"So…you turn invisible when you're scared?" Ori asked curiously, leaning forward and resting his hands on his knees in interest. Bilbo shrugged, leaning back against the window in an effort to get comfortable.

"Scared or embarrassed," he confirmed, stubbornly ignoring the twist of nerves in his belly. The undivided attention of ten teenagers will do that to you, he supposed.

"Reminds me a little of Bif, remember last year?" Bofur piped up, elbowing Bifur in the ribs. The older teen frowned, nodding reluctantly. Nori shot the boy a grin.

"Aye, I remember. Every time the poor guy sneezed he shifted by accident," he snorted in amusement, ignoring the rapid-fire gibberish and hand signals being shot in his direction.

Bilbo frowned somewhat in confusion, glancing between the others. Against the door frame Thorin straightened, stuffing his mobile inside his long jacket.

"Bifur's gift is shifting part or all of his body," he explained, nodding toward the teen.

Bilbo's mouth made a small 'o' in understanding and the older teen glanced away, casually scuffing a dark grey boot against the frayed and stained carpet. Bilbo blinked in confusion at the sudden change, but before he could even think of something to say (and really, what could he say anyway?), Bifur stood, massaging his knuckles with a soft crack. He shrugged out of his jacket, chucking it unceremoniously onto the threadbare cushion behind him.

All at once his form seemed to ripple, as if water was running down his body. The boys arm elongated, bones snapping and grinding as they grew in size. Dark, black hair matted and grew as wickedly sharp claws erupted out of the skin, skin which began to turn leathery and grey.

With a smirk Bifur flexed the new appendage, the long spindly limb almost twice as long as his other arm. Hard planes of muscle moved smoothly beneath the skin.

Bilbo's eyes widened in amazement, glancing between the other boy's smug face and the lethal looking claws. The weak lighting of the compartment only added to the effect, and Bilbo had the fleeting thought that this could be a horror movie of sorts.

"Th-that's incredible!" he exclaimed, genuinely impressed. Bifur shot him a wide grin while Kili rolled his eyes.

"Pssh, you just wait until you see our gifts, Bilbo-"

"No," Thorin interrupted firmly. Both twins shot him identical expressions of dismay as the older teen held up a hand. "You're still both first years; knowing you two the train may not survive."

"But Uncle-" both exclaimed at the same time, pouting now. Thorin's eye twitched in what could only be aggravation.

"Stop calling me that it makes me seem old-"

"You are old-" Kili shot back.

"There's only a year between us!"

"Why have you already got greys then?" Fili muttered, and Thorin bristled.

"I do not have greys."

Before the twins could retort the shrill scream of the train whistle sounded, as the locomotive lurched to a stop.

Bifur's skin rippled once more as he shifted back to normal, sitting back onto the seat beside the others. The twins and their uncle stumbled slightly, the sudden movement sending Fili tripping forward unexpectedly. In a swift movement Thorin steadied him, rolling his eyes and shooting his nephew an exasperated look. Fili grinned back sheepishly.

"Lets move. I don't want to have to sit next to that Thranduil asshole again," Thorin muttered.

"Thranduil?" Bilbo asked curiously, straightening from his seat. He winced at the protest his muscles gave at the movement, back and neck aching uncomfortably.

Thorin scowled deeply, as if he had bitten into something sour. Bilbo raised an eyebrow.

"Yes, Thranduil," he spat, turning to slide open the door. The metal clanged loudly with the force as the 16 year old stomped into the corridor. Bilbo was left blinking in confusion as the twins shook their heads, gesturing to leave him be.

"Long story, don't worry about it," Bofur assured, cramming his wool hat onto his head and stepping out the door, smiling all the while. The others filed past, chatting amicably amongst themselves, excitement evident in their expressions. The twins practically bounced on their heels.

All too soon Bilbo was in the once again empty compartment.

This is it, he thought to himself nervously. This was the moment he had been dreading, the moment he truly became a gifted. The second he stepped out of this compartment everything changed.

