A/N: Hello and welcome! This is one of my favorite chapters as we get to meet Beorn. I've taken some of what we see in the extended edition of the movie and mixed it with some of the description from the novel. It truly is a great scene and I wish it had made it into the theatrical version. I hope you enjoy! Please let me know what you think!

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Riss: Thank you!

Petal: You're welcome. Thanks for sticking with the story even though my updates are stretched out.

The night of rest saw everyone in better spirits the next day.

Rhae was at Gandalf's side as they left the river. The wizard didn't say much but she barely noticed as her mind was on what was before them. It would take some time to make it to the edge of Mirkwood … and she knew what was waiting under those twisted branches. She also couldn't be sure if her contribution to the fight against Azog on the cliff would change the timing of the orc's pursuit of them; it would certainly be nice if they had gained some ground. They also had very few supplies remaining. She and Kíli only had a handful of arrows left between them which would make finding game difficult. If she was an extremely pessimistic person she would be inclined to think their situation quite dire; even with her knowledge of what was supposed to happen Rhae couldn't shake the uneasiness she felt. Towards the end of the day one of her questions was answered as she became aware of a familiar scent on the breeze. The orcs had closed in on them sooner than they'd expected. Thorin agreed that it would be better to keep moving rather than stop that night; they needed to keep distance between them and their pursuers. As dawn approached Gandalf sent Bilbo to scout a bit behind them to see how close the orcs had gotten. Rhae went a ways back up the path with him and then waited. After a while she heard his footfalls scampering back down the rocks and then he raced past her.

"Bilbo?"

"We need to go!" he panted as he hurried back to the company.

Dwalin pounced as soon as the hobbit and Ranger reappeared. "How close is the pack?"

"Too close. A couple leagues, no more, but that is not the worst of it."

"Have the Wargs picked up our scent?" Dwalin asked again.

"Not yet but they will. We have another problem."

Gandalf stepped closer. "Did they see you? They saw you!"

"No, that's not it."

"What did I tell you? Quiet as a mouse. Excellent burglar material," the wizard said with a somewhat smug smile. Rhae could see the frustration on Bilbo's face as he tried to get the group to listen to him.

"Just let him speak," she snapped.

Bilbo sent her a grateful smile. "I'm trying to tell you that there's something else out there!" His words silenced the dwarves and Gandalf looked at him thoughtfully.

"What form did it take? Like a bear?"

"Yes, but bigger, much bigger," Bilbo confirmed with a curious glance at Gandalf.

"You knew about this beast?" Bofur asked the wizard, who turned and walked a few steps away with a worried expression. "I say we double back."

Thorin shook his head. "And be run down by a pack of orcs."

Gandalf turned back to the group and his eyes sought Rhae's. "There is a house, its not far from here, where we might take refuge." She knew what he was asking and she nodded slightly. A surprising expression of relief came over his face.

"Who's house? Are they friend or foe?"

"Neither. He will help us or he will kill us," the wizard told Thorin.

"What choice do we have?"

A loud roar echoed behind them.

"None," Rhae said and ran down the path, leaving the company to follow.

For a little while the forest around them was silent but all too soon they began to hear the unmistakable sounds of their pursuers. Warg howls began to echo around them along with the guttural cries of the orcs. Over all that came a louder, deeper roar that was somehow more terrifying. For a second the dwarves froze, eyes wide in faces full of fear, but hearing the same ear-splitting roar again – this time closer – got them moving to the edge of the trees. When they finally broke free of the forest they could see, across a flat plain, a house surrounded by a large protective hedge.

"To the house! Run!" Gandalf yelled. They sprinted across the open land in front of them, the sound of orcs, wargs, and whatever else was pursuing them crashing closer and closer behind them. Rhae looked up in amused surprise as Bombur suddenly raced past the entire group, rushing through the open gate in the hedge. If she hadn't been close to gasping for air as she ran she would have laughed.

"Come on, get inside!" Gandalf urged the rest of the company through the opening, keeping an eye on the tree line. The dwarves threw themselves against the door of the house but it wouldn't budge. They kept piling up, hindering their attempts to get in. There was another loud roar and they turned to see a massive bear burst through the edge of the trees and charge towards them. Seeing that giant creature barreling towards them was a thousand times more terrifying than it had ever appeared on screen. She could feel the ground under her feet vibrate from the force of its massive paws, could see the gleam in its eyes and the saliva foaming around its mouth.

