A/N: First off, I should warn you that this chapter is very emotional. It's also very long because I inserted an extended scene in that I had written long after the fact. I will be putting other extended scenes in later, so it's like you guys will be reading the Extended Edition of my story. Anyway, you'll see where the extended scene begins and ends because it is outlined with a double asterisk (**). I added some things before and after the scene to make it blend in better with the rest of the story.

~Some Folks We Never Forget~

Fourteen companions gather together
In memory of the friend they lost forever
Words of love they each lay down
Even the burglar, the lover & the king with no crown
But none of them know, with the eulogy each gives
That all of them mourn for one who still lives

Edlyn was awakened the next day by the glare of the sun in her eyes. When she opened her eyes and looked around, for a moment she forgot where she was. Then, she remembered; she was in Beorn's loft. She sat up slightly and stretched. When she looked over, she was pleasantly surprised to see her other clothes, cleaned, patched up and folded neatly right next to the bed, ready for her.

Edlyn smiled then looked around to make sure no one was watching before she removed the tunic dress she was wearing and slipped on her grey trousers, blue tunic and belt. She decided to go bare foot and not bother with putting the boots on. She almost was about to put her hair up in a braid out of habit. But as soon as she did she remembered that her hair was too short for that now. Oh well. She shrugged and made her way down the ladder.

Once down, Edlyn silently took a look around her host's home. The first thing she noticed (although she noticed this the night before) was that everything was huge! Tables, chairs, everything was bigger than they should have been. It was all too big for her, but obviously it was all the right size for a man as massive as Beorn was. The next thing she noticed was that everything was a bit quiet. There didn't appear to be anyone else in the house at that moment. Well, not exactly.

The young healer walked past the barn area and saw all of Beorn's animals in their stalls. Some of them turned and looked at her with curious eyes. She saw Faen in one of the back stalls, sound asleep with her head tucked under her wing. Edlyn smiled fondly at her and quietly tip toed past so she didn't wake her. She continued to look around, wondering where everyone was. Meraell was nowhere to be found and Beorn was absent as well. She walked outside into the front yard of Beorn's home and walked down the stone steps. From what she could see, the sun was a bit high in the sky which meant that it was a bit late in the morning. But, she was still a little sleepy so she could not tell just how late. She looked around and her eyes were dazzled by the beauty that surrounded her, a smile being drawn out of her in the process.

"Well, hello there!"

Edlyn practically jumped at the suddenness of that deep, booming voice and spun around to see Beorn walking towards her with two large pails of water that he had just gotten from his well. Thankfully, he wasn't naked and was wearing a brown, sleeveless wool tunic, brown pants and brown boots. He set the pails down, letting out a chuckle at her reaction to his greeting.

"You're a jumpy little squirrel, aren't you?" He said.

Edlyn rolled her eyes a bit. "Well, after what happened last night, can you blame me?"

"True." He replied. "It's about time you woke up. For a moment there I thought you were going to sleep all day. It's nearly midday already."

"Midday?" She said in surprise. "Wow, I really was tired, wasn't I?"

"Well, after an encounter with Wargs like that, it's not surprising." He said. "Where's your eagle friend?"

"She's still asleep." She said. "I don't want to wake her yet. Do you know where Meraell is?"

"The elf?" He asked. She nodded in reply. "He's out somewhere. I don't know where. He didn't tell me where he was going. He just said he was going out. Elves are very strange creatures, you know. Anyway, he's been gone most of the morning. But I'm sure he'll be back." He paused. "Are you hungry?"

"Yes, I'm starving actually!" She said, suddenly realizing just how hungry she was.

"Well, in that case." He said as he led her inside.

Edlyn sat down at his table, which went up to her bust. Beorn gave a whistle and right away, some small ponies came and started setting up plates and utensils for them. There were even some dogs that walked around on their hind legs like people, serving food up with their fore paws. Edlyn thought that was the most extraordinary thing!

Like the night before, there was no meat on the table; just plenty of nuts and fruits, mainly berries. There were vegetables, bread, milk and cheeses of all types. And honey, lots of honey. Edlyn didn't mind the food choices. In fact, she had been eating nothing but small rodents and fish for almost a week, so this was a pleasant change. She ate vigorously and Beorn poured some milk into her over sized cup, chuckling with both amusement and pride at her enthusiasm with the meal.

