AN: Some heavy dialogue in this chapter, but some background you may appreciate, as well as other things I think you'll enjoy! As always, I love feedback, comments, concerns, ideas, etc. Don't be afraid to voice them. ;)

~Ere Break of Day~

Chapter Eleven – The Bear's Eyes

On normal terms, Thorin trusted no one but his kin. To enter the home of this…skin-changer, as Gandalf had put it, was as clear of an alarm as any for his skepticism and wariness to be evident. But they were tired, and they were hungry, and their need for shelter from what hunted them so obstinately forced his hand to at least trust the wizard. They had not the time, nor the energy, of searching for shelter elsewhere.

He spoke with Beorn little, letting Gandalf and Balin converse with the man while he tried in vain to read him. And if he should be more wary of him. The master of the house spoke little, only with a question here or there to have Gandalf explicate an aspect of their story, and why they were currently eating at his dining table. Thorin's gaze shifted to the end of it when the last member of their company joined them mere minutes later, mused from sleep but looking more aware of her surroundings.

Even now, he wasn't sure what to make of the girl. She was tenacious, he would give her that. Young and foolish, but any doubts he had about the truth of her heritage were reluctantly put to rest.

"And what else did she happen to tell you so conveniently?" asked Thorin. Kili gave him an annoyed look.

"That you saved her mother's life."

Thorin was silent in his surprise, allowing Kili to continue.

"It was three weeks into the journey to the Blue Mountains, while you were leading the survivors from both Smaug's attack and the battle of reclaiming Moria. While crossing Minhiriath, there was a deluge in the night where we made camp. I don't remember it because I was newly born, but I've heard Dwalin speak of it."

"I remember it," Thorin said quietly.

"Then you will know what happened next," said Kili, knowingly. Thorin raised a brow, but gestured for Kili to begin again.

"Well, the heavy rain caused a mudslide that had five dwarves and two women of Dale fighting for their lives. They clung to tree branches about halfway down the slope. The end of the slide was a long way down, and ran into the river Baranduin, where the current would take them if they were to fall. But you, Dwalin, and a few other you called to help went to them and carefully fished them out with cleverly tied ropes, pulling them to safety.

The last one you reached out to was a young woman named Serén, daughter of Seirian, who never had the chance to thank you personally. But you charged a dwarf from your rescue party with helping her relocate her family."

Here Kili paused and regarded Thorin for a moment, trying to gauge his reaction for any semblance of recognition. Thorin hid it from his nephew well, but he remembered the recount, even if he didn't remember the dwarf or the girl with particular detail. It was night, they were operating under a downpour, and it had been a severely stressful situation.

His nephew spoke once more.

"That man was Aneira's father, the woman her mother. It was how they met."

Aneira wandered the house. It was so large, she was sure she could get lost in it, but she didn't dare venture upstairs. That was surely where Beorn slept, and she wouldn't be so rude. She tried her best to avoid the master of the house. With all her being she evaded even talking to him at the risk he noticed her (hopefully subtle) attempts at staying as far away from him as possible. She cleaned herself off on his porch with a bucket of water and soap as best as she could while fully clothed and sorted through her knotted strands of hair, but she barely looked him in the eyes when he handed her a cloth to dry off. Immediately after she found Bilbo and some of the other dwarves to immerse herself in a few card games.

There were bees, she found, as soon as she turned the corner from the dining room into what seemed to be a living area to relax before the hearth. She attempted to hide behind shelves when they buzzed nearer to her. When one came particularly close, she took one of the books off of a shelf and brandished it while also using it as a shield.

"It will not hurt you," the slow rumble of a voice came behind her, startling her greatly. Beorn moved around her to hold out his finger. He let the bee land gently onto it and crawl through his fingers for a moment before it took off once more.

"I care for a hive of bees that share their honey with me," he explained. She could only look up at him with wide eyes for a moment.

"Y-You care for many animals, sir," she said a bit tremulously. He slightly raised a brow while looking down at her.

