Thanks for all the kudos, guys. It's really encouraging to see all the hits that it is getting. I'm sorry for the late update; classes started up again. Please message me or comment if you have anything to suggest or anything to say. :) Thanks again!

Next Chapter: Bard's Progress in Restoring Dale, Alatar (Morinhetar) arrives in Laketown
Following Chapter: Crossing the Misty Mountains, Rivendell

*I just realized that I changed canon a little, because Beorn travels back with Bilbo and Gandalf through Mirkwood until they reach his house. All I can say is...oops. But I think this works out just as well.

**Alatar (Morinhetar) is a legitimate LOTR character, but I genderbent him, as you'll see in the next chapter. I'll explain more about it then.

***I will be incorporating both Hobbit/LOTR book and movie canon as I see fit.


As Bilbo and Gandalf (with their escort of Tuor, Míriel, Indis, and Eilian) continued the move west through Mirkwood, the hobbit couldn't stop comparing this journey with the one he had made previously with the Company some months earlier. With his friends the elves that guided him around in Eryn Galen, the trek was far more enjoyable. Míriel learned from Bilbo about the Hobbits and the Shire, along with what history he could remember. In turn, Tuor and Míriel told Bilbo stories of their people and taught him a few of their songs. However, not all of the darkness had been lifted from the forest, so when it became too pressing for Bilbo, he would hum a line or two of the songs he learned and the others would pick it up. By the song's conclusion, their voices would echo and bounce against the trees, temporarily lightening the atmosphere.

Gandalf could also be persuaded to create shapes in the fire or with his pipe smoke as he told a story of the Elder Days. Bilbo would sit on his bedroll, listening intently to every word he said and letting the wizard's words sweep him away to the kingdom of Doriath or the Voyage of Eärendil. After the first night, Bilbo had been self-conscious-he didn't know if he looked like an eager child to these elves-but when he glanced away from Gandalf as he spoke, he saw the elves were just as enthralled with the wizard's storytelling, and so Bilbo focused on the tale once more.

Yes, Bilbo decided, it was much nicer indeed to travel with folk who actually knew where they were going.

Not that Bilbo didn't miss the dwarves. He had. But traveling with dwarrows who were not on the best terms with other races in addition to having an especially antagonistic attitude toward the elves certainly made the journey much more difficult. It was also his first adventure. Bilbo grimaced as he thought back to how soft he must have appeared to the Company, and yet they welcomed him regardless. Now, though, as he had fought in his first battle and seen more of the world, he was used to this life of wandering, even if he did long for the Shire. As to whether or not he'd still see it as home...well, there was still the restoration of Dale to consider. Bilbo would how he felt after that.

Bilbo parted with his friends at the edge of Mirkwood with a heavy heart, but was comforted by the knowledge that he would be returning in this direction fairly soon.

"Come, Bilbo, Beorn expects us." As if in emphasis a roar echoed across the plain and Gandalf grinned at Bilbo's start. "Let us continue on before he becomes impatient, hmmmm?"

Bilbo huffed irritably and nudged his pony forward, "Oh, yes, after calling me a bunny, I wouldn't be surprised if he thought to eat me."

"Skinchangers are wild but they are not utterly savage, Bilbo Baggins. I highly doubt he would eat a hobbit of the kindly West when he knows of your bravery during the Battle of Five Armies amongst your other deeds." Bilbo relaxed at Gandalf's assurance, which didn't prepare him for his next statement.

"Besides," Gandalf looked back with a merry twinkle in his eye, "You are far too thin to be an acceptable meal."

Bilbo chuckled, "I guess I ought to make sure I don't fatten up too much then during my time in the Shire or in Rivendell, then."

"That would be most wise."

They rode on for a time in silence as they continued southward towards Beorn's territory. It was huge, but that was necessary for skinchangers, as they needed to large amounts of land for pasturage for their animals and room to hunt. It would take most of the day to finally reach the border of Beorn's home. However, they had only ridden for about a league before a large dark form loped across the field, headed straight towards them. They were downwind of the bear and although Gandalf's horse and Bilbo's pony Hazel whuffed nervously as they picked up his scent, they stood firm as Beorn changed as he moved before standing upright a couple hundred meters away. Gandalf and Bilbo saw him duck briefly behind a rock, then emerge fully clothed. He hopped onto the boulder he had changed behind and sat, waiting.

Gandalf refrained until they were within shouting distance before hailing him, "Ho, Beorn, Chieftain of the Beornings! How goes the day?"

