"That is quite enough of that," Billana hears Balin say as Kili's lips leave hers. The young dwarf smiles down at her, only to yelp when her guardian's fingers clamp onto his ear.

"Idiot," Fili chuckles as Balin drags his brother away.

She blinks at him owlishly, her lips still tingling and her mind hazy from the passion in Kili's kiss. She has never experienced anything like it, even the kiss he gave her all those weeks ago after their little archery competition had nothing on the one she just received. Her cheeks heat as she realises that she would very much like to experience that again.

"Kitten," Fili whispers and she turns her attention to him.

He has another one of those looks on his face, the ones that she still hasn't learnt to decipher, then he reaches up and tangles his fingers into her curls. Their eyes meet, though it is almost impossible to really see him in the moonlight, and he leans down. His lips find hers, although there is nothing hurried or crushing about this kiss. It is soft, tender, and she feels confusion fill her when it ends.

"I don't-" she breathes, not really sure what she is going to say.

"It's alright, Kitten," he says softly, his face still so close that she can feel his lips move against hers. "As soon as we find a quiet moment we'll talk about it. I promise."

Perhaps, she thinks as he moves back, dwarves kiss for different reasons to hobbits. It's the only reason she can think of that either of the princes would want to kiss her. Fili leads her back to the cottage, her hand still gripped tightly in his and that touch is all there is to stop her from feeling like she is about to float away. She had no idea that kisses could feel like that. Being back among the Company, however, quickly brings her to her senses and she braces herself, waiting for the censure and cruel words that would be the result of such a display in the Shire. A chaste kiss is all well and good between betrothed or married couples, but nothing about either kiss, especially Kili's, could be called 'chaste'.

The only response that she gets are wide grins and a couple of winks. She sees the odd coin change hands as she looks around until her eyes fall on Balin who is furiously scolding Kili. The dark-haired dwarf doesn't look even remotely contrite, if anything he looks vaguely mutinous, and it makes her nerves scream. Kili shouldn't be in trouble for her sake. She looks up at Fili, her companion's expression changes from content to wary in a moment. He adjusts their course, which had been in Gandalf's direction, and makes for Balin.

"You don't have the right to ask that," they hear Kili snarl. "You aren't her father."

"Do not take that tone with me, lad," Balin replies. "I am her guardian and the closest thing she has. Mahal knows the wizard isn't planning to do a thing about it. I won't see her hurt, and I know you."

"Do you really think we could hurt her?" Kili demands. "You-" he pauses when he notices that Billana is in hearing distance. His dark eyes go slightly wider and a faint blush stains his cheeks.

Balin turns when he sees Kili's reaction and he must see Billana's confussion, then he glances down and raises his eyebrows. Her hand is still in Fili's, she realises, and she snatches it away under her guardian's gaze. For a moment she fears that she might have lost his good opinion by allowing Kili to kiss her the way that she did. Then he sighs and mutters something, escorting her away from both of the princes. They promptly start talking in hushed whispers.

"I take it you spoke to our host?" Balin asks her.

"He said we can stay," she replies with a glance over her shoulder, "but that we shouldn't go outside before dawn."

"That's easy enough to manage," he shrugs, "I doubt any of us really have the energy." He follows her gaze. "Don't worry about them, lass, they'll get things cleared with you soon enough if they know what's good for them."

That sounds vaguely ominous, she thinks, and Balin obviously knows something that she doesn't. She shakes her head, passing her confusion off as exhaustion. Balin doesn't seem entirely convinced, but he leads her to a large door that joins the cottage with the stables. There is a hayloft that is only partially full since it is summer, and she curls up in a corner, falling rapidly into an exhausted sleep. Her dreams are heated in a way that she doesn't truly comprehend, and she wakes feeling somehow less rested. The sun is just beginning to fill the loft through an open window, and she stretches, enjoying the warmth of it. The space around her has filled during the remainder of the night and she creeps softly past the others as they snore. Hunger gnaws at her and she wanders into the cottage to find something to eat only to pause when she is greeted by the largest man, she has ever laid eyes upon.

