Author's (Long) Note: SPOILERS IN STORY! (If you haven't seen the movie, read the book, or been inundated with 'what happened' – you will get hit with some spoilers here.)

Also - I am playing merry havoc with canon details and dates, mixing book and movie ideas, adding some of my own, the birth dates of several characters have changed, and I am pretty much ignoring the canon deaths of BotFA because none of the above exactly fit with my story idea. The story went the same basic way as the movies – except for those deaths that I'm not acknowledging. (Also – I have not yet seen Peter Jackson's version of BotFA, so I am mixing from the book and online spoilers/investigations.) At the start of this story – Frodo is 8, Sam is 9, Merry is 5, Pippin is 3, and Rosie is 7. I know – given how I've messed with time lines – Bilbo is probably too old to be taking care of a kid, but since he was still going strong at 111, I figured it would do for my story. (I'm tossing it in the same barrel as the use of Peter Jackson's age for Thorin – decidedly a younger dwarf than Tolkien's. Go with me on this.) This story takes place fifty years after "An Unexpected Journey" and twenty-six years or so before Fellowship would begin. (Should I ever get it all together, I will put a timeline in here somewhere and you can laugh yourself silly at how much I've rearranged things. Hopefully the good Professor will be too amused at my audacity to be unhappy with me.)

If you want canon – this is NOT the place to be. May I direct you to some lovely work done by a most respectable author under the name of J.R.R. Tolkien? Trust me – you'll love his work.

A Safe Haven

The following account has been transcribed from a rough set of notes left in the personal journal of a witness to the momentous events described therein:

I am sitting here in my study at Bag End as I make these notes, and I must say I am not quite sure about writing all of this down at all. Few, if any, of my fellow Hobbits will have any desire to read it. Fewer than that would have it read by future generations for fear it might stir such Tookish behavior in the children. Might do them some good…ah well…we cannot all be adventuresome I suppose. Of the other races of Free Peoples…well, the Dwarves will no doubt turn the story into one of their songs while the Elves have probably already written an account. The Men – those involved at any rate – have likely done the same. I cannot see why the writings of one lone Hobbit would do much to add to these tales.

And yet…

Something seems to be pushing at me, almost demanding these things be put down in writing. I suppose it would not hurt to have a humble little addition to add to the works of others. Right then – best begin at the beginning. These are just rough notes as I attempt to organize my thoughts. I shall write something much more appropriate to such a story as I found myself witness to in the future, but I should at least have a notion of what I wish to write and how to go about it. While I have quite learned to enjoy unexpected surprises, I dislike leaving such an important task to chance. So – hmm. I will have to tell some of Hobbits and of my family, but that is easily done at any time. I doubt I should have any difficulty remembering those details, so let me concentrate on my adventure.

Gandalf the Grey, the Wandering Wizard about whom Hobbits know little save his excellent fireworks and who is known to the Dwarves as Tharkûn and to the Elves as Mithrandir, appeared at Bag End one fine morning and began to play a word game when I merely wished him a 'Good Morning' as any polite fellow would. I should have known then that trouble would come of the whole affair, but I am grateful to note now that I did not realize my peril. If I had, I might have changed everything and become one of the stuffy, disapproving sort who frowns at the youngsters exploring beyond their families' gardens.

Perish the thought.

Gandalf sought an adventurer, and I quite firmly told him to seek elsewhere. The fellow ignored me entirely – though I did not realize that at the time – and carved a symbol into my front door. (I must still call him to task on that. Imagine – scratching up a perfectly good coat of paint.) Little did I know that symbol would draw guests to my door – guests I was woefully unprepared for, mind you. Do you have any idea how much hungry Dwarves can eat at one sitting? I might compare them to a pack of young Hobbits who missed elevenses.

Thus did I meet the Company with whom I would share such an astonishing adventure – though I knew nothing of this at that moment – and I learned their leader was not yet present.

