CLINK! CLINK! CLINK!

"Quiet!" Bilbo pleaded in a hushed shout.

Every time a coin fell or gem was dislodged and tumbled down the cascade of treasure while creating a cacophony of unwanted noise, this was his reaction. After all, it was bad enough that he had to find the Arkenstone alone in a massive sea of gold and jewels with the dwarves never giving him a real description of what it looked like, but now he had to make sure that he didn't make a sound and wake the dragon that was presumably sleeping somewhere in the mountain. And this responsibility was made even more complicated by the fact that even the slightest clink of gold upon gold or gem would echo throughout Erebor like clanging hammers, amplified by the thick stone walls of the vast hallways.

The fact that the dragon hadn't woken and made an appearance yet was a miracle!

Infernal dwarves!
He cursed to himself. Why did they have to have so much treasure to sift through? How much do they need!? Oh, why did I have to be the one to do this alone?

Bilbo released a silent sigh and continued his endless search. He wasn't going to find the Arkenstone if he sat there and complained so he figured he'd just keep moving. He quietly trekked up the enormous piles of treasure, holding his breath as his heart thundered loudly along with the clatter of gold under his feet. Thankfully, there didn't seem to be any sign of the dragon yet, which was a relief. If he was lucky he could just find the Arkenstone quickly and get out of there without ever encountering Smaug. Yeah, sure.

Bilbo searched and searched without much luck. Leaning down, he picked up a golden chalice which unfortunately caused a slight avalanche of coins to slide down the large pile of gold. When Bilbo looked up, his entire body froze and his heart nearly stopped dead in his chest with what he saw.

It was an eye; large and covered in red scales. The dragon's eye, buried within the treasure hoard.

Bilbo didn't move a muscle. All was silent and the eye was closed which meant that Smaug was still asleep, but Bilbo wasn't going to take any chances! He dove behind a stone pillar, trying to calm his racing heart as he pressed his pack further against the cold stone. He heard the clatter and clank of gold mixed with the snorts of the dragon as its body switched and moved.

Smaug was waking!

Bilbo tried to escape around the other side of the pillar but stopped when he saw the dragon's tail wrapped around the other side, revealing the enormous size of the beast. The hobbit quickly dove behind a pile of gold and remained completely still, listening to the ever growing sound of the dragon's movements. He reached into his pocket and pulled out the Ring, slipping it on his finger as the dragon lifted its head and started sniffing the air.

"WELL, THIEF, I SMELL YOU. I HEAR YOUR BREATH. I FEEL YOUR AIR. WHERE ARE YOU?"

Bilbo paused, his mouth falling open in surprise and shock. That voice...It can't be! Thorin...Gandalf...Balin...no one said...Perhaps he was just imagining...No, there was no denying it! Despite the animal like growls and the monstrous sounding undertones, there was no mistaking the tone and pitch of that voice, which was higher than he had expected.

Smaug was a female!

It was easy to tell by the feminine sound of her voice, which was a bit deep, probably an alto. Bilbo's heart started pounding harder. This was bad; so very, very bad! He may have never encountered a dragon before in his life but he had read about them enough to know that the females were even worse than the males. They were bigger, more dangerous, far more cunning and in some cases, a great deal more sensitive. Arkenstone or no Arkenstone, Bilbo was NOT going to risk his life against the wrath of a she-dragon!

He ran, ducking to avoid the dragon's massive tail that nearly took his head off. However, despite the fact that he was invisible, Smaug could still see the coins he dislodged with his feet and she gave chase, pursuing the invisible intruder. Bilbo ducked behind a large stone outcropping and leaned against it, covering his mouth to prevent his rapid breathing from being heard as the dragon continued her search of him.

"COME NOW, DON'T BE SHY, MY PET."
Smaug purred, her voice dropping to a tone that was menacingly sweet. "STEP INTO THE LIGHT."The more she spoke, the more Bilbo could feel the skin on his back crawling. "MMM, THERE IS SOMETHING ABOUT YOU." Smaug said, the sweetness in her voice suddenly replaced with a curious air. "SOMETHING THAT YOU CARRY. SOMETHING MADE OF GOLD, ONLY FAR MORE...PRECIOUS!"