"Open the door!" Gandalf yelled, a hint of concern in his voice. Rhae could see the bolt they needed to lift but she couldn't push her way past the crush of dwarves.

"Quickly!" Thorin hollered, pushing his way through, yanking a few of his companions out of the way. He managed to raise the bolt and the company tumbled in. They tried to close the door behind them but the bear had reached them and shoved his huge snout between the door and the frame, roaring at them.

"Come on, lads!" Dwalin yelled as they strained against the wood. Rhae threw herself against it as well, ignoring the pain that shot through her injured arm, and dug her heels into the ground. The smell emanating from the beast almost caused her to gag. With a final shove they were able to slam the door shut and dropped the bolt across it. They all stepped back, sagging with exhaustion and fear. The Ranger turned and faced the wizard with her hands on her hips.

"What is that?" Poor Ori was trembling so hard he could hardly stand.

"That is our host," Gandalf said simply. Bilbo and the dwarves looked at him in astonishment. "His name is Beorn and he's a skin-changer. Sometimes he's a huge black bear, sometimes he's a great strong man. The bear is unpredictable but the man can be reasoned with. However he's not over fond of dwarves." Rhae snorted at the understatement.

"He's leaving!" Ori said as he peered through a crack in the door.

Dori pulled him away. "Come away from there! It's not natural, none of it is. Its obvious he's under some dark spell."

"Don't be a fool. He's under no enchantment but his own," Gandalf said pulling out his pipe. "Alright now, get some sleep, all of you. You'll be safe here tonight." The dwarves began separating through out the house to find a spot to lay. Grabbing a blanket from her pack Rhae collapsed in relief into a pile of soft hay. A few hours rest would clear her mind. At least she knew that they would be safe here … at least until the morning when they would have to face Beorn.

Thorin observed silently as his company bedded down for the night. The house seemed secure enough and he figured he could trust the wizard but he still decided to sit up for a while. He watched Rhae as she made herself comfortable in the hay, her cloak under her head as a pillow. He hadn't had a chance to speak to her as he wished. When she'd returned from the river the other day she'd sat apart from him while they ate and then Oin had cornered her, cleaning and stitching her wounds. They had been on the move since, the last couple of hours in a race for their lives. If Gandalf was correct and they could reason with their mysterious host, Thorin hoped they'd be able to rest here for at least a few days. That would give them time to heal, obtain more supplies, and he would finally be able to speak to Rhae. He wasn't going to let anything put him off again. The conversation he'd stumbled on between his nephew and the Ranger he hadn't forgotten either and he had some questions about this magic several of the others in the Company claimed she possessed. She had certainly seemed rather uncomfortable about it. Once there was nothing but the sound of snoring filling the hall, he took his own blanket and laid down within arms reach of Rhae, enjoying the opportunity to just look at her. She seemed so young and peaceful as she lay there, the stress and tension removed from her face in sleep. He ached to reach out and pull her to him, to tuck her head under his chin and wrap his arms around her waist while they slept. He crossed his arms across his own chest to keep from acting on his desires and stared at the ceiling until sleep finally took him.

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"Yelya."

Rhae tried to bury her face into her cloak. It had been so long since she'd been able to rest without fear. Couldn't she be granted one night's peace? There was a sudden jab in the small of her back and she grudgingly opened her eyes. Miriel stood, hands on hips and a slight smirk on her lips, next to the pile of hay she'd collapsed in the evening before.

"Did you just kick me?"

"I called your name several times," her mother replied with a shrug.

"What do you need?" she grumbled, trying to roll back over on her side.

"Well, if you don't have any questions about the powers you've recently become aware of I will go."

Rolling on to her back she glared up at Miriel. "Of course you know I have questions but couldn't you have let me get at least one night's rest?"

"You will have several more here as you well know."

With a sigh she sat up and her mother settled down next to her. "Truly I am a bit surprised that it took you as long as it did to come to the realization of what the Valar had given you."

"I was expecting that gift would have something to do with the skills I learned as a Ranger. I never considered it might be something so … magical."

"My dear girl, even now you still try to cling to that which bound you in your old world. The same rules do not apply here. While your skills with a sword and bow are indeed helpful they are not what will, in the end, influence the outcome of the battle."