"Sometimes we're swept off our feet. We might lose something in the process, and it might be scary. We might miss our life before or we might lose who we used to be," here she paused, smiling at the young boy with messy auburn curls. "…or, we could find more than we dreamed possible. It is only through looking that anything can be found, my boy." The young boy furrowed his eyebrows in thought, glancing fearfully up at her.

"And what if I don't find anything?" She smiled softly down at him, emerald eyes filled with warmth.

"And what if you do?"

Bilbo scrubbed a hand over his eyes, the memory of his mother leaving the usual ache in his chest. Three years on and he still missed her terribly. Taking a deep breath, Bilbo allowed the memory to bolster his resolve, squaring his shoulders.

He could do this.

"Oi, Boggins are you coming or not?" Kili's voice floated back to him from outside the compartment, his head appearing in the door a moment later.

Glancing once more around the old compartment, Bilbo nodded, shrugging his coat closer and stepping through the sliding door.

The hallway was absolute mayhem.

Bilbo flinched as he was almost shoved back into the compartment by the sheer number of bodies all shoving and attempting to get past. Two pairs of hands steadied him as the twins grinned down at him. Glancing up, he realised the others had waited for him and immediately felt warmth blossom in his chest.

Even Thorin stood there, arms crossed and dark expression ensuring the other students left a bubble of space around him. Nodding to him, Dwalin stepped forward, Ori at his back as the group managed to push and shove their way into the throng.

Beside him, Nori smirked and stepped backwards against the wall, winking cheekily before his body melted into his own shadow. Bilbo gasped softly in surprise as the black shape stretched long and thin, shooting along the wall and out the door at the end of the carriage.

"Show off," muttered Gloin as he pushed his way forward.

Moments later the group of teens stumbled through the exit, Bilbo inhaling the crisp mountain air greedily. It had been hard to breathe crammed in with so many others at once, his usual nervousness not helping.

Ahead of them students were splitting into three different streams while adults he assumed were staff attempted to establish order.

"We'd best move our asses; I heard second years report to Saruman this year," Nori said from behind them, making Bilbo jump slightly.

Thorin sighed and Dwalin groaned. Ori offered him a soft pat on the arm in sympathy, small smile on his face.

"Find Gandalf, I think he's in charge of first years this time," Thorin paused, narrowing his eyes at the twins, "Stay out of trouble, we'll meet you after the testing." Both boys grinned at him innocently, and he rolled his eyes. Nodding to Bilbo, Ori and Bofur he turned on his heel and jogged to catch up to the other second year boys.

"It's like he doesn't trust us at all," Fili complained, walking in the opposite direction.

"Should he?" Bilbo couldn't help but ask, and the answering smirks he received made him shudder.

"Probably not," the boys said in tandem.

Ahead of them, an elderly man was herding students into the building behind him. Tall and with a long grey beard, the man sported dull grey robes and walking stick. Bilbo wondered vaguely if the man was senile; his wardrobe certainly seemed to hint it. Sharp blue eyes caught onto him, and the teenager shivered at the intelligence that seemed so stark in the man's gaze.

Not senile then.

"First years this way please," he called pleasantly, eyes pausing on Bilbo before eventually looking away.

That must be Gandalf, he reasoned, glancing at the teacher over his shoulder on the way past.

A tall stone archway stood in front of them, leading to the largest building Bilbo had ever seen. Beautiful sweeping walkways and high ceilings took his breath away, lush green gardens thriving throughout the halls and in front of each room.

High above, written in thick metal letters the words 'Elrond's Academy for The Gifted' scrawled along the archway. Bilbo felt almost dizzy at the sheer size of the place.

The piercing whistle of the train sounded as it moved away, and Bilbo spun to watch it slowly meander away from the academy. Breathing deeply, he allowed himself to be dragged forward by the twins.

Ori and Bofur wandered behind the three, Ori looking almost ill and Bofur smiling unworriedly.

"Are you alright Ori?" Bilbo asked as the other boy paled further. For a moment he worried he would be sick.