"You're the Bear-Man," she says without thinking, then claps her hands over her mouth.

He laughs, a warm and booming sounds that vibrates through her. Then he approaches, going down on one knee in front of her so that he can examine her as he must know that she is doing the same to him. His hair and beard are thick and black, the same colour as the bear whose form he takes. His dark eyes, however, are haunted in a way that makes her wonder how he can laugh at all.

"You are the one I met last night," he replies. "So small and delicate a thing, for one who contains such great power." He looks at Gandalf. "Too delicate to be in the care of dwarves."

"Billana has been quite the asset to those dwarves," Gandalf puffs on his pipe absently. "And they have been very good for her. I doubt the young hobbit who departed the Shire would have faced a charging bear."

"Is that so?" The skin changer asks in amusement. "And are you still a timid bunny, little one?"

"I was never a timid bunny," she replies. "It just seems that getting involved with dwarves causes one to take leave of much of their good sense." He laughs again, louder still than before, and she can see the delight on his face clearly.

"So, if you are no rabbit, little one, what are you?" He asks. "For I cannot be Bear-Man to you and not know what manner of creature I am dealing with."

"I'm just a hobbit," she shrugs. "Billana Took, of the Shire."

"And are all hobbits like you?" He tilts his head.

"No," she mumbles. "None of the other hobbits are like me. It's why I had to leave. It's what the dwarves rescued me from."

He stands and stretches, scratching at one shoulder as he turns to the table. It is already laden with food, thick hot porridge and steaming honey cakes. Massive jugs that are almost half as big as she is and that she would never be able to lift. She looks at the benches with apprehensive eyes, certain that there is no dignified way she will be able to clamber upon them so that she might eat her fill and just as positive that she will have to kneel her way through her meal anyway. Beorn solves the problem by scooping her up and placing her upon an upturned bucket at the end of the bench nearest to Gandalf. Even the wizard looks small next to the skin changer's table.

"Eat," Beorn instructs, "whatever else they may have saved you from, it is clear that the dwarves have no idea of how to feed you." He serves her a very large bowl of porridge and pours her a measure of fresh milk from one of the jugs. Billana falls upon the food, feeling like she hasn't eaten for a year. "While you eat, you can listen to your wizard tell of how you came to be in my lands; and correct him should he make a mistake."

"I'm sure he'll tell you the truth, he may exaggerate a little, but isn't that the way of storytellers?" She smiles.

Gandalf glares at her but launches into their tale. He omits, she notices, the fact that Kili can also change his shape using his gift, or that he, Fili and Thorin arrived in her home far earlier than the others. The state of her smial is made to sound somewhat more dismal that it actually was, his thoughts on the hobbits, however, are fairly accurate even though she suspects he thinks he has exaggerated. Their trip is condensed, the trolls and elves barely get a mention but the orcs that pursued them to Rivendell are dwelt on rather more. As are the goblins when Gandalf reaches that part of the tale and it is the first time she has heard about what happened to the dwarves while she was lost under the mountain.

"Where were you, little one?" Beorn asks her when Gandalf mentions their reunion outside the goblin tunnels.

"Deep in the mountain," she replies. "I managed to turn into a bat midfall, and then when I reached the bottom, I salvaged what I could of my belongings and made my way out as a badger. It wasn't anything like as exciting as the dwarves' experience though."

"An experience I, for one, would rather not repeat," Fili mumbles as he climbs up next to her. "Kitten," he smiles, and she grins back at him, though from the way his face falls it is not quite as bright as he would like.

Gandalf huffs at him, then continues his story as Fili also begins to eat. The golden mage cuts in a couple of times with corrections, reminding Gandalf that he had carried Billana in her cat form and that he had, actually, tried to convince her to fly somewhere safe. That, at least, seems to gain Beorn's approval, as does Gandalf's telling of her taking wolf form to protect Thorin. No mention is made, however, of the emotional conversation which followed, only that many of the Company were injured before Gwahir and his eagles could rescue them, and that they would appreciate a few days to recover and the supplies that they might need to make it to their destination.

The silence that follows the request is tense.

