Three cheers for the First Amendment! This story is written in confidence that Suntrust v. Houghton Mifflin (268 F. 3d 1257 (2001)) correctly declares that "an encapsulation of [a copyrighted work] [that] exploit[s] its copyrighted characters, story lines, and settings as the palette for the new story" is still protected under the First Amendment even "if its aim is to comment upon or criticize a prior work by appropriating elements of the original in creating a new artistic... work," so long as it "adds something new, with a further purpose or different character, altering the first with new expression, meaning, or message," rather than simply trying "to avoid the drudgery in working up something fresh." In short, "The fact that [the author] chose to convey [his or her] criticisms of [the original work] through a work of fiction... does not, in and of itself, deprive [the new story] of fair-use protection."

Arda and all its parts are copyrighted by the Estate of J. R. R. Tolkien. Poetry in italics is by J. R. R. Tolkien, taken from the Lay of Leithien in The Lays of Beleriand; except for the last quote, which is in prose and is taken from the Silmarillion.


Chapter 1: Concealing

Into the vast and echoing gloom
more dread than many-tunnelled tomb
in labyrinthine pyramid
where everlasting death is hid,
down awful corridors that wind
down to a menace dark enshrined;
down to the mountain's roots profound,
devoured, tormented, bored and ground
by seething vermin spawned of stone;
down to the depths they went alone...

There had been two corridors at that point. There had been two corridors many times before, and they had chosen as best they could, whether by figuring what way looked more likely, or by which way seemed to lead further down, or by what they desperately hoped was Lúthien's Foresight - it wasn't as if there were any maps of Angband more recent than the War of the Powers, and the fortress had certainly been rebuilt many times since then. They'd guessed right before. Or, at least, they thought so. There hadn't been any sign otherwise. Nothing in the passages they'd chosen before had looked particularly unlike the route to Morgoth's throne room.

But the passageway since this last turn seemed different. They had only gotten along one bend - though nothing narrowed - before they passed the last alcove with a torch in it and they could see mold growing on the walls as it had never before on any well-trafficked passage. Yet, still, they kept moving through the gathering dark with nary a sign passed between them. Beren, in Draugluin's fierce wolf-form, loped impatiently with the incongruously clean light in his eyes burning bright; Lúthien, in Thuringwethil's hideous bat-like hame, soared above him with every sign of her essence concealed save a faint wiff of clean wild air behind her. If they knew not where they were going, they needed to at least look as if they did. Their whole disguise depended on it. Yes, as Lúthien had sent Carcaroth to sleep at the Gate, a power had come on her unlike anything either of them had seen ever. And, she had indeed said that she might be able to overpower even Morgoth. Still, neither of them would try it unneedfully.

Lúthien's bat-head looked up, and she gave a squawk. Beren looked: there was a gash in the rock roof, about as long as a man was tall, as if something sharp had been dragged against it. Then, only a few steps later, Beren gave a bark. Lúthien looked down: there were three claw marks, separated by the length of a full foot and more, in the rock.

There was then a second bend in the passageway. They took it, even as doubt rose in their hearts. But then, they came upon the firmest sign since they had left the sun and stars behind them: a closed door.

A great slab of rough-hewn rock it was, scratched over from edge to edge as if both Huan and Draugluin had used it as a scratching-post for a Great Year. The slab covered the entire passage from top to bottom and left to right. No guard stood in front of it to let people past; no handle advertised a way to move it aside. There was no way forward.

Lúthien spiraled down even with Beren's wolf-form and looked at him. Firm was her face as she gestured with one wing behind them.

Beren barked with grim resolve. No words had been passed; no words were needed.

But that bark had been enough - and too much. A grinding and rattling was heard from the other side of the rock. Beren made as if to flee. Yet, then, the rock started moving, and he whirled back around to face it. Draugluin would never flee; he would have stood to meet whoever dared open a door in front of him - at least as far as Beren knew. So, he in Draugluin's hame must do likewise or be exposed.

The rock rolled half-back, into the wall, to expose a lizard bending his face around the rock in the dim light. It was nothing like any lizard Beren had seen before. But he had seen spiders like no spiders any mortal had seen before or (Valar willing) would see since. Here in Angband, he had expected such. Beren held his ground.

