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Another howl split the sky, as Bilbo scrambled back down to the rest of the Company.

"How close is the pack?" Dwalin asked.

"Too close. A couple of leagues, no more, but that is not the worst of it." Bilbo said.

"Have the Wargs picked up our scent?" Fili asked, frowning.

"Not yet, but they will; we have another problem." Bilbo said.

"Did they see you? They saw you!" Thorin exclaimed.

"No, that's not it-," Bilbo said, before he was cut off as Gandalf turned to the other dwarves, smiling.

"What did I tell you? Quiet as a mouse. Excellent burglar material." Gandalf said.

The dwarves chuckled, as Bilbo clenched his fists.

"Bilbo needs to finish talking, guys." Alenia said, from where she was leaning against a tree, looking out over the valley.

"Thank you, Ally." Bilbo muttered, before he continued. "I'm trying to tell you there is something else out there."

"What form did it take? Like a bear?" Gandalf asked, as the dwarves muttered in worry, shifting on their feet.

"Ye-," Bilbo started, before he cocked his head at Gandalf, confused. "Y- yes. But bigger, much bigger."

Alenia turned to look incredulously at the wizard. "You knew about this beast?"

"I say we double back." Bofur said.

"And be run down by a pack of Orcs." Thorin retorted, running a hand through his hair.

"There is a house, it's not far from here, where we might take refuge." Gandalf said.

"Whose house? Are they friend or foe?" Thorin asked, exasperated.

"Neither. He will help us, or he will kill us." Gandalf said grimly.

The dwarves, Alenia and their burglar exchanged uneasy looks.

"Well, that's reassuring." Alenia muttered.

"What choice do we have?" Thorin retorted.

A loud roar sounded from behind the Company.

"None." Gandalf said.

A large crack came from out of the forest behind the Company, sending them racing through the trees. The group crashed through the branches, and tree trunks, and leaped over a stream.

"This way, quickly!" Gandalf called, as the dwarves, half-elf and hobbit ran after him.

Bombur turned to stare behind them, as loud, crashing sounds came closer and closer.

"Bombur, come on!" Nori said, pulling him along.

The Company emerged from the forest, after shoving through the last of the ferns, before appearing onto a grassy plain, where they could see a house in the distance.

"To the house! Run!" Gandalf cried.

"What do you think we're doing?" Alenia yelled.

As the Company neared the house, Bombur took off, outsprinting the group, as if his life depended on it. Oh, wait. It did.

The dwarves ran to the front door of the house. Bombur, who reached the door first, threw himself against it but fell flat on his back when the door didn't open. The rest of the dwarves caught up and began throwing themselves against the door, trying to open it.

Alenia looked back as a massive bear broke out from the edge of the forest and charged towards them.

"The fuzzball caught up with us!" Alenia yelled, as the dwarves continued to throw themselves against the door.

"Open the door!" Gandalf exclaimed.

"Quickly!" Thorin yelled.

"Alright, move! Out of the way!" Alenia said, as she shoved through the dwarves to get to the door. She swiftly reached up and unlocked the latch, and pushed the door open, as the rest of the Company rushed into the house after her.

The dwarves turned quickly to shut the door, but the bear had already shoved it's head in between the pieces of wood, keeping them open. The bear roars as he shoves against the door, trying to enter. The dwarves strained, yelling, to close it.

"Come on, lads!" Dwalin yelled, as the dwarves pushed harder, but the bear pushed farther into the house, despite their efforts.

Alenia threw herself into the doors, and with the sudden added weight, the bear was forced back, the doors were able to be closed, and Thorin quickly shut the bolt.

"Next time you try to break into a house, you might want to unlock the door first." Alenia puffed, as she slid down the door to sit.

"What was that?" Ori asked.

"That...is our host." Gandalf said.

Alenia looked up in shock, as the dwarves and Bilbo turned to look incredulously at the wizard.

"His name is Beorn, and he is a skin-changer." He continued. "Sometimes he's a huge black bear; sometimes he's a great strong man. The bear is unpredictable, but the man can be reasoned with. However, he is not overfond of dwarves."

"Well, it's a good thing our group is sixteen members strong, and thirteen of them are dwarves. Oh, and don't forget we just broke into his house." Alenia groaned, leaning back to rest her head on the door behind her.

The dwarves looked at each other in dismay, as Ori peeked out a crack in the door.

"He's leaving!" he said.

