Gandalf's plan, as Billana has come to learn most of them are, is not overly well thought out. He knows of a place that they can go, he tells them. This place is roughly in the right direction and should be perfectly safe, provided the occupant is in a good mood. They will not, however, make it through Mirkwood without supplies and they are no doubt being followed, something that Billana would confirm if she weren't so exhausted. Nor will they make it much further without finding somewhere safe to rest and heal and they do not have the time to go around the great forest that lies between them and Esgaroth.

No one has any better ideas, sadly, and none of them are even remotely familiar with the area they have found themselves in. Even Gandalf eventually admits, after a little pressing, that the one he is taking them to is unknown to him but for the word of one of his fellow wizards.

"But we should do well enough," he adds cheerfully, "with Billana among us." Several of the others turn to glare at the wizard, Billana among them.

"What difference could I possibly make?" She demands, trotting beside him as they all walk north-east.

"You shall see," Gandalf smiles, "we wouldn't want to ruin the surprise."

She mutters to herself as she walks, even more annoyed when they are told that the dwelling of their potential host is still almost two days hike away. A night of troubled sleep has done little to replenish her, both magically and physically, and it is clear that the others are also still suffering. She feels a touch of guilt about that, that it was her poor sleep and nightmares that has likely kept so many of her friends from the sleep that they all needed. Still, she has enough to stretch out her senses and seek out the local wildlife, though she refuses to tell Kili, Fili or Nori where they might find some game since she refuses to use the advantage her magic gives her while hunting, looking for whatever information she can find on their intended destination. With her magic so depleted, however, her range is drastically diminished, and it takes more effort and concentration than she would like.

Knowing whether they are being tracked and if their goal is as safe as Gandalf claims is worth the headache and the few times Fili or Kili have to catch her when she stumbles on a stone, root or her own foot.

-I have heard of a place- a peregrine falcon tells her -my mate spoke of it last spring. It is not within our hunting grounds now, and I have never been that far north, I prefer to avoid the lands of the dark dwellers during the journey times. My mate has told me that it is a place of safety for our kind, the Bear-Man watches over it now as he has for generations. It is a good story for hatchlings.-

Peregrines wander, she knows, and this one obviously prefers to go to the south or east when the nesting season is done. She thanks him and turns her attention elsewhere. With her range restricted by her exhaustion there is little more that she can do, and they are too far away from their destination for her to gather much more information about the road ahead. Instead she quietly asks the flocks of birds nearby to keep watch behind them for orcs and lets her magic rest. The others, thankfully, don't even try to suggest that she do any investigating at all, and she files away the falcon's statement that the land they are headed towards is protected in some way. She will ask Gandalf about it later, though she very much doubts that she will get any answers. The wizard is being irritatingly close lipped about their destination.

They forage as they go, Billana finding some more mushrooms and summer greenery, though the small patch of wild strawberries she locates yields only a few berries which she quietly shares with Fili and Kili. Kili uses a couple of his remaining arrows to bring down some game as they push on through the day without stopping to eat lunch. They move as quickly as they can, mindful of injuries, but they end up spending a tense night near a stream as Gandalf had said that they would. Billana gives her bedroll to Thorin, though it is small the severity of his wounds means that while he is nearly healed thanks to Fili and Oin he still has difficulty curling up with the others for warmth. She is not concerned about her own need for it, firstly because she can curl up with Balin and secondly because all manner of small creatures have begun to join her as she sleeps now that they are in the lowlands. She is joined later by a vixen, her mate and their three cubs and she spends a warm night with her nose buried in soft baby fur.

By late afternoon the following day she knows that they are close to their destination because the feel of the wildlife around them changes. Though the animals are wary and watchful it lacks the urgency that she would normally feel, as though there is a reason to be confident that they will not be harmed.

"No!" She cries sharply to Kili when he takes aim at a doe. The deer bounds away, and her friend turns incredulous eyes on her. "Don't hurt anything here. The Bear-Man won't like it."