The lizard spoke. It spoke the twisted dialect of Sindarin that Morgoth's servants used. "Who be you, dog, that descends our walkway to disturb our rest? Do you call us to battle at last?"

Before Beren could answer, another voice came from behind them, "Oh, let them in, Ungfalad. It's not like we're busy."

The stone rolled back more, and a light shone from the cave, and Beren and Lúthien saw a whole fleet of lizards.

They were no lizards.

They were dragons.

They were dragons with wings. Even the worst tales of Glaurung had described well that he could merely crawl along the earth! These dragons, it seemed, could even fly —

Beren leaped to action, old instincts only half-buried by welcome and healing coming to the fore. He jumped back against the wall, instinctively reaching his right hand for a sword hidden under wolf's fur, sweeping out his left arm protectively as if Lúthien were standing beside him. It was a moment afterward that his mind caught up with instincts and remembered that the dragons would have thought him and Lúthien friends.

Or would they? Only one dragon had so far been seen outside Angband, though everyone had known Morgoth was breeding more by whatever dark means he used. Glaurung, Father of Dragons, had led the assault at the Battle of Sudden Flame, marching before even the Balrogs, killing hosts with his breath and teeth and claws and tail. Yet some, Beren had heard, had died in still another way: by the dragon's eyes piercing into their minds.

Could these dragons have pierced their disguises?

Then, to both their shock, an even larger dragon peered out straight at Lúthien and nodded. "Well met, Aunt, if Aunt you be."


Then Lúthien in garb most foul
did quail inside, surprised most full
and knowing not whereof to speak
without to face four dragons fierce
foresaking hope to keep the quest
to war alone for both their lives...

"I be not your aunt," she shrieked in voice like Thuringwethil's, "but another."

"Ah," said the first dragon, Ungfalad. "Who be you then, who bears the accustomed form of another?"

The second, largest of the four, continued with satisfaction, "I smell a smell unlike any other in Angband - a smell I do not think would be possible on one who has lived here. Has our Lord managed to, even at this late date, recruit a new Power into his service? Yet there are few this side of the Fear-Widened Seas; are you perhaps from the host of the traitorous Ossë?"

"But why then would she smell of land-flowers, not seaweed?" challenged Ungfalad.

"Have we ever smelled seaweed before? It's not like we're allowed to go out yet. But even if you've somehow managed to catch a piece of seaweed and smell it, I think Ancalagon's guess is the best," a third dragon put in.

"And let us wait till later to discuss it," the second dragon, Ancalagon, concluded. "Could you give us some clue, You-Who-Are-Not-That-Aunt, if not your name?"

"I am not from the hosts of Ossë," she said, fluttering back a little against a possible escape.

"The land, then," Ungfalad said approvingly. "Are there any Ainur left in Ennor, Pathred?"

The third dragon, Pathred, replied genially, "Oromë the Terrible comes from time to time, but he brings few of his folk with him - unless that sore loser Fingolfin actually was from his lot after all."

"There's Melian," a fourth dragon put in.

"Melian?" Ungfalad scoffed. "Why in the name of our glorious father and all Udûn would she be here?"

"But Malagrag is right," Ancalagon said, waving his tail threateningly. "Melian did stay here in Ennor... which means that other Ainur might have stayed, too. Besides, Our Lord knows full well that Melian had at least one daughter."

Malagrag, the fourth dragon, enthusiastically nodded. "Where there's one, there might be others."

"Wouldn't we have heard of -them, though?" Ungfalad objected.

"Who knows?" Malagrag said. "Since Melian prostrated herself to an Elf, how can we guess what plots are in her mind?"

(Lúthien forceably managed to hold her composure at this.)

"I still think this person's another Ainu who stayed like Melian," Ungfalad said.

"So," Ancalagon concluded, "welcome to Our Lord's service, You-Who-Might-Be-Another-Of-Our-Aunts. Have either of us guessed right?

After a moment's thought, Lúthien squawked, "If you like guessing so much, why shouldn't I leave and let you keep guessing?"

"Because that's no fun!" Pathred exclaimed. A tongue of fire shot from his mouth.

"Pathred!" Ancalagon lashed out his tail at the smaller dragon. "Please," he said to Lúthien, "prithee take but one moment to alleviate our curiosity."