"Yes. They have interesting things to say."

"How much do bees have to discuss?" she couldn't help but ask. Once the words came out of her mouth, however, she held her breath in fear of what he would do. She had no intention of offending their host with whatsoever.

To her surprise, he only chuckled. The sound was throaty and seemed to reverberate off the walls.

"You would be surprised," he replied. Aneira fidgeted under his steady gaze and avoided it by staring down at the ground. She only looked up when she heard rustling movement and the creaking protest of the floorboards. Beorn had squat down before her with his eyes still piercing into her.

"I will not harm you either, little one," he said. With his muscles bunched and taut as a predator poised for pouncing on its prey, somehow she wasn't so much assured. Her more logical brain was screaming at her to run, and run far away from this being whose animalistic form could be readily seen in his eyes.

"Forgive me…if-if I offended you," she stammered and stepped back quickly. Her back hit the shelf, however, making her gasp in surprise. When something landed on her shoulder, she quickly turned her head and let out a short scream.

A gray mouse peered at her with large, black eyes and began sniffing her cheek.

"What is wrong?" asked Gandalf from the entryway of the room, where many of the dwarves came quickly at Aneira's cry of distress.

"M-M-Mouse!" Her limbs were paralyzed with shock, but Beorn took advantage of this and scooped the creature off of her shoulder before she did anything rash, like her brain had been telling her to do from the beginning and shake off the offending vermin.

Some of the dwarves chuckled along with Gandalf and turned back to what they had been doing before, while Bilbo came up to the shaking girl and put a comforting hand on her shoulder.

"Are you all right?" he asked. She could only nod and hasten out of the room, ducking out of the view of sharp eyes.

That night after supper Aneira did well to elude the heavy talk at the table between Thorin, Gandalf, and most of the other dwarves (besides Fili and Kili, who couldn't be bothered to sit through what they deemed as dull conversation, and Ori, who preferred to sketch in his journal, and Bilbo, who sat happily with his pipe). The discussion was heated, however, with the subject of what routes to take next and how to get there and avoid the orcs still hunting their trail.

Instead, she admired Beorn's horses. Patting each on the nose as she walked by, she could see each was contented as they flicked their tails at her and one playfully shoved at her hand, making her giggle and smooth a hand over its side affectionately. She enjoyed animals, but she drew the line at insects and vermin.

There was a large window beside the set of stalls, at the far wall, open with the curtain drawn back. Although, it was much too high for her to peek through if she wanted a glimpse of undisturbed skylight and nature. She eyed a wooden bucket that lay against the wall for water. It wasn't filled.

"Perfect," she murmured to herself, and grabbed the bucket and dragged it underneath the window. Pressing down on it with two hands, she nodded in satisfaction that it was sturdy enough, and she climbed up, holding onto the sill for support. It was a rather large bucket, more of a basin, really—wide even on the bottom and with more than ample room for her to stand comfortably with her legs apart.

A small gasp escaped her when she finally looked up into the sky.

"It steals the breath from you."

The voice startled her enough that she had to grab the windowsill in earnest as her feet stumbled on the bucket.

"Whoa, steady there," said the voice, accompanied by calloused hands that gripped her knees and part of her thighs firmly. Aneira looked down into familiar dark eyes with both resigned exasperation and amusement.

"Kili, why are you always sneaking up on me?" she asked, attempting to appear stern. "You nearly made me fall!"

His grin was cheeky, and his hands remained in place while she corrected her footing.

"Afraid I won't catch you?" he teased. Aneira blushed and raised a brow, thinking, Rather bold dwarf, is he not?

She chanced a little boldness on her part.

"Like you did the first time?"

"Well, now that was different," he pointed out with a grin. He slowly let go of her to raise a forefinger. "That was all your fault."

Aneira scoffed.

"I resent that." Kili rolled his eyes and gestured for her to move over on the bucket. She complied and allowed him to get on, though she noted things were now much more snug.