Beorn's voice was deep and sonorous as he replied, "It goes well, now that you have arrived. I had expected you a few days later than this, and yet I see you now."

Bilbo looked up at the skinchanger and said nervously, "I, er, hope that doesn't present a problem?"

As if sensing his apprehension, Beorn turned his full gaze on the hobbit. Bilbo felt rather like he was held in the grasp of a great predator (which he was, Bilbo reminded himself) before the skinchanger grinned, "No, little bunny, it is not. I am pleased I did not have to wait for you outside my territory."

He suddenly raised his head and looked toward the south. From where Bilbo sat on his pony, he noticed with some amusement that the great mans' ears were twitching, as if hearing something from far away.

"We had best move," Beorn suddenly leapt off the boulder slapped Gandalf's and Bilbo's mounts into a canter, "I hear wargs and goblins moving farther upwind. If it were not for you, little bunny, and the agreement I made with the wizard, I would run and tear them apart. But there are too many that are a match even for me, Gandalf, and you, halfling, with your invisible Sting, and it is best that we move onto my territory. You will be safe there. And," The skinchanger grinned savagely, "If they move onto my lands...well. Orcs are stupid, but not that stupid. Ever since I killed Bolg they have known better than to trespass."

Bilbo's horsemanship had improved dramatically since he had left the Shire and he was able to respond without worrying about falling off, "They shouldn't have come on your land the first time, should they?" he called out over the sound of Hazel's hooves.

"No. But then, we are an old race, and they, in their idiocy, forgot the skinchangers. They forgot me and my people. We had faded into the ancient tales, but we shall not stay there after this last battle." Beorn, although he was now in the shape of a Man instead of a bear, easily kept stride with their mounts as they continued across the plain, "Now, more of us are waiting nearby and will crush any orcs that dare to come near our home if they try to cross the Misty Mountains again. Hurry!"

With a sort of yipping cough Beorn somehow spurred Gandalf's horse and Bilbo's pony to move even faster, although Bilbo could hear howls some distance behind them. It was sunset before they were able to cross into Beorn's lands. This time, they weren't even close to a confrontation. Every time their mounts faltered, Beorn would call to them in a hoarse language and suddenly they would pick up speed. As they moved over the border, they slowed their mounts down from a canter to a trot and from a trot to a walk, until the animals were fully cooled. Bilbo looked back, but didn't see any of the creatures that had pursued them. Then he saw a flash of a huge, furry something that moved soundlessly under the trees near the border and abruptly turned to face Beorn and Gandalf, whom had moved a little distance ahead of him.

"Beorn?" The great man paused and waited for Bilbo to reach him before walking alongside him. The hobbit had to marvel at the man's size; even when Bilbo was on a pony, Beorn still stood at least two heads taller. If he had not met Beorn with the Company during that run from the wargs, Bilbo would have been convinced the man was a Giant, no matter what Gandalf had said. As it stood, the Man had a reassuring presence that kept Bilbo from being cautious around him.

"Yes, bunny?"

"Are all of you-" Bilbo stumbled over his question as he realized how rude it could be, but pushed on, "-Are all the forms of skinchangers that of bears? Or do some of you take other forms? Forgive me if that was too private to ask."

Beorn tilted his head at the hobbit, giving him a considering gaze. Then he snorted, "No, bunny, we are not all bears. Some of us are cats. Some of us-very few-are birds. And some," he bared his teeth in what he must have thought was a grin but Bilbo perceived as slightly terrifying, "Some of us are wolves."

"So do you choose what you become, or is it a spell, or-" Bilbo's question stopped as he saw Gandalf turn and raise an eyebrow, "-it is obviously a secret. Please forgive me." Bilbo briefly wondered where his sense of self-presentation had gone. He was much more sensible at the beginning of the journey.

Ah, yes. It must have been when he snuck into Smaug's lair the first time. No, the second time.

Beorn turned to see what had stopped Bilbo's question in its tracks and glimpsed Gandalf's face. He patted Hazel on the neck and laughed at the hobbit's discomfiture, "Done, hobbit. Long it has been since anyone has been curious enough or brave enough to ask us how we came to be. Not that we answer many questions."

Bilbo nodded and Beorn continued, "But I shall tell you where we came from, if not how. You are an outsider, halfling."

It was obviously a warning and Bilbo took it as one, "I understand, and I'm honored. Please, continue."

Gandalf dropped back to listen as well. Although the wizard knew much, and had traveled the length and breadth of Arda for Age upon Age, some things had slipped out from under his nose, and the origin of the skinchangers was one of them.