"Come away from there! It's not natural, none of it. It's obvious: he's under some dark spell." Dori said, as he pulled his brother away from the door.

"Don't be a fool; he's under no enchantment but his own." Gandalf scolded. "Alright now, get some sleep, all of you. You'll be safe here tonight."

"I hope." he whispered, and Alenia shot him a look as the Company dispersed.

"Did you really call Beorn a fuzzball?" A voice asked, as Alenia closed her eyes and sighed from her spot on the floor.

Alenia grinned, and opened one eye to look at Kili.

"You heard that, huh?" she asked, as Kili reached down to help her up.

"Uh, I think everyone did." He said, laughing.

"What can I say? Humor helps me deal with a threat to my life." Alenia said, winking.

Kili just shook his head, and grinned, before he pulled her after the other dwarves to get some rest.

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A bird chirped somewhere nearby, as Alenia stirred. She opened her eyes, and saw Kili sound asleep right next to her, one of his arms slung over her side.

"Breakfast!" someone called from another room.

"Kili." Alenia whispered, shaking his shoulder.

He groaned, and just pulled her closer to him.

"Oh my gosh." She laughed. "Wake up, sleepy head. There's food."

"Did you just say food?" Kili asked, bolting straight up.

"Yes, I did, and if you don't hurry, there won't be any left. So come on." Alenia said, standing up.

Kili grabbed Alenia, and dragged her out of the room, laughing.

As they passed under an archway, Alenia looked up and shrieked when she saw a spider on the arch.

"What?" Kili asked.

"Spider." Alenia squeaked, as she hid behind the dwarf. "Protect me."

"Don't tell me that the fearsome half elf/half human Ranger of the North Alenia Damenor is scared of spiders."

"Eight legs and eight eyes." Alenia muttered. "It's not natural."

"I thought elves liked nature." Kili smirked.

"Not if it has eight legs and can kill you with a single bite." Alenia protested, which turned into a shriek, as Kili grabbed the spider from the ceiling and dangled it in her face.

Alenia ducked and dashed away from the dwarf, who followed, still holding the spider.

"Put it down," she hissed, as they entered the room they had entered the house through the previous night, and sat down at a long table with the other dwarves.

Kili held the spider up, and moved it closer to the half-elf's face, causing her to smack his hand, and him to drop the spider to the ground below.

Bilbo entered the room a few minutes later, and a tall, hairy man passed him some food, as he had done to the rest of the company previously.

"So you are the one they call Oakenshield. Tell me, why is Azog the Defiler hunting you?" Beorn asked.

"You know of Azog? How?" Thorin asked.

"My people were the first to live in the mountains, before the Orcs came down from the north. The Defiler killed most of my family, but some he enslaved." Beorn answered.

Alenia noticed the remnants of manacles on the shapeshifter's wrists, and reached for Kili's hand in sadness.

"Not for work, you understand, but for sport. Caging skin-changers and torturing them seemed to amuse him." Beorn spat bitterly.

"There are others like you?" Alenia asked.

"Once, there were many." He said.

"And now?" Bilbo asked.

"Now, there is only one."

Alenia frowned in sadness, and leaned over to rest her head on Kili's shoulder.

"You need to reach the mountain before the last days of autumn?" Beorn asked, changing the subject.

"Before Durin's Day falls, yes." Gandalf responded.

"You are running out of time." Beorn observed.

"Which is why we must go through Mirkwood." The wizard explained.

"A darkness lies upon that forest. Fell things creep beneath those trees. There is an alliance between the Orcs of Moria and the Necromancer in Dol Guldur. I would not venture there except in great need." The shapeshifter warned.

"We will take the Elven Road. That path is still safe." Gandalf said.

"Safe? The Wood-Elves of Mirkwood are not like their kin." Alenia said, frowning.

"They're less wise and more dangerous. But it matters not." Beorn agreed.

"What do you mean?" Thorin asked.

"These lands are crawling with Orcs. Their numbers are growing, and you are on foot. You will never reach the forest alive." He explained.

Beorn stood, as Thorin rubbed his face in distress.

"I don't like dwarves. They're greedy and blind, blind to the lives of those they deem lesser than their own." The shapeshifter started, picking up a mouse gently and looking at it closely. "But Orcs I hate more."

He looked up at Thorin. "What do you need?"

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a/n:

first chapter... yay?

vote/comment if you would like to. see y'all on friday ig.

- ash xx