That is the name she has heard frequently from the animals who live in this place. The Bear-Man, they tell her, walks among them at night. He is their guardian; these lands are his and he will tolerate no hunter upon them.

"Gandalf?" Thorin demands, his tone a warning. Like Billana he is obviously growing tired of the wizard's games.

"Beorn is a skin changer," Gandalf explains. "By day he is a Man and by night a great black bear. I was hopeful we would reach his cottage before nightfall," he continues with a glance at how low the sun is on the horizon, "but that is now doubtful, and these lands are not safe at night. We can reason with the Man; the bear is another matter entirely."

"We're moving as fast as we can," Dwalin grumbles, "if you had said we would have stopped for the night already."

"Do we turn back?" Gloin asks and Thorin shakes his head.

"We keep moving," he declares, "unless the borders are close?"

"We've been inside them since noon, or a little later," Billana replies with a scowl in Gandalf's direction. "If I had been aware it would be this important I would have mentioned it."

"I will not waste more time or put this Company at risk by retracing our steps," Thorin shakes his head. "Everyone pick up the pace, and let us hope that our destination is closer than the wizard thinks."

"Uncle," Fili objects and Thorin raises a hand to silence him.

The golden mage scowls, his face taking on an expression which is becoming increasingly familiar among the injured. The look that the dwarf king gives his nephew in return, however, is the one that none of them will disobey. They increase their pace.

The sun has set by the time they find the meadow, a large open space filled with wildflowers and with a cottage and stables near the centre. They make for it gratefully and Billana cannot be the only one who feels like her legs and feet might not take her another step further. A bellow sounds from behind them and something tingles in the back of Billana's mind. It isn't quite an animal, but nor is it the strange and unnatural feeling she experienced around the stone giants or the trolls.

It isn't something that she gets time to ponder as Bofur glances behind them with wide eyes.

"Bear!" He yells and, to a dwarf, the Company break into a run.

Billana, being smaller than all of them, quickly falls behind and she longs to change but doesn't have the strength. Kili notices that she is flagging, slowing so that he can grab her hand and pull her along. She stumbles more than once, kept upright only by the grip that Kili has on her, and they are the last to reach the cottage where the dwarves are desperately trying to open the door. Billana turns at the sound of heavy footfalls, letting go of Kili's hand. There is a relieved shout behind her, but she only has eyes for the great black bear charging at them. She has never encountered a bear before and she cannot help but think that he is utterly magnificent as she reaches out with her mind to touch his.

"Billana," she hears Kili hiss as someone grabs her hand and tugs.

She pulls away, still watching the incredible creature in front of her. The bear slows to a trot, then a lumbering walk. Finally, it halts before her, regarding her with dark eyes.

-Hello - She reaches out gently, not sure if he will hear her and determined to try it anyway.

-You are different- the bear says. -What is one such as you doing with the stone-folk?-

-They're my friends- she replies. The bear snuffles at her hair. -They rescued me. We're running from goblins and orcs, dark dwellers led by Azog. May we rest here for the night?-

-I have little love for the stone-folk, and little use for them besides. But you intrigue me, little one. I have never seen nor smelt your like before. You may remain until I learn what you are.-

"Thank you," she whispers, reaching out to touch his nose and marvelling at the feeling of the thick fur beneath her fingers. The bear chuckles inside her mind.

-Tell your stone-friends to remain in the house. I will not guarantee their safety should they step outside before dawn.-

-I will- she promises, watching the bear turn and amble away before turning her attention back to her friends.

The rest of the Company hover in the doorway to the cottage, tense and wide eyed. Fili and Kili hover behind her and they both reach for her hands to pull her to them. Both are staring at her with an awed intensity, each with a hand still resting at their hips where she knows they both keep a knife and obviously ready to leap to her defence.

Then large, work roughened hands are cupping her cheeks, turning her face up, and she is being kissed as though her existence depends upon it.


A.N: I wrote the end of this chapter three times. Someone refused to cooperate. So here it is.