"So I will not be able to stop that from happening?"

Miriel nodded sadly. "I'm afraid not. The Men, Dwarves, and Elves need to see that they can work together."

"But my task is to make sure Thorin becomes King Under the Mountain. I know what happened in that battle … how in the world can I, even with this gift, influence something so … monumental?"

"Once you learn how to use the power you have been given you will be able to bend many things to your will. It is tied to your emotions. Right now it only manifests when you fear for one of the Durins. In time it will see that you have sufficient control and then you will be able to summon it whenever necessary."

"That sounds like it will take some time."

"You didn't think the Valar would give you such a powerful gift without expecting you to learn how to use it first do you? With great power comes great responsibility."

She thought on it for a few moments. "If it only appears when Thorin or the lads are in trouble then how can I practice using it?"

"Concentrate on your emotions, on focusing them – especially your fear. You might surprise yourself."

"That's not very helpful," she replied with a roll of her eyes.

"I can't give you all the answers; you'll never learn that way." Reaching out Miriel laid a hand on her cheek and Rhae could've sworn she could feel the warmth of her mother's touch. "Take the time to practice while you have the chance. You know what hides in the darkness of Mirkwood and your gift may be called upon. I hate to think of you having to go into such a place but I know you will be able to do what needs to be done."

.

The morning dawned bright and Rhae opened her eyes to see a sheep staring at her. She sat up and looked at it with an amused smile. It was almost as if the creature was trying to tell her something. Not seeing any of the dwarves she rose and made her way down the center of the house, peering curiously at the animals she passed, until she found the Company gathered around a large window. Nori and Dwalin were arguing about something and the rest of them were murmuring amongst themselves as they stared at whatever had their attention outside.

"There is no point in arguing. We cannot pass through the Wilderland without Beorn's help. We'd be hunted down before we ever got to the forest," Gandalf said, rather exasperated. He glanced at her briefly as she found a spot to stand next to Kíli. "Oh, Rhae, good. You're awake. Now, this will require some delicate handling."

"What will?" she asked.

"It is time for us to make our introductions to our host." He glanced around to make sure he had everyone's attention. "We must tread very carefully and you must all be very polite when I introduce you. The last person who startled him was torn to shreds."

She sighed with a roll of her eyes as she saw the color drain from Ori's face. Several of the others suddenly looked a tad green behind their beards. Of course the wizard couldn't have broken such information to them gently. Fíli and Kíli stepped up and flanked her on both sides, their faces set in determined grimaces. She was rather touched by their show of protection though she didn't need it.

At least she hoped she didn't.

"I shall introduce you slowly, two by two I think, and you must be careful: no sudden moves or noises. He can be appalling when he is angry, through he is kind enough if humored. Still I warn you he gets angry easily." The dwarves grumbled a bit but didn't argue. "I believe, yes, I shall take Bilbo and Rhaella with me first. They are the least likely to give offense. Then the rest of you wait for my signal but remember, only come in pairs. Except you Bombur, you count as two so you come alone." The large dwarf simply nodded as he took another bite of carrot.

Bilbo's eyes were huge and his nose twitched a bit, which Rhae now knew happened when he was anxious. She took his hand, giving it a squeeze, and the two followed the wizard out the door and around to the back of the house. It wasn't until they were in sight of their host that Rhae realized Gandalf hadn't told the others what signal they were supposed to be looking for. She didn't have time to mention that fact to the wizard as they were then before a huge man with thick hair and beard and great bare arms knotted with muscle. He was chopping wood with the largest axe Rhae had ever seen in her life. It seemed Gandalf was a bit nervous as he tried to get Beorn's attention and that didn't make her feel better. It took a couple of tries but finally the man paused in his worked.

"Who are you?" His gruff voice held the accent of the North lands and he towered over even the wizard. Poor Bilbo pressed closer to her side.

"I am Gandalf, Gandalf the Grey," was the reply with an added bow which Beorn couldn't see.

"Never heard of him." He stooped down to see the hobbit. "And what's this little fellow?"

"That is Mr. Baggins, Bilbo Baggins of the Shire. A hobbit of good family and unimpeachable reputation," Gandalf explained and Bilbo gave a bow. Beorn said nothing and then his eyes turned to Rhae. He stared at her for several long moments and she tried not to fidget under his intense scrutiny. Finally there seemed to be a slight lightening of his features.