Twelve Dwarves took up quite a bit of space and they did seem to enjoy making me nervous with their casual treatment of my mother's West Farthing pottery. I must admit I was not at my best that evening – the unexpected party put me out of sorts though I did try to cling to my Baggins sensibility and manners. They sang a rather energetic song as they cleared up the table, but I scarcely allowed myself to enjoy it as I watched the dishes go flying through the air. Not a one was dropped or chipped, but I was almost beside myself with the anxiety of the entire affair. Then, just as they finished, came yet another knock on my door.

It signaled the arrival of the leader of the Dwarves – the one known as Thorin Oakenshield

I shall have to think long and hard of how to describe this Dwarf. Our relations at the beginning cannot be called cordial by any stretch of the imagination, though I did my best to remain as polite as possible. Our relationship would change many times as we traveled across Middle Earth and faced a truly ridiculous series of events until we reached… But no, let me not get the cart before the horse as it were. I must stay focused if I am to do this at all.

The Dwarves explained their quest and their desire to have me along as a burglar. Honestly, a burglar! I have never stolen so much as a piece of fruit in my life and they are wanting me to burgle from a dragon. The very idea! I do admit to having a weak spell, but who would not when faced with such a demand – as well as a somewhat florid description of the possible fate of the burglar in question? I could not quite accept the whole thing and went to sleep on the matter. When I woke the next morning I found my home put entirely to rights, spic and span as I had not expected from such a rough company, and the Dwarves gone.

Something kindled in me – whether it was my Tookish blood out for adventure, my temper at being so summarily dismissed, my instinct to help them win back their home, or some combination of the three, I cannot say, but it burst into flame when I saw the contract left behind on the table. Out the door I ran, most un-Baggins-like, in order to chase them down and offer my services. I do acknowledge that I may or may not have been entirely in my right mind at that moment, but once I gave my word, I could not and would not turn back, regardless of the provocation. Well…except at one very low point during the journey, but that got interrupted and it did not happen, so I shall think no more on it.

Such things I experienced after leaving Hobbiton! Trolls, Wizards, Elves, Goblins, a most unusual creature named Gollum (I am not sure exactly what he was)…I shall write much more extensively about those in whatever form my memoirs take as there is no forgetting the details of such interactions. I should note that I received a short Elven blade named Sting and a magic ring during all of these escapades.

I grew to know my company as well. Thorin, the grim leader of our company; his nephews, the irrepressible Fili and Kili; Bofur, the optimistic one of the bunch; Ori, the shy scribe; Balin, Thorin's advisor; Dwalin, his loyal captain; Óin, the stubborn healer; quiet Bombur (who might fit in well with many Hobbits given his love of food and peace); the gruff Glóin; Nori, crafty and watchful – mind your pockets; the fussy Dori who tended to mother anyone who would let him; and Bifur, who possessed a mercurial temper which I am told was caused by the axe embedded in his head. A most unusual group to be sure.

While a few of my companions had been kind, friendly even, the real turning point came during our attempt to escape from a pack of Orcs and Wargs. We ran, somewhat heedless of our direction, as they pursued. We found ourselves at the edge of a cliff – and nowhere left to run. It was at this time I killed for the first time – mostly by accident – a Warg who appeared to have every intention of making me his supper. I was not inclined to accept such a fate, but did not see a way to avoid it. I stuck Sting out in front of me and by some stroke of good luck the Warg impaled himself upon it. Things became even more chaotic as we escaped up into the trees only to have to jump to the next tree as tree after tree fell like a child's building blocks until our entire company sheltered in one final tree on the very edge of the cliff side.

The Wargs were driven back with pinecones set alight by Gandalf, but this last tree too began to teeter, its roots starting to pull free from the ground. Thorin, either attempting a last attempt to clear a path or choosing his own death through fighting, strode out to meet the leader of the Orcs – a creature I later learned was named Azog against whom Thorin held great enmity. Azog and his white Warg proved too much for our leader. As Thorin lay defenseless, Azog sent another in to kill him. The Dwarves around me struggled, trying to raise themselves up to go to Thorin's rescue, but their solid weight plus their armor made it difficult.

I was not so burdened.