All the while, they exchanged stories. She finished telling him all about her adventures since she had started telling him the night before but ended up stopping right at the Carrock part. Beorn listened with interest, and then he told her what Gandalf had told him about their adventures after she was separated. From what he said, she figured she was about a few days or so behind them. Also, it seemed that, according to Beorn, the entire company was alive and unharmed, which she was incredibly relieved to hear. She still had a couple question for the skin-changer and slowly built up the courage to ask the first one.

**"Beorn." She said in a somewhat inquiring tone. "You said that you were the last of your kind. Surely that can't be true. There are others, right?"

The softness on Beorn's face disappeared and his eyes filled with a dark mixture of anger and grief. He turned his back on her and faced the wall. Edlyn immediately felt a sting of regret at having asked what she could easily see was a painful question for the skin-changer, and probably a dangerous one for her. However, before she was able to verbally dismiss him from having to answer, he spoke.

"As far as I know, there are no others." He said with a grim tone. "As far as I know, everyone I ever loved is dead."

He turned and looked at her. His eyes were filled more with sorrow now than any kind of rage.

"There used to be many of us." He said quietly. "There were women and children as well as men. We were a race, our own people. We were proud, strong and we prospered. I had a wife and a little daughter; with them I was happy and never alone. But all that was stolen when Azog and his filthy breed came down and invaded our settlements. We were all captured and chained up like animals!"

The sorrow in his eyes was quickly replaced with a mounting rage. Edlyn's heart started pounding hard in fear at the sight of it.

"We were tortured, scarred, hunted, whipped and starved!" He said with a poisonous growl. "And Azog laughed! Every time one of us screamed or cried or begged for mercy, he just laughed! Then, he slaughtered them all! By luck, I somehow managed to escape, but not before I was forced to watch The Defiler skin my family, including my wife and daughter, alive before my very eyes!"

By this time the room seemed to grow dark with the anger and hatred that was oozing out of every word he spoke. Some of the animals present started backing away at the escalating rage of their care-taker. Edlyn herself unconsciously started sinking lower behind the too large table, ready to dive underneath should Beorn suddenly lose his head.

"A day has not passed when I haven't dreamed of ripping that monster's throat out with my bare claws!" Beorn growled. "In fact, had I had the chance, I would have done it last night!"

Suddenly, Beorn let out a roar, causing the healer to jump with a gasp when his claws shot from his fingertips and his fangs poked out from between his snarling lips.

It took a few tense moments for his rage to die down and he suddenly remembered who he was talking to. He looked at her and saw the fear in her wide eyes at his outburst, something that she obviously didn't expect from the normally warm and caring skin-changer. His claws retracted and his fangs disappeared as the snarl on his face softened.

"Forgive me, little squirrel." He said, his voice becoming gentle again. "I don't-I don't like remembering."

Edlyn halfheartedly nodded and lowered her eyes, muttering a small apology. There was a long pause after that as Beorn turned and stared at the wall, some of the sorrow still lingering on his face.

"I-I hope you succeed." Edlyn finally managed to say. Beorn looked at her curiously as she looked up at him. "I hope you succeed in avenging your family. And-and I hope you find peace in it, if you do."

Beorn nodded in response with a kind yet sad look in his brown eyes. **

Afterwards, Edlyn decided to change the subject and comment on how beautiful Beorn's home was and how she loved the animals and how Faen was doing. After a while of talking about these things, Beorn slowly went back to his usual warm and friendly self, albeit a bit sobered down. Just as long as the subject of his family and the other skin-changers was never brought up again, the conversation went smoothly. After a while, Edlyn remembered that she still had one more question for him.

"Beorn, may I ask you something else?" She asked as she got down from her seat when she was finished eating. Beorn nodded and leaned against the mantle. "Does the company know that I survived?" Beorn's face fell slightly and he didn't answer. "Beorn? Do they know I'm alive, or do they believe I'm...dead?"

Beorn turned away from her with a sigh. Then, after a few moments, he turned to her again. He still didn't answer and he didn't have to; the sad look in his eyes was more than enough to answer her question.

"Oh no!" Edlyn said quietly, her heart clenching when she realized the truth.

"Physically, your friends were fine." He said. "But it was clear to see that their hearts were heavy. They told me that they had lost you just outside the Misty Mountains and they told me how. The grief of your death weighed heavily on them, some more than others."

The healer couldn't even speak as Beorn explained all this to her.

"In fact," Beorn said. "There is something I must show you; something that I didn't want to show you at all. But I feel like you need to know. Follow me."