"I am honored to have you here, Daughter of Numenor. It has been a very long time since your people were in these lands."

She blinked in surprise. "You know where I am from?"

"It is in your baring, your scent."

With a slight nod she gave a bow of her head. "I am Rhaella, Ranger of the North and daughter to Queen Miriel of Numenor."

"You are welcome in my home." Beorn's blue eyes shifted back to Gandalf who took the hint and continued his introduction.

"I am a wizard and have heard of you, if you have not heard of me; but perhaps you have heard of my good cousin Radagast who lives near the Southern borders of Mirkwood?"

"Yes, not a bad fellow as wizards go, I believe. I used to see him now and again. Well, now I know who you are, or who you say you are. What do you want?"

"First, to thank you for your hospitality. You may have noticed that we took refuge in your lodgings last night. Also, we have lost our luggage and nearly lost our way, and are rather in need of help, or at least of advice. I may say we have had a rather bad time with goblins in the mountains."

"Goblins? So you've been having trouble with them have you? What did you go near them for?"

"We did not mean to. They surprised us at night in a pass which we had to cross; we were coming out of the Lands over West into these countries. It is a long tale."

"Then you had better tell me some of it, if it won't take all day."

"I was coming over the mountains with two or three friends ..." Gandalf began.

"Or three? I can only see these two."

"Well to tell you the truth, I did not like to bother you with a lot of us until I found out if you were busy. I will give a call, if I may."

"Go on, call away!" Rhae knew Beorn was watching them carefully as he leaned on his axe. Gandalf whistled in the direction of where the dwarves were waiting and Dwalin and Balin appeared, bowing low when they reached the skin-changer.

"Dwarves," Beorn growled suspiciously. "What are you up to?"

"They are on their way to visit the land of their fathers, away east beyond Mirkwood," put in Gandalf, "and it is entirely an accident that we are in your lands at all. We were crossing by the High Pass that should have brought us to the road that lies to the south of your country, when we were attacked by the evil goblins, as I was about to tell you."

"Go on telling then!" The Fundin brothers winced slightly at Beorn's tone.

"There was a terrible storm; the stone-giants were out hurling rocks, and at the head of the pass we took refuge in a cave, the hobbit, ranger, and I and several of our companions..."

"Do you call two several?"

"Well, no. As a matter of fact there were more than two."

"Where are they? Killed, eaten, gone home?"

"Well, no. They don't seem to have come when I signaled. Shy, I expect. You see, we are very much afraid that we are rather a lot for you to entertain."

"Go on, whistle again! I am in for a party, it seems, and one or two more won't make much difference." Nori and Ori were upon almost before Gandalf was finished whistling. "Hullo! You came pretty quick - where were you hiding? Come on my jack-in-the-boxes."

"Nori at your service, Ori at ..." they began but Beorn interrupted them.

"Thank you. When I want your help I will ask for it. Let's get on with this tale."

"As soon as we were asleep," Gandalf continued, "The hobbit, Ranger, and our troop of dwarves were captured..."

"Troop? Do you always call four a troop?"

"Oh no! There were more of them and here is another one now!" Gandalf hadn't even whistled this time and Dori was making his bow in front of Beorn.

"Troop was right and a fine comic one. Now go on again!"

"Where was I? Oh yes, I was not captured. I slipped in another way, killing a goblin or two with a flash -"

"Good!" Beorn growled happily. "It is some good being a wizard, then."

" - and followed the tunnels until I found where the Great Goblin, surrounded by countless guards, had the whole lot of them trapped. I thought to myself what can a bunch of dwarves, a hobbit, and a Ranger do against so many?"

"A bunch? Have you got some more jacks that haven't yet come out?"

"Well, yes, here are a couple more now - Fíli and Kíli." The two princes bowed.

"That's enough! Now go on, Gandalf!"

So the wizard continued his tale, the race through the goblin tunnels, killing the Great Goblin, their fall on the shattered bridge, their escape and the discovery that Bilbo was missing. "We counted ourselves and found that there was no hobbit. There were only fifteen of us left!"

"Fifteen! That's the first time I've heard one from ten leave fifteen. You mean nine, or else you haven't told me yet all the names of your party."

"Well, of course you haven't seen Oin and Gloin yet. And bless me! Here they are. I hope you will forgive them for bothering you."