"Where is Fili?" Kili waved a dismissing hand.

"He and Nori are arguing over where to hide knives on one's person and which ones are the best."

"There are different kinds of knives?" she asked.

"Well, different shapes of the blade, certainly," he said. She nodded in understanding, but then looked down when she heard subtle creaking.

"What if this breaks?" she asked worriedly. The wood was bending slightly under their combined weight, though it wasn't uncomfortable standing shoulder to shoulder at the wide expanse of the windowsill.

"We'll be fine," he assured. Somehow she wasn't so persuaded, but she sighed and turned her gaze upward at the splendid sight. Hundreds of starts dotted the sky in brilliant white and pale gold, reminiscent of the lights in Rivendell.

Those were of magic though. These…these are far more real, she thought with a contented sigh.

"Yes, but this one doesn't have the same edge. It makes horizontal slices neater, more efficient."

"All right, Nori, I see what you mean there…"

Fili paused with his discussion with Nori to make a cursory glance at his brother, but frowned when Kili wasn't next to him. He could see Thorin at the table with Gandalf, a customary dark look on his features. Fili turned his head more to see where Kili had gone, only frowning deeper when he saw his brother.

Well, knives have never bored him before, Fili thought wryly. He could hazard a guess as to why Thorin was casting periodic frowns in Kili's direction.

Somehow, I don't think this will end well…

Never had Kili seen eyes so bright and full of wonder, so enthralled with a scene as simple as the sky. He didn't realize he was smiling softly until she pointed to a cluster distantly pulsing with life.

"Wow…I've never seen so many stars," she said. "I lived in the country, for pity's sake, you'd think I would have the time to sit for a moment and…and see this."

She looked down at her hands for a moment. The look of embarrassment as she bit her lip confused him, then she chanced a cursory glance over at him.

"You must think I'm childish," she said. His brow rose of its own accord.

"Have I given you that impression?"

"No," she conceded, "but…"

In light of her hesitation, Kili crossed his arms as he leant on the sill and said, "When I was a child, we always stayed in the mountain. I'd heard of them in songs and old folk tales, but I didn't really see stars until my brother and I were old enough to accompany Thorin into town for errands, supplies, things like that."

His hand gestured outward towards the sky.

"On our way home it would be dark, and we could finally see them. Hundreds, thousands, probably more. They lit our path as we entered the mountain."

After a short while of silent contemplation, Aneira spoke softly, "They seem brighter in these wilder parts than in the Shire."

"That's only because this is the first time you are really seeing them," he replied. She hummed an agreement, and Kili noticed out of the corner of his eye that her hand fiddled with her silver chain.

"That is a necklace of fine craftsmanship," he commented. He could see it took her a moment to realize what he was speaking of, but her eyes lit up when she looked down at the pearls and carved pendant.

"He gave it to me before he was to leave for a week's travel to Sarn Ford, on the river Baranduin. Even if he was gone, not all of him would truly leave me as long as I had it," she said, a smile coming to her lips. "My mum was annoyed with him when she found out he gave me my birthday gift two weeks early."

He smiled at her, and she returned it before letting out a small sigh.

"He died before I realized its true significance. The 'H,' or as you corrected, the 'E,' pressed within two triangles, one larger than the other, impressed in silver, supposedly is the symbol of my father's household."

Kili nodded in understanding and asked, "Did he craft things like this often?"

"Funnily enough, no," she said with a playful smile. "He was a bit like Ori, you could say. Kept to himself, read his books. He sketched a lot in journals, painted in his free time. He would sit by the riverbank or at the top of a green hill and replicated whatever he saw…some were very beautiful."

"Do you share his talent?" Kili asked. Aneira propped her elbow on the windowsill and glanced over at the dwarf with a half-smile.

"No, that's my brother. He has a keen eye, and all my father's old utensils and paints. I was always jealous," she admitted. Kili glanced back up at the sky for a moment, watching as clouds moved silently past.