Pathred slunk back a bit further into the cave. Lúthien stared at Ancalagon's mouth, taking care not to match eyes with him. Ancalagon stared at her, as if trying to pick apart her vampire's skin with his gaze. Beren crouched against the wall, trying to stay out of the dragons' notice.

"Very well," Ancalagon replied genially. "You are obviously an Ainu or a child of the Ainur."

"A child of the Ainur?" she replied.

"Aha!" Ungfalad cried, fire leaping from his jaws. "She does not even know Ainur can have children - she must be another stay-behind who refused to hide behind the Fear-Widened Seas!"

"And one unaware of Our Lord's plans," Malagrag continued.

"So we must teach her?" Pathred offered nervously.

Ancalagon exhaled two jets of smoke. "As you evidently have no urgent orders, New Convert, prithee let us explain to you Our Lord's service."

"On what orders?" Lúthien challenged. "We must be leaving urgently. Fare better than you deserve."

She turned to go; Beren leaped up beneath her. Yet, Malagrag leaped forward and - in one quick swoop - thrust his claws down on Beren's body.

Beren howled.

Lúthien darted down, perching just next to Maelgrag's neck. "Release him."

Ignoring Lúthien, Malagrag twisted his neck around to look Beren in the face. Beren squirmed, barking, "What do you want?"

"We want to head out to battle," Pathred whined.

Ancalagon absentmindedly thwacked Pathred with his tail again before lumbering out of the cave. "Ah, he speaks too," he said, looking over toward Beren. "So I see two Ainur, or else one and her companion... Or his lying companion, for that matter." Ancalagon the Dragon glared between Lúthien and Beren.

"What can we say, O dread dragon?" Lúthien said, wings furled. "What will give us credence in your dread eyes?"

From behind, the unquenchable Pathred offered helpfully, "They could swear the Oath again."

A shiver ran through Beren's flesh. He remembered the oath Sauron had demanded of him and of Finrod and of their now-dead comrades. Not one of them had sworn. Not one of them could have sworn.

"He shivers," Malagrag declared. "So this wolf is evidently not an Ainu... perhaps a slave pressed into service by our Maybe-Other-Aunt?"

"And if he is?" Lúthien parried.

"Ah, Malagrag, that's a better idea!" Ungfalad lumbered out beside Ancalagon. "So, Maybe-Other-Aunt, you brought - Malagrag, do you agree we can drop the 'maybe' now?"

"It is the easiest explanation," Malagrag granted. "At least, given this new evidence." He pressed down a bit more on Beren.

"I'll agree," Pathred (still back in the cave) quickly put in.

"Very well," Ancalagon said comfortably. "I believe we have uncovered you, Other-Aunt. You are an Ainu who either stayed here in Ennor instead of leaving for Aman after the Lamps came crashing down, or else left from Aman later. And it is only now you are entering the service of Our Lord. Are we correct?"

"Then may I say I have uncovered you?" Lúthien shrieked.

The dragons laughed. It was deep laughter which set the rocks to rumbling almost as if an earthquake had struck. Small jets of fire and clouds of smoke shot from their nostrils. Ancalagon finally chuckled, "She has wit! And scheming wit, at that, to finally bring it forth after so long! Very well, Other-Aunt who is much more entertaining than Aunt Thuringwethil, and indeed the next-best wonder to finally being able to go into battle ourselves, present your case."

"As you say, I have heard aforetimes only rumors of you, by report passed from mouth to mouth by hearsay of the travelers, saying naught of your origins but only of your father (or perhaps uncle, but I believe he is your proper father) Glaurung's prowess in battle. It was not until I had the honor of speaking with you today that my mind encompassed the awe-filled ways of your generation." She gave a sweeping curtsey - as was proper after such formality.

"Pretty words," Pathred said dismissively, though his face betrayed satisfaction.

Malagrag added, "Do continue."

"There was no such thing as a dragon sung among the Speaking Peoples in the Song, whereas the Elves and Men and even the Great Eagles were sung therein."

Ancalagon interrupted. "You speak of 'the Song' as if it were a single thing of import. Our Lord shall teach you otherwise. But you are correct. Pray continue."