A loud ringing reverberating through his skull! Rattling pain! A flash of fire! Oh, it hurt! It hurt so much! Make it stop! In an instant, Bilbo ripped the Ring right off his finger. The pain stopped, but the relief disappeared immediately when he looked up and found himself looking right into the enormous eye of the dragon herself that looked down at him with reflective golden irises and dark slit pupils that constricted as it scrutinized him. "THERE YOU ARE, THIEF IN THE SHADOWS." Smaug said in that menacingly sweet voice of hers.

Bilbo stared up at the dragoness with a face etched in fear, hardly breathing. His heart was pounding so hard he thought it was going to collapse in on itself. It wasn't until he finally managed to will himself to breathe again that he was able to speak.

"I-I did not come here to steal from you, O Smaug the Queen of the Dragons." He stammered. "I merely wanted to gaze upon your magnificence, t-to see if you really were as great...a-and as beautiful as the old tales say." He laughed nervously. "I did not believe them."

Hearing that, Smaug cocked her head in an almost arrogant manner before pulling back and stomping off several yards away. She struck a pose, making sure that every part of her was visible to the halfling. "AND DO YOU NOW?!"She asked.

From where he was, Bilbo could clearly see every intricate detail of her design. He could see the enormity of her frame, her massive bat-like wings and strong hind legs. He could see the shocking length of her elongated neck and her powerful whip-like tail. He saw every spike, every spine, every fang and claw, and every golden-red scale that covered her skin and her lighter underbelly peppered with many gold coins and multi-colored gems from her years of sleeping on her spoils. For a moment, Bilbo stared at the mighty dragoness with a mixture of awe and terror.

"Truly," He said. "The songs and tales fall utterly short of reality, O Smaug the Dazzlingly Beautiful."

Smaug once again cocked her head in that almost arrogant manner and Bilbo could have sworn he saw a sinister smirk flicker across her scaly lips. "NOW NOW, MY PET." She purred. "DO YOU REALLY THINK THAT FLATTERY WILL KEEP YOU ALIVE?" It was said in the form of a question, but it was clear that it was not, and the threat of her words was made even more disturbing by the ominously sweet tone of her voice.

"No-no, no." Bilbo answered quickly. Of course it wouldn't! It didn't matter how many empty compliments he threw at her, the dragon would kill him no matter what and all he was doing now was feeding her vanity!

"NO, INDEED."
Smaug replied in her usual sweet voice that made every hair on Bilbo's body stand on end. Then, she leaned forward a bit with an air of curiosity in her demeanor. "YOU SEEM FAMILIAR WITH MY NAME, BUT I DON'T REMEMBER SMELLING YOUR KIND BEFORE." She said. "SUCH A TINY LITTLE THING YOU ARE. WHO ARE YOU AND WHERE DO YOU COME FROM, MAY I ASK?"

Bilbo gulped slightly before turning his head a bit and spotting something peeking out from within the gold pile. It was gem, big and mult-faceted that seemed to glow with an unearthly light. The Arkenstone! For a moment he felt relief at finally having found what he came for. However, the relief vanished when he remembered where he was and looked up to see Smaug staring down at him intently. He knew that if he was ever going to get the Arkenstone and escape alive he was going to have use all his wits on this one.

"I come from...under the hill." Bilbo said, being careful to not say his true name.

"UNDERHILL?" Smaug asked.

Bilbo nodded quickly then took a glance over towards the Arkenstone which lay not that far from him. "And under the hill and over the hill my paths led." Bilbo continued. "And through the air. I am he that walks unseen."

"RIDDLES?" Smaug asked, tilting her head. "YOU MAKE RIDDLES? HOW FASCINATING! I DO LOVE RIDDLES!" Her voice suddenly changed to a gleeful tone that almost seemed sarcastic. "PLEASE CONTINUE."

