Over the following days Beorn helps them to gather supplies and prepare as much as possible for the trip through Mirkwood. He says little about Billana's refusal to accept his offer to stay with him while letting the dwarves traverse the forest, but every now and then it is clear that he is considering taking his offer to the dwarves in an attempt to get them to convince her. He doesn't and she is glad of it, knowing that if he did Balin would very likely all but order her to remain in his role as her guardian. At least, she thinks he would try. Technically she is now in Gandalf's care, but she has noticed since she shared the events of the Fell Winter with the dwarves they have cared very little about the fact that Gandalf is the guardian that her mother appointed.

Beorn helps them to make or adapt packs for their food and blankets, provides them with skins for water and an additional bow with arrows. They will find nothing to hunt in Mirkwood, but there will be plenty that they might need to protect themselves from. As the only other dwarf with experience of using a bow, and the height to wield this one, Thorin accepts it with grudging thanks. The packs are filled with dried fruit, waybread and hard cheese, stuffed as tightly as possible without the seams bursting or the weight becoming too much to bear. The first few days will be a misery of aching backs and shoulders, she knows, but if the length of the journey is as great as Beorn says they will miss it come the end.

"You will need to strictly ration your meals," Beorn tells them once they have packed as much as they can. "The journey through that place is not a short one, nearly three weeks if you keep to the path."

"And if we don't?" Bofur asks.

"Then you may never escape Mirkwood at all," the skin changer replies flatly. "There are fell things and dark enchantments in that place. It will muddle your minds and steal your wits. I can give you enough food to take you to the other side and as far as the town of Men on the lake, but you will find nothing to supplement your supplies in there for all that lives and grows is tainted by the foul magics. Nor will you find water, for the only river carries a powerful sleeping curse. The elves in that place are not so wise nor welcoming as their kin over the mountains, they have been little inclined to maintain the ways through their realm so that travellers may avoid the ever-increasing dangers."

The dwarves mutter and grumble among themselves, unhappy with this development no matter how necessary it is that they go through the forest. Billana sees Fili eyeing her, as well as Kili, speculatively and her nerves pull tight, she knows what he is planning.

"Don't even think about it," she hisses when he approaches her.

"It would be safer for both of you," Fili mutters.

"We agreed you wouldn't try to send me away again," she reminds him, and he sighs, leaning down to touch his head to hers gently and resting a hand on her hip.

"I know, Kitten," he replies, his voice too soft to be heard by the others. "But let me worry? At least a little bit. I only want you safe, both of you."

"You think I don't want the same? You think your brother doesn't?" She asks. He huffs and she reaches to touch his cheek. "I would never forgive myself if I left and something happened to you or Kili. Never. Even if Kili was with me, I still wouldn't if it meant being absent and losing you." He whispers her name. "How about this," she continues, "if something happens to you, if it looks like I won't survive if I stay, I'll leave as long as Kili comes with me."

"And if he can't?" The 'or won't' goes unsaid.

"Then I'm not leaving," she says firmly. He opens his mouth to object, and she frowns. "Fili, there is nothing that you can say that will make me stay and wait. I won't do it. It would drive me mad. Please don't ask it of me."

"Alright," he mumbles, "alright. I won't ask it again. But if the time comes-"

"If the time comes, and there is no chance to save you, I will leave with Kili," she promises.

Fili frowns at the way she has phrased it, obviously noticing that she has left very little space for him to find a way around it. Billana has learnt to pay attention to the way that agreements are phrased during her time with the dwarves, so she is fairly certain she hasn't left any wiggle room.

"Sickening, aren't they?" Bofur comments, breaking through their little bubble, though the words are said with a certain amount of fondness.

Fili makes a rude gesture in his direction, but then he withdraws from her. He mutters something to Kili briefly as he moves to continue his own preparations and she wonders if he is going to talk to his brother about the outcome of their discussion. She doesn't get a moment to find out because Beorn still seems to have more to add to the rest of his dire warnings.

"Your days here have placed you at a disadvantage, for all the physical good they may have done you," he says. "It has given those who pursue you a chance to catch up. Mirkwood is several days away, they will catch you before you can reach that cursed place if you should make the attempt on foot. Fortunately, they fear the enchantments there as greatly as you should. If you can make it inside, you may outrun them."