"My mother always said I inherited my father's skill with a fiddle," Kili remarked arbitrarily. "She said whenever he played, the entire room would shift with the slightest deviations to the mood he created on a whim. She even gave me his old fiddle. Still in pristine condition, if a little frayed from age."

"Really?" she asked in interest. He glanced over at her and smiled in amusement at her excitement.

"Though I suppose I wouldn't know for sure," he allowed, "Since I never met him."

She bit her lip then, and it made him wish he hadn't added the last bit. No matter what, it seemed he managed to make her uncomfortable.

"Well, I was named partially for an uncle and partially for a grandmother I never met."

Kili raised a brow.

"How is that?" he asked.

Aneira proceeded to tell him of the family Anian had left behind in the Blue Mountains. Her grandmother Eira and her uncle, Neirin, who almost always bickered with one another no matter what time of day or occasion, to the exasperation of Neirin's younger siblings Arrin and Anian. To everyone else, Neirin was generous, amicable, and well-respected amongst those they knew, and his reputation proceeded him even to those they didn't know. They were craftsmen and women by nature, though Anhun, the siblings' father, descended from an extensive line of miners. It took a substantial amount of time, but the family eventually found a kind of stability.

"Though my uncle never lived to see the Blue Mountains," Aneira admitted quietly.

"Was he slain by the dragon?" Kili asked. Aneira shook her head.

"When King Thrór mounted his siege to reclaim Moria, he died a warrior's death…protecting my father from an arrow that should have been his. In turn, my aunt's husband was killed in their attempt to avenge Neirin. When my father returned, battered and brokenhearted, Arrin became consumed by her grief and blamed him for both of their deaths."

Her Aneira paused with the weight of the tale. When Serén had told it to her, she'd felt guilt for not even shedding a tear for family she lost and for the guilt-ridden turmoil Anian must have felt. The relation was far too distant for her emotions to be impacted in such a way, however much her heart pulled for her father.

"She became mad with it and told all their extended family, friends and acquaintances of what my father had done with his recklessness. After a while, people began to view him differently, treat him coldly, for in a sense, the murder of a well-known, well-loved dwarf that so many respected, and widowed his own sister. Coupled with his own grief, it nearly drove him mad.

"My mother was able to steady him, while his own mother couldn't bear to look upon him without seeing the slightly different appearance of her dead son. My mother agreed to run away with him, and that is when they travelled east and happened upon the Shire," she finished with a sigh.

By then her throat felt dry and scratched, and her legs were tired from standing in the same position for so long, but she hardly wanted to move. Aneira had never talked of her family so freely, never something so personal, not even with Melisse though Aneira cherished the girl's friendship. Talking of her father had always been too hard, too fresh on her mind, especially with Aeron. Never did she have the time to simply be, and share so many things with someone who seemed to care. That was why she was surprised when Kili's voice broke her reverie.

"My mother and my uncle's brother, Frerin…his death affected them greatly," he began. "Mostly Thorin…he also died in the battle for Moria, fighting beside him. My uncle lost much that day, but the slaying of his brother was…I believe…what hardened him the most after losing Erebor. Naturally, he felt responsible…"

For the second time, Aneira witnessed this dwarf's solemn nature. To her it was both odd and profound on such a normally jovial person, more likely to tease you insufferably than reveal a piece of himself that gave even him pause to discuss.

"But even then…sometimes," he hesitated to frame his words carefully, "it's easier to protect those you love from harm in battle than their own stubbornness, or pride…especially in something that ails their mind rather than their body."

Or both, she silently added in her mind. After a long moment of silent in which neither felt altogether comfortable after something so heady passing between them, Kili spoke once more.

"It would be best if we got some sleep, I suppose," he said, and went ahead and climbed down the bucket, missing her nod of agreement. He used the wall as a support, then pivoted to offer her a courteous hand. She smiled faintly and reached downward, but just as their hands touched, Bofur's voice startled them both.