"I am the clue-finder, the web-cutter, the stinging fly." Bilbo said, feeling a bit relieved that he had found something to stall the dragon while he attempted to get the Arkenstone. Now he just needed to make sure he didn't accidentally reveal too much. "I was chosen for the lucky number."

"LOVELY TITLES." She replied. "GO ON." She slowly started circling him, her eyes fixed on him with an intense and calculating gaze. Suddenly, Bilbo felt like a mouse being watched by a cat that was preparing to pounce on it.

He tried to keep his voice steady despite his rapidly beating heart. "I am he that drowns his friends and draws them alive again from the water. I come from the end of a bag, but no bag went over me."

"IMPRESSIVE." Smaug said, pausing for a moment. She then leaned down until the cavern of her mouth was inches from Bilbo's face. "WHAT ELSE DO YOU CLAIM TO BE?"

The stench of her breath almost knocked the hobbit off his feet. It smelled like something died in there! However, given the fact that she was a dragon it wouldn't have surprised him if that had been the case. "I am the friend of bears and the guest of eagles." Bilbo continued. "I am ring-winner and luck-wearer..." Bilbo started to feel so pleased with the cleverness of his riddles that he didn't pay attention to what he said next. "...and I am Barrel-rider."

"BARRELS? NOW THAT IS INTERESTING." The she-drake said with a toothy sneer, suddenly pulling back. Bilbo's heart nearly stopped when he realized that he probably just revealed more than he should have. Smaug drew herself up and looked straight down at Bilbo, making him feel smaller and more insignificant than he already felt. "TELL ME, MY PET." She said in her usual silvery voice. "WHAT ABOUT YOUR LITTLE DWARF FRIENDS? WHERE ARE THEY HIDING?"

Fear clenched hard in Bilbo's chest. She know! She knows about the others! No, it was just a guess. And he wasn't about to let her know that she guessed right. Somehow managing to keep his fear hidden, Bilbo squished his face up in a look of pretend confusion. "Dwarves?" He asked. "No, no, no dwarves here. You've got that all wrong."

"OH, I DON'T THINK SO, BARREL-RIDER." Smaug said, the sweetness of her voice dissolving slightly into something a bit more sinister; Bilbo wasn't sure which voice terrified him more. "THEY SENT YOU IN HERE TO DO THEIR DIRTY WORK WHILE THEY SKULK ABOUT OUTSIDE."

In spite of his fear, Bilbo was determined to keep up the act. "Truly, you are mistaken, O Smaug the Chiefest and Greatest of Calamities." He said.

A low growl emanated from the back of the dragon's throat. "YOU HAVE NICE MANNERS FOR A THIEF AND A...LIAR!" She said, hissing out the last word. "DON'T TRY TO FEIGN IGNORANCE WITH ME."

"I can assure you, your ladyship." Bilbo persisted. "There are no dwarves..."

"DON'T TALK TO ME!" Smaug suddenly shrieked. The sweet inflection of her voice was completely gone and replaced with a high-pitched screechy tone that was so loud and sudden that it practically knocked Bilbo to the ground with how terrible it sounded. "WOULD YOU TAKE ME FOR A FOOL!? I KNOW THE SMELL AND TASTE OF DWARF. NO ONE BETTER. IT IS THE GOLD! THEY ARE DRAWN TO TREASURE LIKE FLIES TO DEAD FLESH." She scoffed. "SUCH PUNY, PATHETIC, PREDICTABLE LITTLE CREATURES THEY ARE." Her yellow eye fell upon Bilbo as he stood almost knee-deep in the mountain of gold, looking at her with wide terrified eyes and he saw a dark sneer spread across her gaping muzzle. "VERY MUCH LIKE YOURSELF!"

She let out a screeching roar as she stomped her front right foot down where Bilbo was standing, nearly crushing him. Thankfully he succeeded in leaping out of the way just in time. However, the impact of her foot dislodged some of the treasure, including the Arkenstone, and sent it all sliding down the pile in an avalanche of gold. Bilbo gasped and started running down the sliding hoard, chasing after the Arkenstone. Smaug watched him for a moment before pursuing the hobbit down the collapsing sea of treasure.