"O let 'em all come. Hurry up! Come along you two. But look here, Gandalf, even now we have only got yourself, nine dwarves, a hobbit, and a Ranger that was lost. That only makes a dozen, not fifteen, unless wizards count differently to other people. But now, please get on with the tale." Rhae could tell Beorn was, by now, very interested in the tale Gandalf was telling, though he tried not to show it. He nodded and growled some as he heard how Bilbo reappeared and then they were chased and treed by the wargs and orcs. When Gandalf got to that part of their tale he muttered: "I wish I had been there! I would have given them more than fire!"

"Well, I did the best I could. There we were, wargs underneath, the forest beginning to blaze, and orcs watching the sixteen of us up in the trees with no escape."

"Good heavens! How did a dozen turn into sixteen?"

"Well, Bifur and Bofur were with us as well. I haven't ventured to introduce them before but here they are."

The two came in followed closely by Bombur. "And me!" the rotund dwarf puffed.

"Well now there are fifteen of you but that still doesn't equal sixteen, unless you can't count, Gandalf. Perhaps we can finish this story now." Rhae had to smile as she saw how clever the wizard had been. The continuous interruptions had really made Beorn more interested in the story and kept him from sending them all away. He was not one to invite strangers into his home and now he was conversing with a group of fifteen! Before Gandalf could continue Beorn's attention was caught by something behind them, his eyes narrowing thoughtfully, and she turned to see that Thorin had emerged from the house.

Rhae felt her heart skip in her chest when she saw him. It was probably a good thing he had no idea what the sight of him could do to her. He bowed respectfully at the huge man before him and Gandalf hurried to finish his story, relating the fight with the orcs, the eagles' rescue, and their trek down from the Carrock.

"A very good tale!" Beorn said with a chuckle. "The best I have heard for a long while. If all beggars could tell such a good one they might find me kinder. You may be making it all up, and of course I will find out, but you deserve a meal for the story all the same."

Rhae released a breath she hadn't known she'd been holding. They were safe.

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After a lengthy conversation with only Gandalf, Beorn lead them all back inside where they found his animals had prepared breakfast and were setting it out on the large table. They couldn't help but stare as dogs walked upright on their hind legs and sheep carried in platters of food on their backs. There were even a couple animals that added logs to the fire. The company took seats on the benches, looking even smaller than usual on the large furniture, as Beorn began to pour milk from a pitcher into their cups. Rhae wasn't able to quite stifle her chuckle when Fíli raised his to drink and it was bigger than his head. He winked at her over the rim.

"So you are the one they call Oakenshield. Tell me, why is Azog the Defiler hunting you?"

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

"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." Rhae noticed that Bilbo was staring at the rusty manacle on Beorn's wrist and poked him in the side to keep him from saying anything. "Not for work, you understand but for sport. Caging skin-changers and torturing them seemed to amuse him."

"There are others like you?" Bilbo asked quickly, glancing at Rhae to make sure she wasn't going to poke him again.

"Once there were many."

"And now?" the Halfling persisted.

"Now there is only one." The company sat in silence for what was there to say to that? After a moment Beorn continued.

"You need to reach the mountain before the last days of autumn?"

"Before Durin's Day falls, yes," Gandalf answered.

"You are running out of time."

"Which is why we must go through Mirkwood."

Beorn looked hard at the wizard. "A darkness lies upon that forest. Fell things creep beneath those trees. There is an alliance between the orcs of Moria and the Necromancer in Dol Guldur. I would not venture there except in great need." Rhae's brow creased at the skin-changer's mention of Dol Guldur. The news of a Necromancer and an alliance with orcs boded ill.

"We will take the elven road. That path is still safe."

"Safe?" Beorn almost snorted at the wizard. "The Wood-Elves of Mirkwood are not like their kin. They're less wise and more dangerous. But it matters not."

Thorin straightened from where he'd been leaning against a post. "What do you mean?"

"These lands are crawling with orcs. Their numbers are growing and you are on foot. You will never reach the forest alive." Thorin looked shocked and Beorn stood from his seat and fully faced the dwarf.

"I don't like dwarves. They're greedy and blind, blind to the lives of those they deem lesser than their own." They watched as the huge man gently picked up a mouse and held it carefully, approaching where Thorin was standing with his arms across his chest. "But orcs I hate more. What do you need?"

Yelya - daughter