"Comforting," she hears Nori mutter under his breath.

"I dislike dwarves," Beorn continues as though he hasn't heard the thief. "I think you greedy with little care for the other races," there are a number of outraged cries until Thorin calls for silence. "Fortunately, your treatment of Billana has given me cause to reassess that perception. I will loan you the ponies so that you may reach Mirkwood. They will not follow you inside, and you should know better than to attempt to force them." This declaration is met with silence until Thorin, grudgingly, gives his thanks for the use of the animals for even a short time.

Beorn nods and turns to depart, the hour is late, after all, and with so many orcs roaming so closely to his borders he is watching vigilantly for signs of trespassers. He pauses, however, when he sees Billana, then gestures for her to join him. She follows obediently, curious about what he could want.

"There is a warning that I would give you, Little One, away from their hearing," his voice is soft as they step outside and she wonders if he is going to try and warn her, again, that the dwarves may betray her. "The story of your trip here claims that you encountered trolls, the stone giants of old and the great eagles. Is there anything about them that you noticed?"

"Silver," she replies after a little thought, she doesn't know if Beorn feels animals the way that she does, but she describes it anyway. "They felt silver in my mind and some part of them was made of it too, their claws or teeth or nails."

"Indeed," Beorn nods, obviously pleased, "You must never attempt to become any creature that feels that way, including a dragon." He tells her. She stares at him in consternation. The thought of becoming a dragon to face Smaug hadn't occurred to her until now, but it sounds like rather an excellent idea. "Even if he allowed you to join your minds deeply enough to make the change, you would never escape him. He would have a great influence over you and you would become exactly that which you had hoped to defeat. Once you become such a creature the change is permanent and overwhelming. If you become a dragon, you will remain a dragon in all ways. If Smaug didn't kill you, your dwarves would be forced to."

"Why hasn't Gandalf ever warned me of this?" She whispers in horror, after all, if she had been in possession of enough of her magic during the flight with the great eagles she might have been tempted to try such an action then.

"I doubt he is aware of the risk," Beorn tells her. "My people have legends of it happening and the ending to such stories is rarely a happy one. No matter how tempting it might be, or how much your companions may push for it, do not attempt it."

"I promise," she agrees.

"Good, now get some rest, Little One, you still have a difficult road ahead."

On impulse she rushes towards him and Beorn crouches to wrap her in his massive arms. She will miss him, for all that she has only known him a little over a week, but perhaps she will have the opportunity to visit him one day. She's sure that Fili and Kili wouldn't mind if they could find a safe path back. He pats her head with a soft chuckle and releases her, then he stands and walks away, shedding his clothes as he goes.

"What did he want?" Kili asks from behind her and she flinches.

"Nothing much," she shrugs, "just reminding me of something. We should go in."

Kili looks at her sceptically and she feels a shiver of guilt for lying to him. It isn't something that she is good at, but she has learnt to do it out of necessity no matter how much she dislikes it. He is dubious, she knows, but he lets the matter go and wraps his arm around her waist as they walk back into the cottage. Billana leans against him, enjoying his warmth and the safe feeling that comes with being close to him. Her conversation with Beorn has left her frightened and off balance. Eventually it would have occurred to her to make the attempt to become a dragon, and it likely will to the dwarves as well, and she would have attempted it rather than risk her friends being hurt or killed. It would have ended in disaster and as much as she longs to share that fear with Kili, she knows that the risk of the others hearing will be too great. She isn't sure that they would understand her refusal or give her a chance to explain it fully.

"Are you sure you're alright, Kundith?" Kili mutters before they cross the threshold into the stables where the others have already retired for the night. "You seem upset."

"It wasn't anything you need to worry over," she assures him, "just something I wish I had considered before now, that's all."

He presses a kiss to her forehead and withdraws reluctantly when Balin shoots him a look. Billana spends the night sleeping especially close to her guardian.

Morning dawns bright and clear, and with it comes the knowledge that it is time for them to leave. Outside fourteen ponies and a horse wait for them, already loaded with their supplies. Billana approaches carefully, selecting the smallest pony for herself and thanking them mentally.