Edlyn frowned slightly but followed him nonetheless as he led her out the back door. She followed him until he led her to a large willow tree that was right next to a small pond in the back area. Pushing the hanging branches aside like a curtain, he invited her in first and pointed to something at the base of the tree. Her heart fell to the ground as soon as she saw what it was.

At the base of the tree was a decent sized pile of large white rocks that were arranged in a rectangular formation that bared the resemblance of a burial marker. On top was a large, flat stone that had Edlyn's name carved on it in the Common Tongue, Khuzdul and Rohirric, the language of Rohan. It didn't take a genius to figure out what it was. It was a grave; her grave. She could hardly breathe as she looked at it.

"Is that..." She couldn't even finish the sentence.

Beorn nodded. "Your friends set this up right before they left. They had no body to bury so they built this to honor your memory."

"Then they really do think I'm dead." Edlyn said in barely a whisper.

Beorn nodded sadly. "It was that young blonde dwarf who suggested it. He and the others even had a ceremony for you."

Then, the skin-changer told her everything.

*Flashback*

Fili stood underneath the willow tree in that same spot. He had been standing there for who knows how long, just gazing around with a sad yet thoughtful look on his face. He didn't even turn around when the familiar sound of his brother calling his name broke his thoughts.

"Fili?" Kili said, coming up right next to him. Fili hummed in response without looking at him. "Thorin sent me to tell you that we will be leaving for Mirkwood by the end of the morning."

Fili nodded, still not looking at him. "It's beautiful here, isn't it?" He said after a pause. Kili sort of nodded and looked around. "Edlyn would have loved it here."

Kili looked at his brother then let out a sigh. "Fili..."

"I want to bury her here, Kili." Fili said before his brother could finish his sentence.

Kili stopped and looked at Fili with a look of surprise.

"Edlyn; I want to bury her here." Fili repeated. Then, for the first time, he turned and looked at Kili with sad eyes. "In order for me to continue on this quest, I have to have a clear mind, and a clear heart. I can't keep carrying her ghost with me everywhere I go, Kili; it will only weigh me down. I have to lay her to rest somewhere; I have to let her go. And I want to do it here." He paused. "Thorin said that there would be a time to grieve for her, and I think that time is now."

Kili's face softened with understanding. "I'll go tell Thorin." He said, putting his hand on Fili's shoulder before turning and leaving him alone under the willow tree.

Some time later, every member of the company, with the addition of Beorn, stood around the willow tree, looking down at the rock pile that they had all helped set up as a memorial to their fallen friend. Fili was the last one, laying down the stone that had Edlyn's name carved into it, running his fingers across the letters that formed that name; a name that had so much meaning to him now. He stood up and Thorin stepped forward and put his hand on Fili's shoulder. Fili went and stood next to his brother as Thorin turned to address the entire company.

"We are here to honor the memory of our friend and companion who was taken from us very tragically. And, as I'm sure we all agree, was taken far too soon." Thorin said, his face grim. "Edlyn was the first to fall; the first of us to give their life for this quest. But we will not let her death be in vain! We will not let her memory fade! Now, we will reclaim Erebor in her name! She will not be forgotten!"

The others shouted in agreement as Thorin turned and faced the memorial.

"Edlyn, you were the bravest amongst us." He said as if speaking to her directly. "You had so little to gain from this venture yet you gave so much. Loyalty, honor, a willing heart; you gave all that and more. You will forever be remembered with honor and admiration among my people. They will know your name and what you have done for us. Rest well."

Thorin withdrew and Bilbo stepped forward. "You were a loyal friend, Edlyn." The halfling said. "To me and everyone here. In fact, you were the first friend I had on this journey. You understood what I was feeling and you wanted to help me. If it wasn't for you, I would have given up a long time ago. So, thanks for never giving up on me, fellow misfit." He leaned down and placed a flower on the grave before withdrawing. After that, each one of the dwarves stepped forward and said their eulogies to the healer.

Balin stepped forward first. "Lass, you had wisdom far beyond your years." He said, thoughtfully. "The words that you spoke were always so deep and full of meaning, that I had grown wiser by simply listening to you speak." He paused. "I'm going to miss our little chats. I truly will." He withdrew.

Dwalin stepped forward. "Uh, I'm not really good with all this sentimental stuff so I'll just be honest. When I first met you, lassie, I didn't really like you. I didn't think you had what it took to survive on this quest. Maybe it was your profession, I don't know. But you showed that you were a lot stronger than you looked, and I have more than a few bruises to prove that."

