that are awake: Fili and Kili. 

 "What was that?"

The two brothers share a glance before the youngest speak up, his eyes severe, but the glint of misfit is bending them. Phoenix front and stands up to show that she is awake. she walks over to Bilbo, placing a hand on his shoulder. Kili speaks up, "Orcs." this gets Bilbo to go stiff and Phoenix to let out an inhuman growl. "ugly creatures," she growls to herself, but Bilbo hears her and looks at her. 

"Have you seen them before?" he asks, and she nods "yeah, I have. Throat-cutters they are. There'll be dozens of them out there. The lowlands are crawling with them." she sighs and then pats Bilbo's shoulder "but I am too. they will be dead before they can ever bite you my friend?" she says, and Bilbo nods carefully. 

Fili then speaks up, making their attention go to him.  "They strike in the wee small hours when everyone's asleep. Quick and quiet; no screams, just lots of blood."

Bilbo whimpered and clutched Pheonix's clothes like a child to his mother. The shapeshifter hissed at the two heirs and barked out, "You think that's funny? You think a night raid by orcs is a joke?" they at once lost their fun and looked down. Pheonix narrowed her eyes before she sighed. Thorin walked up to them, his eyes hard. Kili saw him and muttered to both of them, "We didn't mean anything by it."

Their uncle scoffed and walked away, growling under his breath, "No, you didn't. You know nothing of the world." Bilbo and Pheonix share a glance. Something isn't right. They were only joking, and while the wolf shifter hates orcs more than she has ever hated anything, she didn't take this to heart. But it seemed that the Dwarf King did. 

Balin soon comes up to them and says softly, "Don't mind him, laddie. Thorin has more cause than most to hate orcs. After the dragon took the Lonely Mountain, King Thror tried to reclaim the ancient dwarf kingdom of Moria. But our enemy had got there first."

All the dwarves were awake now, and Pheonix sat down with Bilbo on her lap, listening to the old Dwarf. 

"Moria had been taken by legions of Orcs led by the vilest of all their race: Azog, the Defiler. The giant Gundabad Orc had sworn to wipe out the line of Durin. So he began by beheading the King.

 Thrain, Thorin's father, was driven mad by grief. He went missing, taken prisoner, or killed; we did not know. We were leaderless. Defeat and death were upon us.

That is when I saw him: a young dwarf prince facing down the Pale Orc.

He stood alone against this terrible foe, his armor rent...wielding nothing but an oaken branch as a shield. 

Azog, the Defiler, learned that day that the line of Durin would not be so easily broken." Pheonix smiles a bit but continues to listen. "Our forces rallied and drove the orcs back. Our enemy had been defeated. But there was no feast, no song, that night, for our dead were beyond the count of grief. We few had survived. 

And I thought to myself then; there is one who I could follow. There is one I could call King." by now, all of the Company had woken up and were looking at their King, who turned slowly to face them. He held himself solemnly, and Pheonix got new respect for him, her head dipping as he passed her and bilbo. 

The Hobbit then asked: "But the pale orc? What happened to him?" Thorin's eyes hardened even more, and he sneered. "He slunk back into the hole whence he came. That filth died of his wounds long ago." Pheonix felt a pit grow in her stomach. she shared a glance with Gandalf and Blain. They all knew. Azog was not dead. And their journey is about to become a whole deal more dangerous. 

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