I do not know what came over me – I knew I had no chance against one Orc, let alone such numbers – but I could not remain still and do nothing as Thorin's family watched him die. So drawing Sting once more I cast myself against the Orc clearly intending to behead Thorin. I managed to kill him – probably due to surprise – and planted myself between Thorin and the remaining Orcs, waving Sting as a youngster might wave a candle at the darkness. I faced my death that day – I know I did. I might have had some rash hope of survival, but the rest of me waited for the death blow. Fate, it seems, had other plans for me. Rescue came – Kili, Fili, and Dwalin managed to get out of the tree and charged into battle. Even such would not have been enough to win the day, however, but it bought time for another rescue, a rescue even our wildest dreams could not have expected.

The eagles – Great Eagles – arrived.

They fought the Orcs and Wargs, dropping them from great heights, before plucking all of our company off of the cliff and bearing us away to safety. This is where things changed – Thorin acknowledged my place in the company, going so far as to apologize for doubting me. Well, that was just rubbish – I am not a hero or a warrior or even a burglar, Gandalf's designs aside. I would have doubted me, so I could hardly fault him for doing the same!

And thus our travels continued, but with a marked difference in the company – we seemed to be much more tightly bound than before. Perhaps there is something to be said for the bonds brought by danger and sharing such trust. Then we met Beorn – a Skin-changer – and then Gandalf left us just before we entered Mirkwood.

Never again shall I scoff at the fear of spiders.

As I am shuddering in remembrance, I think I shall wait the full telling and move on. Mirkwood also held the hall of the Elven king, Thranduil, who seemed to me an overly proud being, but also shrouded by melancholy, making it difficult to judge. I could not take the time to consider further as I needed to find my company who had been taken captive by the Woodland Elves. My magic ring spared me such a fate and I used it to find a way out for all of us – though no doubt my companions would have much preferred a different way. Journey by barrel down a rapid-filled river pursued by Orcs will never be a popular mode of travel, I fear.

It was made all the worse by Kili's injury – an Orc shot him in the thigh and the arrow possessed some form of poison as we later discovered.

We did manage to escape however and we met a Man by the name of Bard. He took us to Laketown and we spent a bit of time there before moving on towards Erebor. Kili became too ill to travel, and remained behind with his brother as well as Óin and Bofur. The parting of the Company felt wrong, but given the time limit – we had little choice.

I do wonder if Thorin might have been too easily parted from his nephews – in case something happened with Smaug his immediate family would be safe.

We found the secret door and in I went to find a stone hidden in a dragon's hoard. Yes, I believe I had completely taken leave of my senses at that point. And of course – I woke him up. It is terribly disturbing to be chased by a dragon – disturbing, frightening, terrifying…many more descriptive words that I shall spare my hand the pain of writing. The Dwarves followed me into the mountain – for which I was grateful as it meant I was no longer alone – and Thorin came up with the idea of lighting the forges, or to be more precise, to taunt the dragon into lighting them. Not a single one of us possessed any common sense – or we had thrown it merrily out the window – and so we tried it. We almost seemed to drown Smaug in molten gold, but he shook it off and flew towards Laketown, promising vengeance against the people there for helping us. One line repeated in my mind over and over again until I could not help but utter it aloud as I watched the fire drake speed away on the wind.

"What have we done?"

Smaug…he attacked the town and fires began to burn. We could only look on in fear – what of the members of our Company? What of Bard and his family? All of those innocents….

Then Smaug faltered and fell.

Later I learned how Bard managed to use one of the prized Black Arrows to bring down the fire drake. The people of Laketown sought refuge in the ruins of Dale even as our four Companions returned to join us. Unfortunately I had to inform them of the bad news – Thorin had become infected with some kind of sickness….dragon-sickness. He continued a frantic search for the Arkenstone…though I had it hidden from him. I hid it from all of them for fear of what might happen should Thorin get the stone. In his sickness, Thorin refused to aid Bard and the people of Laketown – he would not even enter negotiations, choosing instead to send for his cousin's army.

Would there be yet another tragedy this day?