Some of the other dwarves chuckled at that remark.

"Truthfully though, over time, I had grown to like you." Dwalin continued. "And, I think you were a true warrior, inside and out. I'm sure you would have fought it out to the very end and I would have been right there next to you." He bowed. "It was an honor to fight along side you." He withdrew.

Oin stepped forward. "You were a gifted healer, lass; resourceful and far ahead of your time. I learned so much from you during our time together. At least now, you won't have to yell at me anymore." The others chuckled at that. "I'm sure your master would be proud of you." He withdrew.

Gloin stepped forward. "I wish you could have met my wife and wee lad, you would have liked them. And they would have liked you. You were a spirited woman. So positive, charming and full of life; you were always able to make us laugh. Even when we were in the foulest moods, you still managed to have us splitting our sides open, sometimes by saying the simplest things. You made this journey bearable and it's not going to be the same without you." He withdrew.

Ori stepped forward timidly, with some encouragement from Dori. "You were a very sweet woman, even to the worst of us. You put up with us every day and you did it with such grace. Thank you for always being patient with me and everyone. I will truly miss you." He withdrew.

Dori stepped forward. "You were a servant at heart, Edlyn. You hardly ever thought of yourself. You had this motherly quality that made you want to help and take care of people, even when they weren't your responsibility. You did a wonderful job at helping me keep my brothers out of too much trouble. So thank you." He withdrew.

Nori rolled his eyes at Dori's last statement as he stepped forward. "Well honestly, Edlyn, I'd rather have you nagging at me instead of Dori. Your voice was a lot less annoying and you were easier on the eyes."

"Nori!" Dori hissed as the others laughed.

"See what I mean?" Nori continued. He paused for moment. "Truthfully though, one thing I will miss most about you was your willingness to listen. Whenever I had something to say, you were always the one I could go to. You always listened and you were always patient and understanding. And you were a good judge at what was best to keep secret, although I questioned your judgment sometimes. Thank you for always listening to me when I needed it." He withdrew.

Bofur stepped forward and removed his hat. "You were a beautiful lass with a beautiful voice. Singing with you was one of my greatest joys and I will miss our duets. I will miss the way you laugh and I will miss how you always saw the beauty in everything. You made our lives brighter, you really did."

He turned and looked at his brother. "Bombur, do you have anything you would like to say?"

Bombur said nothing, but he gave his brother a sad look that was enough to break even Dwalin's heart. Bofur, understanding what Bombur was saying, nodded then turned to the memorial.

"Well, I speak for both myself and Bombur when I say that you will terribly missed." He said."There was no one like you, lass." He withdrew.

Bifur stepped forward, to everyone's surprise."You had a good heart, my lady."He said in Khuzdul."Kind and noble, you were. You would have made a wonderful dwarf, had you been one. Nevertheless, you were magnificent as you were and you will walk among the great ones of your race" He bowed and withdrew.

Kili stepped forward. "As Bilbo said, you were a friend to all of us. But, to me, you were more like the sister I never had, all the way down to the annoying teasing."

The others chuckled at that, even Fili. Kili chuckled too, but it soon faded.

"In all honesty though, I'd give anything to hear some of that right now." He continued. "I miss all the fun we had, even at those times when we got ourselves into trouble. Thanks for all the good times and the memories." He withdrew.

Finally, Fili stepped forward. Everyone watched sadly as he gently knelt down next to the memorial. "You were my first love, Edlyn." He said softly. "And I will never love another as much as I loved you. You were my maiden; my fair maiden. More beautiful than anything in this world. Not even the loveliest and rare gems could compare to you. Everything that made you who you were, even your flaws, imperfections and demons, were what made you the most beautiful woman in the world to me. You were my lover and my best friend. I wish I that I had gotten the chance to say good bye." He leaned down and planted a kiss on the headstone. "I miss you, my love. I always will."

As Fili stood up, Beorn turned to Gandalf. "Will you not say something as well?" He asked in a whisper.

"What I have to say to her, she will not hear." Gandalf replied. "Not where she is."

Beorn gave him a confused look. "What do you mean?"

"I can not say." The wizard said. "But, I hope I am right."

Beorn stared at him for a moment then shook his head. "Wizards." He muttered.

Some of the members of the company, including Fili, overheard what Gandalf had said and they all were confused as to what he was talking about. But none of them said anything.