"There are many tales about us," Beorn began, "From how we are descended of the great beasts of the mountains of the north, to being created by the Highest himself, to being cursed by Morgoth to change into what we despise most about ourselves, and never be able to eat the creatures of Middle-Earth, only that which is anathema to great predators, such as the fruit of the earth or the honey from bees. But none of these are true."

He paused and Bilbo and Gandalf waited silently. The hobbit got the impression that he was organizing all of his words in one great thread that he would spool out, and that interrupting him would cause his thoughts to become endlessly snarled.

"I know my story, as my father told me, as his father told him, from time to time to the beginning of Us." Beorn continued, "We, the skinchangers, we who swore, we who are bound, as our ancestors were bound, as our descendants are bound, until the Breaking of the World." Beorn's voice slid into a soft rhythm as he continued to speak. "We, who are descended from the North. We, who are descended from Men of the North. But we are Men no longer. We are more, as we have been charged. The first of us was the best of us. His name was Baerin, and he was one of the greatest hunters Arda had ever seen. He was a great protector of his people, Baerin of the North, and took only what was necessary from the great forests surrounding his mountains, and no more. It is known amongst us that he had slain the fiercest wolves, the largest bears, the quietest cats, and the swiftest birds that dared to attack his home."

Beorn paused again, considering, before he continued, "It is said amongst us one day that Baerin, as he was coming home from a successful hunt, encountered someone. A vicious old boar had been harrassing the women gatherers of the village, and Baerin went out and swiftly killed it. But a fellow hunter he had met in the forests was gravely injured, and was not likely to survive the night without help. Baerin knew that he should continue on, that his village needed him. There was no one else who was strong enough to protect his people should something arise, but the man's eyes stayed his hand. They shifted colors, from the green of the brightest trees to the brown of rich earth during spring. The hunter's gaze was both ancient and young, and Baerin knew he had to stay. So he set up his camp and treated the hunter as best he could. As the moon rose and fell Baerin kept watch, and the injured hunter did not say a word. It was not until the next morning that the man spoke. 'You are both wise and merciful,' he said, 'A great warrior and a gentle shepherd, who takes those not under his care and treats them as his own, and takes what he needs, and not what he wants.' Baerin only nodded, sensing the man had more to say. 'And so,' the hunter continued, 'I have found who I have needed, the people I require, to be stewards and shepherds of my animals as the Ents watch over their trees.' And suddenly, as if a fog was lifted from his eyes, Baerin saw the hunter as he truly was, and was both frightened and amazed."

Beorn nodded at Bilbo, who guessed, "Oromë, Lord of Forests?"

Beorn spoke again, "Yes. 'I have watched you for some time, Baerin, first of your name, and I am pleased with what you have done for your people. I would charge you with a duty.' Baerin was about to agree when the Lord of Forests raised a hand, 'But know that you will not ever be able to abandon your post and that your descendants will be sworn in service as you will be sworn from now until the Breaking of the World. This duty I charge you is to protect the creatures of the forests, from the smallest mouse to the largest panther, and to keep them well in your care. You cannot consume that which you protect, and you will hold in these animals in your trust until their natural deaths, or until I return, for the end of all things. I will give you a way to defend them, in times when your own skills as a Man are not enough and more power is needed, or to communicate with those in your charge. Do you consent to this? ' Baerin thought for a moment. He could protect his people now, but not forever. He was a great hunter of his time, but even he knew that if Oromë asked this of him, that a darkness was coming and all would be needed to keep it from destroying Arda. And so he said to the Lord of Forests, 'I will do this thing for you, Great Lord. I do so swear, for me and my descendants, to be your shepherds and your keepers, from now, until the very end.' The Hunter nodded gravely, 'Then you are bound, you to me and I to you. Call on me when your need is most dire, and I shall be there, for you and your children and their children, as the land ages and the world turns.' "

Beorn stopped and looked at Bilbo, who could only sit, stunned, "That is our beginning, halfling. That is the story of us, the story of our people, the story that we pass down from father to son, all along our line. So Baerin did to his offspring, as my father eventually told me. So we are bound. So we remain."

"Baerin is your ancestor?"

Beorn looked at Bilbo and Gandalf seriously, "Yes. From him all true descendants take the first letter of his name, and it was we who always remember how we began, so we do not let any of us revert to our more-ferocious-selves, when the Shadow calls."

The skinchanger looked forward again as Bilbo and Gandalf sat silently, "Come. We must find suitable shelter for your pony and horse before dark."