I could not bear it and tried to find a way to bring peace. After seeing Gandalf in Dale, I snuck away from my Companions and took the Arkenstone to Bard and Thranduil that they might use it in order to force Thorin to talk to them. Then I returned to the Company – my actions might be seen as a betrayal, but I would not desert them. When Man and Elf offered the stone for gold, Thorin realized what I had done.

He threatened to kill me.

Only then I think did some realize how deeply sick Thorin had become. Gandalf saved me, but I was banished – banished from those I had come to see as family. While I trusted the Wizard would see me safe, my heart hammered and quaked within me. Would I see any of them again? And would our bonds still be there or were they now irreparably broken?

Dain arrived with a Dwarven army; three armies faced each other.

Then came the news – another army, a fourth army approached – this one made up of Orcs, Wargs, Goblins, and who knew what all else.

I will have to do some research and correspondence if I am to write much about the battle. I was there when it began of course, but I followed Tauriel and Legolas to warn the Dwarves of Erebor about the coming army. Magic ring or no, I managed to get a knock on the head and did not wake up until after everything ended. Seeing what I saw…I can only be glad I missed the majority of it. Battle and war are horrible things – necessary from time to time, yes – but still…they are horrible. Never shall I forget the sights and the sounds and the smells of war.

Never would I wish it on anyone save only in direst days when all other options have proven incapable of solving the problem.

Many stories were told of the battle and its varied fighters – Men, Elves, and Dwarves – both from the Iron Hills and from Erebor after Thorin broke free of his madness. The Giant Eagles and Beorn joined the fray as well. Four armies faced off against the army of darkness. A battle of five armies waged on the slopes Erebor and its surrounding area. So much destruction and death…so much…

I can only find comfort in knowing all I loved survived. We feared we would lose Thorin and both of the boys, so great was their hurt, but Elven healers worked wonders. Somehow, somehow beyond all expectations the quest for Erebor succeeded and the Company remained intact. Mostly. One issue remained – Thorin and the dragon-sickness…although he recovered enough to come out and fight, still questions hovered over us. How had Thorin succumbed so quickly to the gold? It had taken his grandfather years. Gandalf explained how the darkness of Smaug and his power seeped into the gold. And yet…even he found it difficult to understand the speed of Thorin's downfall. There had been other reasons, he said, other things which contributed to Thror's instability.

Not that he bothered to explain what the other reasons might be, but that's Gandalf for you.

Then he went in and looked at the gold and I watched as his brows drew together in a formidable scowl. "Magic!" he grumbled. "The dragon was in league with the necromancer and the spells target those of Thrain's bloodline. So that is why…" His voice trailed off and I never did learn what that meant. I asked, of course, but he would say no more. He only insisted the gold be sent off or away as fast as it could be…the gold of the hoard, not the stuff as yet unmined. Good thing he explained that bit – the others grew anxious about his meaning and muttered and mumbled under their breath. They agreed, however reluctantly, to do as he instructed.

Thorin met with all of us while still in his sickbed – to tender his regrets and offer any compensation we might ask. It was a good gesture – and then he ordered the gold hoard to be spent and sent out for all the needs of Erebor and Dale…an even better gesture.

We were reconciled and my banishment lifted. Indeed, more than that, Thorin named me Dwarf-friend and gave me the right to call Erebor home as well as the Shire. I think often of returning there - I miss my friends and I would like to see those places again as they must now be – rebuilt and restored. Perhaps a holiday?

Though for now a holiday must wait. I have taken in my young cousin, Frodo, the son of Drogo Baggins and Primula Brandybuck – two of my favorite relatives. Poor lad is six years old, practically a baby, but with his parents now gone…

And folks wonder why Hobbits frown on boats.

Yes, perhaps when Frodo is older we might go east – I would like to introduce him to my friends. They would like the youngster I think.

Thus was the tale of the Company of Thorin Oakenshield written in the private notes of Bilbo Baggins, Dwarf-friend and one of the heroes of Wilderland. Sketchy as these notes are, one can see the main story line that would later fill the pages of the Red Book of Westmarch.