"DID YOU THINK I DID NOT KNOW THIS DAY WOULD COME, WHEN A PACK OF CANTING DWARVES WOULD COME CRAWLING BACK TO THE MOUNTAIN!?" She shouted, knocking over a great stone pillar in her rage and causing it to fall and create a loud crash that reverberated throughout the mountain.

Bilbo didn't look back. He just kept on running down the pile of wealth, keeping his eyes on the Arkenstone and trying to ignore the horrifying sound of the dragon chasing him.

"THE KING UNDER THE MOUNTAIN IS DEAD. I TOOK HIS THRONE." She boasted, almost succeeding in crushing the hobbit under her foot again which he managed to avoid as he started running down a stone staircase with her close behind him. "I ATE HIS PEOPLE LIKE A WOLF AMONG SHEEP."

Bilbo ran after the Arkenstone, sliding down the mountainous pile of gold and gems in his pursuit of it and trying to block out the horrible things coming from the dragon's mouth.

"FOR I AM SMAUG!" She shouted. "I KILL WHERE I WISH, WHEN I WISH AND NONE DARE RESIST. MY ARMOR IS LIKE TENFOLD SHIELDS WHICH NO BLADE CAN PIERCE!"

As she spoke, Bilbo ran until he made it to a place where the gold piles stopped and he found himself standing on solid stone. He looked around frantically for the Arkenstone but couldn't see it anywhere. He turned around and saw Smaug stalking towards him down the enormous hill of treasure, eyeing him, her prey, like the predator she was.

"I AM THE SCOURGE OF EMPIRES!" She bragged. "MY TEETH ARE LIKE SWORDS!" She sneered, showing off her fangs. "MY CLAWS ARE SPEARS!" She reached up and dug her claws into the pillar she was standing next to, running them through it with an ear-splitting grind that made Bilbo cover his ears and leaving deep, massive claw marks in it. "THE SHOCK OF MY TAIL IS A THUNDERBOLT!" She swung her tail which slammed into another pillar, causing it to shake violently and loose some stone debris from the top of it which came crashing down around her.

Bilbo ran and dove under a covered stone structure to prevent himself from getting crushed by the falling pieces of stone. Smaug responded to the action by snarling and bounding down the treasure hoard until she was standing on the bare patch of stone ground in front of the structure that Bilbo was hiding under, eyeing the hobbit standing in between two of its supporting pillars.

"MY WINGS ARE A HURRICANE!" She proceeded to say as she stood up on her hind legs and flapped her enormous wings, creating terrifying gusts of wind that did indeed mimic the intensity of the most powerful and violent storms. Bilbo had to cling to the nearest pillar to prevent himself from being blown away by the sheer force of it. When she was done, Smaug went down on all fours and crouched low, still eyeing Bilbo with wicked intent. "AND MY BREATH, DEATH!"

Her chest glowed a fiery red that traveled up her neck and out her mouth in the form of a gigantic torrent of flame that she directed right at Bilbo! The hobbit quickly leapt behind the stone pillar he was clinging to and pressed his back against it, shrinking down as he felt the searing heat of her fire licking his body as it burst through the spaces in between the supporting pillars; thank goodness the one he was hiding behind was durable enough to shield him from the flame!

When the fire died down, Smaug pulled back and raised her head. "SO TELL ME, MY PET..." The title that she had once addressed him by with menacing sweetness was now spoken like a curse, like venom dripping from the serpent's fangs. "...WHERE ARE YOUR RIDDLES NOW?"

Bilbo pressed his back harder against the pillar, wanting nothing more than to disappear into the stone. His whole body was trembling and his hand was clapped over his mouth to either prevent himself from screaming, hyperventilating, vomiting or a mixture of the three. He tried so hard not to make a sound or let his fear be known to the dragoness. There was a moment of terrified silence as Bilbo waited for her to do or say something. The only sound he heard was her heavy breathing but other than that no words were spoken.