"Come. We must leave now." Thorin said. One by one, every member of the company departed, until only Fili was left alone under the willow tree. He stood there for a moment before turning and joining the others.

Edlyn hadn't moved from that spot. She still stood there under that willow tree, staring down at what would have been her own grave. That is, if she had died. Beorn was no longer by her side. He had left after she told him that she needed to be alone for a while.

This was all too much to take in! She stared down at the memorial, hardly able to breathe. Her chest was tightening, as was her throat. Tears filled her eyes, threatening to spill over. Did she care? At this point, not really. So many emotions gushed through her; sorrow, pain, guilt, longing, even anger. This was not what she had intended to happen.

She hated it. She hated to think about her friends grieving for her when she wasn't even dead. She hated to think about Fili, her Fili, going through that kind of pain. And what was wrong with Gandalf?! From what Beorn had told her, it sounded like Gandalf somehow knew, or at least suspected that she was alive. If that was true, why didn't he tell the others? How could he just stand there and watch them experience that kind of grief? As long as she lived, Edlyn knew she would never understand wizards.

It was kind of frightening looking down at her own grave and realizing just how mortal she really was. All it did was remind her of when Deovan died. But, this wasn't her grave. Others thought it was, but it wasn't. Because she wasn't dead! Nor was she ready for Death yet! She needed them to know that; she needed Fili to know that! Now she longed to be with him more than ever. She longed to be in his arms and hold him and let him know that she was alive. And the more she longed, the more the tears started to silently fall.

Suddenly, Edlyn felt someone standing next to her. She turned and saw Meraell standing there with a look of sad understanding in his eyes. Beorn had told him everything. She looked at him and he saw right away the tears that had escaped her eyes. Then, all the emotions she felt came crashing down on her. Without a word, she fell against his chest, wrapped her arms around him and broke down. Meraell didn't hesitate to return the embrace, holding her close to try and comfort her. Her legs gave out from under her and he gently lowered her to the ground with his arms still around her, holding her as they both knelt on the ground. Edlyn continued to cry uncontrollably.

"Sh, sh. Rhae." Meraell said softly. "Calm down. It's alright, Edlyn. You will find them. I promise. They will know the truth soon."

He gently rubbed her back and kissed the top of her head. Despite her loud sobs, Edlyn could still hear his heartbeat, which was incredibly steady. She clung onto him harder because she just needed to feel someone's arms around her right now.

Just then, they both felt something large loom over them and when they looked up, they found that Faen had somehow limped her way over to them and had draped her good wing over them both. She too learned about what happened and felt the need to comfort Edlyn as well.

And as Faen and Meraell stood there comforting their friend, Beorn stood some ways off, watching the scene with a somber expression.

A/N: Naturally, I should apologize for this sad scene, so, I'm sorry. Sometimes I hate what my muse makes me write. Well, at least we got another opportunity to see how Fili and the others are coping with Edlyn's "death" since a lot of the chapters so far have focused on Edlyn and her journey. We needed a break, even if it was a small one.

Anyway, that aside, I want to discuss the extended scene I inserted. I wrote that scene LONG after writing these chapters with Beorn; actually, I was already into Book III when I wrote it. I had written the "Bear Skin" chapter with a few brief mentions of Beorn's new backstory and had debated about whether I should keep them or go back and edit them out. However, after watching Battle of the Five Armies, and seeing how neglected Beorn and his story was, I decided to keep them and write this extended scene to go with them. I wrote this scene for two reasons, 1) to emphasize Beorn's desire for revenge and the fact that I 100% plan on letting him get revenge on Azog and 2) to allow his personality and backstory to match up better.

Someone sent me a note and pointed out that keeping Beorn's original personality in addition to Jackson's new backstory for him seemed kind of inconsistent and caused his personality to not quite match up with his past. Thankfully I had already written the extended scene but nevertheless, I made the necessary adjustments to make it fit together more. Tolkien described Beorn as a man of many wild moods; sometimes going from grumpy and impatient to warm and boisterous. So I imagine that grief and anger would be no different. He's still the Beorn we know except with some PTSD from what happened to his family and kin. Actually, The One Wiki describes Beorn as being "vengeful" so for him to want to avenge his family makes sense. Somehow, PJ overlooked that.

Sindarin translations:

Rhae=Easy

Music:

The music that plays during Edlyn's "funeral" is Sleepsong (Instrumantal) by Secret Garden.

(songs belongs to its respective owner)