"That's enough ogling the starlight, better get some sleep," Bofur said with a cheeky smile. Aneira yelped and lost her balance as the bucket swayed underneath her feet. She pitched forward and braced herself for what would have been a spectacular fall.

Instead, she opened her eyes to find her waist held tightly by calloused hands, and her arms wrapped around Kili's neck as her breath came out shallowly. She heard a long whistle and a few laughs as her feet gently touched the ground. Over Kili's shoulder, Aneira glared at Bofur who was still laughing as he walked past them.

"Nice catch, lad," he said, and pat the younger dwarf on the shoulder on his way. Slowly, the two stepped back from one another. While nerves bunched at the pit of Aneira's stomach and mortification made her face flush, she laughed a bit as part of her hair caught on the clasp in his. She removed it carefully as amusement and embarrassment played on Kili's features.

Without another word, she smiled softly and headed to her usual spot of hay at the far end of the house, unintentionally leaving Kili standing in a state of befuddlement.

Aneira was both disappointed and grateful later that evening when she discovered they were to leave early in the morning. She rather liked sleeping indoors, even if there were bees. But she was happy to be out from under Beorn's watchful eye.

The next morning, breakfast was hardy and with a side of honey and crème, bringing Beorn's bees to the forefront of her memory. She even looked above her head periodically to make sure none were near.

"Tell me, why is Azog the Defiler hunting you?" he asked. This seemed to surprise Thorin, for the man had not asked more than a few questions of the dwarves in the three days they had stayed in the house, assuming Gandalf had explained all there needed telling.

"You know of Azog?" asked Thorin. "How?"

"My people were the first to live in the mountains, before the Orcs came down from the north. The Defiler killed most of my family, but some he enslaved," he said with another half-shake of his head. "Not for work, you understand, but for sport. Caging skin-changers and torturing them seemed to amuse him."

"There are others like you then?" said Bilbo. Aneira imagined he wanted to confirm what it was he had told her.

"Once there were many," Beorn corrected with a nod of his head.

"Now there is only one. Mirkwood is not far from here, mere miles. But I will warn you, a darkness lies upon that forest, foul things creep beneath those trees. There is an alliance between the Orcs of Moria and The Necromancer in Dol Guldur. The Wood Elves are not like their kin, less wise and more dangerous…but if you say you must reach the mountain before Durin's Day, you are running out of time," said Beorn. He was stood beside the table of dwarves, casually pacing to and fro. But his steps were measured, seemed to be purposed instinctually. "I must have my ponies back, however. Let them go once you reach the woods. They will know to return."

"Thank you for helping us," said Balin gratefully, with an incline of his head. The skin-changer shook his head minutely, more so at himself than in response to Balin.

"I am not overly fond of dwarves," he said bluntly, and held his hands behind his back at the base of his spine. His slow voice rolled over them and reverberated into the wooden strongholds of the house. His hand met a field mouse not unlike the one that had crawled upon Aneira's shoulder, making her shudder involuntarily. But then she gazed at the gentleness of his touch, and how the edges of sharp eyes softened marginally. It made her pause.

"They're greedy and blind, blind to the lives of those they deem less like their own…"

He stopped in his pace, and turned to them.

"But orcs I hate more. Is there anything more you need?"

His words stilled Aneira more than any command Thorin could have given at the moment.

Their farewells to Beorn were short-lived, with Gandalf being the only one who spoke familiarly to the skin-changer. But after she had her pack situated on her back, boots tied and hair plaited, there was a part of her that didn't want to leave the homely house. It was safe, untouched by darkness. Even with all its oddities of bees and mice and cattle and horses, she would always remember looking out that window and truly seeing the sky.

While Gandalf made his way to the door, Aneira turned back one last time to see the master of the house gazing at her with quiet consideration. She smiled a small, but genuine smile.

"Thank you," she said, with warmth. After a heartbeat's silence, he nodded slowly, his eyes deepening in understanding of her meaning.

She was no longer afraid of the Bear in his den.