The silence was incredibly unnerving as Bilbo could only imagine what the dragoness was plotting. He turned his head a bit and his heart leapt when he saw the Arkenstone lying just on the other side of the structure. It was so close! If only he could somehow get it without being spotted by Smaug. He jumped when he heard a loud THUD come from atop the structure and realized that Smaug was no longer standing next to it. She was on top of it and waiting for him to come out so she could jump on him! Once again, Bilbo felt like a mouse that had just been cornered by a cat.

He stood completely still, trying his best to not make a sound. As much as he wanted to make a run for the Arkenstone, he couldn't risk being seen by Smaug. So he waited, at least until the dragon lost interest. Fat chance of that! Suddenly, the thick silence was pierced by the harsh and sinister sound of Smaug chuckling. It was an eerie sound that sent shivers through Bilbo's entire body despite the fact that he was sweating profusely.

"IT IS OAKENSHIELD, IS IT NOT?" She said, speaking Thorin's name as if it was the vilest word in existence. "THAT FILTHY DWARVISH USURPER! HE SENT YOU IN HERE FOR THE ARKENSTONE, DIDN'T HE?"

Bilbo's heart pounded in fear. Basically, Smaug had figured everything out, and it was his fault! He had been careless and didn't pay attention to what he had said to her. Did he just doom the entire quest? He might have but he wasn't about to let her know that. Anything he could do to throw the dragon off the scent would help.

"No, no, no." Bilbo said, feigning ignorance as he eyed the Arkenstone from across the way. "I don't know what you're talking about." His voice came out much higher and squeakier than he had intended. He hoped that wouldn't give him away. As he spoke he tried to sneak towards the Arkenstone but was forced to hide behind another pillar when Smaug suddenly looked beneath the structure.

"DON'T BOTHER DENYING IT, MY PET." She snarled with a trace of amusement in her tone. "I GUESSED HIS FOUL PURPOSE SOME TIME AGO. BUT IT MATTERS NOT. OAKENSHIELD'S QUEST WILL FAIL. THE DARKNESS IS COMING; IT WILL SPREAD TO EVERY CORNER OF THE LAND."

Bilbo frowned as he listened to her words. What did she mean by that? What darkness did she speak of? Whatever it was it made him feel uncomfortable. He stayed where he was as Smaug got down off the structure and started circling it, her head and neck moving back and forth in her usual serpentine fashion.

"YOU HAVE BEEN USED, THIEF IN THE SHADOWS." She said almost mockingly. "YOU WERE ONLY EVER A MEANS TO AN END. THE COWARD OAKENSHIELD HAS WEIGHED THE VALUE OF YOUR LIFE AND FOUND IT WORTH NOTHING!"

Her head was right next to the pillar he stood behind and he could smell the foulness of her breath. He had not, however, anticipated the stinging pain that cut through his chest when he heard what she said. His stomach tightened and twisted as he thought about her words. He tried to block them out, ignore them. He didn't believe them; he couldn't. They were lies, all lies! Thorin would never; he was better than that. She's a dragon; all they do is lie through their fangs! She was trying to get into his head.

"No. No. No." He said, his voice suddenly becoming firmer. "You're lying!"

Smaug did not seem the least bit deterred by his defiance. "WHAT DID HE PROMISE YOU? A SHARE OF THE TREASURE?" She let out a humorless laugh. "AS IF IT WAS HIS TO GIVE. I WILL NOT PART WITH A SINGLE COIN. NOT...ONE...PIECE...OF IT."

At that moment, Bilbo heard the familiar THUD as Smaug got back on top of the structure. Bilbo looked over and saw the Arkenstone lying just outside the safety of the covering. It was a risk but if he was going to get the Arkenstone this might be his only chance. Not even thinking twice, he took it!