"J-just a ittle nervous. Dwalin doesn't think I should worry, but I know I'll be in Beta. Both Nori and my older brother Dori were Alpha…" he trailed off, tugging at the hem of his sweater.

"Alpha and Beta?" Bilbo wondered aloud, and Bofur shrugged.

"It's not really a big deal; people with strong or destructive powers are sorted into Alpha. The rest of us with weaker or powers that aren't tangible are sorted into Beta. Lord Elrond himself would be in Beta, being a seer and all. Students just use it as an excuse to get competitive or cocky," he explained.

"Alpha students can compete with each other in matches, usually in pairs. Sometimes Beta students compete but it doesn't happen very often," Fili explained, looking over his shoulder at the others.

"I heard they were messing with the curriculum this year though," Kili interjected, "no idea why now but I've heard the staff are super fickle."

The small group came upon a tall set of oak doors where the other first years hovered, some clearly nervous and others bored.

Gandalf strolled up to the group, a couple of stragglers in front of him. Tapping on the door with his stick (the wood was too large and gnarled for a cane, perhaps a staff instead?),the doors opened from within without so much as a creak.

A tall man with a long white beard and dark eyes stared out at them, slowly sauntering forward. He was clad in a crisp ivory coat, long white hair pulled back into a low ponytail. Where Gandalf's eyes were sharp with wit, this man's eyes were cold and hard.

"Ah, Saruman. I had thought you were guiding the second years tonight?" Gandalf asked, though his voice didn't sound surprised.

Saruman raised an eyebrow, stepping forward until he was in line with the other man.

"Indeed I was. Until Elrond decided my expertise would be better spent here," Saruman murmured lowly, annoyance lacing his tone. Gandalf simply nodded, though amusement lit his eyes.

Turning to the rest of the students, Saruman gestured to the doors with a flick of his wrist. Slowly, the students streamed into the room.

Bilbo tried again not to gape as he stared at an odd area sunk into the center of the marble floor, utterly at odds with the rest of the room. Roughly the size of a basketball court, the expanse had a myriad of strange objects, from piles of metal to rocks and bodies of water. The four of them pushed through to the front of the crowd, directly beside the field.

Saruman strode forward, stepping onto a small podium in front of the strange court. Gandalf seemed to have vanished altogether, and the doors slammed closed with a resounding bang.

"As most of you are aware, I am Saruman Whyte, though you may simply refer to me by my first name as the academy policy dictates. This," he swept a hand behind him, "is the practice arena. We of course have a much larger facility than this in the main gymnasium, but I assure you this will be sufficient," he drawled, seeming bored. "When I call your name, step forward. Show me your gift using the arena if you must, and then get out of the way. I certainly have enough of you to test before the nights out."

Frowning, Bilbo looked around the room. At least he wasn't the only one left off-kilter by the dismissive tone, the addition of which only grated on his nerves further.

"Azog," he called out, and a large, muscled pale boy stepped forward. He glared viciously at Bilbo, shouldering him and several other students out of his way. Kili and Fili steadied him, glaring daggers back at the larger teen.

"Asshole," Ori muttered, and Bilbo blinked in surprise for a moment at the curse from the smaller boy.

Hopping down to the arena easily, the boy smirked at them.

"Begin," Saruman ordered.

Breathing deeply, Azog spread his hands out, palms up on either side of his body. The lights above began to flicker violently, and a dark shape began to take form in front of him.

Thick, black tendrils of shadow licked up from the ground, swirling together. Azog grinned, wide and feral as a snarl rang through the air, lifting all the hairs on the back of Bilbo's neck. Slowly, the tendrils began to coagulate, oozing into a large shape that came up to the boys shoulder.

The ooze congealed and hardened, as thick white fur sprouted and wickedly curved claws burst through. Bilbo was reminded of Bifur's shifted arm this morning, though he had felt no fear at the time.

Now, as the monstrous wolf-like creature threw its head back in a bone chilling howl, muscles bunching and long canines exposed, Bilbo felt fear.

And when it barrelled towards him, Bilbo felt terror.