"Were it just you and the dwarves, wizard, you would have been ordered to leave my territory by sundown," Beorn replies. Many of the others have woken and joined them in this time, though Billana had taken her fill some time ago she had remained purely to see the outcome. "I have heard and experienced little of the good of dwarves. Had I not witnessed their care for your hobbit myself I would not believe a word of it." He turns dark eyes on Fili and Kili and she instantly knows what he has seen. She flushes. "But I have seen it, and so you may rest here while I investigate the rest of your claims. Should they prove true I will give you the time to recover that you need as well as the supplies."

"And should you deem it false?" Thorin asks and Billana silently screams at him for asking the question.

"Then it is lucky you have treated Mistress Took so well," Beorn replies. "For if I find the wizard has lied to me, I will merely turn you from my lands instead of killing you." Billana shudders. "There is a washroom behind the house, if you leave your clothing it will be cleaned for you. It will take me at least two nights to find the truth of things, do not leave this building after nightfall, as I told Billana, I will make no promises for your safety should you do so."

It is a dismissal, or as close to one as they are likely to get, and he strides from the room. They all exchange glances and, while the dwarves are debating about whether they should take the risk that the goblins have already given up and returned to their city under the mountain without a trace, Billana slips from the table and makes her way to the washroom.

There is, bizarrely, a large dog in the room filling the tub when she gets there. She greets the animal with her mind rather than out loud. He welcomes her with a wag of his tail, informing her that it is a relief to find one who can speak to them properly among so many outsiders. She laughs and eases herself into the hot water, taking her time and knowing that Beorn's animals will keep the others away until she is ready.

It is only when she climbs out of the bath to find that her clothes have been taken to be cleaned that it occurs to her that there might have been a flaw in her plan. Until her things are dried she will be without anything to cover her other than the overlarge blankets that the dogs have left for her. She takes a breath and wraps one around her shoulders, tying it in place with a length of cord that has been left beside it. She feels ridiculous, and the amused smirk Bofur sends her tells her that she looks it as well, but she isn't going to wander around with no clothes on among them. Her sense of hobbit modesty has been tested quite enough over the last few days as it is and she gives Bofur a withering look when he suggests exactly that.

Kili finds her some time later as she sits on a large bench and runs lightly oiled fingers through her curls. It is nice to be able to take proper care of them for a change, too often she just lets them dry and ties them back. He has, she's relieved to see, wrapped a blanket around himself that he is holding closed with one hand.

"I need to stretch my wings," he says with a wide smile, though there is a nervousness to it that dims the brightness she would normally expect to see. "Do you want to join me?"

She considers him. Her wellspring of magic has replenished more rapidly than she had expected it to, and she has no reason not to join him aside from her own confusion over his actions the night before. Kili and Fili's, she reminds herself. Avoiding them, however, will not get her any answers and nor does she really want to. Besides, it has been too long since she just flew for the pleasure of it. It also, she thinks ruefully, means that there is less chance of running into the others while they wait for their clothing to dry.

"Have you told the others?" She asks, aware of the importance of making certain someone knows where they are even in a place that is apparently safe.

"Fili and Thorin," he replies. "Fili said he would bring our things to the stream we crossed at the treeline last night," he adds. "There's something we need to talk about." She takes a shaky breath and he steps closer, shifting like he is going to reach for her until he remembers the blanket he is holding. "It's nothing to be concerned about," he assures her and while it doesn't completely put a stop to her worries, it eases them.

She unties the knot in the cord that holds her blanket in place.

"Catch me if you can," she challenges and shifts as she stands.

She hears him laugh as she leaps into the air, hear the beat of his wings as he follows, and two ravens fly from the cottage under the watchful eyes of a blond dwarf and an old wizard.


AN: And you all thought it would be Fili! It could have been Fili, but I couldn't see him being dragged off by Balin. Most of the first 1000 words of this chapter is me trying to get back on track after the end of the last chapter. The rest came remarkably easily after that. I've gone with the book appearance for Beorn rather than the movie look, I prefer it in all honesty, and have mixed the loud and boisterous Beorn from the books with the darker movie version.

Happy New Year!