In an instant, he made a run for the Arkenstone. Before he could get his hands on it, however, Smaug spotted him and let out a roar as she whipped her tail into the pile of gold where he was standing, sending him, the Arkenstone and several pounds of treasure flying. Before he knew it, Bilbo found himself tumbling along the cold stone ground right before his body collided with another pillar. He shakily got himself up then looked up at the now angry dragoness as she stood in between that structure and another structure with her front paws on either side, glaring down at him.

"THERE IS NOWHERE YOU CAN RUN!" She growled, grinning triumphantly when she saw him looking around frantically for an escape route.

Bilbo looked up at her terrified. As his wide eyes scanned her enormous body they suddenly fell upon her underbelly and he saw something on her left breast that he hadn't seen before. Amidst the gold coins and fine gems that created the mosaic of her sparkling coat of treasure there was a bare patch where a scale appeared to be missing. Bilbo's heart leapt in his rib-cage as he thought about what Bard and Bain had said concerning Girion and his face-off against the mighty dragoness all those years ago.

"So it's true." He whispered to himself. "The black arrow found its mark."

"WHAT DID YOU SAY?" Smaug snapped.

Bilbo started when he realized that she must have heard a little of what he said. He hastily got to his feet as he tried to once again throw the dragon off the scent. "Uh, uh, I was just saying that your reputation precedes you, O Smaug the Empress of Destruction." The dragon's eyes narrowed as she watched him slowly begin to back away. "Truly, you have no equal on this earth."

When he finished speaking, he looked down and saw the Arkenstone laying not that far from his feet. He gazed at it for a moment, fighting the overwhelming urge to run forward and grab it. Suddenly, a dark laugh erupted from the Smaug's throat, causing Bilbo to jump at the suddenness of it.

"I'M ALMOST TEMPTED TO LET YOU TAKE IT." She said with an air of evil delight ringing through her voice that made Bilbo's joints clench with dread as her eyes moved from the Arkenstone and back to him. "IF ONLY TO SEE OAKENSHIELD SUFFER, WATCH IT DESTROY HIM, WATCH IT CORRUPT HIS HEART AND DRIVE HIM MAD!"

Bilbo listened, panting heavily as he stared into those large, hypnotic yellow eyes of hers that seemed to glow with wicked glee, too scared to even look away. Suddenly, all that amusement and delight in her eyes melted away, dropping like a mask and revealing something else, something far more horrifying. In its place Bilbo saw insanity, a madness spawned from rage and greed which sent his body and mind into the first stages of panic.

"BUT I THINK NOT." Smaug said darkly as she began to rear her head back. "I THINK OUR LITTLE GAME ENDS HERE. SO TELL ME, THIEF, HOW DO YOU CHOOSE TO DIE?"

It was a question she intended to answer for him as she lunged forward with her massive jaws wide open, ready to eat the hobbit whole. In a split second Bilbo slipped the Ring on his finger and disappeared, leaping out of the way just as Smaug clamped her jaws shut around the empty space where he once stood. Realizing that he had vanished again, Smaug angrily pulled her head back and roared as she unleashed another gigantic torrent of flame from her mouth right in the direction where she guessed Bilbo was. Thankfully the halfling just barely succeeded in dodging the fire as he ran unseen by the dragoness, running up the stone staircase and trying to get as far away from her as he possibly could.

He made it to a hallway and pulled the Ring off as he collapsed against a wall in exhaustion, all the while cursing at himself for being so stupid.

Every man knows that there are two things they should NEVER do in their life if they wish to remain alive.

One is to laugh at a live dragon.

The other is to anger a woman.

And Bilbo just succeeded in doing both in one sitting!

"Bilbo, you fool!" He scolded himself as he turned and continued running down the enormous hallway while Smaug's roars of rage echoed in the distance.


This is my first attempt at genderbending Smaug. How did I do?

I honestly have no idea how Tolkien's dragons differ between the males and the females. I just adopted the idea that they are similar to spiders and mantises where the females are bigger and more aggressive than the males.

My voice claim for female Smaug is Tilda Swinton. Unless you guys have someone else in mind.

Anyway, there might be a part 2 to this where I will do the bits with the dwarves. Do you think I should?