"However, certain Ainur wished forms more suited to war, and they took on flesh as they could do. Some took one shape and were called Balrogs; some took another shape and were called vampires; some, I doubt not, took other shapes still, some of which I have not heard. One took the form of a lizard. His name was Glaurung.

"Or, I suppose, there was another who took on that shape. At least, I hope it was another Ainu and not a kelva. For since Melian bore Lúthien to Elu," (she mentioned her own name with no pause) "it is clear that Ainur in flesh are able to bear children of the same kind of flesh - however few may do so. And those children have some power, but lesser; not the same as the power of Ainur. That is what you are!" She whirled, pointing at Ancalagon. "Thus came the race of dragons: enfleshed children of Glaurung the Maia."

There came a satisfied silence, and then chuckling from Ancalagon. "Very good, Aunt. Precisely correct. Now, let me introduce myself. I am the chief of Glaurung's children, Ancalagon the Black, who will finally be able to join my golden father in his wars this coming year. And you?"

"Call me Thuringwethil, since I bear her shape - and, if I may, her name's meaning."

"Now hold on!" Pathred protested, craning his neck over Ancalagon and Ungfalad. "That's unfair! We introduced ourselves; why not you? Stay in secret shadow all you want, but that's not your name!"

"That's right," said Malagrag. "May I ask you a favor, Mysterious Aunt?"

"You may ask." Lúthien bowed her head momentarily in a single nod.

Instantly, Malagrag dipped his neck down and locked his eyes into Beren's.


Lúthien immediately thrust her wing between Beren's face and Malagrag, but the dragon had already accomplished his purpose. He turned back to face Ancalagon, and he laughed.

"We've all underestimated her, Ancalagon!"

"Underestimated her, you say," Ancalagon repeated. "So the wolf is, like we thought, no Ainu?"

"Indeed," Malagrag said.

Lúthien, deciding most was lost and she needed not to keep her role anymore, knelt down before Beren. She scanned his eyes: still clean; that was good. She whispered to him, "Are you still there?" Beren's tongue quietly came out and licked her hand. "Did it hurt?" Beren shook his head.

Meanwhile, the dragons were still talking. "Underestimated," Ungfalad said. "She is obviously not a spy from Aman, since you aren't attacking her. So, she needs to be a stay-behind like we thought... has she perchance accomplished something great on her own?"

"Or maybe - since she looks so much like Thuringwethil - she's a secret daughter of hers?" Pathred suggested.

"Close," Malagrag said.

"Close!" Ancalagon exclaimed in surprise.

Lúthien, hearing that all was revealed, stood up and interrupted. "Very well, my relatives. Shall I then doff this vampire form -"

"Not at the moment," said Ancalagon, holding up his tail. "Why deny us the pleasure of this wonderful guessing-game? So... She has been hiding in secret and helped Our Lord before, perchance?"

"Or maybe it has something to do with her form?" Pathred suggested. "We know the roster of the vampires, and she is not one of them; is there anything else that form would remind us of?"

There was a moment's nervous silence before Ungfalach replied, "Or perhaps a secret daughter of some other Ainu?"

"Ahh..." Ancalagon slowly exhaled sparks. "Yes... Our Lord would have probably learned had she helped him before; we would have heard of her. Yes, I favor that interpretation. Am I right - Mysterious Cousin, then?"

Malagrag nodded. "Absolutely. Which cousin, shall you guess?"

"Well," Pathred began, "she's obviously not Lúthien -"

Malagrag smiled a wide, toothy smile.

At that moment, Lúthien stood —


Hello, both my loyal readers! I'm sorry for the long stretch of no stories, but I've been busy with real life and working on my original fiction. More will come soon, even if only a little more - but the rest of this story is written and will be posted shortly.

"Thuringwethil," as explained in Silmarillion, means "she of secret shadow." "Ennor" is the Sindarin name for the continent of Middle-Earth, east of the Sundering Seas (or "the fear-widened seas," as I have the dragons style them,) as opposed to Aman. A "kelva" is an animal (singular of "kelvar.") "Udûn" is the Sindarin name of Morgoth's original fortress of Utumno.

Lúthien's statement on the origin of dragons is never precisely stated by Tolkien, but he speculates in that direction in Morgoth's Ring. Also, it seems to me to be the explanation that makes the most sense within Tolkien's cosmology - as she says, they were never mentioned in the Song.