-The Bear-Man says that you will look after us- they reply. -We will help you-

The animals greet the others with gentle nudges, clearly eager to be on their way and it isn't long until they are all mounted. The pace Thorin sets is swift, the need to avoid the notice of the orcs that follow them at the fore of his mind. A quiet murmur from Gandalf has them slowing a little after a time and Billana knows why from the lingering sense of Beorn in his bear form in the back of her mind. He will not permit them to set a pace which will tax their mounts too much and even when they cross from his territory she can still feel him there.

It takes a little over a day for them to reach the fringes of Mirkwood, and Beorn follows them at a distance the entire time. The dwarves are grumbling as they dismount, there is some talk of keeping the ponies anyway, and Gandalf berates them with a reminder of Beorn's words as Billana gathers her pack and approaches the entrance to the forest. A hand slips into hers and she looks up to see Kili, his face a scowl as he looks at the weed choked entrance. There is a sense of deep sickness that comes from the place and Billana swallows the urge to retch at the feeling and the smell of deep rot. There is a statue beside the entrance, a robed elf woman, and once it much have been beautiful but now it is coated in weeds. Billana steps towards it curiously, sadness tugging at the edges of her mind as she looks upon it.

"No," Gandalf says sharply as she reaches to move a strand of ivy. "Let me."

He reaches with his staff to lift the plant, it's leaves glossy and almost black when they should be a rich green. As he moves it a thick splash of red comes into view and, at first, it appears to be a lidless red eye hastily splashed in place. Then the colours shift, swirling and bleeding through yellow and orange and black within the red. It is almost hypnotic and she finds herself captivated by it. A sharp pain to her head brings her back to herself and she hears Kili yelp in the same moment.

"Do not look at it," Gandalf orders. "Do not touch it and do not think of it. Should you come across another as you cross the Woodland Realm I would advise that you pass it as swiftly as you may."

"What is it?" Kili asks, eyeing the statue warily, though Gandalf has covered the strange magic with the ivy once more.

"A terrible thing and a great danger," Gandalf says seriously. "More than that you do not need to know. Hold my horse!" He calls to Bofur who is about to turn the ponies loose.

"Wait, are you leaving?" Billana demands.

"I fear I must, my dear," he says sadly.

"But the quest," she objects as Thorin comes to find out what is happening.

"At this stage it can proceed as well without me as with," Gandalf replies. "There are some things in this world, Billana Took, that I cannot ignore the signs of, no matter how important any other task may be." He turns to Thorin. "Keep to the path and remember Beorn's warnings. I will meet you at the mountain by Durin's Day. Do not enter without me. Dragon's have magics of their own, there is no knowing what foul curses Smaug may have laid upon the place."

The smallest tilt of Thorin's head is the only sign that he has heard and he quickly marches back to the others, bellowing for them to grab their things and get ready to move into the forest. Billana lingers near Gandalf, concerned that should there be more of those strange eyes within Mirkwood they will be lost to them without the wizard. Ultimately, however, she knows well that Gandalf comes and goes as he will and there is little that can be done to change his mind when he becomes set upon a course of action.

"Be careful," she tells him.

"As I may be," he replies. "You have grown since we left, my dear. You are not the same hobbit who left the Shire."

"I'm glad of it," she says. "I'm glad I left, that you chose me. I've found something on this quest."

"And what would that be?"

"A place to belong," she answers.

"It's time to go, Kitten," Fili says from behind her.

She takes his hand and they pause only long enough to watch Gandalf ride away before turning into Mirkwood.


A.N: So, I actually did research while I was plotting this (before it decided to deviate from the plan where it could, in my original notes we were already in Lake Town by chapter 31) and looked into how much time they must have spent in Mirkwood. Midsummer falls on 21st June, (Lithe according to the hobbits) and they departed Rivendell on that day or soon after (depending on if you're looking at the movie or the book) They are in Lake Town on Bilbo's birthday which is September 22nd. So that leaves three months of travelling between Rivendell and Lake Town. Even accounting for the weeks they spent as Thranduil's prisoners (likely at least three, probably even a month) that leaves a lot of time for them to be getting places. It would have probably taken some time to get from Rivendell to the pass through the mountains, they spent roughly a week with Beorn, and the way that the book is written implies that they were in Mirkwood for some time since they ran out of food and had become desperate.